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<br />00115750.DOC / v. 1 <br />DEVELOPMENT AGREEMENT <br /> <br /> This Development Agreement (“Agreement”) is made between IMKD3 LLC, a Delaware <br />limited liability company and Arden Hills 1031 LLC, an Illinois limited lability company (collectively <br />“KDP”) and the City of Arden Hills, Minnesota (“City”) and is entered into as of ____________, <br />2021. <br /> <br />WITNESS <br /> <br />WHEREAS, Kensington Development Partners, Inc., an Illinois corporation <br />(“Kensington”), is under contract (the “Contract”) to buy the real estate commonly known as 3787 <br />Lexington Avenue, Arden Hills, MN (the “KDP Parcel”); and <br /> <br />WHEREAS, KDP has succeeded to Kensington’s interest in the Contract and the KDP <br />Parcel by accepting an assignment of the Contract from Kensington; and <br /> <br />WHEREAS, the County of Ramsey, Minnesota (“County”) is performing certain roadway <br />improvements to Lexington Avenue (the “Project”), which improvements include construction of a <br />full access (right in/right out/left in/left out) traffic signal and intersection/curb cut/entry apron <br />adjacent to and leading into the KDP Parcel in the locations shown on the site plan attached hereto <br />as Exhibit A (the “Site Plan”); a deceleration lane (in the location shown on the Site Plan) that will <br />allow vehicles to turn right into the KDP Parcel; new curbs as shown on the Site Plan; and such other <br />work as may be necessary to cause that part of Lexington Avenue that is adjacent to the KDP Parcel <br />to conform to the Site Plan (which work is collectively called the “ROW Work”); and <br /> <br />WHEREAS, KDP intends to redevelop the KDP Parcel for grocery purposes and the <br />grocery tenant is requiring that the ROW Work be completed no later than October 31, 2022 (the <br />“Grocery Deadline”); and <br /> <br />WHEREAS, the County has entered into an intergovernmental agreement with other <br />counties and government entities to share the expenses of the Project (which includes the ROW <br />Work) which intergovernmental agreement provides that the ROW Work will be completed by the <br />Grocery Deadline; and <br /> <br />WHEREAS, should the County, and the other parties under the intergovernmental <br />agreement (i) fail to cause the Project (which includes the ROW Work) to be fully funded by January <br />1, 2022 and/or (ii) fail to award a contract for the ROW Work by February 1, 2022 (the matters in <br />[i] and [ii] aforesaid are hereinafter called the “Trigger Events”), then the ROW Work may not be <br />completed by the Grocery Deadline in which event, KDP will suffer severe economic repercussions <br />under its agreement with the grocery tenant; and <br /> <br />WHEREAS, pursuant to that certain Memorandum of Understanding dated <br />__________2021 (the “MOU”) between the County and the City, the County and City have agreed <br />that if the Trigger Events occur, then KDP will assume the obligation, at KDP’s cost, to perform the <br />KDP ROW Work (defined hereinafter) and complete same by the Grocery Deadline; and <br />