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purpose of obtaining financing necessary to enable the Developer or any successor in interest to
<br /> the Property, or any part thereof, to perform its obligations with respect to constructing the
<br /> Improvements under this Agreement, and any other purpose authorized by this Agreement, the
<br /> Developer (except as so authorized) has not made or created, and will not make or create, or
<br /> suffer to be made or created, any total or partial sale, assignment, conveyance, or lease, or any
<br /> trust or power, or transfer in any other mode or form of or with respect to this Agreement or the
<br /> Property or any part thereof or any interest herein or therein, or any contract or agreement to do
<br /> any of the same, without the prior written approval of the City. The City may require as a
<br /> condition to the approval of any transfer, sale or assignment that the Developer pay to the City
<br /> the amount of the Assessments determined to be due on the date of the transfer, sale or
<br /> assignment calculated in the manner provided in Section 3.8.
<br /> (b) Notwithstanding subsection (a) above, the City acknowledges and agrees that the
<br /> Developer will lease portions of the Improvements to industrial users. It is contemplated that a
<br /> portion of the Improvements will be leased to tenants, including Forpak, Inc., a Minnesota
<br /> corporation owned by the Developer. The City agrees that for purposes of determining the Jobs
<br /> Credit under Section 3.8(c) and compliance with the Business Subsidy Agreement, the City will
<br /> look at the employment and payroll records'of Forpak, Inc. The Developer shall, however, be
<br /> the parry obligated under this Agreement.
<br /> (b) In the absence of specific written agreement by the City to the contrary, no transfer
<br /> of the Property or approval by the City thereof shall be deemed to relieve the Developer, or any
<br /> other party bound in any way by this Agreement, from any of its obligations hereunder.
<br /> Section 8.2. Release and Indemnification Covenants. (a)The Developer releases from and
<br /> covenants and agrees that the City and the governing body members, officers, agents, servants
<br /> and employees thereof shall not be liable for and agrees to indemnify and hold harmless the City
<br /> and the governing body members, officers, agents, servants and employees thereof against any
<br /> loss or damage to property or any injury to or death of any person occurring at or about or
<br /> resulting from any defect in the Improvements.
<br /> (b) Except for any willful misrepresentation or any willful or wanton misconduct or
<br /> negligence of the following named parties, the Developer agrees to protect and defend the City
<br /> and the City and the governing body members, officers, agents, servants and employees thereof,
<br /> now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit,
<br /> action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly
<br /> arising from this Agreement, or the transactions contemplated hereby or the acquisition,
<br /> construction, installation, ownership, and operation of the Improvements.
<br /> (c) Nothing in this Agreement is intended or shall be deemed to constitute a waiver by
<br /> the City of any immunity or limits on liability under State law, including, without limitation,
<br /> Minnesota Statutes, Chapter 466,relative to tort or other claims.
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