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HomeMy WebLinkAboutHRA PACKET 11242020 If you would like to request special accommodations or alternative formats, please contact the City Clerk at 612-782-3313 or email city@savmn.com. People who are deaf or hard of hearing can contact us by using 711 Relay. Our Mission is to be a progressive and welcoming Village that is walkable, sustainable and safe. Call to Order. Roll Call. I. Approval of November 24, 2020, H.R.A. Agenda. II. Consent Agenda. These items are considered routine and will be enacted by one motion. There will be no separate discussion of these items unless a Councilmember or citizen so requests, in which event the item will be removed from the Consent Agenda and placed elsewhere on the agenda. A. Approve October 27, 2020, H.R.A. Minutes. B. Claims. C. Resolution 20-07 a resolution approving amended and restated assignments and subordinations of contract for private redevelopment between the City of St. Anthony Village, The Housing and Redevelopment Authority of St. Anthony Village, Minnesota, Doran SLV, LLC, Doran St. Anthony, LLC, Doran SLV II, LLC, Bremer Bank, National Association, and Bridgewater Bank. III. Public Hearings. IV. General Policy of Business of the H.R.A. A. Resolution 20-08 a resolution approving the second amendment to contract for private redevelopment between the Housing and Redevelopment Authority of St. Anthony, the City of St. Anthony Village, Doran SLV LLC, Doran St. Anthony, LLC, Doran SLV II, LLC. V. Staff Reports. VI. H.R.A. Commissioner Comments. VII. Information and Announcements. VIII. Adjournment. CITY OF SAINT ANTHONY VILLAGE HOUSING AND REDEVELOPMENT AUTHORITY AGENDA NOVEMBER 24, 2020 CITY OF ST. ANTHONY 1 HOUSING AND REDEVELOPMENT AUTHORITY MEETING 2 OCTOBER 27, 2020 3 4 CALL TO ORDER. 5 6 Chair Stille called the meeting to order at 8:36 p.m. 7 8 ROLL CALL. 9 10 Present: Chair Stille, Commissioners Webster, Jenson, and Randle and Walker 11 Absent: Interim Executive Director Charlie Yunker 12 Also Present: None. 13 14 I. APPROVAL OF OCTOBER 27, 2020 H.R.A. AGENDA. 15 16 Motion by Commissioner Webster, seconded by Commissioner Jenson, to approve the October 17 27, 2020 Housing and Redevelopment Authority Agenda as presented. 18 19 Motion carried 5-0. 20 21 II. CONSENT AGENDA. 22 23 A. H.R.A. Meeting Minutes of October 13, 2020; and 24 B. Claims. 25 26 Motion by Commissioner Jenson, seconded by Commissioner Randle, to approve the Consent 27 Agenda, which consisted of: 28 29 Motion carried 5-0. 30 31 III. PUBLIC HEARINGS – NONE. 32 33 IV. GENERAL POLICY BUSINESS OF THE H.R.A. – NONE. 34 35 A. H.R.A. Resolution 2020-06, re: Approving the Land Swap Agreement between Bremer 36 Bank and the Housing and Redevelopment Authority of St. Anthony. 37 38 Interim Executive Director Charlie Yunker explained this item is for a land swap agreement 39 between Bremer Bank, N.A. and the City of St. Anthony HRA. Staff recommends approval and 40 the City Attorney has reviewed the agreement and advises that it can be approved at this early 41 stage, as there are sufficient contingencies in place to protect the City. 42 43 Motion by Commissioner Randle, seconded by Commissioner Jenson, to adopt H.R.A. 44 Resolution 2020-06; a Resolution Approving the Land Swap Agreement between Bremer Bank 45 and the Housing and Redevelopment Authority of St. Anthony. 46 47 Motion carried 5-0. 48 49 Housing and Redevelopment Authority Meeting Minutes October 27, 2020 Page 2 V. STAFF REPORTS – NONE. 1 2 VI. H.R.A. COMMISSIONER COMMENTS – NONE. 3 4 VII. INFORMATION AND ANNOUNCEMENTS – NONE. 5 6 VIII. ADJOURNMENT. 7 8 Chair Stille adjourned the meeting at 8:42 p.m. 9 10 Respectfully submitted, 11 Sue Osbeck 12 TimeSaver Off Site Secretarial, Inc. 13 14 15 ATTEST: ________________________________ Chair 16 City Clerk 17 City of St Anthony Village CITY OF ST ANTHONY HRA CHECK REGISTER Page: 1 Check Issue Dates: 11/25/2020 - 11/25/2020 Nov 16, 2020 05:22PM Vendor Number Payee Check Number Check Issue Date Amount 10461 EHLERS & ASSOCIATES, INC.42651 11/25/2020 280.00 Grand Totals: 280.00 THIS PAGE LEFT INTENTIONALLY BLANK REQUEST FOR COUNCIL CONSIDERATION Meeting Date: November 24, 2020 Resolution-Approving amended and restated assignments and subordinations of contract for private redevelopment between the City Of St. Anthony Village, The Housing and Redevelopment Authority of St. Anthony Village, Minnesota, Doran SLV, LLC, Doran St. Anthony, LLC, Doran SLV II, LLC, Bremer Bank, National Association, And Bridgewater Bank Overview: In front of you this evening is a resolution to amend and restate assignments and subordinations of contract for private redevelopment between the City Of St. Anthony Village, The Housing and Redevelopment Authority of St. Anthony Village, Minnesota, Doran SLV, LLC, Doran St. Anthony, LLC, Doran SLV II, LLC, Bremer Bank, National Association, And Bridgewater Bank. In order to construct the proposed Silver Lake Village housing under the Contract for Private Redevelopment (“Contract”) between the HRA, the City, and Doran SLV (“Redeveloper”), the Redeveloper requested mortgage financing from two different lenders, Bremer and Bridgewater Bank. Both of these lenders agreed to provide financing, but required an assignment of the Redeveloper’s rights under the Contract, as well as a subordination of the City’s and HRA’s rights under the Contract. Per Section 7.3 of the Contract, the City and HRA will agree to subordinate their rights to a mortgage lender as long as the proposed Subordination is reasonably acceptable. The first version of the Assignment and Subordination documents presented by the lenders were reviewed and approved administratively, but upon further review by the City’s and HRA’s economic development attorney, it was discovered that these documents did not provide enough protection under current TIF law to fully protect the City’s and HRA’s interests. Upon request, the Lenders and Redeveloper agreed to revise the original documents. As a result, Amended and Restated Assignment and Subordination documents are presented this evening. These documents contain additional language that better protects the rights of the City and HRA under the Contract. Section 7.3 of the Contract requires formal approval of any proposed subordination. THIS PAGE LEFT INTENTIONALLY BLANK AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND TIF NOTE THIS AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND TIF NOTE (this “Agreement”), is made and entered into as of the ___ day of November, 2020, by and among the HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY VILLAGE, MINNESOTA, a public body corporate and politic and political subdivision of the State of Minnesota (the “Authority”), the CITY OF ST. ANTHONY VILLAGE, a Minnesota municipal corporation (the “City”), DORAN SLV, LLC, a Minnesota limited liability company (the “Redeveloper”), DORAN SLV II, LLC, a Minnesota limited liability company (the “Phase II Land Owner”), and BRIDGEWATER BANK, a Minnesota state banking corporation (the “Lender”). W I T N E S S E T H: WHEREAS, the Authority, the City, and the Redeveloper have entered into that certain Contract for Private Development dated as of February 19, 2019, and filed of record in the office of the Ramsey County Recorder on March 17, 2020, as Document No. A04802554 (as amended, modified and supplemented from time to time, the “Development Agreement”), pertaining to the development of certain real property located in the City of St. Anthony Village, Minnesota, and referred to therein as the “Redevelopment Property”; and WHEREAS, pursuant to the Development Agreement, the Authority will execute and deliver to the Redeveloper a note in