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2016-11H HRA ResolutionMOUND HOUSING AND REDEVELOPMENT AUTHORITY RESOLUTION NO. 16-11H RESOLUTION APPROVING THE SALE OF LAND TO AND LOAN AGREEMENT WITH IKM LIMITED PARTNERSHIP BE IT RESOLVED By the Board of Commissioners (the "Board") of the Housing and Redevelopment Authority in and for the City of Mound (the "Authority") as follows: Section 1. Recitals. 1.01. The Authority is authorized to exercise the powers of a housing and redevelopment authority, pursuant to Minnesota Statutes, Sections 469.001 to 469.047, as amended (the "HRA Act"). 1.02. The Authority and IKM Limited Partnership, a Minnesota limited partnership, an affiliate of Aeon, a Minnesota nonprofit corporation or another affiliate thereof (the "Buyer"), previously entered into a Purchase Agreement with the Buyer (the "Purchase Agreement") setting forth the terms and conditions of sale of certain property owned by the Authority, located at 2020 Commerce Boulevard, Mound, Minnesota and described on Exhibit A attached hereto and made part of this resolution (the "Property"), including the housing facility known as Indian Knoll Manor (the "Facility"). 1.03. The Authority and the Buyer will also enter into a Loan Agreement, as presented in Exhibit B which is attached hereto and made part of this resolution, (the "Contract") whereby the Buyer will agree to expand and renovate the Facility (the "Project") and continue to operate the facility as an affordable housing facility in exchange for certain financial assistance from the Authority; 1.04. Pursuant to Minnesota Statutes, Section 469.029, the Authority has on this date conducted a duly noticed public hearing regarding the sale of the Property to the Buyer, at which all interested persons were given an opportunity to be heard. 1.05. The Authority finds and determines that conveyance of the Property to the Buyer has no relationship to the City's comprehensive plan, in that no amendment or modification of the comprehensive plan is required for the conveyance or redevelopment of the Property and the Facility will continue to be operated as a rental housing facility for low -to moderate -income persons. 1.06. Pursuant to the HRA Act, the Authority is authorized to provide loans, interest rate subsidies, or assistance in any form to private development consisting of the construction or substantial rehabilitation of buildings and ancillary facilities for low -to moderate -income housing facilities. The Authority hereby finds and determines that it is in the best interests of the Authority to provide a loan (the "Loan") to the Buyer for the purpose of financing a portion of the purchase price of the Facility and the Project. 1.07. The Board finds that the sale of the Property to the Buyer, the execution of the 488277v2 GAF MU195-39 I Contract and the performance of the Authority's obligations pursuant to the Contract, including the provision of the Loan, are in the public interest and will further the objectives of its general plan of economic development and redevelopment. Section 2. Authority Approval; Further Proceedings. 2.01. (a) The sale of the Property as described in the Purchase Agreement is hereby approved. The Contract as presented to the Board, including the provision of the Loan, is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the Chair and Executive Director, provided that execution of the Contract by such officials shall be conclusive evidence of approval. (b) Pursuant to the Contract, the Authority will loan to the Buyer the Loan in the principal amount of $2,120,000, evidenced by a promissory note (the "Note") and a Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage"), both of which will executed and delivered to the Authority by the Buyer in substantially the forms attached to the Loan Agreement and on file with the Authority. 2.02. The Chair and Executive Director are hereby authorized to execute on behalf of the Authority the Contract and any documents referenced therein or in the Purchase Agreement requiring execution by the Authority, including without limitation the deed, master subordination agreement, the bill of sale, an assignment of leases and deposits, an assignment of contract, permits, warrants and miscellaneous documents, a bring -down certificate, and a certificate of title and to carry out, on behalf of the Authority, its obligations thereunder. 2.03. Authority and City staff are authorized and directed to take all actions to implement the Contract. Section 3. Effective Date. This resolution shall be effective upon approval. Approved by the Board of Commissioners of Housing and Redevelopment Authority in and for the City of Mound this 25th day of October, 2016. Chair F."r1,136 Clerk 48827741 GAF MU195-39 2 EXHIBIT A Property Lots 23, 24, 25 and 26, Block 1; Lots 22 and 23, Block 2; and that part of Lots 24, 25 and 26, Block 2, lying North of the street as opened; and Lots 4, 5, 6, 7, 8 and the North 10 feet of Lot 9, Block 4, all in LAKE SIDE PARK: A.L. CROCKER'S IST DIVISION, MOUND, MINNETONKA. TOGETHER WITH that part of vacated Shady Lane, originally dedicated in said plat of LAKE SIDE PARK: A.L. CROCKER'S 1sT DIVISION, MOUND, MINNETONKA, which lies northerly of the easterly extension of the south line of said north 10 feet of Lot 9, and which lies southerly of a line described as beginning at the northeast corner of said Lot 4; thence easterly along the easterly extension of the north line of said Lot 4 to the centerline of said vacated Shady Lane; thence southerly along said centerline to its intersection with a line drawn perpendicular to said centerline, westerly from the most northerly northwest corner of said Lot 24, Block 1, perpendicular to said centerline; thence easterly, along said perpendicular line, to said most northerly northwest corner, and said line there terminating. Also together with that part of the northwest half of vacated Crocker Avenue which lies southwesterly of the southeasterly extension of the northeasterly line of said Lot 26, Block 1. Also together with that part of the southeast half of vacated Crocker Avenue which lies southwesterly of the northwesterly extension of the northeasterly line of said Lot 22, Block 2. EXCEPTING THEREFROM: All that part of the following described tract: Lots 4, 5, 6, 7, 8 and the North 10 feet of Lot 9, in Block 4, LAKE SIDE PARK: A.L. CROCKER'S 1ST DIVISION, MOUND, MINNETONKA, according to the map or plat thereof on file and of record in the office of the Register of Deeds in and for Hennepin County, which lies Westerly of the following described line: Beginning at a point on the North line of said Lot 4, distant 7.0 feet Easterly of the West line of said Block 4; thence run Southerly parallel with said West line for a distance of 128 feet; thence run Southeasterly to a point on a line drawn parallel with and distant 13 feet Easterly of said West line, said point being distant 57 feet Northerly of the South line of the North 10 feet of said Lot 9; thence run Southerly along said parallel line to the South line of said North 10 feet and there terminating. Together with that part of the first above tract not acquired herein, which lies Southwesterly of the following described line: Beginning at a point on the South line of said first above described tract distant 6 feet East of the above described line; thence Northwesterly to a point on said described line distant 4 feet North of the South line of said first above described tract and there terminating. Hennepin County, Minnesota 488277v2 GAF MU195-39 A-1 EXHIBIT B Loan Agreement [attached hereto] 488277v2 GAF MU195-39 B-1