TAX INCREMENT FINANCING (TIF) AGREEMENT
BY AND BETWEEN

CITY OF RAMSEY, MINNESOTA
AND
BRUNSWICK CORPORATION

This document drafted by:

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BRIGGS AND MORGAN (MLI)
Professional Association
2200 First National Bank Building
St. Paul, Minnesota 55101

 Table of Contents
Page
ARTICLE I
DEFINITIONS................................................................................................. 2
Section 1.1.
Definitions............................................................................................ 2
ARTICLE II
REPRESENTATIONS AND WARRANTIES................................................ 4
Section 2.1.
Representations and Warranties of the City......................................... 4
Section 2.2.
Representations and Warranties of the Developer............................... 4
ARTICLE III
UNDERTAKINGS BY DEVELOPER AND CITY ....................................... 6
Section 3.1.
Project, Site Improvements and Development Property...................... 6
Section 3.2.
Limitations on Undertaking of the City ............................................... 6
Section 3.3.
Reimbursement: TIF Note ................................................................... 6
Section 3.4.
Business Subsidies Act ........................................................................ 7
Section 3.5.
Real Property Taxes............................................................................. 8
ARTICLE IV
EVENTS OF DEFAULT............................................................................... 10
Section 4.1.
Events of Default Defined ................................................................. 10
Section 4.2.
Remedies on Default.......................................................................... 10
Section 4.3.
No Remedy Exclusive........................................................................ 11
Section 4.4.
No Implied Waiver ............................................................................ 11
Section 4.5.
Agreement to Pay Attorney's Fees and Expenses .............................. 11
Section 4.6.
Indemnification of City...................................................................... 11
ARTICLE V
DEVELOPER'S OPTION TO TERMINATE AGREEMENT ..................... 13
Section 5.1.
The Developer's Option to Terminate................................................ 13
Section 5.2.
Action to Terminate ........................................................................... 13
Section 5.3.
Effect of Termination......................................................................... 13
ARTICLE VI
ADDITIONAL PROVISIONS ...................................................................... 14
Section 6.1.
Restrictions on Use ............................................................................ 14
Section 6.2.
Conflicts of Interest............................................................................ 14
Section 6.3.
Titles of Articles and Sections ........................................................... 14
Section 6.4.
Notices and Demands ........................................................................ 14
Section 6.5.
Counterparts....................................................................................... 15
Section 6.6.
Law Governing .................................................................................. 15
Section 6.7.
Expiration........................................................................................... 15
Section 6.8.
Provisions Surviving Rescission or Expiration.................................. 15
Section 6.9.
Assignability of Agreement ............................................................... 15
EXHIBIT A

Description of Development Property ......................................................... A-1

EXHIBIT B

Form of TIF Note......................................................................................... B-1

EXHIBIT C

Site Improvements ....................................................................................... C-1

EXHIBIT D

Description of Expansion Property.............................................................. D-1

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 TAX INCREMENT FINANCING (TIF) AGREEMENT
THIS AGREEMENT, made as of the 1st day of September, 2015, by and between the
City of Ramsey, Minnesota (the "City"), a municipal corporation existing under the laws of the
State of Minnesota and Brunswick Corporation, a Delaware corporation (the "Developer").
WITNESSETH:
WHEREAS, pursuant to Minnesota Statutes, Section 469.124 to 469.133, the City has
heretofore established Development District No. 1 (the "Development District") and has adopted
a development program therefor (the "Development Program"); and
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.1794, as amended (hereinafter, the "Tax Increment Act"), the City has heretofore
established, within the Development District, Tax Increment Financing District No. 15 - Life
Fitness (the "Tax Increment District") and has adopted a tax increment financing plan therefor
(the "Tax Increment Plan") which provides for the use of tax increment financing in connection
with certain development within the Development District; and
WHEREAS, in order to achieve the objectives of the Development Program and
particularly to make the land in the Development District available for development by private
enterprise in conformance with the Development Program, the City has determined to assist the
Developer with the financing of certain costs of a Project (as hereinafter defined) to be
constructed within the Tax Increment District as more particularly set forth in this Agreement;
and
WHEREAS, the City believes that the development and construction of the Project, and
fulfillment of this Agreement are vital and are in the best interests of the City, the health, safety,
morals and welfare of residents of the City, and in accordance with the public purpose and
provisions of the applicable state and local laws and requirements under which the Project has
been undertaken and is being assisted; and
WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section
116J.993 through 116J.995, apply to this Agreement; and
WHEREAS, the City has adopted criteria for awarding business subsidies that comply
with the Business Subsidy Law, after a public hearing for which notice was published; and
WHEREAS, the Council has approved this Agreement as a subsidy agreement under the
Business Subsidy Law;
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:

