IV. 1. Loan Agreement - Blake Road Station (HRA2021-04)August 17, 2021 HRA Report 2021-04
LOAN AGREEMENT – BLAKE ROAD STATION
Proposed Action
Staff recommends adoption of the following motion: Move to approve the Loan Agreement
between the Hopkins Housing and Redevelopment Authority and TF Hopkins, LLC.
Overview
The Blake Road Station project is the redevelopment of 7.4 acres located at the intersection of
Excelsior Boulevard and Blake Road South. Trilogy Real Estate Group has proposed to
develop the site in a three-phase, multi-modal transit-oriented development adjacent to the
Blake Road Southwest LRT Station. Each phase will build upon the improvements of the
previous phase and will ultimately result in an increasingly connected, pedestrian friendly, and
transit-focused community.
The project will add to the mix of housing choices for area residents, providing a new
opportunity to live immediately adjacent to the light rail transit station. The development also
includes retail space, with tenants yet to be identified. The development will substantially
increase the taxable market value of the property. The first phase alone will result in an
estimated annual increase in local property taxes from $28,000 per year to approximately
$456,000.
The expectation has been that this development would not rely on a City financial subsidy and
therefor conversations have not focused on what community goals could be achieved through
financial participation by the City. However, over the time it has taken to put the project
together several factors have caused an increase in project budget to the point the developer
has indicated it is not financially feasible without City assistance. Staff is recommending
financial assistance be limited to environmental clean-up activities.
Primary Issues to Consider
•What is the financial assistance request from Trilogy?
•Is the assistance necessary for the project to move forward?
•What is the appropriate level of assistance and what are the recommended
terms?
Supporting Information
•Loan Agreement
___________________________
Kersten Elverum
Director of Planning & Development
Financial Impact: $685,000 Budgeted: No Source: TIF 2-11
Related Documents (CIP, ERP, etc.): _______________________________________
Analysis of the Issues
What is the financial assistance request from Trilogy?
Trilogy Real Estate Group has submitted an application to the City of Hopkins for financial
assistance to support the Blake Road Station development. The request is for $1.831 million
for the first phase; $7.758 million for all three phases. There are several factors that have
contributed to the financial gap in the project including environmental remediation, escalating
lumber costs, design changes and other project changes. The specific request is as follows:
Environmental and Demolition Grant(s) are requested as the work & costs associated with
abatement of regulated materials, remediation of contaminated soils and the resulting
additional building controls and construction premiums added to the funding shortfall. Non-City
grant opportunities were pursued and a $340,521 Environmental Grant from DEED was
awarded to the project.
Park Dedication Fees:
Currently the intention is not to re-plat, therefore not triggering park dedication fee collection.
Replating may be beneficial at a later time and allow for the conveyance of the interior site
improvements and conformance with established zoning requirements. The request is to hold
park dedication fees at current rates to ensure later development phases are not further
burdened.
Traffic Signal at Pierce Avenue
The applicant wants assurance that they will not be responsible for any aspect of the
installation of a traffic signal at the intersection of Pierce Avenue and Excelsior Boulevard, if
one is warranted in the future.
Rent Subsidy for Retail:
The subsidy will assist the development to sustain the retail component and lower rents for
create community serving retail.
Is the assistance necessary for the project to move forward?
City staff, and our financial consultant, Ehler’s, believe that some additional financial
assistance is necessary for the project to move forward (see attached memo.) It is staff’s
recommendation that the basis for the assistance be tied to the environmental remediation
necessary for development. The City and developer were successful in obtaining a clean-up
grant through DEED totaling $340,521, but were not successful in applications to Hennepin
County and the Met Council. The total costs of remediation, demolition and related costs for
phase I are $1,111,188, leaving a balance of $685,000 after adjustments are made.
Providing assistance to the developer for these costs will bring the site into a level field as
greenfield sites or sites without significant environmental issues, and staff supports assisting
with the environmental clean-up costs for community benefits.
The developer and the City of Hopkins will pursue environmental clean-up funds for phase II
and phase III, estimated to cost $1.95 million. If they are not successful in obtaining grant
funds for the total cost, less required developer match, the developer has requested City
assistance to bridge those potential future gaps. Staff is supportive of assistance for future
environmental costs, if needed.
