Cover Letter and Attachments to Jamie ThelenCITY OT CHANIIASSXI'I
Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow
November 24, 2021
Mr. Jamie J Thelen
Chanhassen Gateway Place, LLC
366 South Tenth Avenue,
PO Box 727, Waite Park, Minnesota 56387-0727
Dear Mr. Thelen:
Enclosed are the following documents:
Zoning Letter.
Certificate of Compliance (two originals).
Release of Contract for private Development (two originals).
Subordination Agreement (three originals). Please retum one to the City
Ifyou have any questions, please contact me at (952) 227-1134 or saljaff@ci.chanhassen.mn.us.
Respectfully.
1
2
J
4
Sharmeen Al-Jaff,
Senior Planner
g:\planu006 planning cases\06{5 gateway north subdivision_gateway plac€ site plafl\cover Ietter-docx
PH 952.227.1100. www.ci.chanhassen'mn.us' FX 952.227.1110
,OO I"IARKET BOULEVARD . PO BOX I4T.CHANHASSEN .MINNESOTA 55317
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CITY OT CHANIIASSIN
Chanhassen is a Community for Life - Providing for Today and Planning for Tomonow
November 24. 2021
Mr. Jamie J Thelen
Chanhassen Gateway Place, LLC
366 South Tenth Avenue,
POBox727, Waite Park, Minnesota 56387-0727
Re 721 Lake Susan Drive, Chanhassen, MN 55317
PID25.293OO2O CTIANHASSEN GATEWAY PLACE LLC
Lot l, Block 2, Gateway North
This office has been requested to confirm certain facts and circumstances conceming the current
zoning and land use of the above-referenced property. In fi.rtherance of that request, we hereby
confirm and advise you as follows, to wit:
The above-referenced property is located within the corporate limits ofthe City of
Chanhassen, Carver County, Minnesota. Accordingly, the building and other improvements
comprising the property are under the jurisdiction and are required to comply with the
building codes, ordinances and regulations ofthe City of Chanhassen, Cawer County,
Minnesota.
2. The property is located in a district with zoning classification of Planned Unit Development,
PUD, and a Comprehensive Plan designation of Mixed Use. The zoning classification is
consistent with the Comprehensive Plan designation (link to Regulations is provided below).
The Planned Unit Development Design Standards (CHANHASSEN GATEWAY) goveming
the subject property are enclosed. The use of the building for a 48-unit multi-family
residential building is a permitted use in the zoning district.
3. On April 10, 2006, the Chanhassen City Council approved the final plat for Planning Case #06-
05 for Chanhassen Gateway North.
4. On February 27 ,2006, the City Council approved the site plan with a variance for the reduction
of nine enclosed parking spaces for Plaruring Case 06-05 for Chanhassen Gateway Place for the
construction of a 48 Unit Multifamily Residential Building as shown on the plans received
January 6, 2006, subject to conditions.
PH 952.227.1100. www.ci.chanhassen.mn.us' FX 952.227.1110
77OO MARKET BOULEVARD'PO BOX I4T.CHANHASSEN .MINNESOIA 55317
Dear Mr. Thelen:
Mr. Jamie J Thelen
Re: 721 Lake Susan Drive, Chanhassen, MN 55317
November 24, 2021
Page2
5. A Certificate of0ccupancy has been issued for the property. We are not aware of any
circumstances which would render the certificate of occupancy invalid or cause it to be
revoked.
6. Our review of the records of this office with respect to the property reveals (a) no cunent
active violations of the property ofthe zoning regulations and land use approvals applicable
thereto, and (b) no past violations of the same which remain uncured at this time.
7. The property is located in an area of minimal flood hazard, Community Panel Number
27019C0231D, effective on December 21,2018.
8. The property complies with the subdivision ordinances affecting it and can be conveyed
without the filing ofa plat or replat of the property.
9. All improvements and the use of the property currently comply with all applicable provisions
ofthe Code including zoning, land use, set-backs, and parking, and are in compliance with
applicable building and fire codes and do not violate any current occupancy ordinance or
resolutions of regulation ofthe City.
I0. There are no additional variances, conditional use permits, or special use permits required for
the construction ofthe improvements on the property.
11. There are no pending applications, staff-initiated recommendations, or administrative actions
1o change or amend the current zoning ordinance or zoning map or Comprehensive Plan so as
to modifu the permitted uses of the land upon which the property is located or which would
affect or impose additional conditions on the above-described current use ofthe property or
any tenant improvement, ifany, remaining to be constructed at the project.
