2018-06 Contact for Private Development ASSIGNMENT AND ASSUMPTION OF
AMENDED AND RESTATED REGULATORY AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF AMENDED AND RESTATED
REGULATORY AGREEMENT (this "Assignment"), made as of this day of June,
2018, by and between REE Cottages of Albertville LLC, a Minnesota limited liability company
("Assignor") and Kalland Avenue Properties, LLC, a Minnesota limited liability company
("Assignee").
WITNESSETH:
A. The City of Albertville (the "City"), U.S. Bank National Association, as trustee, and
Group for Affordable Housing—Albertville, LLC, a Minnesota limited liability company
("Prior Owner") entered into an Amended and Restated Regulatory Agreement dated as
of August 1, 2007 (the,"Regulatory Agreement"), pursuant to which the Prior Owner
agreed to comply with certain restrictions relating to the operation of the its 44-unit
residential rental facility in the City of Albertville on land legally described in Exhibit A
attached hereto.
B. Prior Owner and Assignor entered into an Assignment and Assumption of Amended and
Restated Regulatory Agreement, dated as of December 22, 2016, pursuant to which the
Prior Owner assigned to the Assignor all of its rights and interests in, to and under the
Regulatory Agreement, and the Assignor assumed and agreed to perform the Regulatory
Agreement.
C. The defined teuus in the Regulatory Agreement shall have the same meaning hereunder.
D. Assignor now wishes to assign its rights and obligations under the Regulatory Agreement
to Assignee, and Assignee wishes to assume such rights and obligations under the
Regulatory Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,the parties hereto agree as follows:
1. Assignor does hereby grant, transfer, and assign to Assignee all of its rights and
interests in,to and under the Regulatory Agreement.
2. Assignee hereby accepts this Assignment and assumes and agrees to faithfully
abide by, perform, and discharge each and every term, covenant, and condition of
the Regulatory Agreement and the exhibits thereto applicable to the "Owner" first
arising from and after the date of this Assignment and,to be fully bound by all of
the foregoing. Assignee hereby agrees to indemnify and hold Assignor harmless
from and against any and all claims, expenses, costs, obligations, or other
liabilities with respect to the Regulatory Agreement, arising or incurred from and
after the date hereof.
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3. Assignor hereby warrants and represents to Assignee as follows:
a. The Regulatory Agreement has not been modified or amended and is full
force and effect as of the date hereof; and
b. To Assignor's knowledge, there is no Event of Default in existence
under the Regulatory Agreement, nor is there in existence any state of
facts or circumstances which, with the giving of notice or lapse of time
or both, would constitute an Event of Default under the Regulatory
Agreement.
4. Assignor and Assignee agree that this Assignment shall not be amended or
changed in any way without prior written approval of the City.
5. This Assignment and Assumption shall be binding upon and inure to the benefit
of the successors and assigns of the parties hereto and shall further be for the
benefit and reliance of the City.
6. This Assignment shall be governed by and construed in accordance with the laws
of the State of Minnesota.
7. This Assignment may be executed in counterparts, which counterparts when
considered together shall constitute a single, binding, valid and enforceable
agreement.
(The remainder of this page is intentionally left blank.)
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IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption
Agreement as of the date first indicated above.
ASSIGNOR:
REE COTTAGES OF ALBERTVILLE LLC
By:
Its:
ASSIGNEE:
KALLAND AVENUE PROPERTIES, LLC
By:
Its:
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525134v2 MNI AL141-24
EXHIBIT A
LEGAL DESCRIPTION
Parcel 1:
Lot Thirty-eight(38), Block One (1), Cottages of Albertville, according to the plat and survey
thereof on file and of record in the office of the County recorder in and for Wright County,
Minnesota.
Abstract Property
Parcel 2:
Easement for storm sewer purposes over Lot 17, Block 2, Cottages of Albertville Two, as created
by that certain Declaration of Storm Sewer Easement dated September 23, 1999, filed September
24, 1999, as Document No. 690727.
