Agenda - Economic Development Authority - 08/10/2017

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terminated in which case Escrow Agent and, if applicable, Seller, shall refund the Earnest Money (both the Initial Disbursement and the Remaining Earnest Money) to Buyer, or, in the alternative, Buyer may have this Agreement specifically enforced. Buyer waives all claims for consequential damages against Seller based on Seller's breach or alleged default hereunder. 25. WAIVER. Failure of Seller or Buyer to insist upon the performance of any of the covenants, agreements and/or conditions of this Agreement or to exercise any right or privilege herein shall not be deemed a waiver of any such covenant, condition or right. 26. SURVIVAL OF TERMS AND CONDITIONS. The terms and conditions of this Agreement shall survive and be in full force and effect after the delivery of the deed, and shall not be deemed to have merged therein. 27. SEVERABILITY. Each provision of this Agreement shall apply to the extent permitted by applicable law and is intended to be severable. If any provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of the Agreement. 28. CONSTRUCTION. The Parties acknowledge that this Agreement was initially prepared by Seller solely as a convenience and that all Parties and their counsel hereto have read and full negotiated all the language used in this Agreement. The Parties acknowledge that because all Parties and their counsel participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement to construe ambiguous or unclear language in favor of or against any Party. 29. DEVELOPMENT REQUIREMENTS & CONSTRUCTION DEADLINES. a. If following conditions are not satisfied by the Buyer, a $150,000 payment must be paid to the Seller immediately. i. Buyer must obtain a certificate of occupancy from the City of Ramsey for the construction of a minimum 47,000 square foot building, by July 01, 2019. b. The Buyer must supply the Seller an irrevocable letter of credit in the amount of $150,000. i. This letter of credit will remain in place until the Buyer obtains certificates of occupancy as outlined in Section 29 of this Agreement. ii. The Seller shall immediately draw on this letter of credit in the event the Buyer defaults on Section 29(a,i) of this Agreement. iii. This letter of credit shall be furnished and executed before Closing. iv. This letter of credit shall meet City of Ramsey Finance Department standards, and must be approved by the Seller before Closing. Page 10 of 13