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2006-03-09 Legal Letter/AmendmentIbertvi 1 l 5975 Main Avenue N.E. • P.O. Box 9 • Albertville, MN 55301 • (763) 497-3384 -,Fax: (763) 497-3210 Smell Town UMng. 9I2 City Uh. .. March 9, 2006 CWB Albertville Crossing, LLC C/o CWB/KCVG Real Estate Fund I LLC 8900 State Line Road, Suite 333 Leawood, Kansas 66206 , Attn: Jerry White Michele M. McCue Lewis, Rice & Fingersh One Petticoat Lane 1010 Walnut Suite 500 Kansas City, MO 64106 Re: Albertville Crossing Shopping Center Albertville, Minnesota Dear Mr. White and Ms. McCue: The purpose of this letter is to provide to you selected facts believed to be true by City Employees in connection with the Property known as the Albertville Crossing Shopping Center as set forth and legally described on the attached Exhibit A ("Property"). The City of Albertville ("City") affirmatively states that this letter is not an estoppel letter and encourages the addressees of this letter to conduct their own investigation of the Property to ascertain the legal status of any development obligations burdening the Property. The City is in no way guaranteeing or certifying that the information contained in this letter is true, nor does the City waive any rights it may have by virtue of statute, common law, ordinance, or Development Agreement in relation to the Property. The City has not conducted a thorough examination of the buildings and current operations on the development to determine that all aspects of the Developer's Agreements and Conditional Use Permits have been complied with: 1. The City believes the Property is subject to and the City of Albertville is a party to (a) that certain Developer's Planned Unit Development Agreement/Conditional Use Agreement, Albertville Crossing ("AC First Agreement") dated April 30 2002 between the City and Cascade Il Land Company, LLC and to (b) that certain Developer's Planned Unit Development Agreement/Conditional Use Agreement, Albertville Crossing Second 1 Addition ("AC Second Agreement") dated December 31, 2002 between the City and Cascade II Land Company, LLC. The AC First Agreement and AC Second Agreement are referred to collectively herein as the "Developer Agreements". 2. The City believes the Developer Agreements are in full force and effect, the obligations of the parties thereto are valid and binding, and there have been no modifications or additions thereto, written or oral. The City believes that there exist no defaults, events of default, or conditions which with the passage of time or giving of notice would constitute a default, under the Developer Agreements. 4. The City believes that all monetary, performance and other obligations of all developers under the Developer Agreements (including, but not limited to, the Owner) and any other parties (including without limitation, construction of public and private improvements, whether on -site or off -site, and payment of any and all assessments) have been fully performed, paid and satisfied. Dated this 9`" day of March, 2006. Sincerely, 41,41 \ . 4 k4.q_ Larry NKruse City Administrator cc: Jerry Hertel, Albertville 2002, LLC STATE OF MINNESOTA ) )ss. COUNTY OF 1 ) I, a Notary Public in and for the state and county of aforesaid, hereby certify there appeared before me this day of March, 2006, Larry R. Kruse, the City Administrator of the City of Albertville, a Minnesota ipal corporatio 3_icl (bu-0,( '.. 1 ^a, Notary Public TQ4 vIu GEONHAHDT NOTA v f- D-1gINNESOTA My COMM ExP Jan. 31. 2009 0a EXHIBIT A LEGAL DESCRIPTION Parcel I: Lots 1, 2 and 3, Block 1, Albertville Crossing, Wright County, Minnesota. Together with the easements contained in Agreement Concerning Easements and Restrictions, dated April 30, 2002, filed May 3, 2002, as Document Nos. 789448 and 789449. Parcel II: Lot 1, Block 1, Albertville Crossing Second Addition, Wright County, Minnesota. And That part of Lot 2, Block 1, Albertville Crossing Second Addition, Wright County, Minnesota, lying North of the South 148.00 feet of said Lot 2. And The South 148.00 feet of Lot 2, Block 1, Albertville Crossing Second Addition, Wright County, Minnesota. Together with the easements contained in Agreement Concerning Easements and Restrictions, dated April 30, 2002, filed May 3, 2002, as Document No. 789449, as amended by a First Amendment to Agreement Concerning Easements and Restrictions dated September 16, 2002, filed September 24, 2002, as Document No. 808468. 