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2. Maintenance. Grantee shall be solely responsible for all maintenance of the Driveway Access Roads. All maintenance costs for the Driveway Access Roads shall be borne solely by Grantee and Grantee shall maintain such Driveway Access Roads in accordance with all applicable ordinances or requirements of the Grantor. Any maintenance work performed at the Driveway Access Roads shall be performed in a good, workmanlike, lien -free manner. 3. Insurance. Grantee shall at all times cause comprehensive liability insurance on the Driveway Access Roads to be maintained in commercially reasonable amounts. Grantor shall be named as an additional insured on such liability insurance policy and at the request of Grantor shall deliver to Grantor certificates of insurance evidencing that such insurance is in effect with the additional insured properly named. 4. indemnity. Grantee agrees to defend, indemnify and save harmless Grantor from and against any and all liability or claim thereof (including but not limited to reasonable actual attorney fees and costs) whether for injury to persons, including death, or damage to property, which may be imposed upon, incurred by or asserted against Grantor allegedly or actually arising in connection with or as a direct or indirect result of use of the Driveway Access Roads. 5. Authority. Grantor represents and warrants to Grantee that Grantor is the true and lawful fee simple owner of Parcel A and has the full right, power and authority to grant the Easement as herein provided. 6. Amendment; Termination. No termination, amendment or waiver of any of the provisions of this Easement Agreement shall be effective unless in writing, signed by the Grantee and Grantor. 7. Binding on Successors and Assigns. This Easement Agreement is intended to and shall run with the land, and shall be binding upon and inure to the benefit of Grantee and Grantor and their respective successors and assigns, for the benefit (and burden) of the present and future owners of Parcel A and Parcel B, singularly and collectively. Wherever the term Grantee or Grantor is used herein, such term shall be deemed to include such Party's respective successors and assigns. 8. Notices. Notices permitted or required hereunder shall be writing and shall be delivered or sent by certified mail or overnight delivery by a reputable national carrier to the addresses provided below provided that any party may change such address by written notice to the other party: If to Grantor: with a copy to: 1325553/3162 -0079 City of Little Canada Attn: 515 Little Canada Road East Little Canada, MN 55117 -1600 Phone: -2-