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EDA Resolution #2022-37 Approving Subordination Agreement - HeadwatersCITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO.2022-37 RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A SUBORDINATION AGREEMENT WHEREAS, the City of Monticello, Minnesota (the "City") and the City of Monticello Economic Development Authority (the "Authority") have previously established the Tax Increment Financing (Housing) District No. 1-43 (Headwaters Villas Project) (the "TIF District"), a housing district, within the Central Monticello Redevelopment Project No. 1 (the "Redevelopment Project"), pursuant to Minnesota Statutes, Sections 469.001 through 469.047, Sections 469.090 through 469.1081, and Sections 469.174 through 469.1794, all as amended; and WHEREAS, the Authority previously approved providing certain financial assistance, including tax increment financing assistance in the form of the tax increment financing note (the "TIF Note") to Headwaters Development LLC, a Minnesota limited liability company (or certain affiliates thereof, collectively, "Headwaters"), pursuant to a Purchase and Development Contract (the "Agreement") between Headwaters and the Authority, in order to facilitate Headwaters' acquisition of property within the TIF District (the "Development Property") and construction thereon of approximately 60 rental housing units for seniors with attached two -car garages (the "Project"); and WHEREAS, at the request of Headwaters, the Authority consented to an Assignment and Assumption of Development Agreement by and between Headwaters and CHC Monticello Townhomes LLC, a Minnesota limited liability company (the "Developer"), which includes the assignment of the TIF Note, by executing a Consent to Assignment and Assumption Agreement; and WHEREAS, in connection with the Developer's financing for the Project, Bremer Bank, National Association (the "Lender") has requested that the Authority subordinate its right of reentry to the Development Property under Minnesota Statute and Section 3.8 of the Agreement to the Lender's financing documents pursuant to a Subordination Agreement among the Authority, the Developer and the Lender (the "Subordination Agreement"). NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners (the `Board") of the City of Monticello Economic Development Authority as follows: 1. The Board hereby approves the Subordination Agreement, together with any related documents necessary in connection therewith, including but not limited to the agreements referred to therein (collectively, the "Subordination Documents"), and hereby authorizes the President and Executive Director to execute any such Subordination Documents to which the Authority is a party, on behalf of the Authority, and to carry out, on behalf of the Authority, the obligations of the Authority thereunder when all conditions precedent thereto have been satisfied. MNl 90\163\840913.v1 2. The approval hereby given to the Subordination Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the Authority and by the officers authorized herein or by the Authority to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the Authority. The execution of any instrument by the appropriate officers of the Authority shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of the officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of the City Attorney, may act in their behalf. Approved by the Board of Commissioners of the City of Monticello Economic Development Authority on November 22, 2022. Presiden S\T: I Director MN190\163\840913.v1 2