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BRIGGS <br />cussimmaincei <br />January 10, 2014 <br />VIA E -MAIL AND U.S. MAIL <br />Kurt Ulrich <br />City Administrator <br />Ramsey Municipal Center <br />7550 Sunwood Drive <br />Ramsey, MN 55303 <br />Dear Kurt: <br />2200 IDS Center <br />80 South 8th Street <br />Minneapolis MN 55402 -2157 <br />tel 612.977.8400 <br />fax 612.977.8650 <br />Thomas L. Bray <br />(612) 977-8285 <br />tbray @briggs.com <br />Re: City of Ramsey Dispute with Landform Professional Services, LLC <br />Regarding "Carryover" Incentive Compensation Payments Under the 2011 <br />Purchase of Services Agreement <br />This letter is a follow up to our telephone conversation yesterday regarding the <br />obligations of The Housing and Redevelopment Authority in and for the City of Ramsey, <br />Minnesota (the "HRA "). Under that certain Purchase of Services Agreement between the HRA <br />and Landform Professional Services, LLC ( "Landform ") which Landform and the HRA <br />executed, respectively, on March 31, 2011 and April 1, 2011. Specifically, we discussed the <br />potential interaction between the HRA's obligations under the Purchase of Services Agreement <br />and the HRA's potential obligations under a listing agreement which the HRA may consider <br />entering into with CBRE. <br />As we discussed, the HRA remains bound by certain terms of the Purchase of Services <br />Agreement which obligate the HRA to pay Landform certain incentive -based compensation, if <br />the HRA and a third party enter into a purchase agreement, land exchange agreement, lease, <br />option agreement or development agreement for one or more parcels of land that are part of the <br />140 acres that the HRA owns in the Ramsey Town Center Subdivision at any time on or before <br />June 30, 2014. The amount of the incentive compensation payment is determined pursuant to the <br />terms of the Purchase of Services Agreement and is generally calculated as 2% of the total <br />capital costs of the development including the net land sale price paid to the HRA, the pro forma <br />building value, the site improvement cost and development soft costs such as engineering, <br />planning, architecture, legal fees and other costs. <br />5914258v1 <br />Briggs and Morgan, Professional Association <br />Minneapolis I St. Paul I wwwbriggscom <br />Member - Lex Mundi, a Global Association of Independent Law Firms <br />