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City of RoseviHe Resolution No. 10461 Resolution Relating to the Breaeh of Contraet between the City of Roseville and Twin Lakes LLC WHEREAS, the City of Roseville, Minnesota, (the "City") has entered into that certain CONTRACT FOR PRIVATE REDEVELOPMENT (the "Contract") with Roseville Twin lakes, llC (the "Redeveloper") executed September 9, 2005, which is incorporated herein by reference; and WHEREAS, the Redeveloper has by written notification informed the City that the Redeveloper is terminating the Contract pursuant to its letter to the City of November 27, 2006, a copy of which is attached hereto, and moreover has now made a demand of the City for the return of the Redeveloper's letter of credit by letter from the Redeveloper's attorney dated December 13, 2006, a copy of which is also attached; and WHEREAS, pursuant to the Contract the City has commenced condemnation at the request of the Redeveloper of certain parcels necessary for completion of the Contract; and WHEREAS, litigation commenced by the Friends of Twin lakes has resulted in a Court determination that precludes the Contract from being completed; and WHEREAS, the two above-referenced communications from the Redeveloper constitute an anticipatory breadl as well as an actual breach of the Contract; NOW THEREFORE BE IT RESOLVED BY THE CITY OF ROSEVlllE AS FOllOWS: 1. That the City hereby determine in the exercise of its reasonable judgment that the Redeveloper's communications of November 27, 2006, and December 13, 2006, constitute an anticipatory and actual breach of the Contract between the City and the Redeveloper and further constitute an Event of Default under S 8.1 of the Contract. 2. That the Event of Default referenced in Paragraph 1 herein is not reasonably susceptible to being cured within any cure period set forth in Article VIII of the Contract. 3. That the staff of the City is hereby authorized and directed to draw upon the entirety of that certain irrevocable letter of credit No. 3089537 dated March 31, 2006 from North American Banking Company, a copy of which is attached hereto, and deliver to said bank a draft substantially in the form attached hereto. 4. That the staff and the appropriate attorneys representing the City are hereby authorized and directed to discontinue and terminate the condemnations previously commenced by the City pursuant to the Contract and to further take such actions as are necessary and appropriate to negotiate and/or litigate all discontinuance costs related to such condemnation as well as completing any relocation claims pending or hereafter filed which relate to such condemnation. 5. City staff and appropriate attorneys for the City are hereby authorized and directed to take such other and further actions necessary and convenient to effectuate the terms of this Resolution and to enforce any and all obligations of the Redeveloper under the Contract, and to protect all interests of the City of Roseville.