3.1.D ERMUSR 09-13-2011 - Laserfiche WebLink

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,` ~. ~~ ~~fi~~~= I z i4$"' August 5, 2011 To Each of the "Participants" Under the Brookings -Twin Cities Development Project Agreements: RE: Notice and Confirmation of Adjustments to Election Shares Under Brookings - Twin Cities Development Project Agreements This letter is to explain and confirm adjustments to the "Election Shares" that the various "Participants" under the CMMPA's Brookings -Twin Cities Development Project Agreements ("Development Agreements") have agreed to make, effective as of the start of construction of the Brookings Project. The results of these adjustments are shown in Attachment A to this letter (which is enclosed in duplicate form). We request that you promptly review and confirm the information in Attachment A by signing, dating, and returning, no later than September 15, 2011, three copies of Attachment A to formally acknowledge that Attachment A accurately reflects the Election Share adjustments to which all of the Participants have agreed. By way of explanation, we note that there are two factors that simultaneously affect the Participants' Election Shares. Not all Participants are affected proportionally - thaC is, some Participants are more affected than others. The first factor is CMMPA's election to increase its level of participation in the Brookings Project from 2.2% to 3.6%. The other Brookings Owners have agreed to permit CMMPA to increase its participation level, but, as soon as "upstream" agreements are executed, CMMPA must "true up" its contributions to Brookings development costs so that CMMPA's total contribution to development costs will be as if CMMPA had been participating at 3.6% from the outset of the development process. The second factor is the City of Delano's withdrawal from the Participant group. Fortunately, six of the other Participants have been able to enter into an agreement with Delano to collectively acquire Delano's Election Share. This will result in an increase to each of these "acquiring cities"' Election Shares, as compared to their previous allocations. Their collective increases offset the decrease to Delano's Election Share (to zero). Therefore Delano's withdrawal affects the Election Shares of only those six Participants that are voluntarily taking on portions of Delano's Election Share. As you may recall from our discussions and the electronic vote taken in June 2011, CMMPA and the Partcipa_n+.s tnnk a fleK;hle approach to adjusting the Participants' Election Shares to reflect the increase in CMMPA's level of participation in the Brookings Project from 2.2% to 3.6%.