02-26-07-WS - Laserfiche WebLink

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ARDEN HILLS CITY COUNCIL WORK SESSION - FEBRUARY 26, 2007 2 A discussion ensued on the definition of a master developer. City Attorney Bubul stated that from a City perspective, it wants a master developer to make the process easier. He indicated the negotiating position is the same no mater what term is used. City Administrator Wolfe stated it is not so much the term used, but being assured that this is the only developer the City is dealing with for the duration of the contract. Councilmember Grant said it has always been important to the developer to put the term master developer status in the contract; however, it might be premature at this point. Councilmember McClung stated he felt it was appropriate for the MDA. Mayor Harpstead stated he would like to add a sentence on Page 10, Section 10(d): "If after the concerted efforts of the City and the developer, the City is unable to collect earnest money... the developer will hold the City harmless. . . " City Attorney Bubul stated it would be a great sentence to add and has been in previous drafts. He indicated, relative to the no liability issue, CRR wants language that if the City defaults, the City is obligated to pay the earnest money back to CRR. He stated he objected to this. He indicated that, in his judgment, when looking at the language it is hard to see where CRR would have a claim against the City. City Attorney Bubul said it is a better compromise by leaving the City liability out, as CRR would want their language back in. He stated the City would be in the middle, but CRR would direct all the actions. Given this, it is inconceivable that CRR could sue the City if they do not get their money from the GSA. City Attorney Filla stated CRR, pursuant to Section lOB, must give the City, a written explanation of the reason for rescinding and therefore a return of the earnest money. If there is a valid reason for rescission, the GSA has no legal basis for retaining the earnest money. Councilmember Holden replied it would be cheaper to pay them off than to fight if CRR chose to sue. City Attorney Filla replied that if the City must sue the GSA, the City can recover its costs from CRR. Councilmember Holmes indicated she believed everything is silent, so they would be able to sue the City any way. She mentioned she thinks the language about the earnest money should be added. City Attorney Filla added that he felt the sentence is too dangerous and he believes this is drafted as good as it could be. Councilmember Holmes asked what if it were non negotiable.