04-17-2017 Complete Agenda REGULAR HOUSING AND REDEVELOPMENT AUTHORITY MEETING
RICHFIELD MUNICIPAL CENTER, COUNCIL CHAMBERS
APRIL 17, 2017
7:00 PM
Call to Order
Approval of the minutes of the Regular Housing and Redevelopment Authority Meeting of March 20,2017.
AGENDAAPPROVAL
1. Approval of the Agenda
2. Consent Calendar contains several separate items which are acted upon by the H RA in one motion.
Once the Consent Calendar has been approved,the individual items and recommended actions have
also been approved. No further HRA action on these items is necessary. However,any HRA
Commissioner may request that an item be removed from the Consent Calendar and placed on the
regular agenda for H RA discussion and action.All items listed on the Consent Calendar are
recommended for approval.
A. Consideration of the approval of a resolution authorizing the Right of Entry Agreement with Interstate
Partners LLC.
Staff Report No. 17
B. Consideration of the approval of a resolution consenting to the inclusion by Interstate Partners LLC of
certain property with respect to land use approvals.
Staff Report No. 18
3. Consideration of items, if any, removed from Consent Calendar
RESOLUTIONS
4. Consideration of the approval of an assignment and subordination of the development agreement and collateral
assignment of interest in the revenue note between RM Senior Living and the Richfield Housing and
Redevelopment Authority.
Staff Report No. 19
HRA DISCUSSION ITEMS
5. HRA Discussion Items
EXECUTIVE DIRECTOR REPORT
6. Executive Director's Report
CLAIMS AND PAYROLLS
7. Claims and Payrolls
8. Adjournment
Auxiliary aids for individuals with disabilities are available upon request. Requests must be made at least 96
hours in advance to the City Clerk at 612-861-9738.
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING MINUTES
Richfield, Minnesota
Regular Meeting
March 20, 2017
CALL TO ORDER
The meeting was called to order by Chair Supple at 7:00 p.m. in the Council Chambers.
HRA Members Mary Supple, Chair; Pat Elliott; Michael Howard; Doris Rubenstein; and
Present: Sue Sandahl.
Staff Present: Steve Devich, Executive Director; John Stark, Community Development
Director; Karen Barton, Community Development Assistant Director;
and Elizabeth VanHoose, City Clerk.
OATH OF OFFICE OF RICHFIELD HRA COMMISSIONER, MICHAEL HOWARD
OATH OF OFFICE OF RICHFIELD HRA COMMISSIONER, SUE SANDAHL
City Clerk VanHoose administered the oaths of office to HRA Commissioners Michael
Howard and Sue Sandahl.
APPROVAL OF THE MINUTES OF THE REGULAR HRA MEETING OF JANUARY 17, 2017
M/Elliott, S/Sandahl to approve the minutes of the regular HRA Meeting of January 17,
2017.
Motion carried 5-0.
ITEM #1 APPROVAL OF THE AGENDA
Chair Supple and the other Commissioners expressed their thanks to former Commissioner
David Gepner for his work on the HRA.
M/Rubenstein, S/Elliott to approve the agenda.
Motion carried 5-0.
ITEM #2 2016 YEAR IN REVIEW
HRA Meeting -2- March 20,2017
Community Development Assistant Director Karen Barton presented a PowerPoint of the
2016 Year in Review.
Commissioner Rubenstein asked who would be responsible for maintaining the park next to
Audi and stated we need to celebrate the accomplishments publicly.
Barton responded that the park is Audi's responsibility.
Commissioners thanked Barton for the report.
ITEM #3 HRA APPROVAL OF THE CONSENT CALENDAR
Executive Director Devich presented the consent calendar.
A. Consideration of the approval of a resolution designating certain financial institutions as
depositories for the Housing and Redevelopment Authority for 2017. (S.R. No. 9)
RESOLUTION NO. 1249
RESOLUTION DESIGNATING CERTAIN FINANCIAL INSTITUTIONS
AS DEPOSITORIES FOR THE INVESTMENT OF HOUSING AND
REDEVELOPMENT AUTHORITY OF RICHFIELD FUNDS IN 2017
This resolution appears as Resolution No. 1249.
