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SJR-273913v1
<br />MU205-30
<br />
<br />2
<br />H. Pursuant to the terms of the Development Agreement, the City desires to grant
<br />access rights to Medtronic so that Medtronic can connect their trail system to that of the City.
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<br />I. The City desires to grant to Medtronic the easements contemplated herein, according
<br />to the terms and conditions contained herein.
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<br />AGREEMENT
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<br /> NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
<br />which is hereby acknowledged, the City and Medtronic agree as follows:
<br />1. Recitals. The recitals set forth above are incorporated into this Agreement by
<br />reference.
<br />2. Grant, Construction, Maintenance and Use of the Fire Road Easement. The City
<br />hereby grants, bargains, sells and conveys to the present and any future owner of the Medtronic
<br />Property, its employees, invitees, agents, tenants and guests, a perpetual easement for the
<br />purpose of constructing, maintaining and using the Fire Road, as depicted on Exhibit C, for
<br />ingress and egress of vehicular and pedestrian traffic (the “Fire Road Easement”). Medtronic
<br />shall construct the Fire Road and shall be solely responsible for all maintenance and repair of the
<br />Fire Road, including removal of snow and ice. The City shall have no responsibility for the
<br />maintenance or repair of the Fire Road.
<br />3. Grant of Billboard Access Easement. The City hereby grants, bargains, sells and
<br />conveys to the present and any future owner of the Medtronic Property, its employees, invitees,
<br />agents, tenants and guests, a perpetual easement for the purpose of ingress and egress of
<br />vehicular and pedestrian traffic, extending over, upon and across the Triangle Parcel for the
<br />purposes of accessing the Billboards as required by the Leases (the “Billboard Access
<br />Easement”).
<br />4. Grant of Trails Easement. The City hereby grants, bargains, sells and conveys to
<br />the present and any future owner of the Medtronic Property, its employees, invitees, agents,
<br />tenants and guests, a perpetual easement for the purpose of ingress and egress of pedestrian
<br />traffic, extending over, upon and across the Triangle Parcel for the purposes of accessing any
<br />trail system that exists now, or in the future, on the Triangle Parcel as contemplated in the
<br />Development Agreement (the “Trail Access Easement”).
<br />5. Indemnification. Medtronic shall at all times indemnify and hold harmless the City
<br />from any and all claims for damages, including costs and attorney fees, arising from or by reason of
<br />the Fire Road Easement, the Billboard Access Easement and the Trail Access Easement. the design,
<br />construction, maintenance and use of the Fire Road and/or Medtronic’s access to the Billboards.
<br />Nothing in this Agreement shall be construed as a waiver by the City of any immunities, defenses,
<br />or other limitations on liability to which the City is entitled by law, including but not limited to the
<br />maximum monetary limits on liability established by Minnesota Statutes, Section 466.04.
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