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<br />Deloitte. <br /> <br />Deloitte Financial Advisory <br />Services LLP <br />Real Estate Consulting <br />111 S. Wacker Drive <br />Chicago, IL 60606-4301 <br />USA <br /> <br />Tel: 3124861000 <br />Fax: 312486 1486 <br />www.deloitte.com <br /> <br />July 17,2008 <br /> <br />Ms. Amber G. Miller <br />Community Development Director <br /> <br />City of Ramsey <br />7550Sunwood Drive NW <br />Ramsey, MN 55303 <br /> <br />Dear Ms. Miller: <br /> <br />Deloitte Financial Advisory Services LLP ("Deloitte FAS") is pleased to assist the City of Ramsey (the <br />"Client" or "Ramsey") in connection with its evaluation of the Ramsey Town Center ("RTC") <br />Development with the provision ofthe services described in this letter (the "Services"). <br /> <br />This letter outlines, in general, an understanding of our role, the scope of the Services, the engagement <br />team, and engagement administration matters. The General Business Terms & Conditions applicable to <br />this engagement are attached to this letter as Appendix A and are incorporated herein by reference. <br /> <br />Understanding Our Role <br />Background <br /> <br />We understand that Ramsey is considering a partial or complete purchase of the RTC Development. The <br />RTC development is a 320 acre master planned community consisting of residential, commercial and <br />civic improvements. According to our discussion, approximately 190 acres have been developed and the <br />remaining 130 acres is held in default by Community National Bank, the developer's lender. According <br />to the master plan, the remaining 130 acres was to be developed with primarily commercial (surermarket, <br />hotel, retail, restaurants, cinema, and medical office) and civic improvements with the provision of <br />completing the developer's public improvements, consisting of storm water management, lamscaping, <br />parkland and other pedestrian improvements. <br /> <br />You have asked Deloitte F AS to submit an engagement letter to assist you in the evaluation of the <br />proposed development for potential acquisition. Specifically, you have asked us to address three major <br />issues as follows: <br /> <br />1. What is the optimal maximally productive use of the properties <br /> <br />2. What is the market value of the property <br /> <br />Deloitte Financial Advisory Services <br /> <br />Real Estate Consulting <br />