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HomeMy WebLinkAbout10-23 - ADMIN Resolution - Economic Development Authority - 2010/12/20ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY EDA RESOLUTION NO. 10-23 RESOLUTION APPROVING A CONTRACT FO PRIVATE DEVELOPMENT CONTAINING A CONSTRUCTION ASSISTANCE PROGRAM LOAN TO M & L PROPERTIES, LLC, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR SUCH LOAN. BE IT RESOLVED BY the Board of Commissioners ("Board") of the St. Louis Park Economic Development Authority, St. Louis Park, Minnesota (the "Authority") as follows: Section 1. Authorization: Award of Loan. 1.01. Authorization. The Authority and the City of St. Louis Park have heretofore approved the establishment of the Victoria Ponds, Park Center Housing, CSM, Mill City, Edgewood, Wolfe Lake, Aquila Commons, and Elmwood Tax Increment Financing District (the "TIF Districts") within Redevelopment Project No. 1 ("Project"), have adopted a spending plan (the "Spending Plan") pursuant to Minnesota Laws 2010, Chapter 216, Section 32 (the "Job Creation Act") for the purpose of financing certain improvements within the Project using tax increments from the TIF Districts to stimulate job creation, and have established a Construction Assistance Program ("CAP") to provide further guidelines for use of the tax increments from the TIF Districts under the Spending Plan. Pursuant to the Job Creation Act, the Authority is authorized to provide loans, interest rate subsidies, or assistance in any form to private development consisting of the construction or substantial rehabilitation of buildings and ancillary facilities to create or retain jobs. Such assistance is payable from all or any portion of revenues derived from the TIF Districts and authorized for such use under the Spending Plan. The Authority hereby finds and determines that it is in the best interests of the Authority to provide a CAP Loan to M & L Properties, LLC (the "Developer") for the purpose of financing certain Acquisition Costs in connection with the construction by the Developer of certain Minimum Improvements, all as such terms are defined in the Contract for Private Development between the Authority and the Developer (the "Agreement") presented to the Board on the date hereof. 1.02. Approval of Agreement, Terms of the Loan. (a) The Authority hereby authorizes the President and Executive Director to execute the Agreement in substantially the form presented to the Board, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Agreement by those officials shall be conclusive evidence of their approval. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (b) Pursuant to the Agreement, the Authority will loan to the Developer the CAP Loan in the principal amount of the lesser of $420,000 or 33% of the total Construction Costs as defined in the Agreement, evidenced by a promissory note (the "Note") and secured by a mortgage (the "Mortgage") to be executed and delivered to the Authority by the Developer in substantially the forms attached hereto as Exhibit A and Exhibit B. Proceeds of the CAP Loan shall be disbursed in accordance with Section 3.4 of the Agreement. The Note shall bear interest at the rate of 6.0% per annum, subject to the provisions of Section 2 hereof. EDA Resolution No. 10-23 -2- Section 2. Repayment of Loan. The entire unpaid balance of principal and interest shall be due and payable upon the earlier of the following: (i) thirty (30) days after written notification by the Authority to the Developer of the occurrence of an Event of Default as defined in the Agreement or Mortgage; or (ii) ten (10) days after the Developer makes or allows to be made any total or partial transfer, sale, assignment, conveyance, lease, or transfer in any other mode, of the Development Property, if such transfer occurs within five (5) years after the issuance of a Certificate of Completion for the Minimum hnprovements as provided in Section 4.4 of the Agreement. If the Developer does not sell the Development Property within five (5) years of the issuance of the Certificate of Completion for the Minimum hnprovements, no payments of interest shall be payable on this Note and the principal balance shall be forgiven. Section 3. Effective Date. This resolution shall be effective upon approval. for Administration: Attest Adopted by the Economic Development Authority ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY EDA RESOLUTION NO. 10-2.3 RESOLUTION APPROVING A CONTRACT FO PRIVATE DEVELOPMENT CONTAINING A CONSTRUCTION ASSISTANCE PROGRAM LOAN TO M & L PROPERTIES, LLC, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR SUCH LOAN. BE IT RESOLVED BY the Board of Commissioners ("Board") of the St. Louis Park Economic Development Authority, St. Louis Park, Minnesota (the "Authority") as follows: Section 1. Authorization: Award of Loan. 1.01. Authorization. The Authority and the City of St. Louis Park have