HomeMy WebLinkAbout12-11-2017 EDA PacketLINO LAKES
ECONOMIC DEVELOPMENT AUTHORITY
MEETING
Monday, December 11, 2017
6:15 P.M.
City Council Chambers
1. Call to Order and Roll Call
2. Consideration of Minutes of April 10, 2017
3. Action Items
A. Consideration Resolution No. 17-02, Approving Assignment of Contract
for Private Development and TIF Note, Michael Grochala
4. Adjourn
EDA MINUTES April 10, 2017
DRAFT
1
DATE : April 10, 2017
TIME STARTED : 6:15 p.m.
TIME ENDED : 6:30 p.m.
MEMBERS PRESENT : EDA Members Kusterman, Reinert, Rafferty,
Maher, Manthey
MEMBERS ABSENT : None
OTHERS PRESENT: : Community Development Director Michael
Grochala; City Clerk Julie Bartell
The meeting was called to order at 6:15 p.m. by EDA President Rafferty.
CONSIDERATION OF THE MINUTES OF FEBRUARY 13, 2017
Economic Development Authority (EDA) Member Maher moved to approve the February 13,
2017 minutes as presented. EDA Member Reinert seconded the motion. Motion carried on a
voice vote.
3A. Consider Resolution No. 17-01, Approving Conveyance of Lots 12-14, Block 2,
Carole’s Estate 2nd Addition to City of Lino Lakes- Community Development Director
Grochala explained that this is an action necessary to finalize an action from the 1990’s. At that
time the EDA entered into an installment purchase agreement to acquire certain land for the a
public safety complex and fire station. The installment purchase agreement was fully paid in
2010 so transfer of the land is appropriate.
Director Grochala clarified that all three lots are being transferred even though the American
Legion sale does not involve all of the property. That is appropriate because the warrantee deed
covers all three.
EDA Member Kusterman moved to approve Resolution No. 17-01 as presented. EDA Member
Maher seconded the motion. Motion carried on a voice vote.
ADJOURNMENT
There being no further business for consideration, the meeting was adjourned at 6:25 p.m.
LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY
AGENDA ITEM 3A
STAFF ORIGINATOR: Michael Grochala, Community Development Director
MEETING DATE: December 11, 2017
TOPIC: Consider Resolution No. 17-02, Approving Assignment of
Contract for Private Development and TIF Note, United Properties
–TIF District 1-12
VOTE REQUIRED: 3/5
BACKGROUND
The Economic Development Authority (EDA) approved the Contract for Private Development
with United Properties and Distribution Alternatives in July of 2016. The action also included
authorization for the issuance of a Tax Increment Revenue Note. Construction of the 402,000
square foot facility and associated public improvements has been completed.
Artis US Holdings, III L.P., a Delaware limited partnership, is purchasing the project from
United Properties and assigning the purchase agreement to its subsidiary, AX Lino Lakes, L.P., a
Delaware limited partnership, including all rights under the TIF Note and the Contract. The
building tenant, Distribution Alternatives, remains unchanged. There will be no change in
tenancy upon such purchase and sale, as United Properties will assign the landlord’s interest in
the existing Distribution Alternatives, Inc. Lease to AX Lino Lakes in conjunction with the sale
of the land and building
Section 8.2 of the Contract permits the assignment of the Assignor’s rights and duties under the
Contract subject to the EDA’s approval.
A representative from Kennedy & Graven, the EDA’s development counsel, will be present at
the meeting to address any questions.
RECOMMENDATION
Staff is recommending approval of Resolution No. 17-02.
ATTACHMENTS
1.Resolution No. 17-02
2.Assignment of Development Agreement and TIF Note
3.Authority Estoppel
4. TIF Note
512853v1 JAE LN140-116
LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA
RESOLUTION NO. 17-02
RESOLUTION APPROVING ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR
PRIVATE DEVELOPMENT AND ASSIGNMENT OF TIF NOTE AND AN ESTOPPEL
CERTIFICATE.