Currently Park Dedication Fees are $3,000 per housing unit constructed and 5% of the value
of the commercial space. Staff supports capping the park dedication fee at today’s rate in
order to eliminate the unknown impact of future increases which are possible given that park
dedication fees have not been increased for several years and are currently being analyzed for
an increase.
The Traffic Impact Analysis referenced in the Environmental Assessment Worksheet notes a
traffic signal to be installed to mitigate delays at Excelsior Blvd and Pierce Ave. It further
details that the signal requirements will occur with omitting the proposed development from the
analysis. The signal is recommended to be installed by 2030 and expected to provide benefit
to the transit lines and commuter traffic that will use Pierce Avenue to access bus stops and
the Green Line Extension. The city can give assurances that the traffic signal and related
infrastructure costs are not to be assessed in part or whole to the Trilogy project.
The retail subsidy was a new concept that has not been previously discussed with the
developer and the benefits to the community are not understood at this time. The first phase
of construction, which is the only phase of the project that is being considered for site plan
approval, only has 2000 square feet of retail space which is anticipated to be leased at market
rates.
As the second and third phases of the development are brought forward for site plan approval,
the developer may revisit the opportunity to work with the City to shape a development that
meets community goals and as a result, revisit a request for assistance for affordable
commercial space, as it is merited.
What is the appropriate level of assistance and what are the recommended terms?
Based on the information provided, it is staff’s recommendation that the City, through the
Housing and Redevelopment Authority, provide a forgivable loan to the developer of $685,000
for phase I. Funds for the loan would be provided through excess Tax Increment Financing
(TIF) from the 2-11 TIF District. These funds are eligible expenditures for redevelopment.
As structured, the loan would be forgiven after 10 years, but would be required to be paid back
if the property was sold or transferred within the 10-year period.
In regards to the park dedication fees and traffic signal installation costs, those items are
addressed in the PUD Agreement as part of the land use approvals. There is not a retail rental
assistance component to the first phase of the development.
Alternatives
The HRA has the following alternatives regarding this item:
• Approve the loan agreement as proposed
• Amend the loan agreement and approve
• Elect not to enter into a loan agreement at this time. With this action, the project
may not move forward.
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LOAN AGREEMENT
THIS AGREEMENT (the “Agreement”) is made and entered into this ___ day of
____________, 2021, between the Hopkins Housing and Redevelopment Authority, a public body
corporate and politic under the laws of Minnesota (the “HRA”), and TF Hopkins, LLC, a Delaware
limited liability company (the “Borrower”):
RECITALS
1. The purpose of the HRA is as follows:
A. Provide a sufficient supply of adequate, safe and sanitary dwellings in order to
protect the health, safety, morals and welfare of the city;
B. Clear and redevelop blighted areas;
C. Provide commercial development opportunities; and
D. Redevelop blighted areas in situations in which private enterprise would not act
without governmental participation or subsidies.
2. The Borrower is acquiring certain real property (7.4 acres of land located at the intersection
of Excelsior Boulevard and Blake Road South, Hopkins, Minnesota 55021 and legally
described in Exhibit B attached hereto (the “Property”). The Borrower plans to perform
environmental remediation at the Property and make improvements to the Property,
including the construction of a three-phase, multi-modal transit-oriented development
adjacent to the Blake Road Southwest LRT Station. It will contain a mix of housing
choices for area residents, providing a new opportunity to live immediately adjacent to the
light rail transit station. The development also includes development of retail space, with
tenants yet to be identified.
3. The Borrower has requested financial assistance from the HRA in the amount of
$685,000.00 to assist with the cost of environmental remediation, at the Property.
4. The HRA has agreed to lend to the Borrower, upon execution of this Agreement, project
financing for a total of up to $685,000.00 (six hundred eighty-five thousand dollars) in
funds for environmental remediation at the Property, subject to additional approvals by the
HRA and compliance with all stated requirements.
DOCSOPEN\HP145\60\740460.v3-8/11/21 2
5. The HRA has reviewed this Agreement and finds that execution of this Agreement by the
HRA and performance of the HRA’s obligations hereunder are in the best interests of the
HRA, the City, and its residents.
