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III11111111 <br />IIIII111111111111111II111IIII II1I <br />Record iD 1523709 <br />Execution Version <br />481898.006 <br />ALLOCATION AGREEMENT <br />FOR THE MASTER DEVELOPMENT AGREEMENT <br />RAMSEY TOWN CENTER <br />Partners `title, LW <br />. - 00 South Sixth Street <br />Quito 1300 <br />tviinneapolis, MN 55402 <br />THIS ALLOCATION AGREEMENT ("Agreement"), is made and entered into as of <br />December 22, 2004, by and between RAMSEY TOWN CENTER LLC, a Minnesota limited <br />liability company ("Master Developer"), RAMDANCE LLC, a Minnesota limited liability <br />company ("Secondary Developer") and CITY OF RAMSEY, a Minnesota municipal corporation <br />("City"). <br />RECITALS: <br />A. Master Developer and the City have entered into that certain Master Development <br />Agreement for Ramsey Town Center, dated September 17, 2003, recorded September 24, 2003 <br />as Document No. 1854364 (Anoka County Abstract) and Document No. 446333 (Anoka County <br />Torrens) (the "Master Development Agreement"). <br />B. Master Developer and Secondary Developer have entered into a purchase <br />agreement dated March 18, 2004, a first amendment to purchase agreement dated April 5, 2004, <br />and a second amendment to purchase agreement dated September 21, 2004 (collectively, <br />"Purchase Agreement") for the purchase of approximately thirty (30) acres of land located at the <br />southeast corner of the intersection of Sunwood Drive and Armstrong Boulevard, in the City of <br />Ramsey, County of Anoka, State of Minnesota. <br />C. A portion of the property subject to the Purchase Agreement that consists of <br />approximately 9.5 acres and is legally described as Outlot I, Ramsey Town Center, is being <br />purchased by the Secondary Developer under the Purchase Agreement for retail development <br />that includes a grocery store ("Property"). <br />D. The Master Development Agreement provides certain rights and obligations and <br />assesses certain costs of the Ramsey Town Center development against the Property. <br />E. Pursuant to Section 14.1(a) of the Master Development Agreement, the Master <br />