Agenda - Council - 05/23/2023 - Laserfiche WebLink

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Earnest Money (both under Section 4 and Section 13) to Buyer, or, in the alternative, Buyer may have this Agreement specifically enforced and recover any incidental damages. Buyer waives all claims for consequential damages against Seller based on Seller's breach or alleged default hereunder. 23. 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. 24. 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. 25. 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. 26. 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. 27. COUNTERPARTS; DIGITAL COPIES. This Agreement may be executed in any number of counterparts and the signature pages of the separate counterparts combined into a single copy of this Agreement which will then constitute a fully executed version of this Agreement. A facsimile, .pdf file or digital copy of a signed counterpart or of an assemblage of counterparts of this Agreement shall be deemed to be an original thereof. 28. CONSTRUCTION DEADLINE. Within 16 months from the Closing Date Buyer shall construct and obtain a certificate of occupancy from the City of Ramsey for a minimum 22,000 square foot commercial building compliant with City Zoning requirements to be further defined by an approved Site Plan. At Closing, a mutually agreeable "Right of Re - Entry Agreement" shall be executed and recorded against the Property providing that, in the event the above deadline is not met, Seller has the right to reclaim title to the parcel(s) for which a certificate of occupancy was not obtained. Notwithstanding any other provision in this Agreement, documents or instruments to be delivered under this Agreement, or any other agreement between the parties to the contrary, in the event Buyer fails to obtain a certificate of occupancy from the City of Ramsey as provided for above within 16 months from the Closing Date because of any delay caused in whole or in part by circumstances beyond Buyer's reasonable control, including but not limited to, force majeure; fires or accidents; strikes or other differences with workers; war (whether declared or undeclared), riots or embargoes; delays or failure of performance by Buyer's contractors; delays in shipment or receipt of materials from suppliers; or any legislative, Page 10 of 13