13-10864r RESOLUTION NO. 10864
RESOLUTION APPROVING AN AMENDMENT TO THE REGULATORY
AGREEMENT RELATED TO CONDUIT BONDS ISSUED FOR THE BENEFIT OF
WOODLAKE RICHFIELD APARTMENTS, LLC
WHEREAS, the City of Richfield, Minnesota (the "City") issued its Variable Rate
Demand Multifamily Housing Revenue Bonds (Woodlake Richfield Apartments, LLC
Project), Series 2011 (the "Bonds"), in the original aggregate principal amount of
$10,400,000, the proceeds of which were loaned to Woodlake Richfield Apartments,
LLC, a Minnesota limited liability company (the "Borrower"), pursuant to a Loan
Agreement, dated as of October 1, 2011 (the "Loan Agreement"), between the City and
the Borrower, for the purposes of financing the acquisition, construction, and equipping
of a 94-unit multifamily housing rental development located at 6401-6429 Lyndale
Avenue South in the City (the "Project"); and
WHEREAS, the Bonds were issued by the City pursuant to an Indenture of Trust,
dated as of October 1, 2011 (the "Indenture"), between the Issuer and U.S. Bank
National Association, as trustee (the "Trustee"), and Minnesota Statutes, Chapter 462C,
as amended (the "Act"); and
WHEREAS, the Issuer, the Trustee, and the Borrower entered into a Regulatory
Agreement, dated as of October 1, 2011 (the "Regulatory Agreement"), which set forth
the terms of the Borrower's compliance with Section 142(d) of the Internal Revenue
Code of 1986, as amended (the "Code"), and applicable Treasury Regulations
promulgated thereunder; and
WHEREAS, the Borrower has determined to refinance the Project and the Bonds
and has obtained financing (the "Mortgage Loan") from Oak Grove Commercial
Mortgage, LLC (the "Lender"), which will be secured by a Multifamily Mortgage,
Assignment of Leases and Rents (the "Security Instrument") from the Borrower to the
Lender and insured by the United States Department of Housing and Urban
Development ("HUD"); and
WHEREAS, as a condition to receiving financing from the Lender, HUD has
required that the Regulatory Agreement be subordinated to the lien, covenants, and
enforcement of the Security Instrument; and
WHEREAS, there has been presented to the City Council the Amendment to
Regulatory Agreement (the "Amendment to Regulatory Agreement") proposed to be
entered into between the City and the Borrower, pursuant to which the City will agree to
subordinate the Regulatory Agreement to the Security Instrument.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield,
that:
1. The City Council hereby approves the subordination of the Regulatory
Agreement to the Security Instrument, pursuant to the terms of the Amendment to
Regulatory Agreement.
2. The Amendment to Regulatory Agreement presented to the City Council and
on file with the City Clerk is hereby in all respects approved, subject to modifications that
do not alter the substance of the transaction and that are approved by the Mayor and City
Manager; provided that execution of such document by such officials shall be conclusive
evidence of approval.
3. The Mayor and City Manager are hereby authorized to execute the
Amendment to Regulatory Agreement on behalf of the City and to carry out on behalf of
the City the City's obligations thereunder.
Adopted by the City Council of the City of Richfield, Minnesota this 10th day of
December, 2013.
Cl ,
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11 � t ff / 4
Deb i�e G oettel,Mayor
ATTEST:
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Nancy Oibbsi i y lerk