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 ARTICLE I
DEFINITIONS
Section 1.1. Definitions. All capitalized terms used and not otherwise defined herein
shall have the following meanings unless a different meaning clearly appears from the context:
Agreement means this Agreement, as the same may be from time to time modified,
amended or supplemented;
Business Day means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
City means the City of Ramsey, Minnesota, its successors and assigns;
County means Anoka County, Minnesota;
Developer means Brunswick Corporation, a Delaware corporation, its successors and
assigns;
Development District means the real property included in Development District No. 1
heretofore established;
Development Program means the Development Program approved in connection with the
Development District;
Development Property means the real property described in Exhibit A attached to this
Agreement;
Event of Default means any of the events described in Section 4.1 hereof;
Expansion Property means the real property described in Exhibit D attached to this
Agreement;
Note Payment Date means August 1, 2017, and each February 1 and August 1 of each
year thereafter to and including February 1, 2033; provided, that if any such Note Payment Date
should not be a Business Day, the Note Payment Date shall be the next succeeding Business
Day;
Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank
National Association in St. Paul, Minnesota, as its "prime rate" or "reference rate" or any
successor rate, which rate shall change as and when that rate or successor rate changes;
Project means the construction of an approximately 45,800 square foot expansion to an
existing manufacturing/warehouse facility on the Development Property located in the City;
Site Improvements means the site improvements undertaken or to be undertaken on the
Development Property, more particularly described on Exhibit C attached hereto;
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 State means the State of Minnesota;
Tax Increments means 90% of the tax increments derived from the Development
Property which have been received by the City in accordance with the provisions of Minnesota
Statutes, Section 469.177;
Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469.1794, as
amended;
Tax Increment District means Tax Increment Financing District No. 15 - Life Fitness
located within the Development District, a description of which is set forth in the Tax Increment
Financing Plan, which was qualified as a renewal and renovation district under the Tax
Increment Act;
Tax Increment Financing Plan means the tax increment financing plan approved for the
Tax Increment District by the City Council on September 22, 2015, and any future amendments
thereto;
TIF Note means the Tax Increment Revenue Note (Brunswick Corporation Project) to be
executed by the City and delivered to the Developer pursuant to Article III hereof, the form of
which is attached hereto as Exhibit B; and
Unavoidable Delays means delays, outside the control of the party claiming its
occurrence, which are the direct result of strikes, other labor troubles, unusually severe or
prolonged bad weather, acts of God, fire or other casualty to the Project, litigation commenced
by third parties which, by injunction or other similar judicial action or by the exercise of
reasonable discretion, directly results in delays, or acts of any federal, state or local
governmental unit (other than the City) which directly result in delays.

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 ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties of the City. The City makes the following
representations and warranties:
(1)
The City is a municipal corporation and has the power to enter into this
Agreement and carry out its obligations hereunder.
(2)
The Tax Increment District is a "renewal and renovation district" within
the meaning of Minnesota Statutes, Section 469.174, Subdivision 10a, and was created, adopted
and approved in accordance with the terms of the Tax Increment Act.
(3)
The development contemplated by this Agreement is in conformance with
the development objectives set forth in the Development Program.
(4)
To finance certain costs within the Tax Increment District, the City
proposes, subject to the further provisions of this Agreement, to apply Tax Increments to
reimburse the Developer for acquisition of the Expansion Property and a portion of the costs of
the construction of certain Site Improvements incurred in connection with the Project as further
provided in this Agreement.
(5)
The City makes no representation or warranty, either express or implied,
as to the Expansion Property or its condition or the soil conditions thereon, or that the Expansion
Property shall be suitable for the Developer's purposes or needs.
Section 2.2. Representations and Warranties of the Developer. The Developer makes
the following representations and warranties:
(1)
The Developer is a Delaware corporation and has the power and authority
to enter into this Agreement and to perform its obligations hereunder and doing so will not
violate its articles, bylaws, or the laws of the State and by proper action has authorized the
execution and delivery of this Agreement.
(2)
The Developer shall cause the Project to be constructed in accordance
with the terms of this Agreement, the Development Program, and all local, state and federal laws
and regulations (including, but not limited to, environmental, zoning, energy conservation,
building code and public health laws and regulations).
(3)
The construction of the Project would not be undertaken by the Developer,
and in the opinion of the Developer would not be economically feasible within the reasonably
foreseeable future, without the assistance and benefit to the Developer provided for in this
Agreement.
(4)
The Developer will use its best efforts to obtain, or cause to be obtained,
in a timely manner, all required permits, licenses and approvals, and will meet, in a timely

