06/21/99 Querna/Transfer of PropertyVD/ 'Ll."Ve vu, Zi "UUUU UZ4 Z*Z,3 KtDVALL&DAMKIA
4 001 /004
RANDALL & DANSIMi, P-S
1500 Seafirst Finmcial Centex
Spokane, Washingtou M01-0653
Phow: (509) 7472052
Facsimile: (509) 624-2528
FACSBUE MMSAGE - - PLEASE DELIVER PROMPT
TO: Glen Neier
FAX NO.;
406
758
7758
PHONE NO-:
406
758
7700
FROM: MtQuerna
REGARDING; Rosauers Transaction
DOCUMENT: Letter to Meier
TOTALNUMER
OF PAGES: 4
MIESSAGE:
DATE.- 6/21/99
TE\4E-.
CONMENTIALITY NOTICE: TEe docament(s) accompanying ties facsimile twsudssion contain(s)
confidential Wormation Wonging to the sender wfd& is legally privileged. The infdo=tion is inwnded only for due
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Telephone Number for Verification of Transmission: (509) 747-2052
Telecopier Telephone Numbers: (509) 624-2528
06/21/99 09:27 '0509 624 2528 RANDALL&DANSKIN
Q092/004
.ErTH O. DROWN IWA. I.?
ANTHONY C. ORNSICKI 1—. 10,
PETER J. ORABICKI vw^. 1b, TXI
RQBV-RT P. HAILEtY IWA. IV, CAI
T 1140THY C . WIQ--UL. MA. 1-1
DAYM A. KVL.I!;C" IWA. r-I
MiC4AXIL J. MyrQS IWA. IC)
IPONAL13 K. GUERNA MA, SP;
CAROLE L. ROLANOO IINAI
DOVOLAS J. SIDPOWAY IWA. 19, —1
LAURPL H. SiornowAv IWA. 1., —1
tl]CH-EL L. WQIPL (WA, 0^i
VIA FACSIMILE
June 160 1999
Mr, Glen Neier
City Attorney
City of Kalispell
P. 0. Box 1997
Kalispell, Montana 59903
RAN GALL & MANSKiN, P.5.
ATT01R.'4MY5 ANO COVNSELORUP
r�QO 5EAFJR96T FINANCIAL CENTCA
IM101 WEST RIWIMPSIME AVENUE
SROKANE, WASHINt3TON 99201-06S3
'I'12-LEPHONEZ 4SOD. 7+7'2052
TMLI=Cd)IIER MCI%) 4&9—tt529k
Re: Rosauers Supermarkets, Inc.
Transfer of Property to Kalispell Investment
Group, L.L.C.
Our File, No. 16399
Dear Glen:
C. M. PANDALL ilnag.1967)
V, 15 9))%NSMN 0009-tg7l)
LUNE)iN UW4-19701
AIMER 110IS-10015Y
PAUL, J. I—i
ROMER- T, CARTER MIA. 19, 6.1,
a- rou"69'.
I enjoyed chatting with you on Tuesday, June 8, and I was not at all surprised to learn that your
life, -remains hectic.
As you requested, I am writing with respect to Section 8.1 of the Development Agreement dated
December 24, 1997, between the City ofKalispell and RSI, L.L.C., a Washirip'ton limited
liability company.
As Jerry Hagood has advised you, he is in the process of establishing an investment group to
develop a new Rosauers Supermarket on Lot 2 of the Daley Field Subdivision. At the time we
worked on the transaction by which RSI, L.L.C. acquired that real property fiam the City of
Kalispell, as reflected in Section 8.1 of the Developm-cur Agreement, we, contemplated that all
investin.ent group organized by Kiemle & Hagood would purchase Rosa=-s' interest as the sole
member of RSI, L.L.0 , and thereby gain control of the real property.
However, in order to simplify the securities issues attendant to the formation of the investment
group, subject to the approval of the City of Kalispell, Kiemle & Hagood would prefer to
proceed slightly differently. It has established a new limited liability company, the name of
which is Kalispell Investment Group, L.L.C., and would propose that RSI, L.L.C. sell its interest
in the property to Kalispell investment Group, L.L.C., which will thereafter build the grocery
VO." A: I/ W31 Ulf Zb 1UDVV UZ4 Z095 MANVALL&DAINMLN tO 003/004
Mr. Glen Neier
June 16, 1999
Page 2
store for lease to Rosauers. Even though the transaction form is slightly different than that
described in Section S. I of the Development Agreement, substantively the outcome of the
transaction is identical.
With that preface, and consistent with our telephone conversation, I hereby confirm to you that:
On Friday, June 4, 1999, Rosauers Supermarkets, Inc. entered into a Lease with
Kalispell Investment Group, L.L.C., by which Kalispell Investment Group, L.L.C.
agreed to purchase the property from RSI, L.L.C., subject to the approval of the
transaction form by the City of Kalispell, and thereafter develop a grocery store
on the property for long-term lease to Rosauem
2. By its signature on the Development Agreement, Rosauers Supermarkets, Inc.
guaranteed all obligations of the Developer to the City of Kalispell. In order to
assure the City of Kalispell that such guarantee remains in all. force and effect,
notwithstanding the change in the identity of the Developer from RSI, L.LC. to
Kalispell Investment Group,, L.L.C,, by its signature below, Rosauers
Supermarkets, Inc. agrees to guarantee tlae obligations of Kalispell Investment
Group, L.L.C. under the Development Agmement.
3. By its signature below, Kierale &- Hagood Company hereby warrants and
represents to the City of Kalispell that Kiemle Magood Company, or one or
more of the principals thereof, is and shall remain in control of Kalispell
Investment Group, L.L.C. at least until completion of the project as certified by
the City of Kalispell.
Glen, I hope this is the information you need but, if you need more, please call and I will try and
provide that additional information.
Very truly yours,
RANDALL & DANSKIN, P.S.
�-Lto I^- ---
)Donald K. Querna
DKQ:k
cc: Rosauers Supermarkets, Inc.
F-.%U5ER9%1 6399NEIML?
05/21/99 09,25
%Y509 524 2525
FUNVALL&DAN SK I N
ig 004/004
Mr. Glea Meier
June 16,1999
Pap 3
APPROVED AND ACCEPTED:
KIEMLE & HAGOOD COYIPANTY
Title arcs dam'
ROSAUERS SUPERMARKETS, INC.
WINTR41 W,-Ar*Mlg
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Dated
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Dated