B. Consideration of the approval of revisions to the Transformation Loan Program Guidelines
updating the administration of the Program. (S.R. No. 10)
C. Consideration of the approval of revisions to the Richfield Rediscovered Lot Sale
Guidelines and the Redevelopment Credit Program Guidelines. (S.R. No. 11)
D. Consideration of the approval of recommended revisions to the New Home Program
Guidelines. (S.R. No. 12)
E. Consideration of the approval of a resolution authorizing an interFund loan up to $400,000
for advance of certain costs in connection with the Interchange Tax Increment Financing
District. (S.R. No. 13)
RESOLUTION NO. 1250
RESOLUTION AUTHORIZING AN INTERFUND LOAN FOR
ADVANCE OF CERTAIN COSTS IN CONNECTION WITH THE
INTERCHANGE TAX INCREMENT FINANCING DISTRICT
This resolution appears as Resolution No. 1250.
F. Consideration of the approval of a resolution approving a Subordination Agreement related
to Urban Village. (S.R. No. 14)
RESOLUTION NO. 1251
RESOLUTION APPROVING ASSIGNMENT AND SECOND
AMENDMENT TO CONTRACT FOR PRIVATE DEVELOPMENT
WITH RM SENIOR LIVING RICHFIELD LLC
This resolution appears as Resolution No. 1251.
M/Sandahl, S/Rubenstein to approve the consent calendar.
HRA Meeting -3- March 20,2017
Motion carried 5-0.
ITEM #4 CONSIDERATION OF ITEMS, IF ANY, REMOVED FROM THE CONSENT
CALENDAR
None.
ITEM #5 CONSIDERATION OF THE APPROVAL OF A RESOLUTION APPROVING THE
ASSIGNMENT AND ASSUMPTION OF CONTRACT BETWEEN MESABA CAPITAL
DEVELOPMENT, LLC, RM SENIOR LIVING RICHFIELD LLC, AND THE HOUSING
AND REDEVELOPMENT AUTHORITY, AND SECOND AMENDMENT TO
CONTRACT FOR PRIVATE DEVELOPMENT BETWEEN RM SENIOR LIVING
RICHFIELD LLC AND THE HOUSING AND REDEVELOPMENT AUTHORITY. (S.R.
NO. 15)
Community Development Assistant Director Karen Barton presented Staff Report No. 15.
Commissioner Elliott requested that in the future if the HRA approves a contract and there is
reason to believe there will be an assignment of the contract it be brought forward earlier so
the HRA understand who is going to be building, running, and/or managing the property,
before the assignment takes place. He stated he would like to know up front of any other
companies related to a project, rather than later on.
M/Howard, S/Elliott to approve a resolution approving Assignment and Second Amendment
to Contract for Private Development with RM Senior Living Richfield, LLC.
RESOLUTION NO. 1252
RESOLUTION APPROVING SUBORDINATION AGREEMENT
RELATED TO RICHFIELD URBAN VILLAGE
Motion carried 5-0. This resolution appears as Resolution No. 1252.
ITEM #6 CONSIDERATION OF THE APPROVAL OF A CONTRACT FOR PRIVATE
DEVELOPMENT BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY
AND ENDRES CUSTOM HOMES, INC. FOR THE REDEVELOPMENT OF 6836
IRVING AVENUE UNDER THE RICHFIELD REDISCOVERED CREDIT PROGRAM.
(S.R. NO. 16)
Community Development Assistant Director Karen Barton presented Staff Report No. 16.
M/Rubenstein, S/Howard to approve and authorize execution of a Contract for Private
Development between the Housing and Redevelopment Authority and Endres Custom
Homes, Inc. for the redevelopment of 6836 Irving Avenue through the Richfield
Rediscovered Credit Program.
