|
DRAFT 10.15.2007
<br />
<br />
<br />320252v2 SJR MU205-38 (for now)
<br />4
<br />12. Notice or demand or other communication between or among the parties shall be
<br />sufficiently given if sent by mail, postage prepaid, return receipt requested or delivered personally:
<br />
<br /> (a) As to City: City of Mounds View
<br />Mounds View Economic Development Authority
<br />2401 Highway 10
<br />Mounds View, MN 55112
<br /> Attn: City Clerk-Administrator
<br />
<br /> (b) As to Developer: Master: Engineering, Real Estate & Construction
<br /> 125 West Broadway Avenue
<br />Minneapolis, MN 55401
<br />
<br /> 13. This Agreement may be executed simultaneously in any number of counterparts, all
<br />of which shall constitute one and the same instrument.
<br />
<br /> 14. This Agreement shall be governed by and construed in accordance with the laws of
<br />the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be
<br />heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any
<br />objection to the jurisdiction of these courts, whether based on convenience or otherwise.
<br />
<br /> 15. The Developer hereby agrees to protect, defend and hold the City and its officers,
<br />elected and appointed officials, employees, administrators, commissioners, agents, and
<br />representatives harmless from and indemnified against any and all loss, cost, fines, charges, damage
<br />and expenses, including, without limitation, reasonable attorneys’ fees, consultants’ and expert
<br />witness fees, and travel associated therewith, due to claims or demands of any kind whatsoever
<br />(including those based on strict liability) arising out of (i) the development, marketing, sale or
<br />leasing of all or any part of the Property, including, without limitation, any claims for any lien
<br />imposed by law for services, labor or materials furnished to or for the benefit of the Property, or (ii)
<br />any claim by the state of Minnesota or the Minnesota Pollution Control Agency or any other person
<br />pertaining to the violation by Developer of any permits, orders, decrees or demands made by said
<br />persons or with regard to the presence of any pollutant, contaminant or hazardous waste on the
<br />Property; and (iii) or by reason of the execution of this Agreement or the performance of this
<br />Agreement. The Developer, and the Developer’s successors or assigns, agree to protect, defend and
<br />save the City, and its officers, agents, and employees, harmless from all such claims, demands,
<br />damages, and causes of action and the costs, disbursements, and expenses of defending the same,
<br />including but not limited to, attorneys fees, consulting engineering services, and other technical,
<br />administrative or professional assistance related to this agreement. This indemnity shall be
<br />continuing and shall survive the performance, termination or cancellation of this Agreement.
<br />Nothing in this Agreement shall be construed as a limitation of or waiver by City of any immunities,
<br />defenses, or other limitations on liability to which City is entitled by law, including but not limited
<br />to the maximum monetary limits on liability established by Minnesota Statutes, Chapter 466, or
<br />otherwise.
<br />
|