12. The property has access via a public street (Lake Susan Drive) and is served by City storm
sewer, sanitary sewer, and water.
13. The property is not located in any local or national historic preservation district.
14. The Chanhassen City Code is available at the following link:
www.ci.chanhassen.mn.uVcitycode. Information regulating the use of the property can be
found in Chapter 20. Zoning.
This information was researched by the undersigrred upon request as a public service. The
undersigned certifies that the above information is believed to be accurate. However, neither the
undersilned nor the city assumes liability for errors or omissions. All information was obtained
from public records which may be inspected during normal business hours'
Mr. Jamie J Thelen
Re 721 Lake Susan Drive, Chanhassen, MN 553 17
November 24, 2021
Page 3
Should additional information be required of this offrce conceming the property, you may
contact the undersigned at (952) 227-1134 or saliaff@ci.chanhassen.mn.us. The City's website
ts www us.
I
Sharmeen
Senior Planner
g:\planVoning letters\72 I lake susan drive.docx
Respectfully,
(re sened fo r reco rd ing)
CERTIFICATE OF COMPLIAI\CE
The CITY OF CHANHASSEN, a Minnesota municipal corporation ("City") hereby
represents and certifies to CHANHASSEN GATEWAY PLACE, LLC, a Minnesota limited
liability company ("Onner"), that the City has reviewed the obligations set forth in that certain
Development Contract by and between the City and Chanhassen Galeway Place, LLC, a
Minnesota limited liability company ("Developer"), dated April 10,2006, recorded October 6,
2006 as Abstract Document No. A451284 in the Office of the County Recorder, Carver County,
Minnesota ("Development Contract"), as it relates to the property legally described as
Lot l, Block 2, Gateway North, Carver County, Minnesota, according to the
recorded plat thereof
("Subj ect Propert-v").
The City hereby certifies to Owner that the Developer has firlly and completely complied
with its obligations to construct public improvements under the Development Contract, all
warranties have expired, and that any sums due and owing under the Development Contract by
the Developer have been collected and paid in full, with the exception of levied and pending
special assessments, if any, created by the Development Contract.
I218961\ |
The City further certifies that the Contract is in full force and effect with respect to the
properties referenced therein as of the date hereof.
IN WITNES
ed this ?.3
S \I'HE OF ty has caused this Certificate of Compliance to beC
execut
( Seal)
202t.
CITY OF CHANHASSEN
day of 0
B;"
Laurie Hokkanen, City Manager
granted by its City Council.
Ncl
THIS INSTRUMENT WAS DRAFTED BY:
DRAFTED BY:
CAi0BELL KNl.-IIsoN,
Prole ssio nal A s s o c iatio a
crand Oak Oflice Center I
860 Blue Gentian Road, Suite 290
Eagan, Mimesota 5512!
Telephone: (651) 452-5000
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STATE OF MINNESOTA )
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COUNTYOFCARVER )
the foregoing instrument was acknowledged before me this 7l) auy of
lilW'' ,202l,by Laurie Hokkanen, the City Manager of the City of Chanhassen, a
frffi;6 .r"icipal corporation, on behalf of the corporation and pursuant to the authority
.,,,, t t, J tir t,,. 1 \l.up ottunnrtnt t
RELEASE OF
CONTRACT FOR PRIVATE DEVELOPMENT
RpLEASEp{ CONTRACT FOR PRIVATE DEVELOPMENT granted *is OT
dav of N0V{zfflHr'f .202t.by the CHANHASSEN ECoNoMIC DEVELoPMENT
AUTHORITY, a public body corporate and politic under the laws of Minnesota ("EDA")
WHEREAS, the EDA and Chanhassen Gateway Place, LLC, a Minnesota limited
liability company, have entered into a Contract for Private Development dated April 10, 2006 and
recorded October 6. 2006 as Carver County Document No. A451286 ("Contract"): and
WHEREAS, the EDA has been requested to release and discharge the property legally
described on Exhibit A ("Property") from the Contract;
WIIEREAS, all requirements of the Contract have been met as to the Property and there
is no longer a need to have the Contract recorded against the Property.
NOW TIIEREFORE, be it resolved by the Chanhassen Economic Development
Authority:
The Property is released and discharged fiom the Contmct.
ADOPTED this ')T auy ,,f [,flV0/mV0f 2021.
