08-22-2001 Council Agenda - Laserfiche WebLink

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1316916v1 8.4. Condemnation. {+}[f an entity with the power of eminent domain other than the City commences or threatens to commence proceedings to acquire all or any portion of the Development Property through the exercise of the power of eminent domain, the Developer must notify the City within five Business Days of the date the Developer obtains actual knowledge that the condemning authority has commenced or is threatening to commence such eminent domain proceedings. If an entity with the power of eminent domain other than the City acquires all of the Project through the exercise of the power of eminent domain, the Developer must use the Condemnation Award, less any portion of the Condemnation Award the Developer is required to pay to a First Mortgagee, to pay the City an amount equal to the present value of the City's reasonable estimate of Tax Increments the City would have received from the Development Property between the date of the taking and the Termination Date or enter into an agreement with the City for the construction of a new project within the Tax Increment District having a minimum market value equal to or greater than the minimum market value established for the Project under the terms of the Assessment Agreement. If an entity with the power of eminent domain other than the City acquires a part of the Development Property, the Developer must either elect, by written notice to the City, to have the provisions of this Section 8.3 which apply to a taking of all of the Development Property apply or enter into an amendment to the Assessment Agreement with the City which confirms that the Assessment Agreement will continue in full force and effect (without modification of the Minimum Market Value) with respect to the portion of the Development Property the Developer retains. 8.5. Release and Indemnification Covenants. (a) The Developer releases the City and its respective members, officers, agents, servants and employees thereof (hereinafter, for purposes of this Section 8.5, the "Indemnified Parties ") from and agrees to defend, indemnify and hold harmless the Indemnified Parties from and against, any claims for loss or damage to property or any injury to or death of any person occurring at or about the Development Property; resulting from any defect in the Development Property or resulting from the construction, installation, ownership and operation of the Minimum Improvements, from and after the date the City conveys the Development Property to the Developer. (b) Section 13 of the Purchase Agreement sets forth the Developer's obligation to pay to the City or to pay to RAB, L.L.C., at the direction of the City, up to $ 527,000.00 which is intended to compensate RAB, L.L.C. for certain improvements RAB, L.L.C. has allegedly made to the Development Property and sets forth the City's obligation to defend, indemnify and hold harmless Developer from and against any claims by RAB, L.L.C. for amounts in excess of 5 527,000.00 arising out of or relating to the alleged improvements. The provisions of Section 13 of the Purchase Agreement are incorporated herein by reference. 9. MORTGAGE FINANCING. Page 58