|
such decision shall not affect the validity of any remaining portion of the Agreement.
<br /> 12. In the event any covenant contained in this Agreement should be breached by one
<br />party and subsequently waived by another party, such waiver shall be limited to the particular
<br />breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent
<br />breach.
<br /> 13. Notice or demand or other communication between or among the parties shall be
<br />sufficiently given if sent by mail, postage prepaid, return receipt requested or delivered personally:
<br /> (a) As to the Authority: Roseville Housing and Redevelopment Authority
<br />2660 Civic Center Drive
<br />Roseville, MN 55113
<br /> Attn: Executive Director
<br /> (b) As to the Developer: Greater Metropolitan Housing Corporation
<br /> 15 South Fifth Street, Suite 710
<br /> Minneapolis, MN 55402
<br /> Attn: President
<br /> 14. This Agreement may be executed simultaneously in any number of counterparts, all
<br />of which shall constitute one and the same instrument.
<br /> 15. This Agreement shall be governed by and construed in accordance with the laws of
<br />the state of Minnesota.Any disputes, controversies, or claims arising out of this Agreement shall be
<br />heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any
<br />objection to the jurisdiction of these courts, whether based on convenience or otherwise.
<br /> 16. The Developer hereby agrees to protect, defend and hold the Authority, the City
<br />and their officers, elected and appointed officials, employees, administrators, commissioners,
<br />agents, and representatives harmless from and indemnified against any and all loss, cost, fines,
<br />charges, damage and expenses, including, without limitation, reasonable attorneys fees,
<br />consultant and expert witness fees, and travel associated therewith, due to claims or demands of
<br />any kind whatsoever caused by Developer or arising out of actions of Developer (and excluding
<br />those caused by or arising out of the Authority’s or City’s own acts or conduct) with regard to (i)
<br />the development, marketing, sale or leasing of all or any part of the Property, including, without
<br />limitation, any claims for any lien imposed by law for services, labor or materials furnished to or
<br />for the benefit of the Property, or (ii) any claim by the state of Minnesota or the Minnesota
<br />Pollution Control Agency or any other person pertaining to the violation of any permits, orders,
<br />decrees or demands made by said persons or with regard to the presence of any pollutant,
<br />contaminant or hazardous waste on the Property deposited or released by Developer; and (iii) or
<br />by reason of the execution of this Agreement or the performance of this Agreement. The
<br />Developer, and the Developer’s successors or assigns, agree to protect, defend and save the
<br />Authority, and its officers, 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 incurred by the Authority as a result of the actions of
<br />Developer. This indemnity shall be continuing and shall survive the performance, termination or
<br />5
<br />
<br />
|