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1 <br />480318v7 JSB TW185-2 <br />PRELIMINARY DEVELOPMENT AGREEMENT <br /> <br /> THIS PRELIMINARY DEVELOPMENT AGREEMENT (the “Agreement”) is made <br />and entered into this 6th day of June, 2016, by and between the TCAAP Joint Development <br />Authority, a Minnesota joint powers entity (“JDA”), and Alatus Arden Hills LLC, a Minnesota <br />limited liability company (the “Developer”). <br /> <br />RECITALS: <br /> <br />First: The County of Ramsey (the “County”) is the Purchaser under that certain Offer to <br />Purchase, as Amended (the “OTP”), by and between the County and the United States of <br />America, by the General Services Administration, as Seller (“GSA”), for a portion of the <br />real property located in the City of Arden Hills (the “City”) commonly referred to as the <br />Twin Cities Army Ammunition Plant (“TCAAP”). The real property which is the subject <br />of the OTP contains approximately 427 acres of land and is referred to in this Agreement <br />as the “TCAAP Site”. The Developer and the JDA have been engaged in informal <br />discussions regarding the possible development of the TCAAP Site legally described in <br />the attached Exhibit A; <br /> <br />Second: Pursuant to the Joint Powers Agreement between the City and the County (the <br />“JPA”), the JDA developed a developer selection process for redevelopment of the <br />TCAAP Site. The Developer has been selected by the JDA as the master developer for <br />redevelopment of the TCAAP Site (the “Project”), consistent with the TCAAP Master <br />Plan, guiding the density, location and timing of implementation of the components of <br />the Development on the TCAAP Site (the “Master Plan”), and the TCAAP Regulating <br />Code (the “TRC”) approved by the City and the County; <br /> <br />Third: The Developer and the JDA (the “Parties” or a “Party”) wish to cooperate in <br />further analyzing the potential and feasibility of the Project and are willing to proceed <br />with such analysis in anticipation of reaching a more definitive agreement regarding the <br />Project; <br /> <br />Fourth: The Parties acknowledge that the Developer will expend substantial time and <br />effort, and incur substantial expense in pursuing the Project; <br /> <br />Fifth: The Developer is willing to undertake the activities described in this Agreement <br />only with the reasonable assurance from the JDA and the County that each will support <br />and cooperate with the Developer in its efforts; <br /> <br />Sixth: The County is not a Party to this Agreement, but consistent with its obligations <br />under the JPA and the JDA developer selection process, within 60 days of this <br />Agreement, the County and the Developer will enter into a separate agreement (the <br />“Access Agreement”) providing the Developer with the right to enter the TCAAP Site so <br />that the Developer may complete site investigations as determined necessary by the <br />Developer and acceptable to the County as provided in the Access Agreement. Further, <br />on or before December 31, 2016, the Developer and the County will attempt in good faith <br />to negotiate the terms of a master purchase agreement (the “Purchase Agreement”), <br />which will provide the terms and conditions necessary for the County to convey the