6. The parties are authorized and empowered to enter into this Agreement under the laws of
the State of Minnesota.
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter
set forth, the HRA and the Borrower agree as follows:
1. The recitals set forth in the preamble to this Agreement and the exhibits attached to this
Agreement are incorporated into this Agreement as if fully set forth herein.
2. The Borrower intends to make certain eligible environmental remediation improvements
to the Property in accordance with its proposal (the “Improvements”). Upon final
inspection and approval of the Improvements to the satisfaction of the HRA, the HRA
agrees to provide funds in an amount not to exceed Six Hundred Eighty-Five Thousand
Dollars ($685,000.00) (the “Funds”) as reimbursement for the Improvements. Such Funds
shall be provided as a $685,000 forgivable loan pursuant to the Promissory Note (the
“Note”), the form of which is attached hereto as Exhibit C.
3. The Borrower agrees to fully comply with all stated requirements, and acknowledges that
all terms, conditions, and requirements are made part of this Agreement.
4. The Borrower agrees to execute, at closing, the Note and a separate mortgage (the
“Mortgage”), the form of which is attached hereto as Exhibit D. All documents executed
shall, as deemed necessary by the HRA, be filed with the County Recorder and/or Registrar
of Titles. The HRA shall maintain a lien on the Property pursuant to the security
instruments required herein.
5. Failure to comply with any term, covenant, condition, or requirement contained in this
Agreement, or contained in any note, mortgage, or other instrument executed in connection
with this Agreement, following thirty (30) days after the HRA gives written notice
specifying the form of said non-compliance, shall constitute a breach of this Agreement
and a default by the Borrower.
If any default shall occur, the HRA may declare the Funds provided to Borrower to be due
and payable in accordance with the terms of the Note. The HRA may also pursue remedies
available under the terms of any mortgage or other instrument executed to secure its
interests in the Funds or the Property, and other such remedies as may be available under
local, state, or federal laws.
6. The Borrower, for itself and for its successors and/or its assigns, further agrees and
consents to the filing of such security instruments and this Agreement with the government
officials or entities appropriate to protect the interest of the HRA in the Property.
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7. Without limitation of any provision set forth herein, the Borrower agrees to pay to the HRA
any costs or expenses, including without limitation attorney fees, incurred by the HRA in
enforcing any provision of this Agreement.
8. Except as expressly set forth herein, nothing in this Agreement shall constitute a limitation
or waiver of the HRA’s or the City’s right to enforce any ordinance, law, rule, or regulation.
9. The Borrower shall and does hereby agree to protect, defend, indemnify and hold the HRA,
including its officers, agents, and employees, harmless of and from any and all liability,
loss, or damage that it may incur under or by reason of this Agreement, and of and from
any and all claims and demands whatsoever that may be asserted against the HRA by
reason of any alleged obligations or undertakings on the part of the HRA to perform or
discharge any of the terms, covenants, or agreements contained in this Agreement. This
indemnification and hold harmless provision shall survive the execution, delivery, and
performance of this Agreement and the payment or repayment of any Funds. The Borrower
waives notice of the acceptance of this Agreement by the HRA. Nothing in this Agreement
shall constitute a waiver or limitation of the HRA’s immunities or limitations on liability
as set forth in Minnesota Statutes, Chapter 466 or otherwise.
10. A notice, demand, or other communication under this Agreement by either party to the
other shall be sufficiently given or delivered if it is dispatched by registered or certified
mail, postage prepaid, return receipt requested, or delivered personally; and
(A) as to the Developer: TF Hopkins, LLC
520 W. Erie St., Ste. #100
Chicago, IL 60654
Attn: ___________________
with a copy to: Taft Stettinius & Hollister LLP
2200 IDS Center
80 South 8th Street
Minneapolis MN 55402
Attn: Justin P. Weinberg
(B) as to the City: City of Hopkins
1010 1st Street South
Hopkins, MN 55343
Attn: City Manager
with a copy to: Scott J. Riggs, City Attorney
Kennedy & Graven, Chartered
150 South 5th Street, Suite 700
Minneapolis, MN 55402
or at such other address with respect to either such party as that party may, from time to
time, designate in writing and forward to the other as provided in this section 10.
