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TERMINATION OF MASTER DEVELOPMENT AGREEMENT <br />AND PARKLAND AND TRAIL PLAN AGREEMENT <br />1. Recitals. <br />1.1 Recital One. The City of Ramsey, a Minnesota municipal corporation <br />and a home rule charter city (the "City"), and Ramsey Town Center LLC, a Minnesota <br />limited liability company (the "Developer") are parties to the City of Ramsey Master <br />Development Agreement for Ramsey Town Center dated as of September 17, 2003. The <br />Master Development Agreement was recorded with the Anoka County Registrar of Titles <br />on September 24, 2003 as Document No. 446333.0 and recorded with the Anoka County <br />Recorder on September 24, 2003 as Document No. 1854364.0. The Master Development <br />Agreement was amended by the First Amendment to City of Ramsey Master <br />Development Agreement for Ramsey Town Center between the City, the Developer, <br />Ramdance LLC, a Minnesota limited liability company ("Ramdance") and PSD, LLC, a <br />Minnesota limited liability company ("PSD") dated February 28, 2005. The First <br />Amendment was recorded with the Anoka County Registrar of Titles on March 9, 2005 <br />as Document No. 482049.001 and recorded with the Anoka County Recorder on March <br />9, 2005 as Document No. 1973508.001 (collectively, the "Master Development <br />Agreement"). <br />1.2 Recital Two. The City and the Developer are parties to the City of <br />Ramsey Parkland and Trail Plan Agreement for Ramsey Town Center dated February 28, <br />2005 (the "Parkland and Trail Plan Agreement"). The Parkland and Trail Plan <br />Agreement was recorded with the Anoka County Registrar of Titles on March 16, 2005 <br />as Document No. 482124.003 and recorded with the Anoka County Recorder on March <br />16, 2005 as Document No. 1973660.002). <br />1.3 Recital Three. The City and the Developer are parties to the Parking <br />Improvement Use and Maintenance Agreement dated February 28, 2005 (the "Parking <br />Improvement Agreement"). The Parking Improvement Agreement was recorded with the <br />Anoka County Registrar of Titles on March 16, 2005 as Document No. 482124.002 and <br />recorded with the Anoka County Recorder on March 16, 2005 as Document No. <br />1973660.001. <br />1.4 Recital Four. The City is a party to various Development Agreements, <br />Development Contracts, Secondary Development Contracts, Allocation Agreements and <br />Escrow Agreements among and between the City of Ramsey, Ramsey Town Center, LLC <br />and various parties who acquired property within the plat of Ramsey Town Center from <br />Ramsey Town Center, LLC (collectively, the "Secondary Development Agreements, <br />Allocation Agreements and Escrow Agreements"). <br />1.5 Recital Five. Sections 11.1 and 11.2 of the Master Development <br />Agreement obligate Ramsey Town Center, LLC to construct certain landscaping <br />associated with the City Phase I Roadway Improvements and to construct landscaping <br />associated with City Phase II Roadway Improvements. The Master Development <br />2366502v2 <br />