7C, Notice of rescission under the OTP to GSA and acceptance of RRLD's termination of the PDA

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\Y/\Y/W. RYAN C01tI PAN I ES.COIvI Received MA~ - 4: 2099 fA Irden Hi". · City 0 ~ RYAN COMPANIES US, INC. 50 South Tenth Street, Suite 300 Minneapolis, MN 55403-2012 IYANe / 612-492-4000 tel 612-492-3000 fax BUILDING LASTING RELATIONSHIPS May 1, 2009 Mr. Ron Moorse City Administrator City of Arden Hills 1245 West Highway 96 Arden Hills, MN 55112 RE: NOTICE OF TERMINATION OF PRELIMINARY.DEVELOPMENT AGREEMENT Dear Mr. Moorse: The City of Arden Hills , ~ Minnesota municipal. coq>oration (the "City"), and RRLD, ILC, a Delaware limited liability company, previously entered into a Preliminary Development Agreement dated March 30, 2007 as amended by First Amendment to Preliminary Develo.pment A~eement dated April 30. 2007 and Second Amendment to Preliminary Development' Agreement da."ted - March 10, 2008 (together, the "Agreement") with !espect to acquisition .an~ red~velopment of a po:rtion ,of. the Tw41. Cities Army . . ~ . Ammunition Plant (the "TCAAP Site>>) in the City. The Agteeme~t concerns the Po.rtio.n o.fthe TCAAP Sit~ described in Exhibit A to the Agreement '(the "Development PropertY''), whi~h property was expected to J:>e acquired by the City from the United States of America acting by and through ~e General Services Administration (the ~~'GSA") pursuant to the terms of an Offer to Purchase between the City and the GSA dated August 1,) 20~6 as amended by letter amendments thereto dated August 11, 2006, No~ember 15, 2006, and February 12, 2007, and additio~al amendments entered into from time to time (together, the cCOlP"). By this letter, Ryan Companies US, Inc., as Manager of RRLD, LLC (the "Developer") notifies the City of its decision to terminate the Agreement, in accordance with the terms of Section 10 (b) or the Agreement. This letter shall serve as the "Initial Deve~oper Notice" as provided in Section 10 (b) (ll) of the Agreement. In accordance with Section 10 (b) (i) of the Agreement, the Developer has determined that grounds exist for the rescissi~n or terminaf;ion under the tenns of the OTP. In accordance with Section 10 (b) (ii) of the Agreement, the Developer has determined, based on its environmental findings, that the direct and indirect costs of enviro~ehtal remediation of the Development Property render the project economically infeasible in a~cordance ~th Section 5 (c) of the. OTP. In addition, according to OTP Section 5(e), as amended by the 8th Amendment'.to the OTP, the City has the right to rescind the Olp if the City and the GSA do not reach agreement on the".Purchase Price Credit (with the excepti~n of the credit for the cost of environmental insw:ance) by May 15. 2009. As all parties to. the transactionackno.wledged in ow: Washingto.n D.C.nieeting on April 22, 2009, it is not feasible to reach agree'ment on, the Purchase P#ce C~edit by ~.ay 15, 2009. . The p'rovisions. ~f Section 10 (b) of the Agte~ment allow the City sixtY (60) days after receipt of the lniti'a! Developer Notice to take any of the actions described in clause (v) of Section 10 (b). Such clause (v) provides that the City may in its sole discretion negotiate with: (1) the Developer to avoid the Second Developer AI UCENSE ROC095t46, CA UCfNSE 800760, OR UC€NSE CC8155932