Motion carried 5-0.
HRA Meeting -4- March 20,2017
ITEM #7 HRA DISCUSSION ITEMS
Chair Supple asked about an update of Cedar Point II.
Community Development Assistant Director Karen Barton responded that we are continuing
to work with the developer to try to move the project forward.
There was general discussion regarding the concern that the project seems not to be
moving forward.
Chair Supple reported on an article in the Sunday (March 19) Star Tribune front page
touting Richfield's housing market.
ITEM #8 EXECUTIVE DIRECTOR REPORT
Executive Director Steve Devich reported on the status of three Richfield bills in this year's
legislature.
Community Development Director John Stark gave a summary of a work session presented
by Edina staff regarding the Southdale Library project.
ITEM #9 CLAIMS AND PAYROLL
M/Elliott, S/Howard, that the following claims and payroll be approved:
U.S. BANK 02/20/17
Section 8 Checks: 128440 - 128530 $167,188.01
HRA Checks: 32972 - 33008 $298,570.52
TOTAL $465,758.53
U.S. BANK 03/20/17
Section 8 Checks: 128531 - 128621 $163,387.31
HRA Checks: 33009 - 33037 $182,360.44
TOTAL $345,747.75
Motion carried 5-0.
ITEM #10 ADJOURNMENT
The meeting was adjourned by unanimous consent at 8:05 p.m.
HRA Meeting -5- March 20,2017
Date Approved: April 17, 2017
Mary B. Supple
HRA Chair
Kate Aitchison Steve Devich
Housing Specialist Executive Director
AGENDA SECTION: Consent Calendar
AGENDA ITEM# 2.A.
STAFF REPORT NO. 17
HOUSING AND REDEVELOPMENT AUTHORITY
NEW MEETING
4/17/2017
REPORT PREPARED BY: Karen Barton, Community Development Assistant Director
DEPARTMENT DIRECTOR REVIEW: John Stark, Community Development Director
4/11/2017
OTHER DEPARTMENT REVIEW: N/A
CITYMANAGER REVIEW: Steven L. Devich, Executive Director
4/13/2017
ITEM FOR COUNCIL CONSIDERATION:
Consideration of the approval of a resolution authorizing the Right of Entry Agreement with Interstate
Partners LLC.
EXECUTIVE SUMMARY:
Interstate Partners LLC (Developer) is proposing to redevelop several properties located in the southwest
quadrant of 66th Street E and 17th Avenue S with an approximately 10,000 square foot retail building.
The subject property consists of three privately-owned single-family homes, a single-family home owned by
the Housing and Redevelopment Authority (HRA), and two additional remnant parcels fronting 66th Street that
are also owned by the HRA.
The Developer has purchase agreements with the three privately-owned property owners, and is proposing to
enter into a purchase agreement with the HRA for the three HRA-owned parcels.
Prior to moving forward with the project, the Developer has requested that its consultants enter the properties
to conduct geotechnical testing, environmental assessments, and other related studies, and to conduct land
surveys of the properties to determine the suitability of the properties for the development of the project. The
Right of Entry Agreement allows the the Developer and its employees, consultants, agents, and contractors to
enter the HRA-owned properties to conduct the proposed testing and studies, without granting any permanent
interest in the HRA properties to the Developer, or exclusive use or possession of the HRA properties to the
Developer.
RECOMMENDED ACTION:
By Motion: Approve a resolution authorizing the Right of Entry Agreement with Interstate Partners
LLC.
BASIS OF RECOMMENDATION:
A. HISTORICAL CONTEXT
• In early 2016, Interstate Partners approached staff expressing interest in developing the parcels
at 66th Street E and 17th Avenue S.
• Interstate Partners LLC presented a concept development proposal to the HRA, City Council,
and Planning Commission at a work session on January 24, 2017.
