RES 21-022 APPROVING THE PLANNED UNIT DEVELOPMENT AGREEMENT FOR THE STINSON APARTMENTS

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(b) Developer has fee title to the Property or has obtained consents to this Agreement, in the form attached hereto, from all partes who have an interest in the property; that there are no unrecorded interests in the property; and that Developer will indemnify and hold the City harmless for any breach of the foregoing covenants. 10. Indemnification; Attorneys' Fees. Developer shall indemnify and hold the City and its officers, employees, and agents harmless from claims made by Developer or third parties for damages sustained or costs and damages incurred by the City resulting from Developer's acts or omissions in the development of the Project, including reasonable attorneys' fees, to the extent that such damages are not caused by the acts or omissions of the City, its officers, employees, and agents. In the event the City is successful in litigation to enforce the terms of this Agreement, Developer shall reimburse the City for costs incurred in litigation and subsequent enforcement of this Agreement, including reasonable engineering and attorneys' fees. Notices. Required notices to Developer shall be in writing and shall either be hand delivered to Developer, its employees or agents, or mailed to Developer by certified or registered mail at the following address: Stinson Apartments LLC c/o Interstate Development Corporation 6390 Carlson Drive Eden Prairie, MN 55346 Attn: Legal Notices Notices to the City shall be in writing and shall either by hand delivered to the City Manager, or maned by certified or registered mail, in care of the City Manager at the following address: Saint Anthony Village 3301 Silver Lake Road St. Agthpny, Minnesota 55418 With a copy to: Dorsey & Whitney LLP Suite 1500, 50 South Sixth Street Minneapolis, Minnesota 55402 Attention: Jay R. Lindgren 11. Assignment. Developer may not assign this Agreement without the written permission of the City Council. 12. Binding Effect. The terms and provisions hereof shall be binding upon and inure to the benefit of the heirs, representatives, successors and assigns of the parties hereto and shall be binding upon all future owners of all or any part of the Property or the Project and shall be deemed covenants running with the land. References herein to Developer, if there be more than one, shall mean each and all of them. 13. No Waiver. The action or inaction of the City shall not constitute a waiver or amendment to the provisions of this Agreement. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the City Council. The City's failure to promptly take legal action to enforce this Agreement shall not be a waiver or release. 4823-5307-79722