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RJV-184370v2
<br />MU210-48 14
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<br />Section 7.1. Indemnification. The Developer hereby agrees to protect, defend and hold
<br />the City and its officers, elected and appointed officials, employees, administrators,
<br />commissioners, agents, and representatives harmless from and indemnified against any and all
<br />loss, cost, fines, charges, damage and expenses, including, without limitation, reasonable
<br />attorneys’ fees, consultants’ and expert witness fees, and travel associated therewith, due to
<br />claims or demands of any kind whatsoever (including those based on strict liability) arising out
<br />of (i) exchange of Parcels A and B, or (ii) the design, construction, reconstruction, maintenance,
<br />repair, marketing, sales or leasing of all or any part of Parcel A, including, without limitation,
<br />any claims for any lien imposed by law for services, labor or materials furnished to or for the
<br />benefit of the Property and/or the Improvements, or (iii) any claim by the State of Minnesota or
<br />the Minnesota Pollution Control Agency or any other person pertaining to the violation of any
<br />permits, orders, decrees or demands made by said persons or with regard to the presence of any
<br />pollutant, contaminant or hazardous waste on Parcel B. The Developer shall defend against all
<br />such claims and demands at its cost and with attorneys acceptable to the City. This indemnity
<br />shall be continuing and shall survive the delivery of the Quit Claim Deeds for the Properties,
<br />shall survive the execution and delivery of the Certificate of Completion for all of the
<br />Improvements, and shall survive termination or cancellation of this Agreement.
<br />Notwithstanding the foregoing, the Developer shall not be liable for or be required to indemnify
<br />against liability caused by any intentional act of the City. Nothing in this Agreement shall be
<br />construed as a waiver or modification of immunity or limitation on liability to which the City is
<br />entitled pursuant to Minn. Stat. § 466, or otherwise.
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<br /> Section 7.2. Conflict of Interests: Representatives Not Individually Liable. The City and
<br />the Developer, to the best of their respective knowledge, represent and agree that no member,
<br />official, or employee of the City shall have any personal interest, direct or indirect, in this
<br />Agreement, nor shall any such member, official, or employee participate in any decision relating
<br />to this Agreement which affects his or her personal interests or the interests of any corporation,
<br />partnership, or association in which he or she is directly or indirectly interested. No member,
<br />official, or employee of the City shall be personally liable to the Developer, or any successor in
<br />interest, in the event of any default or breach by the City, or for any amount which may become
<br />due to the Developer or successor or on any obligations under the terms of this Agreement.
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<br /> Section 7.3. Non-Discrimination; Equal Employment Opportunity. The provisions of
<br />Minnesota Statutes Section 181.59, which relate to civil rights and non-discrimination, and any
<br />affirmative action program of the City shall be considered a part of this Agreement and binding
<br />on the Developer as though fully set forth herein. The Developer, for itself and its successors
<br />and assigns, agrees that during the construction of the Improvements provided for in this
<br />Agreement it will comply with all applicable federal, State, and local equal employment and non-
<br />discrimination laws and regulations.
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<br />Section 7.4. Notices and Demands. Except as otherwise expressly provided in this
<br />Agreement, a notice, demand or other communication under this Agreement by either party to
<br />the other shall be sufficiently given or delivered if it is sent by mail, postage prepaid, return
<br />receipt requested or delivered personally:
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<br />(a) As to the City: City Clerk-Administrator
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