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Easement Area. Grantees acknowledge and agree that maintaining any improvements within the Easement Area are at Grantees' sole risk and expense, and the Grantor shall in no circumstance be held liable for damages caused directly or indirectly from the flooding of the Subject Property or the Easement Area. 8. Liability; Indemnification. Notwithstanding anything to the contrary in this Agreement, the Grantor, its officers, agents, and employees shall not be liable or responsible in any manner to the Grantees, Grantees' successors or assigns, or to any other person or persons for any claim, demand, damage, or cause of action of any kind or character arising out of or by reason of the execution of this Agreement or the performance of this Agreement, nor will Grantees make any claim against the Grantor for or on account of any injury, loss or damage resulting from Grantees' Property or use thereof. Grantees shall indemnify, hold harmless and defend the Grantor, its officials, employees, contractors and agents from and against any and all liability, loss, costs, damages,expenses, claims, actions or judgments, including reasonable attorneys' fees which Grantor, its officers, employees, agents or contractors may hereinafter sustain, incur, or be required to pay, arising out of or by reason of any act or failure to act by Grantees, its officers, employees, agents or contractors or arising out of or by reason of this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the City is entitled under Minnesota Statutes, Chapter 466, or otherwise. 9. Assignment. The rights granted to Grantees hereunder may not be transferred or assigned without the prior written consent of the Grantor. In the event of the sale of the property to another bona fide buyer,such consent shall not be unreasonably withheld. 10. No Damages; No Relocation Benefits. Grantees understand and acknowledge that Grantor is willing to enter into this Agreement and carry out its obligations hereunder only because Grantees have agreed that they will make no claim for damages upon termination of this Agreement or pursuant to any other agreement with the Grantor. 11.No Property Interest. This instrument is not an easement or a lease, creates no landlord- tenant relationship, and nothing in this Agreement will be deemed to create any property interest other than as expressed in this Agreement. 12.Notice. Any notice which is required under this Agreement will be deemed "given" upon hand delivery or three (3) days after prepaid posting in the U. S. Mail, whichever will first occur. Notices shall be delivered or mailed to, or to such other address as a party may designate by notice to the other party: 3 467428v3 SJR MU210-5