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(e) Recital Six. The City and the HRA, as the owners of all of the Property subject to the Original PUMA and the EDA and the City, as the tenant and subtenant of the City Property, desire to terminate the Original PUMA, in its entirety and replace it with this Agreement. (1) Recital Seven. The property that is subject to this Agreement is the real property legally described on Exhibit C ("Parking District A"). (g) Recital Eight. Parking District A is zoned "COR District" and is subject to Section 117-118 of the City's zoning ordinance. Section 117-118 of the City's zoning ordinance is referred to herein as the "COR District Ordinance." (h) Recital Nine. Section 117-118 of the COR District Ordinance requires the HRA to submit a development plan to the City. On September 27, 2011 the HRA submitted and the City Council approved a new development plan for the HRA Property (the "New Development Plan"). Section 117-118(e) of the COR District Ordinance requires the HRA to submit a proposed parking plan to the City for review and approval as a part of the New Development Plan. The New Development Plan includes a parking plan for the HRA Property which includes, as one of its components, a parking plan for Parking District A (the "District A Parking Plan"). (i) Recital Nine. The City owns the approximately 600 stall parking ramp (the "Ramp A"). The Ramp A is located on Lot 2, Block 1, COR ONE, Anoka County, Minnesota (the "District A Parking Parcel"). The City intends to construct an approximately 200 stall addition to Ramp A (the "Ramp A Addition") which will also be located on the District A Parking Ramp Parcel. Ramp A and the Ramp A Addition are referred to herein as the "District A Parking Improvements." (j) Recital Ten. Section 117-118(e)(6) of the COR District Ordinance contemplates a development agreement that will require the owner of each property in the COR District to assume financial responsibility for the continuing maintenance of public parking facilities. The City anticipates that costs associated with the continuing maintenance of the public parking facilities within the COR District will be allocated among properties the public parking facilities serve based on each property's parking needs. For purposes of this Agreement, the term "Parcel" means each platted lot, platted outlot, registered land survey tract and common interest community unit, located wholly or partially within Parking District A and any portion of any platted lot, platted outlot or registered land survey tract located wholly or partially within Parking District A that has been subdivided using a metes and bounds legal description in accordance with the requirements of the City's subdivision ordinance. The District A Parking Plan allocates the available parking spaces in the District A Parking Improvements among the Parcels in Parking District A. Stalls intended for "park and ride" use are allocated to Lot 1, Block 1, COR ONE, Anoka County, Minnesota, which the City owns and upon which the Ramsey Municipal Center is located. The District A Parking Plan also allocates to each Parcel in Parking District A a fractional share of liability for the costs associated with the continuing maintenance of the District A Parking Improvements. The fractional share of liability assigned to each Parcel is based on the relationship between the number of parking spaces allocated to the Parcel and the total number of parking spaces in the District A Parking Improvements. 4533011v2