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PURCHASE AGREEMENT FOR THE PORTIONS OF LOT 1, BLOCK 1, LOT 2, BLOCK 1 AND OUTLOT A, RAMSEY TOWN CENTER 5TH ADDITION TO BE REPLATTED AS LOT 3, BLOCK 1, COR ONE 1. Parties. The parties to this Purchase Agreement (the "Agreement") are: a. The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, a public body politic and corporate under the laws of the state of Minnesota ("Seller"); b. The City of Ramsey, Minnesota, a home rule charter city organized and existing under the constitution and laws of the State of Minnesota (the "City"); and c. F & C Ramsey, LLC, an Indiana limited liability company ("Buyer"). This Agreement sometimes refers to Seller and Buyer individually as a "Party" and collectively as the "Parties". The Parties are also parties to a Development Agreement of even date herewith (the "Development Agreement"). Capitalized terms that are used in this Agreement, defined in the Development Agreement, and not otherwise defined in this Agreement, have the meanings set forth for such terms in the Development Agreement. 2. Effective Date and Original Purchase Agreement. This Agreement is dated, for reference purposes, and is effective as of , 2011 (the "Effective Date"). This Agreement replaces the Purchase Agreement between Seller, the City and Buyer dated January 31, 2011, as the same has been amended from time to time, and the January 31, 2011 Purchase Agreement is hereby terminated and, except for those provisions of the January 31, 2011 Purchase Agreement which, by their express terms, survive termination, the January 31, 2011 Purchase Agreement is of no further force or effect. 3. Recitals. a. Recital One. The City, the Metropolitan Council (the "Met Council"), and the Anoka County Regional Rail Authority (the "County Rail Authority") contemplate entering into a Master Cooperating Funding and Delegation Agreement for Ramsey Station (the "Cooperative Agreement") joint powers agreement to construct a rail stop on the Northstar Commuter Rail line on property located south of Civic Drive adjacent to the plat of COR ONE (the "Rail Stop"). 4. Pronertv. The property that is the subject of this Agreement is the portion of Lot 1, Block 1, Lot 2, Block 1 and Outlot A, RAMSEY TOWN CENTER 5TH ADDITION, Anoka County, Minnesota depicted as Lot 3, Block 1 on the Preliminary Plat of COR ONE, Anoka County, Minnesota that the City approved on November 23, 2010 (the "Land"). As used in this Agreement the term "Property" means the Land and all hereditaments and appurtenances to the Land including but not limited to the easements created in the Amended PUMA, as 2707737v11 09/27/11