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11. This Agreement may be executed in any number of counterparts, each of which shall
constitute one and the same instrument.
12. The HRA and the Borrower acknowledge that nothing contained in this Agreement nor any
act by the HRA and the Borrower shall be deemed or construed by the parties or by any
third person to create any relationship of third-party beneficiary, principal and agent,
limited or general partner, or joint venture between the HRA, the City, and the Borrower.
13. This Agreement shall be governed by and construed in accordance with the laws of the
state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement
shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement
waive any objection to the jurisdiction of these courts, whether based on convenience or
otherwise.
14. The performance or observance of any promise or condition set forth in this Agreement
may be waived, amended, or modified only by a writing signed by both parties. 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.
15. This Agreement may be modified solely through written amendments hereto executed by
both the Borrower and the HRA.
16. The Borrower shall not assign, subcontract, transfer, or pledge this Agreement whether in
whole or in part, without the prior written consent of the HRA.
17. Wherever possible, each provision of this Agreement and each related document shall be
interpreted so that it is valid under applicable law. If any provision of this Agreement or
any related document is to any extent found invalid by a court or other governmental entity
of competent jurisdiction, that provision shall be ineffective only to the extent of such
invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement or any other related document.
18. This Agreement, together with the Exhibits hereto, which are expressly incorporated by
reference, constitutes the complete and exclusive statement of all mutual understandings
between the parties with respect to this Agreement, superseding all prior or
contemporaneous proposals, communications, and understandings, whether oral or written,
pertaining to the subject matter of this Agreement or concerning the Funds.
19. This Agreement shall be recorded among the land records of Hennepin County, Minnesota.
The provisions of this Agreement shall run with the Property and be binding upon the
Borrower and its assigns or successors in interest.
20. The Borrower warrants that all work performed pursuant to this Agreement shall be in
compliance with existing laws, codes, ordinances, pertinent regulations, standards, and
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specifications. This Agreement does not act as a substitute for any permits or approvals
that are otherwise required by the Borrower in order to complete any of the Improvements.
21. Each of the undersigned parties warrants it has the full authority to execute this Agreement.
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IN WITNESS WHEREOF, the Borrower, having signed this Agreement, and the HRA having
duly approved this Agreement on the day and year first written above and pursuant to such
approval and the proper HRA officials having signed this Agreement, the parties hereto agree to
be bound by the provisions herein set forth.
TF Hopkins, LLC, a Delaware limited liability
company
By:
Name:
Its:
Date:
By:
Name:
Its:
Date:
STATE OF MINNESOTA )
) ss
COUNTY OF ____________ )
On this day of _______________, 2021, before me personally appeared
______________________, the of TF Hopkins, LLC, a Delaware
limited liability company, and ______________________, the of TF
Hopkins, LLC, a Delaware limited liability company, on behalf of said company.
Notary Public
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Hopkins Housing and Redevelopment
Authority
By:
Jason Gadd
Its: President
By:
Michael Mornson
Its: Executive Director
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
On this ___ day of ____________, 2021, before me personally appeared Jason Gadd and
Michael Mornson, the President and Executive Director, respectively, of the Hopkins Housing and
Redevelopment Authority, a public body corporate and politic under the laws of Minnesota, on
behalf of said authority.
_________________________________
Notary Public
This document drafted by:
Kennedy & Graven, Chartered (SJR)
700 Fifth Street Towers
150 South Fifth Street
Minneapolis, MN 55402
B-1
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EXHIBIT B
LEGAL DESCRIPTION OF THE PROPERTY
The land to which this Agreement applies is legally described as follows:
Lots 1 through 3, inclusive, Block 1, Hopkins Commerce Center Addition, Hennepin
County, Minnesota.
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EXHIBIT C
PROMISSORY NOTE
$685,000.00 Date: _______________, 2021
TF Hopkins, LLC, a Delaware limited liability company (“Maker”), for value received,
hereby promises to pay to the Hopkins Housing and Redevelopment 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 Six hundred eighty-five thousand and No/100 Dollars (685,000.00) or so much
thereof as may be advanced under this Note, without interest thereon, 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 in installments due as follows:
1. The entire unpaid balance of principal 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 any
default or non-compliance with any provision or requirement of the Loan Agreement, dated
_______________, 2021, between the Maker and Holder (the “Agreement”); or (ii) ten (10) days
after the Maker makes or allows to be made any total or partial transfer, sale, assignment, conveyance
or transfer in any other mode, of the Property (as such term is defined in the Agreement), if such
transfer occurs within ten (10) years after the date of this Note. If the Maker does not sell the Property
within ten years of the Loan Closing Date and does not default under the Agreement, no payments
shall be payable on this Note and the entire principal balance shall be forgiven.
