03-12-07 Item 8A, Preliminary Development Agreement for TCAAP

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(i) The City determines that the grounds exist for rescission or termination under the terms of the OTP; and (ii) This Agreement expires or the City has terminated this Agreement pursuant to Section 12(a)(i) hereof prior to the execution of an MDA. If the foregoing conditions are satisfied, the City may deliver to GSA a notice of rescission or termination of the OTP effective upon receipt thereof by GSA. (b) The Developer may require that the City either (in the City's sole discretion) repay to Developer the amount of the earnest money the Developer has paid to the City ( the "Developer Earnest Money") or terminate the OTP pursuant to the terms thereof, including, but not limited to Section 5, under the following terms and conditions: (i) The Developer must determine that the grounds exist for rescission or termination under the terms of the OTP; and (ii) The Developer must provide written notice to the City explaining why Developer may not want to proceed with the Development and the grounds that exist for the City's rescission or termination of the OTP (the "Initial Developer Notice"), and then allow the City sixty (60) days after receipt of the Initial Developer Notice to take any of the actions described in clause (v) ofthis paragraph (b). (iii) At the end of the 60-day period following the City's receipt of the Initial Developer Notice, the Developer may, in its sole discretion, provide written notice to the City (the "Second Developer Notice") directing the City to select one of the following options in the City's sole discretion: (I) Within thirty (30) days after receipt of the Second Developer Notice, pay the Developer Earnest Money to the Developer by wire transfer of funds to such account as designated by the Developer, or (2) Within thirty (30) days after receipt of the Second Developer Notice, forward to GSA and others as required by the OTP, the City's notice of rescission or termination of the OTP for the reasons stated in the Initial Developer Notice and/or Second Developer Notice, and such rescission or termination shall be effective as of the date designated in the Second Developer Notice. The City must perform option (I) or (2) by the end of the 30-day period following the City's receipt of the Second Developer Notice. (iv) Notwithstanding Section I O(b )(i),(ii) and (iii) to the contrary, if the Covenant Deferral Request has been signed by the Governor of the State of Minnesota and the EP A Administrator either before or after the Developer initiates action under this Section I O(b), then Developer shall only need to provide written notice to the City at least three (3) business days before the designated effective date of repayment of Developer Earnest Money or rescission or termination, which notice explains the grounds for rescission II