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5. Time; Termination. This MOU shall be effective from the date of its final execution. <br />This MOU shall expire on January 31, 2025 unless terminated earlier. Either party to this MOU <br />may also terminate this agreement for any reason upon 14 days' notice. The Association shall, at <br />its own sole cost, remove all its remaining Items from the Property within fourteen (14) days of <br />any termination of this agreement. If the Association fails to do so, the HRA may remove any <br />remaining Items and the Association shall reimburse the HRA for the full cost of doing so. <br />6. Representation of Authority. The undersigned executing this agreement represent and <br />warrant that they have been duly authorized to execute this agreement and that this agreement shall <br />bind it to the terms and obligations contained herein. <br />7. Mutual Indemnification. To the fullest extent permitted by law, the Association agrees <br />to defend, indemnify and hold harmless the HRA, the City of Elk River, and their employees, <br />officials, and agents from and against all claims, actions, damages, losses and expenses, including <br />reasonable attorney fees, arising out of the Association's use of the Property or its placement of <br />said Items. The indemnification obligation shall apply to anyone directly or indirectly employed, <br />hired, or otherwise participating in the Association use, or anyone for whose acts the Association <br />may be liable. The HRA agrees to defend, indemnify and hold harmless the Association, and their <br />employees, officials, and agents from and against all claims, actions, damages, losses and <br />expenses, including reasonable attorney fees, arising out of the HRA's performance under this <br />agreement. It is understood and agreed that the provisions of the Municipal Tort Claims Act, Minn. <br />Stat. Ch. 466, and other applicable laws govern liability arising from the HRA's acts or omissions. <br />The parties agree this indemnity obligation shall survive the completion or termination of this <br />Agreement. <br />S. Entire Agreement; Modification. This MOU supersedes any prior or contemporaneous <br />representations or agreements, whether written or oral, between the Parties and contains the entire <br />agreement. Any modification to this MOU must be in writing and be signed by the parties. <br />9. Assignment. The Association may not assign this Agreement to any other person unless <br />written consent is obtained from the HRA. <br />10. No Employee Relationship. Nothing within this MOU shall be construed as creating an <br />agent or employee relationship between the HRA and the Association. <br />[Remainder of Page Intentionally Left Blank] <br />230863v2 <br />Page 29 of 32 <br />