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<br />DRAFT <br /> <br />Council Chambers and equipment, shall in no way be the obligation of the City. <br />Furthermore, the District, its agents, servants, employees, or assigns shall indemnify, <br />hold harmless, and defend the City, its officers and employees against any and all <br />liability, loss, costs, damages, expenses, claims, actions, or judgments, including <br />attorneys' fees, which the City, its officers or employees may hereafter sustain, incur, <br />or be required to pay, arising out of or by reason of any act or failure to act by the <br />District, its agents, servants or employees in connection with this Agreement. <br /> <br />9. This Agreement, any attached exhibits and any addenda or amendments signed by <br />the parties, shall constitute the entire agreement between the parties, and supersedes <br />any other written or oral agreements between the parties. This Agreement can only <br />be modified in writing signed by the parties. <br /> <br />10. The District and City maintain the right to terminate this Agreement for any <br />reason upon providing the other party thirty (30) days written notice. <br /> <br />11. This Agreement has been made under the laws of the State of Minnesota and such <br />laws will control its interpretation. <br /> <br />12. This Agreement may be executed in any number of counterparts, each of which <br />shall be deemed an original but all of which when taken together shall constitute <br />one and the same instrument. The signature page of any counterpart may be <br />detached therefrom without impairing the legal effect of the signature(s) thereon, <br />provided such signature page is attached to any other counterpart identical thereto <br />except having additional signature pages executed by other parties to this <br />Agreement thereto. <br /> <br />IN WITNESS WHEREOF, the City and the District have caused this Agreement to be <br />entered into and effective as of this day of 2005. <br /> <br />CITY OF ELK RIVER <br /> <br />By: <br /> <br />Stephanie Klinzing <br />Its: Mayor <br /> <br />By: <br /> <br />Joan Schmidt <br />Its: City Clerk <br /> <br />INDEPENDENT SCHOOL DISTRICT 728 <br /> <br />By: <br />