03-20 HRA Resolution No. 1252 HRA RESOLUTION NO. 1252
RESOLUTION APPROVING SUBORDINATION AGREEMENT RELATED TO RICHFIELD
URBAN VILLAGE
WHEREAS, Pines Investments, L.L.C., a Minnesota limited liability company (the
"Developer"), owns certain property located in the City of Richfield, Minnesota (the "Property"),
upon which a multifamily housing rental housing project (Richfield Urban Village) has been
constructed; and
WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota (the "Authority"), entered into an Amended and Restated Contract for Private
Redevelopment, dated May 21, 2001, with Richfield State Agency, Inc. (as predecessor to the
Borrower), as amended pursuant to the First Amendment to Amended and Restated Contract for
Private Redevelopment, dated January 25, 2005, between the Authority and Marshall & Ilsley
Corporation (as successor by merger to Richfield State Agency, Inc.), as affected by the
Assignment and Assumption of Amended and Restated Contract for Private Redevelopment,
dated January 25, 2005, from Marshall & Ilsley Corporation to Woodlake-VEF IV, LLC, and as
further affected by Assignment and Assumption of Amended and Restated Contract for Private
Redevelopment, dated January 31, 2014, from Woodlake-VEF IV, LLC to Woodlake Partners, LLC
(collectively, the "Contract"), pursuant to which the Authority agreed to provide tax increment
financing assistance to the Property and surrounding property and to issue tax increment revenue
notes to reimburse the development costs in connection therewith; and
WHEREAS, NorthMarq Capital, LLC, a Minnesota limited liability company (the "Lender"),
has agreed to make a loan to the Developer in the amount of$8,050,000 (the "Loan") pursuant to a
Multifamily Loan and Security Agreement (the "Loan Agreement") between the Lender and the
Borrower; and
WHEREAS, BMO Harris Bank N.A., a national banking association ("BMO"), is the holder
of the Tax Increment Revenue Note Series 2001A (the "TIF Note"), issued by the Authority on
October 17, 2001, in the original principal amount of$2,500,000; and
WHEREAS, prior to making the Loan, the Lender has required that the Authority
subordinate its interests under the Contract and that BMO subordinate its interest under the TIF
Note to the interests of the Lender under the Loan Agreement and the Loan Documents defined
therein; and
WHEREAS, there has been presented before this Board a form of Subordination
Agreement — Governmental Entity (the "Subordination Agreement") proposed to be entered into
between the Authority, BMO, and the Lender, which sets forth the terms of the Authority's and
BMO's subordination of their respective interests to the interests of the Lender; and
NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Housing
and Redevelopment Authority in and for the City of Richfield, Minnesota as follows:
1. The Subordination Agreement is hereby in all respects authorized, approved, and
confirmed, and the Chair and the Executive Director are hereby authorized and directed to execute
the Subordination Agreement for and on behalf of the Authority in substantially the form now on file
with the Community Development Director but with such modifications as shall be deemed
necessary, desirable, or appropriate, the execution thereof to constitute conclusive evidence of
their approval of any and all modifications therein.
2. The Chair and the Executive Director are hereby authorized to execute and deliver
any and all documents deemed necessary to carry out the intentions of this resolution and the
Subordination Agreement.
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota this 20th day of March, 2017.
Mary Sup,4ile, Chair
ATTEST:
,X.7/73/
Doris Rubenstein, Secretary