Agenda - Council - 03/24/2015 - Laserfiche WebLink

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EXHIBIT C DEVELOPMENT AGREEMENT ESTOPPEL ESTOPPEL CERTIFICATE FOR DEVELOPMENT AGREEMENT To: F&C Ramsey Apartments, LLC, an Indiana limited liability company ("Seller"), Residence at the COR Apartments LLC, a Minnesota limited liability company ("Buyer"), and PNC Bank National Association, a national banking association ("Lender") Re: Development Agreement dated March 9, 2012 (as the same may hereinafter be amended, the "Agreement") by and among The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, a body politic and corporate under the laws of the State of Minnesota (the "HRA"), the City of Ramsey, a home rule charter city organized and existing under the constitution and laws of the State of Minnesota (the "City"), F&C Ramsey, LLC, an Indiana limited liability company ("F&C Ramsey") and F&C Ramsey Member, LLC, an Indiana limited liability company ("F&C Ramsey Member"), recorded in the office of the Anoka County Registrar of Titles on May 3, 2012 as document no. 508341.004 (Torrens), as assigned and assumed pursuant to the Assignment and Assumption Agreement dated February 12, 2015 by and between the HRA and the City (the "Assignment Agreement") and pursuant to that Assignment and Assumption of Contracts by and between F&C Ramsey and Seller dated on or about March 9, 2012 except with respect to the rights and obligations of F&C Ramsey under Article VI of the Agreement relating to the TIF financing; all initially capitalized terms used herein, unless otherwise defined herein, shall have the same meanings given to them in the Agreement. The City understands that Buyer is purchasing the Property from Seller, and that Seller, Buyer and Lender are relying on the City's statements contained herein. The City hereby certifies to Seller, Buyer and Lender that, to the best of the City's actual knowledge: 1. There have been no amendments or modifications to the Agreement except for the First Amendment to Development Agreement that is being executed and delivered contemporaneously herewith. 2. The Agreement is in full force and effect. Pursuant to the Assignment Agreement, the City has assumed and has agreed to pay, perform, fulfill and comply with all covenants and obligations to be paid, performed, fulfilled and complied with by the HRA under the Agreement. 3. Neither Seller nor F&C Ramsey Member is in default under the Agreement, and no event has occurred which, with the giving of notice or passage of time or both, could result in a default by Seller or F&C Ramsey Member under the Agreement. 4. After Buyer purchases the Property, the City agrees to provide notices due to the Developer under the Agreement at the following addresses: With a copy to: 6911974v4 Residence at the COR Apartments LLC Attention: Kevin Colard 9757 NE Juanita Drive, Suite 300 Kirkland, Washington 98034 Facsimile: 425-821-5936 Mast Law Firm, P.C.