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Centerville Schifsky PA version 09092022-2 for Council Packet <br />Grantsobligations. Buyer and Seller agree to transfer the obligations and <br />conditions set forth in this subparagraph into a future Developers Agreement <br />between the parties. <br />(x)(xi) Memorandum Of Understanding. Exhibits B & C, respectively <br />tThe Memorandum of Understanding, and a Response to <br />RFP for Block 7 to Seller, the terms and conditions of those <br />documents are incorporated into this Agreement by reference. Buyer and Seller <br />agree to transfer the obligations and conditions set forth in this subparagraph <br />into a future Developers Agreement between the parties, the execution of which <br />by both on to close the transaction <br />contemplated hereby. <br />In the event the Closing Conditions set forth in this paragraph 4.B are not satisfied as <br />of the Closing Date, Buyer may elect to terminate this Agreement or waive satisfaction <br />ns and close by giving written notice to Seller. <br /> <br />5. REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer represents <br />and warrants to Seller as follows: <br />A. Intention.: The Buyer intends to construct a minimum of 26 <br />units of townhomes. Subject to delays due <br />beyond the reasonable control of Buyer and which are not specific to Buyer, including <br />labor strikes or area-wide labor shortages, area-wide material or energy shortages, <br />casualty damages or acts of nature, rioting or civil unrest, pandemic or war, but <br />otherwise excluding <br /> construction of not less than thirteen (13) such <br />townhouse units within twelve (12) to fifteen (15) months of Closing, with the balance <br />to be completed within thirty twenty-four (24) to thirty (30) months of Closing, or <br />as otherwise renegotiated by mutual assent of the parties at the time of entering <br />into the Development Agreement. If Buyer determines that Buyer has been delayed <br />due to force majeure, then Buyer shall provide written notice to the City, specifying the <br />nature of the force majeure, and the expected time frame for resolution thereof, if <br />available. Within ten (10) days thereafter, the parties shall meet and confer in good faith <br />to adjust the applicable completion deadlines affected by such force majeure. If the City <br />and Buyer disagree as to whether Buyer is entitled to a force majeure delay, the parties <br />shall submit such dispute to arbitration as contemplated by Section 18 hereof. <br />Notwithstanding anything contained herein to the contrary, no Force Majeure Delay <br />hereunder shall delay any applicable completion deadline for a period of more than two <br />(2) years. The Buyer understands that a <br />for community development and construction of a project of this nature is an integral <br />reason the City agrees to sell the Real Property to the Buyer for $1.00. Construction of <br />a project of this nature is a condition of this sale of the Real Property to the Buyer. <br />B. City Repurchase Right. If the Buyer does not complete (i) all mass <br />grading of the Real Property, (ii) installation of all sanitary sewer lines, storm sewer lines <br />and water lines on the Real Property and (iii) installation and construction of all private <br />streets and the public trail (which shall not include sidewalks) to be located within the <br />Real Property as per the Final Plat, within twenty four (24) months of Closing, subject <br />to <br />7 <br /> <br />