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<br />that Declaration of Private Road Easement and Related Covenants (Fox Circle), filed in the
<br />Hennepin County Registrar of Titles as Document No. T2868639 (the “Fox Street Declaration”),
<br />shall not be interrupted by the City’s Permitted Activities, except that the area of such access may be
<br />temporarily reduced during City’s Permitted Activities within the Grantor Tract, and (ii) the City
<br />shall, at the City’s expense, restore any portion of the Grantor Tract disturbed or altered by any
<br />Permitted Activities to the condition reasonably similar to the condition existing prior to such
<br />Permitted Activity. Grantor acknowledges that the City will make all reasonable efforts to minimize
<br />the disturbance or alteration of the affected portion of the Grantor Tract, and that the City shall not be
<br />obligated to conduct or reimburse the Grantors for extensive landscaping work or materials as part of
<br />the restoration work.
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<br /> 2. City Maintenance of Improvements. In the event that the City desires to conduct
<br />routine maintenance, repairs, inspection, or replacement to the Improvements, the City shall have the
<br />right to enter the Grantor Tract to perform such work; provided, however, for any major repairs,
<br />replacements, or planned disruptions, the City shall first attempt to provide reasonable notice to the
<br />Grantors prior to performing work within the Grantor Tract. Notwithstanding the forgoing, in the
<br />event of an emergency, the City may enter upon the Grantor Tract without such prior notice to the
<br />Grantors.
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<br /> 3. Reserved Use of Grantor Tract. The Grantors reserve the right to occupy, use and
<br />maintain the Grantor Tract for all purposes that do not interfere with or prevent use of the Grantor
<br />Tract by the City as contemplated herein, and, without limiting the forgoing, Grantors shall be
<br />permitted to construct, maintain and repair, as necessary, any landscaping and improvements within
<br />the Grantor Tract to the extent such activities do not interfere with the City’s easement granted
<br />herein.
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<br /> 4. Indemnification. The Grantors shall indemnify and hold the City harmless from and
<br />against all claims, lawsuits, costs, expenses, damages or liabilities (including reasonable attorneys’
<br />fees and costs) arising or resulting from any occurrence caused by Grantors within the Grantor Tract,
<br />including, to the extent arising out of the possession, use, occupancy, maintenance or control of the
<br />Grantor Tract, except to the extent caused by the gross negligence, willful misconduct, breach of this
<br />Agreement or violation of applicable laws by the City, anyone claiming under the City or any of its
<br />respective employees, agents, representatives, contractors and/or subcontractors, and the filing or
<br />potential filing of any mechanic’s or materialman’s lien or other proceeding (including, without
<br />limitation, any lis pendens) against the Grantor Tract in connection with any work or activity by the
<br />City or anyone claiming under the City or any of its respective employees, agents, representatives,
<br />contractors and/or subcontractors.
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<br /> 5. Insurance. Each party shall maintain their own commercial general liability
<br />insurance against claims on account of bodily injury or death and property damage incurred upon or
<br />about the Grantor Tract as related that party’s use of the Grantor Tract, in amounts deemed prudent
<br />and reasonable under the circumstances. Notwithstanding anything to the contrary contained herein,
<br />the parties hereby release one another and their respective agents from any and all liability (to the
<br />other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or
<br />damage covered by property or liability insurance within the Grantor Tract, to the amount of
<br />insurance proceeds received, even if such loss or damage was caused by the fault or negligence of
<br />the other party, or anyone for whom such party may be responsible.
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<br /> 6. Notice of Future Connection Fees. In addition to the grant of easement herein to the
<br />City, the Grantors hereby memorialize an agreement between the City and the Initial Beneficiaries as
<br />to future use of the Improvements within the Grantor Tract. Specifically, pursuant to a separate,
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