B. POLICIES (resolutions,ordinances,regulations,statutes,etch
• The 2008 Comprehensive Plan recognizes 66th Street as the City's Main Street and designates
this area for development of community-focused commercial services.
• The properties are currently zoned for commercial use.
C. CRITICAL TIMING ISSUES:
• The Right of Entry Agreement expires on June 30, 2017.
D. FINANCIAL IMPACT:
• None
E. LEGAL CONSIDERATION:
• The Right of Entry Agreement was prepared and approved by the HRA Attorney.
ALTERNATIVE RECOMMENDATION(S):
• Do not approve the resolution.
PRINCIPAL PARTIES EXPECTED AT MEETING:
N/A
ATTACHMENTS:
Description Type
D Resolution
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD,MINNESOTA
RESOLUTION NO.
RESOLUTION APPROVING RIGHT OF ENTRY AGREEMENT WITH INTERSTATE
PARTNERSLLC
WHEREAS,the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota
(the"Authority")owns certain real property legally described as follows:
LOT 001,BLOCK 001,CEDAR SUNRISE ADDN
Tax TD 2602824410005
LOT 002,BLOCK 001,CEDAR SUNRISE ADDN
Tax ID—2602824410006
LOT 016,BLOCK 001,CEDAR SUNRISE ADDN
Tax TD 2602824410020
(the"Property")in the City of Richfield,Minnesota(the"City"); and
WHEREAS, Interstate Partners LLC, a Delaware limited liability company (the "Developer"), has
proposed to acquire the Property for redevelopment purposes; and
WHEREAS, there has been presented before this Board a Right of Entry Agreement (the "Right of
Entry Agreement")proposed to be entered into between the Developer and the Authority,pursuant to which
the Authority will grant to the Developer the right to enter the Property for purposes of conducting
geotechnical testing and other related studies and to conduct land surveys of the Property; and
WHEREAS, the Board has reviewed the Right of Entry Agreement and finds that the execution
thereof by the Authority and the performance of the Authority's obligations thereunder are in the best interest
of the City and its residents;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 Right of Entry Agreement is hereby in all respects authorized,approved, and confirmed,
and the Chairperson and the Executive Director are hereby authorized and directed to execute the Right of
Entry 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 Chairperson and the Executive Director are hereby authorized to execute and deliver
any other documents or certificates deemed necessary to carry out the intentions of this resolution and the
Right of Entry Agreement.
1
497180v1 JAERC125-355
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota
this 17c1 day of April,2017.
Mary Supple,Chair
ATTEST:
Doris Rubenstein, Secretary
2
497180v1 JAERC125-355
AGENDA SECTION: Consent Calendar
AGENDA ITEM# 2.B.
STAFF REPORT NO. 18
HOUSING AND REDEVELOPMENT AUTHORITY
NEW MEETING
4/17/2017
REPORT PREPARED BY: Karen Barton, Community Development Assistant Director
DEPARTMENT DIRECTOR REVIEW: John Stark, Community Development Director
4/12/2017
OTHER DEPARTMENT REVIEW: N/A
CITYMANAGER REVIEW: Steven L. Devich, Executive Director
4/13/2017
ITEM FOR COUNCIL CONSIDERATION:
Consideration of the approval of a resolution consenting to the inclusion by Interstate Partners LLC of
certain property with respect to land use approvals.
EXECUTIVE SUMMARY:
Interstate Partners LLC (Developer) presented a preliminary concept plan to the Housing and
Redevelopment Authority (HRA), City Council, and Planning Commission at a work session on January 24,
2017 for the development of an approximately 10,400 square foot retail building on 66th Street E between
16th and 17th Avenues.
Response to the proposal from the policy makers was favorable so the developer is pursuing the project. The
HRA currently owns three parcels in the proposed development area, which will ultimately be included as part
of the project. In order for the Developer to apply for land-use approvals, the HRA must give its consent for
inclusion in the land-use planning.
