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6405221v9
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<br />4
<br />449236v2 NE136-8
<br />retaining wall, and fence and the use of the Encroachment Area by the Owner. The Master
<br />Association shall indemnify, hold harmless and defend the City, its officials, employees,
<br />contractors and agents, from and against any and all claims, losses, proceedings, damages, causes
<br />of action, liability, costs or expenses (including reasonable attorneys’ fees), arising from or in
<br />connection with or caused by any act, omission or negligence of the Master Association, its
<br />contractors, licensees, invitees, agents, servants or employees in connection with the
<br />maintenance, operation, repair, improvement and replacement of the monument and the
<br />landscaping and the underground sprinkler systems located in the 14th Street Northwest right-of-
<br />way, the landscaping and the underground sprinkler systems located in the Northwest Parkway
<br />right-of-way, and the use of the Encroachment Area by the Master Association. The Single
<br />Family Association shall indemnify, hold harmless and defend the City, its officials, employees,
<br />contractors and agents, from and against any and all claims, losses, proceedings, damages, causes
<br />of action, liability, costs or expenses (including reasonable attorneys’ fees), arising from or in
<br />connection with or caused by any act, omission or negligence of the Single Family Association,
<br />its contractors, licensees, invitees, agents, servants or employees in connection with the
<br />maintenance, operation, repair, improvement and replacement of the retaining wall and fence
<br />located in the Park Property and the use of the Encroachment Area by the Single Family
<br />Association. Nothing in this Agreement shall be construed as either party waiving any exception
<br />from, or limitation on, its liability provided in Minnesota Statutes, chapter 466 or in other law.
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<br />8. Governing Law and Amendments. This Agreement shall be governed by the
<br />laws of the State of Minnesota and may only be modified or amended with the written consent of
<br />all parties.
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<br />9. Binding Agreement. This Agreement constitutes the entire agreement between
<br />the parties regarding this matter and is binding on the parties until terminated by mutual
<br />agreement or revoked by the City.
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<br />10. Incorporation. The recitals contained herein, and the exhibits attached hereto,
<br />are incorporated in and made part of this Agreement.
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