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ARTICLE VI: INDEMNIFICATION; IMMUNITIES <br /> A. The YMCA shall defend, indemnify and hold harmless the City, the Mounds View <br /> Economic Development Authority (the "EDA"), and their elected officials, officers, employees, <br /> agents, and representatives, from and against any and all claims, costs, losses, expenses, demands, <br /> actions or causes of action, including reasonable attorneys' fees and other costs and expenses of <br /> litigation, which arise or purport to arise out of this Agreement for services or goods provided by <br /> the YMCA hereunder. <br /> B. Nothing in this Agreement shall be deemed to be a waiver by the City, the EDA or <br /> their elected officials of any limitations on or immunities from liability set forth in Minnesota <br /> Statutes, Chapter 466 or to which the City, the EDA or their elected officials, officers, employees, <br /> agents and representatives are otherwise entitled. <br /> ARTICLE VII: TERMINATION <br /> A. Termination for Cause. <br /> If the YMCA fails to perform any of the terms, conditions, or requirements of this <br /> Agreement, the City may give the YMCA thirty (30) days written notice of such failure. After <br /> receipt of the written notice, the YMCA will have up to thirty (30) days to correct the problem, <br /> except that the City may in any case take immediate steps it determines are necessary to correct <br /> the problem in order to protect the health, safety and welfare of the City and the public prior to <br /> the end of the thirty (30) day period without affecting the City's right to terminate the YMCA; <br /> and, provided further that the YMCA shall pay to the City an amount equal to all City costs and <br /> expenses incurred in taking such action, such payment to be made within 30 days of the City's <br /> written request to the YMCA for such reimbursement. If the YMCA fails to correct the problem <br /> within the thirty (30) day period, the City may terminate the Agreement by giving the YMCA <br /> thirty (30) days written notice of such termination. <br /> If the City fails to perform any of the terms, conditions or requirements of this <br /> Agreement, the YMCA will give the City thirty (30) days written notice of such failure. After <br /> receipt of the written notice, the City will have thirty (30) days to correct the problem, except <br /> that the YMCA may in any case take immediate steps at the City's expense to correct the <br /> problem in order to protect the health, safety and welfare of the City and the public prior to the <br /> end of the thirty(30) day period without affecting the YMCA's right to terminate the Agreement. <br /> If the City fails to correct the problem within that thirty (30) day period, the YMCA may <br /> terminate the Agreement by giving the City thirty (30)days written notice of such termination,- <br /> WOULDN'T GIVE THE Y THIS POWER). <br /> B. Termination by Mutual Consent <br /> After August 31, 2000, if both the YMCA and the City agree that this Agreement is not fulfilling <br /> the desired results for both parties,this agreement can be terminated at a mutually agreed upon date <br /> at least one hundred and eighty days into the future. Such a date shall be selected to cause the least <br /> disruption to the operation of the Center and to recreation programming. The general reasons for <br /> terminating the agreement as well as the date of termination of this Agreement must be documented <br /> and signed by both parties. <br /> SJR-159255 <br /> MU210-35 <br />