CCP 01-13-2009 (3) - Laserfiche WebLink

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! EXHIBIT J Letter Agreement LETTER OF UNDERSTANDING This Letter of Understanding is made and entered into as of the day of , 2009 by and among MT Properties, Inc., a Minnesota corporation ("MT"), Minnesota Commercial Railway, a Minnesota corporation ("MC") and the City of New Brighton, a Minnesota municipal corporation ("City"). BACKGROUND 1.1. MT, MC and the City are parties to a Letter of Understanding acknowledged by MT, MC and the City on October 8, 7 and 9, 2007, respectively (the "LOU"). 1.2. MT and the City have entered into a purchase and land exchange agreement ("Land Exchange Agreement"), formalizing many of the terms of the LOU. 1.3. The purpose of this Memorandum of Understanding is to address those matters not addressed in the Land Exchange Agreement or matters that will survive closing on the land transfers under the Land Exchange Agreement. 2. UNDERSTANDING 2.1 MT, City and MC acknowledge that there are additional areas of cooperation required in the future, including: 1) construction of a pedestrian bridge and tunnel; 2) relocation of existing side tracks (see attached Exhibit 1); 3) railroad liability protection; and 4) fencing or other mutually acceptable solutions to limit pedestrian access. The parties agree to use their best efforts and negotiate in good faith to address these issues. MT, MC and City acknowledge that this Letter of Understanding is not intended to be, and should not be construed as, a binding legal agreement. The terms outlined herein do not include all of the material terms and conditions which will be required in a definitive agreement with respect to the items identified in this Letter of Understanding. The terms and conditions herein shall be subject to final approval by each of the parties' board of directors or city council. Acknowledged this day of , 2009. CITY OF NEW BRIGHTON Byi Dean Lotter City Manager J-1