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AGREEI�IENT This Agreement is made between the Brooklyn Park Economic Development Authority (hereinafter, the "EDA") and the �+ � y Z%� osC tJ't��E (hereinafter, the "�i ��") on this day of 2002. ' �v6 ��p The EDA agrees to execute a contract with Robert Gerloff Residential Architects in the amount of $75,000 for the preparation of a remodeling plan book for housing in fully develobed and/or inner ring cities of the Twin Cities Metropolitan Area. C't�a d�. � �-� OS �, v t agrees to pay $�4�L�. 4U to the EDA as its share of the costs to be incurred by the EDA for the services of the Architect in preparing the remodeling plan book as describe d', in the att ched Professional Service Agreement. As a condition to the b'�� "s responsibility to perform under this Agreement, the EDA must pro ure the participation of at least fifteen other communities_ and/or counties. If this condition is not satisfied, CJ � Q� ��,�� (� is excused from performing under the contract. It is the EDA's intent that the Architect produce drawings and other material, which can be used in preparing the remodeling, plan book If sufficient funds are available, the EDA will work to publish the remodeling plan book. Notwithst nding anything herein to the contrary, the EDA agrees to provide �" ��. � with at least a computer disk containing the remodeling plan boo drawings and other materials. The EDA acknowledges that it has sole responsibility for paying all amounts due to the Architects for preparation of the remodeling plan book The EDA agrees that if, after paying the Architect fees, insufficient funds remain for publishing and printing the remodeling plan book, the EDA will provide �; �� @,t�� with a copy of the computer disk produced by the Architects with th remodeling plan book on the disk. Except for any breach of the representations of the EDA, any willful misrepresentation of any willful or wanton misconduct of the EDA, or the negligence or dher wron�ful act. or omission of any officers, agents and employees of the EDA. ��-v o�' IQaSc wl�� agrees to indemnify and hold harmless the EDA and its officers, agents, and employees against any claim, demand, suit, action, or other proceeding arising pursuant to this Agreement resulting from actions or failures to act by the EDA or its governing body members, officer, agents, or employees, provided that the foregoing indemnification shall not be effective far any actions of the �EI)A that are not contemplated by the Agreement. The EDA agrees that the $� . o� aid by the (��/ �� pursuant to this Agreement will be used � solely for the purpose of producing a remodeling plan book as described in this Agreement. The ED A furthet agrees to refund any unused portion COI�eCted ullaer t]►tS Agreement of a pro-rata basis among the partieipating entities.