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the Existing Improvements, the Access Easement, and the Expanded Parking Improvements, if
<br />any, and indemnify HRA from and against any loss, cost, damage, liability, or expense arising
<br />out of such third party claims, all as set forth in Section 5. Except for the construction of
<br />Expanded Parking Improvements pursuant to Section 7.1, RPC may not construct any new or
<br />additional improvements within the Parking Easement or the Access Easement without HRA's
<br />prior written consent, which consent HRA may grant or withhold in its sole and absolute
<br />discretion.
<br />Section 14.Indemnification. To the extent permitted by law, RPC hereby agrees to
<br />indemnify, defend and hold harmless HRA, the City of Ramsey, Minnesota and their respective
<br />agents, members, directors, board members, officers, agents, affiliates, mortgagees, and
<br />employees (the "Indemnified Parties") from and against any and all losses, costs, damages,
<br />expenses, or liabilities (including reasonable attorneys' fees and costs) arising out of any third
<br />party demands, claims, or lawsuits including, but not limited to, claims for bodily injury
<br />(including death), property damage or economic loss and fines or penalties arising out of one or
<br />more Permitted User's use of the Existing Improvements, as the same may be expanded, the
<br />Access Easement, as the same may be expanded, and the Expanded Parking Improvements, if
<br />any.
<br />Section 15.Insurance. During the term of the Parking Easement and the Access
<br />Easement, RPC must name the Indemnified Parties as an additional insured on the policy or
<br />policies of liability insurance RPC maintains with respect to the RPC Property and must, upon
<br />the HRA's request, provide the HRA with evidence that such insurance is in place and in full
<br />force and effect. As between the insurance provided under RPC's policy and any other insurance
<br />covering the Indemnified Parties, the insurance provided under RPC's policy shall be primary
<br />with respect to any claims asserted against the Indemnified Parties that arise out of the use,
<br />maintenance, repair or replacement of the Parking Easement, as the same may be expanded, the
<br />Access Easement, as the same may be expanded, the Existing Improvements or the Expanded
<br />Parking Improvements, if any, by one or more Permitted Users.
<br />Section 16.Future Development of Improvements.
<br />(a) If RPC elects to construct one or more additional improvements on the
<br />RPC Property and as a result of such construction RPC will need additional parking spaces to
<br />satisfy the parking requirements of the City of Ramsey's Ordinances, HRA must, upon RPC's
<br />written request, join with RPC in executing and recording an amendment to this Agreement that
<br />amends Exhibit D of this Agreement to expand the size of the Easement Area within the 60 Foot
<br />Strip to accommodate up to an additional 50 parking stalls and access thereto; provided, the total
<br />number of stalls in the Easement Area, as expanded, may not exceed 104 parking stalls. RPC
<br />agrees to construct, at its sole cost and expense, the Expanded Parking Improvements. HRA
<br />may, in its sole and absolute discretion, direct RPC as to the configuration of the Expanded
<br />Parking Improvements, and may from time to time reconfigure and re -stripe the parking stalls in
<br />the Easement Area; provided, however, HRA cannot reconfigure the parking stalls in a manner
<br />that results in fewer parking stalls being available to RPC than were available to RPC before
<br />such reconfiguration. If HRA and RPC amend this Agreement to expand the Easement Area, but
<br />RPC fails to complete construction of the Expanded Parking Improvements within one (1) year
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