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<br />h. The Broker and its employees and agents shall market the property and undertake the Broker’s tasks as identified in the
<br /> Broker’s Proposal dated August 31, 2020.
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<br />6. Indemnity.
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<br /> a. Owner agrees to indemnify Broker from and against any and all liability, loss, cost, damage and expense, including
<br />reasonable consultant and attorney's fees, resulting from or due to claims made by any party arising out of the release or threatened
<br />release of hazardous substances, hazardous waste, pollutants or contaminants which were, or are claimed or alleged to have been,
<br />deposited, stored, disposed of, placed or otherwise located or allowed to be located on the Property by Owner or its agents, employees
<br />or contractors. As used herein, the term "hazardous substances," "hazardous waste," "pollutants" and "contaminant" mean any
<br />substances, waste, pollutant or contaminant now or hereafter included within such terms under any federal, state or local statute,
<br />ordinance, code or regulation now existing or hereafter enacted or amended.
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<br />Owner agrees to indemnify and hold Broker harmless from any liability or damages arising from any incorrect information supplied by
<br />Owner or any information which Owner fails to supply.
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<br /> b. Broker agrees to defend, indemnify and hold the City, its officers, and employees harmless from any liability, claims,
<br />damages, costs, judgments, or expenses, including reasonable attorney's fees, resulting directly or indirectly from a negligent act or
<br />omission (including without limitation professional errors or omissions) of the Broker, its agents or employees in the performance of
<br />the services provided by this Agreement and against all losses by reason of the failure of said Broker fully to perform, in any respect,
<br />all obligations under this Agreement.
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<br /> c. Broker shall defend actions or claims charging infringement of any copyright or patent by reason of the use or adoption
<br />of any designs, drawings or specifications supplied by it, and it shall hold harmless the City from loss or damage resulting there from.
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<br />7. Dual Agency Disclosure. If a purchaser represented by Broker becomes interested in the Property, a dual agency will be
<br />created. This means that Broker will represent both Owner and the purchaser and owes the same duties to the purchaser that Broker
<br />owes to Owner. This conflict of interest will prohibit Broker from advocating exclusively on Owner's behalf. Dual agency will limit
<br />the level of representation which Broker can provide.
<br />If a dual agency should arise, Owner will need to agree that confidential information about price, terms and motivation will still be kept
<br />confidential unless Owner instructs Broker in writing to disclose specific information about Owner. All other information will be shared.
<br />Broker cannot act as a dual agent unless both Owner and the purchaser agree to it. By agreeing to a possible dual agency, Owner will
<br />be giving up the right to exclusive representation in an in-house transaction. However, if Owner should decide not to agree to a possible
<br />dual agency, and Owner wants Broker to represent Owner, Owner may give up the opportunity to sell the Property to purchasers
<br />represented by Broker.
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<br /> OWNER'S INSTRUCTIONS TO BROKER
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<br />Having read and understood this information about dual agency, Owner now instructs Broker as follows:
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<br /> X Owner will agree to a dual agency representation and will consider offers made by purchasers represented by Broker.
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<br /> Owner will not agree to a dual agency representation and will not consider offers made by purchasers represented by
<br />Broker.
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<br />Owner: (signature) Broker: (signature) Agent: (signature)
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<br />8. Termination. The City may terminate this Agreement upon 10 days’ notice to Broker, if Broker has failed to perform in
<br />accordance with the terms of this Agreement subject to the obligations provided under Paragraph 4 of this Agreement.
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<br />9. Limitation on Broker's Authorization. Broker is not authorized to render any tax or legal advice with respect to the Sale of the
<br />Property and Owner agrees to look to accountants, attorneys and/or other professionals of its choosing for specific advice with respect
<br />to any such transactions.
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<br />10. Miscellaneous.
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<br />a. In the event either Party breaches the terms of this Agreement and the non-breaching party engages legal counsel to enforce its
<br />rights hereunder, the non-breaching party shall be entitled to recover from the breaching party all attorneys' fees and related
<br />costs.In the event Owner breaches the terms of this Agreement and Broker engages legal counsel to enforce its rights hereunder,
<br />Broker shall be entitled to recover from Owner all attorneys' fees and related costs.
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<br />b. This Agreement is intended as the complete and final agreement of the parties and, as such, merges with and supersedes any
<br />and all prior communications between the parties, written or oral. This Agreement shall not be changed, altered or modified,
<br />and no provision may be waived except by an instrument in writing signed by the party against whom such change, modification
<br />or waiver is sought.
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<br />c. This Agreement shall bind Owner, Broker and their respective successors and/or assigns.
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<br />d. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.
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<br />e. Broker must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1)
<br />all data provided by the City pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained,
<br />or disseminated by the Broker pursuant to this Agreement. Broker is subject to all the provisions of the Minnesota Government
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