091525 Resolution No. 1515 Estoppel Riley_RichlynHOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
RESOLUTION NO. 1515
RESOLUTION APPROVING ASSIGNMENT AGREEMENT AND ESTOPPEL CERTIFICATE
RELATED TO THE RILEY- RICHLYN DEVELOPMENT
WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota (the "Authority") entered into a Contract for Private Development, dated
September 22, 2020, with 6345 PARTNERS, LLC, a Minnesota limited liability company
("Partners"); and
WHEREAS, pursuant to the Development Agreement, the Partners agreed to construct an
82-unit multifamily develop and purchase and rehabilitate a 22-unit apartment building with
naturally occurring affordable rents (collectively, the "Minimum Improvements"), located at 600 64tn
Street West and 6345 Lyndale Avenue South (the "Project"), and requested the Authority use tax
increment financing to assist with certain costs to fill the gap between the project costs and the
funds available to pay such costs; and
WHEREAS, the Authority issued the Tax Increment Limited Revenue Note, Series 2021
(the "TIF Note"), dated September 1, 2021, in the original aggregate principal amount of
$2,025,987.00, to Richfield Property Holdings, LLC, a Minnesota limited liability company (an
undivided 15.54% interest) 15th NB Property1 LLC, a Minnesota limited liability company (an
undivided 23.27% interest) 6345 Partners, LLC, a Minnesota limited liability company (an undivided
61.19% interest) (collectively the "Original TIF Holders"), to reimburse the Partners for certain
Public Redevelopment Costs (as defined in the Development Agreement) associated with the
Minimum Improvements; and
WHEREAS, in connection with the Development Agreement, the Project was subjected to
that certain Declaration of Restrictive Covenants dated December 22, 2020, and filed May 3, 2021
(the "Restrictive Covenant"); and
WHEREAS, pursuant to a Collateral Assignment of Development Agreement and TIF Note
dated as of December 23, 2020, the Authority consented to the collateral assignment by the
Original TIF Holders to Drake Bank, a Minnesota state banking corporation (the "TIF Lender) of all
of its right, title and interest the TIF Note; and
WHEREAS, Lighthouse Management Group, Inc., a Minnesota corporation, acting solely in
its capacity as the Receiver of the Developer (the "Assigner'), and Court Place of Burnsville, LLP, a
Minnesota limited liability company (the "Assignee"), entered into that certain Purchase Agreement
dated August 7, 2025 (the "Purchase Agreement') for sale of the Project, together with the
Development Agreement and the Restrictive Covenant, among other things; and
WHEREAS, there are no defaults or outstanding obligations under the Development
Agreement by the Assigner or the Assignee, and as developed and currently operating the
Property is in compliance with all terms and conditions of the TIF Documents; and
WHEREAS, pursuant to the terms of the Purchase Agreement, the TIF Note is to remain in
favor of the TIF Lender; and
WHEREAS, the Assignor desires to assign all of the Developer's right, title and interest
under the Development Agreement, the Restrictive Covenant, and related documents (collectively,
the "Transferred Documents") to the Assignee, and Assignee desires to assume the Developer's
obligations; and
WHEREAS, there have been presented to the Board of Commissioners of the Authority
(the "Board") forms of the following agreements: (i) an Assignment and Assumption Agreement
(the "Assignment and Assumption Agreement") between the Authority, the Assignor, and the
Assignee, pursuant to which the Assignor will assign to the Assignee, and the Assignee will
assume, the Assignor's rights and obligations under the Development Agreement and Restrictive
Covenant; (ii) an Estoppel Certificate certifying that the Project is currently in compliance with the
terms of the Development Agreement; 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 as follows:
Section 1. Approvals.
1.01. The Board hereby consents to the assumption by the Assignee of the rights and
obligations of the Assignor under the Development Agreement, and the Assignee shall be the
developer under the Development Agreement (the "Developer').
1.02. 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 Agreement and 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.
1.03. This resolution shall be in full force and effect upon its adoption.
Adopted by the Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota this 15th day of September, 2025.
Erin V ' ze Daniel , Chair
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Sean Hayford Oleary, Secretary
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