By giving its consent for inclusion, the HRA is not agreeing to or obligated to sell the property to the
developer, nor is it implying approval of the Developer's land-use proposal.
RECOMMENDED ACTION:
By Motion: Approve a resolution consenting to the inclusion by Interstate Partners LLC of certain
property with respect to land use approvals.
BASIS OF RECOMMENDATION:
A. HISTORICAL CONTEXT
• Interstate Partners LLC is proposing to acquire 3 privately-owned single-family properties and 3
HRA-owned properties within the planned project area.
• Interstate Partners will subsequently clear the parcels and construct a new, 10,400 square foot
retail building on the site.
B. POLICIES (resolutions,ordinances,regulations,statutes,etch
• The 2008 Richfield Comprehensive Plan guides this property for development of community
commercial.
• The properties in the development area are currently zoned C2 (General Commercial).
C. CRITICAL TIMING ISSUES:
• The developer would like to begin construction within the next 6 months.
D. FINANCIAL IMPACT:
• None
E. LEGAL CONSIDERATION:
• The HRA Attorney drafted the resolution.
ALTERNATIVE RECOMMENDATIONM.
• Do not approve the resolution.
PRINCIPAL PARTIES EXPECTED AT MEETING:
None
ATTACHMENTS:
Description Type
❑ Resolution L;
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD,MINNESOTA
RESOLUTION NO.
RESOLUTION CONSENTING TO THE INCLUSION BY INTERSTATE PARTNERS LLC OF
CERTAIN PROPERTY WITH RESPECT TO LAND USE APPROVALS
WHEREAS,the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota
(the"Authority")owns certain real property legally described as follows:
LOT 001,BLOCK 001,CEDAR SUNRISE ADDN
Tax TD 2602824410005
LOT 002,BLOCK 001,CEDAR SUNRISE ADDN
Tax ID—2602824410006
LOT 016,BLOCK 001,CEDAR SUNRISE ADDN
Tax TD 2602824410020
(the"Property")in the City of Richfield,Minnesota(the"City"); and
WHEREAS, Interstate Partners LLC, a Delaware limited liability company (the "Developer"), has
proposed to acquire the Property for redevelopment purposes; and
WHEREAS,the Developer has requested that the Authority consent to the inclusion of the Property
in the Developer's applications to the City for land use approvals, including but not limited to a planned unit
development; 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 Board of Commissioners of the Authority hereby consents to and authorizes the
Developer to include the Property in its applications to the City for any and all of its land use approvals with
respect to the redevelopment of the Property,including but not limited to a planned unit development.
2. The Chairperson and the Executive Director are hereby authorized to execute and deliver
any documents or certificates deemed necessary to carry out the intentions of this resolution.
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota
this 17t1 day of April,2017.
Mary Supple,Chair
ATTEST:
Doris Rubenstein, Secretary
497698v1 JAERC125-355
AGENDA SECTION: RESOLUTIONS
AGENDA ITEM# 4.
STAFF REPORT NO. 19
HOUSING AND REDEVELOPMENT AUTHORITY
NEW MEETING
4/17/2017
REPORT PREPARED BY: Karen Barton, Community Development Assistant Director
DEPARTMENT DIRECTOR REVIEW: John Stark, Community Development Director
4/12/2017
OTHER DEPARTMENT REVIEW: N/A
CITYMANAGER REVIEW: Steven L. Devich, Executive Director
4/13/2017
ITEM FOR COUNCIL CONSIDERATION:
Consideration of the approval of an assignment and subordination of the development agreement and
collateral assignment of interest in the revenue note between RM Senior Living and the Richfield
Housing and Redevelopment Authority.
EXECUTIVE SUMMARY:
RM Senior Living (Developer) has secured financing for the senior housing project located on the former city
garage site through Minnwest Bank(primary lender) and Bridgewater Bank(subordinate lender). As such,
Minnwest is requiring the assignment and subordination of the Development Agreement between the
Developer and the Housing and Redevelopment Authority (HRA).
