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3.08. Notices and Demands. Any notice, demand, or other communication under this Agreement by
<br />either party to the other shall be sufficiently given or delivered if it is dispatched by registered or
<br />certified mail, postage prepaid, return receipt requested, or delivered personally:
<br />
<br />(a) as to the Developer: BUILD TO SUIT, INC.
<br />1805 State Street, Suite 101
<br />Bettendorf, IA 52722
<br />
<br /> (b) as to the City: City of Mounds View
<br />2401 County Road 10
<br />Mounds View, MN 55112
<br />Attn: City Administrator
<br />
<br />or at such other address with respect to either such party as that party may, from time to time,
<br />designate in writing and forward to the other as provided in this section 3.08.
<br />
<br />3.09. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this
<br />Agreement nor any act by the City or the Developer shall be deemed or construed by the Developer
<br />or by any third person to create any relationship of third-party beneficiary, principal and agent,
<br />limited or general partner, or joint venture between the City and the Developer.
<br />
<br />3.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which
<br />shall constitute one and the same instrument.
<br />
<br />3.11. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance
<br />with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this
<br />Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this
<br />Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or
<br />otherwise.
<br />
<br />3.12. Indemnification. Notwithstanding anything to the contrary in this Agreement, the City, its
<br />officers, agents, and employees shall not be liable or responsible in any manner to the Developer,
<br />Developer’s successors or assigns, the Developer’s contractor or subcontractors, material suppliers,
<br />laborers, or to any other person or persons for any claim, demand, damage, or cause of action of any
<br />kind or character arising out of or by reason of the execution of this Agreement or the performance
<br />and completion of the Improvements. The Developer, and the Developer’s successors or assigns,
<br />agree to protect, defend and save the City, and its officers, agents, and employees, harmless from all
<br />such claims, demands, damages, and causes of action and the costs, disbursements, and expenses of
<br />defending the same, including but not limited to, attorneys fees, consulting engineering services, and
<br />other technical, administrative or professional assistance. Nothing in this Agreement shall constitute
<br />a waiver or limitation of any immunity or limitation on liability to which the City is entitled under
<br />Minnesota Statutes, Chapter 466, or otherwise.
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