Agenda - Council - 04/23/2024 - Laserfiche WebLink

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shall indemnify, defend, and hold Manager harmless from and against any claim, damage, or expense, including without limitation attorney fees, related to the well or septic systems serving the Facility or arising out of the installation, use, generation, storage, disposal of, or damages caused by any "hazardous substance" on, in, or about the Facility. ARTICLE TWENTY-ONE SUCCESSORS AND ASSIGNS BOUND This Agreement shall be binding upon and inure to the benefit of Owner and Manager and their permitted successors and assigns. ARTICLE TWENTY-TWO DISPUTE RESOLUTION SECTION 22.1 — DISPUTES SUBJECT TO MANDATORY ARBITRATION: Binding arbitration, administered by the American Arbitration Association, pursuant to the Expedited Procedures set forth in its Commercial Arbitration Rules, shall be the exclusive remedy for any and all disputes, demands or claims between Owner and Manager which involve monetary amounts of Twenty Five Thousand Dollars ($25,000) or less, including without limitation any such disputes arising out of or related in any way to this Agreement. Unless otherwise agreed to in writing by Owner and Manager, the hearing locale for any such binding arbitration shall be St. Paul, Minnesota. SECTION 22.2 — ALL OTHER DISPUTES: Any and all disputes, demands or claims between Owner and Manager that are not subject to binding arbitration pursuant to Section 22.1 of this Agreement shall be resolved in the Second Judicial District Court of the State of Minnesota ("the Minnesota Court"), which shall be the sole and exclusive forum for resolution of any and all such disputes, demands or claims of any kind. By signing this Agreement, Owner and Manager consent to the jurisdiction of the Minnesota Court and waive any defense that the Minnesota Court lacks personal jurisdiction over Owner or Manager. SECTION 22.3 — COSTS AND EXPENSES: In the event that Manager is required to enforce its rights under this Agreement, by way of demand, claim, defense or otherwise, Owner agrees to reimburse Manager for all costs, expenses and reasonable attorney fees incurred in doing so. SECTION 22.4 - GOVERNING LAW: It is the intention of the parties that this Agreement shall be governed by the laws of the State of Minnesota, and that all questions concerning the validity, intention, and meaning of this Agreement or relating to the rights and obligations of the parties with respect to performance under this Agreement shall be construed and resolved under the laws of such State. ARTICLE TWENTY-THREE MISCELLANEOUS PROVISIONS SECTION 23.1 - REPRESENTATION AND WARRANTY OF OWNER: Owner hereby represents and warrants that as of the Commencement Date, Owner owns all right, title and interest in and to the Facility and all Furniture and Equipment located at the Facility. 13