heretofore approved the establishment of the Victoria Ponds, Park Center Housing, CSM, Mill City, Edgewood, Wolfe Lake, Aquila Commons, and Elmwood Tax Increment Financing District (the "TIF Districts") within Redevelopment Project No. 1 ("Project"), have adopted a spending plan (the "Spending Plan") pursuant to Minnesota Laws 2010, Chapter 216, Section 32 (the "Job Creation Act") for the purpose of financing certain improvements within the Project using tax increments from the TIF Districts to stimulate job creation, and have established a Construction Assistance Program ("CAP") to provide further guidelines for use of the tax increments from the TIF Districts under the Spending Plan. Pursuant to the Job Creation Act, the Authority is authorized to provide loans, interest rate subsidies, or assistance in any form to private development consisting of the construction or substantial rehabilitation of buildings and ancillary facilities to create or retain jobs. Such assistance is payable from all or any portion of revenues derived from the TIF Districts and authorized for such use under the Spending Plan. The Authority hereby finds and determines that it is in the best interests of the Authority to provide a CAP Loan to M & L Properties, LLC (the "Developer") for the purpose of financing certain Acquisition Costs in connection with the construction by the Developer of certain Minimum Improvements, all as such terms are defined in the Contract for Private Development between the Authority and the Developer (the "Agreement") presented to the Board on the date hereof. 1.02. Approval of Agreement; Terms of the Loan. (a) The Authority hereby authorizes the President and Executive Director to execute the Agreement in substantially the form presented to the Board, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Agreement by those officials shall be conclusive evidence of their approval. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (b) Pursuant to the Agreement, the Authority will loan to the Developer the CAP Loan in the principal amount of the lesser of $420,000 or 33% of the total Construction Costs as defined in the Agreement, evidenced by a promissory note (the "Note") and secured by a mortgage (the "Mortgage") to be executed and delivered to the Authority by the Developer in substantially the forms attached hereto as Exhibit A and Exhibit B. Proceeds of the CAP Loan shall be disbursed in accordance with Section 3.4 of the Agreement. The Note shall bear interest at the rate of 6.0% per annum, subject to the provisions of Section 2 hereof. EDA Resolution No. 10-23 -2- Section 2. Repayment of Loan. The entire unpaid balance of principal and interest shall be due and payable upon the earlier of the following: (i) thirty (30) days after written notification by the Authority to the Developer of the occurrence of an Event of Default as defined in the Agreement or Mortgage; or (ii) ten (10) days after the Developer makes or allows to be made any total or partial transfer, sale, assignment, conveyance, lease, or transfer in any other mode, of the Development Property, if such transfer occurs within five (5) years after the issuance of a Certificate of Completion for the Minimum Improvements as provided in Section 4.4 of the Agreement. If the Developer does not sell the Development Property within five (5) years of the issuance of the Certificate of Completion for the Minimum Improvements, no payments of interest shall be payable on this Note and the principal balance shall be forgiven. Section 3. Effective Date. This resolution shall be effective upon approval. ed for Administration: Adopted by the Economic Development Authority n December 20, 2010 President Attest EDA Resolution No. 10-23 -3- Exhibit A to CAP Loan Resolution PROMISSORY NOTE $420,000 20_ Interest rate: 6.0% M & L Properties, LLC ("Maker"), for value received, hereby promises to pay to the St. Louis Park Economic Development Authority, a public body corporate and politic under the laws of Minnesota, or its assigns (collectively referred to herein as "Holder"), at its designated principal office or such other place as the Holder may designate in writing, the principal sum of Four Hundred Twenty Thousand and no/100`hs Dollars ($420,000.00) or so much thereof as may be advanced under this Note, with interest thereon at the rate of six percent (6.0%) per annum, in any coin or currency that at the time or times of payment is legal tender for the payment of private debts in the United States of America. The principal of and interest on this Note is payable as follows: 1. Simple interest shall accrue from the date of each draw, calculated on the basis of a 360 -day year consisting of twelve 30 -day months. The entire unpaid balance of principal and interest shall be due and payable upon the earlier of the following: (i) thirty (30) days after written notification by Holder to Maker of the occurrence