the maximum aggregate principal amount of $3,300,000.00 (the “TIF Note”); and WHEREAS, the Redeveloper has caused the Redevelopment Property to be replatted, and has transferred a portion of the Redevelopment Property legally described on Exhibit A (the “Phase II Project”) to the Phase II Land Owner; and WHEREAS, the Lender is providing financing to the Phase II Land Owner in the principal amount of $5,200,000.00 (the “Loan”), pursuant to the terms of that certain Loan Agreement of even date herewith (as the same may be amended or restated from time to time, the “Loan Agreement”), executed by and among the Lender and the Phase II Land Owner; and WHEREAS, the Loan is evidenced by that certain Real Estate Note of even date herewith in the original principal amount of $5,200,000.00, executed by the Phase II Land Owner and payable to 2 the order of the Lender (as may be amended or restated from time to time, collectively, the “Note”); and WHEREAS, the Note is secured by, among other things, that certain Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents of even date herewith (as the same may be amended or restated from time to time, the “Mortgage”) encumbering the Phase II Project, executed by the Phase II Land Owner in favor of the Lender and filed of record concurrently herewith; and WHEREAS, to secure the obligations of the Phase II Land Owner to the Lender under the Loan Agreement, the Note, the Mortgage and the documents related thereto (collectively, the “Loan Documents”), the Lender has required, as an express condition to disbursement of the Loan, (a) that the Redeveloper and the Phase II Land Owner assign all of their rights under the Development Agreement (with respect to the Phase II Project only) and the TIF Note to the Lender, (b) that the rights of the Authority under the Development Agreement be subordinated to the Mortgage, and (c) that the Authority agree to certain other matters, all as more fully contained herein. 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. The Redeveloper and the Phase II Land Owner hereby assign to the Lender, and the Lender hereby accepts (subject to the terms of this Assignment), all of the Redeveloper’s and the Phase II Land Owner’s respective right, title and interest under and pursuant to the Development Agreement, and the Redeveloper and the Phase II Land Owner hereby assign to the Lender all of their respective right, title and interest under and pursuant to the TIF Note to secure all of the Phase II Land Owner’s obligations to the Lender under the Loan Documents; provided, however, that the Redeveloper and the Phase II Land Owner shall continue to be obligated in all respects to the performance of the Development Agreement. 2. Upon the execution and delivery by the Authority to the Redeveloper and the Phase II Land Owner of the TIF Note, the Redeveloper and the Phase II Land Owner agree to endorse and deliver such TIF Note to the Lender to be held by the Lender pursuant to the terms of this Agreement. 3. Upon written notification by the Lender of an Event of Default (as that term is defined in the Loan Documents) (“Default Notice”), the Authority hereby agrees to register the TIF Note in the name of the Lender, and, so long as such Event of Default is continuing, to make all payments under the TIF Note directly to the Lender, and the Redeveloper and the Phase II Land Owner hereby consent to the making of such payments directly to the Lender. In the event the Authority is making payments under the TIF Note directly to the Lender pursuant to Default Notice and the Event of Default for which the Default Notice was issued is thereafter cured or otherwise waived, Lender shall provide prompt written notice of such cure to the Authority and, thereafter, until receipt of a subsequent Default Notice is received by the Authority, the Authority shall direct payments under the TIF Note to the Phase II Land Owner. 3 4. The Redeveloper and the Phase II Land Owner hereby represent and warrant that there have been no prior assignments of the Development Agreement (except with respect to the assignment to Bremer Bank, National Association) or the TIF Note by the Phase II Land Owner or Redeveloper, that, to the actual knowledge of the Phase II Land Owner and the actual knowledge of the Redeveloper, the Development Agreement is, and the TIF Note upon issuance will be, valid and enforceable agreements and that, to the actual knowledge of the Phase II Land Owner and the actual knowledge of the Redeveloper, neither the Authority, the Redeveloper nor the Phase II Land Owner, as applicable, is in default under the Development Agreement, and that, to the actual knowledge of the Phase II Land Owner and the actual knowledge of the Redeveloper, all covenants, conditions and agreements have been performed as required herein, except those not to be performed until after the date hereof. As used herein, the term “actual knowledge of the Phase II Land Owner” and any phrase or words of similar import shall be deemed to mean the actual knowledge of the Chief Manager of Phase II Land Owner and the term “actual knowledge of the Redeveloper” and any phase or words of similar import shall be deemed to mean the actual knowledge of the Chief Manager of the Redeveloper, in each instance without having made inquiry or investigation beyond such person’s actual knowledge. Such person is named solely for the purpose of defining and narrowing the scope of knowledge and not for the purpose of imposing any additional liabilities on or creating any additional duties running from such individual to the Phase II Land Owner or Redeveloper, respectively. The Redeveloper and the Phase II Land Owner agree not to sell, assign, pledge, mortgage or otherwise transfer or encumber their respective interest in the Development Agreement (with respect to the Phase II Project) or the TIF Note as long as this Agreement is in effect. The Redeveloper and the Phase II Land Owner hereby irrevocably constitute and appoint the Lender as its respective attorney-in-fact to demand, receive and enforce their rights with respect to the Development Agreement (with respect to the Phase II Project) and/or the TIF Note for and on behalf of and in the name of the Redeveloper or the Phase II Land Owner, as the case may be, or, at the option of the Lender, in the name of the Lender, with the same force and effect as the Redeveloper or the Phase II Land Owner, as the case may be, could do if this Agreement had not been made. 5. This Agreement shall constitute a perfected, absolute and present assignment, provided that the Lender shall have no right under this Agreement to enforce the provisions of the Development Agreement or the TIF Note, or to collect any funds payable to the Redeveloper or the Phase II Land Owner pursuant to the TIF Note, or exercise any rights or remedies under this Agreement unless an Event of Default shall occur and be continuing. 6. Upon the occurrence and during the continuance of an Event of Default, the Lender may, without affecting any of its rights or remedies against the Redeveloper and the Phase II Land Owner under any other instrument, document or agreement, exercise its rights under this Agreement as attorney-in-fact for the Redeveloper and the Phase II Land Owner in any manner permitted by law and in addition the Lender shall have the right to exercise and enforce any and all rights and remedies available 4 after a default to a secured party under the Uniform Commercial Code as adopted in the State of Minnesota. If notice to the Redeveloper or the Phase II Land Owner of any intended disposition of collateral or of any intended action is required by law in any particular instance, such notice shall be deemed commercially reasonable if given in writing at least ten (10) days prior to the intended disposition or other action. 