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 manner, all requirements of all applicable local, state, and federal laws and regulations which
must be obtained or met before the Project may be lawfully constructed.
(5)
Neither the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to which the Developer is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
(6)
The Developer will cooperate fully with the City with respect to any
litigation commenced with respect to the Project.
(7)
The Developer will cooperate fully with the City in resolution of any
traffic, parking, trash removal or public safety problems which may arise in connection with the
construction and operation of the Project.
(8)
Construction shall begin by October 31, 2015 and the construction of the
Project will be substantially completed by October 31, 2016, subject to Unavoidable Delays.
(9)
The Developer acknowledges that Tax Increment projections contained in
the Tax Increment Financing Plan are estimates only and the Developer acknowledges that it
shall place no reliance on the amount of projected Tax Increments and the sufficiency of such
Tax Increments to reimburse the Developer for a portion of the costs of the acquisition of the
Expansion Property and the construction of the Site Improvements as provided in Article III.
(10) The Developer shall acquire the Expansion Property, demolish the existing
facility and cap all unsealed wells on the Expansion Property on or before NovemberApril 30,
20152016.

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 ARTICLE III
UNDERTAKINGS BY DEVELOPER AND CITY
Section 3.1.

Project, Site Improvements and Expansion Property.

(1)
The parties agree that the acquisition of the Expansion Property and the
installation of the Site Improvements is essential to the successful completion of the Project. The
costs of the Expansion Property and the Site Improvements shall be paid by the Developer. The
City shall reimburse the Developer for the lesser of $224,000 or the costs of acquisition of the
Expansion Property and the construction of Site Improvements actually incurred and paid by the
Developer (the "Reimbursement Amount"), as further provided in Section 3.2 hereof.
Section 3.2. Limitations on Undertaking of the City. Notwithstanding the provisions
of Section 3.1, the City shall have no obligation to the Developer under this Agreement to
reimburse the Developer for the costs identified in Section 3.1, if the City, at the time or times
such payment is to be made, is entitled under Section 4.2 to exercise any of the remedies set forth
therein as a result of an Event of Default which has not been cured.
Section 3.3. Reimbursement: TIF Note. The City shall reimburse the payments made
by the Developer under Section 3.1 for costs of the acquisition of the Expansion Property and the
construction of Site Improvements through the issuance of the City's TIF Note in substantially
the form attached to this Agreement as Exhibit B, subject to the following conditions:
(1)
The TIF Note shall be dated, issued and delivered when the Developer
shall have demonstrated in writing to the reasonable satisfaction of the City that the construction
of the Site Improvements has been completed and that the Developer has incurred and paid the
costs of the acquisition of the Expansion Property and of the construction of Site Improvements,
as described in and limited by Section 3.1 and shall have submitted paid invoices for the costs of
construction of the Site Improvements and a settlement statement or other evidence of payment
of the costs of the Expansion Property in an amount not less than the Reimbursement Amount.
(2)
The unpaid principal of the TIF Note shall bear simple non-compounding
interest from the date of issuance of the TIF Note, at 5.00% per annum. Interest shall be
computed on the basis of a 360 day year consisting of twelve (12) 30-day months.
(3)
The principal amount of the TIF Note and the interest thereon shall be
payable solely from the Tax Increments.
(4)
On each Note Payment Date and subject to the provisions of the TIF Note
and Section 3.5, the City shall pay, against the principal and interest outstanding on the TIF
Note, any Tax Increments received by the City during the preceding 6 months. All such
payments shall be applied first to accrued interest and then to reduce the principal of the TIF
Note.
(5)
The TIF Note shall be a special and limited obligation of the City and not
a general obligation of the City, and only Tax Increments shall be used to pay the principal and
interest on the TIF Note. If, on any TIF Note Payment Date, the Tax Increments for the payment
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 of the accrued and unpaid interest on the TIF Note are insufficient for such purposes, the
difference shall be carried forward, without interest accruing thereon, and shall be paid if and to
the extent that on a future TIF Note Payment Date there are Tax Increments in excess of the
amounts needed to pay the accrued interest then due on the TIF Note.
(6)
The City's obligation to make payments on the TIF Note on any Note
Payment Date or any date thereafter shall be conditioned upon the requirements that: (A) there
shall not at that time be an Event of Default that has occurred and is continuing under this
Agreement and (B) this Agreement shall not have been rescinded pursuant to Section 4.2.
(7)
The TIF Note shall be governed by and payable pursuant to the additional
terms thereof, as set forth in Exhibit B. In the event of any conflict between the terms of the TIF
Note and the terms of this Section 3.2, the terms of the TIF Note shall govern. The issuance of
the TIF Note pursuant and subject to the terms of this Agreement, and the taking by the City of
such additional actions as bond counsel for the TIF Note may require in connection therewith,
are hereby authorized and approved by the City.
Section 3.4.

