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EXHIBIT B <br />Deed of Gift <br />KNOW ALL BY THESE PRESENTS, that the Roseville Central Park Foundation, a <br />Minnesota nonprofit corporation (the "Foundation"), in consideration of the sum of One Dollar <br />($1.00) and other good and valuable consideration to it in hand paid by the City of Roseville, <br />Minnesota (the "City"), does hereby grant, assign, and convey unto the City and its assigns, <br />forever, the project known as the restroom construction in the Roseville Central Park Muriel <br />Sahlin Arboretum (the "Project"), to have and to hold the same, by the City, and its assigns, <br />forever. Sy acceptance of this Deed of Gift, the City agrees that the Project is accepted as is, <br />with no representations or warranties from the Foundation, and the City further agrees to <br />indemnify, defend, and hold harmless the Foundation, its officers, directors, and employees, <br />from and against any and all liabilities, claims, demands, actions or causes of action which now <br />exist or may subsequently arise, directly or indirectly, in connection with planning, organizing, <br />designing, administering, constructing, maintaining and/or operating the Project. This Deed of <br />Gift shall be binding upon the successors and assigns of the City and the Foundation, and shall <br />inure to the benefit of the City and the Foundation, their successors and assigns. <br />IN TESTIMONY WHEREOF, the Foundation has executed this document this <br />day of , 200_. <br />ROSEVILLE CENTRAL PARK FOUNDATION <br />: <br />STATE OF MINNESOTA <br />COUNTY OF <br />Its: <br />The foregoing instrument was acknowledged before me this day of , <br />200_, by , the of the <br />Roseville Central Park Foundation, a Minnesota nonprofit corporation, on behalf of the <br />corporation. <br />Notary Public <br />2231209v2 B-1 <br />