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Developer's exercise of its rights or performance of its obligations under this Agreement. Developer agrees to defend the City Parties from and against any claims including, but not limited to, claims for loss or damage to property, claims for any injury to or death of any person, mechanic's lien claims or claims or enforcement actions under any environmental state, law or regulation, arising out of or relating to Developer's or Developer's agents or employees presence on the Property pursuant to this Agreement or Developer's exercise of its rights or performance of its obligations under this Agreement. Developer agrees to indemnify the City Parties from any liability, cost or expense arising out of or relating to Developer's presence on the Property pursuant to the terms of this Agreement or Developer's exercise of its right or performance of its obligations under this Agreement, except for liability, cost or expenses arising out of the City Parties' negligence or intentional misconduct. 3. Liens. Developer shall not permit any mechanics', materialmens' or other liens to stand against the Property or any part thereof for work or materials furnished to Developer in connection with the right of entry granted pursuant to this Agreement and Developer agrees to indemnify, defend and hold harmless the City Parties from and against the same. 4. Insurance. The Developer must provide the City with a certificate of insurance evidencing that Developer has obtained and is maintaining occurrence based comprehensive general liability insurance (including contractual liability insurance) insuring against claims for death, bodily injury and property damage in coverage amounts not less that $1,000,000 per occurrence and $3,000,000 in aggregate pursuant to a policy or policies which name the City as additional insured party. 5. Restoration. If the City has not conveyed the Property to the Developer on or before December 31, 2003, the Developer must fill any holes or excavations, compact the fill, grade the Property to a consistent grade based on adjoining properties with said grading to be approved by the City prior to the commencement of any restoration activity, and seed the Property in accordance with any requirements imposed by the Washington /Ramsey Watershed District. The restoration activities described in this Section shall be completed by May 31, 2004. 6. Governing Law. The parties agree that the interpretation and construction of this Agreement shall be governed by the laws of the State of Minnesota. 7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8. Termination. This Agreement terminates upon the City's conveyance of the Property to the Developer or, if the Property is not conveyed to the Developer on or before December 31, 2003, upon the Developer's completion of the restoration activities described in Section 5, except for the provisions of Section 2 which shall survive termination of this Agreement with respect to claims, liabilities, costs or expenses arising out of or relating or circumstances occurring prior to the termination of this Agreement. 9. Developer Acknowledgements. It is hereby acknowledged by Developer that this Agreement conveys no other rights or remedies relating to Developer's existing default of the Agreement dated July 28, 1999 except as expressly noted herein and City is not waiving any rights or remedies that exist of said default. Developer further acknowledges that land use and - 2 0 -