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EXHIBIT D <br />Form of Assessment Agreement <br />THIS AGREEMENT, dated as of this day of , 2021 (the "Agreement"), is <br />by and among the City of Ramsey, Minnesota (the "City"), Oppidan Incorporated, a Minnesota <br />corporation (the "Developer") and Ramsey Industrial Owner LLC, a Delaware limited liability <br />company (the "Owner"), and the Anoka County Assessor (the "Assessor"). <br />WITNES SETH <br />WHEREAS, the City, the Developer and the Owner have entered into a Tax Increment <br />Financing (TIF) Agreement dated as of August 1, 2021 (the "TIF Agreement") regarding certain <br />real property located in the City (the "Development Property") which property is legally described <br />on 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, Developer and Owner desire to establish a minimum market value <br />for the Development Property and the improvements constructed or to be constructed thereon, <br />pursuant to Minnesota Statutes, Section 469.177, Subdivision 8. <br />WHEREAS, the Owner 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, 2023 through and thereafter until the earlier of (i) December 31, <br />2031; or (ii) the Termination Date (as defined in the TIF Agreement), the minimum market value <br />which shall be assessed for Phase 1 (as defined in the TIF Agreement) of the Project shall be not <br />less than $20,100,000. <br />2. As of January 2, 2024 through and thereafter until the earlier of (i) December 31, <br />2031; or (ii) the Termination Date (as defined in the TIF Agreement), the minimum market value <br />which shall be assessed for Phase 2 (as defined in the TIF Agreement) of the Project shall be not <br />less than $11,500,000. <br />The minimum market value herein established for Phase 1 and for Phase 2 shall be of no <br />further force and effect and this Agreement shall terminate on the earlier of: (i) December 31, <br />2031; or (ii) the 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. <br />D-1 <br />13580713v3 <br />