Agenda - Economic Development Authority - 04/13/2017

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17. REAL ESTATE BROKERS. Seller and Buyer represent and warrant to each other that they have dealt with no brokers,real estate agents, finders or the like in connection with this transaction, other than CBRE, Inc. ("Seller's Broker"). Seller has agreed to pay a commission to CBRE in the amount of five percent(5%) of$500,000 ($25,000). Seller and Buyer agree to indemnify each other and to hold each other harmless against all claims, damages, costs or expenses of or for any broker's fees or commissions resulting for their actions or agreements regarding the execution or performance of this Agreement, other than the fees payable to Seller's and Buyer's Broker, and will pay all costs of defending any action or lawsuit brought to recover any such fees or commissions incurred by the other parry, including reasonable attorney's fees. 18. ASSIGNMENT. This Agreement may not be assigned without the express written consent of the non-assigning Party. The City of Ramsey understands Platinum Properties intends to reassign this agreement to a newly created partnership; in which Jeff Hagen of Platinum Properties will be a partial owner. The City of Ramsey will not unreasonably withhold Platinum Properties' ability to reassign this Agreement 19. THIRD PARTY BENEFICIARY. There are no third party beneficiaries of this Agreement, intended or otherwise. 20.JOINT VENTURE. Seller and Buyer,by entering into this Agreement and completing the transactions described herein, shall not be considered joint ventures or partners. 21. CAPTIONS. The paragraph headings or captions appearing in this Agreement are for convenience only, are not a part of this Agreement, and are not to be considered in interpreting this Agreement. 22. ENTIRE AGREEMENT/MODIFICATION. This written Agreement, and the related Development Agreement, if any, constitutes the complete agreement between the parties and supersedes any prior oral or written agreements between the parties regarding the Property. There are no verbal agreements that change this Agreement and no waiver or modification of any of its terms will be effective unless in writing executed by the parties. In the event the terms of this Agreement conflict with the terms of the Development Agreement, the latter shall control. 23. BINDING EFFECT. This Agreement binds and benefits the Parties and their successors and assigns. 24. CONTROLLING LAW. This Agreement is made under the laws of the State of Minnesota and such laws will control its interpretation. 25. REMEDIES. a. If Buyer fails to perform any of the terms or conditions of this Agreement within the specified time limits, Seller may declare this Agreement terminated pursuant to Minnesota Statutes section 559.21. Seller's sole remedy in the event of 9