02-26-2003 Council Agenda - Laserfiche WebLink

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RIGHT OF ENTRY AGREEMENT FOR COMMERCIAL PHASE THIS AGREEMENT ( "Agreement ") is made and entered into as of this day of February, 2003, by and between the Economic Development Authority of the City of Little Canada, a body corporate and public established under Minnesota Statutes Ch. 469 (the "EDA "), the City of Little Canada, a municipal corporation under the laws of Minnesota (the "City "), and Sherman Associates, Inc., a Minnesota corporation (the "Developer "). A. The EDA is the owner of the real property depicted on Exhibit A attached hereto and labeled as "EDA Property" and the City is the owner of the real property depicted on Exhibit A attached hereto and labeled as "City Property". The EDA and the City are sometimes referred to herein collectively as the "City" and the EDA Property and the City Property is referred to herein collectively as the "Property". B. The Developer and the EDA are negotiating a Development Agreement and Purchase Agreement (collectively, the "Development Agreement ") pursuant to which the EDA would convey the Property to the Developer and the Developer would agree to construct certain improvements on the Property. C. The Developer desires to enter onto the Property for purposes of conducting such tests and inspections as Developer may deem necessary or advisable, including soil tests, environmental audits, architectural and engineering surveys, and contractor inspections (the "Permitted Activities "). D. The City has agreed to allow Developer to enter onto the Property for the purposes described herein in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants, undertakings, and other consideration set forth in this Agreement, the EDA, the City and Developer hereby agree as follows: 1. Right of Entry. The City hereby grants Developer, its employees, agents and contractors (collectively, the "Developer Authorized Parties ") a license to enter upon the Property to conduct and perform the Permitted Activities. Developer shall be responsible for any and all costs related to the Permitted Activities conducted on the Property. Developer hereby agrees that Developer is proceeding with the Permitted Activities at the Developer's risk without reimbursement or compensation from the City, unless otherwise provided in any Development Agreement that may be entered into between the Developer and the EDA. The City agrees that the Developer Authorized Parties may enter upon the Property to perform the Permitted Activities upon execution of this Agreement and may have access to the Property for such purposes under this Agreement through the earlier of (i) the date of the conveyance of the Property from the EDA to Developer, or (ii) May 31, 2003. 2. Release, Defense and Indemnification Covenants. Developer releases the EDA and the City, and their respective council members, officers, agents, servants and employees (collectively, the "City Parties ") from any claims for loss or damage to property or any injury to or death of any person arising out of or relating to Developer's 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 defend the City Parties from and against