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EXHIBIT D <br />Form of Assessment Agreement <br />THIS AGREEMENT, dated as of this day of , 2018 (the "Agreement"), is <br />by and among the City of Ramsey, Minnesota (the "City"), and Affinity at Ramsey, LLC, a <br />Washington limited liability company (the "Developer"), and the Anoka County Assessor (the <br />"Assessor"). <br />WITNESSETH <br />WHEREAS, the City and the Developer have entered into a Tax Increment Financing <br />Agreement dated as of , 2018 (the "TIF Agreement") regarding certain real <br />property located in the City (the "Development Property") which property is legally described on <br />Exhibit A attached hereto and made a part hereof. <br />WHEREAS, it is contemplated that pursuant to the TIF Agreement, the Developer will <br />construct a Project on the Development Property as described in the Development Agreement. <br />WHEREAS, the City and Developer desire to establish a minimum market value for the <br />Development Property and the improvements constructed or to be constructed thereon, pursuant <br />to Minnesota Statutes, Section 469.177, Subdivision 8. <br />WHEREAS, the Developer has acquired the Development Property. <br />WHEREAS, the Assessor has reviewed the plans and specifications for the improvements <br />and the market value previously assigned to the land upon which the improvements are to be <br />constructed, and that the "minimum market value" as set forth below is reasonable. <br />NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, <br />covenants and agreements made by each to the other, do hereby agree as follows: <br />1. As of January 2, 2021 through and thereafter until the earlier of (i) December 31, <br />2039; or (ii) the Termination Date as defined in the TIF Agreement, the minimum market value <br />which shall be assessed for the Project shall be not less than $20,760,000. <br />2. The minimum market value herein established shall be of no further force and <br />effect and this Agreement shall terminate on the earlier of: (i) December 31, 2039; or (ii) the <br />Termination Date of the TIF Agreement. <br />3. This Agreement shall be recorded by the City with the County Recorder of Anoka <br />County, Minnesota. The Developer shall pay all costs of recording. At the request of the <br />Developer following the earlier of: (i) December 31, 2039; or (ii) the Termination Date of the <br />TIF Agreement, the City shall record a Termination and/or Release of this Agreement with the <br />County Recorder of Anoka County, Minnesota. <br />D-1 <br />10567153v3 <br />