02-19 HRA Resolution No. 1328
HRA RESOLUTION NO. 1328
RESOLUTION APPROVING ASSIGNMENT AND ASSUMPTION AGREEMENT
(AMENDED AND RESTATED CONTRACT FOR PRIVATE REDEVELOPMENT)
WHEREAS
, the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota (the “Authority”) has entered into an Amended and Restated Contract
for Private Redevelopment, dated May 21, 2001, as heretofore amended and assigned
(the “Contract”), with Woodlake Partners, LLC, a Delaware limited liability company, as the
final successor in interest to Richfield State Agency (the “Assignor”), related to the
development of certain real property located in the City of Richfield, Minnesota (the “City”);
and
WHEREAS
, the Assignor owns a portion of the real property legally described in
the Contract (the “VEF Property”) and the Minimum Improvements (as defined in the
th
Contract”) constructed thereon commonly known as Woodlake Centre, located at 66
Street and Lyndale Avenue in the City; and
WHEREAS
, the Assignor has proposed to convey its fee simple interest in the VEF
Property to Woodlake Centre MOB, LLC, a Delaware limited liability company (the
“Assignee”), and the Assignee has agreed to acquire fee simple title to the VEF Property
and assume the rights and benefits and certain of the obligations and liabilities of the
Assignor (as the Redeveloper) under the Contract which relate to the VEF Property; and
WHEREAS
, there has been presented before this Board of Commissioners of the
Authority (the “Board”) a form of Assignment and Assumption Agreement (Amended and
Restated Contract for Private Redevelopment) (the “Assignment and Assumption
Agreement”) proposed to be entered into between the Authority, the Assignor, and the
Assignee, pursuant to which the Assignor will transfer and assign to the Assignee all of the
right, title, and interest, if any, of the Assignor in and to the Contract, the Assignee will
accept the assignment of all of the Assignor’s right, title and interest arising under the
Contract with respect to the VEF Property, and the Assignee will accept certain of the
Assignor’s obligations and liabilities under the Contract, as described therein;
NOW, THEREFORE, BE IT RESOLVED
, by the Board of Commissioners of the
Housing and Redevelopment Authority in and for the City of Richfield, Minnesota that:
1. The Board hereby consents to the assignment to and assumption by the
Assignee of the Assignor’s right, title, and interest, if any, under the Contract
and to the acceptance by the Assignee of certain of the Assignor’s obligations
and liabilities under the Contract.
2. The Board approves of the designation of the Assignee as a “Qualified
Transferee” under the terms of the Contract.
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HRA Resolution No. 1328
3. The Assignment and Assumption Agreement is hereby in all respects
authorized, approved, and confirmed, and the Chairr and the Executive Director
are hereby authorized and directed to execute the Assignment and Assumption
Agreement 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.
4. The Chair and the Executive Director are hereby authorized to execute and
deliver any and all documents deemed necessary to carry out the intentions of
this resolution.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 19th day of February, 2019.
a
Mary B. upple, Ch it
ATTEST:
Erin Vrieze Daniels, Secretary
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HRA Resolution No.1328