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city of El River City of Elk River City Council Resolution 24-49 A Resolution of the City Council of the City of Elk River Approving an Amended and Restated Development Assistance Agreement and Subordination Agreements related to the Heritage Millwork Project NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River, Minnesota, as follows: Section 1. Recitals. 1.01. The City intends to convey certain property in the City (the "Development Property") to Developer, a Minnesota limited liability company (the "Developer"), pursuant to a certain Purchase Agreement (the "Purchase Agreement") for the purposes of constructing an approximately 110,000 square foot industrial warehouse facility (the "Project") to be operated by Heritage Millwork, Inc., a Minnesota corporation (the "Company"). PLM Properties, LLC ("PLM") has assigned its interest in the Purchase Agreement to Developer, pursuant to a certain Assignment of Purchase Agreement, by and between the Developer and Developer and consented to by the City. The City has previously approved a certain Development Assistance Agreement (the "Development Assistance Agreement"), by and among the City, PLM (the predecessor to the Developer) and the Company, pursuant to which the City has agreed to accept a purchase price note in the amount of $1,378,020.60 as payment (the "Purchase Price Note") for a portion of the purchase price for the Development Property. The Purchase Price Note will be paid pursuant to its terms and the terms of the Development Assistance Agreement by tax increments derived from the Development Property and the improvements thereon. 1.02. To finance the Project, Developer has received (i) construction loans from First Bank Elk River, a Minnesota state banking corporation (the `Bank"), in the estimated principal amount of $17,554,000 (collectively, the "Bank Loan"), and (ii) a loan (the "SBA Loan" and, together with the Bank Loan, the "Bank Loans") from Twin Cities -Metro Certified Development Company, a Minnesota nonprofit corporation (the "SBA Lender" and, together with the Bank, the "Lenders"), assigned to the U.S. Small Business Administration, in an amount not to exceed $4,824,000, and the Lenders, and as a condition of giving Developer the Bank Loans, require that the City subordinate its rights under the Development Assistance Agreement and related documents pursuant to (i) a certain Debt Subordination Agreement by and between the City and the Bank (the "Bank Subordination Agreement"), a form of which is presented to the City Council, and (ii) a certain Subordination Agreement, made by the City for the benefit of the SBA Lender (the "SBA Subordination Agreement" and, together with the Bank Subordination Agreement, the f O if E R E I I I NA TUR L