Business Subsidies Act.

(1)
In order to satisfy the provisions of Minnesota Statutes, Sections 116J.993
to 116J.995 (the "Business Subsidies Act"), the Developer acknowledges and agrees that the
amount of the "Business Subsidy" granted to the Developer under this Agreement is $224,000
which is the Reimbursement Amount for the acquisition of the Expansion Property and the
installation of the Site Improvements and that the Business Subsidy is needed because the Project
is not sufficiently feasible for the Developer to undertake without the Business Subsidy. The
Tax Increment District is a renewal and renovation district and the public purpose of the
Business Subsidy is to encourage the renovation or demolition of substandard structures and
construction of manufacturing/warehouse facilities in the City. The Developer agrees that it will
meet the following goals (the "Goals") in connection with the development of the Development
Property. From September 4, 2015 to and including the Benefit Date (as defined herein), it will
create at least twenty-six (26fourteen (14) full time jobs at an hourly wage of at least
$16.8514.34 per hour, not including benefits, within two years from. The "Benefit Date", which"
is the earlier of the date the Developer completes the Project or occupies the Project.
(2)
If the Goals are not met, the Developer agrees to repay all or a part of the
Business Subsidy to the City, plus interest ("Interest") set at the implicit price deflator defined in
Minnesota Statutes, Section 275.70, Subdivision 2, accruing from and after the Benefit Date,
compounded semiannually. If the Goals are met in part, the Developer will repay a portion of
the Business Subsidy (plus Interest) determined by multiplying the Business Subsidy by a
fraction, the numerator of which is the number of jobs in the Goals which were not created at the
wage level set forth above and the denominator of which is twenty-six (26fourteen (14) (i.e.
number of jobs set forth in the Goals).
(3)
The Developer agrees to (i) report its progress on achieving the Goals to
the City until the later of the date the Goals are met or two years from the Benefit Date, or, if the
Goals are not met, until the date the Business Subsidy is repaid, (ii) include in the report the
information required in Minnesota Statutes, Section 116J.994, Subdivision 7 on forms developed
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 by the Minnesota Department of Employment and Economic Development, and (iii) send
completed reports to the City. The Developer agrees to file these reports no later than March 1
of each year commencing March 1, 2017, and within 30 days after the deadline for meeting the
Goals. The City agrees that if it does not receive the reports, it will mail the Developer a
warning within one week of the required filing date. If within 14 days of the post marked date of
the warning the reports are not made, the Developer agrees to pay to the City a penalty of $100
for each subsequent day until the report is filed up to a maximum of $1,000.
(4)
The Developer agrees to continue operations within the City for at least
five (5) years after the Benefit Date.
(5)
Other than the Minnesota Department of Employment and Economic
Development's assistance which is expected to be provided through the Job Creation Fund, there
are no other state or local government agencies providing financial assistance for the Project
other than the City.
(6)

There is no parent corporation of the Developer.

