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December 13, 2011 <br />AGREEMENT AMENDMENT <br />Amendment to the March 31, 2011 Purchase of Services Agreement between the City of Ramsey <br />I -IRA and Landform Professional Services LLC (the "Agreement"). <br />Article IV Basis of Compensation, paragraph 9 Exceptions/Exclusions to Incentive <br />Compensation of the March 22, 2010 Contractor's Proposal attached to the Agreement is <br />amended by the following addition: <br />9,f. Notwithstanding any Incentive Compensation payment scheduled herein to the <br />contrary, in the event a development project is provided with public financing in <br />whole or in part from, the 1- RA or the City of Ramsey, payment of a portion of the <br />Incentive Compensation by the HRA will be delayed and paid on a pro-rata basis <br />conforming to the payments received on the public financing. For example,. if a <br />$1:,000,000 development project receives $500,0.00 in public financing and the <br />calculated Incentive Compensation is $20,000, one-half of the Incentive <br />Compensation earned, or $10,000, would be delayed. If the public financing is to <br />be paid over a 10 year term,, its principal. will be reduced at the rate of 10% <br />annually. Therefore and likewise during said 10 year term, the delayed Incentive <br />Compensation will be paid at the rate of 10% annually until such time as the <br />public financing is paid in full. In the event the public financing is prepaid and <br />satisfied, the balance of any delayed Incentive Compensation will be paid in full. <br />Upon full repayment and satisfaction of any public financing, any delayed <br />Incentive Compensation then due shall be paid in accordance with the payment <br />schedule as provided in this Section B, paragraphs 3. through 6. above. <br />By: <br />. Lazan, President `tfs Chairpersons' <br />Landform Professional Services, LLC <br />Date <br />ATTEST: <br />Date <br />p Director <br />t <br />f /2,6t 2--- <br />