of an Event of Default as defined in the Contract for Private Development between the Maker and the Holder, dated as of , 2010 (the "Agreement') or the Mortgage given by the Maker to the Holder of even date herewith (the "Mortgage") and demand of payment according to Section 15 of the Mortgage; or (ii) ten (10) days after the Maker makes or allows to be made any total or partial transfer, sale, assignment, conveyance, lease, or transfer in any other mode, of the Development Property (as defined in the Agreement and the Mortgage), if such transfer occurs within five (5) years after the date of issuance of a Certificate of Completion for the Minimum Improvements as defined in the Agreement. If the Maker does not sell the Development Property within five (5) years of the date of the Certificate of Completion and no Event of Default occurs and continues by such date, no interest payments shall be payable on this Note and the entire principal balance shall be forgiven. 2. This Note is secured by the Mortgage on the Development Property, given by the Maker to the Holder on the date hereof. All of the agreements, conditions, covenants, provisions, and stipulations contained in the Agreement and the Mortgage are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If an Event of Default occurs under the Agreement, the Mortgage, or any other instrument securing this Note, then the Holder of this Note may at its right and option, without notice, declare immediately due and payable the principal balance of this Note and interest accrued thereon, together with reasonable attorneys fees and expenses incurred by the Holder of this Note in collecting or enforcing payment hereof, whether by lawsuit or otherwise, and all other sums due hereunder or any instrument securing this Note. The Maker of this Note agrees that the Holder of this Note may, without notice to and without affecting the liability of the Maker, accept additional or substitute security for this Note, or release any security or any party liable for this Note or extend or renew this Note. EDA Resolution No. 10-23 -4- 3. The remedies of the Holder of this Note as provided herein, and in the Agreement, the Mortgage, or any other instrument securing this Note, shall be cumulative and concurrent and may be pursued singly, successively, or together, and, at the sole discretion of the Holder of this Note, may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Holder of this Note shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Note may not be amended, modified, or changed except only by an instrument in writing signed by the party against whom enforcement of any such amendment, modifications, or change is sought. 4. If any term of this Note, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Note, or the application of such term to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term of this Note shall be valid and enforceable to the fullest extent permitted by law. 5. If any Event of Default occurs, and if Holder engages legal counsel or others in connection with advice to Holder or Holder's rights and remedies under the Agreement or this Note, Maker shall pay all reasonable expenses incurred by Holder for such persons, irrespective of whether any suite or other proceeding has been or is filed or commenced. Any such expenses, costs and charges shall constitute additional principal, payable upon demand, and subject to this Note and the Mortgage. 6. It is intended that this Note is made with reference to and shall be construed as a Minnesota contract and is governed by the laws thereof. Any disputes, controversies, or claims arising out of this Note or the Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Note and the Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 7. The performance or observance of any promise or condition set forth in this Note may be waived, amended, or modified only by a writing signed by the Maker and the Holder. No delay in the exercise of any power, right, or remedy operates as a waiver thereof, nor shall any single or partial exercise of any other power, right, or remedy. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts, and things required to exist, happen, and be performed precedent to or in the issuance of this Note do exist, have happened, and have been performed in regular and due form as required by law. EDA Resolution No. 10-23 -5- IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the _ day of 20. M & L PROPERTIES, LLC Im Its [SIGNATURE PAGE FOR PROMISSORY NOTE] EDA Resolution No. 10-23 -6- Exhibit B to CAP Loan Resolution FORM OF MORTGAGE Mortgage Registration Tax: $ The maximum principal indebtedness secured by this mortgage is $ .00. MORTGAGE THIS MORTGAGE is given on , 20—. Borrower is M & L Properties, LLC, a Minnesota limited liability company ("Borrower"). This Mortgage is given to the St. Louis Park Economic Development Authority, a public