WHEREAS, the City of Lino Lakes, Minnesota (the “City”) and the Lino Lakes Economic
Development Authority (the “Authority”) have established, and the Authority administers, Development
District No. 1 (the “Development District”) located within the City and have caused to be created a
Development Plan therefor, pursuant to Minnesota Statutes, Sections 469.090 through 469.1082, as
amended; and
WHEREAS, within the Development District the City and the Authority have created Tax
Increment Financing (Economic Development) District No. 1-12 (the “TIF District”), pursuant to Minnesota
Statutes, Sections 469.174 through 469.1794, as amended; and
WHEREAS, the Authority, United Properties Development LLC, a Minnesota limited liability
company (the “Assignor”), and Distribution Alternatives, Inc., a Minnesota corporation (the “Tenant”), have
entered into a Contract for Private Development, dated July 25, 2016 (the “Contract”), pursuant to which the
Assignor agreed to develop an approximately 400,000 square foot warehouse and distribution facility with
related office space and other improvements to be constructed on property located within the TIF District
for use by the Tenant in its distribution business (the “Minimum Improvements”), and in turn the Authority
agreed to reimburse the Assignor for certain public improvements and site preparation costs; and
WHEREAS, the Authority has issued to the Assignor its Tax Increment Revenue Note, Series 2017
(the “TIF Note”), in the original aggregate principal amount of $1,200,000, to reimburse the Assignor for
the public improvements and site preparation costs as provided in the Contract; and
WHEREAS, Artis US Holdings III L.P., a Delaware limited partnership (“Artis”), has agreed to
purchase the Project from the Assignor pursuant to a Purchase and Sale Agreement, dated June 30, 2017 (as
amended, the “Purchase Agreement”); and
WHEREAS, Artis has determined to assign the Purchase Agreement to one of its subsidiaries, AX
Lino Lakes L.P., a Delaware limited partnership (the “Assignee”), and the Assignee has stipulated that the
Assignor assign all of the Assignor’s rights under the TIF Note and the Contract to the Assignee; and
WHEREAS, Section 8.2 of the Contract permits the assignment of the Assignor’s rights and duties
under the Contract only upon the satisfaction of certain requirements provided in such Section; and
WHEREAS, there has been presented before the Board of Commissioners of the Authority (i) an
Assignment and Assumption of Contract for Private Development and Assignment of TIF Note (the
“Assignment”) proposed to be executed by the Authority, the Assignor, and the Assignee, pursuant to which
the Assignor will assign its rights and interests with respect to the Contract and the TIF Note to the
Assignee, and the Assignee will assume the rights and duties of the Assignor under the Contract; and (ii) an
estoppel certificate of the Authority (the “Estoppel Certificate”); and
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Lino Lakes
Economic Development Authority that:
512853v1 JAE LN140-116 2
1. The proposed sale of the Project to a new owner and the assignment of the Assignor’s
rights and duties under Section 8.2 of the Contract are hereby approved and the requirements provided in
Section 8.2 of the Contract are deemed satisfied.
2. The President and the Executive Director are hereby authorized to execute and deliver
the Assignment and the Estoppel Certificate in substantially the forms on file with the Authority, with
such additions, deletions, and other changes as are approved by the President and the Executive Director.
The President and the Executive Director are further directed to execute any additional documents or
take all steps and do all things necessary to effectuate the provisions of the Assignment and the Estoppel
Certificate.
Approved by the Board of Commissioners of the Lino Lakes Economic Development Authority this
11th day of December, 2017.
President
ATTEST:
Executive Director
10429233v2
ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PRIVATE DEVELOPMENT
AND ASSIGNMENT OF TIF NOTE
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PRIVATE
DEVELOPMENT AND ASSIGNMENT OF TIF NOTE (this “Assignment”), is made and
entered into as of the ____ day of _________, 2017, by and among the LINO LAKES
ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under the
laws of the State of Minnesota (the “Authority”), UNITED PROPERTIES DEVELOPMENT
LLC, a Minnesota limited liability company (the “Assignor”), and AX LINO LAKES L.P., a
Delaware limited partnership (the “Assignee”).
