Res 2023-43 TIF Pilot Knob BC LLCEXTRACT OF MINUTES OF MEETING
OF THE CITY COUNCIL OF THE
CITY OF MENDOTA HEIGHTS, MINNESOTA
HELD: August 2, 2023
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Mendota Heights, Dakota County, Minnesota, was duly called and held at the City Hall in said
City on August 2, 2023, at 7:00 P.M.
The following members were present:
and the following were absent:
Member �� YJ�IbaUi� introduced the following resolution and moved its adoption:
CITY OF MENDOTA HEIGHTS
DAKOTA COUNTY, NIINNESOTA
RESOLUTION N0.2023-43
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF ASSIGNMENT
AND ASSUMPTION OF RIGHTS AND OBLIGATIONS AGREEMENT
A. WHEREAS, the City of Mendota Heights, Minnesota (the "City") entered into a
Development Agreement, dated March 1, 2021 (the "Development Agreement") with Pilot Knob
BC LLC, a Minnesota limited liability company (the "Developer").
B. WHEREAS, the Developer desires to assign its interest in the Development
Agreement and the TIF Note (as defined in the Development Agreement) pursuant to an
Assignment and Assumption of Rights and Obligations Agreement (the "Assignment") by and
between the Developer and 1420 Perron Road East Owner, LLC, a Delaware limited liability
company.
C. WHEREAS, a draft of the Assignment has been submitted to the City Council of
the City for approval.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Mendota
Heights, Minnesota, as follows:
1. The City Council hereby approves the Assignment in substantially the form
submitted, and the Mayor and City Administrator are hereby authorized and directed to execute
the Assignment on behalf of the City.
2. The approval hereby given to the Assignment includes approval of such
additional details therein as may be necessary and appropriate and such modifications thereof,
deletions therefrom and additions thereto as may be necessary and appropriate and approved by
the City officials authorized by this resolution to execute the Assignment. The execution of the
Assignment by the appropriate officer or officers of the City shall be conclusive evidence of the
approval of the Assignment in accordance with the terms hereof.
The motion for adoption of the foregoing resolution was duly seconded by member
Mail I0 and, after full discussion thereof, and upon a vote being taken thereof, the
following voted in favor thereof:
and the following voted against same:
Adopted this 2nd day of August, 2023.
ep 'e B. Levine, Mayor
Attest:
Cheryl ac s n. C'ry Administrator
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF MENDOTA HEIGHTS
I, the undersigned, being the duly qualified and acting City Administrator of the City
Council of the City of Mendota Heights, Minnesota, DO HEREBY CERTIFY that I have
carefully compared the attached and foregoing extract of minutes with the original minutes of a
meeting of the City Council City held on the date therein indicated, which are on file and of
record in my office, and the same is a full, true and complete transcript therefrom insofar as the
same relates to a Resolution Authorizing the Execution of Assignment and Assumption of Rights
and Obligations Agreement.
WITNESS my hand as such City Administrator of the City Council of the City of
Mendota Heights, Minnesota this 2 day of , 2023.
1 ��V�M�.
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ASSIGNMENT AND ASSUMPTION OF
RIGHTS AND OBLIGATIONS AGREEMENT
Tax Increment Financing District No. 3
(Pilot Knob BC LLC Project)
This instrument drafted by:
Taft, Stettinius &Hollister (MLI)
2200 IDS Center
80 South 8�' Street
Mimleapolis, Minnesota 55402
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ASSIGNMENT AND ASSUMPTION OF
RIGHTS AND OBLIGATIONS AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS
AGREEMENT ("Assignment" or "Agreement"), made as of August 2 2023, by and among the
City of Mendota Heights, Minnesota (the "City"), Pilot Knob BC LLC, a Minnesota limited
liability company, as assignor ("Assignor"), and 1420 Perron Road East Owner, LLC, a
Delaware limited liability company, as assignee ("Assignee").
RECITALS:
WHEREAS, the City entered into a Development Agreement, dated March 1, 2021, with
the Assignor (the "Development Agreement") and the Assignor desires to assign its interest in
the Development Agreement to Assignee pursuant to this Agreement.
WHEREAS, pursuant to the Development Agreement, the City issued a Tax Increment
Revenue Note dated February 1, 2022 in the principal amount of $300,000 (the "TIF Note") in
favor of the Assignor, and the Assignor desires to assign its interest in the TIF Note to the
Assignee pursuant to this Agreement.
