Executed MOU DERBA & HRA 11-05-2024 downtown Christmas treesMemorandum of Understanding
This MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into as
of the day of NOVWtr 2024 by and between the ELK RIVER
HOUSING AND REDEVELOPMENT AUTHORITY, a public body corporate and politic
("HRA") and the DOWNTOWN ELK RIVER BUSINESS ASSOCIATION, a Minnesota
nonprofit corporation ("Association").
RECITALS
WHEREAS, the HRA owns the real property located at 724 Main Street NW, Elk River,
Minnesota 55330, with a PID of 75-00405-0225 (the "Property"); and
WHEREAS, the Association has offered to place and light seasonal trees and other
amenities (collectively "Items") on the Property for use by the public during the 2024 holiday
season; and
WHEREAS, the Association has arranged to obtain the necessary trees and amenities at
its own sole expense; and
WHEREAS, the HRA believes that these activities will benefit the public and further a
public purpose by supporting the HRA's efforts to promote redevelopment in the City of Elk River
areas; and
WHEREAS, the parties to this MOU wish to memorialize their understanding.
NOW, THEREFORE, the HRA and the Association have reached the following
understandings:
1. Purpose. The purpose of this MOU is to establish a mutual understanding of the parties'
intentions, rights, and obligations.
2. Use and Placement Authorized. The Association may place lighted trees and related
amenities on the Property.
3. Responsibilities of Association. The Association shall be solely responsible for acquiring,
transporting, placing, maintaining, cleaning, repairing, and removing the trees and amenities, and
ensuring safe installation and operation. In no case shall the City be responsible for any portion of
the cost associated with the placement on the Property.
4. Responsibilities of the HRA. The HRA shall allow the Items to be placed on the Property,
and shall not remove the Items except as provided in this MOU. If the Items become damaged,
defaced, in disrepair, unsightly, or begins to encroach on or obstruct the use of the Property or
nearby uses, the HRA may, but is under no obligation to, remove and dispose of the affected
portion of the placed Items.
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5. Time; Termination. This MOU shall be effective from the date of its final execution.
This MOU shall expire on January 31, 2025 unless terminated earlier. Either party to this MOU
may also terminate this agreement for any reason upon 14 days' notice. The Association shall, at
its own sole cost, remove all its remaining Items from the Property within fourteen (14) days of
any termination of this agreement. If the Association fails to do so, the HRA may remove any
remaining Items and the Association shall reimburse the HRA for the full cost of doing so.
6. Representation of Authority. The undersigned executing this agreement represent and
warrant that they have been duly authorized to execute this agreement and that this agreement shall
bind it to the terms and obligations contained herein.
7. Mutual Indemnification. To the fullest extent permitted by law, the Association agrees
to defend, indemnify and hold harmless the HRA, the City of Elk River, and their employees,
officials, and agents from and against all claims, actions, damages, losses and expenses, including
reasonable attorney fees, arising out of the Association's use of the Property or its placement of
said Items. The indemnification obligation shall apply to anyone directly or indirectly employed,
hired, or otherwise participating in the Association use, or anyone for whose acts the Association
may be liable. The HRA agrees to defend, indemnify and hold harmless the Association, and their
employees, officials, and agents from and against all claims, actions, damages, losses and
expenses, including reasonable attorney fees, arising out of the HRA's performance under this
agreement. It is understood and agreed that the provisions of the Municipal Tort Claims Act, Minn.
Stat. Ch. 466, and other applicable laws govern liability arising from the HRA's acts or omissions.
The parties agree this indemnity obligation shall survive the completion or termination of this
Agreement.
S. Entire Agreement; Modification. This MOU supersedes any prior or contemporaneous
representations or agreements, whether written or oral, between the Parties and contains the entire
agreement. Any modification to this MOU must be in writing and be signed by the parties.
9. Assignment. The Association may not assign this Agreement to any other person unless
written consent is obtained from the HRA.
10. No Employee Relationship. Nothing within this MOU shall be construed as creating an
agent or employee relationship between the HRA and the Association.
[Remainder of Page Intentionally Left Blank]
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Elk R}}'v,er Housing and Redevelopment
Autl(odity
nnis Chub�C t
C
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Brent ONeil
Executive Director
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Downtown Elk River Business
Association '
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Deft-RO. (LLCa V
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