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2 409586v1 SJS MU210-189
<br />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.
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<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.
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<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 contractual liability, on terms and with
<br />companies acceptable to the EDA. Such policy or policies shall 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.
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<br /> 8. Term. This Agreement shall be effective upon execution and shall terminate on
<br />December 31, 2013.
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<br /> 9. Termination. The EDA or Coventry may terminate this Agreement at any time for
<br />any reason, or for no reason at all, by providing seven days’ written notice to the other party. Upon
<br />termination of this Agreement, Coventry shall immediately remove any vehicles, equipment,
<br />materials, supplies, and any other personal property from the Limited Use Area and return the
<br />Limited Use Area to the condition it was in prior to Coventry’s use at its sole cost.
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<br /> 10. 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.
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<br /> 11. 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.
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<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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