09-22-2003 EDA Packet - Laserfiche WebLink

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ARTICLE III Site Improvement Costs, Financing Section 3.1. Status of Development Property. The Developer has entered into a purchase agreement to acquire the Development Property and will acquire such property. The Authority has no obligation to acquire the Development Property or any portion thereof. Section 3.2. Environmental Conditions. (a) For purposes of this Section, the following terms will have the indicated definitions. "Law or Regulation" means and includes the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or the Federal Superfund Act) as amended by the Superfund Amendments and Reauthorization Act of 1986 ("SARA") 42 U.S.C. §§9601-9675; the Federal Resource Conservation and Recovery Act of 1986 ("RCRA"); the Minnesota Environmental Response and Liability Act ("MERLA") Minnesota Statutes, Chapter 115B; the Clean Water Act 33 U.S.C. §§ 1321 et seq.; the Minnesota Petroleum Tank Release Cleanup Act, Minnesota Statutes, Chapter 115C; the Clean Air Act 42 U.S.C. §§ 7401 et seq.; all as the same may be from time to time amended and any other federal, state, county, municipal, local or other statute, law, ordinance or regulation which may relate to or deal with human health, hazardous substances or materials or the environment including without limitation all pursuant to any such statute, law or ordinance. "Hazardous Substance or Materials" means asbestos, urea formaldehyde, polychlorinated biphenyls, nuclear fuel or materials, chemical waste radioactive materials, explosives, known carcinogens, petroleum products or other dangerous or toxic or hazardous pollutant, contaminant, chemical material or other substance defined as hazardous or as a pollutant or contaminant in, or the release or disposal of which is regulated by, any Law or Regulation. (b) The Developer acknowledges that the Authority makes no representations or warranties as to the condition of the soils or presence or absence of Hazardous Substance or Materials on the Development Property (including without limitation the Development Property) or the fitness of the Development Property for construction of the Minimum Improvements or any other purpose for which the Developer may make use of such property. (c) Without limiting its obligations under Section 8.3 of this Agreement, upon and after Developer's acquisition of the Development Property, the Developer agrees that it will indemnify, defend, and hold harmless the Authority, its governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of Hazardous Wastes and Materials existing on or in the Development Property. Nothing in this section will be construed to limit or affect any limitations on liability of the Authority under State or federal law, including without limitation Minnesota Statutes, Sections 466.04 and 604.02. Section 3.3. Financing of Site Improvement Costs. (a) In order to make development of the Minimum Improvements financially feasible, the Authority will reimburse Developer for a portion of the cost of the Site Improvements constructed in accordance with Article IV hereof. To finance such reimbursement, the Authority shall issue and the Developer shall purchase the Note in the principal amount of $638,400 in substantially the form set forth in the Authorizing Resolution attached as Schedule C. The Authority and the Developer agree that the consideration from the Developer for the purchase of the Note shall consist of the Developer's SJB-237079v2 7 LN 140-81