3 -------------------- --------------------- ----------Reserved for Recording Data ----------- ------------- AMENDMENT TO DEVELOPMENT AGREEMENTS THIS AMENDMENT TO DEVELOPMENT AGREEMENTS("Amendment") is made as ofthe day of March, 2006 between THE CITY OF ALBERTVILLE ("City") and ALBERTVILLE 2002, LLC, a Minnesota limited liability company ("A-2002"), whose address is c/o H.J. Development L.L.P., 15600 Wayzata Boulevard, Suite 201, Wayzata, Minnesota 5539E WHEREAS, A-2002 is the owner of that certain property generally known as the Albertville Crossing Shopping Center as set forth and legally described on Exhibit A attached hereto ("Property"). I WHEREAS, the Property and certain other properties are subject to (i) that certain Developer's Planned Unit Development Agreement/Conditional Use Agreement, Albertville Crossing ("AC First Agreement") dated April 30, 2002 between the City and Cascade II Land Company, LLC ("Cascade") and (b) that certain Developer's Planned Unit Development Agreement/Conditional Use Agreement, Albertville Crossing Second Addition ("AC Second Agreement") dated December 31, 2002 between the City and Cascade. The AC First Agreement and AC Second Agreement are referred to collectively herein as the "Developer Agreements". WHEREAS, City and A-2002, as owner of the Property ("Owner"), now desire to amend the - Development Agreement insofar as the same affects the Property as more particularly set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Notwithstanding anything contained in the Development Agreements to the contrary, the City acknowledges and agrees that no violation, breach or default under the Developer Agreements which (i) is not caused by the Owner of the Property (or portion thereof) and (ii) does not impact the operation ofthe Property, and (iii) does not arise from a violation, breach or default physically located on the Property, and (iv) arises entirely out of an action or failure to act after the date of this Amendment, shall be enforced against or otherwise affect Owner or the Property (or any portion thereof) or the rights of the Owner under the Development Agreements (including without limitation, issuance of building permits). This Amendment may be executed in two or more counterparts, and all counterparts so executed shall for all purposes constitute one agreement, binding on all the parties hereto and their successors and assigns, 1 notwithstanding that all parties shall not have executed the same counterpart. The provisions hereof shall run with the land and inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, this Amendment is executed and delivered on behalf of the City and Owner as of the date first written above. F:\LRF\MMM\cwb\albertville\city\amnd.doc CITY OF ALBERTVILLE By: .. r� c, .i .. v► Printed Name: r�a n a 16 Mayor By: r �A Printed Name: 6T tk A-p H IM 11 l kr City Ad i SUM -of - 0, )erR ALBERTVILLE 2 liability coqWny , By; Printed N STATE OF MINNESOTA ) COUNTY OF )ss. ��%) Th forego' g instrument was acknowledged before me this day of t'1�1C�xc:.�'"'1 , 2006, by �i i �','Y l , the Mayor of the City of Albertville 2002, LLC, a Minnesota municipal corporation, on behalf of the city and pursuant to the authority of the City Council Notary Public TORT ANN l.EONHARDT My Commission Expires: NOTARY PUBLIC•MINNEBOTA My Gorcm, E.xP, An. 31, 2009 %01 2 STATE OF MINNESOTA ) )ss. COUNTY OF C_ChM ) T fore, oing instrument was acknowledged before i e this day of I I latch2006, by '�} ('' , as City ,4 of the City of Albertville 2002, LLC, a Minnesotalnunicipal corporation, on behalf of the city and pursuant to the authority of the City Council. TORI ANN LEONHARDT Notary Public NOTARY PUBLIC-MINNESOTA '!• MY m• . Jsn. 31, 2U09 My Commission Expires: AAA. STATE OF MINNESOTA ) SS. COUNTY OF HENNEPIN ) The foregoi g instrument was acknowledged before me this `aay ofC, , 2006, by lL� the of Albertville 2002, L:LC,J Minnesota limited liability company, on behalf of said 1 mited liability company. Notary Pub c My Commission Expires: iU�1tJ 3 2 KELLY M LIENKE E40 NOTARY PUBLIC - MINNESOTA My Commission Expires Jan. 31, 2008 EXHIBIT A LEGAL DESCRIPTION Parcel I: Lots 1, 2 and 3, Block 1, Albertville Crossing, Wright County, Minnesota. Together with the easements contained in Agreement Concerning Easements and Restrictions, dated April 30, 2002, filed May 3, 2002, as Document Nos. 789448 and 789449. jl ParcellI: Lot 1, Block 1, Albertville Crossing Second Addition, Wright County, Minnesota. And That part of Lot 2, Block 1, Albertville Crossing Second Addition, Wright County, Minnesota, lying North of the South 148.00 feet of said Lot 2. And The South 148.00 feet of Lot 2, Block 1, Albertville Crossing Second Addition, Wright County, Minnesota. Together with the easements contained in Agreement Concerning Easements and Restrictions, dated April 30, 2002, filed May 3, 2002, as Document No. 789449, as amended by a First Amendment to Agreement Concerning Easements and Restrictions dated September 16, 2002, filed September 24, 2002, as Document No. 808468. CITY OF ALBERTVILLE 3/10/2006WRIGHT COUNTY RECORDER S # 1 22610 $46.00 E 101-41000-300 Record Dev agrement Albertville LLC $0.00 $46.00 -----------------------------------------------------Reserved for Recording Data ---------------------------------------------------- AMENDMENT TO DEVELOPMENT AGREEMENTS THIS AMENDMENT TO DEVELOPMENT AGREEMENTS("Amendment") is made as ofthe "day of March, 2006 