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MOU HRA & DERBA 05-16-2024 downtown furnitureMemorandum of Understanding This MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into as of the IV" day of toq , 2024 by and between the ELK RIVER HOUSING AND REDEVLLOPMENT 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 outdoor furniture on the Property for use by the public during the 2024 summer season; and WHEREAS, the Association has arranged to obtain the necessary furniture at its own sole expense; and WHEREAS, the HRA believes that placing outdoor furniture on the Property 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. Furniture Placement Authorized. The Association may place outdoor furniture on the - Property. 3. Responsibilities of Association. The Association shall be solely responsible for acquiring, transporting, placing, maintaining, cleaning, repairing, and removing the furniture. In no case shall the City be responsible for any portion of the cost associated with the furniture on the Property. 4. Responsibilities of the HRA. The HRA shall allow the furniture to be placed on the Property, and shall not remove the furniture except as provided in this MOU. If the furniture becomes 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 furniture. 5. Time; Termination. This MOU shall be effective from the date of its final execution. This MOU shall expire on November 1, 2024 unless terminated earlier. Either party to this MOU may also terminate this agreement for any reason upon 14 days' notice. The Association shall, at 230863v2 its own sole cost, remove all its remaining furniture 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 furniture 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 outdoor furniture. 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. 8. 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 Blaiik] 230863v2 Elk Rivo• dousing and Redevelopment AuthoitN/+ 1­16nns Chuba, Fh r~ T I V Brent O'Neil Executive Director 230863v2 Downtown Elk River Business