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D. To document the HRA’s transfer of its rights under the Development Agreement <br />to the City pursuant to the HRA resolution and the City resolution, the City and the HRA <br />executed an Assignment and Assumption Agreement dated February 12, 2015 and a <br />Memorandum of Assignment and Assumption Agreement, and the City will record the <br />Memorandum of Assignment and Assumption Agreement with the Anoka County Registrar of <br />Titles. <br /> <br />E. F&C Apartments has entered into a purchase agreement to sell the Development <br />Property to Residence at the COR Apartments, LLC, a Minnesota limited liability company <br />(“Buyer”). In connection with the sale, F&C Apartments and F & C Ramsey will assign to <br />Buyer their rights under the Development Agreement, including F&C Ramsey’s right to receive <br />the “TIF Note,” as defined in the Development Agreement (the “TIF Note”) pursuant to Article <br />VI of the Development Agreement, and Buyer will thereafter collaterally assign its rights under <br />the Development Agreement and pledge its rights under the TIF Note to its lender, PNC Bank, <br />National Association (“PNC Bank”). <br /> <br />F. 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 (l) of the <br />Development Agreement or as a consequence of the Project Mortgage holder treating the <br />Development Agreement as subordinate to the Project Mortgage. <br /> <br />G. To facilitate Buyer’s use of the TIF Note as collateral to secure a portion of <br />Buyer’s acquisition financing, F&C Apartments, Buyer and PNC Bank have requested that the <br />City amend the Development Agreement to eliminate the City’s right to cancel, rescind or <br />terminate the TIF Note as a remedy for an event of default under the Development Agreement or <br />as a consequence of the Project Mortgage Holder treating the Development Agreement as <br />subordinate to the Project Mortgage, all as set forth in this First Amendment. <br /> <br />H. In addition, because F & C Borrower will be repaying Loan No. 1 and Loan No. <br />2, as defined in the Development Agreement, contemporaneously with the closing on the sale to <br />Buyer and the City will use the proceeds from the repayment of Loan No. 2 to repay the bonds <br />that the City used to finance Loan No. 2, the City is willing to further amend the Development <br />Agreement to remove the rental restrictions set forth in Section 11.4 of the Development <br />Agreement. <br /> <br />AGREEMENT <br /> <br /> <br />Conditions Subsequent. <br />1. Section 6.6 of the Development Agreement is deleted <br />in its entirety. <br /> <br />Subordination of Development Agreement to Project Mortgage and <br />2. <br />Extension of Time to Cure. <br />Section 11.3 of the Development Agreement is deleted in its <br />entirety and replaced with the following: <br /> <br />The City will, upon the request of the holder of a Project Mortgage, execute and <br />record a subordination agreement pursuant to which the City agrees that, upon a <br />default by Developer under a Project Mortgage, the holder of the Project <br /> <br />2 <br />6911974v4 <br /> <br />