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invaluntary, shall operate, legally or practically, to deprive or (i�it the City of or with respect to
<br />any rights or remedies on controls provided i� or resuiting from this Agreement with respect to
<br />the Minimum Improvements that the City wouId have had, had there been no such transfar or
<br />change. In the absence of specific written agreement by the City ta the contrary, no such transfer
<br />or approval by the City thereof shall be deemed to relieve the Developer, or any other party
<br />bound in any way by this Agreernent or othe:rwise with respect to the constr�ction of the
<br />Minimum Improvements, from any of its obligations with respect thereto.
<br />(iii) Any and all instruments and other legal documents in�o(ved in effecting the
<br />Transfer of any interest in this Agreement or the Development Property governed by this Article
<br />VIII, shall be in a form reasanably satisfactory to the City.
<br />In the eveni the foregoing conditions are satisiied then the Developer shall be released from its obligation
<br />under this Agreement, as to the portion of the Development Property that is transFe�-red, assigned or
<br />otherwise conveyed.
<br />{c) After issuance of the Certificate of Completion for the Minimum Impr�vements, the
<br />DeveIoper may trans%r or assign any portion of the Development Propez'ty ar the Deve(oper's interest in
<br />this Agreement without tl�e priar written consent of the City, provided that the transfecee or assignee is
<br />bound by all the Developer's obligations hereunder. The Developer sh.all submit to the City written
<br />evide�nce of any such transfer ar assignment, including the transferee or assignee's express assumption of
<br />the Developer's obligations under this Agreement. If the Develaper fails to provide such evidenca of
<br />transfer and assumption, the Developer shall remain bound by all its obligations under this Agraement.
<br />Section 8.3. Release and Indemniiication Covenants. (a) The Deveioper releases from and
<br />cavenants and agrees that the City and the governing body rrtembers, oificers, agents, servants and
<br />employees thereoF shall not be liable f�r and agraes to indemnify and hold harmless the City and the
<br />governing body members, officers, agents, servar�ts and employees thereof againsi any loss or damage to
<br />praperty ar any injury to or death of any person occurring at ar about or resulting from any defecf in the
<br />Minimum Improvements or any improverrtents financed as Public Development Costs.
<br />(b) Except for any wi�lful misrepresentation or any willful or wanton miscanduct of the
<br />folIowing named parties, the Developer agrees to protect and defend the City and �he governing body
<br />members, officers, agents, servants and ernployees thereof, now or forever, and fi.�rther agrees to hold the
<br />aforesaid harmless from any claim, demand, suit, actian or other proceeding whatsoever by any person or
<br />entity whatsoever arising or purportedly arising frozza this Agreement, ar the transactions conte�nplated
<br />hereby or the acquisitian, const7-uction, installation, ow�ership, maintenance and operation of the
<br />Minimum Improvements or any improvements financed as Public Development Costs, incIuding without
<br />limitation any claim arising under Min�esota Statues, Section 4713�5.
<br />{c) Except for the gross negiigence or intentional misconduct of the follawing named parties,
<br />the City and the gaverning body members, officers, agents, servants and employees th�reaf shall not be
<br />liable for any damage or injury to the persons or pxoperty of the Developer or its officers, agents, servants
<br />or employees or any othee person who may be about ti�e Development Property or Minimum
<br />Improvements.
<br />{d) Al� covenants, stipulations, promises, agreements and obligations of the City contained
<br />herein shall be deezaaed to be the covenants, stipulations, promises, agreements and obIigations of the City
<br />and not of any goverrzing body member, officer, agent, servant or employee of tlae City in the individual
<br />capacity t�ereof
<br />37899Uv6 53B AR200-10 20
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