WHEREAS, the Assignor desires to assign to the Assignee its rights, and be released
from all of its duties, obligations and responsibilities under the Development Agreement and the
TIF Note arising or accruing after the date of this Assignment, and the Assignee is willing to
accept and assume such rights, duties, obligations and responsibilities under the Development
Agreement and the TIF Note arising or accruing after the date of this Assignment.
NOW THEREFORE, in consideraflon of the premises, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1.
Incorporation of
Recitals:
The recitals set forth above are hereby incorporated into the
body
of this Assignment as if fully
restated herein.
2. Assignment of Agreement: The Assignor hereby assigns, transfers and quitclaims to the
Assignee all rights, duties, obligations and responsibilities under the Development Agreement
and the TIF Note arising or accruing after the date of this Assignment, subject to the terms of this
Agreement. The Assignee hereby accepts such rights and assumes such duties, obligations and
responsibilities of the Assignor as the "Developer" under the Development Agreement and the
TIF Note arising or accruing after the date of this Assignment, subject to the terms of this
Agreement. Assignor shall retain rights, liabilities or obligations under the Development
Agreement and the TIF Note arising or occurring prior to the date of this Assignment, but shall
have no further rights, liabilities or obligations under the Development Agreement or TIF Note
associated with actions or inactions arising or occurring after the date of this Assignment. The
Assignor warrants that it is not in default under the Development Agreement.
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3. Covenants of Assignee:
(a) As a condition of the assignment herein, the Assignee hereby expressly assumes
the duties, obligations and responsibilities of the Assignor as the "Developer" under the
Development Agreement.
(b) The Assignee acknowledges that it may not re -assign its rights as the "Developer"
under the Development Agreement without the express prior written consent of the City, which
consent shall not be unreasonably withheld, delayed or conditioned as provided in the
Development Agreement.
(c) The Assignee certifies that it has the qualifications and financial responsibility
necessary and adequate to fulfill the obligations undertaken by the Developer in the
Development Agreement.
(d) The Assignee hereby agrees to indemnify and hold the Assignor and the City
harmless from all claims by third parties arising from and after the date of this Assignment, as
provided in the Development Agreement.
4. Assignee Default: In the event the Assignee defaults under the terms and obligations of
the Development Agreement assigned hereunder and does not cure the default in accordance
with the terms of the Development Agreement, the Assignee acknowledges the City has the right
to pursue any remedies against the Assignee as provided in the Development Agreement without
any notice to and without seeking any remedy from the Assignor.
5. Governing Law: It is agreed that this Assignment shall be governed by, construed and
enforced in accordance with the laws of the State of Minnesota.
6. Partial Invalidity: The invalidity of any portion of this Assignment will not and shall
not be deemed to affect the validity of any other provision. In the event that any provision of this
Assignment is held to be invalid, the parties agree that the remaining provisions shall be deemed
to be in fuli force and effect as if they iiad 'peen executed by both parties subsequent to the
expungement of the invalid provision.
7. Entirety of Agreement: This Assignment shall constitute the entire agreement between
the parties and any prior understanding or representation of any kind preceding the date of this
Assignment shall not be binding upon either party except to the extent incorporated in this
Agreement.
8. Modification: Any modification of this Agreement or additional obligation assumed by
either party in connection with this Assignment shall be binding only if placed in writing and
signed by each party or an authorized representative of each party.
9. Paragraph Headings: The titles to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify, or aid in the
interpretation of the provisions of this Agreement.
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10. Execution in Counterparts: This Agreement may be executed, acknowledged and
delivered in any number of counterparts and each of such counterparts shall constitute an original
but all of which together shall constitute one agreement.
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To evidence their agreement to the foregoing, the Parties have duly executed this
Agreement effective as of the date hereof.
ASSIGNOR:
PILOT KNOB BC LLC
By:
Its:
S-1
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ASSIGNEE:
1420 PERRON ROAD EAST OWNER, LLC
By:
Its:
S-2
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CONSENT AND ACKNOWLEDGMENT OF
THE CITY OF MENDOTA HEIGHTS, MINNESOTA
The City of Mendota Heights, Minnesota, by its undersigned designated representatives,
hereby expressly consents to the assignment of the Development Agreement and the TIF Note
by Pilot Knob BC LLC, pursuant to the terms and condifions of the foregoing Assignment and
Assumption of Rights and Obligations Agreement. The City further joins this Agreement to
conf rm the facts set forth herein.
CITY OF MENDOTA HEIGHTS,
MINNESOTA
By:
Ma r
By:
City A stra
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