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6. CONTINGENCIES. In addition to all other requirements and contingencies by the Buyer and <br />Seller herein, Buyer's obligation to acquire the Property and the Purchase Price of $1.00 is <br />contingent on the following: <br />a. Satisfactory review of the underwriting by the Seller demonstrating the need of financial <br />assistance in the form of a land write down of $434,511. <br />b. City Council approval and execution of a Tax Increment Financing Agreement between the <br />Seller and Buyer and or its assigns. <br />c. City Council approval of Business Subsidy for Buyer and or its assigns. <br />d. Hotel feasibility study supporting a viable market in the City of Ramsey, Developer <br />obtaining surveys, environmental and geotechnical reports, wetland studies and such other items <br />Developer determines to be necessary to build and operate the proposed hotel. <br />e. Seller's approval of a replat of the Property. <br />f. Buyer and Seller entering into a Development Agreement on such terms as are satisfactory <br />to Buyer; <br />g. Any shared access easement(s) between the Property and any adjacent property required by <br />Seller is in existence or has been obtained <br />Agreement <br />1. AMENDMENT APPROVAL. Buyer and Seller hereby approve this Second Amendment to <br />Purchase Agreement as modified by the above Recitals, which are hereby incorporated herein. <br />2. REMAINING TERMS. All other provisions of the Purchase Agreement and First Amendment <br />to Purchase remain unchanged except to the extent inconsistent with the terms of this Second <br />Amendment to Purchase Agreement. The terms used in this Second Amendment to Purchase <br />Agreement have the same meaning as in the First Amendment to Purchase Agreement and <br />Purchase Agreement. <br />SELLER: City of Ramsey, a Minnesota municipal corporation <br />By: <br />By: <br />Mark E. Kuzma, Mayor <br />Brian Hagen, City Administrator <br />BUYER: RAMSEY PROPERTIES, LLC <br />By: <br />Emily Allegra, Partner <br />Dated: , 2023 <br />Dated: , 2023 <br />Dated: , 2023 <br />Page 2 of 4 <br />