2006-02-27 Executed Draft Stipulation and Settlement
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WILKERSON &: HEGNA
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WILKERSON & HEGNA, P .L.L.P.
ONE CORPORATE CENTER m, SUITE 300
7300 MBTRO BOULEVARD
EDINA, MINNESOTA 55439-2302
TELEPHONE: (952) 897-1707
FAX: (952) 897-3534
FAX TRANSMITTAL COVER SHEET
Please deliver the following pages:
TO:
Michael C. Courl
Fax Number: (763) 497-2599
COMPANY: Couri, MacArthur & Ruppe. P.L.L.P.
FROM:
Kyle J. Hegna
DATE:
February 27, 2006
SENT BY: Jill M. Lindsey
File No. 23760
Total number of pages including this page: 10
MESSAGE:
CONFIDEN1'IALITY NOTICE: The document(s) ac:coutlBnying this fax contain confidmlial information which is
legally privile;ed. The infonnaIion is inteDded only for the use of the intended recipient named. above. If you are
not the i.oIeJJdl".d recipient, you are hereby notified that any discloSure, copying, distribution or the taking of any
action in reliance on the COJlliIltS of this teleco-pied information except its direct delivery n the intended recipiem
muned above is strictly ptdn'bired. If you have received this fax in errOl'. please notify us immediately by telepkl11e
to arrange for the return of dE original docUments to us.
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02/27/2006 16:41 FAX 952 897 3534
WILKERSON &: HEGNA
WILKERSON & HEGNA, P.L.L.P.
A. PROFE.SSIONAL J,.IMITEO Ul\9n.rrY PAR'fNEllSHlP
I ATl'ORNEYSA1'LAW
I
I ()loI1i CORPORATE CENtER J1~ SUJTE 300
I 7300 M2T1l0 BOULEVARD
I :eOINA, MN SS439-2302
TELEPHONE 9S1-897-17crt
FAX 952-897.3534
JiMAIL: KHEGNA@WlLKERSONHBONA.COM
~S;,
GAR'" C. WILKERSON, P./..
IO'LE S. 1mGNJ\. P.A.
JIiFtl'REY W. JACOBS
CHl\R.LBSW, AiNDT
lQUSTIN R. SANK.Ovm
LISA M, "SHt.lSY
OU& fILE NO. 23760
~ATJ:;;
J()ANN K. 8l!RG
JILL M. LlNDSSY
JOAN N. YOUNG
CAROLe A. BUlltNAT
HOLI.. Y L.1'BSIllR.
l February 27, 2006
VIA FACSIMILE ((763) 497- I 99) AND U.S. MAIL
Michael C. Couri I
Couri, MacArthur & Ruppe, P .lJ.L.P.
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705 Centtal Avenue East I'
P.O. Box 369
Sl Michael, MN S5376~369 I
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RE: CITY 0", ALBERTVILLE, MINNESOTA V5.
EDINA DEVELOPMENT CORPORATION
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Dear Mike: 1 .
Enclosed please find a coW of the executed draft Stipulation and Settlement Agreement. I am
sony about the signed draft copy, but that was the only copy I had in my possession when I met with
Rick Lewandowski off site and kway from any computers or fax machines. The one attachment I need
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to include is in paragraph 8. My understanding was we were going to seek a variance for all affected
wetland areas. Therefore, I ~I having Exhibit B prepared to reflect those areas in some kind of color
coded fonnat.
As to the payment, we beli iVe that once the City signs the Agreement and returns it to me that it
will be funded within a few da)fS.
Thank you for your help in bsolving this matter.
Sincerely,
WILKI-iRSON & HEGNA, P.L.L.P.
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K ll! ~ Hegna
KJH/jml
Enclosure
cc: Rick Lewandowski
M:\KJH\23760 Edina Development. Ci" of Albenvillc\23760 Courl Cotr(8).doc
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STATE OF MINNESOTA
COUNTY OF WRIGHT
DISTRICT COURT
TENTH JUDICIAL DISTRICT
Court File No. C9-05-2481
City of AlberMl1e, a :DII.1Jlicipal
corporation nnder the laws of
the State ofMim1esota,
Plainti~
v.