between THE CITY OF ALBERTVILLE ("City") and ALBERTVILLE 2002, LLC, a Minnesota limited liability company ("A-2002"), whose address is c/o H.J. Development L.L.P., 15600 Wayzata Boulevard, Suite 201, Wayzata, Minnesota 55391. WHEREAS, A-2002 is the owner of that certain property generally known as the Albertville Crossing Shopping Center as set forth and legally described on Exhibit A attached hereto ("Property"). WHEREAS, the Property and certain other properties are subject to (i) that certain Developer's Planned Unit Development Agreement/Conditional Use Agreement, Albertville Crossing ("AC First Agreement") dated April 30, 200:ebetween the City and Cascade II Land Company, LLC ("Cascade") and (b) that certain Developer's Planned Unit Development Agreement/Conditional Use Agreement, Albertville Crossing Second Addition ("AC Second Agreement") dated December 31, 2002 between the City and Cascade. The AC First Agreement and AC Second Agreement are referred to collectively herein as the "Developer Agreements". *- ReoapfA-eA ots Po, I $q y 4 1 WHEREAS, City and A-2002, as owner of the Property ("Owner"), now desire to amend the Development Agreement insofar as the same affects the Property as more particularly set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Notwithstanding anything contained in the Development Agreements to the contrary, the City acknowledges and agrees that no violation, breach or default under the Developer Agreements which (i) is not caused by the Owner of the Property (or portion thereof) and (ii) does not impact the operation ofthe Property, and (iii) does not arise from a violation, breach or default physically located on the Property, and (iv) arises entirely out of an action or failure to act after the date of this Amendment, shall be enforced against or otherwise affect Owner or the Property (or any portion thereof) or the rights of the Owner under the Development Agreements (including without limitation, issuance of building permits). This Amendment may be executed in two or more counterparts, and all counterparts so executed shall for all purposes constitute one agreement, binding on all the parties hereto and their successors and assigns, notwithstanding that all parties shall not have executed the same counterpart. The provisions hereof shall run with the land and inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, this Amendment is executed and delivered on behalf of the City and Owner as of the date first written above. F:\LRF\MMM\cwb\albertville\city\amnd.doc CITY OF ALBERTVILLE Printed Name:A « l cl t' Mayor � r By: Printed Name: i ctGt Ivl� i t�� City Adisirste>- �:� e ALBERTVILLE 200 LLC, innesota li rt liability co Wny � Byr Printed Na.4(e: 60-►' STATE OF MINNESOTA ) L )SS. COUNTY OF Th foreg ' g Instrument was acknowledged before me this day of �`1Q,r'e,� , 2006, by �0 ye' ae mn , the Mayor of the City of Albertville 2002, LLC, a Minnesota municipal corporation, on behalf of the city and pursuant to the authority of the City Council. TORT ANN LEONHARDT NOTARY PUBI..IC-MINNESOTA ,tee My Comm. Exp. Jan. 31, 2009 3fr� ajwltm�aw Notary Public ( / My Commission Expires: `1 31 STATE OF MINNESOTA ) )ss. COUNTY OF V ih�) Th foregoing instrument was acknowledged before lTe this � day offt)a Irch, 2006, by i as City rilisrMtot of the City of Albertville 2002, LLC, a Minnesot unicipal corporation, on behalf of the city and pursuant to the authority of the City Council. TORI ANN LEONHARDT NOTARY PUBL.pc-M1NNESOTA ,,�.. MY COMM. Exp, Jan. 31, 2009 STATE OF MINNESOTA SS. COUNTY OF HENNEPIN l Notary Public My Commission Expires: 3 Q� T e foregoi g instrument was acknowledged before me thisay of 2006, by lv the _' _ of Albertville 2002, LLC,(d Minnesota limited liability company, on behalf of said 1 mited liability company. Notary Pub c My Commission Expires:Ctplt� 3 i -- --------- KELLY M LIENKE NOTARY PUBIic • MMIN7 A My Commissinr+ Expires Jen1, 2a06 �e ra��• b:; . 'b'V 0.p-}.j ?) ,, '• VA; � , e �©t,��c, � ct� A-�t n� lb� tA-o� \`) `mom LEGAL DESCRIPTION Parcel I: Lots 1, 2 and 3, Block 1, Albertville Crossing, Wright County, Minnesota. Together with the easements contained in Agreement Concerning Easements and Restrictions, dated April 30, 2002, filed May 3, 2002, as Document Nos. 789448 and 789449. Parcel I1: Lot 1, Block 1, Albertville Crossing Second Addition, Wright County, Minnesota. And That part of Lot 2, Block 1, Albertville Crossing Second Addition, Wright County, Minnesota, lying North of the South 148.00 feet of said Lot 2. And The South 148.00 feet of Lot 2, Block 1, Albertville Crossing Second Addition, Wright County, Minnesota. Together with the easements contained in Agreement Concerning Easements and Restrictions, dated April 30, 2002, filed May 3, 2002, as Document No. 789449, as amended by a First Amendment to Agreement Concerning Easements and Restrictions dated September 16, 2002, filed September 24, 2002, as Document No. 808468.