12-12-2022 Council Packet - Laserfiche WebLink

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In consideration of the sale of the Property, Assignor agrees to assign its rights, interests and obligations, and Assignee agrees to assume the rights, interests and obligations of Assignor under the Development Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment and Assumption of Development Agreement. Assignor hereby assigns, and Assignee hereby assumes all of Assignor’s obligations under the Development Agreement. 2. Letter of Credit. Assignee shall, within ten (10) business days of the Effective Date, deliver to the City a replacement letter of credit in the amount of $154,025.79, which shall be held pursuant to the terms and conditions of the Development Agreement. 3. Assignor’s Indemnification of Assignee. Assignor shall and does hereby indemnify Assignee against, and agrees to hold Assignee harmless of and from, all liabilities, obligations, actions, suits, proceedings or claims, and all costs and expenses, including but not limited to reasonable attorneys’ fees incurred in connection with the Development Agreement to the extent occurring prior to the Effective Date. 4. Entire Agreement; Modification. This written Assignment constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property and Development Agreement. There are no verbal agreements that change this Assignment and no waiver of any of its terms will be effective unless in writing executed by the parties. 5. Binding Effect. This Assignment binds and benefits the parties and their successors and assigns. 6. Controlling Law. This Assignment has been made under the laws of the State of Minnesota, and such laws will control its interpretation. [Signature Pages Follow]