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B-1
<br />EL185\77\970529.v2
<br />EXHIBIT B
<br />PURCHASE PRICE NOTE
<br />$1,378,019.60 Date of Issuance: _________, 2024
<br />JADE ELK PROPERTIES LLC, a Minnesota limited liability company (the “Developer”), for
<br />value received, hereby promises to pay to the CITY OF ELK RIVER, MINNESOTA (the “City”), at its
<br />designated principal office or such other place as the City may designate in writing, the principal sum of
<br />ONE MILLION THREE HUNDRED SEVENTY EIGHT THOUSAND NINETEEN DOLLARS and
<br />60/100ths Dollars ($1,378,019.60), or so much thereof as remains outstanding from time to time (the
<br />“Principal Balance”), on this Purchase Price Note (the “Note”) pursuant to that certain Purchase
<br />Agreement, dated as of June 25, 2024, between the City and the Developer (the “Purchase Agreement”)
<br />and that certain Amended and Restated Development Assistance Agreement, between the City, Heritage
<br />Millwork, Inc., a Minnesota corporation (the “Company”), and the Developer, dated ________, 2024 (the
<br />“Development Assistance Agreement”), with interest as hereinafter provided, in any coin or currency
<br />which at the time or times of payment is legal tender for the payment of private debts in the United States
<br />of America. All terms capitalized used herein and not defined have the definitions given such terms in
<br />the Purchase Agreement or the Development Assistance Agreement, as applicable.
<br />1. Commencing on the Closing Date and continuing until the Principal Balance of, and all
<br />accrued interest on, this Note has been repaid in full, interest shall accrue on the Principal Balance at a
<br />rate of 5.00% per annum (the “Interest Rate”). Interest shall be calculated on the basis of a 360-day year
<br />of twelve 30-day months.
<br />2. This Note shall be paid as follows:
<br />(a) The amounts due under this Note shall be payable in semiannual installments,
<br />commencing August 1, 2026, and on each February 1 and August 1 thereafter to and including February
<br />1, 2035, or, if the first day of either February 1 or August 1 should not be a Business Day (as defined in
<br />the Development Assistance Agreement), the next succeeding Business Day (the “Payment Dates”) in the
<br />amounts shown in the schedule below constituting payments of principal and interest due (each a
<br />“Payment Installment”). On each Payment Date, the City will credit against the Payment Installment then
<br />due, an amount equal to the Purchase Price Note Pledged Tax Increment received by the City in the 6-
<br />month period preceding such Payment Date. If, on December 1 of each year commencing December 31,
<br />2026 and continuing through December 1, 2035, the Purchase Price Pledged Tax Increment received by
<br />the City in the 12-month period preceding each August 1 payment date is less than the amount shown in
<br />the schedule below for such 12 month period, the Developer shall pay, by check or draft mailed to the
<br />City, an amount equal to the deficiency (the “Shortfall”). The Developer is obligated to pay a Shortfall
<br />within 15 days after receipt of a written notice from the City requesting payment for such Shortfall.
<br />Date Amount Date Amount Date Amount Date Amount
<br />8/1/2026 $37,985.50 2/1/2029 $109,422.00 8/1/2031 $120,556.00 8/1/2033 $128,595.00
<br />2/1/2027 $37,985.50 8/1/2029 $113,015.00 2/1/2032 $120,556.00 2/1/2034 $128,595.00
<br />8/1/2027 $78,382.50 2/1/2030 $113,015.00 8/1/2032 $124,511.50 8/1/2034 $132,811.50
<br />2/1/2028 $78,382.50 8/1/2030 $116,725.00 2/1/2033 $124,511.50 2/1/2035 $132,811.50
<br />Page 258 of 327
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