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AGREEMENT Section 1. Parties. The parties to this Agreement are 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 (the "HRA"); PSD, LLC, a Minnesota limited liability company ("PSD"); Anchors Away, Inc., a Minnesota corporation ("Anchors Awav"); NAU Holding Company, LLC, a Minnesota limited liability company ("NAU") and Ramsey Professional 'Center, LLC, a Minnesota limited liability company ("RPC"). PSD, Anchors Away, NAU, and RPC are collectively referred to herein as the "Affiliated Entities." This Agreement sometimes refers to each of the above entities individually, as a "Party" or, collectively, as the "Parties." Section 2. Memorandum of Intent. The Parties previously negotiated a Memorandum of Intent, but the Memorandum of Intent was never fully executed or delivered. The Parties acknowledge and agree that the Memorandum of Intent does not constitute a binding agreement and is of no force or effect. Section 3. Recitals. Each Party represents and warrants to each of the other Parties that, to the best of its actual knowledge, the following Recitals are true and correct. The Parties each acknowledge and agree that each Party is executing this Agreement and the other agreements referenced herein in reliance on the accuracy of the forgoing representations and warranties. (a) Recital One. The HRA is the owner of the real estate legally described on the attached Exhibit A (the "HRA Property"). (b) Recital Two. PSD is the owner of the real estate legally described on the attached Exhibit B-1 (the "PSD Property"); PSD, LLC and Anchors Away are the owners of the real estate legally described on the attached Exhibit B-2 (the "PSD/Anchors Awav Property"); NAU is the owner of the real estate legally described on the attached Exhibit B-3 (the "NAU Property"); and RPC is the owner of the real estate legally described on the attached Exhibit B-4 (the "RPC Property") (collectively, the "Affiliated Entities' Property"). (c) Recital Three. The HRA Property and the Affiliated Entities' Property are part of a larger, mixed -use development commonly referred to as "Ramsey Town Center" that Ramsey Town Center, LLC, a Minnesota limited liability company ("RTC") began developing in 2003. (d) Recital Four. As part of the development of Ramsey Town Center, RTC incorporated Ramsey Town Center Community Association, a Minnesota non-profit corporation (the "Master Association") to act as a "master association" pursuant to Minnesota Statute § 515B.2-121 and recorded a "master declaration" titled Master Declaration Ramsey Town Center which is dated August 5, 2005 and was recorded in the office of the Anoka County Recorder and the Anoka County Registrar of Titles on September 15, 2005 as Document No. 1978252.001 (Abstract) and 484495.001 (Torrens) (the "Ori;7inal Master Declaration"). On or about May 2, 2006, RTC executed an Amendment to Declaration which amends the Master Declaration (the "Master 4517963v7