05-15 HRA Resolution No. 1256 HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD,MINNESOTA
RESOLUTION NO. 1256
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 Directed 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 15th day of May,2017.
Mary B. Su7ple, Chair
ATTEST:
Doris Rubenstein, Secretary
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