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<br />ARDEN HILLS CITY COUNCIL WORK SESSION - FEBRUARY 26, 2007 <br /> <br />3 <br /> <br />Councilmember Grant stated that to take on a project of this magnitude was a risk to the City, <br />given that is the reason. He indicted it should not surprise CRR that the City did not want to be <br />held liable. <br /> <br />City Administrator Wolfe stated no one anticipated the GSA's position that CRR would find <br />themselves in a position to fulfill an agreement they are not a party to. <br /> <br />City Attorney Comodeca stated the intent was to add language that the City would not take title <br />to it until it is ready to transfer to the developer. He said he was not sure it impacted CRR's <br />dilemma in this case. <br /> <br />Councilmember Grant said regardless of the scenario, it is a risky situation. <br /> <br />City Attorney Filla stated CRR tried to add language that was not comfortable to them. <br /> <br />Mayor Harpstead said to eliminate "hold City harmless" says the developer would have no <br />recourse to request the earnest money from the City. <br /> <br />A discussion on protecting the City and some conditions as to when CRR would get their money <br />back arose. <br /> <br />Councilmember Holmes mentioned she assumed the government wants this to go through as <br />does everyone else. <br /> <br />City Attorney Comodeca indicated that if the City defaults and GSA keeps the earnest money, the <br />City is at risk of being sued by CRR under the terms ofthe Funding and Guaranty Agreement. <br /> <br />City Attorney Bubul stated this is true if the City tells GSA it would walk away. <br /> <br />Mayor Harpstead asked if there is ever a time where CRR could sue the City on the lost <br />opportunity. <br /> <br />City Attorney Bubul replied no. <br /> <br />City Attorney Filla pointed out, under Paragraph 5( c), Offer to Purchase, there are three <br />opportunities for the City to rescind. He stated that if at any time during the process and before <br />closing, information which is received by the City allows it to conclude that it cannot <br />economically develop the property pursuant to the framework plan, it can rescind. <br /> <br />City Attorney Comodeca stated that is correct. <br /> <br />City Attorney Filla pointed out, under Paragraph 10, the City or CRR had to come to the <br />conclusion there is a reason for rescission under the offer to purchase. He indicated this clearly <br />states the earnest money is returned to CRR. He stated if GSA disagrees, the burden should fall <br />on CRR. <br /> <br />City Attorney Comodeca replied it would. <br />