26-107 - Resolution - MN Pipe Line Co - Easement

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To the extent Grantee maintains commercial insurance applicable to the Encroachment, Grantee shall use commercially reasonable efforts to name Grantor as an additional insured, as available and permitted under such policies and applicable law. Grantee shall provide reasonable evidence of such insurance upon Grantor's written request. 14. Liability for Damage. Grantee accepts frill liability for any damage to Grantor's facilities from the placement, operation, and/or maintenance of the Encroachment. 15. Special Provisions. In addition, Grantee shall perform any requirements set forth in the Special Provisions section above. To the extent that any of the requirements set forth in the Special Provisions section conflict with or are more stringent than the requirements set forth in this Agreement, the requirements set forth in Special Provisions shall control. 16. Remedies. The violation of any of the terms and conditions of this Agreement would be irreparable and immediately harmful to Grantor and Grantor is entitled to enforce the terms and conditions of this Agreement through injunctive proceedings, specific performance, or other equitable relief in addition to such other remedies as may be available. 17. Governing Law. THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE ENCROACHMENT IS LOCATED, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW. 18. Entirety. This Agreement between the parties comprises the entire agreement between the parties with respect to the subject matter hereof, and there are no agreements, understandings, requirements, warranties, or representations, oral or written, expressed or implied, that are not merged herein or superseded hereby. 19. Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original instrument for all purposes but which together shall constitute on and the same instrument. 20. Assignment. Grantee shall not assign, transfer, convey, or encumber this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of Grantor, which consent may be withheld in Grantor's sole and absolute discretion. Any attempted assignment without such consent shall be null and void and shall constitute a material breach of this Agreement. No assignment shall relieve Grantee of any of its obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 21. Representations and Warranties. Grantee represents and warrants to Grantor that: (a) Grantee has the full power and authority to enter into this Agreement and perform all of its obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any law, regulation, court order, or agreement to which Grantee is bound; (c) Grantee has obtained all licenses, permits, and approvals required for the construction, operation, and maintenance of the Encroachment; and (d) Grantee is financially capable of performing its obligations under this Agreement, including the indemnification and insurance obligations set forth herein. These representations and warranties shall survive the termination or expiration of this Agreement. 22. Inspection Rights. Grantor and its authorized representatives shall have the right, at any time and from time to time, with or without notice to Grantee, to enter upon and inspect the Encroachment, the Easement Area, and any records relating to the construction, operation, or maintenance of the Encroachment. Grantee shall cooperate fully with any such inspection and shall provide Grantor with copies of any requested documents within five (5) business days of Grantor's request. 23. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.