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Record ID 1783726
1984
490641.008
ABSTRACT/TORRENS
DOCUMENT
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ASSIGNMENT AND ASSUMPTION AGREEMENT
REGARDING DEVELOPMENT CONTRACT FOR PLAT OF
BART LAKE ADDITION, ANOKA COUNTY, MINNESOTA
This Assignment and Assumption Agreement ("Agreemene') is made as of January ~- ~ ,
2007, by and among Pratt-Ordway, LLC, a Minnesota limited liability company d!b/a Pratt-Ordway
Properties ("Prate'), Columbia Heights COH, LLC, a Minnesota limited liability company
("COH") and the City of Columbia Heights, a municipal corporation under the laws of the State of
Minnesota ("City"). Pratt, COH and the City are collectively referred to herein as the "Parties."
RECITALS
1. Pratt is platting certain real property in the City of Columbia Heights to be known as
Lots 1, lA, 2 and 2A, Block 1, Hart Lake Addition, Anoka County, Minnesota. Pratt and the City
have entered into that certain Development Contract for Plat of Hart Lake Addition, Anoka County,
Minnesota dated of even date herewith (the "PlanningAgreemene').
2. COH is purchasing Lots 1 and lA, Block 1, Hart Lake Addition, Minnesota from
Pratt ("Lot I ")
3. The City is purchasing Lots 2 and 2A, Block 1, Hart Lake Addition ("Lot 2") from
Pratt.
4. The Planning Agreement sets forth the development obligations to be undertaken by
Pratt, however all of the obligations will be assumed by COH and the City. In addition, the City
will be reimbursing COH for certain of the financial obligations of COH assumed under this
Assigrunent and Assumption Agreement.
S. The Parties wish to allocate their obligations arising out of the Planning Agreement.
ASSIGNMENT AND ASSUMPTION
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises
set forth below, the Parties agree as follows:
1. Except as expressly set forth in Section 2 below, Pratt hereby assigns to COH, and
COH hereby assumes from Pratt, all of the obligations, agreements, warranties and indemnities of
Pratt (both as Developer and as the Owner of Lat 1) under the Planning Agreement. COH further
releases Pratt from and agrees to indemnify Pratt for, and hold Pratt harmless from, all loss,
liability, and responsibility arising out of the obligations, agreements, warranties and indemnities of
Pratt under the Planning Agreement.
3661447.5
2. Pratt hereby assigns to the City, and the City hereby assumes from Pratt, all of the
specific obligations of the Owner of Lot 2, Block 1, Hart Lake Addition, as set forth in Sections
9.16.A. and B.
3. The City hereby releases Pratt from all of its obligations, agreements, warranties and
indemnities under the Planning Agreement.
4. The City hereby agrees to reimburse COH for the City's proportionate share of the
cast of the following Developer Improvements which are allocable to Lot 2 under this Agreement:
Improvement
Erosion ControURestoration {site)
Utilities (Water Main, Storm Sewer & Pond)
Public Street Connections
Landscaping (incl. Retaining Walls)
Street Lighting
Hart Blvd Road RemovaURestoration and Cul-de-Sac
Basis for Determining
Proportionate Share
Square footage of each Lot
Project Engineer's estimate
Project Engineer's estimate
Project Engineer's estimate
Square footage of each Lot
Square footage of each Lot
City shall make periodic progress payments to COH based upon certification from the project
engineer as to the percentage of completion of the Developer Improvements, with a ten percent
(10%) holdback until such time as the Developer Improvements have been finally accepted by the
City Engineer.
5. This Assignment and Assumption Agreement shall bind and inure to the benefit of
the parties and their successors and assigns.
Signatures Appear on Following Page
3661947.5 Page 2 Of ~
SIGNATURE PAGE TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
IN WITNESS WI~REOF, the said parties have hereunto set their hands and seals.
PRATT:
PRATT-OR~3-~VAY, LLC
B
~~f-
Its ~ L ir.: e`t- ~ (~G ~-~-~ c
COH:
COLUMBIA HEIGHTS COH, LLC
By
Its:
STATE OF MIlVNESOTA )
ss:
COUNTY OF a~ r c )
CITY:
CITY OF COLUMBIA ~IGHTS
~ _ _ __ _
' _
y ~ ~ ~. ~ Sze-------~
Its: `~~' ~ ` 2~-~..--
And B ~'`~
Y 2
Its: ~ _
This instrument was acknowledged before me on January~~, 2007 by Le~~.~~-w. ~r~~ ,the
C~ e F (`"- ~-r-~-,~ ~ of Pratt-Ordway, LLC, a Minnesota limited liability company, on behalf
of the company.
NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK)
_ 7~. C.omr,~ r
SIGNA'T'URE OF NOTARY PUBLIC OR OTHER OFFICIAL
3661947.5 Page ~ af4
STATE OF MINNESOTA )
ss:
COUNTY OF __/~~ ~ ~ . )
'This instrument was acknowledged before me on January ~ ~ , 2007 by ~ ~ ,~ and
\ 1 ~Q .~" ~-" ,the ~~,, ~„ and e~ , of
the City of Columbia Heights, a municipal corpora n under the laws of the S t of Minne to on behalf of
the municipal corporation.
NOTARIAL STAMP OR SEAL (OR OTHER TTI'LE OR RANK)
'"
~~ n, ~ Y ~~5~
,a"'s~a. '~~ ~E ~ }Sa 6V:53~~~AY6Jb61 N!
STATE OF N~NNESOTA )
ss:
COUNTY OF ~ U ~-ft ~ )
w~
~~ 1 '
GNATURE OF NOTARY PUBLIC OR OT OFFICIAL
This instrument was acknowledged before me on January ~ ~~-; 2007 by ~r• ~ ~~. ~ • ~ : ,. ~~• ,
the ~~..: c ~ (`'~~r-a3z ~ of Columbia Heights COH, LLC, a Minnesota limited liability company,
on behalf of the company.
NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK)
~,~.-~
I ~,+~~~~ ! r~ll~
-~~~ - ~.~i~o-~,"irn~sa±a
tGn f=s, , ~-; Jan 3i, 2CT,?
SIGNATURE OF NOTARY PUBLIC OR OTHER OFFICIAL
' l l-it~ iNS'TRUIv11;N l' WAS DKAI"1'J/ll BY
{NAME AND ADDRESS)
John C. Kuehn, Esq.
Leonard, Street and Deinard
150 South Fifth Street, Suite 2300
Minnea olis, MN 55402
3661947.5 Page 4 of 4
_-~NOI~.-~ COC.'NT1' ?~1INN'ESC)"I'.~
Doeunlent No.: 1991U18.f)U8 .CBS"I°R~CI'
I f~ereby certify that the t~,ithiii u~strl~ment ~~~as lifed in this
ol~ice for record c~11: C12'13!2C)07 10:a0:QU ~.~I
FeesiTa~es In the .mount of: ~4b.U0
AI3l~REEN J. DF,VINE
.~ioka County Property Tai
•-~dmiiiistr<~to~- Rzcordzr'Ragistrar of Titfas
T ~P, Deptit~•
Record ID: 1783992
~NC)h.a CC)trNTZ' h~1INNESOT~
Document No.: 49CI6~1.U08 TORRENS
I hereby eartil~~ that the ~~~ithin instrument ~~~as fifecf iu this
uf~3ca for record on: C)2 ° 13~2UC17 1U:~6:00 ~~~1
Fees."fakes In the mount of'. $66.U0
hIALiREEN J. DEVINE
:~ioka County Property Ta
~dniinistratorlRecorder,Rzgistrar ofTitfes
TaI', Dzput_y
Record ID: 1783726
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ASSIGNMENT AND ASSUMPTION AGREEMENT
REGARDING CONTRACT FOR PRIVATE REDEVELOPMENT
This Assignment and Assumption Agreement ("Agreement"} is made as of January 21- ,
2007, by and among Pratt-Ordway, LLC, a Minnesota limited liability company d/b/a Pratt-Ordway
Properties ("Pratt"}, Columbia Heights COH, LLC, a Minnesota limited liability company
("COH") and the Columbia Heights Economic Development Authority, a public body corporate
and politic, established pursuant to Minnesota Statutes, Section 469.090 to 469.1081
(the "Authority"). Pratt, COH and the Authority are collectively referred to herein as the "Parties."
RECITALS
1. Pratt is platting certain real property in the City of Columbia Heights to be known as
Lots 1, lA, 2 and 2A, Block 1, Hart Lake Addition, Anoka County, Minnesota (the "Property").
Pratt and the Authority have entered into that certain Contract for Private Redevelopment dated as
of November 28, 2006 (the "Redevelopme~zt Contract") concerning the Property.
2. COH is purchasing Lots 1 and lA, Block 1, Hart Lake Addition, Minnesota from
Pratt.
3. The Redevelopment Contract sets forth the development obligations to be
undertaken by Pratt, however all of the obligations will be assumed by COH.
4. Section 8.2(e) of the Redevelopment Contract contemplates this assignment and
assumption by CLP Development LLC ("CLP"), d/b/a Comforts of Home. COH hereby represents
and warrants to Pratt and the Authority that: (a) COH is an affiliate of CLP and COH is owned or
controlled by the same ownership group as CLP; and (b) COH will be daing business as Comforts
of Home.
5. The Parties wish by this Agreement to document the assignment alzd assumption of
Pratt's obligations arising out of the Redevelopment Contract.
