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April g, 2013 TO: Sophia -Ramsey LLC RE: Documentation Necessary to Record Revised Plat of COR TWO Mr. Jay Scott: In 2012, The Housing and Redevelopment Authority in and for the City of Ramsey, Minnesota, a body politic and corporate under the laws of the State of Minnesota ("HRA"), the City of Ramsey, Minnesota, a body politic and corporate under the laws of the State of Minnesota ("City") and Sophia -Ramsey LLC, a Minnesota limited liability company ("Sophia -Ramsey") worked together to plat certain property owned by the HRA and certain property owned by Sophia -Ramsey as COR TWO. Unfortunately, Sophia -Ramsey was unable to obtain its lender's consent to the recording of the Plat of COR TWO at the end of 2012 and is not in a position to join with the HRA in recording the Plat of COR TWO at this time because to do so would require that Sophia -Ramsey pay all of the real estate taxes due and payable with respect to Sophia-Ramsey's property in 2013 at the time the Plat is recorded. Being unable to proceed with the Plat of COR TWO as originally envisioned in 2012, the HRA has revised the Plat of COR TWO to include only the property the HRA owns. The revised Plat of COR TWO is attached as Exhibit A. The HRA and the City have also had ongoing discussions with Sophia -Ramsey in an attempt to find alternate means of reaching the same result that would have been achieved had the HRA, the City and Sophia -Ramsey been able to proceed with the recording of the original Plat of COR TWO in 2012. This non -binding letter is intended to document the results of the above referenced discussions between the URA, the City, and Sophia -Ramsey regarding the overall structure and timing of the revised platting process and related documentation. All parties understand and agree that this letter is not intended to and does not create a binding contract and that any final and binding agreement shall only exist if and when the parties have prepared and negotiated and all parties have signed an agreement. Subject to the foregoing limitations, the parties have discussed entering into an agreement that would include the following terms and conditions ("Agreement"): 1. The HRA will agree to prepare and record a revised Plat for COR TWO. The revised plat of COR TWO will encompass only Outlots F, G and H, RAMSEY TOWN CENTER ADDITION, and those portions of vacated Sunwood Drive that accrue to Outlot H. 2. The City will, contemporaneously with the execution of the Agreement, convey Outlot A, Ramsey Town Center 3rd Addition to Sophia -Ramsey as contemplated in City Ordinance No. 12-13 and City Council Resolution No. 12-10-154. 1 24104-002