[Remoinder of the page is intentionally lef blanlc
Signature page is to follow.l
2l9l 2l v I
CHANHASSEN ECONOI\TIC
DE\IELOPI\IENT AUTHORITY
B1'6.1i fl^t ,,,D
rtise nyan, Ctraigl
And \,$AvPu/\+rW$xfl/b
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Laurie Hokkanen. Executive Director
STATE OF MINNESOTA )
COIjNTY OF CARVER
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instrument was acknowledged before me this day of
2021. by Elise R1'an and by Laurie Hokkanen, respectively the President
and Executive Director of the Chanhassen Economic Development Authorie', a public body
corporate and politic under the laws of Minnesota. on entity.
GHRISIINE S. TUSIAI{
NOTABY PUBLIC
i,]NNESOTA
La,, Comnisrroil Extrres Jan 31. 202
DRAFTED BY:
CAMPBELL KNUTSoN,
Profe s s io n a I A s s o c ia tio n
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Mimesota 55121
Telephone: (65 1 ) 452-5000
AMP
The
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2l9l2lvl
EXHIBIT A
Lot l, Block 2, Gateway North, Carver County. Minnesota
3
2l9l2lvl
B
SUBORDINATION AGREENIENT
THIS SUBORDINATION AGREEMENT ("Agreement") is entered into this
-
da1'of
January, 2022, by and among BRIDGEWATER BANK a Minnesota banking corpomtion
("Senior Lender"), and the CITY OF CIIANHASSEN, a Minnesota municipal corporation (the
"Subordinate Lender'').
RECITALS
CHANHASSEN GATEWAY PLACE, LLC, a Minnesota limited liability company
("Borrower") is the owner ofcertain land located at 721 Lake Susan Drive, in Chanhassen,
Minnesota, and legally described in Exhibit A ("Land"). The Land is improved with a
multifamily building ("Improvements" together with the Land shall be collectively
referred to as fie, "Mortgaged Property").
Senior Lender has agreed to extend a loan in the original principal amount of$3,400,000.00
to the Borrower (the "senior Loan"), which is evidenced pursuant to a Promissory Note
executed by the Borrower in favor of Senior Lender in the amount of $3,400,000.00 (the
"senior Note"), the proceeds ofwhich shall be disbursed to Borrower pursuant to the terms
ofa Loan Agreernent by and between Borrower and Senior Lender of even date herewith
(the "senior Loan Agreernent"), in connection uith the Mortgaged Property' The Senior
Loan is secured in part by a Combination Mortgage, Security Agreement, Fixture Filing
and Assignment of Leases and Rents of even date herewith executed by the Borrower in
favor of the Senior Lender, encumbering the Mortgaged Proper$' (the "Senior
Mortgage").
Pursuant to an Inclusionary Housing Account Promissory Note dated as ofJune 14' 2006
executed by the Borrower in favor of the Subordinate Lender (the "Subordinate Note"),
the Suborinate Lender made a loan to Borrower in the original principal amount of
$300,000.00 (.subordinate Loan"). The Subordinate Loan is secured by an lnclusionary
Housing Account Mortgage dated June 14, 2006 executed by the Borrower in favor oflhe
Subordltate Lender, eniumbering the Mortgaged Property, recorded on October 6, 2006
with the Carver County Recorder's Office as Document No. A451296 (the "Subordinate
Mortgage").
C
Suborditrttion Agreement
2425841 vl
A.
D The execution and delivery of this Agreernent is a condition of Senior Lender consenting
to the Subordinate Loan.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties agree as follows:
t. Definitions. The following terms, when used in this Agreernent (including, as appropriate,
when used in the above recitals), will have the following meanings.
(a) The terms used in this Agreemant and not otherwise defined in this Agreanent, will
have the meanings given to those terms in the Senior [,oan Agreernents.
(b)"Bankruptcy Proceeding' means any bankruptcy, reorganization, insolvencl'.
composition, restructuring, dissolution, liquidation, receivership, assignment for
the benefit ofcreditors, or custodianship action or proceeding under any federal or
state law with respect to Borrower, any guarantor ofany of the Senior Indebtedness,
any of their respective properties, or any of their respective partners, members,
offi cers, directors, or shareholders.
(c)"Borrower" means all persons or entities identified as "Borrouer" in the first
Recital ofthis Agreement, together with their successors and assigts, and any other
person or entity who acquires title to the Mortgaged Property after the date of this
Agreement; provided that the term "Borrower" *'ill not include Senior Lender if
Senior Lander acquires title to the Mortgaged Propeay.
