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relating to City's or City Authorized Parties pursuant to this Agreement. City agrees to <br />indemnify Millers from any liability, cost or expense arising out of or relating to the presence of <br />City Authorized Parties on the Property pursuant to the terms of this Agreement or City's <br />exercise of its right or performance of its obligations under this Agreement, except for liability, <br />cost or expenses arising out of the Millers' negligence or intentional misconduct. <br />3. Liens. City shall not permit any mechanics', materialmens' or other liens to stand <br />against the Property or any part thereof for work or materials furnished to City or City <br />Authorized Parties in connection with the right of entry granted pursuant to this Agreement and <br />City agrees to indemnify, defend and hold harmless the Millers from and against the same. <br />4. Governing Law. The parties agree that the interpretation and construction of this <br />Agreement shall be governed by the laws of the State of Minnesota. <br />5. Counterparts. This Agreement may be executed in two or more counterparts, each of <br />which shall be deemed an original but all of which together shall constitute one and the same <br />instrument. <br />6. Termination. This Agreement terminates upon Miller's conveyance of the Property to <br />City. <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day <br />and year first above written. <br />RAB, LLC <br />By By <br />David A. Miller Teresa Estes Miller <br />CITY OF LITTLE CANADA, MINNESOTA <br />By <br />William Blesener <br />Its: Mayor <br />By <br />Joel R. Hanson <br />Its: Administrator <br />