02-12-07 Item 7B, Preliminary Development AGreement for Funding and Guaranty for TCAAP

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(ii) The Developer provides written notice to the City explaining why Deve]oper may not want to proceed with the Development and the grounds that exist for the City's rescission or tennination of the OTP (the "lnitia] Developer Notice"); and (iii) No sooner than sixty (60) days after the date of delivery of the Initial Developer Notice and at least thirty (30) days before the designated date of rescission or termination, the Developer may, in its sole discretion, provide written notice to the City directing City to rescind or terminate the OTP (the "Deve]oper Rescission Notice"). Within such 30-day period, the City shall 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 Deve]oper Rescission Notice, and such rescission or termination shall be effective as of the date designated in the Developer Rescission Notice. (iii) Notwithstanding Section 1O(b)(ii) and (iii) to the contrary, if the Covenant Deferra] Request has been signed by the Governor of the State of Minnesota and the EPA Administrator, then Developer shall provide written notice to the City at least two (2) business days before the designated effective date of rescission or termination, which notice explains the grounds for rescission or termination of the OTP (the "CDR Rescission Notice"), Within two (2) business days after receipt of Deve]oper's notice, the City shall 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 Developer's notice, and such rescission or termination shall be effective as of the date designated in the CDR Rescission Notice. (c) In the event (i) of rescission or termination of the OTP initiated by either the City or Developer under paragraphs (a) or (b) of this Section] 0, (ii) of rescission or termination of the OTP by GSA under the terms of the OTP, including but not limited to Section 5(d) thereof; or (iii) the City is otherwise entitled to receive or does receive a refund of all or any portion of the earnest money from the GSA pursuant to the terms of the OTP, then the Developer is entitled to such refund of all or any portion of the earnest money. In the event the City receives a refund of all or any portion of the earnest money from the GSA, regardless of the circumstances, the City agrees to promptly remit such refund after its receipt to Developer without interest. If the City fails to wire transfer the earnest money which it receives from the GSA to the Deve]oper at an account designated by the Developer within five (5) business days following the City's receipt of such earnest money from the GSA, then the City shall reimburse the Developer for all of its out-of- pocket costs incurred in collecting the earnest money, including reasonable attorneys fees. (d) Ifany of the events described in Section 10(c) occur, the City shall collect all earnest money due to the City pursuant to the terms of the OTP, subject to the following (i) the Developer shall decide what actions shall be taken to collect the earnest money, (ii) the City shall retain the attorneys and consultants requested by Developer to collect the earnest money, (iii) the Deve]oper shall participate in all aspects of such actions to collect the earnest money, (iv) no resolution of any dispute with regard to the earnest money shall be agreed upon without the written consent of the Deve]oper, (v) upon the City's collection of any earnest money paid under the OTP, such earnest money shall be promptly paid to the Developer as provided in Section 10(c) and (vi) the City shall fully cooperate with the Developer in pursuing the collection ofthe earnest money. Developer shall pay all of the out-of-pocket expenses incurred by the City in taking actions to collect the earnest money, so long as such actions are pursuant to the written direction of the Developer. I]