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<br /> <br />EXHIBIT B <br />Right of Entry <br /> <br />THIS AGREEMENT made and entered into as of the day of _________, 2017 <br />(the "Effective Date"), by and between the City of New Brighton, a Minnesota municipal <br />corporation, having its principal offices at 803 Old Highway 8 NW, New Brighton, Minnesota <br />55112 ("City") and TUV SUD America, _ _ _ _ _ _ ___ _ ___ __("TUV"). <br /> <br />WHEREAS, City is the owner of a certain parcel(s) of vacant land located in the City of <br />New Brighton, Minnesota, and legally on Exhibit 1 attached hereto ( "Property"); and <br />WHEREAS, TUV and the City are currently negotiating the sale of the Property to TUV; <br />And <br /> <br />WHEREAS, TUV has requested to have access to conduct their investigation of the <br />Property and its development prior to the City and TUV entering into a Development <br />Agreement as described in the Term Sheet dated February 28, 2017; and <br /> <br />WHEREAS, the City is willing to agree to the request of TUV in order to facilitate the <br />eventual sale and development of the Property. <br /> <br />NOW, THEREFORE, in consideration of the foregoing, and in consideration of the <br />mutual terms, covenants, conditions and agreements herein contained, the parties hereto agree as <br />follows: <br />1. The above recitals and the attached exhibits are a material part of this Agreement <br />and are incorporated herein. <br /> <br />2. City and TUV acknowledge that it is the intent of TUV to eventually purchase and <br />develop the Property. In order to facilitate and encourage negotiations between the City and <br />TUV, TUV requires a certain period of time to conduct its investigation regarding the Property and <br />its development prior to the negotiation and execution of the Development Agreement. This <br />right shall commence upon the Effective Date and shall terminate upon the Development <br />Agreement, unless earlier terminated pursuant to the terms herein (the "Term"). <br /> <br />3. During the Term TUV shall have the right to: <br />a. Enter the Property at reasonable times to inspect all physical aspects of the <br />Property; <br />b. Investigate all proper zoning, code and governmental requirements for the <br />development of the Property; <br />c. Review existing public data environmental reports and studies in City's <br />possession or reasonable control; <br />d. Review preliminary title reports and surveys; and <br />e. Enter the Property at reasonable times to conduct all other non-invasive tests <br />and studies and deemed reasonably necessary by TUV. <br /> <br />TUV hereby covenants and agrees that it shall cause all studies, investigations and inspections <br />performed at the Property to be performed in a manner that does not unreasonably disturb or <br />disrupt the Property. Except for soil borings, TUV shall not conduct (or cause to be conducted) <br />any physically intrusive <br />investigation, examination or study of the Property (any such investigation, examination or study <br />hereinafter an "Intrusive Investigation") as part of its inspection or otherwise without obtaining <br />the prior written consent of the City. For the purposes of this Agreement, "Intrusive <br />Investigation" shall mean any investigation, examination or study that unreasonably disturbs or <br />disrupts the property, including, but not limited to, grading, but not including soil borings. TUV <br />and TUV's <br />representatives shall, in performing its inspection, comply with any and all applicable laws,