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(b) as to the City: City of Mounds View
<br />2401 County Hwy 10
<br />Mounds View, MN 55112
<br />Attn: City Administrator
<br />with a copy to: Scott J. Riggs, City Attorney
<br />Kennedy & Graven, Chartered
<br />700 Fifth Street Towers
<br />150 South Fifth Street
<br />Minneapolis, MN 55402
<br />or at such other address with respect to either such party as that party may, from time to time, designate
<br />in writing and forward to the other as provided in this section 3.07. The Developer hereby authorizes
<br />Martin Harstad of Harstad Hills, Inc. to represent its interests and communicate with the City for all
<br />purposes related to the Subdivision, this Agreement, and any City applications related to the
<br />development of the Property as contemplated by this Agreement. Mr. Harstad is also authorized to
<br />execute any and all required land use applications on behalf of the Developer. The City shall have no
<br />obligation to send written notices related to this Agreement or any such applications to the entities
<br />that make up the Developer, either individually or collectively, provided, however, that this
<br />Agreement may only be amended in a writing signed by all parties hereto and Mr. Harstad shall have
<br />no authority to unilaterally execute such an amendment on behalf of the Developer.
<br />3.08. 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, limited
<br />or general partner, or joint venture between the City and the Developer.
<br />3.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which
<br />shall constitute one and the same instrument.
<br />3.10. Choice of Law and Venue. This Agreement shall be governed by and construed in
<br />accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising
<br />out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to
<br />this Agreement waive any objection to the jurisdiction of these courts, whether based on
<br />convenience or otherwise.
<br />3.11. Indemnification. Notwithstanding anything to the contrary in this Agreement, the City, its
<br />officials, agents, and employees shall not be liable or responsible in any manner to the Developer, the
<br />Developer's successors or assigns, the Developer's contractors 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 />of this Agreement. The Developer, and the Developer's successors or assigns, agree to protect, defend
<br />and save the City, and its officials, 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. Nothing in this Agreement shall constitute a waiver or
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<br />MU210-262-628764.v18
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