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AGREEMENT <br />This Agreement, made and entered into this _ day of 2000, by and <br />between the City of Roseville, a Minnesota municipal corporation (the "City"), and The <br />Midland Hills County Club, a Minnesota non-profit corporation (the "Club"). <br />RECITALS <br />WHEREAS, the Club's premises, including but not limited to the Golf Course and <br />Clubhouse, are located at 1315 Larpenteur Avenue West, in the City of Roseville <br />(collectively referred to as the "Premises"); <br />WHEREAS, sometime in the near future, the Club intends to raise the Clubhouse; <br />WHEREAS, the City wishes to access the Premises, including the Clubhouse, to <br />conduct training exercises for its fire department personnel ("Training Exercises"); <br />WHEREAS, the Club agrees to grant the City's fire department personnel access to <br />and use of the Premises, primarily the Clubhouse, for Training Exercises, so long as the <br />City agrees to defend, indemnify, and hold harmless the Club with regard to all activities <br />related to the Training Exercises on the Premises. <br />NOW, THEREFORE, in consideration of the above recitals, it is hereby agreed as <br />follows: <br />l. Access to Premises. The Club hereby grants the City access to the Premises <br />for Training Exercises. <br />2. Waiver of Trespass. Pursuant to the grant of access in the preceding <br />paragraph, the Club hereby waives its right to assert a trespass claim against the City for <br />its access to and use of the Premises for the Training Exercises. <br />3. Indemnification. The City agrees to defend, indemnify and hold harmless <br />the Club from any claims or liability, whether known or unknown, whether foreseeable or <br />unforeseeable, arising out of the access to and use of the Premises for the Training <br />Exercises. <br />The City agrees to defend, indemnify and hold harmless the Club from any liability <br />arising out of any claim of injury from any person in connection with the City's access to <br />and use of the Premises for the Training Exercises. <br />85346 <br />