"Enforcement Action" means any of the following actions taken by or at the
direction of any Subordinate Lender: the acceleration of all or any part of any
Subordinate Indebtedness, the advertising ofor commencernent ofany UCC sale,
the obtaining ofor seeking of the appointment of a receiver, the seeking ofdefault
interest, the taking ofpossession or control of any of the Mortgaged Property, the
commencement ofany suit or other legal, administrative, or arbitration proceeding
based upon any Subordinate Note or any other ofthe Subordinate Loan Documents,
the exercising ofany banker's lien or rights of set-offor recoupment, or the exercise
of any other remedial action against Borrower, any other party liable for any
Subordinate lndebtedness (including any guarantor of any of the Subordinate
Indebtedness) or obligated under any Subordinate Loan Documents.
"Enforcement Action Notice" means a *ritten Notice from any Subordinate
Lender to Sanior Lender, given following any one or more Subordinate ['oan
Default(s) and the expiration of any Notice or cure periods provided for such
Subordinate Loan Default(s) in the applicable Subordinate Loan Documents,
setting forth in reasonable detail such Subordinate Loan Default(s) and the
Enforcement Actions proposed to be taken by Subordinate Lender'
(d)
(e)
(0 "Notice" is defined in Section 6(d)
Subordination Agreement Page 2
(g)"Senior Indebtedness" means all sums evidenced or secured or guaranteed by, or
otherwise due and payable to Senior Lender pursuant to, the Senior Loan
Documents.
(h)"Senior Lender" means the person or entity named as such in the first paragraph
of this Agreement. and any other person or entity that becomes the legal holder of
the Senior Notes after the date ofthis Agreonent.
(i)"Senior Loan Default" means any act, failue to act, event, condition, or
occr.rrence which constitutes, or which with the giving of Notice or the passage of
time, or both, would constitute, an "Event of Default" as defined in the Senior Loan
Documents.
0)"Senior Loan Documents" means the "Loan Documents" collectively as defined
in the Senior loan Agreement.
(k)"Subordinate Indebtedness means all sums evidenced or secured or guaranteed
by, or otherwise due and payable to the Subordinate Lander pursuant to, the
Subordinate Loan Documents.
0) "Subordinate Lender" means the Subordinate Lender and any other person or
entity who becomes the legal holder of the Subordinate Note after the date of this
Agreement.
(m) "Subordinate Loan Default" means any act, failure to act, evert, condition, or
occurence which allows (but for any contrary provision of this Agreement), or
which with the giving of Notice or the passage of time, or both, would allow (but
for any contrary provision of this Agreernent), the Subordinate Lender to take an
Enforcernent Action; provided, however, that for purposes of this Agreernent, no
Subordinate Loan Default shall occur solely by reason ofa cross-default provision
in the Subordinate [-oan Documents relating to a Subordinate Loan Default.
(n)"Subordinate Loan Documents" means the Subordinate Note, the Subordinate
Mortgage, and all other documents at any time evidencing, securing, guaranteeing,
or otherwise delivered in connection with the Subordinate Indebtedness. as the
same may be amended.
(o)"Subordinate Note" means the promissory note or other evidence of the
Subordinate Indebtedness referred to in the Subordinate Note and any replacement
of the Subordinate Note.
2.Subordination of Subordinate Indebtedness.
(a)The Subordinate Indebtedness is and will at all times continue to be subject and
subordinate in right of payment to the prior payment in full of the Senior
Indebtedness as provided in this Agreernent.
Subordination Agreement Page 3
(b)Until the occurrence ofa Senior Loan Default, Subordinate Lender will be entitled
to retain for its own account all payments made on account of the principal ofand
interest on Subordinate Indebtedness in accordance with the requiranents of
Subordinate Loan Documents. However, immediately upon Subordinate Lender's
receipt ofNotice or actual knowledge ofa Senior Loan Default, Subordinate Lender
will not accept any payments on account ofany Subordinate lndebtedness and the
provisions of Section 2(c) of this Agreernent will apply. Subordinate Lender
acknowledges that any Subordinate Loan Default constitutes a Senior Loan
Default. Accordingly, upon the occurrence of any Subordinate Loan Default,
Subordinate Lender will be deemed to have actual knowledge of a Senior Loan
Default.