W I T N E S S E T H:
WHEREAS, the Authority, the Assignor, and Distribution Alternatives, Inc., a Minnesota
corporation, entered into that certain Contract for Private Development dated July 25, 2016 (the
“Development Agreement”) filed with the Office of the County Recorder for Anoka County on
November 1, 2016, as Document No. 2153796.001, pertaining to the development and
construction of the project located in Lino Lakes, Minnesota, legally described on Exhibit A
attached hereto and hereby made a part hereof (the “Project”); and
WHEREAS, pursuant to the terms and subject to the conditions of the Development Agreement,
the Authority executed and delivered to the Assignor that certain Tax Increment Revenue Note
dated as of November 22, 2017, in the original principal amount of $1,200,000.00 (the “TIF
Note”); and
WHEREAS, the Assignor and Artis US Holdings III L.P. a Delaware limited partnership
(“Artis”) have entered into that certain Purchase and Sale Agreement dated as of June 30, 2017
(as amended, the “Purchase Agreement”), concerning the sale of the Project by the Assignor to
Artis; and
WHEREAS, Artis on or before the execution of this Assignment will assign the Purchase
Agreement to Assignee; and
WHEREAS, the Assignee has required, as an express condition to closing under the Purchase
Agreement, that the Assignor assign all of its rights under the TIF Note and the Development
Agreement to the Assignee.
10429233v2
2
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. Section 8.2 of the Development Agreement allows the Assignor to assign its
rights and duties under the Development Agreement to another entity if: (a) the proposed
transferee has the qualifications and financial responsibility, in the reasonable judgment of the
Authority, necessary and adequate to fulfill the obligations undertaken in the Development
Agreement by the Assignor; and (b) any proposed transferee expressly assumes all of the
obligations of the Assignee under the Development Agreement and agrees to be subject to all the
conditions and restrictions to which the Assignor is subject to. The Assignor hereby assigns to
the Assignee all of its right, title and interest under and pursuant to the Development Agreement
and the TIF Note. In connection with the foregoing, the Assignor has endorsed and delivered to
the Assignee the TIF Note.
2. Assignor warrants and represents to Assignee that it has the right to exercise and
deliver this Assignment, subject to the Authority’s consent to such assignment as required by
Section 8.2 of the Development Agreement. The execution of this Assignment and performance
and observance of its terms hereof have been duly authorized by necessary company action and
do not contravene or violate any provision of Assignor’s organizational documents.
a. the outstanding principal balance on the TIF Note as of the date hereof is
$1,200,000.00.
b. It has made no prior assignments of the TIF Note or the Development
Agreement (other than a collateral assignment to Assignor’s lender, which shall be
released as of the date of this Assignment).
c. The Development Agreement and the TIF Note are valid and enforceable
agreements and are in full force and effect on the date hereof, subject to no defenses,
setoffs or counterclaims whatsoever.
d. Assignor has not received any written notice alleging that there exists any
event, condition or occurrence which constitutes, or which with notice and/or the passage
of time would constitute, a breach of or default under any terms or conditions of any of
the TIF Note or the Development Agreement, which have not been cured. To the best of
Assignor’s knowledge, all covenants, conditions and agreements have been performed
under the TIF Note and the Development Agreement as required therein, except those not
due to be performed until after the date hereof.
e. Assignor has filed all tax returns required to be filed and either paid all
taxes shown thereon to be due, including interest and penalties, which are not being
contested in good faith and by appropriate proceedings, and Assignor has no knowledge
of any objections or claims for additional taxes in respect to federal tax or excise profit
tax returns for prior years.
3. The Assignee hereby accepts the assignment of the Development Agreement and
assumes all of the remaining obligations of the Developer under the Development Agreement,
10429233v2
3
including but not limited to Sections 3.4 and 3.5 and Articles V through X. The Authority
hereby confirms that the obligations of the Developer with respect to constructing the Minimum
Improvements have been satisfied.
4. The Authority hereby consents and agrees to the terms and conditions of this
Assignment.
