07-23-2003 Council Agenda - Laserfiche WebLink

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This Agreement and the Development Agreement supersede and replace any prior agreements, either oral or written, and any amendments or modifications to this Agreement must be in writing and executed by both Parties to be effective. In the event of a conflict between the terms of this Agreement and the terms of the Development Agreement, the teiu>is of this Agreement control. 21. Governing Law. This Agreement has been made under the laws of the State of Minnesota and such laws shall control its interpretation. 22. Right of Entry. After the date of this Agreement, Buyer and its employees, agents and independent contractors shall have the right to enter the Property during normal business hours and upon reasonable prior notice to Seller to inspect the same, perform surveys, environmental assessments, soil and other tests and for other investigations and activities consistent with the purposes of this Agreement. Buyer shall restore any damage to the Property caused by such inspection and shall indemnify and hold Seller harmless from all liabilities incurred by Seller and arising out of any such entry, except that Buyer shall not have any obligation in respect of any hazardous materials about the Property. The foregoing indemnity shall survive termination of this Agreement. 23. Business Subsidy. Minnesota Statutes, Section 1167.993 through 116J.995 (the "Business Subsidy Law ") applies to the Development Agreement and this Agreement. After a public hearing for which notice was published, the City of Little Canada and the Seller have adopted criteria for awarding business subsidies that comply with the Business Subsidy Law, and Seller has approved this agreement as a subsidy agreement under the Business Subsidy Law. (a) To satisfy the provisions of the Business Subsidy Law, Buyer acknowledges and agrees that the amount of the "Business Subsidy" granted to Buyer under this agreement is $ , which represents the difference between the price Seller paid for the Property and the Purchase Price. Buyer represents to Seller that the Business Subsidy is necessary because Buyer's acquisition of the Property and construction of the Minimum Improvements thereon would not be feasible for Buyer to undertake without the Business Subsidy. The public purpose of the Business Subsidy is to encourage the redevelopment of the Property. Buyer agrees that if Buyer buys the Property it will meet the following goals (the "Goals "): it will create at least -0- full -time jobs in connection with the development and subsequent operation of the Property at an hourly wage of at least $ N/A per hour within N/A years from the date Buyer first acquires title to a portion of the Development Property. (b) If Buyer acquires title to any portion of the Property, but does not meet the Goals, Buyer must repay all or a part of the Business Subsidy to Seller, plus interest ( "Interest ") set at the implicit price deflator defined in Minnesota Statute Section 275.70, subdivision 2, accruing from and after the date Seller conveys the Property to Buyer. If Buyer meets the Goals in part, Buyer must repay a portion of the Business Subsidy, plus interest, determined by multiplying the Business Subsidy by a fraction, the numerator of which is the number ofjobs in the Goals that were not created at the wage level set forth above and the denominator of which is N/A , i.e., the number ofjobs set forth in the Goals. (c) Buyer agrees: 1455685v2 n -10-