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FIRST AMENDMENT TO
<br />DEVELOPMENT AGREEMENT
<br />DATED: , 2015 (the "Amendment Effective Date")
<br />1. Parties. The parties to this First Amendment to Development Agreement (this
<br />"First Amendment") are:
<br />a. The City of Ramsey, Minnesota, a home rule charter city organized and
<br />existing under the constitution and laws of the State of Minnesota, both for itself and as
<br />successor -in -interest to The Housing and Redevelopment Authority in and for the City of
<br />Ramsey, Minnesota (the "HRA") (collectively, the "City");
<br />b. F&C Ramsey, LLC, an Indiana limited liability company ("F&C
<br />Ramsey");
<br />c. F&C Ramsey Apartments, LLC, an Indiana limited liability company ("F
<br />& C Apartments"); and
<br />d. F&C Ramsey Member, LLC, an Indiana limited liability company
<br />("F & C Borrower").
<br />e. This First Amendment sometimes refers to the City, F&C Ramsey, F & C
<br />Apartments, and F & C Borrower, collectively, as the "Parties."
<br />RECITALS
<br />A. City, F&C Ramsey, and F & C Borrower are parties to the Development
<br />Agreement dated March 9, 2012 (the "Development Agreement") and recorded in the office of
<br />the Anoka County Registrar of Titles on May 3, 2012 as Document No. 508341.004, relating to
<br />certain real property defined as the "Development Property" in Article II of the Development
<br />Agreement.
<br />B. Pursuant to that unrecorded Assignment and Assumption of Contracts entered into
<br />by F&C Ramsey and F & C Apartments dated March 9, 2012, [Date left blank in document]
<br />F&C Ramsey assigned all of its right, title and interest in, to and under the Development
<br />Agreement except the rights and obligations of F&C Ramsey under Article VI of the
<br />Development Agreement relating to the TIF financing.
<br />C. Pursuant to Minnesota Statutes Section 469.033, Subd. 7, HRA Resolution #14-
<br />11-236 dated November 12, 2014, the City (the "HRA Resolution"), and City Resolution #14-
<br />12-262 dated December 9, 2014, the HRA transferred all of its assets, including its rights under
<br />the Development Agreement, to the City and the City approved the transfer of all of the HRA's
<br />assets to the City and dissolved the HRA (the 'City Resolution").
<br />D. Sections 6.6, 11.3, 11.4, 11.5(b)(iii), 13.2(d), and Exhibit B of the Development
<br />Agreement reference the City's ability to cancel, rescind and/or terminate the TIF Note as a
<br />remedy to the Events of Default defined in Sections 13.1(a), (b), (c), (d), (e), (f), (g) or (1) of the
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