11-28-2016 Council Packet - Laserfiche WebLink

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successors and assigns. If at any time the Bollis Parcels are subdivided, the rights and obligations set forth herein shall apply equally to all of the Owners of the subdivided Bollis Parcels. 11. Ownership. Kintyre Owners represent and warrant that as of the date of this Agreement they are the exclusive owners of Outlot D. 12. Assignment to HOA. Bollis Owners have the right to assign any rights or obligations under this Agreement to the Bollis HOA by providing the Kintyre HOA of its desire to do so and by providing the Kintyre HOA with reasonable, written documentation of such assignment and assumption. Notwithstanding the foregoing or any such assignment, the obligation to pay Costs and Assessments shall bind and run with the land to all of the Property and the Owners of the Lots while such Owner owns the Lot. 13. Priority. The Parties agree that the grant of the rights and obligations contained herein shall be superior to any indenture of mortgage or other similar encumbrance which may be placed upon all or any portion of the Property at any time. The Owners and the Kintyre HOA must obtain a subordination agreement or consent in form and substance acceptable to the Owners and the Kintyre HOA that subordinates any existing lien on such Party's parcel to this Agreement. 14. Notice. Notices permitted or required under this Agreement shall be in writing and shall be delivered or sent by certified mail to the address applicable to such Party's lot or parcel. 15. Waiver of Subrogation; Liability; Indemnity. Notwithstanding anything to the contrary contained herein, the Parties hereby release one another and their respective officers, directors, agents, and employees from any and all liability (to the other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage covered by property or liability insurance, even if such loss or damage was caused by the fault or negligence of such Party, or anyone for whom such Party may be responsible. The Kintyre HOA and the Bollis Owners shall maintain reasonable limits of commercial general liability insurance coverage over the Roadway and the Extension and shall name the other Party as an additional insured on such general liability insurance policies. It is expressly understood and agreed that the Parties do not assume any liability for the negligent acts or willful misconduct of any other Party or such Party's agents, representatives or contractors as it relates to this Agreement and the operation, repair, replacement and/or maintenance of the Roadway and the Extension. If the Bollis Owners, or their agents, contractors, or representatives (collectively, the `Bollis Responsible Parties"), cause any damage to the Roadway during the construction of the Extension (ordinary wear and tear excepted), the Bollis Responsible Parties shall defend, indemnify and hold the Kintyre Owners and the Kintyre HOA harmless from and against any and all costs, expenses, and liabilities attributable thereto. 16. Governing Laws. This Agreement shall be construed in accordance with the laws of the State of Minnesota and any applicable federal laws and regulations. 17. Exhibits. All exhibits referred to herein and attached hereto shall be deemed part of this Agreement. 18. Severability. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement (or the application of such term, provision or condition to persons or circumstances other than those in respect of which 5