(c) If(i) Subordinate Lender receives any payment, property, or asset ofany kind or in
any form on account ofthe Subordinate Indebtedness (including any proceeds from
any Enforcernent Action) after a Senior Loan Default of which Subordinate Lender
has actual knowledge (or is deemed to have actual knowledge as provided in 2(b)
above) or has been given Notice, or (ii) Subordinate Lender receives, voluntarily or
involuntarily, by operation of law or otherwise, any payment, property, or asset in
or in connection with any Bankruptcy Proceeding, such payment, property, or asset
will be received and held in trust for Senior Lender. Subordinate Lender will
promptly rernit, in kind and properly endorsed as necessary, all such payments,
properties, and assets to Senior Lender. Senior Lender will apply any payment,
asset, or propeaty so received from Subordinate Lender to the Senior lndebtedness
in such order, amount (with respect to any asset or property other than immediately
available funds), and manner as Senior Lender determines in its sole and absolute
discretion. Subordinate Lender designates and appoints, irrevocably and coupled
with an interest, Senior Lender (and all persons and entities designated by Senior
Lender) as Subordinate Lender's true and lawfiil attomey-in-fact with power to
endorse the name of Subordinate Lender upon any check or other instrument and
to take any action necessary to collect any payrnent, Foperty, or asset referred to
in, or otherwise effectuate the provisions of, this Section 2(c).
(d) Without limiting the subordination of the Subordinate lndebtedness to the payment
in full of the Senior Indebtedness as provided herein, in any Bankruptcy
Proceeding, upon any payment or distribution (whether in cash, property, securities,
or otherwise) to creditors (i) the Senior Indebtedness will first be paid in full in cash
before Subordinate Lender will be entitled to receive any payment or other
distribution on account ofor in respect ofany ofthe Subordinate Indebtedness, and
(ii) until all of the Senior tndebtedness is paid in full in cash, any payment or
distribution to which Subordinate Lender would be entitled but for this Agreement
(whether in cash, property, or other assets) will be made to Senior Lender'
(e)The subordination of all of the subordinate Indebtedness as provided herein will
continue if any payment under the Senior Loan Documents and/or the Subordinate
Loan Documents (whether by or on behalf of Borrower, as proceeds of security or
enforcement ofany right ofset-offor otherwise) is for any reason repaid or retumed
to Borrower or its insolvent estate. or avoided, set aside or required to be paid to
Subordination Agreement Page ,l
Borrower, a trustee, receiver or other similar party under any bankruptcy,
insolvency, receivership or similar law. In such event, any or all of the Senior
Indebtedness and/or Subordinate Indebtedness originally intended to be satisfied
will be deerned to be reinstated and outstanding to the extent of any repayment,
retum. or other action, as ifsuch payment on account ofsuch indebtedness had not
been made.
3. Subordination of Subordinate Loan Documents.
(a)Each of the Subordinate Loan Documents is, and will at all times rernain, subject
and subordinate in all respects to the liens, terms, covenants, conditions, operations,
and effects ofeach ofthe Senior Loan Documents as and to the extent provided in
this Agreernent and the Senior Loan Documents.
Subordinate Lender acknowledges and agrees that it has no rights or claims under
any of the Subordinate Loan Documents in or to any ofthe proceeds ofthe Senior
Loan or any portion of the Mortgaged Property and any purported right or claim
thereto is hereby disclaimed and made expressly subject and subordinate in all
respects to the rights and claims ofSenior Lender under the Senior Loan Documents
in or to such Mortgaged Property. Further, Subordinate Lender agrees that if Senior
Lender agrees to a short sale ofthe Mortgaged Property by Borrower to a third party
not affrliated with Borrower or Senior Lender, then Subordinate Lender shall agree
to release the Subordinate Mortgage even if the Subordinate Note is not paid in fuIl.
(b)
(c)If Subordinate Lender. by indemnification. subrogation or otherwise, acquires any
lien, estate, right or other interest in any of the Mortgaged Property, then such
additional lien, estate, right or other interest will be fully subject and subordinate to
the receipt by Senior Lender ofpayment in full of the Senior Indebtedness, and to
the Senior [.oan Documents, to the same extent as the Subordinate Indebtedness
and the Subordinate Loan Documents are subordinate pursuant to this Agreement'
4.Additional Representations and Covenants.