5. This Assignment shall be deemed to release and discharge the Assignor from any
remaining obligations of the “Developer” under the Development Agreement, such remaining
obligations having been assumed by the Assignee.
6. This Assignment can be waived, modified, amended, terminated or discharged
only explicitly in a writing signed by the Assignee and Authority.
7. No provision of this Assignment shall be deemed or construed to alter, amend or
modify, in any way, the rights and obligations of the Authority contained in the Development
Agreement or the TIF Note.
8. Any notice, request, demand or other communication permitted or required
hereunder shall be deemed duly given if delivered or mailed postage prepaid, certified or
registered, addressed to the party as set forth below:
If to the Authority: Lino Lakes Economic Development Authority
City Hall
600 Town Center Parkway
Lino Lakes, MN 55014
Attn: Executive Director
If to the Assignor: United Properties Development LLC
651 Nicollet Mall, Suite 450
Minneapolis, MN 55402
Attn: Brandon Champeau
If to the Assignee: AX Lino Lakes L.P.
600 – 220 Portage Avenue
Winnipeg, Manitoba R3C 0A5
Canada
Attn: Kim Riley
9. This Assignment shall be governed by and construed in accordance with the laws
of the State of Minnesota. Whenever possible, each provision of this Assignment shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Assignment shall be prohibited by or be invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Assignment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
10429233v2
S-1
[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR
PRIVATE DEVELOPMENT AND ASSIGNMENT OF TIF NOTE]
IN WITNESS WHEREOF, the parties hereto have made and entered into this
Assignment as of the day and year first above written.
AUTHORITY:
LINO LAKES ECONOMIC
DEVELOPMENT AUTHORITY,
a public body corporate and politic under the
laws of the State of Minnesota
By:
Name: William Kusterman
Title: President
By:
Name: Jeff Karlson
Title: Executive Director
STATE OF MINNESOTA )
)ss.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this ___ day of
______________, 2017, by __________________, the ___________________ of the Lino
Lakes Economic Development Authority, a public body corporate and politic under the laws of
the State of Minnesota, on behalf of said public body corporate and politic.
WITNESS my hand and official seal.
Notary Public
[SEAL] My commission Expires:
10429233v2
S-2
STATE OF MINNESOTA )
)ss.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this ___ day of
______________, 2017, by __________________, the ___________________ of the Lino
Lakes Economic Development Authority, a public body corporate and politic under the laws of
the State of Minnesota, on behalf of said public body corporate and politic.
WITNESS my hand and official seal.
Notary Public
[SEAL] My commission Expires:
10429233v2
S-3
[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR
PRIVATE DEVELOPMENT AND ASSIGNMENT OF TIF NOTE]
IN WITNESS WHEREOF, the parties hereto have made and entered into this
Assignment as of the day and year first above written.
ASSIGNOR:
UNITED PROPERTIES DEVELOPMENT
LLC, a Minnesota limited liability company
By:
Name:
Title:
By:
Name:
Title:
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ___ day of
______________, 2017, by ___________________, as ___________________, and
___________________, as ___________________, of United Properties Development LLC, a
Minnesota limited liability company, on behalf thereof.
WITNESS my hand and official seal.
Notary Public
[SEAL] My commission Expires:
10429233v2
S-4
[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR
PRIVATE DEVELOPMENT AND ASSIGNMENT OF TIF NOTE]
IN WITNESS WHEREOF, the parties hereto have made and entered into this
Assignment as of the day and year first above written.
ASSIGNEE:
AX LINO LAKES L.P.,
a Delaware limited partnership
By: AX Lino Lakes, LLC,
a Delaware limited liability company
Its: General Partner
By:
Name:
Title:
STATE OF ______________ )
)ss.
COUNTY OF ____________ )
The foregoing instrument was acknowledged before me this ___ day of
______________, 2017, by __________________, the ___________________ of AX Lino
Lakes, LLC, a Delaware limited liability company, as General Partner of AX Lino Lakes L.P., a
Delaware limited partnership, on behalf of said limited partnership.