2. This Note is given pursuant to the Agreement between the Maker and Holder. If any
information in the Agreement is found to be invalid for whatever reason, such invalidity shall
constitute an Event of Default hereunder.
3. All of the agreements, conditions, covenants, provisions, and stipulations contained in
the Agreement 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, 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, if any, 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.
4. The remedies of the Holder of this Note as provided herein, and in the Agreement,
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.
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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.
5. 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.
6. 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 suit 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.
7. 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 shall be heard in the state or federal courts of Minnesota, and all parties to this Note
waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise.
8. 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.
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IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed as of the ____
day of _______________, 2021.
TF Hopkins, LLC, a Delaware limited
liability company
By: ____________________________________
Its:
By: ____________________________________
Its:
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EXHIBIT D
THE MORTGAGE
Mortgage
THIS MORTGAGE, made this _____ day of ________________________, 2021, by TF Hopkins,
LLC, a Delaware limited liability company, with its principal place of business located at 520
W. Erie St., Ste. #100, Chicago, IL 60654 (“Mortgagor”), to the Hopkins Housing and
Redevelopment Authority, a public body corporate and politic under the laws of Minnesota,
located at 1010 1st Street South, Hopkins, MN 55343 (“Mortgagee”).
WITNESSETH: That said Mortgagor hereby mortgages and conveys to said Mortgagee
the following described premises located at PID Nos. 19-117-21-42-0044, 19-117-21-42-0045 &
19-117-21-42-0046, Hopkins, Minnesota, Hennepin County Minnesota (the “Property”), and
legally described as:
Lots 1 through 3, inclusive, Block 1, Hopkins Commerce Center Addition, Hennepin
County, Minnesota.
This Mortgage is given in consideration of and as security for the payment of Six hundred
eighty-five thousand and No/100 Dollars (685,000.00) (the “Loan”), receipt of which is hereby
acknowledged and which is made to enable the Mortgagor to make improvements to the Property.
The Loan is evidenced by a Promissory Note (the “Note”), attached hereto as Exhibit A, and
repayment of the Loan shall be in accordance with the terms of the Note.
Mortgagor makes and includes in this Mortgage the statutory covenants and other
provisions set forth in Minnesota Statutes Section 507.15, including the following:
a. To warrant title to the Property;
b. To pay all other mortgages, liens, charges or encumbrances against the Property as and
when they become due;
c. To pay the indebtedness of the Note as herein provided;
d. To pay all real estate taxes on the Property;
e. To keep the Property in repair and not commit waste; and
f. To keep the Property insured against loss by fire and other hazards for at least the sum
of the full insurable value of the Property for the protection for the Mortgagee.
If the Mortgagor herein shall pay the Mortgagee herein, its successors or assigns, the sum
of Six hundred eighty-five thousand and No/100 Dollars (685,000.00) when it becomes due
according to the terms of the above-mentioned Note, then this Mortgage shall be null and void,
otherwise to remain in full force and effect. But if default shall be made in payment of said sum
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when due or in any of the covenants or agreements contained herein, then the Mortgagee may
declare immediately due and payable the entire unpaid principal balance together with interest
thereon, if any, and the Mortgagee, its successors or assigns, are hereby authorized and empowered
to foreclose this Mortgage by action or advertisement, pursuant to the statutes of the State of
Minnesota in such case made and provided, power being expressly granted to sell the Property at
public auction and convey the same to the purchaser in fee simple and, out of the proceeds arising
from such sale, to pay the principal of the Note with interest, if any, together with all legal costs
and charges of such foreclosure and the maximum attorneys’ fees permitted by law.