(a) Without the prior wriften consent of Senior Lender in each instance' Subordinate
Lender will not do any of the following:
(i) Amend, modifu, waive, extend, renew' or replace any provision of any of
thesubordinateLoanDocumentsinanywaywhichwouldhaveamaterial
adverse effect on the Borrower or repayment of the Senior Loan'
(ii) Pledge, assign, transfer, convey, or sell any interest in the Subordinate
IndebtednessoranyoftheSubordinateLoanDocumentsunlessthe
transferee expressly acknowledges this Agreement and agrees to be bound
by its terms.
(iiDTakeanyactionwhichhastheeffectofincreasinganyoftheSubordinate
Indebtedness or materially alter the repayment terms of any of the
Subordination Agreement Page 5
Subordinate Indebtedness which would have a negative impact on the
ability of the Borrower to repay the Senior Indebtedness.
(b) Subordinate Lender will deliver to Senior Lender a copy of each Notice of any
Subordinate Loan Default delivered by Subordinate Lender pursuant to the
Subordinate Loan Documents or in connection with the Subordinate Indebtedness,
simultaneously with Subordinate Lender's delivery of such Notice to Borrower.
Senior Lender will deliver to Subordinate Lender in the manner required in Section
5(b) a copy of each Notice of a Senior Loan Default delivered to Borrower by
Senior Lender. Neither giving nor failing to give a Notice to Senior Lender or
Subordinate Lender pursuant to this Section 4(b) will affect the validity of any
Notice given by Senior Lender or Subordinate Lender to Borrower, as between
Borrower and Senior Lender or Subordinate Lender as the Notice is provided to
Borrower.
(c)
(d)
(e)
(0
(e)
Without the prior written consent of Senior Lender in each instance, Subordinate
Lender will not commence, or join with any other creditor in commencing, any
Bankruptcy Proceeding. In the event of a Bankruptcy Proceeding, Subordinate
Lender will not vote affirmatively in favor of any plan of reorganization or
liquidation unless Senior Lender has also voted affirmatively in favor ofsuch plan.
In the event ofany Bankruptcy Proceeding, Subordinate Lender will not contest the
continued accrual ofinterest on the Senior Indebtedness, in accordance with and at
the rates specified in the Senior [-oan Documents, both for periods before and for
periods after the commencement ofsuch Bankruptcy Proceedings.
Whenever any of the Subordinate [,oan Documents give Subordinate Lender
approval or consent rights with respect to any matter related to the Mortgaged
Property (including, without limitation, with respect to the renovation, repair,
replacernent or operation thereof), and a right ofapproval or consent with regard to
thi same or substantially the same matter is also granted to Senior Lender pursuant
to the Senior Loan Documents or otherwise, Senior Lender's approval or consent
or failure to approve or consent, as the case may be, will be binding on Subordinate
Lender. None of the other provisions of this section 4 are intended to be in any
way in limitation of the provisions of this Section 4(d).
All requirernents pertaining to insurance under all of the Subordinate Loan
Documlnts (including requirements relating to amounts and types of coverages,
deductibles and special endorsonents) will be deemed satisfied if Borrower
complies with the insurance requironents under the Senior t-oan Documents of
Senior Lender. All original policies of insurance required pursuant to the Senior
Loan Documents and all proceeds thereof will be held by Senior Lender'
Subordinate Lender will not collect payments for the purpose of escrowing for any
cost or expense related to the Mortgaged Property'
Within ten (10) days after request by Senior Lender, Subordinate Lender will
fumish Senior Lender with a siaternent, duly acknowledged and certified setting
SubordinatioI! Agreemelrt Page 6
forth the then-current amount and terms of the Subordinate Indebtedness,
confirming that there exists no default under the Subordinate Loan Documents (or
describing any default that does exist), and certiflng to such other information with
respect to the Subordinate Indebtedness as Senior Lender may request.
O) Except as provided in Section 5(d), Senior Lender may amend, waive, postpone,
extend, renew, replace, reduce or otherwise modifu any provision of any of the
Senior Loan Documents without the necessity of obtaining the consent of or
providing Notice to Subordinate Lender, and without affecting any of the
provisions of this Agreement.
5. Default Under Loan Documents.
(a)Senior Lender will have the right, but not the obligation, to cure any Subordinate
Loan Default. until such time, if ever, as Senior Lender delivers to Subordinate
Lender Senior Lender's Notice of written consent 1o an Enforcement Action
described in an Enforcernent Action Notice given by Subordinate Lender as a
consequence of any Subordinate Loan Default. Subordinate Lender acknowledges
that all amounts advanced or expended by Senior Lender to cure any Subordinate
Loan Default will be added to and become a part of the Senior Indebtedness and
will be secured by the lien of the respective Senior Mortgage.