WITNESS my hand and official seal.
Notary Public
[SEAL] My commission Expires:
THIS INSTRUMENT WAS DRAFTED BY:
Briggs and Morgan, P.A. (SJWE)
2200 IDS Center
80 South 8th Street
Minneapolis, MN 55402
10429233v2
A-1
EXHIBIT A
(Legal Description)
Lot 1, Block 1, Clearwater Creek Business Park, according to the recorded plat thereof, Anoka
County, Minnesota
10429233v2
Consent to Assignment and Assumption of Contract for Private Development and Assignment of TIF Note
CONSENT TO ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PRIVATE
DEVELOPMENT AND ASSIGNMENT OF TIF NOTE
The Lino Lakes Economic Development Authority, a public body corporate and politic
under the laws of the State of Minnesota (the “Authority”), issued its Tax Increment Revenue
Note on November 22, 2017, in the principal amount of $1,200,000.00 in favor of United
Properties Development LLC, a Minnesota limited liability company (“United Properties”) (the
“TIF Note”) and entered in that that certain Contract for Private Development dated July 25,
2016, pertaining to the development of certain land located in Lino Lakes, Minnesota (the
“Development Agreement”). The Authority has received an Assignment and Assumption of
Contract for Private Development and Assignment of TIF Note, by and between United
Properties and AX Lino Lakes L.P., a Delaware limited partnership (“AX Lino Lakes”), which
assigns to AX Lino Lakes all of United Properties’ interest in the TIF Note and Development
Agreement. The Authority consents to such assignment pursuant to the terms of the TIF Note
and Development Agreement.
LINO LAKES ECONOMIC DEVELOPMENT
AUTHORITY, a public body corporate and politic
under the laws of the State of Minnesota
By:
Print Name:
Its:_______________________________________
By:
Print Name:
Its:______________________________________
8375662v3
1
__________________, 20___
To: AX Lino Lakes L.P. (“Purchaser”) and its lenders
Re: Contract for Private Development dated July 25, 2016 (the “Development Agreement”) by
and among Lino Lakes Economic Development Authority (the “Authority”), United
Properties Development LLC ("Developer"), and Distribution Alternatives, Inc. (“Tenant”)
Gentlemen:
Reference is hereby made to the Development Agreement described above, which relates to
certain property in Lino Lakes, Minnesota described on Exhibit A to the Development Agreement (the
"Project"). Purchaser is intending to acquire the Project from Developer, and Purchaser and its lender
have required this confirmation letter prior to acquiring or financing the Project, as applicable.
The City hereby certifies and confirms to Purchaser and its and their respective successors and/or
assigns, that as of this date with respect to the Project:
1. The Development Agreement is unmodified and in full force and effect in accordance
with its terms.
2. To the actual knowledge of the undersigned, there are no known defaults by Developer or
Tenant under the Development Agreement.
3. The Authority has waived the initial reporting for March 1, 2017 of the reports due under
Section 3.4(c) and Section 3.5 of the Development Agreement, as the Benefit Date (as
defined in the Development Agreement) had not yet occurred as of such initial reporting
date.
LINO LAKES ECONOMIC DEVELOPMENT
AUTHORITY
By: __________________________
Name: Jeff Karlson
Its: Executive Director
512287v1 JAE LN140-116
UNITED STATE OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY
No. R-1 $1,200,000
TAX INCREMENT REVENUE NOTE
SERIES 2017
Date
of Original Issue
November 22, 2017
The Lino Lakes Economic Development Authority, Minnesota (the “Authority”), for value received,
certifies that it is indebted and hereby promises to pay to United Properties Development LLC or registered
assigns (the “Owner”), the principal sum of $1,200,000 solely from the sources and to the extent set forth
herein.
1. Payments. Principal (“Payments”) shall be paid on August 1, 2018 and each February 1 and
August 1 thereafter to and including February 1, 2027 (“Payment Dates”) in the amounts and from the
sources set forth in Section 3 herein.
