|
Expanded Parking Improvements pursuant to Section 7.1, RPC may not construct any new or
<br />additional improvements within the Parking Easement or the Access Easement without HRA's
<br />prior written consent, which consent HRA may grant or withhold in its sole and absolute
<br />discretion.
<br />5. Indemnification. To the extent permitted by law, RPC hereby agrees to indemnify,
<br />defend and hold harmless HRA, the City of Ramsey, Minnesota and their respective agents,
<br />members, directors, board members, officers, agents, affiliates, mortgagees, and employees (the
<br />"Indemnified Parties") from and against any and all losses, costs, damages, expenses, or
<br />liabilities (including reasonable attorneys' fees and costs) arising out of any third party demands,
<br />claims, or lawsuits including, but not limited to, claims for bodily injury (including death),
<br />property damage or economic loss and fines or penalties arising out of one or more Permitted
<br />User's use of the Existing Improvements, as the same may be expanded, the Access Easement, as
<br />the same may be expanded, and the Expanded Parking Improvements, if any.
<br />6. Insurance. During the term of the Parking Easement and the Access Easement,
<br />RPC must name the Indemnified Parties as an additional insured on the policy or policies of
<br />liability insurance RPC maintains with respect to the RPC Property and must, upon the HRA's
<br />request, provide the HRA with evidence that such insurance is in place and in full force and
<br />effect. As between the insurance provided under RPC's policy and any other insurance covering
<br />the Indemnified Parties, the insurance provided under RPC's policy shall be primary with respect
<br />to any claims asserted against the Indemnified Parties that arise out of the use, maintenance,
<br />repair or replacement of the Parking Easement, as the same may be expanded, the Access
<br />Easement, as the same may be expanded, the Existing Improvements or the Expanded Parking
<br />Improvements, if any, by one or more Permitted Users.
<br />7. Future Develoament of Improvements.
<br />7.1 If RPC elects to construct one or more additional improvements on the
<br />RPC Property and as a result of such construction RPC will need additional parking spaces to
<br />satisfy the parking requirements of the City of Ramsey's Ordinances, HRA must, upon RPC's
<br />written request, join with RPC in executing and recording an amendment to this Agreement that
<br />amends Exhibit D of this Agreement to expand the size of the Easement Area within the 60 Foot
<br />Strip to accommodate up to an additional 50 parking stalls and access thereto; provided, the total
<br />number of stalls in the Easement Area, as expanded, may not exceed 104 parking stalls. RPC
<br />agrees to construct, at its sole cost and expense, the Expanded Parking Improvements. HRA
<br />may, in its sole and absolute discretion, direct RPC as to the configuration of the Expanded
<br />Parking Improvements, and may from time to time reconfigure and re -stripe the parking stalls in
<br />the Easement Area; provided, however, HRA cannot reconfigure the parking stalls in a manner
<br />that results in fewer parking stalls being available to RPC than were available to RPC before
<br />such reconfiguration. If HRA and RPC amend this Agreement to expand the Easement Area, but
<br />RPC fails to complete construction of the Expanded Parking Improvements within one (1) year
<br />of the date of the amendment, HRA may thereafter unilaterally amend this Agreement to restore
<br />the original Exhibit D and to delete this Section 7.1.
<br />7.2 HRA may, at any time and in its sole and absolute discretion, construct
<br />New Parking Facilities. If HRA decides to construct New Parking Facilities, HRA may
<br />3
<br />4012615v9
<br />
|