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<br />invo�untary, shaIl operate, legally or praetically, to depr�ve or limit the City af or with respect to
<br />any rights or remedies on car�troIs provided in or resulting fro�n this Agreement with respect to
<br />the Minimur� Improvements that the City would have had, had there been no such transfer or
<br />ehange. ln the absence of speeific written agreement by the City to the contrary, no such #ransfer
<br />or appro�al by tl�e City thereof shaiI be deemed to reiieve the Developer; or any ather party
<br />bound in any way by this Agreement ar otherwise wit� respect to the constr�tction of ihe
<br />Minimum Improvemen#s, from any af its obligations with respect thereto.
<br />(ii�) Any and all instruments and other legal documents involved in effecting the
<br />Transfer of any inierest in this Agreement or #he Develapment Property governed by this Article
<br />VIII, shalI be in a form reasonably satisfactory to the City.
<br />In the event the foregoing conditions are satisfied then t�e Deve{oper shal� be re�eased from its obligation
<br />under this Agreement, as to the portion of the De�elopment Property that is transferred, assigned or
<br />atherwise conveyed.
<br />{c) After issuance of the Certificate of Completion for the Minimum Improvements, the
<br />DeveIoper may transfer or assign any portian �f the Development Aroperty or the Developer's interest in
<br />this Agreement without the prior written consent of the City, provided that the transferee or assignee is
<br />bound by all the Developer's abligations hereunder. The Developer shal} submit ta the City written
<br />evidence of any such transfer or assignment, including the transferee or assignee's express assumption of
<br />the De�eloper's obIigations under this Agreement. If the Developer faits to provide such e�idence of
<br />transfer and assumption, the Developer shall remain bound by al1 its obligations under this Agreement.
<br />Sectian 83. Release and Indemnification Covenants. (a} The Deveioper releases from and
<br />co�enants and agrees that the City and tne gover�ing body members, of#icers, agents, servants and
<br />employees thereof shall not be liabte for and agrees to indemnify and hold harmless the City a��d the
<br />governing body mernbers, officers, agents, servants and employees thereof against any loss or damage ta
<br />property or any injury to ar death of any pez'son occurring at ar about or res�lting fraEt� any defect in the
<br />Minimum Improvemer�ts or a�y improvements fnanced as P�ablic Development Costs.
<br />(b) Except for any willful misrepresentation or any wi�lful or wanto« miscanduct of the
<br />foIlowing named parties, the Developer agrees #o protect and defend the City and the governing body
<br />members, offcers, agents, servants and emp�oyees thereof, now or forever, and fi�rther agrees io hald the
<br />aforesaid harmless from any claim, demand, suit, action or other proceeding wl�atsoever by any person ar
<br />entity whatsoever arising or p��-portedly arising from this Agree�nent, or the transactions contemplated
<br />hereby or the acquisition, constructian, installation, awnership, maintenance and aperation of the
<br />Minimur� [rnprovenaents or any improvements fnanced as Public Develapment Costs, including witho�t
<br />limitation any claim arising under Minnesota Statues, Sect�on 471.345.
<br />(c) Except for the gross negIigence ar intentional misconduct of the fo�lowing named parties,
<br />the City and the governing body members, officers, agents, servants a�d employees thereof shall nat be
<br />liable for any damage ar injury to the persons or property of the Deveioper or its officers, agents, servants
<br />or employees or any other person who �nay be abaut the Development Property or Minimu�
<br />lmprove�nents.
<br />(d) AlI covenants, stip�lations, promises, agreements and obligatio�s of the City contained
<br />herein shafl be dee�ned to be the covenants, stipulations, promises, agreements and obligations of the City
<br />and not of any governing body member, officer, agent, servant or emp]oyee of the City in the indivicEual
<br />capaciiy thareof.
<br />37S940v E 0 SJB AR200-10 22
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