(7)
The Developer certifies that it does not appear on the Minnesota
Department of Employment and Economic Development's list of recipients that have failed to
meet the terms of a business subsidy agreement.
Section 3.5. Real Property Taxes. Prior to the Termination Date, the Developer shall
pay all real property taxes payable with respect to all and any parts of the Development Property
acquired and owned by it until the Developer's obligations have been assumed by any other
person pursuant to the provisions of this Agreement.
The Developer agrees that prior to the Termination Date:
(1)
It will not seek administrative review or judicial review of the
applicability of any tax statute relating to the ad valorem property taxation of real property
contained on the Development Property determined by any tax official to be applicable to the
Project or the Developer or raise the inapplicability of any such tax statute as a defense in any
proceedings with respect to the Development Property, including delinquent tax proceedings;
provided, however, "tax statute" does not include any local ordinance or resolution levying a tax;
(2)
It will not seek administrative review or judicial review of the
constitutionality of any tax statute relating to the taxation of real property contained on the
Development Property determined by any tax official to be applicable to the Project or the
Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings,
including delinquent tax proceedings with respect to the Development Property; provided,
however, "tax statute" does not include any local ordinance or resolution levying a tax;
(3)
It will not seek any tax deferral or abatement, either presently or
prospectively authorized under Minnesota Statutes, Section 469.1813, or any other State or
federal law, of the ad valorem property taxation of the Development Property between the date
of execution of this Agreement and the Termination Date.
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 (4)
It will not seek a reduction in the Market Value (as defined in Minnesota
Statutes, Section 273.02) for the tax collection years of 2029 through 2032. In the event that the
Developer obtains a reduction in Market Value that results in the City having to make a payment
to the County (the "County Payment") for the tax collection years of 2017 through 2029, the
Developer agrees that:
(a)
If the TIF Note remains outstanding, the next Tax Increments to be paid to
the Developer shall be reduced by the County Payment, and
(b)
If the TIF Note is no longer outstanding, Developer shall pay the amount
of the County Payment to the City within thirty (30) days after written notice from the
City as to the amount of the County Payment.

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 ARTICLE IV
EVENTS OF DEFAULT
Section 4.1. Events of Default Defined. The following shall be "Events of Default"
under this Agreement and the term "Event of Default" shall mean whenever it is used in this
Agreement any one or more of the following events:
(1)
Failure by the Developer to timely pay any ad valorem real property taxes
assessed and special assessments or other City charges with respect to the Development
Property.
(2)
Failure of the Developer to observe or perform any covenant, condition,
obligation or agreement on its part to be observed or performed under this Agreement.
(3)
The holder of any mortgage on the Development Property or any
improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of
any default under the applicable mortgage documents.
(4)

If the Developer shall:

(a)
file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or
(b)

make an assignment for the benefit of its creditors; or

(c)

admit in writing its inability to pay its debts generally as they become due;

or
(d)
be adjudicated a bankrupt or insolvent; or if a petition or answer proposing
the adjudication of the Developer as bankrupt or its reorganization under any present or
future federal bankruptcy act or any similar federal or state law shall be filed in any court
and such petition or answer shall not be discharged or denied within sixty (60) days after
the filing thereof; or a receiver, liquidator or trustee of the Developer, or of the Project, or
part thereof, shall be appointed in any proceeding brought against the Developer, and
shall not be discharged within sixty (60) days after such appointment, or if the Developer,
shall consent to or acquiesce in such appointment.
Section 4.2. Remedies on Default. Whenever any Event of Default referred to in
Section 4.1 occurs and is continuing, the City, as specified below, may take any one or more of
the following actions after the giving of thirty (30) days' written notice to the Developer, but only
if the Event of Default has not been cured within said thirty (30) days:
(1)
The City may suspend its performance under this Agreement and the TIF
Note until it receives assurances from the Developer, deemed adequate by the City, that the
Developer will cure its default and continue its performance under this Agreement.

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 (2)

The City may cancel and rescind the Agreement and the TIF Note.

(3)
The City may take any action, including legal or administrative action, in
law or equity, which may appear necessary or desirable to enforce performance and observance
of any obligation, agreement, or covenant of the Developer under this Agreement.
Section 4.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to
the City is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given
under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or
omission to exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such right and power may be
exercised from time to time and as often as may be deemed expedient.
Section 4.4. No Implied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
Section 4.5. Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of
Default occurs and the City shall employ attorneys or incur other expenses for the collection of
payments due or to become due or for the enforcement or performance or observance of any
obligation or agreement on the part of the Developer herein contained, the Developer agrees that
it shall, on demand therefor, pay to the City the reasonable fees of such attorneys and such other
expenses so incurred by the City.
Section 4.6.

Indemnification of City.

