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Chapter 115B ("MERLA"). In the event that Coventry fails to repair or maintain the Limited Use
<br /> Area during the term of this Agreement, such limited use grant may be revoked by the EDA. Upon
<br /> termination of this Agreement,Coventry shall return the Limited Use Area to its original condition.
<br /> 6. Hold Harmless; Indemnification. Any and all claims that arise or may arise
<br /> against Coventry, its officers, employees, agents, or contractors while engaged in its use of the
<br /> Limited Use Area shall in no way be the obligation of the EDA. Furthermore, Coventry shall
<br /> indemnify, hold harmless, and defend the EDA, its officials, employees, contractors, and agents
<br /> from and against any and all liability, loss, costs, damages, expenses, claims, actions, or judgments,
<br /> including reasonable attorneys' fees which Coventry, its officers, employees, agents, or contractors
<br /> may hereinafter sustain, incur, or be required to pay, arising out of by reason of any act or failure to
<br /> act by Coventry, its officers, employees, agents, or contractors or arising out of or by reason of this
<br /> Agreement. Nothing in this Agreement shall be construed as a waiver by the EDA of any
<br /> immunities, defenses, or other limitations on liability to which the EDA is entitled by law, including
<br /> but not limited to the maximum monetary limits on liability established by Minnesota Statutes
<br /> Chapter 466 or otherwise.
<br /> 7. Insurance. During the term of this Agreement,Coventry shall procure and keep in
<br /> force "occurrence" based commercial general liability insurance. providing coverage for bodily
<br /> injury, personal property damage, personal injury, and contactual liability, on terms and with
<br /> companies acceptable to the EDA. Such policy or policies shad have combined policy limits in
<br /> amounts not less than $1,500,000. All insurance policies must name the EDA as an additional
<br /> insured and be effective upon possession of the Limited Use Area by Coventry and provide for 30
<br /> days' notice to the EDA in the event of cancellation or modification of the policy and 10 days'
<br /> notice for nonrenewal.
<br /> 8. Term and Termination. The term of this Agreement commences on the effective
<br /> date of this Agreement and will be valid until December 31, 2013. The Agreement will continue
<br /> from month to month thereafter subject to termination by either party. Either party may terminate
<br /> this Agreement upon at least seven days' written notice to the other party. Upon termination of this
<br /> Agreement, Coventry shall immediately remove any vehicles, equipment, materials, supplies, and
<br /> any other personal property from the Limited Use Area and return the Limited Use Area to the
<br /> condition it was in prior to Coventry's use at its sole cost.
<br /> 9. Notices. Any notice, demand, or other communication under this Agreement by
<br /> either party to the other shall be sufficiently given or delivered if it is dispatched by certified or
<br /> registered mail or delivered personally to the respective address of each party as set forth in the
<br /> beginning of this Agreement.
<br /> 10. Entire Agreement; Modification. This Agreement constitutes the entire agreement
<br /> between the parties and supersedes any other written or oral agreements between the parties. Any
<br /> modification of this Agreement or additional obligation assumed by any party in connection with
<br /> this Agreement shall be binding only if evidenced in writing signed by the parties to be affected
<br /> by said modification or additional obligation.
<br /> 12. Assignment. Coventry shall not have the right to assign any rights under this
<br /> Agreement except with the prior, express, and written consent of the EDA.
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<br /> 409586v1 SJS MU210-189
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