Memorandum of Understanding COER DERBA (Red Chair)Memorandum of Understanding
This MEMORANDUM OF UNDERSTANDING ("MOU") is made and entered into as
of the y"- day of ,SP. - (,Wbf y' , 2026 by and between the ELK RIVER
HOUSING AND REDEVELOPMENT AUTHORITY, a public body corporate and politic
under the laws of the State of Minnesota ("HRA") and the DOWNTOWN ELK RIVER
BUSINESS ASSOCIATION, a Minnesota nonprofit corporation ("Association").
I ti X4j I F.M
WHEREAS, the HRA owns the real property with a PID of 75-00405-0235 (the
"Property"); and
WHEREAS, the Association has offered to place an oversized Adirondack chair (the
"Furniture") on the Property for use by the public; and
WHEREAS, the Association has arranged to obtain the Furniture at its own sole expense;
and
WHEREAS, the HRA believes that placing the 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; 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 is authorized to place the Furniture
on the Property through the terns of this MOU. In no case shall the HRA be responsible for any
portion of the cost associated with the 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. The
Association shall ensure the Furniture is removed from the Property on or before the date the
authorization ends.
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 and
shall continue until terminated by either party. Either party to this MOU may terminate this
agreement for any reason upon sixty (60) days' written notice. The Association shall, at its own
sole, cost, remove the 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 the 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
the 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.
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Elk River Housing and Redevelopment
Authority
Na e Ovall, Chair
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Brent O'Neil, Executive Direct r
Downtown Elk River Business
Association