Edina Development CoJporation. Inc.,
Defendant
STIPULATION AND SE'ITLEMENT AGREEMENT
This Stipulation and Settlement Agreement ('IAgreement'') is made by and between
the City of Albertville (''City''), Plaintiff, and Edina Development Corporation Inc.,
eEdina"), Defendant (collectively the "Partiesl'). The Parties have agreed to the following
stipulation and to dismiss without prejudice to any party the following lawsuit currently
pending in Wright County District Court: Court File No.C9-0S-248 1.
WHEREAS, The City commenced a legal action against Edina alleging. among
other things, breach of contract relating to various Development AgreeInents between the
City and Edina wherein Edina developed certain real property within the City; and
WHEREAS, Edina has denied the allegations in Albertville's Complaint and
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contends Albertville has no procedural or substantive basis to make the claims alleged;
WHEREAS, the parties recogpize that they will incur substantial legal fees and
costs associated with protracted litigation; and
WHEREAS, the parties desire to settle this lawsuit in order to avoid the
costs and risks associated with protl'acted litigation.
The Parties hereby stipulate and agree that:
1. Upon the execution of this Agreement, Edina authorizes the City to withhold
building pennits on the following lots: Lot 3. Block 1; Lot 1, Block 2; Lot 1, Block
6; Lot 2, Block 7; Lot 19. Block 7; and Lot 23, Block 7, until such time as Edina
pays the City $328,000.00 via certified check as a monetary settlement of the
above entitled litigation. The City may record a notice on the deed records of these
six lots at 1b.e Wright County Recorder's Office indicating that building permits
will not be issued on those lots until the conditions of this Agreement have been
met. Edina shall pay the City said $328,000.00 no later thau 45 days from the date
of this Agreement Upon the execution of this Agreement the City shall not
withhold building permits. upon proper application, for all lots in Albert Villas 6th
Addition except those listed above, based on the alleged current defaults of Edina
that are the subject of this agreement. The City specifically does not waive its
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contractual rights to withhold building permits for any future or reinstated defaults
by Edina of the terms and conditions oftbe City of Albertville Conditional
UselPlanned Unit Development Agreement Albert Villas Sixth Addition dated
May 30, 2003.
2. Upon the City's receipt of pa~ent from Edina identified in paragraph one of this
Agreement. the City shall deem cured the current alleged defaults of Edina
pursuant to all of the various Development Agreements and Zoning Application,
any and all interest and attorneys fees and any and all defaults, fees and/or costs
associated with the trail along Swamp Lake, which are the subject of this litigation,
as they relate to the obligation of Edina to compensate the City for all of its costs
and expenses incurred in relation to the creation, administration, enforcement and
execution of the Development Contracts and the related plats.
3. The City hereby deems cured the ~ alleged default of Edina pursuant to. the
various Development Agreements. which are the subject of this litigation, as they
relate to the water, pon.din& and wetland related restrictions. Further, the City
deems cured any and all claims for interest and attorneys fees related to said
C\1l'J,'eJ1t alleged default The City specifically does not waive its contractual rights
related to any future default by Edina.
4. The City hereby deems cured the current alleged default of Edina pW'SlUUrt to the
City of Albertville Conditional UselPlanned Unit Development Agreement Albert
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Villas Sixth Addition dated May 30, 2003, as it relates to the construCtion of a
bitulniDous trial on Defendant's property. The City may or may not choose to
constrUCt said trail along Swamp Lake, but in no event shall Edina be required to
construct said trail.
S. The City will suspend \Ultil June 15, 2006 BdiDa's current alleged defaults
pursuant to the various Development Agreements, which are the subject of this
litigation, related to the construction items that are identified in the SEH letter
dated December 6, 2005 and attached as Exhibit A to this agree:m.ent Edina shall
complete the cons1IUCtion items identified on said Exln"bit A by JUIle 15, 2006
subject to approval by the City, which will not be unreasonably withheld. In the
event that Edina fails to cotnplete the construction items identified on Exhibit A by
June 15, 2006 the City will have the option to reinstate said alleged defaults for
failure to complete said construction. items and seek any remedy available to it
pursuant to said various Development Agreements. If Edina satisfactorily
completes said COnst.mc1iOD items by June IS, 2006 the alleged defaults related to
said items shall be deemed cured.
