2B, Ramsey County Public Works Facility Discussion

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XI. ADDITIONAL CONSTRUCTION A. Ramsey County hereby reserves the right to construct such additional improvements to or on the Facility, as it, in its sole discretion, deems appropriate. To the extent such additional improvements result in increases to some or all operating costs as outlined in ATTACHMENT E, the relative shares of the parties operating costs shall be adjusted. B. The City of Arden Hills and/or the Mounds View School District may propose additions or improvements to the Facility to the Operations Committee, subject to approval by the Ramsey County Board. To the extent such additional improvements result in increases to some or all operating costs as outlined in ATTACHMENT E, the relative shares of the parties operating costs shall be adjusted. XII. GENERAL TERMS AND CONDITIONS A. Events of Termination 1. This Agreement maybe mutually ten- inated upon terms and conditions as agreed to by the Parties. 2. Except as hereinafter provided, no party may terminate this Agreement unilaterally during the initial ten-year period. Thereafter, the City of Arden Hills or the Mounds View School District may unilaterally terminate its participation in this Agreement upon 12 months' written notice, delivered in person to each of the other parties highest elected official or designee. 3. In the event that the City of Arden Hills or the Mounds View School District desire to terminate its participation in this Agreement, the City of Arden Hills or the Mounds View School District may negotiate the transfer of its interest in its respective parcel to one of the other parties. If a negotiated transfer is not achieved, the City of Arden Hills or the Mounds View School District may vacate their respective parcel, at which time the use of the space shall revert back to the County. 4. Upon expiration or early termination of participation in this Agreement, as herein provided, any funds remaining in the Retained Earnings account, shall be returned to the terminating party in an amount equal to the terminating party's contribution to the Retained Earnings account, less payment of all outstanding Facility debts. B. Indemnification Each Party to this Agreement shall be Iiable for its own acts to the extent provided by law and hereby agrees to indemnify, hold harmless, and defend the others, its officers and employees against any and all liability, loss, costs, damages, expenses, claims, or actions, including attorney's fees which the other, its officers and employees may hereafter sustain, incur, or be required to pay, arising out of Ramsey County Public Works/Partners Agreement:Created on 1 I/5/2003 3:34 PM 7 of 16