7. The Authority and the City consent and agree to the terms and conditions of this Agreement. The Authority and the City further represent and warrant to the Lender that the Development Agreement is a valid agreement enforceable against the Authority and the City in accordance with its terms and that to the knowledge of the undersigned neither the Authority, the City, the Redeveloper nor the Phase II Land Owner is in default thereunder, and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date hereof. 8. The Authority and the City hereby agree that any agreement of the Redeveloper or the Phase II Land Owner to indemnify the Authority or the City pursuant to the Development Agreement is not the obligation of, nor shall any provisions in such article impose any obligation upon, the Lender, its successors and/or assigns until such time as the Lender, in its discretion, exercises its rights hereunder and assumes the obligations of the Redeveloper or the Phase II Land Owner under the Development Agreement. 9. The Authority and the City hereby approve the financing for the Phase II Project as contemplated by the Loan Documents to the extent such approval is required under the Development Agreement. Such approval does not in any way constitute an opinion on the part of the Authority or City that such financing is sufficient for any purpose. 10. The Authority and the City agree that their respective rights under the Development Agreement, including but not limited to the receipt and application of any proceeds of insurance shall, in all respects, be subject and subordinate to the rights of the Lender under the Mortgage; provided, however, that nothing herein shall be construed as subordinating the requirements contained in the Development Agreement that the Minimum Improvements be used in accordance with Section 10.3 of the Development Agreement, or as subordinating the Authority’s rights under the Assessment Agreement (as defined in the Development Agreement). The term “Mortgage” shall include the Mortgage and any amendments, supplements, modifications, renewals, extensions or replacements thereto. In addition, the Authority and the City acknowledge that the terms of the Mortgage, not the Development Agreement, shall control the use and disbursement of insurance proceeds and condemnation awards. Any obligation of the Redeveloper or the Phase II Land Owner to construct the Minimum Improvements is hereby subordinated to the Mortgage. Notwithstanding anything herein to the contrary, the Authority shall continue to have the ability to suspend, adjust, or terminate payments on the TIF Note in accordance with its terms and/or to terminate the 5 Development Agreement if an Event of Default (as defined in the Development Agreement) occurs, as provided in Section 9.2 of the Development Agreement. 11. The Authority and the City agree that, contemporaneously with any notice of default given under the Development Agreement to the Redeveloper or the Phase II Land Owner, the Authority and the City shall also provide the Lender with a copy of such notice of default, and the Lender shall have the right, but not the obligation, to cure any such default on behalf of the Developer within any applicable cure period provided for in the Development Agreement. 12. The Lender agrees to use commercially reasonable efforts to provide the Authority with all default notices sent to the Borrower pursuant to the Loan Documents but only to the extent the default described therein is reasonably likely to have a material adverse effect on Borrower’s ability to perform its obligations under the Development Agreement, and the Borrower agrees that it shall cause the Authority to receive copies of any notice of default received by the Borrower from the Lender but only to the extent the default described therein is reasonably likely to have a material adverse effect on Borrower’s ability to perform its obligations under the Development Agreement. 13. The parties hereto agree that no change or amendment shall be made to the terms of the Development Agreement without the prior written consent of the Lender, such consent not to be unreasonably withheld, condition or delayed. 14. This Agreement can be waived, modified, amended, terminated or discharged only explicitly in a writing signed by all parties hereto. A waiver by the Lender shall be effective only in a specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of the Lender’s rights or remedies hereunder. All rights and remedies of the parties hereunder shall be cumulative and shall be exercised singularly or concurrently, at such party’s option, and any exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. 15. No provision of this Agreement shall be deemed or construed to alter, amend or modify, in any way, the rights and obligations of the Authority and the City with respect to the Redeveloper and the Phase II Land Owner, as applicable, with respect to the Development Agreement. Nothing herein shall be construed to limit the Authority’s or the City’s remedies under Section 9.2 of the Development Agreement upon the occurrence and during the continuance of an Event of Default under the Development Agreement. 16. Any notice, request, demand or other communication hereunder shall be deemed duly given if delivered or postage prepaid, certified or registered, addressed to the party as set forth below: 6 If to the Authority: Housing and Redevelopment Authority of St. Anthony, Minnesota 3301 Silver Lake Road St. Anthony Village, Minnesota 55418 Attention: Executive Direct If to the City: City of St. Anthony Village 3301 Silver Lake Road St. Anthony Village, Minnesota 55418 Attention: City Manager If to the Redeveloper: Doran SLV, LLC 7803 Glenroy Road, Suite 200 Bloomington, Minnesota 55439 Attention: Kelly J. Doran and Evan Doran Doran SLV, LLC 7803 Glenroy Road, Suite 100 Bloomington, Minnesota 55439 Attention: General Counsel If to the Phase II Land Owner: Doran SLV II, LLC 7803 Glenroy Road, Suite 100 Bloomington, Minnesota 55439 Attention: Kelly J. Doran and Evan Doran With a copy to: Doran SLV II, LLC 7803 Glenroy Road, Suite 100 Bloomington, Minnesota 55439 Attention: General Counsel If to the Lender: Bridgewater Bank 370 Wabasha Street North, Suite 1500 St. Paul, Minnesota 55102 Attention: Tyler Manning 7 17. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. This Agreement may be executed in several counterparts, each of which when executed is an original, but all of which together shall constitute one instrument. Separate signature pages may be signed by various parties and each complete set of pages hereto, with signature pages signed by each party, shall constitute one original of this Agreement. 18. Lender hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, Lender shall have no right under this Agreement and specifically disclaims any security interest in the Demolition Payment (as defined in the Development Agreement) and specifically disclaims the right to enforce any provision in the Development Agreement relating to the Demolition Payment. IN WITNESS WHEREOF, the parties hereto have made and entered into this Assignment and Subordination of Development Agreement and TIF Note as of the day and year first above written. 