Payments are payable by mail to the address of the Owner or such other address as the Owner may
designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or
currency of the United States of America which, on the Payment Date, is legal tender for the payment of
public and private debts.
2. Interest. No interest shall accrue on this Note.
3. Available Tax Increment. Payments on this Note are payable on each Payment Date in the
amount of and solely payable from “Available Tax Increment,” which shall mean, on each Payment Date,
eighty percent (80%) of the Tax Increment attributable to the Development Property and paid to the
Authority by Anoka County in the six months preceding the Payment Date, all as such terms are defined in
the Contract for Private Development between the Authority, Owner, and Distribution Alternatives, Inc.
dated as of July 25, 2016 (the “Agreement”). Available Tax Increment shall not include any Tax Increment
if, as of any Payment Date, there is an uncured Event of Default under the Agreement.
The Authority shall have no obligation to pay principal of this Note on each Payment Date from any
source other than Available Tax Increment, and the failure of the Authority to pay the entire amount of
principal on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority
pays principal hereon to the extent of Available Tax Increment. The Authority shall have no obligation to
pay unpaid balance of principal that may remain after the final Payment on February 1, 2027.
4. Optional Prepayment. The principal sum payable under this Note is prepayable in whole or
in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the
amount or timing of any other regular payment otherwise required to be made under this Note.
512287v1 JAE LN140-116
5. Default. If on any Payment Date there has occurred and is continuing any Event of Default
under the Agreement, the Authority may withhold from payments hereunder all Available Tax Increment. If
the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment
withheld under this Section shall be deferred and paid, without interest thereon, within 30 days after the Event
of Default is cured. If the Event of Default is not cured in the manner the Agreement describes, the Authority
may terminate this Note by written notice to the Owner in accordance with the Agreement. Notwithstanding
this Section 5, the Note may also be terminated pursuant to Section 3.5 of the Agreement.
6. Nature of Obligation. This Note is one of an issue in the total principal amount of
$1,200,000 all issued to aid in financing certain public development costs and administrative costs of a
Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.124 through 469.133, and
is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the Authority on July 25,
2016, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Sections 469.174 to 469.1794. This Note is a limited obligation of the
Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the
Resolution. This Note hereon shall not be deemed to constitute a general obligation of the State of Minnesota
or any political subdivision thereof, including, without limitation, the Authority. Neither the State of
Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of this Note or other
costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the
taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the
principal of this Note or other costs incident hereto.
7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by the
Authority or its financial advisors in connection with the TIF District or the Agreement are for the benefit
of the Authority, and are not intended as representations on which the Developer may rely.
THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE
AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF THIS
NOTE.
8. Registration and Transfer. This Note is issuable only as a fully registered note without
coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is
transferable upon the books of the Authority kept for that purpose at the principal office of the Executive
Director, by the Owner hereof in person or by such Owner’s attorney duly authorized in writing, upon
surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly
executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or
governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will
be issued in the name of the transferee a new Note of the same aggregate principal amount and maturing on
the same dates.
This Note shall not be transferred to any person other than an affiliate, or other related entity, of the
Owner unless the Authority has been provided with an investment letter in a form substantially similar to the
investment letter submitted by the Owner or a certificate of the transferor, in a form reasonably satisfactory to
the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal
and applicable state securities laws.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order
to make this Note a valid and binding limited obligation of the Authority according to its terms, have been
done, do exist, have happened, and have been performed in due form, time and manner as so required.
512287v1 JAE LN140-116
IN WITNESS WHEREOF, the Board of Commissioners of the Lino Lakes Economic Development
Authority, Minnesota has caused this Note to be executed with the manual signatures of its President and
Executive Director, all as of the Date of Original Issue specified above.
LINO LAKES ECONOMIC
DEVELOPMENT AUTHORITY,
MINNESOTA
Executive Director President
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register of the
Executive Director, in the name of the person last listed below.
Date of Signature of
Registration Registered Owner____ Executive Director
United Properties Development LLC
________________ Federal Tax ID No: 47-2653436 ___________________