Agenda - Council - 04/28/2015 - Laserfiche WebLink

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ASSIGNMENT OF AND AMENDMENT TO PURCHASE AGREEMENT THIS ASSIGNMENT OF AND AMENDMENT TO PURCHASE AGREEMENT (this "Amendment") is made and entered into as of April , 2015 by and between CommonBond Communities, a Minnesota nonprofit corporation ("CommonBond"), CB Ramsey Housing Limited Partnership, a Minnesota limited partnership (the "Buyer") and the City of Ramsey, Minnesota (the "Seller"). RECITALS A. The Housing and Redevelopment Authority for the City of Ramsey, a Minnesota municipal corporation (the "HRA") and CommonBond entered into that certain Purchase Agreement dated May 20, 2014 (the "Original Purchase Agreement") for the purchase and sale of certain real property located in the City of Ramsey, Minnesota, as more specifically described in the Original Purchase Agreement (the "Property"). B. Pursuant to that certain Acknowledgment of Transfer of Real Estate Purchase Agreement dated December 31, 2014 (the "Acknowledgment"), the HRA transferred its interest in the Original Purchase Agreement to the Seller concurrent with the HRA's transfer of all of its real estate assets to the Seller and subsequent dissolution. C. CommonBond now wishes to transfer its interests in the Original Purchase Agreement, as amended by the Acknowledgment, to the Buyer, and the parties have agreed to extend the Closing Date beyond the Initial Closing Date and Extended Closing Date, as provided in the Original Purchase Agreement. D. The parties desire to further amend the Original Purchase Agreement upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein, together with other undertakings of the parties hereto, and other good and valuable mutual consideration, the receipt and sufficient of which are hereby acknowledged, the parties agree as follows: 1. Recitals; Defined Terms. The parties acknowledge and agree that the above Recitals are correct and are incorporated herein by reference. All capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Original Purchase Agreement and the Acknowledgment. 2. Assignment and Assumption. Pursuant to Section 15.8 of the Original Purchase Agreement, CommonBond hereby assigns all of its right, title, and interest in and to the Original Purchase Agreement, as amended by the Acknowledgment and as further amended by this Amendment (collectively, the "Purchase Agreement") to the Buyer and the Buyer hereby accepts the foregoing assignment and hereby agrees to assume all obligations of CommonBond under the Purchase Agreement. 3. Closing Date. From and after the date hereof, the Closing Date, as defined in the Purchase Agreement, shall mean a date that is mutually agreeable to Buyer and Seller on or before October 1, 2015.