Agenda - Council - 08/13/2013 - Laserfiche WebLink

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10. Warranties of Title. Ramsey hereby warrants to JR that (a) after acquiring the Premier Property from Premier, Ramsey will have good and indefeasible fee simple title to the License Area, (b) Ramsey has the full right and lawful authority to grant the License described in this License Agreement, and (c) JR may peaceably have, hold and enjoy the License described in this License Agreement. 11. Continuation of Benefits and Burdens. All provisions of this License Agreement, including the benefits and burdens, are binding upon and shall inure to the benefit of the assigns, licensees, invitees, successors, tenants and employees of the parties to this License Agreement. 12. Termination of License. Ramsey is purchasing the Premier Property as part of proposed expansion and improvement of the Highway 10 corridor ("Highway 10 Project"). This License Agreement shall remain in full force and effect until final approval and implementation of the Highway 10 Project. When Ramsey transfers the Premier Property to the State of Minnesota as part of the Highway 10 Project, this License Agreement shall terminate and be of no further force and effect. Neither the Minnesota Department of Transportation (MnDOT), the State of Minnesota nor Ramsey shall be obligated to compensate the then owners of the JR Property for the termination of this License Agreement or the loss by the JR Property of access over the License Area to Highway 10. JR, their successors and assigns waive any claims for damages to the fair market value of the JR Property as a result of the termination of this License Agreement and further waive any claim for relocation benefits. Ramsey agrees to use its best efforts to give the owners of the JR Property ninety (90) days notice before this Agreement is terminated. JR agrees that this Agreement shall terminate upon transfer of the Premier Property to the State of Minnesota. 13. Strict Construction. The rule of strict construction does not apply to this License Agreement. This License Agreement shall be given a reasonable construction so that the intention of the parties to convey a commercially usable right of enjoyment to the parties is carried out. 14. Amendments. The parties hereto acknowledge and agree that this License Agreement shall not be modified or amended without the written approval of both parties. 15. Termination of Covenant or Liability. Whenever a transfer of ownership of either the Premier Property or the JR Property occurs, liability of the transferor for breach of any covenants occurring thereafter automatically terminates provided, however, such transferor shall remain liable for any sums of money or obligations incurred prior to such transfer. 4