O) Senior Lender will deliver to Subordinate Lender a copy of any Notice sent by
Senior Lender to Borrower ofa Senior Loan Default within five (5) Business Days
of sending such Notice to Borrower. Failure of Senior Lender to send Notice to
Subordinate Lender will not prevent the exercise of Senior Lender's rights and
remedies under the Senior Loan Documents. Subordinate Lender will have the
right, but not the obligation, to cure any Senior Loan Default during such period of
time, if any, as Borrower is permitted by the terms of the Senior loan Documents
to cure a Senior Loan Default. Subordinate Lender will not be subrogated to the
rights ofSenior Lender under the Senior Loan Documents by reason ofSubordinate
Lender having cured any Senior Loan Default.
(c) Except as permitted by this subsection (c), any Enforcement Action on the part of
Subordinate Lender will be subject to the prior written consent of Senior Lender.
In the event of any Subordinate Loan Default, Subordinate Lender will not
commence any Enforcernent Action until after (i) Subordinate Lender has delivered
to Senior Lender an Enforcement Action Notice with respect to such Enforcement
Action, and (ii) Senior Lender has delivered to Subordinate Lender Senior Lender's
written consent to such Enforcernent Action by subordinate Lender. Senior Lender
will advise Subordinate Lender whether Senior [rnder consents to the Enforcement
Action by Subordinate Lender within ninety (90) days following Senior Lender's
receipt of the Enforcanent Action Notice (failure of Senior Lender to provide
written consent to the Enforcernent Action within such 90-day period constitutes
Senior Lender's refusal ofsuch consent). Subordinate Lender acknowledges that
Subordinatiolr Agreement Page 7
Senior Lender may grant or refuse consent to Subordinate Lender's Enforcement
Action in Senior Lender's sole and absolute discretion. Subordinate Lender
acknowledges that the provisions ofthis Section 5(c) are fair and reasonable under
the circumstances, that Subordinate Lender received a substantial benefit from
Senior Lender having granted its consent to Subordinate Loan, and that Senior
Lender would not have granted such consent without the inclusion of these
provisions in this Agreement.
6.Nt iscellaneous Provisions.
(a)Ifthere is any conflict or inconsistency between the terms ofany ofthe Subordinate
Loan Documents and the terms of this Agreernent, then the terms of this Agreernent
will control.
(b) This Agreernent will be binding upon and will inure to the benefit ofthe respective
legal successors and permitted assigrrs ofthe parties hereto. No other party will be
entitled to any benefits hereunder, whether as a third-party beneficiary or otherwise.
(c) This Agreanent does not constitute an approval by Senior Lender of the terms of
any of the Subordinate Loan Documents.
(d) Each Notice, request, demand, consent, approval or other communication
(collectively, "Notices," and singly, a "Notice") which is required or permitted to
be given pursuant to this Agreernent will be in writing and will be deerned to have
been duly and sufficiently given if (i) personally delivered with proof of delivery
(any Notice so delivered will be deemed to have been received at the time so
delivered), or (ii) sent by a national overnight courier service (such as FedEx)
desigrating earliest available delivery (any Notice so delivered will be deemed to
have been received on the next Business Day following receipt by the courier), or
(iii) sent by United States registered or certified mail, retum receipt requested,
postage prepaid, at a post office regularly maintained by the United States Postal-Servi-e
(any Notice so sent will be deerned to have been received on the date of
delivery as confirmed by the rerum receipt), addressed to the respective parties as
follows:
(i) Notices intended for Senior Lender will be addressed to:
Bridgewater Bank
4450 Excelsior Boulevard, Suite 100
St. Louis Park, Minnesota 55416
Attn: Erik Schwegler
Subordination -{greement Page 8
With a copy to:
Messerli & Kramer, P.A.
1400 Fifth Street Towers
100 South Fifth Street
Minneapolis, Minnesota 55402
Attn: Michelle R. Jester, Esq.
(ii) Notices intended for Subordinate Lender will be addressed to:
Subord inate Lender
ft;Cit of Chanhassenv
I
(e)
(0
(h)
(i)
(e)
1
Any party, by Notice given pursuant to this Section, may change the person or
persons and/or address or addresses, or designate an additional person or persons
or an additional address or addresses, for its Notices, but Notice of a change of
address will only be effective ten ( 10) days after receipt. Neither party will refuse
or reject delivery ofany Notice givar in accordance with this Section.