12636.61 20383219v3 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND TIF NOTE] HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY VILLAGE, MINNESOTA By: Its: Chair By: Its: Executive Director STATE OF MINNESOTA ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ________, 2020, by _______________________ and _______________________, the Chair and Executive Director, respectively, of the Housing and Redevelopment Authority of St. Anthony Village, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota, for and on behalf of said authority. Notary Public [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND TIF NOTE] CITY OF ST. ANTHONY VILLAGE By: Its: Mayor By: Its: City Clerk STATE OF MINNESOTA ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ________, 2020, by _______________________ and _______________________, the Mayor and City Clerk, respectively, of the City of St. Anthony Village, a Minnesota municipal corporation, for and on behalf of said municipal corporation. Notary Public [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND TIF NOTE] DORAN SLV, LLC, a Minnesota limited liability company By: Kelly J. Doran Its: Chief Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of __________, 2020, by Kelly J. Doran, the Chief Manager of Doran SLV, LLC, a Minnesota limited liability company, for and on behalf of the limited liability company. Notary Public [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND TIF NOTE] DORAN SLV II, LLC, a Minnesota limited liability company By: Kelly J. Doran Its: Chief Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of __________, 2020, by Kelly J. Doran, the Chief Manager of Doran SLV II, LLC, a Minnesota limited liability company, for and on behalf of the limited liability company. Notary Public [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT AND TIF NOTE] BRIDGEWATER BANK, a Minnesota state banking corporation By: Tyler Manning Its: Vice President STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2020, by Tyler Manning, a Vice President of Bridgewater Bank, a Minnesota state banking corporation, for and on behalf of said state banking corporation. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Winthrop & Weinstine, P.A. (TJK) Suite 3500 225 South Sixth Street Minneapolis, Minnesota 55402-4629 EXHIBIT A (Legal Description) (INSERT PHASE II LEGAL DESCRIPTION) THIS PAGE LEFT INTENTIONALLY BLANK AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT THIS AMENDED AND RESTATED ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT (this “Agreement”), is made and entered into as of the ___ day of November, 2020, by and among the HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY VILLAGE, MINNESOTA, a public body corporate and politic and political subdivision of the State of Minnesota (the “Authority”), the CITY OF ST. ANTHONY VILLAGE, a Minnesota municipal corporation (the “City”), DORAN SLV, LLC, a Minnesota limited liability company (the “Redeveloper”), DORAN ST. ANTHONY, LLC, a Minnesota limited liability company (the “Phase I Land Owner”), and BREMER BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”). W I T N E S S E T H: WHEREAS, the Authority, the City, and the Redeveloper have entered into that certain Contract for Private Development dated as of February 19, 2019, and filed of record in the office of the Ramsey County Recorder on March 17, 2020, as Document No. A04802554 (as amended, modified and supplemented from time to time, the “Development Agreement”), pertaining to the development of certain real property located in the City of St. Anthony Village, Minnesota, and referred to therein as the “Redevelopment Property”; and WHEREAS, the Redeveloper has caused the Redevelopment Property to be replatted, and has transferred a portion of the Redevelopment Property legally described on Exhibit A (the “Phase I Project”) to the Phase I Land Owner; and WHEREAS, the Lender is providing financing to the Phase I Land Owner in the principal amount of $49,150,000.00 (the “Loan”), pursuant to the terms of that certain Loan Agreement of even date herewith (as the same may be amended or restated from time to time, the “Loan Agreement”), executed by and among the Lender and the Phase I Land Owner; and WHEREAS, the Loan is evidenced by that certain Real Estate Note of even date herewith in the original principal amount of $49,150,000.00, executed by the Phase I Land Owner and payable to the order of the Lender (as may be amended or restated from time to time, collectively, the “Note”); and 2 WHEREAS, the Note is secured by, among other things, that certain Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents of even date herewith (as the same may be amended or restated from time to time, the “Mortgage”) encumbering the Phase I Project, executed by the Phase I Land Owner in favor of the Lender and filed of record concurrently herewith; and WHEREAS, to secure the obligations of the Phase I Land Owner to the Lender under the Loan Agreement, the Note, the Mortgage and the documents related thereto (collectively, the “Loan Documents”), the Lender has required, as an express condition to disbursement of the Loan, (a) that the Redeveloper and the Phase I Land Owner assign all of their rights under the Development Agreement (with respect to the Phase I Project only) to the Lender, (b) that the rights of the Authority under the Development Agreement be subordinated to the Mortgage, and (c) that the Authority agree to certain other matters, all as more fully contained herein. 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. The Redeveloper and the Phase I Land Owner hereby assign to the Lender, and the Lender hereby accepts (subject to the terms of this Assignment), all of the Redeveloper’s and the Phase I Land Owner’s respective right, title and interest under and pursuant to the Development Agreement to secure all of the Phase I Land Owner’s obligations to the Lender under the Loan Documents; provided, however, that the Redeveloper and the Phase I Land Owner shall continue to be obligated in all respects to the performance of the Development Agreement. 2. The Redeveloper and the Phase I Land Owner hereby represent and warrant that there have been no prior assignments of the Development Agreement by the Phase I Land Owner or Redeveloper (except with respect to the assignment in favor of Bridgewater Bank), that, to the actual knowledge of the Phase I Land Owner and the actual knowledge of the Redeveloper, the Development Agreement is valid and enforceable agreements and that, to the actual knowledge of the Phase I Land Owner and the actual knowledge of the Redeveloper, neither the Authority, the Redeveloper nor the Phase I Land Owner, as applicable, is in default under the Development Agreement, and that, to the actual knowledge of the Phase I Land Owner and the actual knowledge of the Redeveloper, all covenants, conditions and agreements have been performed as required herein, except those not to be performed until after the date hereof. As used herein, the term “actual knowledge of the Phase I Land Owner” and any phrase or words of similar import shall be deemed to mean the actual knowledge of the Chief Manager of Phase I Land Owner and the term “actual knowledge of the Redeveloper” and any phase or words of similar import shall be deemed to mean the actual knowledge of the Chief Manager of the Redeveloper, in each instance without having made inquiry or investigation beyond such person’s actual knowledge. Such person is named solely for the purpose of defining and narrowing the scope of knowledge and not for the purpose of imposing any additional liabilities on or creating any additional duties running from such individual to the Phase I Land Owner or Redeveloper, respectively. The Redeveloper and the Phase I Land Owner agree not to sell, assign, pledge, mortgage 3 or otherwise transfer or encumber their respective interest in the Development Agreement (with respect to the Phase I Project) as long as this Agreement is in effect. The Redeveloper and the Phase I Land Owner hereby irrevocably constitute and appoint the Lender as its respective attorney-in-fact to demand, receive and enforce their rights with respect to the Development Agreement (with respect to the Phase I Project) for and on behalf of and in the name of the Redeveloper or the Phase I Land Owner, as the case may be, or, at the option of the Lender, in the name of the Lender, with the same force and effect as the Redeveloper or the Phase I Land Owner, as the case may be, could do if this Agreement had not been made. 3. This Agreement shall constitute a perfected, absolute and present assignment, provided that the Lender shall have no right under this Agreement to enforce the provisions of the Development Agreement, or exercise any rights or remedies under this Agreement unless an Event of Default shall occur and be continuing. 