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525134v2 MNI AL141-24
ASSIGNMENT AND ASSUMPTION OF
CONTRACT FOR PRIVATE DEVELOPMENT
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT FOR PRIVATE
DEVELOPMENT (this "Assignment"), made as of this day of June, 2018, by and between
REE Cottages of Albertville LLC, a Minnesota limited liability company ("Assignor"), and
Kalland Avenue Properties, LLC, a Minnesota limited liability company ("Assignee").
WITNESSETH:
A. The City of Albertville (the "City") and Group for Affordable Housing — Albertville,
LLC ("Developer") entered into a Contract for Private Development dated as of
September 22, 1999 (the "Contract"), pursuant to which the City offered certain tax
increment financing assistance to the Developer to reimburse the Developer for certain
public development costs associated with the construction of certain senior housing
improvements (the "Minimum Improvements") on certain Development Property in the
City.
B. The defined terms in the Contract shall have the same meaning hereunder.
C. Pursuant to an Assignment and Assumption of Contract for Private Development
between the Developer and Assignor dated as of December 22, 2016, the Developer
assigned to Assignor (i) its rights and obligations under the Contract; and (ii) its right,
title to and interest in the Tax Increment Revenue Note, Series 1999 (the "TIF Note"),
issued by the City to Group for Affordable Housing, LLC as an affiliate assignee of the
Developer pursuant to the Contract.
D. Assignor now wishes to assign to Assignee (i) its rights and obligations under the
Contract, and (ii) its right, title to and interest in the TIF Note; and Assignee wishes to
purchase the Development Property and Minimum Improvements and assume such rights
and obligations under the Contract and accept the assignment of Assignor's interest in the
Note.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,the parties hereto agree as follows:
1. Assignor does hereby grant, transfer, and assign to Assignee all of its rights and
interests in, to and under the Contract, and does further grant, transfer and assign
to Assignee all of its right,title and interest in,to and under the Note.
2. Assignee hereby accepts this Assignment and assumes and agrees to faithfully
abide by, perform, and discharge each and every term, covenant, and condition of
the Contract and the exhibits thereto applicable to the "Developer" first arising
from and after the date of this Assignment and to be fully bound by all of the
foregoing. Assignee, for value received, further accepts all right,title and interest
of Assignor in, to and under the Note and does hereby assume and agree to be
bound by and to perform all the covenants, agreements and obligations of
Assignor in, to and under the Note arising from and after the date of this
Assignment. Assignee hereby agrees to indemnify and hold Assignor harmless
from and against any and all claims, expenses, costs, obligations, or other
liabilities with respect to the Contract and the Note, arising or incurred from and
after the date hereof.
3. Assignor hereby warrants and represents to Assignee as follows:
a. The Contract has not been modified or amended and is full force and
effect as of the date hereof; and
b. To Assignor's knowledge, there is no Event of Default in existence
under the Contract, nor is there in existence any state of facts or
circumstances which, with the giving of notice or lapse of time or both,
would constitute an Event of Default under the Contract.
4. Assignor and Assignee agree that this Assignment shall not be amended or
changed in any way without prior written approval of the City.
5. This Assignment and Assumption shall be binding upon and inure to the benefit
of the successors and assigns of the parties hereto and shall further be for the
benefit and reliance of the City.
6. This Assignment shall be governed by and construed in accordance with the laws
of the State of Minnesota.
7. This Assignment may be executed in counterparts, which counterparts when
considered together shall constitute a single, binding, valid and enforceable
agreement.
(The remainder of this page is intentionally left blank.)
IN WITNESS WHEREOF, the parties have executed this Assignment and Assumption
Agreement as of the date first indicated above.
ASSIGNOR:
REE COTTAGES OF ALBERTVILLE LLC
By:
Its:
ASSIGNEE:
KALLAND AVENUE PROPERTIES, LLC
By:
Its: