Agenda - Economic Development Authority - 10/06/2016

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c. In the event Buyer requests an extension of the Inspection Period, and the extension is agreed to in writing by Seller, all remaining Earnest Money shall become non-refundable and released to the Seller by the Escrow Agent. d. Upon Seller's receipt of a Notice to Proceed from Buyer in accordance with Section 10(b), all of the Earnest Money becomes non-refundable (except in accordance with Section 23 as a result of a default by Seller). e. If Buyer does not provide a Notice to Proceed to Seller in accordance with Section 10(b), this Agreement automatically terminates and Escrow Agent must disburse all Earnest Money Escrow Agent holds to Buyer, other than Earnest Money Escrow Agent is obligated to disburse to Seller pursuant to Sections 4(b) and(c). f. At Closing, Escrow Agent shall disburse to Seller any Earnest Money not previously disbursed to Seller, and Buyer shall receive a credit against the Purchase Price owing at Closing in an amount equal to the amount of the Earnest Money. 5. SURVEY. Seller shall, at Seller's expense, obtain an ALTA/NSPS 2016 survey(Table A, items 1-4 and 6, 8, and 11) (the "Survey") from a duly licensed surveyor and deliver it to Buyer within thirty(3 0) days after the Effective Date. Buyer may arrange with the surveyor to include additional information on the Survey at Buyer's expense. 6. PLATTING&DEVELOPMENT AGREEMENT. Buyer must obtain an approved final plat and a development agreement with the City of Ramsey for the development of approximately a 72,000 square foot building (phase one) and a 51,000 square foot building (phase two) on the Property before Closing. Development Agreement and Site Plan must comply with all local zoning ordinances and design standards.. The Development Agreement required for development of the Land shall include, as exhibits, the site design and the front, side and rear elevations of the proposed structure(s). Seller expressly reserves the right to approve the site design and elevations to be utilized on this Property. 7. TITLE COMMITMENT. a. Seller makes no representations or warranties with respect to the status of title to the Property. Within ten(10)business days after the Effective Date, Seller shall, at Seller's expense, obtain a commitment from Escrow Agent to issue an owner's policy of title insurance insuring Buyer's title to the Property (the "Title Commitment") and deliver the Title Commitment and copies of or internet access to copies of all recorded documents referenced in the Title Commitment to Buyer. b. Buyer shall have until the date twenty(20)business days after the receipt of the Title Commitment and the Survey(collectively, "Title/Survey")to review Title/Survey and to give Seller written notice of(i) any defects in the 2 DOCS45557612-0