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EXCLUSIVE NEGOTIATION AGREEMENT • <br />I. Parties The parties to this Amended and Restated Exclusive Negotiation <br />Agreement are the City of Ramsey, a Minnesota municipal corporation (the "City ") and Ryan <br />Companies US, Inc. a Minnesota corporation ( "Ryan"). <br />2. Effective Date This Agreement is effective as of February 2007 <br />(the "Effective Date "). <br />3. Recitals <br />3.1 Recital One The City desires to encourage and facilitate the development <br />and redevelopment of the real property referenced on the attached Exhibit <br />A (the "Development Property"). To that end, the City solicited <br />development proposals from various developers and, after reviewing those <br />proposals, the City initially selected RCM — Minnesota Corporation <br />( "Muir ") as a potential developer for the Development Property. <br />3.2 Recital Two The City and Muir entered into an Exclusive Negotiation <br />Agreement dated as of July 26, 2006 and an Amended and Restated <br />Exclusive Negotiation Agreement dated as of December 28, 2006. <br />Section 9.5 of the Amended and Restated Exclusive Negotiation <br />Agreement allowed either party to terminate the Agreement if the parties <br />had not entered into a Development Agreement on or before January 15, • <br />2007, and Muir terminated the Amended and Restated Exclusive <br />Negotiation Agreement by a letter to the City's consultant, James Lasher <br />of LSA Design, Inc. delivered on January _, 2007. <br />3.3 Recital Three Ryan was one of the Developers that submitted a proposal <br />in response to the City's request for proposals, and the City would like to <br />enter into negotiations with Ryan to determine if the City and Ryan can <br />reach an agreement pursuant to which Ryan would develop the <br />Development Property. <br />3.4 Recital Four Ryan has requested that, as a condition to entering into <br />negotiations with the City and to induce Ryan to incur costs and expenses <br />to investigate the feasibility of Ryan's development of the Development <br />Property, the City agree not to seek to negotiate a Development <br />Agreement with any other party for a period of 60 days following the <br />Effective Date: and <br />3.5 Recital Five The City and Ryan are executing this Agreement to set forth <br />the City's binding agreement not to seek to negotiate a development <br />agreement for the development and redevelopment of the Development <br />Property with any third parties during the term of this Agreement. <br />• <br />1993142v1 <br />-120- <br />