The Assignment and Subordination of the Development Agreement assigns the rights of Developer under the
contract for private development to Minnwest Bank and also subordinates the HRAs rights in the contract to
the bank's mortgage. In the unlikely event of default, the bank would be able to step in and finish the project if
they choose and/or assert the rights of the Developer under the contract. This agreement in no way impacts
the HRAs ability to exercise its remedies under the contract if there is a default. This will also ensure that
Minnwest Bank gets notice of any defaults under the contract and will receive insurance and condemnation
proceeds to pay down its loan if such proceeds are received by the Developer.
Collateral Assignment of Interest in the Revenue Note (to Bridgewater) provides that when the Tax Increment
Financing (TI F) Note is issued (contingent on receipt of investment letter and evidence of qualified costs),
TI F Note payments will go directly to Bridgewater. Bridgewater will have the right to exercise any rights of the
Developer specifically related to the TI F Note.
Section 5.2 of the Development Agreement allows for subordination to the rights of an approved mortgage
lender.
RECOMMENDED ACTION:
By Motion: Approve the resolution approving assignment and subordination of the development
agreement and collateral assignment of interest in the revenue note.
BASIS OF RECOMMENDATION:
A. HISTORICAL CONTEXT
• Mesaba Development LLC secured land-use approvals for the redevelopment of the former city
garage site (7600 Pillsbury) with an 88-unit senior housing development in March 2016.
• Mesaba received an extension of those land use approvals in February 2017.
• Mesaba purchased the property from the HRA in March 2017 and has obtained permits to begin
construction.
• On March 20, 2017, the HRA approved the assignment of the development contract to RM Senior
Living LLC.
• The mortgage lenders for the construction are requiring a subordination and assignment of the
development agreement and TI F Note.
B. POLICIES (resolutions,ordinances,regulations,statutes,etch
• Section 5.2 of the Development Agreement allows for subordination to the rights of an approved
mortgage lender.
C. CRITICAL TIMING ISSUES:
• Construction cannot begin until the lenders have received the subordination and assignment.
• Land use approvals will expire in September 2017.
D. FINANCIAL IMPACT:
• The purchase price of$1,200,000 (minus seller's closing costs) for the property was paid in full at
the time of closing.
• $2,400,000 in Tax Increment Financing has been pledged to the project on a pay-go basis, based
on qualified costs.
E. LEGAL CONSIDERATION:
• The Assignment and Subordination of Development Agreement was reviewed and approved by
the HRA Attorney.
ALTERNATIVE RECOMMENDATIONM.
• Do not approve the resolution.
PRINCIPAL PARTIES EXPECTED AT MEETING:
N/A
ATTACHMENTS:
Description Type
❑ Resolution Resolutior'
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD,MINNESOTA
RESOLUTION NO.
RESOLUTION APPROVING ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT
AGREEMENT AND COLLATERAL ASSIGNMENT OF INTEREST IN REVENUE NOTE
WHEREAS,the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota
(the"Authority")previously owned certain real property located within Tax Increment Financing District No.