ASSIGNMENT AND ASSUMPTION
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises
set forth below, the Parties agree as follows:
1. Pratt hereby assigns to COH, and COH hereby assumes from Pratt, all of the
obligations of Pratt under the Redevelopment Contract. COH farther releases Pratt from and agrees
to indemnify Pratt for, and hold Pratt hai•~nless from, all loss, liability, and respotlsibility arising out
of the obligations of Pratt under the Redevelopment Contract.
366421.2.4
2. The Authority hereby releases Pratt from all of its obligations under the
Redevelopment Contract.
3. This Assignment and Assumption Agreement shall bind and inure to the benefit of
the parties and their successors and assigns.
Signatures Appear on Following Page
3664212.4 Page 2 Of 4
SIGNATURE PAGE TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
IN WITNESS WHEREOF, the said Parties have hereunto set their hands and seals.
PRATT:
PRATT-ORDW
By
Its:
~4,:
AUTHORITY:
LLC COLUMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTHORITY
~ By
a,.~.q ~ ~. Its: President
And By '~
Its: Executive Director
COH:
COLUMBIA HEIGHTS COH, LLC
By
Its:
STATE OF MIl~tNESOTA )
ss:
COUNTY OF ~- ~.^--Sty )
Ti~is instrument was acknowledged before me on January ~ (o , 2007 by ~ otia~~.t>~ . ~~~''~ ,the
~}•: c~ (~"~•~°°~c r of Pratt-Urdway, LLC, a iVlinnesota limited liability company, on behalf
of the company.
NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK}
~.,r.,~..R. -: ~J~.."~/t.A; ; n,Af;,~u-•H i,,L"~J~.'t,^.,t.~kk*/gL~NV'a
F ''7"°'•,.'v s.% J .a'YJV1!'~a"V~RM NrJ .",.+'
_> > ~
SIGNATURE OF NOTARY PUBLIC OR OTHER OFFICIAL
3664212.4 Page 3 Of ~
STATE OF MII~]NESOTA )
ss:
COUNTY OF A- Yl.a ~ )
This instrument was acknowledged before me on January ~,~ 2007 by ~o~~ rnw~z~vt.~r. and
[,, } ~ \~~ ~ ehs-~- ,the President and Executive Director of the Columbia Heigh'fs Economic
Development Authority, a public body corporate and politic, established pursuant to Minnesota Statutes,
Section 469.090 to 469.1081.
NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK)
~ IKJMRy ~ MM~N~
STATE OF MINNESOTA )
ss:
COUNTY OF ~~.~-,le;, )
C.--~..---~ ~/7` - Lam? .~e~~--C~-
SIGNAT OF NOTARY PUBLIC OR OTHER OFFICIAL
This instrument was acknowledged before me on January ~ ~~'; 2007 by I ~ ~ ~ ~^ ~ • ~''~ ~ ^ 5 tf ,
the C ~% e'~ S`'~c,..•~~ c r of Columbia Heights COH, LLC, a Minnesota limited liability company,
on behalf of the company.
NOTARIAL STAMP OR SEAL (OR OTHER TITLE OR RANK}
~.A.".r-.:','v^ •, , ,,::~.,r,,nn ni;h/ilhN'J„~/1/~/thl~Ne
~a~
_ 3rnr;,;;.-.. ,. _ ,_'Jar13i.'~G1C
~ ~.'~_
SIGNATURE OF NOTARY PUBLIC OR OTHER OFFICIAL
THIS INSTRUMENT WAS DRAFTED BY
(NAME AND ADDRESS}
John C. Kuehn, Esq.
Leonard, Street and Deinard
I50 South Fifth Street, Suite 2300
Minnea otis, MN 55402
s H~~ 2 I z• 4 Page 4 of 4
.~tC)IiA CUt1N'I'~' b4INNESC)"I'_~
Document N'o.: 1991018.(109 .~BSTR_~C"T
I hereby certify- that the within iustrunaent was tiled in this
ol~ice for rzcord on: U2 13'2007 10:50:00 :=~I~1
Fees,Ta~es ha the _~nount of: $46.00
~t~L~.UREEN J. DEVIh'E
e~noka County Propzrty Tai
~dnainistrator~'Recorder~'Registrar of Titlzs
T.~P, Deputy
Racoad ID: 1784005
~, ~~~
~~.v~. a3ti.s. t
,~'~`UI~:~. COtrirll'Y ~IINNESUT
Document NTo.: 490641.009 TORRENS
I hereby certify that the within instrument ~<<as Bled in this
oi~ice for record ou: 02' 13:2007 10:46:0(1 ~I~I
Fees'Taxes In the :~aaount o£ $46.00
I~~1.3UREEN J. DEVINE
.-~noka County Propzrty Tai
.~daiiinistratoriRzcordar'Rzgistrar of Titlzs
T.~I', Deputy
Record ID: 1783749
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