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BRIGGS <br />B R I G G S <br />4509147v3 <br />MORGAN <br />2200 IDS Center <br />80 South 8th Street <br />Minneapolis MN 55402 -2157 <br />tel 612.977.8400 <br />fax 612.977.8650 <br />MEMORANDUM <br />TO: The Board of Commissioners and the Executive Director of The Housing and <br />Redevelopment Authority in and for the City of Ramsey, Minnesota <br />CC: Kurt Ulrich, City Administrator <br />Stacie Kvilvang, Ehlers, Inc. <br />Mary Ippel, Briggs and Morgan, P.A. <br />FROM: Thomas L. Bray <br />DATE: February 22, 2012 <br />RE: The Housing and Redevelopment Authority in and for the City of <br />Ramsey, Minnesota -- Purchase Agreement and Development Agreement <br />with F &C Ramsey, LLC <br />Our File No.: 12952.47 <br />I. BACKGROUND <br />On September 27, 2011 the Board of Commissioners ( "Board ") of The Housing and <br />Redevelopment Authority in and for the City of Ramsey, Minnesota (the "HRA ") approved a <br />Purchase Agreement for the sale of Lot 3, Block 1, COR ONE, Anoka County, Minnesota (the <br />"Property ") to F &C Ramsey, LLC (" F &C Ramsey ") (the "Purchase Agreement ") and approved <br />a Development Agreement among and between the HRA, the City of Ramsey and F &C Ramsey <br />(the "Development Agreement "). The Development Agreement obligates the HRA to make a <br />$1.42 MM loan and an approximately $6.825 MM loan (collectively, the "HRA Loans ") to F &C <br />Ramsey Member, LLC ( "F &C Member "). F &C Ramsey intends to assign all of its rights, except <br />the right to receive the TIF Note, and all of its obligations under the Purchase Agreement and the <br />Development Agreement to F &C Ramsey Apartments, LLC ( "F &C Apartments ") before the <br />Property closing or the PNC Loan closing. F &C Ramsey and F &C Member own 100% of the <br />membership interests in F&C Apartments. <br />F &C Ramsey's obligations under the Purchase Agreement and Development Agreement <br />are contingent upon the closing of an approximately $20.475MM loan from PNC Bank, National <br />Association ( "PNC ") to F &C Ramsey Apartments (the "PNC Loan "). As a condition of the <br />loan, PNC requires that F &C Apartments, PNC, the HRA and the City sign a Debt Subordination <br />Agreement (the "Debt Subordination Agreement "). Neither the requirement for nor the terms of <br />Briggs and Morgan, Professional Association <br />Minneapolis 1 St. Paul 1 www.briggs.com <br />Member Lex Mundi, a Global Association of Independent Law Firms <br />