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DRAFT – FOR DISCUSSION ONLY.  <br />6  <br />  <br />17. The Society/Nonprofit agrees to hold the City harmless from any claims or charges <br />arising in any way out of the operation of the premises and to reimburse the City for any <br />and all losses it incurs as a result of such claims. The provision shall not, however, apply <br />to such claims or losses for which the City or the Society/Nonprofit is provided coverage <br />under the City’s general public liability insurance policies or umbrella policies. <br /> <br />18. The Society shall neither assign nor transfer any rights or obligations under the <br />Agreement without the City’s prior written consent, except that the Society shall transfer <br />all rights and obligations under this Agreement, as well as all unexpended funds donated <br />to the Hopkins Schoolhouse project, to the Nonprofit once formed. At that time, the <br />authorized agent shall transfer to the President of the Nonprofit for the purposes of this <br />Agreement. Any and all notices, reports, or other submissions to the Society shall be <br />made to this individual or their successor in office at the following address: <br />Justin Brink <br />President <br />Hopkins Schoolhouse and Heritage Center <br />14669 Fitzgerald Avenue North <br />Hugo, Minnesota 55038 <br /> <br />Once the rights and obligations under the agreement have been transferred to the <br />Nonprofit, the Nonprofit shall neither assign nor transfer any rights or obligations under <br />this Agreement without the City’s prior written consent. <br /> <br />19. Any and all amendments to this Agreement shall be in writing and executed by the same <br />parties who executed the original Agreement, the authorized agent for the Nonprofit, or <br />their successors in office. <br /> <br />20. This Agreement may be terminated by either party upon one hundred eighty(180) days’ <br />prior written notice to the other party, in which case the Society/Nonprofit shall retain <br />any unused funds to be used for mission-related purposes. <br /> <br />21. No residential use may be made of the Site. <br /> <br />22. If the City decides to sell or modify use of the property, the City shall provide a minimum <br />two-years notice to the Society/Nonprofit and shall: <br />a. Provide the first right of refusal to the Society/Nonprofit to purchase the Site at a <br />price that shall not exceed the assessed value of the land, excluding any value <br />associated with the restored building or other structures on the property; and/or <br />b. Transfer the ownership of the schoolhouse building to the Society/Nonprofit at no <br />cost, with rights to move the schoolhouse building to another location within the <br />City of Hugo or Forest Lake. <br /> <br />23. If a government body acts to acquire the property by eminent domain: