Res. #19-016 - Authorizing Conveyance of Real Property to Midwest Best Water, Inc.

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22. . All notices and demands given or required to be given by any party hereto to any other party shall be deemed to have been properly given if and when hand delivered, sent by email (provided the sending party does not receive a transmission failure response and requests an electronic delivery receipt), or deposited with the U.S. Postal Service and sent by certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as any party has notified the other party pursuant to the provisions of this Section): TO SELiL ER: City of Centerville ATTN: Mario Stalz 1880 Main Street Centerville, MN 55038 mstatzD-centervillemn.com With a copy to: Kurt B. Glaser, City Attorney Smith & Glaser, LLC 333 Washington Avenue 405 Union Plaza Building Minneapolis, MN 55401 kurtalaserftIasedaw.net Midwest Best Water Sales ATTN: Pat McKasy 532 Apollo Drive Lino Lakes, MN 55014 amckasyftaol.com With a copy to: Michael A. Brass Colliers International 5985 Rios Creek Parkway, Suite 105 Shoreview, MN 55128 mike. brass0colliers.com 23. IIIliscellaneous. The waiver by either party hereto of any condition or the breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other condition or of any subsequent breach of the same or of any other term, covenant or condition herein contained. No waiver shall be binding upon either party unless made by written notice to the other party. Time is of the essence of this Agreement This Agreement is made and executed under and in all respects to be governed and construed by the laws of the State of Minnesota and the parties hereto hereby agree and consent and submit themselves to any court of competent jurisdiction situated in the State of Minnesota. If for any reason any term or provision of this Agreement shall be declared void and unenforceable by any court of law or equity it shall only affect such particular term or provision of this Agreement and the balance of this Agreement shall remain in full force and effect and shag be binding upon the parties hereto. This Agreement may be executed in one or more: counterparts each of which when so executed and delivered shall be an original, but together shah constitute one and the same instrument The parties agree that signatures upon this Agreement transmitted by electronic means including email or facsimile shall suffice and be binding upon the respective parties. All of the warranties, covenants, and representations made herein by either Seller or Buyer shall survive Closing and the delivery of the Deed to Buyer, or the earlier temrination of this Agreement, as set forth in this AgreemenL All understandings and agreements heretofore had between the parties are merged into this Agreement which alone fully and completely expresses their agreement Further, when duly executed by the parties, this Agreement supersedes and renders null and void any letter of intent or letter of understanding between the parties pertaining to the Property. This Agreement may be changed only in writing signed by both of the parties hereto and shall apply to and bind the successors and assigns of each of the parties hereto and shall not merge with the deed delivered to Buyer at Closing. This Agreement may be assigned or transferred by Buyer at any time without consent of Seiler, including, without limitation, to a lender of Buyer, provided the assignee agrees to be bound by the terms of this Agreement Upon such assignment, Buyer shah have no further or other obligations under this Agreement 24. Blocked Persons. Neither Seller nor Buyer, nor, to the actual knowledge of Seller and Buyer, any of their affiliates, is in violation of any laws relating to terrorism or money laundering ("Anti -Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, offactive September 24, 2001 (the 'Executive Order"), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-M. Neither party hereto nor, to the knowledge of the parties, any of their affiliates, or their respective brokers or other agents acting or benefiting in any capacity in connection with the transaction contemplated hereby, is any of the following: (a) a person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (b) a person or entity owned or controlled by, or ailing for or on behalf of, any person or entity that is fisted in the annex to, or is otherwise subject to the provisions of, the Executive Order, (c) a person or entity with which either party is prohibited from dealing or otherwise engaging in any transaction by any Anti- -10-