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EXHIBIT F <br />Memorandum of Agreement <br />The parties to this Memorandum of Development Agreement ( "Memorandum ") are City <br />of Little Canada, Minnesota ( "City ") and Country Drive Investors, L.L.C.Investments, L,LC <br />( "Developer "). This Memorandum is dated , 2001. <br />City and Developer have entered into a Development Agreement dated <br />2001 (the "Development Agreement "). In the Development Agreement, the City agrees to <br />convey the property legally described on the attached Exhibit A (the "Development Property ") to <br />the Developer upon the satisfaction of certain conditions precedent, as set forth in the <br />Development Agreement and the Developer makes certain covenants and agrees to certain <br />restrictions regarding the Developer's development of the Development Property which are <br />intended to run with title to the Development Property including, but not limited to, the <br />covenants set forth in Section 7.1 of the Development Agreement which obligate the Developer, <br />and any other individual or entity with or acquiring any right, title or interest in the Development <br />Property to execute a Assessment Agreement establishing a minimum market value for real <br />estate tax purposes and the provisions of Section 9 which impose limitations on Developer's <br />right to grant a mortgage encumbering the Development Property. <br />City and Developer are executing and recording or filing, as the case may be, this <br />Memorandum to comply the Minnesota Statutes Section 507.34 and to provide record notice of <br />the Development Agreement. This Memorandum is not intended, and shall not be construed to <br />define, limit, or modify the Development Agreement. For information regarding the terms of the <br />Development Agreement, third parties should reference the Development Agreement, a copy of <br />which is in the possession of the City and the Developer. <br />1316916v1 <br />Page 81 <br />