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AMENDED AND RESTATED DEVELOPMENT AGREEMENT <br />THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (the <br />"Agreement"), made as of the 9th day of December, 2025 by and between the City of Ramsey, <br />Minnesota (the "City"), a municipal corporation existing under the laws of the State of Minnesota, <br />and Zero Zone Refrigeration, LLC., a Wisconsin limited liability company (the "Developer"). <br />WITNESSETH: <br />WHEREAS, the City and the Developer entered into a Development Agreement, dated as <br />of October 14, 2025 (the "Original Agreement"); and <br />WHEREAS, the City and the Developer have agreed to amend and restate the Original <br />Agreement in its entirety; and <br />WHEREAS, pursuant to Minnesota Statutes, Section 469.124 to 469.133, as amended, the <br />City has heretofore established Municipal Development District No. 1 (the "Development <br />District") and has adopted a development program therefor (the "Development Program"); and <br />WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through <br />469.1794, as amended (hereinafter, the "Tax Increment Act"), the City has heretofore established, <br />within the Development District, Tax Increment Financing District No. 19 (Zero Zone) (the "Tax <br />Increment District") and has adopted a tax increment financing plan therefor (the "Tax Increment <br />Plan") which provides for the use of tax increment financing in connection with certain <br />development within the Tax Increment District and the Development District; and <br />WHEREAS, in order to achieve the objectives of the Development Program and <br />particularly to make the land in the Development District available for development by private <br />enterprise in conformance with the Development Program, the City has determined to assist the <br />Developer with the financing of certain costs of a Project (as hereinafter defined) to be constructed <br />within the Tax Increment District as more particularly set forth in this Agreement; and <br />WHEREAS, the City believes that the development and construction of the Project (as <br />hereinafter defined), and the fulfillment of this Agreement are vital and are in the best interests of <br />the City, the health, safety, morals and welfare of the residents of the City, and in accordance with <br />the public purpose and provisions of the applicable state and local laws and requirements under <br />which the Project has been undertaken and is being assisted; <br />WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section <br />116J.993 through 116J.995, apply to this Agreement; <br />WHEREAS, the City has adopted criteria for awarding business subsidies that comply with <br />the Business Subsidy Law, after a public hearing for which notice was published; and <br />WHEREAS, the City Council of the City has approved this Agreement as a subsidy <br />agreement under the Business Subsidy Law; <br />1 <br />196118333v1 <br />