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ARDEN HILLS CITY COUNCIL - MARCH 12, 2007 10 the earnest money or if the City intentionally defaults, RRLD would like to have the opportnnity to take the City to court if necessary. Councilmember Holden stated that since the last interim development has lapsed, the City has tried over and over again to engage RRLD and the statement that the City wouldn't assist RRLD is insulting. Mr. Collins stated that he doesn't see that it would happen, but in the very rare case that the City doesn't do what RRLD recommends, RRLD would like to have the means to collect the earnest money. Chuck Diessner, Legal Counsel for RRLD, stated that he and Mr. Bubul have met many times to discuss the contract. In section 12, if there is a reason for termination, RRLD has only three remedies. The document is written to limit RRLD's remedies and it is written to absolve the City so RRLD will not be able to recover the earnest money. RRLD is putting down 2.5 million dollars earnest money and RRLD has no control over the money. The City has control of the money. Councilmember Holmes stated that if the GSA decides not to return the money, it is a risk RRLD should take. Mr. Diesner stated that RRLD cannot take action against GSA since the contract is with the City, and therefore the City should agree to assist in recovering the earnest money. Mayor Harpstead stated that the City and RRLD should be able to build a relationship so the scenarios stated don't happen. Mr. Collins stated that ifRRLD makes an error, they expect to absorb the risk and responsibility. But RRLD doesn't have any recourse because they don't have the contract with the GSA. RRLD is only asking for the same consideration that the City is getting for protection. Couucilmember Holden asked for a definition of joint risk. Mr. Collins stated that RRLD would bear the cost of litigation. The only cost to the City would be involvement of City staff. The City and RRLD would jointly try to demonstrate that the money should be returned. Mr. Bubul stated that this discussion has pointed out the difficulties the agreement has encountered. RRLD has a strong interest in protecting the earnest money and the City has a strong interest in being sure the City does not have any liability to the earnest money. Mayor Harpstead asked what between now and closing could initiate the GSA declaring a default. Mr. Bubul replied that he wasn't the best person to answer that; Attorney Mike. Comodeca would be better suited to respond. Mayor Harpstead said the question should probably be posed to Mike Comodeca. Councilmember McClung asked about Section C on page 8. What would be the difficulty of striking "and the current list of consultants". Mr. Bubul said there would be nothing wrong with that if the Council felt it was necessary. The City owns the list and with ten days notice the City can make changes to the list.