Mortgagee prior to acceleration shall mail notice to Mortgagor specifying: (1) the event of
default; (2) the action required to cure such event; (3) the date, not less than 30 days from the date
the notice is mailed to Mortgagor, by which date such default must be cured; and (4) that failure
to cure such 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 Mortgagor
of the right to reinstate after acceleration and the right to bring a court action to assert the
nonexistence of a default or any other defense of Mortgagor to acceleration and sale. If the default
is not cured on or before the date specified in the notice, Mortgagee at Mortgagee’s option, may
declare all of the sums secured by this Mortgage to be immediately due and payable without further
demand and may invoke the power of sale hereby granted and any other remedy permitted by
applicable law.
Notwithstanding Mortgagee’s acceleration of the sums secured by this Mortgage,
Mortgagor shall have the right to have any proceedings begun by Mortgagee to enforce this
Mortgage discontinued at any time prior to the earlier of (i) sale of the Property pursuant to the
power of sale contained in this Mortgage or (ii) a judgment enforcing this Mortgage, if: (a)
Mortgagor pays Mortgagee all sums constituting the default actually existing under this Mortgage
and the Note at the commencement of foreclosure proceedings under this Mortgage; (b) Mortgagor
cures all breaches of any other covenants or agreements of Mortgagor contained in this Mortgage;
(c) Mortgagor pays all reasonable expenses incurred by Mortgagee in enforcing the covenants and
agreements of Mortgagor contained in this Mortgage and in enforcing Mortgagee’s remedies as
provided herein, including, but not limited to, reasonable attorneys’ fees, and (d) Mortgagor takes
such action as Mortgagee may reasonably require to assure that the lien of this Mortgage,
Mortgagee’s interest in the Property and Mortgagor’s obligation to pay the sums secured by this
Mortgage shall continue unimpaired. Upon such payment and cure by Mortgagor, this Mortgage
and the obligations secured hereby shall remain in full force and effect as if no acceleration had
occurred.
MORTGAGOR HEREBY: EXPRESSLY CONSENTS TO THE FORECLOSURE AND
SALE OF THE MORTGAGED PROPERTY BY ACTION PURSUANT TO MINNESOTA
STATUTES CHAPTER 581 OR, AT OPTION OF MORTGAGEE, BY ADVERTISEMENT
PURSUANT TO MINNESOTA STATUTES CHAPTER 580, WHICH PROVIDES FOR SALE
AFTER SERVICE OF NOTICE THEREOF UPON THE OCCUPANT OF THE MORTGAGED
PROPERTY AND PUBLICATION OF SAID NOTICE FOR SIX WEEKS IN THE COUNTY IN
MINNESOTA WHERE THE MORTGAGED PROPERTY IS SITUATED AND
ACKNOWLEDGES THAT SERVICE NEED NOT BE MADE UPON MORTGAGOR
PERSONALLY UNLESS MORTGAGOR IS AN OCCUPANT AND THAT NO HEARING OF
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ANY TYPE IS REQUIRED IN CONNECTION WITH THE SALE AND EXCEPT AS MAY BE
PROVIDED IN SAID STATUTES, EXPRESSLY WAIVES ANY AND ALL RIGHT TO PRIOR
NOTICE OF SALE OF THE MORTGAGED PROPERTY.
This Mortgage and the Note shall be construed according to the laws of the State of
Minnesota. In the event that any provision or clause of this Mortgage or the Note conflicts with
applicable law, such conflict shall not affect other provisions of this Mortgage or the Note which
can be given effect without the conflicting provision.
IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be duly executed
as of the day and year first above written.
MORTGAGOR:
TF Hopkins, LLC
By: ____________________________________
____________________________________
Its:
By: ____________________________________
____________________________________
Its:
STATE OF MINNESOTA )
)ss.
COUNTY OF _________ )
On this day of _______________, 2021, before me personally appeared
_____________________, the and , the
__________________________ of TF Hopkins, LLC, a Delaware limited liability company on
behalf of said company.
Notary Public
This document drafted by:
Kennedy & Graven, Chartered (SJR)
700 Fifth Street Towers
150 South Fifth Street
Minneapolis, MN 55402
DOCSOPEN\HP145\60\740460.v3-8/11/21 D-A-1
EXHIBIT A
EXECUTED PROMISSORY NOTE
[TO BE INSERTED]