Nothing in this Agreanent or in any of the Senior [-oan Documents or any
Subordinate Lnan Documents will be deerned to constitute Senior Lender as ajoint
venturer or partner of Subordinate Lender.
Upon Notice from Senior Lender or Subordinate Lender to the other, all will
eiecute and deliver such additional instruments and documents, and will take such
actions, as are required by the notiffing party in order to further evidence or
implement the provisions and intent of this Agreement.
This Agreernent will be govemed by the laws of the State in which the Mortgaged
Property is located.
Ifany one or more ofthe provisions contained in this Agreernent, or any application
of any such provisions, is invalid, illegat, or unenforceable in any respect' the
validiiy, tegaiity, enforceability, and application o-f the- remaining provisions
contained in this Agreonent will not in any way be affected or impaired'
The term of this Agreernant will commence on the date of this Agreernent and will
continue until the earliest to occur of the following events: (i) the payment of all
oftheseniorlndebtedness;providedthatthisAgreementwillbereinstatedinthe
eventanypaymentonaccountoftheSeniorlndebtednessisavoided'setaside'
rescindi Lr'repaid by Senior Lender as described in Section 2(e) of this
egr""-.nt, or 1ii; the payment ofall ofthe Subordinate Indebtedness other than by
."i"on of puy."nt. which Subordinate Lender is obligated to remit to Senior
LenderpursuanttothisAgreernent,andtheterminationofallsubordinateLender,s
obtigu,ion. to advance proceeds of any Subordinate Loan; provided that this
Subordination Agreement Page 9
Agreement will be reinstated in the event any payment on account of any of the
Subordinate Indebtedness is avoided, set aside, rescinded or repaid by Subordinate
Lender as described in Section 2(e) of this Agreement.
0) No failure or delay on the part ofany party to this Agreernent in exercising any
right, power, or remedy under this Agreernant will operate as a waiver ofsuch right,
power. or remedy, nor will any single or partial exercise ofany such right, power
or remedy preclude any other or further exercise of such right, power, or ranedy or
the exercise ofany other right, power or remedy under this Agreanent.
(k) Each party to this Agreement acknowledges that if any party fails to comply with
its obligations under this Agreement, the other parties will have all rights available
at law and in equity, including the right to obtain specific performance of the
obligations of such defaulting party and injunctive relief.
(l) This Agreement shall inure to the benefit ofany subsequent holder of the Senior
Indebtedness.
(m) This Agreement may be amended, changed, modified. altered or terminated only
by a written instmment or written instruments signed by the parties to this
Agreement.
(n) This Agreement may be executed in two or more counterparts, each of which will
be deerned an original but all of which together will constitule one and the same
instrument.
IRENIAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWSI
Subordination Agreement Page l0
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year
first above written.
SENIOR LENDER:
BRIDGEWATER BANK
a Minnesota banking corporation
By:
Erik Schwegler
Senior Vice President
STATE OF MINNESOTA)
) ss.
COUNTY OF HENNEPIN)
The foregoing instnrmenl was acknowledged before me this _ day of
2021, by Erik Schwegler, the Senior Vice President of Bridgewater
Bank, a Minnesota banking corporation on behalfofthe banking corporation.
Notary Public
Its
Subordination .{greement Page S-l
.] .r,
SUBORDINATE LENDER:
THE CITY OF CHANHASSEN,
a Minnesota municipal corporation
By:
Printed ame:I
OY
acknou,ledged lu day of
STATE OF MINNESOTA
COLTNTY OF
202t,by
a Minnesota
lts
-_ .:-
ss.
)
)
\\'as before me this*" AAxttda ofthe City of
N
,@ GHR6n E S. t ustAt
IIOTARY PU8I,.E
NflESoT
ily Cofirirsiofl Edr€s Jat ?1,M2
Subordination Agreement Page S-2
fu*- {hk/-
EXHIBIT A
LEGAL DESCRIPTION
Parcel 1 :
Lot l, Block 2, Gateway North, Can'er County, Minnesota.
Parcel 2:
Non-exclusive perpetual appurtenant easement for driveway purposes for automobiles and other
vehicles as contained in Driveway Easernent Ageement dated June 14, 2006, filed October 6'
2006, as Document No. 451290.
SubordiDation Agre€ment Page A-l