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EXHIBIT F 2714042v3 11 /03 /10 ASSESSMENT AGREEMENT ASSESSMENT AGREEMENT THIS AGREEMENT, dated as of this day of , 2010, is between the City of Ramsey, Minnesota a home rule charter city organized and existing under the constitution and the laws of the State of Minnesota (the "City ") and F & C Development, Inc., an Indiana corporation (the "Developer "). WITNES SETH WHEREAS, on or before the date hereof the City, The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota (the "HRA ") and the Developer have entered into a Development Agreement dated as of , 2010 (the "Development Agreement ") regarding the property located in the City and legally described on the attached Exhibit A (the "Development Property"). WHEREAS, it is contemplated that pursuant to said Development Agreement, the Developer will construct certain "Minimum Improvement," as defined in the Development Agreement, on the Development Property in accordance with construction plans approved by the City (the "Project "). WHEREAS, the City and Developer desire to establish a minimum market value for the Development Property and the improvements constructed or to be constructed thereon, pursuant to Minnesota Statutes, Section 469.177. WHEREAS, the Developer has acquired the Development Property. WHEREAS, the City and the Assessor have reviewed Final Construction Plans, as defined in the Development Agreement for the Project. NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. The Project shall be assessed for ad valorum real estate tax purposes at the minimum market values set forth on the attached Exhibit B, for assessment years 2013 through and including 2037. 2. The minimum market values herein established shall be of no further force and effect and this Agreement shall terminate on the earlier of (i) December 31, 2037; or (ii) the date - on which the City's Tax Increment Financing District No. 1 expires or is otherwise terminated. If this Agreement terminates earlier than December 31, 2037, the City shall duly execute and record a release of this Agreement, upon the written request of the then holder of fee title to the Development Property. F -1