body corporate and politic (the "Authority"). Borrower owes the Authority the principal sum of $ .00. This debt is evidenced by a promissory note of even date herewith (the "Note"). This Mortgage secures to Authority: (a) the repayment of the debt evidenced by the Note, and all renewals, extensions and modifications of the Note; (b) the payment of all other sums, advanced to protect the security of this Mortgage; (c) the performance of Borrower's covenants and agreements under this Mortgage and the Note; and (d) is subject to the terms and conditions of that certain Contract for Private Development between the Authority and the Borrower dated as of , 2010 (the "Agreement"). For this purpose, Borrower does hereby mortgage, grant and convey to the Authority, with power of sale, the property located in Hennepin County, Minnesota and fully described in the attached Exhibit A, together with all the improvements now or hereafter erected on the property, and all easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by this Mortgage. All of the foregoing is referred to in this Mortgage as the "Property." BORROWER COVENANTS that Borrower is lawfully seized of the estate hereby conveyed and has the right to mortgage, grant, and convey the Property and that the Property is unencumbered, except for encumbrances of record and as set forth in paragraph 17. Borrower warrants and will defend generally the title to the Property against all claims and demands, subject to any encumbrances of record. Borrower and the Authority agree as follows: 1. PAYMENT OF PRINCIPAL: LATE CHARGES. Borrower shall promptly pay when due the principal on the debt evidenced by the Note and any late charges due under the Note. 2. CHARGES: LIENS. Borrower shall pay all taxes, assessments, charges, fines, and impositions attributable to the Property which may attain priority over this Mortgage, and leasehold payments or ground rents, if any. Borrower shall pay these obligations on time directly to the person owed payment. Subject to the provisions of paragraph 17, Borrower shall promptly discharge any lien which has priority over this Mortgage unless Borrower: (a) agrees in writing to the payment of the obligation secured by the lien in a manner reasonably acceptable to the Authority; (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings EDA Resolution No. 10-23 -7- which in the Authority's opinion operate to prevent the enforcement of the lien; or (c) secures from the holder of the lien an agreement satisfactory to the Authority subordinating the lien to this Mortgage. If the Authority determines that any part of the Property is subject to a lien which may attain priority over this Mortgage, the Authority may give Borrower a notice identifying the lien. Borrower shall satisfy the lien or take one or more of the actions set forth above within thirty (30) days of the giving of notice. 3. HAZARD OR PROPERTY INSURANCE. Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire and any other hazards for which the Authority requires insurance. This insurance shall be maintained in the amounts and for the periods that the Authority reasonably requires. The insurance carrier providing the insurance shall be chosen by Borrower subject to the Authority's approval, which shall not be unreasonably withheld or delayed. If Borrower fails to maintain coverage described above, the Authority may, at the Authority's option, obtain coverage to protect the Authority's rights in the Property in accordance with paragraph 5. All insurance policies and renewals shall be reasonably acceptable to the Authority and shall include a standard mortgage clause. If the Authority requires, Borrower shall promptly give to the Authority all receipts of paid premiums and renewal notices. In the event of loss, Borrower shall give prompt notice to the insurance carrier and the Authority. The Authority may make proof of loss if not made promptly by Borrower. If under paragraph 15 the Property is acquired by the Authority, Borrower's right to any insurance policies and proceeds resulting from damage to the Property prior to the acquisition shall pass to the Authority to the extent of the sums secured by this Mortgage immediately prior to the acquisition. 