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HomeMy WebLinkAboutContract 20742074 10/ 16/07 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is executed and delivered by and between Grand Central Properties, LLC, a Mii~~esota limited liability company ("Assignor"}, and Grand Central Cormnons, LLC, a Minnesota limited liability company ("Assignee"), as of f®~~-f~~ ~~~ ~- , 2007 (the "Effective Date"). Assignor and Assignee are referred to collectively in this Assignment as the "Parties." RECITALS A. Assignor, as successor in interest to New Heights Development, LLC, together with the Economic Development Authority of the City of Columbia Heights, Minnesota, a Miruzesota public body corporate and politic (the "EDA"), entered into that certain Contract for Private Redevelopment Agreement dated September 22, 2003, as amended by First Amendment thereto dated April 26, 2005, a Second Amendment thereto dated November 22, 2005 and a Third Amendment dated August 28, 2007 (the "Redevelopment Agreement"}, in connection with the redevelopment of certain real property located in the City further defined therein (the "Redevelopment Property"). Unless otherwise provided in this Assignment, all capitalized terms used herein shall have the meaning assigned to them in the Redevelopment Agreement. I3. Pursuant to Article IV of the Redevelopment Agreement, Assignor is obligated to undertake certain redevelopment activities in connection with the Development Property (including, without limitation, the construction of certain Minil~um Improvements thereon); and, pursuant to Article VIII of the Redevelopment Agreement, Assignor is permitted to transfer portions of the Redevelopment Property to a Subdeveloper upon the written approval of the EDA, and to assign certain rights and obligations under applicable provisions of the Redevelopment Agreement to such Subdeveloper ilz com~ection therewith. C. The Parties entered into that cei-fain Purchase and Sale Agreement dated as of March 26, 2007 (the "Purchase Agreement"), pursuant to which Assignor agreed to sell and Assignee agreed to buy that certain portion of the Redevelopment Property legally described on the Exhibit A attached hereto and incorporated herein (the "Commercial Property"}. D. Assignor possesses all right, title and interest in and to the Commercial Property pursuant to the Redevelopment Agreement and now desires to sell, assign and transfer to Assignee the following rights and obligations under the Redevelopment Agreement in connection with the Minimum Improvements allocable to the Commercial Property (the "Transferred Obligations"): 1. Article II, Section 2.2 [Representations and Warranties of Redeveloper], except Subsection 2.2 (i) thereof; 322796v2 MTN CL205-20 2. Article III [Property Acquisition], except Subsections 3.1, and 3.4 thereof; 3. Article IV, except the obligations in those Subsections therein which specif early reference the housing coanponent of the Minimum Improvements; 4. Article V [Insurance]; 5. Article VI [Taxes] 6. Article VII [Financing]; 7. Article VIII [Assigmnent and Transfer; Indemnification]; 8. Article IX [Events of Default]; and 9. Article X. E. Assignee desires to assume the Transferred Obligations under the terms and conditions hereinafter set forth. F. The EDA has consented to the transfer of the Commercial Property and the assignment and assumption of the Transferred Obligations by Assignor to Assignee. ASSIGNMENT AND ASSUMPTION N0~74~ THEREFORE; FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which. are hereby aclalowledged, the Parties hereby agree as follows: 1. Assignment. Assignor does hereby sell, assign, transfer, convey, set over and deliver the Transferred Obligations to Assignee. 2. Assumption. Assignee hereby accepts the foregoing assignment and transfer of the Transferred Obligations aild promises and agrees to assume all liabilities of the Transferred Obligations, and faithfully perform all covenants, stipulations, agreements and commitments thereto appertaining. 3. Release of Assignor. As of the Effective Date, Assignor shall. be released from the Transfer-red Obligations by the EDA. 4. Bindill~ Effect• Governing Law. This Assignment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. This Assignment shall be governed by, construed and enforced under the laws of the State of Minnesota. This Assignment shall only be effective and shall be contingent upon the consent of the EDA, i11 writing below. The Pal-ties shall execute and deliver such further and additional instruments, agreements gild other documents as may be reasonably necessary to evidence or carry out the provisions of this Assignment. 