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00115223.DOC / v. 4 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (“Memorandum”) is made between the County of Ramsey, Minnesota (“County”) and the City of Arden Hills, Minnesota (“City”) and is entered into as of ____________, 2021. WITNESS WHEREAS, Kensington Development Partners, Inc., an Illinois corporation (“Kensington”), is under contract (the “Contract”) to buy the real estate commonly known as 3787 Lexington Avenue, Arden Hills, MN (the “KDP Parcel”); and WHEREAS, IMKD3 LLC, a Delaware limited liability company, as to an undivided fifty (50%) percent interest as tenant in common and Arden Hills 1031 LLC, an Illinois limited lability company, as to an undivided fifty (50%) percent interest as tenant in common (collectively “KDP”) have succeeded to Kensington’s interest in the Contract and KDP Parcel by accepting an assignment of the Contract from Kensington; and WHEREAS, the County is performing certain roadway improvements to Lexington Avenue (the “Project”), which improvements include construction a full access (right in/right out/left in/left out) traffic signal and intersection/curb cut/entry apron adjacent to and leading into the KDP Parcel in the locations shown on the site plan attached hereto as Exhibit A (the “Site Plan”); a deceleration lane (in the location shown on the Site Plan) that will allow vehicles to turn right into the KDP Parcel; new curbs as shown on the Site Plan; and such other work as may be necessary to cause that part of Lexington Avenue that is adjacent to the KDP Parcel to conform to the Site Plan (which work is collectively called the “ROW Work”); and WHEREAS, KDP intends to redevelop the KDP Parcel for grocery purposes and the grocery tenant is requiring that the ROW Work be completed no later than October 31, 2022 (the “Grocery Deadline”); and WHEREAS, the County has entered into an intergovernmental agreement with other counties and government entities to share the expenses of the Project (which includes the ROW Work) which intergovernmental agreement provides that the ROW Work will be completed by the Grocery Deadline; and WHEREAS, should the County, and the other parties under the intergovernmental agreement (i) fail to cause the Project (which includes the ROW Work) to be fully funded by January 1, 2022 and/or (ii) fail to award a contract for the ROW Work by February 1, 2022 (the matters in [i] and [ii] aforesaid are hereinafter called the “Trigger Events”), then the ROW Work may not be completed by the Grocery Deadline in which event, KDP will suffer severe economic repercussions under its agreement with the grocery tenant; and WHEREAS, the County and City have agreed that if the Trigger Events occur, then KDP will assume the obligation, at KDP’s cost, to perform the KDP ROW Work (defined hereinafter) and complete same by the Grocery Deadline; and