4. Upon the occurrence and during the continuance of an Event of Default, the Lender may, without affecting any of its rights or remedies against the Redeveloper and the Phase I Land Owner under any other instrument, document or agreement, exercise its rights under this Agreement as attorney-in-fact for the Redeveloper and the Phase I Land Owner in any manner permitted by law and in addition the Lender shall have the right to exercise and enforce any and all rights and remedies available after a default to a secured party under the Uniform Commercial Code as adopted in the State of Minnesota. If notice to the Redeveloper or the Phase I Land Owner of any intended disposition of collateral or of any intended action is required by law in any particular instance, such notice shall be deemed commercially reasonable if given in writing at least ten (10) days prior to the intended disposition or other action. 5. The Authority and the City consent and agree to the terms and conditions of this Agreement. The Authority and the City further represent and warrant to the Lender that the Development Agreement is a valid agreement enforceable against the Authority and the City in accordance with its terms and that to the knowledge of the undersigned neither the Authority, the City, the Redeveloper nor the Phase I Land Owner is in default thereunder, and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date hereof. 6. The Authority and the City hereby agree that any agreement of the Redeveloper or the Phase I Land Owner to indemnify the Authority or the City pursuant to the Development Agreement is not the obligation of, nor shall any provisions in such article impose any obligation upon, the Lender, its successors and/or assigns until such time as the Lender, in its discretion, exercises its rights hereunder and assumes the obligations of the Redeveloper or the Phase I Land Owner under the Development Agreement. 7. The Authority and the City hereby approve the financing for the Phase I Project as contemplated by the Loan Documents to the extent such approval is required under the Development Agreement. Such approval does not in any way constitute an 4 opinion on the part of the Authority or City that such financing is sufficient for any purpose. 8. The Authority and the City agree that their respective rights under the Development Agreement, including but not limited to the receipt and application of any proceeds of insurance shall, in all respects, be subject and subordinate to the rights of the Lender under the Mortgage; provided, however, that nothing herein shall be construed as subordinating the requirements contained within the Development Agreement that the Minimum Improvements be used in accordance with Section 10.3 of the Development Agreement, or as subordinating the Authority’s rights under the Assessment Agreement (as defined in the Development Agreement). The term “Mortgage” shall include the Mortgage and any amendments, supplements, modifications, renewals, extensions or replacements thereto. In addition, the Authority and the City acknowledge that the terms of the Mortgage, not the Development Agreement, shall control the use and disbursement of insurance proceeds and condemnation awards. Any obligation of the Redeveloper or the Phase II Land Owner to construct the Minimum Improvements is hereby subordinated to the Mortgage. Notwithstanding anything herein to the contrary, the Authority shall continue to have the ability to suspend, adjust, or terminate payments on the TIF Note in accordance with its terms and/or to terminate the Development Agreement if an Event of Default (as such terms are defined in the Development Agreement) occurs as provided in Section 9.2 of the Development Agreement. 9. The Authority and the City agree that, contemporaneously with any notice of default given under the Development Agreement to the Redeveloper or the Phase I Land Owner, the Authority and the City shall also provide the Lender with a copy of such notice of default, and the Lender shall have the right, but not the obligation, to cure any such default on behalf of the Developer within any applicable cure period provided for in the Development Agreement. 10. The Lender agrees to use commercially reasonable efforts to provide the Authority with all default notices sent to the Borrower pursuant to the Loan Documents but only to the extent the default described therein is reasonably likely to have a material adverse effect on Borrower’s ability to perform its obligations under the Development Agreement, and the Borrower agrees that it shall cause the Authority to receive copies of any notice of default received by the Borrower from the Lender but only to the extent the default described therein is reasonably likely to have a material adverse effect on Borrower’s ability to perform its obligations under the Development Agreement. 11. The parties hereto agree that no change or amendment shall be made to the terms of the Development Agreement without the prior written consent of the Lender, such consent not to be unreasonably withheld, condition or delayed. 12. This Agreement can be waived, modified, amended, terminated or discharged only explicitly in a writing signed by all parties hereto. A waiver by the Lender shall be effective only in a specific instance and for the specific purpose given. Mere delay 5 or failure to act shall not preclude the exercise or enforcement of any of the Lender’s rights or remedies hereunder. All rights and remedies of the parties hereunder shall be cumulative and shall be exercised singularly or concurrently, at such party’s option, and any exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. 13. No provision of this Agreement shall be deemed or construed to alter, amend or modify, in any way, the rights and obligations of the Authority and the City with respect to the Redeveloper and the Phase I Land Owner, as applicable, with respect to the Development Agreement. Nothing herein shall be construed to limit the Authority’s or the City’s remedies under Section 9.2 of the Development Agreement upon the occurrence and during the continuance of an Event of Default under the Development Agreement. 14. Any notice, request, demand or other communication hereunder shall be deemed duly given if delivered or postage prepaid, certified or registered, addressed to the party as set forth below: If to the Authority: Housing and Redevelopment Authority of St. Anthony, Minnesota 3301 Silver Lake Road St. Anthony Village, Minnesota 55418 Attention: Executive Direct If to the City: City of St. Anthony Village 3301 Silver Lake Road St. Anthony Village, Minnesota 55418 Attention: City Manager If to the Redeveloper: Doran SLV, LLC 7803 Glenroy Road, Suite 200 Bloomington, Minnesota 55439 Attention: Kelly J. Doran and Evan Doran Doran SLV, LLC 7803 Glenroy Road, Suite 100 Bloomington, Minnesota 55439 Attention: General Counsel If to the Phase I Land Owner: 6 Doran St. Anthony, LLC 7803 Glenroy Road, Suite 100 Bloomington, Minnesota 55439 Attention: Kelly J. Doran and Evan Doran With a copy to: Doran St. Anthony, LLC 7803 Glenroy Road, Suite 100 Bloomington, Minnesota 55439 Attention: General Counsel If to the Lender: Bremer Bank, National Association 225 South Sixth Street Minneapolis, Minnesota 55402 Attention: Bryan Witschen 15. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. This Agreement may be executed in several counterparts, each of which when executed is an original, but all of which together shall constitute one instrument. Separate signature pages may be signed by various parties and each complete set of pages hereto, with signature pages signed by each party, shall constitute one original of this Agreement. 16. Lender hereby acknowledges and agrees that, notwithstanding anything to the contrary contained herein, Lender shall have no right under this Agreement and specifically disclaims any security interest in any TIF Note and/or funds derived therefrom and/or Demolition Payment contemplated pursuant to the Development Agreement and disclaims the right to enforce any provision in the Development Agreement relating thereto. IN WITNESS WHEREOF, the parties hereto have made and entered into this Assignment and Subordination of Development Agreement as of the day and year first above written. 12636.61 20415535v1 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT] HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY VILLAGE, MINNESOTA By: Its: Chair By: Its: Executive Director STATE OF MINNESOTA ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ________, 2020, by _______________________ and _______________________, the Chair and Executive Director, respectively, of the Housing and Redevelopment Authority of St. Anthony Village, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota, for and on behalf of said authority. Notary Public [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT] CITY OF ST. ANTHONY VILLAGE By: Its: Mayor By: Its: City Clerk STATE OF MINNESOTA ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this ____ day of ________, 2020, by _______________________ and _______________________, the Mayor and City Clerk, respectively, of the City of St. Anthony Village, a Minnesota municipal corporation, for and on behalf of said municipal corporation. Notary Public [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT] DORAN SLV, LLC, a Minnesota limited liability company By: Kelly J. Doran Its: Chief Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of __________, 2020, by Kelly J. Doran, the Chief Manager of Doran SLV, LLC, a Minnesota limited liability company, for and on behalf of the limited liability company. Notary Public [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT] DORAN ST. ANTHONY, LLC, a Minnesota limited liability company By: DORAN SLV, LLC, a Minnesota limited liability company Its: Managing Member By: Kelly J. Doran Its: Chief Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of October, 2020, by Kelly J. Doran, the Chief Manager of Doran SLV, LLC, a Minnesota limited liability company, as Managing Member of Doran St. Anthony, LLC, a Minnesota limited liability company, for and on behalf of the limited liability company. Notary Public [SIGNATURE PAGE TO ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT] BREMER BANK, NATIONAL ASSOCIATION, a national banking association By: Bryan Witschen Its: Vice President STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of ________, 2020, by Bryan Witschen, a Vice President of Bremer Bank, National Association, a national banking association, for and on behalf of said national banking association. Notary Public THIS INSTRUMENT WAS DRAFTED BY: Winthrop & Weinstine, P.A. (TJK) Suite 3500 225 South Sixth Street Minneapolis, Minnesota 55402-4629 EXHIBIT A (Legal Description) (INSERT PHASE I LEGAL DESCRIPTION) HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY VILLAGE, MINNESOTA RESOLUTION 20-07 RESOLUTION APPROVING AMENDED AND RESTATED ASSIGNMENTS AND SUBORDINATIONS OF CONTRACT FOR PRIVATE REDEVELOPMENT BETWEEN THE CITY OF ST. ANTHONY VILLAGE, THE HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY VILLAGE, MINNESOTA, DORAN SLV, LLC, DORAN ST. ANTHONY, LLC, DORAN SLV II, LLC, BREMER BANK, NATIONAL ASSOCIATION, AND BRIDGEWATER BANK BE IT RESOLVED By the Board of Commissioners ("Board") of the Housing and Redevelopment Authority of St. Anthony Village, Minnesota ("Authority") as follows: Section 1. Recitals. 1.01. The City of St. Anthony Village (the “City”) and the Authority have previously established Tax Increment Financing District No. 3-5, a redevelopment TIF district (the “TIF District”) within Redevelopment Project Area No. 3, and have previously approved and executed a Contract for Private Redevelopment with Doran SLV, LLC, as amended (the “Contract”). 1.02. Doran SLV, LLC has subsequently partially assigned its rights and obligations under the Contract to Doran St. Anthony, LLC and Doran SLV II, LLC, which are affiliates of Doran SLV, LLC (Doran SLV, LLC, Doran St. Anthony, LLC, and Doran SLV II, LLC are hereafter collectively the “Redeveloper”). 1.03. In order to provide a portion of the construction financing for the Minimum Improvements (as defined in the Contract), the Redeveloper’s mortgage lenders, Bremer Bank National Association (“Bremer”) and Bridgewater Bank (“Bridgewater,” and collectively with Bremer, the “Lenders”) required a subordination of certain of the City’s and Authority’s rights under the Contract with respect to the Minimum Improvements, as set forth in (i) the Assignment and Subordination of Development Agreement between the City, the Authority, the Redeveloper, and Bremer, and (ii) the Assignment and Subordination of Development Agreement and TIF Note between the City, the Authority, the Redeveloper, and Bridgewater (together, the “Subordinations”). 1.04. Section 7.3 of the Contract provides that the City and Authority shall consent to subordinate their rights under the Contract, so long as such subordination contains such reasonable terms and conditions as are mutually agreed by the parties in writing, and the Authority duly approved the Subordinations. 1.05. In order to clarify certain terms of the Subordinations to preserve the first position of certain City and Authority rights under the Contract, the parties have negotiated and propose to execute (i) an Amended and Restated Assignment and Subordination of Development Agreement, and (ii) an Amended and Restated Assignment and Subordination of Development Agreement and TIF Note (together, the “Amended Subordinations”), in the form presented to the Authority. 1.06. The Board has reviewed the Amended Subordinations and finds that the approval and execution of the Amended Subordinations are consistent with the provisions of the Contract and are in the best interest of the City and its residents. Section 2. Authority Approval; Other Proceedings. 2.01. The Amended Subordinations as presented to the Authority are hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the Chair and Executive Director, provided that execution of the Amended Subordinations by such officials shall be conclusive evidence of approval. 2.02. The Chair and Executive Director are hereby authorized to execute on behalf of the Authority the Amended Subordinations and any other documents requiring execution by the Authority in order to carry out the transaction described in the Amended Subordinations. 