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Minimum Improvements means the improvements described on Exhibit I until the City <br />approves the Construction Plans and means the improvements described and depicted on the <br />Final Construction Plans, after the City approves the Construction Plans; <br />Net Cash Flow means, for any calendar year, Net Operating Income for that calendar year <br />less the scheduled debt service payments due on the Construction Loan in that calendar year and <br />less reasonable contributions to replacement reserves; <br />Net Operating Income. means, for any calendar year, all income Developer derives from <br />the Development Property, including, but not limited to rents received from the rental of <br />residential apartments, parking stalls or non - residential space, in the Development Property less <br />Operating Expenses actually incurred in that calendar year; <br />Operating Expenses. means the reasonable and customary expenses Developer incurs to <br />operate and maintain the Development Property. Operating Expenses do not include (i) debt <br />service payments on any loans to Developer; (ii) expenses Developer incurs to make <br />improvements, repairs or replacements to the Development Property, the cost of which <br />Developer is obligated to capitalize rather than expense under generally accepted accounting <br />principles, consistently applied; or contributions to replacement reserves; <br />Parking Improvement Use and Maintenance Agreement means the Parking Improvement <br />Use and Maintenance Agreement dated February 28, 2005 and recorded in the offices of the <br />Anoka County Recorder and the Anoka County Registrar of Titles on March 16, 2005 as <br />Document Nos. 1973660.001 (Abstract) and 482124.002 (Torrens); <br />Parking Ramp Addition means an approximately 200 stall addition to the Existing <br />Parking Ramp; <br />Parking Ramp means the Existing Parking Ramp and the Parking Ramp Addition which <br />will be located on the Parking Ramp Property; <br />Parking Ramp Property means the portion of Lot 1, Block 1, RAMSEY TOWN <br />CENTER 5TH ADDITION, Anoka County, Minnesota depicted as Lot 2, Block 1, COR ONE, <br />Ramsey County, Minnesota; <br />Purchase Agreement means the Purchase Agreement between the HRA and Developer of <br />even date herewith that sets forth the terms and conditions under which the HRA will convey the <br />Development Property to Developer and will amend the Parking Improvement Use and <br />Maintenance Agreement to create easements over portions of the Parking Ramp Property that are <br />appurtenant to the Development Property and that give the owner of the Development Property <br />easements for (i) the exclusive use of 275, 9' x 18' parking stalls in the Parking Ramp (which <br />includes any larger, handicapped accessible stalls required for the Project); (ii) the non - exclusive <br />use of other parking stalls in the Parking Ramp and (iii) related rights of vehicular and pedestrian <br />ingress and egress. The Parking Improvement Use and Maintenance Agreements allocates the <br />parking stalls in the Parking Ramp (other than parking stalls that are subject to exclusive <br />easements) among the parcels that are subject to the Parking Improvement Use and Maintenance <br />Agreement for purposes of satisfaction of municipal parking requirements. The amended <br />Parking Improvement Use and Maintenance Agreement will allocate 2355 of the non - exclusive <br />2695614v62 <br />1412/297/10 <br />4 <br />