10-17-2022 HRA Resolution No. 1442HRA Resolution No. 1442 1
HRA RESOLUTION NO. 1442
RESOLUTION APPROVING ASSIGNMENT AND ASSUMPTION AGREEMENT (AMENDED
AND RESTATED CONTRACT FOR PRIVATE REDEVELOPMENT) AND OTHER
DOCUMENTS IN CONNECTION THEREWITH
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 Centre MOB, LLC, a Delaware limited liability company (the “Assignor”), as the
successor in interest to Woodlake Partners, LLC, 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 Contract)
constructed thereon commonly known as Woodlake Centre, located at 66th 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 Owner, 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, the Assignor has proposed to convey its interest as holder of the Taxable Tax
Increment Revenue Note, Series 2001B (the “TIF Note”), issued by the Authority on
October 17, 2001 in the original aggregate principal amount of $7,000,000, to Woodlake Health
Centre Campus TIF, LLC, a Delaware limited liability company (the “TIF Assignee”), and the TIF
Assignee has agreed to acquire the TIF Note and assume the rights and benefits and certain of the
obligations and liabilities of the Assignor under the TIF Note; and
WHEREAS, there have been presented before this Board of Commissioners of the
Authority (the “Board”) forms of the following documents: (a) an Assignment and Assumption
Agreement (Amended and Restated Contract for Private Redevelopment) (the “Assignment and
Assumption Agreement”) between the Authority, the Assignor, the Assignee, and the TIF 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; (b) an Estoppel Certificate (the “Estoppel Certificate”) by the
Authority consenting to the acquisition by the Assignee of the VEF Property and the acquisition by
the TIF Assignee of the TIF Note, and the transfer of the Assignor’s rights and obligations under
the Contract and the TIF Note; and (c) an Investment Letter by the TIF Assignee with respect to the
TIF Note; 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 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
HRA Resolution No. 1442 2
by the Assignee of certain of the Assignor’s obligations and liabilities under the
Contract.
2. The Board approves the designation of the Assignee as a “Qualified Transferee” under
the terms of the Contract.
3. The Assignment and Assumption Agreement and the Estoppel Certificate are hereby in
all respects authorized, approved, and confirmed, and the Chair and the Executive
Director are hereby authorized and directed to execute the Assignment and
Assumption Agreement and the Estoppel Certificate for and on behalf of the Authority in
substantially the forms now on file with the Executive 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 17th day of October, 2022.
Mary B. Supple, Chair
ATTEST:
Maria Regan Gonzalez, Secretary