(1)
The Developer (a) releases the City and its governing body members,
officers, agents, including the independent contractors, consultants and legal counsel, servants
and employees (collectively, the "Indemnified Parties") from, (b) covenants and agrees that the
Indemnified Parties shall not be liable for, and (c) agrees to indemnify and hold harmless the
Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to
property or any injury to or death of any person occurring at or about or resulting from any
defect in the Project or on the Development Property.
(2)
Except for any willful misrepresentation or any willful or wanton
misconduct of the Indemnified Parties, the Developer agrees to protect and defend the
Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any
claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever
arising or purportedly arising from the actions or inactions of the Developer (or if other persons
acting on its behalf or under its direction or control) under this Agreement, or the transactions
contemplated hereby or the acquisition, construction, installation, ownership, and operation of
the Project; provided, that this indemnification shall not apply to the warranties made or
obligations undertaken by the City in this Agreement or to any actions undertaken by the City
which are not contemplated by this Agreement but shall, in any event and without regard to any
fault on the part of the City, apply to any pecuniary loss or penalty (including interest thereon
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 from the date the loss is incurred or penalty is paid by the City at a rate equal to the Prime Rate)
as a result of the Project causing the Tax Increment District to not qualify or cease to qualify as a
"renewal and renovation district" under Section 469.174, Subdivision 10a, of the Act and Section
469.176, Subdivision 4j. or to violate limitations as to the use of Tax Increments as set forth in
Section 469.176, Subdivision 4j.
(3)
All covenants, stipulations, promises, agreements and obligations of the
City contained herein shall be deemed to be the covenants, stipulations, promises, agreements
and obligations of the City and not of any governing body member, officer, agent, servant or
employee of the City.

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 ARTICLE V
DEVELOPER'S OPTION TO TERMINATE AGREEMENT
Section 5.1. The Developer's Option to Terminate. This Agreement may be terminated
by the Developer, if (i) the Developer is in compliance with all material terms of this Agreement
and no Event of Default has occurred; and (ii) the City fails to comply with any material term of
this Agreement, and, after written notice by the Developer of such failure, the City has failed to
cure such noncompliance within ninety (90) days of receipt of such notice, or, if such
noncompliance cannot reasonably be cured by the City within ninety (90) days, of receipt of such
notice, the City has not provided assurances, reasonably satisfactory to the Developer, that such
noncompliance will be cured as soon as reasonably possible.
Section 5.2. Action to Terminate. Termination of this Agreement pursuant to Section
5.1 must be accomplished by written notification by the Developer to the City within sixty (60)
days after the date when such option to terminate may first be exercised. A failure by the
Developer to terminate this Agreement within such period constitutes a waiver by the Developer
of its rights to terminate this Agreement due to such occurrence or event.
Section 5.3. Effect of Termination. If this Agreement is terminated pursuant to this
Article V, this Agreement shall be from such date forward null and void and of no further effect;
provided, however, the termination of this Agreement shall not affect the rights of either party to
institute any action, claim or demand for damages suffered as a result of breach or default of the
terms of this Agreement by the other party, or to recover amounts which had accrued and
become due and payable as of the date of such termination. Upon termination of this Agreement
pursuant to this Article V, the Developer shall be free to proceed with the Project at its own
expense and without regard to the provisions of this Agreement; provided, however, that the City
shall have no further obligations to the Developer with respect to reimbursement of the expenses
set forth in Section 3.2.

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 ARTICLE VI
ADDITIONAL PROVISIONS
Section 6.1. Restrictions on Use. Until termination of this Agreement, the Developer
agrees for itself, its successors and assigns and every successor in interest to the Development
Property, or any part thereof, that the Developer and such successors and assigns shall operate, or
cause to be operated, the Project as a manufacturing/warehouse facility and shall devote the
Development Property to, and in accordance with, the uses specified in this Agreement.
Section 6.2. Conflicts of Interest. No member of the governing body or other official
of the City shall have any financial interest, direct or indirect, in this Agreement, the
Development Property or the Project, or any contract, agreement or other transaction
contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such
member of the governing body or other official participate in any decision relating to the
Agreement which affects his or her personal interests or the interests of any corporation,
partnership or association in which he or she is directly or indirectly interested. No member,
official or employee of the City shall be personally liable to the City in the event of any default
or breach by the Developer or successor or on any obligations under the terms of this Agreement.
Section 6.3. Titles of Articles and Sections. Any titles of the several parts, articles and
sections of the Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 6.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
(1)

in the case of the Developer is addressed to or delivered personally to:
Brunswick Corporation
Attention: ______________
1 North Field Court
Lake Forest, IL 60045-4811
with a copy to:

