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EXHIBIT C <br />INDEMNIFICATION LETTER OF AGREEMENT <br />The Mayor of the City of Shakopee <br />and Members of the City Council <br />City of Shakopee <br />129 Holmes St. South <br />Shakopee, MN 55379 <br />RE: Application of for Private Activity Bond Financing by the City of Shakopee <br />Dear Mayor and Members of the City Council: <br />This letter of agreement is given by a under the laws of <br />Minnesota ( "Applicant ") as required by the City of Shakopee, Minnesota in connection with its <br />consideration of an application for private activity bond financing for the project described in the <br />application. <br />Applicant agrees as follows: <br />1. Applicant agrees to pay or reimburse the City for any and all costs and expenses which the City may <br />incur in connection with its consideration of the project and the granting of bond financing therefor, <br />whether or not the project is preliminarily approved by the City, whether or not the project is <br />approved by the State of Minnesota, if necessary, whether or not revenue bond financing is finally <br />approved by the City, and whether or not the bonds are issued and sold. <br />2. Applicant agrees to indemnify and hold the City, its officers, employees and agents harmless against <br />any and all losses, claims, damages, expenses or liabilities, including attorneys fees incurred in their <br />defense, to which the City, its officers, employees and agents may become subject in connection with <br />the City's consideration, issuance or sale of the bonds for Applicant's project and the carrying out of <br />the transactions contemplated by this agreement and any resolutions adopted, or agreements executed <br />by the City in connection with the issuance of its bonds for this project. <br />3. Applicant hereby releases the City, its officers, agents and employees from any claims, causes of <br />action, losses, damages, or liabilities which it may have against the City, its officers, agents, and <br />employees or which it may incur in connection with: the City's consideration of the application for <br />industrial development revenue bond financing for Applicant's project; the failure of the City, in its <br />discretion, to issue bonds for Applicant's project; the issuance and sale of the bonds; the construction <br />of the project; or any other matter or thing of any type or nature whatsoever which may arise in <br />connection with the foregoing. <br />4. Applicant is aware of the City's application and administrative fee structure for bonds and agrees and <br />covenants that all such fees will be paid in the amount and at the times required. <br />Dated:APPLICANT NAME] <br />By <br />Its <br />Page 14