4. PROTECTION OF THE PROPERTY. Borrower shall not destroy or damage the Property or commit waste on the Property. Borrower shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in the Authority's good faith judgment could result in forfeiture of the Property or otherwise materially impair the lien created by this Mortgage or the Authority's security interest. Borrower may cure such a default and reinstate, as provided in paragraph 13, by causing the action or proceeding to be dismissed with a ruling that, in the Authority's good faith determination, precludes forfeiture of Borrower's interest in the Property or other material impairment of the lien created by this Mortgage or the Authority's security interest. Borrower shall also be in default if Borrower gave materially false or inaccurate information or statements to the Authority in connection with the loan evidenced by the Note. 5. PROTECTION OF AUTHORITY'S RIGHTS IN THE PROPERTY. If Borrower fails to perform the covenants and agreements contained in this Mortgage, or there is a legal proceeding that may significantly affect the Authority's rights in the Property (such as a proceeding in bankruptcy, condemnation or forfeiture), the Authority may do and pay for whatever is necessary to protect the value of the Property and the Authority's rights in the Property. The Authority's actions may include paying any sums secured by a lien which has priority over this Mortgage, appearing in court, paying reasonable attorneys fees and entering on the Property to make repairs. Although the Authority may take action under this paragraph 5, the Authority is not required to do so. EDA Resolution No. 10-23 -8- Any amounts disbursed by the Authority under this paragraph 5 shall become additional debt of Borrower secured by this Mortgage. Unless Borrower and the Authority agree to other terms of payment, these amounts shall bear interest from the date of disbursement at a rate equal to the interest rate on the Note and shall be payable, with interest, upon notice from the Authority to Borrower requesting payment. 6. INSPECTION. The Authority or its agent may make reasonable entries upon and inspections of the Property. 7. CONDEMNATION. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of any part of the Property, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to the Authority. In the event of a total taking of the Property, the proceeds shall be applied to the sums secured by this Mortgage, whether or not then due, with any excess paid to Borrower. In the event of a partial taking of the Property in which the fair market value of the Property immediately before the taking is equal to or greater than the amount of the sums secured by this Mortgage immediately before the taking, unless Borrower and the Authority otherwise agree in writing, if any, the sums secured by this Mortgage shall be reduced by the amount of the proceeds multiplied by the following fraction: (a) the total amount of the sums secured immediately before the taking, divided by (b) the fair market value of the Property immediately before the taking. Any balance shall be paid to Borrower. In the event of a partial taking of the Property in which the fair market value of the Property immediately before the taking is less than the amount of the sums secured immediately before the taking, unless Borrower and the Authority otherwise agree in writing or unless applicable law otherwise provides, the proceeds shall be applied to the sums secured by this Mortgage whether or not the sums are then due. The Authority acknowledges this Mortgage is subordinate to the liens specifically referred to in Section 17 hereof. 8. FORBEARANCE BY AUTHORITY NOT A WAIVER. Any forbearance by the Authority in exercising any right or remedy shall not be a waiver of or preclude the exercise of any right or remedy. 9. SUCCESSORS AND ASSIGNS BOUND. The covenants and agreements of this Mortgage shall bind and benefit the successors and assigns of the Authority and Borrower. 10. LOAN CHARGES. If the loan secured by this Mortgage is or becomes subject to a law which sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from Borrower which exceeded permitted limits will be refunded to Borrower. The Authority may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower. If a refund reduces principal, the reduction will be treated as a partial prepayment under the Note. EDA Resolution No. 10-23 -9- 11. NOTICES. Any notice to Borrower provided for in this Mortgage shall be given by delivering it personally or by mailing it by first class United States mail, postage prepaid, return receipt requested. The notice shall be directed to Borrower at 7300 West Lake Street, St. Louis Park, Minnesota 55416, or any other address Borrower designates by notice to the Authority. Any notice to the Authority shall be given or mailed to City Hall, 5005 Minnetonka Avenue, St. Louis Park, Minnesota 55416, Attention: Executive Director, or any other address the Authority designates by notice to Borrower. Any notice provided for in this Mortgage shall be deemed to have been given to Borrower or the Authority when given as provided in this paragraph. 12. GOVERNING LAW; SEVERABILITY. This Mortgage shall be governed by the law of the state of Minnesota. In the event that any provision or clause of this Mortgage, the Agreement, or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage, the Agreement, or the Note which can be given effect without the conflicting provision. To this end, the provisions of this Mortgage, the Agreement, and the Note are declared to be severable. 