(2)

in the case of the City is addressed to or delivered personally to the City

at:
City of Ramsey, Minnesota
Attention: City Administrator
Ramsey City Hall
7550 Sunwood Drive NW
Ramsey, MN 55303

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 with a copy to:
Briggs and Morgan, P.A.
Attention: Mary Ippel
W2200 First National Bank Building
332 Minnesota Street
St. Paul, MN 55101
or at such other address with respect to any such party as that party may, from time to time,
designate in writing and forward to the other, as provided in this Section.
Section 6.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 6.6. Law Governing.
accordance with the laws of the State.

This Agreement will be governed and construed in

Section 6.7. Expiration. This Agreement shall expire on the earlier of (i) February 1,
2033, (ii) the date the TIF Note is paid in full or (iii) the date this Agreement is terminated or
rescinded in accordance with its terms.
Section 6.8. Provisions Surviving Rescission or Expiration. Sections 4.5 and 4.6 shall
survive any rescission, termination or expiration of this Agreement with respect to or arising out
of any event, occurrence or circumstance existing prior to the date thereof.
Section 6.9. Assignability of Agreement. This Agreement may be assigned only with
the consent of the City. The TIF Note may only be assigned pursuant to the terms of the TIF
Note.

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 IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and on its behalf and the Developer has caused this Agreement to be duly executed in its
name and on its behalf, on or as of the date first above written.

CITY OF RAMSEY, MINNESOTA

By__________________________________
Its Mayor

By__________________________________
Its City Administrator

This is a signature page to the Tax Increment Financing Agreement by and between the City of
Ramsey, Minnesota and Brunswick Corporation.
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 BRUNSWICK CORPORATION

By ____________________________________
Its _________________________________

This is a signature page to the Tax Increment Financing Agreement by and between the City of
Ramsey, Minnesota and Brunswick Corporation.

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 EXHIBIT A
Description of Development Property
Property located in the City of Ramsey, Anoka County, Minnesota with the following
parcel identification numbers:
27-32-25-44-0012
27-32-25-44-0018
27-32-25-44-0019

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 EXHIBIT B
Form of TIF Note
No. R-1

$______
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ANOKA
CITY OF RAMSEY
TAX INCREMENT REVENUE NOTE
(BRUNSWICK CORPORATION PROJECT)