6- Edina shall make good faith efforts to diligently correct and finish the construction-
related items listed in paragraph 5 above by June 15, 2006.
7_ Edina hereby deems cured the current alleged breach of contraCt claim against the
City and waives any claim. of dalnages against the City for 1he City.s alleged breach
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of the various Development Agreements, which are the subject oftbis litigation.
8. The City agrees to consider in good faith a variance from the 30-foot wetland buffer
strip and stmcture setback (as contained in City Code Section SOOO.5B) to reduce the
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buffer strip end structure setback to 12 feet on the following lots located in tile
AlbertVmas~Additimfplat ~ ~ [JJ,}f g. The City
initiate the processing of such variance within 30 days of the execution of this
Agreem.ent. Edina shall not be required 10 submit such a variance application. In
the ewnt the City grants the variance, Edina shall relocate the wetland markers
from their present location at the 30-foot buffer mark to the 12-foot buffer mark.
The City agrees to waive all fees associated with obtaining the variances.
9. Performance of this Agreement by the City and Edina is contingent upon the City
granting the variances specified in paragraph 8 above, except that the perfonnance
of the requirements of paragraph one above shall occur immediately and such
performance of paragraph one shall terminate only upon the failure of Edina to pay
the required $328.000.00 to the City within the prescribed period or upon this
Agreement becoming null and void under the temls of this paragraph. If the City
fails to timely grant such variances, this Agreement shall be null and void at the
option of Edina, prol'ided Edina. notifies the City Atlministrator of the election of
such option within 14 days oftbe City's failure to grant such variances. In the
event the variance is not granted, the City shall return the $328,000 to Edina within
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m>k.~a . Settlement Aaree~ent Edj~~rStt 5.doo
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14 days of the written notice and the lots described in paragraph one above which
Edina authorized the withholding of building permits shall no longer be subject to
withholding of building permits solely under the authority of this Agreement. In
such event, the City shall pay Edina the actual interest earned by the City on said
$328,000.00.
10. This Agreement is intended to resolve the current controversy between the Parties
but is not intended to affect in any way the continued validity of the various
Development Agreements (except as to the limitation on the Cityts ability to
declare a default for the cons1mction-related ite.rDs as set out in paragraph 5
above). which are the subject of this litiaation and. said Development Agreements
are to remain in full force and effect.
11. In entering into this Agreement, the City and Edina all represent that they have
been represented by independent legal counsel. that they have read the terms of
this Agreement, and that those tams are fully understood and voluntarily accepted
by them. The parties ftnther aflinnative1y represent that they have voluntarily
entered into this Agreement and that there are no representations made by the City
and Edina, or their attomeyss agents or other representatives which are not
expressly set forth in this Agreement.
12. It is specifically understood that, by reason of entering into this Agreement, no
party admits liability of any sort and that soch parties have made no representations
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as to the extent of damages and/or injuries or the liability issues previously raised.
It is further specifically understood and agreed that this Agreement shall not be
constnled as an admission of liability on the part of the parties, or by anyone else,
liability having, at all times, been denied.
13. This Agreement may be executed in any number of counteIpa11:S, all of which shall
c.;onstitute a smg1e agreement.
14. This Agreement contains the entire Agreement between the Parties hereto. The
terms oftbis Agreement are contractual and not mere recitals- This Agreement may
not be modified or changed, except by writings signed by the Parties hereto. This
Agreement shall be construed in accordance with and governed by the laws of the
State ofMiDnesota.
15. The parties hereby authorize their respective a.ttomeys to execute a Stipulation of
Dismissal.. which shall be filed with the Wright County District Court requesting that
the Court order this Lawsuit be dismissed without prejudice to either party and
without costs and disbursements to any party.
Date: 1'''''/7 '
PLAINTIFF
C?~~
Mayor? Glc-+ \' ~
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