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1 The Developer shall defend, indemnify, and hold the City and its mayor, councilmembers, 2 employees, agents and contractors harmless from any liability or damages, including reasonable 3 attorneys fees, which may be incurred as a result of the exercise of the City’s rights pursuant to this 4 Agreement. 5 S.Assignment. The Developer may not assign this Agreement without the written permission of the 6 Roseville City Council. 7 T.Notices to the Developer. Required notices to the Developer shall be in writing, and shall be either 8 hand delivered to Michael Muniz,or an officer, employee or agent of the Developer, or mailed to the 9 Developer by registered or certified mail at the following address: 10 Farrington Estates LLC 11 18140 Zane Ave NW #314 12 Elk River MN, 55330 13 Attn: Michael Muniz 14 15 U.Notices to the City. Required notices to the City shall be either hand delivered to the City Engineer, 16 or mailed to the City by registered or certified mail in care of the City Engineer at the following 17 address: 18 City of Roseville 19 2660 Civic Center Drive 20 Roseville, Minnesota 55113 21 Attn: City Engineer 22 23 V.Miscellaneous. 24 1.The Developer shall comply with any and all applicable City, County, Metropolitan, 25 State and Federal laws andregulations including, but not limited to: subdivision 26 ordinances, zoning ordinances and environmental regulations that may apply to the Plat, 27 the development of the Property, and the construction of the Public Improvements 28 described herein. 29 2.The terms andconditions of this Agreement shall inure to the benefit of and shall be 30 binding upon the parties hereto, and their respective successors and assigns. 31 3.The obligations of all parties signing this Agreement as a Developer shall be joint and 32 several. 33 4.If any portion, section, subsection, sentence, clause, paragraph or phrase of this 34 Agreement is for any reason held invalid, such decision shall not affect the validity of the 35 remaining portions of this Agreement. 36 5.The action or inaction of the City shall not constitute a waiver or amendment to the 37 provisions of this Agreement. To be binding, amendments or waivers must be in writing, 38 signed by the parties and approved by the Roseville City Council. The City’s failure to 39 promptly take legal action to enforce a default under this Agreement shall not be a waiver 40 or release of such default. 41 6.This Agreement shall run with the land and shall be binding upon the Developer, and its 42 successors and assigns. The Developer shall, at its expense, record this Agreement with Page 9of