CCP 01-13-2009 (3) - Laserfiche WebLink

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September 30, 2009. If the City pays MT the $13,375 at Closing, MT agrees to take immediate steps to terminate all leases for the Billboard at the earliest possible date allowed under the leases. In all cases, MT shall be responsible for all costs related to termination of the Billboard lease and will secure the removal of any and all billboard structures from the Butcher's Spur. The provisions of this paragraph shall survive Closing if the City does not enter into the license agreement. If the City enters into the license agreement at Closing, the provisions of this paragraph shall not survive Closing and shall be merged into the delivery of the license agreement. 13. Relocation Waiver. City represents to MT that, absent a mutually satisfactory agreement for the acquisition of the Butcher's Spur, the City will not acquire the Butcher's Spur from MT. MT agrees to execute and deliver to City at Closing a waiver of relocation benefits in the form of Exhibit G attached hereto. 14. Railroad Wye. MT and City desire that a railroad wye be constructed in the future on Lot 2 of the Exchange Property. City has applied for a grant from the State of Minnesota to finance all or a portion of the construction of the wye. As a condition of the grant, the State will require that the City obtain an easement that allows the City to construct, operate and maintain the railroad wye for a period of at least 30 years. MT acknowledges receipt of a draft grant agreement dated 6-22-08. Upon approval of the grant and request by the City, MT agrees to enter into an Easement Agreement in substantially the form of the attached Exhibit I and to obtain the consent and subordination of any lienholder's interest to such easement. The final form of Easement Agreement shall be deemed to be substantially in conformity with the attached Exhibit I so long as the final Easement Agreement and final terms of the grant agreement are not materially different from the 6-22-08 draft grant agreement in any manner that adversely affects MT's interests. The provisions of this paragraph shall survive closing. 15. No Partnership or Joint Venture. Nothing in this Agreement shall be interpreted as creating a partnership or joint venture among the parties. 16. Broker Commissions. Each party represents and warrants to the other parties that there is no broker involved in this transaction with whom the warranting party has negotiated or to whom the warranting party has agreed to pay a broker commission. Each party agrees to indemnify the other parties for any and all claims for brokerage commissions or finders' fees in connection with negotiations for the purchase and sale of the Butchers Spur or Exchange Property arising out of any alleged agreement or commitment or negotiation by the indemnifying party. 17. Registration Proceedings. The parties acknowledge and agree that City is currently registering title to a portion of Butcher's Spur, which registration shall be conducted at the sole cost and expense of City. MT agrees to reasonably cooperate, at no expense or cost to MT, with City in such registration. 18. No Merger. Except as expressly provided otherwise, the provisions of this Agreement shall not be merged into any instruments or conveyance delivered at Closing, and the parties shall be bound accordingly. By way of example and not limitation, the provisions of paragraphs 5, 12 and 16 shall survive Closing. 2199835v4 10