062023 Resolution 1455 Woodlake CentreHOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
RESOLUTION NO. 1455
RESOLUTION APPROVING SUBORDINATION AGREEMENT, COLLATERAL ASSIGNMENT
OF TIF NOTE, AND ESTOPPEL CERTIFICATE FOR WOODLAKE CENTRE
WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield (the
"Authority" and the Woodlake Centre MOB, LLC a Delaware limited liability company (the "Developer")
entered into that certain Amended and Restated Contract for Private Redevelopment dated May 21, 2001, as
amended by that certain First Amendment to Amended and Restated Contract for Private Redevelopment
dated January 25, 2005, as assigned by that certain Assignment and Assumption of Amended and Restated
Contract for Private Redevelopment dated January 25, 2005, as assigned by that certain Assignment and
Assumption of Amended and Restated Contract for Private Redevelopment dated January 31, 2014, as
assigned and amended by that certain Assignment and Secondment Amendment to Amended and Restated
Contract for Private Redevelopment dated March 19, 2018, as assigned by that certain Assignment and
Assumption Agreement (Amended and Restated Contract for Private Redevelopment) dated March 11, 2019,
(collectively, the "Development Agreement"); and
WHEREAS, Alerus Financial, N.A. (the "Lender") and the Borrower have entered into a Loan
Agreement (the "Loan Agreement"), pursuant to which the Lender has agreed to make a real estate loan in
the amount of $22,300,000.00 (the "Loan"); and
WHEREAS, as a condition to providing the Loan, the Bank is requiring that the Authority
subordinate certain of the Authority's rights under the Development Agreement, including but not limited to
the rights of the Authority with respect to the development property, to the rights of the Bank under the
documents to be executed in conjunction with the Loan, pursuant to the terms of a Subordination Agreement
(the "Subordination Agreement") proposed to be entered into between the Authority, the Bank, and the
Developer, a copy of which has been presented before this Board of Commissioners of the Authority and
execute an estoppel certificate; and
WHEREAS, the Lender has also requested a Collateral Assignment of TIF Note, between the
Authority, the Developer, and the Lender and an Estoppel Certificate and Notice Request; and
WHEREAS, the Subordination Agreement, the Collateral Assignment of TIF Note, and the Estoppel
Certificate and Notice Request have been provided to the member of the Board of Commissioners; 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, Collateral Assignment of TIF Note, and the Estoppel
Certificate and Notice Request are 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 and
the estoppel certificate 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 all
documents deemed necessary to carry out the intentions of this resolution, the Subordination Agreement, the
Collateral Assignment of TIF, and the Estoppel Certificate and Notice Request.
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota
this 201 day of June, 2023.
Gordon anson, Acting Chair
Secre