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12-21 HRA Resolution No. 1381 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA RESOLUTION NO. 1381 RESOLUTION APPROVING THE ASSIGNMENT OF CERTAIN DOCUMENTS IN CONNECTION WITH A DEVELOPMENT WITHIN THE LYNDALE GARDENS TAX INCREMENT FINANCING DISTRICT WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (the “Authority”) was created pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended, and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Richfield, Minnesota (the “City”); and WHEREAS, the Authority established the Lyndale Gardens Tax Increment Financing District (the “TIF District”) within the Richfield Redevelopment Project in the City (the “Redevelopment Project”) pursuant to Minnesota Statutes, Sections 469.174 through 469.1794, as amended, in order to facilitate redevelopment of certain property in the Redevelopment Project; and WHEREAS, the Authority and Lyndale Gardens, LLC, a Minnesota limited liability company (the “Master Developer”), entered into an Amended and Restated Contract for Private Development, dated July 16, 2018 (the “Development Agreement”); and WHEREAS, pursuant to an Agreement between Master Developer and Secondary Developer, dated December 27, 2018 (the “Secondary Developer Agreement”), the Master Developer required Richfield Property Holdings, LLC, a Minnesota limited liability company (“Richfield Holdings”) and th 15 NB Property1, LLC, a Minnesota limited liability company (collectively with Richfield Holdings, the “Original Secondary Developer”), as tenant-in-common owners of the Secondary Developer Property (as defined below), to construct 8 rental townhome units and a 66-unit multifamily apartment building, including 7 affordable residential units (the “Project”), on property located within the TIF District at 6324 Lyndale Avenue South in the City (the “Secondary Developer Property”); and WHEREAS, pursuant to the Development Agreement the Authority agreed to provide tax increment assistance to the Original Secondary Developer in the form of a tax increment note in the amount of $1,491,077 (the “Secondary Developer TIF Note”) in order to make the Project more economically feasible and to improve and retain affordable housing in the City; and WHEREAS, Richfield Holdings and the Authority are parties to a Declaration of Restrictive Covenants, dated February 5, 2020 (the “Declaration”), pursuant to which Richfield Holdings has agreed to comply with certain affordability covenants running with the Secondary Developer Property for the Project in consideration for the Secondary Developer TIF Note; and WHEREAS, pursuant to an acknowledgement and consent letter executed and delivered by Richfield Holdings to the Authority on January 29, 2020, in accordance with Section 9.8 of the Development Agreement, Richfield Holdings made certain representations, warranties, and acknowledgements of its obligations under the Development Agreement; and WHEREAS, the Secondary Developer TIF Note was issued by the Authority to Richfield Holdings on February 1, 2020; and HRA Resolution No. 1381 1 WHEREAS, the Project has been fully constructed, and operated and maintained by the Original Secondary Developer in accordance with Article IX of the Development Agreement; and WHEREAS, the Original Secondary Developer intends to sell the Project to Casey Capital Henley, LLC, a Minnesota limited liability company (the “Assignee”); and WHEREAS, the Original Secondary Developer intends to assign to the Assignee all of its remaining interest in and its rights and obligations under the Declaration and Section IX of the Development Agreement and the Secondary Developer Agreement (the “Secondary Developer Documents”), and the Assignee desires to assume the Original Secondary Developer’s remaining interest in and rights and obligations under the Secondary Developer Documents; and WHEREAS, Richfield Holdings will also assign its rights and interests in the Secondary Developer TIF Note to the Assignee; and WHEREAS, Colliers Mortgage, LLC, a Delaware limited liability company (the “Lender”), has agreed to provide a loan to the Assignee (the “Loan”) to assist in financing the Project; and WHEREAS, as a condition to providing the Loan, the Lender requires that the Assignee assign its rights and interests under the Development Agreement and the Secondary Developer TIF Note to the Lender ; and WHEREAS, there have been presented before the Board of Commissioners of the Authority forms of the following documents: (i) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) between the Original Secondary Developer, the Assignee, and the Authority, which governs the Original Secondary Developer’s assignment of its remaining interest in and its rights and obligations under the Secondary Developer Documents to the Assignee and the Assignee’s assumptions of such interest in and rights and obligations of the Original Secondary Developer under the Secondary Developer Documents; and (ii) a Collateral Assignment of Development Agreement and TIF Note (the “Collateral Assignment”) between the Assignee, as assignor, and the Lender, including a consent from the Authority, pursuant to which the Assignee will assign its rights and interest under the Development Agreement and the Secondary Developer TIF Note to the Lender to secure the Loan; 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 Board hereby consents to the sale of the Project to the Assignee, the assignment by the Original Secondary Developer and the assumption by the Assignee of the Secondary Developer’s remaining interest in and rights and obligations under the Secondary Developer Documents, and the assignment by the Assignee to the Lender of the Assignee’s rights and interest under the Development Agreement and the Secondary Developer TIF Note. 2. The Assignment and Assumption Agreement and the Collateral Assignment are hereby in all respects authorized, approved, and confirmed, and the Chair and the Executive Director are hereby authorized and directed to execute the Assignment and Assumption Agreement and the consent to the Collateral Assignment for and on behalf of the Authority in substantially the forms now on file with the Executive 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. 3. 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. HRA Resolution No. 1381 2 Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota st this 21day of December, 2020. Mary B. Supple, Chair ATTEST: Maria Regan Gonzalez, Secretary HRA Resolution No. 1381 3