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<br />(b) Except for gross negligence or intentional misconduct of the Indemnified Parties,
<br />the Developer agrees to indemnify the Indemnified Parties, now and forever, and further agrees
<br />to hold the aforesaid harmless from any claims, demands, suits, costs, expenses (including
<br />reasonable attorneys' fees) actions or other proceedings whatsoever by any person or entity
<br />whatsoever arising or purportedly arising from the actions or inactions of the Developer (or if
<br />other persons acting on its behalf or under its direction or control) under this Agreement, or the
<br />transactions contemplated hereby or the acquisition, construction, installation, ownership, and
<br />operation of the Development; including, without limitation, any claim by a land owner or tenant
<br />located on the Development Property to be entitled to Relocation Costs and Expenses; provided,
<br />that this indemnification shall not apply to the warranties made or obligations undertaken by the
<br />City in this Agreement.
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<br />(c) Except as set forth in Section 3.2, the City makes no warranties or representations
<br />regarding, nor does it indemnify the Developer with respect to, the existence or nonexistence on
<br />or in the vicinity of the Development Property or anywhere within the Tax Increment District of
<br />any toxic or hazardous substances or wastes, pollutants or contaminants (including, without
<br />limitation, asbestos, urea formaldehyde, the group of organic compounds known as
<br />polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various
<br />constituents of such products, or any hazardous substance as defined in the Comprehensive
<br />Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 D.S.C. SS
<br />961-9657, as amended) (collectively, the "Hazardous Substances"). The foregoing disclaimer
<br />relates to any Hazardous Substance allegedly generated, treated, stored, released or disposed of,
<br />or otherwise placed, deposited in or located on or in the vicinity of the Development Property or
<br />within the Tax Increment District, as well as any activity claimed to have been undertaken on or
<br />in the vicinity of the Development Property that would cause or contribute to causing (1) the
<br />Development Property to become a treatment, storage or disposal facility within the meaning of,
<br />or otherwise bring the Development Property within the ambit of, the Resource Conservation and
<br />Recovery Act of 1976 ("RCRA"), 42 D.S.C. S 691 et seq., or any similar state law or local
<br />ordinance, (2) a release or threatened release of toxic or hazardous wastes or substances,
<br />pollutants or contaminants, from the Development Property within the meaning of, or otherwise
<br />bring the Development Property within the ambit of, CERCLA, or any similar state law or local
<br />ordinance, or (3) the discharge of pollutants or effluents into any water source or system, the
<br />dredging or filling of any waters or the discharge into the air of any emissions, that would require
<br />a permit under the Federal Water Pollution Control Act, 33 D.S.C. S 1251 et seq., or any similar
<br />state law or local ordinance. Further, the City makes no warranties or representations regarding,
<br />nor does the City indemnify the Developer with respect to, the existence or nonexistence on or in
<br />the vicinity of the Development Property or anywhere within the Tax Increment District of any
<br />substances or conditions in or on the Development Property that may support a claim or cause of
<br />action under RCRA, CERCLA or any other federal, state or local environmental statutes,
<br />regulations, ordinances or other environmental regulatory requirements, including without
<br />limitation, the Minnesota Environmental Response and Liability Act, Minnesota Statutes,
<br />Chapter 115C. The City makes no representations or warranties regarding the existence of any
<br />above ground or underground tanks in or about the Development Property, or whether any above
<br />or underground tanks have been located under, in or about the Development Property and have
<br />subsequently been removed or filled.
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<br />1824344vRED V2 to VI; 10/12/05
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