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INDEMNIFICATION <br /> AND <br /> HOLD HARMLESS AGREEMENT <br /> THIS AGREEMENT is made by Scott Morrell, LLC, a Minnesota limited liability company <br /> ("Buyer"),who is the Buyer under that certain Purchase Agreement dated March 16,2015,and Terry <br /> S. Morrell individually, by and for the benefit and protection of the City of Elk River, a Minnesota <br /> municipal corporation ("Seller"), who is the Seller under said Purchase Agreement. <br /> WHEREAS,the Purchase Agreement contemplates the sale of Lot 1,Block 2,Natures Edge <br /> Business Center, Sherburne County, Minnesota (the "Subject Property") from Seller to Buyer. <br /> WHEREAS, the Buyer and Terry S. Morrell individually desire to assume immediate <br /> possession of the Subject Property for the purpose of laying sand and/or gravel on the Subject <br /> Property, which will be prior to the closing contemplated by the Purchase Agreement and Buyer <br /> obtaining title to the Subject Property. <br /> WHEREAS,pursuant to the terms and conditions as provided herein, Seller agrees to allow <br /> Buyer and Terry S. Morrell to take immediate possession of the Subject Property for the purpose of <br /> laying sand and/or gravel thereon. <br /> NOW THEREFORE, for good and valuable consideration the receipt of which is hereby <br /> acknowledged and received by the parties, Buyer, Terry S. Morrell and Seller hereby agree as <br /> follows: <br /> 1. Seller agrees to allow Buyer and Terry S. Morrell to take immediate possession ofthe Subject <br /> Property for the purpose of laying sand and/or gravel thereon. <br /> 2. In the light of the foregoing, Buyer and Terry S. Morrell,in consideration of the right to take <br /> immediate possession of the Subject Property for the purpose of laying sand and/or gravel <br /> thereon, hereby promise, covenant and agree that Buyer and Terry S. Morrell will hold <br /> harmless, protect and indemnify Seller from and against any and all liabilities, losses,damage, <br /> expenses and charges, including but not limited to attorney's fees and expenses of litigation <br /> which are sustained or incurred by Seller under, or arising directly or indirectly out of Buyer <br /> and Terry S. Morrell taking immediate possession of the Subject Property for the purpose of <br /> laying sand and/or gravel thereon. <br /> 3. In the event that the closing from Seller to Buyer should not be successfully closed for any <br /> reason whatsoever and Seller desires to have some or all of the sand and/or gravel that Buyer <br /> and Terry S. Morrell will place on the Subject Property removed, then Buyer and Terry S. <br /> Morrell shall remove such sand and/or gravel from the Subject Property as requested by Seller <br /> within 30-days. The Subject Property would then need to be leveled and restored to pre- <br /> hauling conditions at the cost of the Buyer and Terry S. Morrell. <br /> 1 <br />