Agenda - Council - 06/09/2026 - Laserfiche WebLink

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ASSIGNMENT OF DEVELOPMENT AGREEMENTS THIS ASSIGNMENT OF DEVELOPMENT AGREEMENTS ("Assignment"), is made and entered into as of the 3rd day of June, 2026, by and between Roers Ramsey Apailuients 1 LLC, a Delaware limited liability company (the "Borrower"), First Bank & Trust, a South Dakota banking corporation ("Lender"), and the City of Ramsey, a Minnesota municipal corporation (the "City"). WITNESSETH WHEREAS, the City and Borrower have entered into that certain Roers Ramsey Apartments I LLC Development Agreement City of Ramsey, Anoka County, Minnesota dated December 9, 2025 (the "Development Agreement" providing for the redevelopment by the Borrower of a property located in Anoka County, Minnesota, legally described on the attached Exhibit 1 (the "Property"); WHEREAS, in order to finance the construction of some of the improvements to be constructed thereunder, the Lender has agreed to loan the Borrower the amount of up to $37,250,000.00 (the "Loan"), which Loan is evidenced by that certain Construction Loan Agreement of even date herewith (the "Loan Agreement") and that certain Promissory Note dated on or about even date herewith, executed by Borrower in favor of the Lender, in the principal amount of up to $37,250,000.00 (together with any and all amendments thereto, renewals or extensions thereof, and substitutions and replacements therefor, the "Note" and together with the Loan Agreement and each and every other document executed in connection therewith to provide security for the Loan is collectively referred to as the "Loan Documents"); and WHEREAS, in order to secure to the Lender performance by the Borrower of its obligations under the Loan Documents, the Borrower desires to assign to the Lender all of its right, title and interest in and to the Development Agreements; NOW, THEREFORE, in consideration of the foregoing recitals, the parties hereto agree with each other as follows: 1. Definitions. Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings given such terms in the Development Agreements. 2. Assignment. The Borrower hereby assigns to the Lender all of its right, title and interest in and to the Development Agreements to secure Borrower's obligations under the Note. 3. Representations and Warranties. The Borrower hereby represents and warrants that there have been no prior assignments of the Development Agreements, that the Development Agreements are a valid and enforceable agreement and that neither the City nor the Borrower is in default thereunder and that all covenants, conditions and agreements have been performed as required therein, except those not to be performed until after the date hereof. The Borrower agrees not to sell, assign, pledge, mortgage or otherwise transfer or encumber its interest in the Development Agreements as long as this Assignment is in effect. The Borrower hereby irrevocably constitutes and appoints the Lender as its attorney -in -fact to demand, receive and enforce the Borrower's rights with respect to the Development Agreements for and on behalf of and in the name of the Borrower or, at the option of the Lender, in the name of the Lender, with the same force and effect as the Borrower could do if this Assignment had not been made. 4. Absolute Assignment. This Assignment shall constitute a perfected, absolute and present assignment, provided that the Lender shall have no right under this Assignment to enforce the provisions of the Development Agreements or exercise any rights or remedies under this Assignment 1