322796v2 MTN CL205-20 2 5. Counterparts. This Assigrnnent may be executed in any number of counterparts, each of which when so executed and delivered shall constitute an original, but together shall constitute one and the same instrument. [Remainder of page inteiztior7ally left blas~~k, Signatu~°e Pages follow) 32279Gv2 M"I'N CL205-20 I Ui 16/07 ASSIGNOR'S SIGNATURE PAGE FOR ASSIGNMENT AND ASSUMPTION IN WITNESS WHEREOF, the Parties hereto have executed this Assignment as of the Effective Date. ASSIGNOR: GRAND CENT~:~ POP~TIES, LLC Davi . Kloeb r, Jr. Its: Principal STATE OF MINNESOTA ~ ss. COUNTY OF c~.~~ ~ ~~ ) The foregoing instrument was acknowledged before me this ~ 15~` day of '~.~. ~ , ~~~ ~ , 2007, by David N. Kloeber, Jr., a Principal of Grand Central Properties, LLC, a Minnesota limited liability company, on behalf of the company. 322796v2 M'rN CL205-20 ASSIGNEE'S SIGNATURE PAGE FOR ASSIGNMENT AND ASSUMPTION IN WITNESS WHEREOF, the Parties hereto have executed this Assignment as of the Effective Date. STATE OF '~ l ss. COUNTY OF t' C ` °~.P~ ) G B' It; 10/ 16/07 The foregoing instrument was aclalowledged before me this ,"~ ` day of (~ ~:~~° , 2007, by Ehtesham Khoyratty, a Principal of Grand Central Commons LLC, a Minnesota limited liability company, on behalf of the company. c.~. Y, t~l ~ ~ it8i/~'11! ,/~ 3 Notary ublic 322796v2 MTN CL205-20 ASSIGNEE: CONSENT OF EDA 10/16/07 The EDA hereby consents to the foregoing Assignment on the terms set forth above. This consent shall. not be construed as a consent to any future assigiunent of all or any portion of the interests and obligations of the Assignor under the Redevelopment Agreement, wnemer io Hssignee or any ozner ~unc~eveioper. (~~ t Dated: t'',~~ :~. , 2007 STATE OF MINNESOTA ) ss. COUNTY OF ANOKA ) COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, COLUMBIA HEIGHTS, MINNESOTA, a i 'nnesota public body corporate and politic By:. Gary L. Pete ' on Its: President ~,. ~ ~t ,. - ..y-y-~~. By: - ~ ~ . - Walter R. Fehst Its: Executive Director The foregoing instrument was acknowledged before me this ~ day of Cad ~ ~ 2007 by ~~* ~ ~.. ~ ~`~ ,and ~.t` ~ ~ ~ ~` ~ the President and Executive Dir ce of respectively, of the Columbia Heights Econonuc Development Authority, a public body politic and corporate, on behalf of the Authority. ~, ~dF ~ ~' ~. Notary Public 322796v2 M1N CL205-20 EXHIBIT A Legal Desciit~tion of Transfersed Pro~aerty (lntlnt !'' and ~Y~r°r~s~: CTrand Central Lofts. City of Columbia Heights, Anoka County, v ~_ V ~ Minnesota _. _ ~- --- __ _ ~ ~1~, ~ •~W N63 ~03~, / (~ /~ a S~~/ ~, 2j f^ J 10 foot wide Ensenent to NSP for ~~ ~ ti~ / ~ N89'31 driveway purposes. Docunent ~-• 47 X282269 6 285907 ~ ~ Q .I S8936'S7"E 277.60 ~~ / o ~ DRAINAGE AND ~ :.•.~ ~a Q UTILITY EASEMENT - ~ F ,_ •' ticb ~ OVER ALL 0 ~ 0.00 ..'...,.~ 20.00...-•.218.35 227.60 ~.~-D ~ _.. 2S 2 D OUTLOT A 5 S89'36'S7"E 246.17 ~ •'' z ~ 30 ~ L=2.56 0 D ~ ~'' ..6=0'32'02" i ~ ~ U S89'35'12"E 162.90 U ip v r, ~ , ~ ~ ~. ~ - i• ~ lI ~ N 1 20 p~ -1 C ~ V Cn 11 lp to pit /~ C D U ~o /W l~ r m frw ti 11 ICO y '~ -C D I N ~ N -_I ~7 l r*t ~ p r D Z Dm '{--P IUD y~ ~ m D ~ ~o rn Y z r*i ~ t o m° ° ~ I~m z ° D ~ ^ ~~''i ~ DRAINAGE AND o ~ o i~-~ i i o UTILITY EASEMENT ~ °• ~ • I Z ~_ ~ ~ 25 25 I ~ ~ ~ t~ ° N i ..< ? -P ~ N ~ -C{ ~ ~ C I ~ ~Q O I r D w 30 .--~ j ~ 7 ° ~ '30~ ~ ~ z I rn° ( a i> `~l o }~ Z O N ~ f* ° ' '~ NCT (JI ,A U h ~ rn tO I a m ~ o ~Q I =~ W ,off =3 I ''' ~ L N a~ ~ - ~ ~ ~ so z MM D eY .. A ~~ W ~ O ;~ ~ ~StJ~ u U m ~, ' 'S=TO •' N8935'12"W 788.86 ~ ~~~ ~' 25 25 ~ DRAINAGE AND `,•, ^' UTILITY EASEMENT 1 ~ 30 OVER ALL OE OUTLOT A '', ~~~ ...........................208.50 <. _ O p ..., -' a SU9~~ 5'36"E 203.00 ~`;' 3n.No THE NURTH LINE OF THE SDUTH 24.00 FEET OF THE .....•-^""~ ° .p NWI/4 OF THE SWl/4 OF SEC. 25, T. 30, R. 24 o - - - - - S 600 48"W '~~ ~v~ ~ ~,~ N~' SW7/• 322796v2 MTN CL205-20 EXHIBIT B Transfers ed Obli ate ions 1. Article II, Section 2.2 [Representations and Warranties of Redeveloper], except Subsection 2.2 (i) thereof; 2. A1-ticle III [Propel-ty Acquisition], except Subsections 3.1, and 3.4 thereof; 3. Article IV [Constructian of Minimum Improvements],except these Subsections therein which specifically reference the housing component of the Minimum Improvements; 4. Article V [Insurance]; S. Article VI [Taxes] 6. Article VII [Financing]; 7. Article VIII [Assignment and Transfer; Indemnification]; 8. Al•ticle IX [hvents of Default]; and 9. Article X.[Additional Provisions]. 322796v2 M'I'N CL205-20