01-18-2022 HRA Resolution No. 1423HRA Resolution No. 1423 1
HRA RESOLUTION NO. 1423
RESOLUTION APPROVING ASSIGNMENT AND ASSUMPTION OF CONTRACT WITH RM
SENIOR LIVING RICHFIELD LLC AND GOPHER (RICHFIELD) LLC
WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota (the “Authority”) previously owned certain real property located within Tax Increment
Financing District No. 2014-1 (City District Garage Site) (the “Development Property”), which was
created within the Richfield Redevelopment Project in the City of Richfield, Minnesota (the “City”);
and
WHEREAS, the Authority and Mesaba Capital Development, LLC, a Minnesota limited
liability company (“Mesaba”), entered into a Contract for Private Development, dated February 16,
2016, as amended by the First Amendment to Contract for Private Development, dated November
22, 2016, and a Second Amendment to Contract for Private Development, dated March 29, 2017
(collectively, the “Contract”), pursuant to which the Authority conveyed the Development Property
to Mesaba, Mesaba agreed to construct on the Development Property a multifamily housing
development with 88 units designed for seniors, including approximately 60 assisted living units
and 28 memory care units (the “Minimum Improvements”), and the Authority agreed to issue a tax
increment revenue note to Mesaba to reimburse Mesaba for certain costs in connection with the
Minimum Improvements; and
WHEREAS, pursuant to an Assignment and Assumption of Contract, dated March 29,
2017, between Mesaba and RM Senior Living Richfield LLC, a Delaware limited liability company
(the “Assignor”), Mesaba assigned its interest in the Contract to the Assignor as the “Developer”
under the Contract; and
WHEREAS, the Assignor has determined to assign its interest in and its rights and
obligations as the “Developer” under the Contract to Gopher (Richfield) LLC, a Delaware limited
liability company (the “Assignee”), as permitted by the terms of the Contract; and
WHEREAS, there has been presented before this Board of Commissioners of the Authority
(the “Board”) an Assignment and Assumption of Contract (the “Assignment and Assumption of
Contract”) to be entered into between the Authority, the Assignor, and the Assignee, pursuant to
which the Assignor assigns all of its interest in and its rights and obligations under the Contract to
the Assignee, the Assignee assumes such interest, rights, and obligations of the Assignor as
Developer under the Contract, and the Authority consents to such assignment and assumption;
and
WHEREAS, the Board has reviewed the Assignment and Assumption of Contract and finds
that the execution thereof by the Authority and the performance of the Authority’s obligations
thereunder are in the best interest of the City and its residents; 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 that:
1. The Assignment and Assumption of Contract is hereby in all respects authorized,
approved, and confirmed, and the Chair and the Interim Executive Director are hereby
authorized and directed to execute the Assignment and Assumption of Contract for and
on behalf of the Authority in substantially the form now on file with the Interim Executive
HRA Resolution No. 1423 2
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 Interim Executive Director are hereby authorized to execute and
deliver any other documents or certificates deemed necessary to carry out the
intentions of this resolution and the Assignment and Assumption of Contract.
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota this 18th day of January, 2022.
Mary B. Supple, Chair
ATTEST:
Maria Regan Gonzalez, Secretary