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him is that the equity calls were to be mandatory equity calls to assure the funds would come in. He asked about the language for a personal guarantee Mr. Bray stated that is contained in the development agreement exhibits. Commissioner Elvig asked about the agreement with F&C for a personal guarantee and if they would agree to improve the equity raises or performance guarantees. He also asked if there was a way to guarantee the equity puts via performance milestones. Mr. Bray stated in terms of the guarantees, there are two notes in favor of the HRA and each is subject to a different guarantee, one by the construction entity and the other by F&C. He described the terms of the notes and development agreement. Commissioner Elvig asked about a performance guarantee, such as a $2 million letter of credit that could be used if they don't complete build out or can't get bank financing. Chairperson McGlone indicated the Right of Reverter addresses some of those issues. Commissioner Elvig noted under those terms the HRA would have to wait until the bank is done. Mr. Bray explained if the HRA exercises the Right of Reverter, the bank would have to buy out the HRA and take over. He indicated a performance guarantee such as a letter of credit would be a new concept in the deal. Chairperson McGlone stated he has no desire to renegotiate at this 11th hour on things the HRA should have covered earlier. Commissioner Ramsey believed the HRA had anticipated a lot of these issues and recalled comments were made that even with a "scorched earth" scenario, which is very slim, the HRA will still have a building that pays taxes. Commissioner Tossey noted the comment was made that the items Mr. Bray has presented were no different since September, which is a concern for him and why he voted against it. He agreed there are no real guarantees to get the HRA's money back. He stated if there is a "scorched earth" scenario, they why did the City agree and build a $4 million ramp. Chairperson McGlone stated before he got elected, the prior Council sought out a grant to fund a parking ramp. He stated he had voted to build the parking ramp because the City already had the money and because of the train aspect. Commissioner Tossey suggested the train was never going to fill that many parking spots in the ramp. He believed the parking ramp was built for one thing, to have 150 dedicated spaces for F&C. Commissioner Tossey stated he never supported the ramp because the apartment was not yet built. Housing and Redevelopment Authority / February 28, 2012 Page 4 of 8