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2018-04H HRA ResolutionMOUND HOUSING AND REDEVELOPMENT AUTHORITY RESOLUTION NO. 18-04H RESOLUTION APPROVING AMENDED AND RESTATED MASTER SUBORDINATION AGREEMENT AND ESTOPPEL CERTIFICATE RELATED TO THE INDIAN KNOLL MANOR PROJECT WHEREAS, The Housing and Redevelopment Authority of the City of Mound, Minnesota (the "Authority") previously sold certain property owned by the Authority, located at 2020 Commerce Boulevard, Mound, Minnesota including the housing facility known as Indian Knoll Manor (the "Property") to IKM Limited Partnership, a Minnesota limited partnership, an affiliate of Aeon, a Minnesota nonprofit corporation ("IKM"); and WHERAS, on December 12, 2016, the Authority provided a loan to IKM in the amount of $2,120,000 (the "HRA Loan") to help finance the acquisition of the Property and to certain improvements thereto (the "Project"); and WHEREAS, on December 12, 2016, the Authority also provided a loan of proceeds from an environmental response fund grant from Hennepin County in the amount of $390,982 (the "ERF Grant" and together with the HRA Loan, the "HRA Financing") to Aeon to provide a loan to IKM to finance the Project; and WHEREAS, the Authority agreed to subordinate the HRA Financing to a loan provided to IKM by the County (the "County Loan") and to construction financing provided by Wells Fargo, National Association, a national banking association ('Vvells Fargo") to IKM, in accordance with the Master Subordination Agreement and Estoppel Certificate, dated December 13, 2016, and filed in the office of the County Recorder for Hennepin County on December 14, 2016 as Document Number Al 0391059 (the "MSA"); and WHEREAS, the Minnesota Housing Finance Agency, a public body corporate and politic of the State of Minnesota ("MHFA"), will serve as the permanent lender for the Project and has assumed the senior financing position initially held by Wells Fargo; and WHEREAS, it has been requested that the Authority agree to resubordinate the HRA Financing to the County Loan and to MHFA's senior financing pursuant to the Amended and Restated Master Subordination Agreement and Estoppel Certificate (the "Amended Subordination Agreement"), between the City, the Authority, IKM, Hennepin County, Aeon, and the Minnesota Housing Finance Agency, which will amend and restate in its entirety the MSA; and WHEREAS, the Board of Commissioners has reviewed the Amended Subordination Agreement and finds the execution of the same is in the best interests of the Authority. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Mound as follows: 5175210 GAF W195-39 1. That the Amended Subordination Agreement is hereby approved, subject to the modifications that do not alter the substance of the transaction and that are approved by the City Attorney. 2. That the Chair and the Executive Director are hereby authorized and directed to execute all appropriate documents, including, but not limited to, the above stated document, to effectuate the transaction contemplated by this Resolution. Adopted by the Board of Commissioners this 13th day of March, 2018. &4va-�JMJU4.0 Chair Mark Wegscheid Attest: Catherine Pausche, Clerk 2 517521v1 GAF W195-39