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involuntary, sha9] operate, legaity or practically, to deprive or limii the City of or with respect to
<br />any rights or remedies on controts pravided in or resu�#ing from this Agreement with respect to
<br />the Minimum Improvements that the City would have had, had there been no such transfer or
<br />change. In the absence of specific w�itten agreement by the City to the contrary, no such transfer
<br />or approval by the City thereof sha9� be deerned to relieve the De�eloper, or any other party
<br />bound in a�y way by this Agreement or otherwise with respect to the construction of the
<br />Minimum ImpraverrEents, from ar�y of i#s obligations with respect thereto.
<br />(iii} Ar�y and aIl instruments and other lega] documents involved in effecting the
<br />Transfer of any interest in this Agreement or t�e Development Property go�erned by this Article
<br />VIII, shall be in a form reasonably satisfactory ta the City.
<br />In the event the foregotn� conditions are satisfied then the Deveioper sha11 be released from its obligation
<br />under this Agreement, as to the partion af t�e Development Property that is transferred, assigned or
<br />otherwise conveyed.
<br />(c) A�#er issuance of the Certificate of Completion for the Minimum Jmprovements, the
<br />Developer may transfer ar assign any portion of tl�e Deveiopment Property ar the Developer's interest in
<br />this Agreement without the prior written consent of the City, provided tha# the transferee or assignee is
<br />bound by all the Developer's obligations hereunder. The Develo�er shatl submit to the City writter�
<br />evidence of any such transfer or assignmen�, including the tra�tsferee or assignee's express assumption of
<br />the Developer's obligations under this Agreement. If ihe Developer fails to provic�e such evidence of
<br />transfer and assumption, the Deveioper shall remain bound by all its obligations under this Agreement.
<br />Section 8.3. Retease and Inde�nni�cation Covena�ts. (a) The Developer refeases from and
<br />covenants and agrees that the City and the governing body members, afficers, agents, servants and
<br />employees thereof shall not be liable for and agrees to indemnify and ho�d harmless the City and the
<br />governing body members, officers, agents, servants and employees #hereof against any ]oss or damage to
<br />property or any in�ury to or deaih of any perso�� occurring at or about ar resulting from any defect in the
<br />Minimum Improve�r�ents or any impro�ements financed as Public Development Costs.
<br />(6) Except for any wilifui misrepresentation or any willful or wanton misconduct of the
<br />folIowing named parties; the De�eloper agrees to proiect and defend the City and the governing body
<br />members, officers, agents, servants ar�d e�nptoyees thereof, now or forever, anc� further agrees to hold the
<br />afaresaic� harmless from any claim, derrtand, suit, action or other proceeding whatsoever by any perso� or
<br />en#ity whatsoever arisin� or purportedly arising fror� this Agreement, or the transactions conte�n�lated
<br />hereby or the acquisition, car�struc#ion, installation, ownership, maintenance and aperation of the
<br />Minimum lrr�provements or any improvements �nanced as P�blic Development Costs, including without
<br />limitation any cIaim arising under Minnesota Statues, Section 471.345.
<br />(c} Except for the gross negligence or intentional misconduct of the following named parties,
<br />the City and the goverr�ing bo�y members, officers, agents; servants and employees thereof sha31 3�ot be
<br />Eiable for any damage or injury to the persons ar property of the Deve�oper or its officers, agents, servants
<br />or employees or any other person wl�o ►nay be about the DevelQpr�ent Property or Minimum
<br />Improvements.
<br />(d) All covenants; stipulatio�3s, promises, agreements ar�d obligations of the City co�tained
<br />herein shai] be deerned to be the cove�ants, stipulations, pramises, agreerr3ents and ohliga�ions of the City
<br />and not of any governing body member, afficer, agent, servant or employee of the City in the indi�i�ual
<br />capaci#y thereof.
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