2.03. Authority staff and consultants are authorized to take any actions necessary to carry out the intent of this resolution. Approved by the Board of Commissioners of the Housing and Redevelopment Authority of St. Anthony Village, Minnesota this 24th day of November, 2020. ___________________________________ Chair ATTEST: _______________________________ Secretary 686762v1 MNI SA730-2 MEMORANDUM TO: Charlie Yunker – Interim City Manager and HRA Executive Director FROM: Stacie Kvilvang - Ehlers DATE: November 23, 2020 SUBJECT: Doran Redevelopment – Second Amendment to Contract for Private Redevelopment On June 17, 2020, the City and HRA approved the First Amendment to the Contract for Private Redevelopment with Doran SLV, LLC in connection to the Walmart redevelopment site. That amendment provided for: 1. Added language to address public health emergencies (including without limitation the COVID-19 pandemic) 2. Approved issuance of one PAYGO Note for $3.3 million instead of issuing two (2) notes for the combined amount; and 3. Pushed construction dates for Phase II back one year to December 31, 2022 and substantial completion by December 31, 2024 Since that time, the developer has determined to not commence construction until the spring of 2021 and has requested: 1. The Phase I construction date be moved to May 31, 2021 with substantial completion by April 1, 2023; and 2. The Phase II construction date be moved to May 31, 2023 with substantial completion by May 31, 2025 The Developer understands that by delaying construction of the project that they may not receive the full value of the PAYGO TIF note. Please contact me at 651-697-8595 with any questions. THIS PAGE LEFT INTENTIONALLY BLANK SECOND AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT This Second Amendment (“Second Amendment”) is made as of November __, 2020, by and between the HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY, MINNESOTA, a public body politic and corporate (the “Authority”), the CITY OF ST. ANTHONY VILLAGE, a Minnesota municipal corporation (the “City”), DORAN SLV, LLC, a Minnesota limited liability company (the “Phase I Redeveloper”), Doran St. Anthony, LLC, a Minnesota limited liability company (the “Phase I Owner”) and Doran SLV II, LLC, a Minnesota limited liability company (the “Phase II Owner and Redeveloper” and, together with the Phase I Redeveloper, the “Redeveloper”). WHEREAS, the Authority, the City, and the Phase I Redeveloper entered into that certain Contract for Private Redevelopment dated as of December 10, 2019, as amended by a First Amendment thereto dated as of June 23, 2020 (as so amended, the “Contract”), providing, among other things, for the construction of certain improvements (the “Minimum Improvements”) on the property legally described within the Contract (the “Redevelopment Property”); WHEREAS, prior to the date of this Second Amendment, the Phase I Redeveloper conveyed that portion of the Redevelopment Property legally described on Exhibit A attached hereto (“Phase I Property”) to the Phase I Owner; WHEREAS, as of the date of this Second Amendment, the Phase I Redeveloper is the Managing Member of the Phase I Owner; WHEREAS, prior to the date of this Second Amendment, the Phase I Redeveloper conveyed that portion of the Redevelopment Property legally described on Exhibit B attached hereto (“Phase II Property”) to the Phase II Owner and Redeveloper; and WHEREAS, the Redeveloper has requested, and the Authority and City have agreed, to acknowledge the transfer of ownership of the Redevelopment Property and to modify certain terms of the Contract arising as a result of effects of the COVID-19 pandemic on the construction market and other causes. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1. Acknowledgement of Transfer. The City and the Authority hereby acknowledge the transfer of the Phase I Property from the Phase I Redeveloper to the Phase I Owner and the transfer of the Phase II Property from the Phase I Redeveloper to the Phase II Owner and Redeveloper as permitted transfers under the Contract. 2. Amendment of Section 4.3(a) of the Contract. Section 4.3(a) of the Contract is amended as follows: (a) Subject to Unavoidable Delays, the Phase I Redeveloper shall commence construction of Phase I of the Minimum Improvements by May 31, 2021, and subject to Unavoidable Delays, the Phase II Owner and Redeveloper shall commence construction of Phase II of the Minimum Improvements by May 31, 2023. Subject to Unavoidable Delays, the Phase I Redeveloper shall complete the construction of Phase I of the Minimum Improvements by April 1, 2023, and subject to Unavoidable Delays, the Phase II Owner and Redeveloper shall complete the construction of Phase II of the Minimum Improvements by May 31, 2025. All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in substantial conformity with the Construction Plans as submitted by the Redeveloper and approved or deemed approved by the Authority. 2. Amendment to Section 7.2 of the Contract. Section 7.2 of the Contract is amended as follows: Section 7.2. Authority's Option to Cure Default on Mortgage. In the event that any portion of the Redeveloper's construction costs for either Phase of the Minimum Improvements is provided through mortgage financing authorized pursuant to this Article VII of this Agreement, and there occurs a default under such Mortgage, the Redeveloper shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the Holder of such Mortgage, but only to the extent the default described therein is reasonably likely to have a material adverse effect on the Redeveloper’s ability to perform its obligations under this Agreement. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within the cure period(s) afforded to the Redeveloper under such Mortgage or any loan documents relating thereto, subject to the terms of such Mortgage or loan documents. 3. Miscellaneous. Except as amended by this Second Amendment, the Contract shall remain in full force and effect. Wherever in the Contact or any other instrument, reference is made to the “Contract” such reference shall be to the Contract, as amended by this Second Amendment. Upon execution, Redeveloper shall reimburse the Authority for all out-of-pocket costs incurred by the Authority in connection with negotiating, drafting and approval of this Amendment. Each party hereto represents and warrants to the other parties that such party has the requisite power and authority to enter into this Second Amendment; that all necessary and appropriate approvals, authorizations and other steps have been taken to effect the legality of this Second Amendment; that the signatories executing this Second Amendment are authorized to do so on behalf of such party; and that this Second Amendment is valid and binding upon and enforceable against such party. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original. Facsimile or email copies of the signature pages to this Second Amendment shall be deemed to be originals for all purposes of this Second Amendment. IN WITNESS WHEREOF, the Authority, the City, the Phase I Owner and the Redeveloper have caused this Agreement to be duly executed by their duly authorized representatives as of the date first above written. HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY, MINNESOTA By Its Chair By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ____ day of _________, 2020, by ______________________ and ______________ the Chair and Executive Director of the Housing and Redevelopment Authority of St. Anthony, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota, on behalf of the Authority. Notary Public Authority signature page to Second Amendment to Contract for Private Redevelopment CITY OF ST. ANTHONY VILLAGE By Its Mayor By Its City Clerk STATE OF MINNESOTA ) ) SS. