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3. Default. <br />A. Licensor may terminate this Agreement if, upon providing written notice to <br />the Licensees of any of the following occurrences, Licensee(s) fail(s) to cure said <br />occurrence within 60 days of receipt of such notice of default. Licensee shall default with <br />respect to its obligations under this Agreement, for instances including, but not limited to: <br /> Failure to obtain the required approvals to mine the Property; <br /> Failure to comply with all ordinances, conditional use permits and <br />mining license requirements; <br /> Failure to maintain the security required by Section 2(C) of this <br />Agreement; or <br /> Failure to replace Proctor Avenue as required by this Agreement. <br />B. Upon termination of this Agreement under Section 3, Licensees shall <br />immediately replace reclaim Proctor Avenue on the Property to the City of Elk River <br />standard then required for a nine ton city streetas required herein. <br />C. Failure of a Licensee to replace reclaim Proctor Avenue as required by this <br />Agreement shall authorize City to: <br />(i) Replace Reclaim Proctor Avenue on its own initiative and assess the <br />adjacent properties; <br />(ii) Withhold renewal of the Licensees’ mining license until each <br />Licensee has met its obligations under this Agreement; or <br />(iii) Draw on the Security provided by Section 2(C) of this Agreement. <br />D. In addition to, or in lieu of, termination of this Agreement in the event of a <br />default by a Licensee, City may also pursue specific performance of this Agreement, <br />damages for violation of this Agreement or any other remedy available to City. <br />4. Liability and Indemnification. <br />A. Compliance With Laws. Licensees covenant, represent and warrant to <br />Licensor: (i) that they will not use or permit the Property to be used, whether directly or <br />through contractors or agents of Licensees, other than in full compliance with all federal, <br />state or local laws, regulations, ordinances or requirements governing Licensees’ use of the <br />Property; and (ii) that Licensees’ operations on the Property will have all required federal, <br />state and local approvals will not be in violation of any insurance policy carried on the <br />Property by Licensor. <br />B. Limitation of Liability. Licensees acknowledge that they are solely <br />responsible for their respective uses of and activities on the Property, and that Licensor <br />shall not be responsible or liable to Licensees, or anyone claiming by or through a Licensee, <br />for any loss or damage to a Licensee or its property, and that Licensees assume all risk of <br />loss or damage to Licensees’ property located in the Property. <br /> 3 <br /> <br />