2014-1 (City District Garage Site) (the "Development Property"), which was created within the Richfield
Redevelopment Project in the City of Richfield,Minnesota(the"City"); and
WHEREAS, Mesaba Capital Development, LLC, a Minnesota limited liability company (the
"Mesaba"), has proposed to construct a multifamily housing development with 88 units designed for seniors,
including approximately 60 assisted living units and 28 memory care units (the "Minimum Improvements"),
on the Development Property; and
WHEREAS, the Authority and Mesaba entered into a Contract for Private Development, dated
February 16,2016,which was amended by the First Amendment to Contract for Private Development, dated
November 22, 2016, and a Second Amendment to Contract for Private Development, dated March 29, 2017
(collectively, the "Contract"), in order to set forth the terms of the conveyance of the Development Property
and the issuance of the TIF Note to the Mesaba and Mesaba's construction of the Minimum Improvements;
and
WHEREAS, pursuant to an Assignment and Assumption of Contract, dated March 29, 2017 (the
"Assignment of Contract"), between the Mesaba and RM Senior Living Richfield LLC, a Delaware limited
liability company(the"Developer"),Mesaba assigned its interest in the Contract to the Developer; and
WHEREAS,in order to promote the redevelopment of land that is underused and underutilized in the
City,the Authority has conveyed the Development Property to the Developer and has agreed to provide a tax
increment limited revenue note(the"TTF Note")in a principal amount of$2,400,000 to the Developer for the
purpose of reimbursing the Developer for certain costs of constructing the Minimum Improvements thereon;
and
WHEREAS, to aid in financing a portion of the construction of the Minimum Improvements,
Minnwest Bank, a Minnesota banking corporation ("Minnwest Bank"), has agreed to provide a loan to the
Developer in the maximum amount of$14,275,000 (the "Minnwest Loan") pursuant to a Loan Agreement
(the "Minnwest Loan Agreement") and has required that the Developer execute a Promissory Note (the
"Minnwest Promissory Note") in favor of Minnwest Bank to be secured by a mortgage agreement, a security
agreement,and other security documents(collectively with the Minnwest Loan Agreement and the Minnwest
Promissory Note,the"Minnwest Loan Documents"); and
WHEREAS, to aid in financing a portion of the construction of the Minimum Improvements,
Bridgewater Bank, a Minnesota banking corporation ("Bridgewater Bank"), has agreed to provide a loan to
the Developer in the amount of$1,425,000 (the "Bridgewater Loan")pursuant to a Loan Agreement and has
required that the Developer execute a Promissory Note in favor of Bridgewater Bank to be secured by various
collateral documents; and
497285v1 JAE RC 125-347
WHEREAS, as a condition to providing the Minnwest Loan to the Developer, Minnwest Bank has
required that the Developer assign its right, title, and interest in and to the Contract (except for the rights of
the Developer relating to the TIF Note) to Minnwest Bank, and as a condition to providing the Bridgewater
Loan to the Developer, Bridgewater Bank has required that the Developer assign its interest in the TIF Note
and all rights and benefits from the TIF Note to Bridgewater Bank; and
WHEREAS, there have been presented before this Board of Commissioners of the Authority (the
"Board") (i) an Assignment and Subordination of Development Agreement (the "Assignment and
Subordination of Contract"), proposed to be entered into between the Authority, Minnwest Bank, and the
Developer,pursuant to which the Developer assigns certain of its interest to the Contract to Minnwest Bank
and the Authority agrees to subordinate its interest in the Contract to the lien of the Minnwest Loan
Documents; and(ii) a Collateral Assignment of Interest in Revenue Note(the"Collateral Assignment of TIF
Note"), proposed to be entered into between the Developer and Bridgewater Bank, pursuant to which the
Developer collaterally assigns its interest in the TIF Note to Bridgewater Bank and the Authority consents to
such assignment; and
WHEREAS, the Board has reviewed the Assignment and Subordination of Contract and the
Collateral Assignment of TIF Note and finds that the execution thereof by the Authority and the performance
of the Authority's obligations thereunder are in the best interest of the City and its residents; 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 that:
1. The Assignment and Subordination of Contract and the Collateral Assignment of TIF Note
are hereby in all respects authorized, approved, and confirmed, and the Chairperson and the Executive
Director are hereby authorized and directed to execute the Assignment and Subordination of Contract and the
Collateral Assignment of TIF Note for and on behalf of the Authority in substantially the forms 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 Chairperson and the Executive Director are hereby authorized to execute and deliver
any other documents or certificates deemed necessary to carry out the intentions of this resolution and the
Assignment and Subordination of Contract and the Collateral Assignment of TIF Note.
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota
this 17'h day of April,2017.
Mary Supple,Chair
ATTEST:
Doris Rubenstein, Secretary
2
497285v1 JAE RC 125-347