13. BORROWER'S RIGHT TO REINSTATE. If Borrower meets certain conditions, Borrower shall have the right to have enforcement of this Mortgage discontinued at any time prior to the earlier of: (a) five (5 )days before sale of the Property pursuant to any power of sale contained in this Mortgage; or (b) entry of a judgment enforcing this Mortgage. Those conditions are that Borrower: (a) pays the Authority all sums which then would be due under this Mortgage, the Agreement and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurred in enforcing this Mortgage, including, but not limited to, reasonable attorneys fees; and (d) takes such action as the Authority may reasonably require to assure that the lien of this Mortgage, the Authority's rights in the Property and Borrower's obligation to pay the sums secured by this Mortgage shall continue unchanged. Upon reinstatement by Borrower, this Mortgage and the obligations secured hereby shall remain fully effective as if no acceleration had occurred. 14. HAZARDOUS SUBSTANCES. Borrower shall not cause or permit the presence, use, disposal, storage, or release of any hazardous substances on or in the Property, except those solvents, oils, cleaning materials, and other substances as are used in the ordinary course of Borrower's business. Borrower shall not do, and will use its best efforts not to allow anyone else to do, anything affecting the Property that is in violation of any environmental law. Borrower shall promptly give the Authority written notice of any investigation, claim, demand, lawsuit or other action by any governmental or regulatory agency or private party involving the Property and any hazardous substance or environmental law of which Borrower has actual knowledge. If Borrower learns, or is notified by any governmental or regulatory EDA, that any removal or other remediation of any hazardous substance affecting the Property is necessary, Borrower shall promptly take all necessary remedial actions in accordance with that environmental law. As used in this paragraph 14, "hazardous substances" are those substances defined as toxic or hazardous substances by environmental law and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials. As used in this paragraph 14, "environmental law" means federal or state laws that relate to environmental protection. EDA Resolution No. 10-23 -10- 15. ACCELERATION: REMEDIES. The Authority shall give notice to Borrower prior to acceleration following Borrower's breach of any covenant or agreement in this Mortgage ("Event of Default"). The notice shall specify: (a) the default; (b) the action required to cure the default; (c) a date, not less than thirty (30) days from the date the notice is given to Borrower by which the default must be cured, provided, however, if Borrower is diligently pursuing a cure, Borrower shall have such additional time as is reasonably necessary to complete the cure; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this Mortgage and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and sale. If the default is not cured on or before the date specified in the notice, the Authority at its option may require immediate payment in full of any sums secured by this Mortgage without further demand and may invoke the power of sale and any other remedies permitted by law. The Authority shall be entitled to collect all expenses incurred in pursuing the remedies provided in this paragraph 15, including, but not limited to, reasonable attorneys fees. If the Authority invokes the power of sale, the Authority shall cause a copy of a notice of sale to be served upon any person in possession of the Property. The Authority shall publish a notice of sale, and the Property shall be sold at public auction in the manner prescribed by law. The Authority or its designee may purchase the Property at any sale. The proceeds of the sale shall be applied in the following order: (a) to all expenses of the sale, including, but not limited to, reasonable attorneys fees; (b) to all sums secured by this Mortgage; and (c) any excess to the person or persons legally entitled to it. 16. RELEASE OF MORTGAGE. Upon payment or forgiveness of all sums secured by this Mortgage, the Authority shall discharge this Mortgage without charge to Borrower. Authority shall pay any recordation costs. 17. PERMITTED ENCUMBRANCES. The Authority acknowledges this Mortgage is subordinate to the following previously recorded lien[s] on the Property: (a) [insert if necessary] EDA Resolution No. 10-23 -11- M & L PROPERTIES, LLC By: Its: STATE OF MINNESOTA ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of 20_ by , the of M & L Properties, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public This document drafted by: KENNEDY & GRAVEN, CHARTERED (MNI) 200 South Sixth Street 470 U.S. Bank Plaza Minneapolis, MN 55402 (612)337-9300 EDA Resolution No. 10-23 -12- EXHIBIT A TO MORTGAGE LEGAL DESCRIPTION