06/16/99 Querna/Transfer of Property to Kalispell Investment GroupKEITH D. BROWN (WA, ID)
ANTHONY E. GRABICKI (WA, ID)
PETER J. GRABICKI IWA, 10, Tx)
ROBERT P. HAILEY (WA, ID, CA)
TIMOTHY C. KRSUL (WA, 10)
DAVID A. KULISCH (WA, CA)
MICHAEL J. MYERS (WA, IDl
DONALD K. OUERNA (WA, 101
CAROLE L. ROLANDO (WA)
DOUGLAS J. SIDDOWAY (WA, -, NY)
LAUREL H. SIDDOWAY (WA, ID, NY]
MICHAEL L. WOLFE (WA, CA)
VIA FACSIMILE
June 16, 1999
Mr. Glen Neier
City Attorney
City of Kalispell
P. O. Box 1997
Kalispell, Montana 59903
RANDALL & DANSKIN, P.S.
ATTORNEYS AND COUNSELORS
ISOO SEAFIRST FINANCIAL CENTER
501 WEST RIVERSIDE AVENUE
SPOKANE, WASHINGTON 99201-0653
TELEPHONE (SO9) 747-2052
TELECOPIER 1S09) 624-2528
Re: Rosauers Supermarkets, Inc.
Transfer of Property to Kalispell Investment
Group, L.L.C.
Our File No. 16399
Dear Glen:
C. D. RANDALL (1885-1967)
F. B. DANSKIN (1889-1971)
A. A. LUNOIN (1914-1976)
G. L. KIMER (1918-1965)
PAUL J. ALLISON (WA1
ROBERT T. CARTER (WA, 10, OR)
OF COUNSEL
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 of Kalispell and RSI, L.L.C., a Washington 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 from the City of
Kalispell, as reflected in Section 8.1 of the Development Agreement, we contemplated that an
investment group organized by Kiemle & Hagood would purchase Rosauers' interest as the sole
member of RSI, L.L.C., 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
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 8.1 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:
1. 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 Rosauers.
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 full force and effect,
notwithstanding the change in the identity of the Developer from RSI, L.L.C. to
Kalispell Investment Group, L.L.C., by its signature below, Rosauers
Supermarkets, Inc. agrees to guarantee the obligations of Kalispell Investment
Group, L.L.C. under the Development Agreement.
By its signature below, Kiemle & Hagood Company hereby warrants and
represents to the City of Kalispell that Kiemle &Hagood 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.
Donald K. Querna
DKQ:k
cc: Rosauers Supermarkets, Inc.
F AUSERSU 63991NEIER. ! LT
Mr. Glen Neier
June 16, 1999
Page 3
APPROVED AND ACCEPTED:
KIEMLE & HAGOOD COMPANY
Title'
ROSAUERS SUPERMARKETS, INC.
By
Title
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