The City of Ramsey, Minnesota (the "City"), hereby acknowledges itself to be indebted
and, for value received, hereby promises to pay the amounts hereinafter described (the "Payment
Amounts") to Brunswick Corporation (the "Developer") or its registered assigns (the "Registered
Owner"), but only in the manner, at the times, from the sources of revenue, and to the extent
hereinafter provided.
The principal amount of this Note shall equal from time to time the principal amount
stated above, as reduced to the extent that such principal installments shall have been paid in
whole or in part pursuant to the terms hereof; provided that the sum of the principal amount
listed above shall in no event exceed $224,000 as provided in that certain Tax Increment
Financing Agreement, dated as of September 1, 2015, as the same may be amended from time to
time (the "TIF Agreement"), by and between the City and the Developer. The unpaid principal
amount hereof shall bear interest from the date of this Note at the simple non-compounded rate
of five percent (5.00%) per annum. Interest shall be computed on the basis of a 360 day year
consisting of twelve (12) 30-day months.
The amounts due under this Note shall be payable on August 1, 2017, and on each
February 1 and August 1 thereafter to and including February 1, 2033, or, if the first should not
be a Business Day (as defined in the TIF Agreement), the next succeeding Business Day (the
"Payment Dates"). On each Payment Date, subject to the provisions of Section 3.5 the City shall
pay by check or draft mailed to the person that was the Registered Owner of this Note at the
close of the last business day of the City preceding such Payment Date an amount equal to the
sum of the Tax Increments (hereinafter defined) received by the City during the six month period
preceding such Payment Date. All payments made by the City under this Note shall first be
applied to accrued interest and then to principal.
The Payment Amounts due hereon shall be payable solely from 90% of tax increments
(the "Tax Increments") from the Development Property (as defined in the TIF Agreement) within
the City's Tax Increment Financing District No. 15 - Life Fitness (the "Tax Increment District")
within its Development District No. 1 which are paid to the City and which the City is entitled to
retain pursuant to the provisions of Minnesota Statutes, Sections 469.174 through 469.1794, as
the same may be amended or supplemented from time to time (the "Tax Increment Act"). This
Note shall terminate and be of no further force and effect following the last Payment Date
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 defined above, on any date upon which the City shall have terminated the TIF Agreement under
Section 4.2(2) thereof or the Developer shall have terminated the TIF Agreement under Article V
thereof, on the date the Tax Increment District is terminated, or on the date that all principal
payable hereunder shall have been paid in full, whichever occurs earliest.
The City makes no representation or covenant, express or implied, that the Tax
Increments will be sufficient to pay, in whole or in part, the amounts which are or may become
due and payable hereunder.
The City's payment obligations hereunder shall be further conditioned on the fact that no
Event of Default under the TIF Agreement shall have occurred and be continuing at the time
payment is otherwise due hereunder, but such unpaid amounts shall become payable if said
Event of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of
an Event of Default under the TIF Agreement the City elects to cancel and rescind the TIF
Agreement, the City shall have no further debt or obligation under this Note whatsoever.
Reference is hereby made to all of the provisions of the TIF Agreement, including without
limitation Section 3.2 thereof, for a fuller statement of the rights and obligations of the City to
pay the principal of this Note, and said provisions are hereby incorporated into this Note as
though set out in full herein.
This Note is a special, limited revenue obligation and not a general obligation of the City
and is payable by the City only from the sources and subject to the qualifications stated or
referenced herein. This Note is not a general obligation of the City and neither the full faith and
credit nor the taxing powers of the City are pledged to the payment of the principal of this Note
and no property or other asset of the City, save and except the above-referenced Tax Increments,
is or shall be a source of payment of the City's obligations hereunder.
This Note is issued by the City in aid of financing a project pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including the Tax
Increment Act.
This Note may be assigned only with the consent of the City which consent shall not be
unreasonably withheld. In order to assign the Note, the assignee shall surrender the same to the
City either in exchange for a new fully registered note or for transfer of this Note on the
registration records for the Note maintained by the City. Each permitted assignee shall take this
Note subject to the foregoing conditions and subject to all provisions stated or referenced herein.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things
required by the Constitution and laws of the State of Minnesota to be done, to have happened,
and to be performed precedent to and in the issuance of this Note have been done, have
happened, and have been performed in regular and due form, time, and manner as required by
law; and that this Note, together with all other indebtedness of the City outstanding on the date
hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the
City to exceed any constitutional or statutory limitation thereon.

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 IN WITNESS WHEREOF, City of Ramsey, Minnesota, by its City Council, has caused
this Note to be executed by the manual signatures of its Mayor and City Administrator and has
caused this Note to be dated as of __________________, 20___.

_________________________________
City Administrator

Mayor

DO NOT EXECUTE UNTIL PAID INVOICES FOR LAND ACQUISITION AND SITE
IMPROVEMENTS ARE GIVEN TO THE CITY - REFER TO SECTION 3.3(1).

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 CERTIFICATION OF REGISTRATION

It is hereby certified that the foregoing Note was registered in the name of Brunswick
Corporation, and that, at the request of the Registered Owner of this Note, the undersigned has
this day registered the Note in the name of such Registered Owner, as indicated in the
registration blank below, on the books kept by the undersigned for such purposes.

NAME AND ADDRESS OF
REGISTERED OWNER

DATE OF
REGISTRATION

Brunswick Corporation
1 North Field Court
Lake Forest, IL 60045-4811

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SIGNATURE OF
CITY ADMINISTRATOR

 EXHIBIT C
Site Improvements

Capping of geothermal wells
Demolition
Landscaping, including irrigation
Foundations and Footings
Grading/earthwork
Engineering
Survey
Environmental Testing
Soil Borings
Site Preparation
Onsite Utilities
Storm Water/Ponding
Outdoor Lighting
Onsite Road, Curb, Gutter, Driveway, Sidewalk and Streetscape Improvements
Parking

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 EXHIBIT D
Description of Expansion Property
Property located in the City of Ramsey, Anoka County, Minnesota with the following
parcel identification number:
27-32-25-44-0012

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