052024 Resolution 1481HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
RESOLUTION NO. 1481
RESOLUTION APPROVING AN ASSIGNMENT AND ASSUMPTION AGREEMENT AND A
SUBORDINATION AGREEMENT WITH THE PINES OF RICHFIELD, LLC, BMO BANK N.A.,
AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota (the "Authority") and Richfield State Agency, Inc. ("RSA"), entered into the Amended
and Restated Contract for Private Redevelopment, dated May 21, 2001, as amended by 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 RSA ("M&I"), as assigned by the Assignment and Assumption of Amended and Restated
Contract for Private Redevelopment, dated January 25, 2005, by M&I in favor of Woodlake-VEF IV,
LLC ("Woodlake-VEF"), as assigned by the Assignment and Assumption of Amended and
Restated Contract for Private Redevelopment, dated January 31, 2014, by Woodlake-VEF in favor
of Woodlake Partners, LLC ("Woodlake Partners"), as assigned and amended by the Assignment
and Second Amendment to Amended and Restated Contract for Private Redevelopment, dated
March 19, 2018, between BMO Harris Bank, N.A., McDonald's USA, LLC, the Authority, and
Woodlake Partners, as assigned by the Assignment and Assumption Agreement (Amended and
Restated Contract for Private Redevelopment), dated March 11, 2019 (collectively, the
"Development Agreement'), between Woodlake Partners, Woodlake Centre MOB, LLC, and the
Authority; and
WHEREAS, the Authority agreed to provide tax increment financing assistance in
connection with development costs under the Development Agreement; and
WHEREAS, BMO Bank, N.A. is the holder of the Tax Increment Revenue Note,
Series 2001A (the "TIF Note"), issued by the Authority on October 17, 2001, in the principal amount
of $2,500,000; and
WHEREAS, the current parties to the Development Agreement have proposed to further
assign the Development Agreement pursuant to an Assignment and Assumption Agreement
(Amended and Restated Contract for Private Redevelopment) (the "Assignment and Assumption
Agreement') between Pines Investments, L.L.C. ("Pines Investments"), as assignor, The Pines of
Richfield, LLC ("Pines of Richfield"), as assignee, and the Authority; and
WHEREAS, the City of Landfall Village, Minnesota (the "Bond Issuer') has agreed to issue
one or more series of conduit revenue bonds in the approximate principal amount of $12,500,000
(the "Bonds") and will loan the proceeds thereof to Pines of Richfield as financing for a multifamily
housing project currently used as a licensed assisted living and care suite facility located on a
portion of the property encumbered by the Development Agreement; and
WHEREAS, in connection with the loan of the proceeds of the Bonds by the Bond Issuer to
Pines of Richfield, Pines of Richfield is requesting that the Authority execute and deliver a
Subordination Agreement (the "Subordination Agreement") with BMO, Pines of Richfield, and U.S.
Bank Trust Company, National Association, as trustee for the Bonds (the "Trustee"), which sets
forth the terms of the subordination of certain of the Authority's and BMO's rights under the
Development Agreement to the Trustee and the confirmation of BMO's rights to payments under
the TIF Note; and
WHEREAS, the Assignment and Assumption Agreement and the Subordination Agreement
(together, the "Agreements") have been provided to the members of the Board of Commissioners
of the Authority; 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 Agreements are hereby in all respects authorized, approved, and confirmed,
and the Chair and the Executive Director are hereby authorized and directed to execute the
Agreements for and on behalf of the Authority in substantially the form 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.
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 and the Agreements.
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota this 201h day of May, 2024.
Sean Hayford Olea , Secretary
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Erin Vriez Daniels hair