The extended limbo in which the City of Rochester has found itself over the Sibley building -- unable to collect on a huge outstanding debt, unwilling to foreclose on a massive, underused building -- has made City Council members gun-shy. They say they want to make sure the city doesn't fall into the same trap twice.

Mayor Tom Richards, who sees the Sibley building as a lynchpin to the redevelopment of downtown, this week announced an agreement to sell the Sibley building for $5 million to a company created by the Boston-based Winn Development. Winn plans to overhaul the building for retail, offices, and housing in the Sibley tower.

But at a meeting on Thursday, Council members -- who must sign off on the deal -- said the proposal is overly complex and seems to give too much discretion to the mayor. The deal would allow the mayor to adjust the interest rate and "other terms and conditions" of an outstanding $3.1-million loan that Winn has agreed to take responsibility for.

"I need a roadmap," Council member Carolee Conklin said. "This is very convoluted."

Conklin said she won't support the deal unless the wording is changed. She also asked for a clearer explanation of the financing.

The agreement also includes a 20-year tax-abatement agreement, pending approval by COMIDA.

That the building would be sold to a company formed by Winn -- and not Winn itself -- raised warning signs for some Council members. The building is currently owned by Rochwil Associates, a limited liability corporation formed by Wilmorite. Rochwil owes the city more than $20 million, but has no resources to pay that debt, Mayor Richards says.

That explanation doesn't sit well with many members of the public, who cite Wilmorite's deep pockets. But the debt belongs to Rochwil and not Wilmorite, which seems to have little interest in the building or the debt. Richards and previous mayors have also resisted calls to foreclose on Sibley, saying the city doesn't want responsibility for the massive building.

Yesterday, Council members said they want to make sure the city isn't walking into a similar situation if the Winn company can't make a go of the building.

"I absolutely support the preservation and maintenance of the Sibley building, but we're the safeguard," Council member Conklin said. "We need to be fiscally responsible on this."