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<br />vA <br /> <br /> <br />MEMORANDUM <br /> <br />Item I.A <br /> <br />DATE: <br /> <br />August 10, 2009 <br /> <br />TO: <br /> <br />Mayor and City Council <br /> <br />FROM: <br /> <br />Ron Moorse, City Administrator <br /> <br />SUBJECT: <br /> <br />TCAAP Escrow Agreement <br /> <br />Back2:round <br /> <br />When the Offer to Purchase (OTP) with the Army/GSA related to the TCAAP property was <br />rescinded, the GSA refunded the earnest money to the City. This earnest money was to be <br />returned to the City's development partner, RRLD. The City is currently holding a portion of the <br />earnest money as an offset to unpaid reimbursable expenditures. The City Attorney has <br />recommended that the funds related to these unpaid expenses be placed into an escrow account <br />while the City and RRLD resolve objections RRLD has regarding the reimbursable expenses. <br />The proposed escrow agreement is attached. <br /> <br />The Council, at its July 27, 2009 regular meeting, tabled action on the TCAAP Escrow <br />agreement to the August 10, 2009 regular meeting to enable the City Attorney to address a <br />number of questions and concerns regarding how the agreement relates to the Preliminary <br />Development Agreement the City had with RRLD, particularly the dispute resolution process. <br />In discussing these questions and concerns with the City's attorneys, they recommended that the <br />best way to address these concerns was to amend the escrow agreement to specifically indicate <br />that the City and RRLD agree that Section 23 of the PDA, which sets out the dispute resolution <br />process, survives termination of the PDA, and that nothing in this Escrow Agreement modifies <br />the dispute resolution process described in this section of the PDA. The attached escrow <br />agreement reflects that revision. An additional revision to the escrow agreement allows for <br />portions of the funds in the escrow account to be released as they are resolved between the City <br />and RRLD. <br /> <br />The City's attorneys will attend the TCAAP work session to address any additional questions to <br />enable the Council to approve the escrow agreement at the August 10 Council meeting. <br /> <br />\ \Metro- inet\ardenhills\Admin \Council\Agendas & Packet Information \2009\08-10-09 TCAAP W orksession \Packet <br />Information\RCA TCAAP Escrow agreement A w s 8-10-09.doc <br />