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2020 by ______________ and __________________, the Mayor and City Clerk, respectively, of the City of St. Anthony Village, a Minnesota municipal corporation, on behalf of the municipal corporation. Notary Public City signature page to Second Amendment to Contract for Private Redevelopment Doran SLV, LLC a Minnesota limited liability company By: Kelly J. Doran Its: Chief Manager STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of November, 2020, by Kelly J. Doran, the Chief Manager of Doran SLV, LLC, a Minnesota limited liability company, on behalf of said limited liability company. Notary Public Phase I Redeveloper signature page to Second Amendment to Contract for Private Redevelopment Doran St. Anthony, LLC a Minnesota limited liability company By: Doran SLV, LLC, a Minnesota limited liability company Its: Managing Member By: Kelly J. Doran Its: Chief Manager STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of November, 2020, by Kelly J. Doran, the Chief Manager of Doran SLV, LLC, a Minnesota limited liability company, as Managing Member of Doran St. Anthony, LLC, a Minnesota limited liability company, on behalf of said limited liability company. Notary Public Phase I Owner signature page to Second Amendment to Contract for Private Redevelopment Doran SLV II, LLC a Minnesota limited liability company By: Kelly J. Doran Its: Chief Manager STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of November, 2020, by Kelly J. Doran, the Chief Manager of Doran SLV II, LLC, a Minnesota limited liability company, on behalf of said limited liability company. Notary Public THIS DOCUMENT DRAFTED BY: Kennedy & Graven, Chartered (MNI) 470 US Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 (612) 337-9300 685163v1 MNI SA730-2 Phase II Owner and Redeveloper signature page to Second Amendment to Contract for Private Redevelopment EXHIBIT A TO SECOND AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT Phase I Property Lot 1, Block 1, Silver Lake Village 3rd Addition, according to the recorded plat thereof, Ramsey County, Minnesota EXHIBIT B TO SECOND AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT Phase II Property Lot 2, Block 1, Silver Lake Village 3rd Addition, according to the recorded plat thereof, Ramsey County, Minnesota CONSENT AND SUBORDINATION BREMER BANK, NATIONAL ASSOCIATION, a national banking association, the holder of that certain Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents dated October 30, 2020, filed of record with the Office of the County Recorder in and for Ramsey County, Minnesota on ________________, 2020, as Document No. ________________, hereby consents to the Second Amendment to Contract for Private Redevelopment to which this Consent and Subordination is attached (the “Agreement”) and agrees that its rights in the property affected by the Agreement shall be subordinated thereto. IN WITNESS WHEREOF, BREMER BANK, NATIONAL ASSOCIATION, a national banking association, has caused this Consent and Subordination to be executed this ____ day of November, 2020. [REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK] BREMER BANK, NATIONAL ASSOCIATION, a national banking association By: Bryan Witschen Its: Vice President STATE OF MINNESOTA ) ) ss: COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of November, 2020, by Bryan Witschen, the Vice President of Bremer Bank, National Association, national banking association, and acknowledged that he executed the instrument on behalf of the banking association. Witness my hand and seal. Notary Public My Commission Expires: CONSENT AND SUBORDINATION BRIDGEWATER BANK, a Minnesota state banking corporation, the holder of that certain Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents dated October 30, 2020, filed of record with the Office of the County Recorder in and for Ramsey County, Minnesota on ________________, 2020, as Document No. ________________, hereby consents to the Second Amendment to Contract for Private Redevelopment to which this Consent and Subordination is attached (the “Agreement”) and agrees that its rights in the property affected by the Agreement shall be subordinated thereto. IN WITNESS WHEREOF, BRIDGEWATER BANK, a Minnesota state banking corporation, has caused this Consent and Subordination to be executed this ____ day of November, 2020. [REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK] BRIDGEWATER BANK, a Minnesota state banking corporation By: Tyler Manning Its: Vice President STATE OF MINNESOTA ) ) ss: COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _____ day of November, 2020, by Tyler Manning, the Vice President of BRIDGEWATER BANK, a Minnesota state banking corporation, and acknowledged that he executed the instrument on behalf of the banking corporation. Witness my hand and seal. Notary Public My Commission Expires: THIS PAGE LEFT INTENTIONALLY BLANK HRA RESOLUTION 20-08 RESOLUTION APPROVING SECOND AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY, MINNESOTA, THE CITY OF ST. ANTHONY VILLAGE, DORAN SLV, LLC, DORAN ST. ANTHONY, LLC, AND DORAN SLV II, LLC BE IT RESOLVED BY the Board of Commissioners ("Board") of the Housing and Redevelopment Authority of St. Anthony, Minnesota (the "Authority") as follows: Section 1. Recitals. 1.01. Pursuant to its authority under Minnesota Statutes, Sections 469.001 to 469.047 and 469.174 to 469.1794, as amended, the Authority has undertaken a program to promote the development and redevelopment of land identified as the Northwest Quadrant which is underutilized within the City, and in this connection created its Redevelopment Project Area No. 3 (hereinafter referred to as the “Project”) in an area (the “Project Area”) located in the City pursuant to the Act, and previously established Tax Increment Financing District No. 3-5, a redevelopment TIF district (the “TIF District”), made up of property in the Project Area. 1.02. The Authority, the City of St. Anthony Village, and Doran SLV, LLC executed a Contract for Private Redevelopment, dated as of December 10, 2019 as amended by a First Amendment thereto dated as of June 23, 2020 (as so amended, the “Contract”), providing, among other things, for the construction of certain improvements (the “Minimum Improvements”) on the property legally described in the Contract and located within the TIF District (the “Redevelopment Property”). 1.03. Due to changes in circumstances caused by the COVID-19 pandemic and other factors, the parties have negotiated and propose to execute a Second Amendment to the Contract (the “First Amendment”) to extend the deadlines for the commencement and completion of construction of the Minimum Improvements, and to acknowledge certain partial assignments of Doran SLV, LLC’s rights and obligations under the Contract to Doran St. Anthony, LLC and to Doran SLV II, LLC. Section 2. Second Amendment Approved. 2.01. The Second Amendment as presented to the Board is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the Chair and Executive Director, provided that execution of the Second Amendment by such officials shall be conclusive evidence of approval. 2.02. The Chair and Executive Director are hereby authorized to execute on behalf of the Authority the Second Amendment and any documents referenced therein requiring execution by the Authority, and to carry out, on behalf of the Authority, its obligations thereunder. 2.03. Authority staff and consultants are authorized to take any actions necessary to carry out the intent of this resolution. Approved this 24th day of November, 2020, by the Board of Commissioners of the Housing and Redevelopment Authority of St. Anthony, Minnesota. _________________________________ Chair ATTEST: _____________________________ Secretary 686746v1 MNI SA730-2