Agenda - Council - 02/12/2019 - Laserfiche WebLink

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1. The Parties: (a) ParkView East, LLC, a Minnesota limited liability company, the Developer under a Tax Increment Financing (TIF) Agreement with the City of Ramsey, Minnesota, (the "City"), dated October 1, 2015 (the "TIF Agreement"), is hereinafter referred to as Assignor. (b) Park View East - Minneapolis LLC, a Washington limited liability company, hereinafter referred to as Assignee. 2. Date: (a) This Assignment is dated and shall be effective on February 12, 2019 (the "Effective Date"). 3. Recitals: (a) Assignor is the recipient of certain real property and the beneficiary of a promise by the City pursuant to the TIF Agreement to pay the Developer certain amounts as provided therein. (b) Assignor desires to assign all of its rights, duties, obligations and responsibilities under the TIF Agreement to Assignee and Assignee is willing to accept such rights, duties, obligations and responsibilities. NOW THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 4. Assignment of TIF Agreement: Assignor hereby assigns, transfers and quitclaims all rights, duties, obligations and responsibilities under the TIF Agreement to Assignee, subject to the terms of this Agreement. Assignee hereby accepts such rights and assumes such duties, obligations and responsibilities, subject to the terms of this Agreement. 5. Covenants of Assignor: Assignor warrants: (a) Assignor is the owner of the Developer's interest in the TIF Agreement assigned by this instrument and all of the rights which the TIF Agreement purports to create, with full right to convey the same. (b) The TIF Agreement is now unencumbered, valid, and in full force and effect in accordance with its terms. (c) The City has not declared an Event of Default under the TIF Agreement. 2 11430297v1