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NOW, THEREFORE, in consideration of the mutual covenants and obligations of the <br />City and the Developer, each party does hereby represent, covenant and agree with the other as <br />follows: <br />ARTICLE I <br />DEFINITIONS, EXHIBITS, RULES OF INTERPRETATION <br />Section 1.1. Definitions. In this Agreement, the following terms have the following <br />respective meanings unless the context hereof clearly requires otherwise: <br />(a) Benefit Date. The date of the building permit issued by the city for the <br />redevelopment of the property. <br />(b) Certificate of Completion. A certificate in the form of Exhibit E to this <br />agreement to be issued by the City to the Developer upon substantial completion <br />of the Minimum Improvements. <br />(c) City. The City of Ramsey, Anoka County, Minnesota. <br />(d) ClosinQ Date. May 31, 2005 or such earlier date on which the parties may agree. <br />(e) <br />Construction Plans. Collectively, the plans, drawings, and related documents <br />described in Exhibit B to this agreement. <br />(f) Council. The City Council of the City of Ramsey. <br />(g) Developer. Martin Land Management, L.L.C., a Minnesota Limited Liability <br />Company. <br />(h) Development Property. The property legally described in Exhibit A hereto. <br />(i) <br />Development District ("District"). Development District No. 1, created by the <br />City pursuant to M.S. § 469.124 through § 469.134 and described in the Program <br />adopted therefore. <br />(j) Development District Program ("Proaram"). The plan for development of the <br />District adopted by the City pursuant to M.S. §469,124 through §469.134. <br />(k) Holder. The owner of a Mortgage. <br />(1) Market Value. The market value of the Development Property and the Minimum <br />Improvements as determined by the County Assessor in accordance with M.S. <br />§273.11 (or as finally adjusted by an assessor, board of equalization, <br />commissioner of revenue, or any court). <br />2 <br />