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SUBGRANT AGREEMENT (VILLAGE AT LITTLE CANADA DTED GRANT) THIS SUBGRANT AGREEMENT (this "Agreement ") is made and entered into as of this day of August, 2005, by and between the CITY OF LITTLE CANADA, MINNESOTA (the "City ") and THE VILLAGE AT LITTLE CANADA LLC, a Minnesota limited liability company (the "Grantee "). WHEREAS, pursuant to a Grant Agreement dated July 27, 2005 attached hereto as Exhibit A (the "DTED Grant Agreement "), between the City and the State of Minnesota Department of Trade and Economic Development ( "DTED "), the City has received a grant in the aggregate amount of $140,334 (the "City DTED Grant ") for the City's Redevelopment Project Area No. 1 located at the intersection of Little Canada Road and Rice Street (the "Redevelopment Project "). WHEREAS, the Grantee and the Economic Development Authority of the City of Little Canada (the "EDA ") are parties to that certain Development Agreement dated as of December 9, 2003 (the "Development Agreement ") pursuant to which the EDA agreed to sell and the Grantee agreed to purchase certain real property constituting a portion of the Redevelopment Project and legally described on Exhibit B attached hereto (the "Development Property "). WHEREAS, the Development Agreement includes, among other things, the terms and conditions under which the EDA will convey the Development Property to the Grantee and the terms and conditions under which the Grantee will construct certain commercial improvements on the Development Property (the "Project "). WHEREAS, among the City's goals for the Redevelopment Project are the creation retail opportunities, infrastructure improvements and remediation of environmental conditions, and providing the Grant to the Grantee will further such goals. NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement the parties hereto agree as follows: 1. Grant of Funds. The City hereby grants to the Grantee the sum of One Hundred Forty Thousand Three Hundred Thirty -Four and No /100 Dollars ($140,334.00) (the "Grant ") and to the extent permitted under the DTED Grant Agreement, the City hereby assigns to Grantee, and the Grantee hereby assumes from City, all of the City's rights and obligations under the DETED Grant Agreement. 2. Authorized Use of Grant Funds. The Grant to the Grantee under this Agreement shall be used only for those activities described in the DTED Grant Agreement including demolition, environmental remediation and public infrastructure improvements.