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ASSIGNMENT AND ASSUMPTION <br />OF CONTRACT FOR PRIVATE DEVELOPMENT <br /> <br /> THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PRIVATE <br />DEVELOPMENT (the "Assignment") is entered into as of May 26, 2004, by and among the <br />CITY OF RAMSEY, a Minnesota municipal corporation, Anoka County, Minnesota (the "City"), <br />RUM RIVER DENTAL CREATIONS, LLC a Minnesota limited liability company and, (the <br />"Assignor"), and MILLER RICKARD PROPERTIES, LLC, a Minnesota limited liability <br />company ("Assignee"). The parties hereto agree as follows: <br /> <br />RECITALS: <br /> <br /> WHEREAS, the City created and established Development District No. 1 (the <br />"Development District") and Tax Increment Financing District No. 10 (the "T~ District") pursuant <br />to thc authority granted in Minnesota Statutes, Sections 469.124 through 469.134 and Sections <br />469.174 through 469.179 (collectively, the "Act"); and <br /> <br /> WHEREAS, pursuant to the Act, the City adopted a Development District Program and a <br />Tax Increment Financing Plan to finance all or a portion of the public development costs of the <br />District; and <br /> <br /> WHEREAS, the City and the Assignor entered into a Contract for Private Development <br />dated as of February 27, 2004 including a Deficiency Agreement and other related exlfibits <br />(collectively the "Development Agreement") regarding the development of certain real property <br />located in the TIF District. The Development Agreement is recorded as Anoka County Recorder's <br />Document nun]bet ; and <br /> <br /> WHEREAS, the Deficiency Agreement provides that the Assignor will pay deficiencies to <br />the City if' Net Tax Increment is less than the Required Increment; and <br /> <br /> WitEREAS, the Assignor desires to transfer fee title to the Development Property <br />identified in Exhibit A of the Development Agreement (copy attached) to Assignee pursuant to a <br />purchase agreement by and among Assignor and Assignee; and <br /> <br /> <br />