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<br />RESOLUTION AUTHORIZING THE EXECUTION OF <br />AN ASSIGNMENT OF DEVELOPMENT AGREEMENT <br /> <br />BE IT RESOLVED by the City Council of the City of Roseville, Minnesota (the <br />"City"), as follows: <br /> <br />1. The City Council has entered an Amended and Restated Development <br />Agreement, dated as of June 1, 1998, (the "Development Agreement") with College Properties, <br />Inc., a Minnesota nonprofit corporation (the "Developer"). The Developer desires to assign its <br />interest in this Development Agreement and the two Tax Increment Revenue Notes of 1994 <br />(College Properties, Inc. Project) (the "Notes") pursuant to an Assignment and Assumption of <br />Rights and Obligations (the "Assignment") by and among the Developer and EagleCrest Senior <br />Housing, LLC, a Minnesota limited liability company. Pursuant to the Development Agreement <br />the Developer must obtain the consent of the City prior to making any assignment of its interests <br />under the Development Agreement and the Notes. <br /> <br />2. A draft of the Assignment has been submitted to the City Council for approval. <br /> <br />3. The City Council hereby approves the Assignment in substantially the form <br />submitted, and the Mayor and the Manager are hereby authorized and directed to execute the <br />Assignment on behalf of the City. In the absence of the Mayor or the Manager, any document <br />authorized by this resolution to be executed may be executed by an acting or duly designated <br />official. <br /> <br />Adopted: June 11, 2007 <br /> <br />Attest: <br /> <br /> <br />M~ <br /> <br />2035103vl <br /> <br />2 <br />