Resolution 08-06 Development Agreement

WHEREAS, the City of Mountain Iron, Minnesota (the “City”) has caused to be prepared and executed by the City a Development Agreement (the “Development Agreement”) with Mountain Timber Properties LLC (the “Developer”), for the development certain property in Sections 9 and 10, Township 58 North, Range 18 West, as specifically described in the Development Agreement (the “Property”).

WHEREAS, the City Council of the City of Mountain Iron, Minnesota (the “City”) previously approved the Development Agreement with Developer by a motion at its regular City Council meeting on July 5, 2005.

WHEREAS, the City has previously approved amendments to the Development Agreement by Resolutions numbered 29-05, 30-05, and 43-05, which amendments extend the closing date of the sale of the Property to the Developer, and permit the re-transfer of part of the Property to the Laurentian Energy Authority by the Developer for the purpose of construction of a Wood Yard by the Authority.

WHEREAS, the preparation of an abstract of title to the Property, the raising of certain objections and defects to the title to the Property, and the curing of some of the title defects and objection so raised have all caused a delay in the closing of the sale of the Property to the Developer.

WHEREAS, some, but not all, of the title defects and objections have been cured at this time.

WHEREAS certain title defects and objections with respect to portions of the Property, but not all of the Property, remain presently uncured and may require a quiet title action to cure and other objections may require the acquisition by the City of additional property, and such title defects and objections prevent the closing of the sale of all of the Property to the Developer at this point in time.

WHEREAS, the Developer and the City nevertheless desire to proceed to close the sale of the portions of the Property for which any defects and objections to title have been cured, and further desire to postpone, but not cancel, the closing of the sale of the portions of the Property for which further action is necessary to cure defects and objections to the title.

WHEREAS, a closing of the sale of part of the Property now and part of the Property at a later may necessitate an extension of the closing date in the Development and other amendments to the Development Agreement.

NOW THEREFORE:

BE IT RESOLVED BY THE CITY COUNCIL OF MOUNTAIN IRON, MINNESOTA, that the City hereby approves the Development Agreement as previously presented to the City Council, authorizes the Mayor and City Administrator to execute the Development Agreement on behalf of the City, and ratifies the prior execution of the Development Agreement on behalf of the City. The Development Agreement in the form executed is hereby incorporated by reference and made a part hereof. 

BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF MOUNTAIN IRON, MINNESOTA, that the City hereby approves the attached amendment to the Development Agreement to extend the closing date to December 31, 2006.

BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF MOUNTAIN IRON, MINNESOTA, that the City hereby approves the sale of the Property to the Developer pursuant to the terms and conditions of the Development Agreement, as amended.

BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF MOUNTAIN IRON, MINNESOTA, that the City hereby authorizes its Mayor and City Administrator, on behalf of the City, to execute any and all such documents and instruments as may be necessary to facilitate the closing of the sale of the Property to the Developer, including any amendment or amendments to the Development Agreement and any other documents as may be necessary to facilitate the closing of the sale of the Property to the Developer through two or more separate closings in which portions of the Property are sold, conveyed and transferred at each such closing, so long as any such amendments, documents, and instruments continue to require the Developer to complete the acquisition of all of the Property at such time as the remaining title defects and objections are cured.

DULY ADOPTED BY THE CITY COUNCIL THIS 20th DAY OF MARCH, 2006.