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January 31, 2013 By Email and U.S. Mail Mr. Kurt Ulrich Ramsey HRA Executive Director 7550 Sunwood Dr. NW Ramsey, MN 55303 Email: kulrich @ci.ramsey.mn.us Re: Landfonn Professional Services, LLC's contract with Ramsey I-IRA Dear Mr. Ulrich: Capstone Law Protecting What You Value Most I am counsel for Landform Professional Services, LLC ( "Landform "). I understand that the City of Ramsey Housing and Redevelopment Authority ( "HRA ") has received an anonymous memorandum arguing that Landform, and its principal Darren Lazan, should not be compensated for services that Landform has provided to the I -IRA. I am taking this opportunity to briefly respond to the arguments made in the anonymous memorandum. As a preliminary matter, Landform has worked with the I -IRA for a number of years. Landform greatly values its relationship with the I -IRA, as well as its reputation as a leader in land use planning and engineering. Landform's stock in trade is its professional reputation. As such, Landform is understandably dismayed that an unidentified individual has sought to disparage not only Landform, but a valued client and their contractual practices. Nonetheless, Landform is very confident that neither it nor the I -IRA have abridged any law of this state. FACTUAL BACKGROUND Landform is a party to a "Purchase Of Services Agreement" with the I-IRA dated April 1, 2011, pursuant to which Landform provides "development management services" (the "Contract "). Pursuant to the Contract, the services to be performed by Landform are those described in the Proposal dated April 1, 2011 (the "Proposal "), and include project organization, communication and reporting, development - related activities, planning and engineering services, feasibility study, and marketing of development concepts. The services under the Contract are to be performed from April 1. 201 1 through March 31, 2013. The Contract provides that Land form is to receive "Administrative Compensation," "Incentive Compensation." and "Additional Compensation." The administrative compensation is earned for preforming various development- related tasks, entirely unrelated to the sale of any real estate. With respect to the incentive compensation, Landform has agreed to "solicit the interest of various prospective end- users, to include individual entities, corporations, developers, andfor development partners. Landform will coordinate with the development community, and assist in the evaluation, consideration, negotiations, and deal structuring of any disposition of land within the development area." (Proposal p. 7 (emphasis added)) Incentive compensation is calculated based on a percentage (2 %) of the total capital cost of the end use (development) of the parcel of property sold or developed. 1-2-ctn Anderson Lakes Parkway, Eden Prairie, MN 55344 Phone: 612-548-1604 Fax: 952 - 314 -9616 www.capstonelawnin.com