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Attachment B
<br />AGREEMENT
<br />This Agreement is made and entered into by and between AutoZone Development
<br />Corporation, a foreign corporation, ("AutoZone") and the City of Roseville, Minnesota, a
<br />municipal corporation, ("City") as of the final date of signature of the parties below.
<br />WHEREAS, AutoZone has entered into a Purchase Agreement with the current owners
<br />of certain property located within the City boundaries ("Property"), fully described within
<br />Exhibit A of this Agreement;
<br />WHEREAS, AutoZone intends to engage in building construction and improvements on
<br />the Property that do not conform with certain City flood plain regulations contained within
<br />Chapter 1017 of Roseville City Code;
<br />WHEREAS, AutoZone's purchase of the Property in contingent upon gaining approval
<br />from the City for said construction and improvements;
<br />WHEREAS, City approval for said construction and improvements requires a variance
<br />under local flood plain regulations contained within Chapter 1017 of Roseville City Code;
<br />WHEREAS, AutoZone obtained such a variance from the City on or about May 7, 2014,
<br />as reflected in minutes and memoranda attached hereto as Exhibit B, conditioned upon AutoZone
<br />executing a written liability waiver and release in favor of the City; and
<br />WHEREAS, the parties intend this Agreement to serve as such written instrument.
<br />NOW, THEREFORE, in consideration of the covenants and mutual promises contained in
<br />this Agreement, the parties agree as follows:
<br />1. In exchange for the City's authoriaation to engage in the building construction and
<br />improvements upon the Property as reflected in the contents of Exhibit B, the sufficiency
<br />of which is hereby acknowledged, AutoZone agrees to forever waive and release the City
<br />of Roseville along with its past, present, and future elected officials, employees, officers,
<br />agents, insurers, successors, and assigns, and each of them, separately and collectively,
<br />from any and all claims, liens, demands, sums of money, actions, rights, claims for relief,
<br />causes of action, debts, obligations, damages and liabilities, including attorneys' fees and
<br />costs, arising from or related to any property or personal damage or loss, of any nature or
<br />severity, which may arise in connection with the Property and that is relevant to said
<br />authorization by the City under City Code Chapter 1017 and its successors. AutoZone
<br />enters into this covenant and promise on behalf of itself, its directors, managers, officers,
<br />agents, employees, insurers of any kind, any past, present or future parent, subsidiary or
<br />affiliated corporations or entities, and any predecessor or successor corporations or
<br />entities, and any future purchasers or owners of the Property, and each of them separately
<br />and collectively.
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