Resolution 2012-48 - Laserfiche WebLink

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less Owner's designated capital contributions and costs to improve Lot B shall be deducted from the purchase price, and only Lot A shall be purchased by the City: a. Owner determines, based upon verified construction costs estimates or bids, that the Work cannot be completed without material cost overruns (and City has not timely provided additional financial resources to Owner for completion of the Work by Owner), or that circumstances constituting force majeure prohibit the completion of the Work in accordance with expectations of the parties. b. The City fails to pay any or all of the Grant in accordance with this Agreement. c. The historical land marking of the Structure is denied, any building permits or landmark alteration certificates are denied, or Owner cannot obtain adequate construction financing for improvements to Lot A. d. No tenant can be secured by Owner to rent the Structure, or if one can be secured, the net annual base rent obtained from the lease, along with income from Lot B, is less than 2% of all non - reimbursed out -of- pocket costs incurred by Owner, including debt service and all costs invested in Lot B and any costs required to secure the lease (and City has not timely provided additional financial resources to Owner in order to achieve a 2% return). e. If the Structure is destroyed or substantially damaged by fire or other casualty, whether by natural or human causes, such that, the in sole opinion of the City, the purpose of this Agreement shall no longer be attainable. In the case of partial damage to the Structure, the City shall determine if such damage is substantial. f. If significant Grant funds are deemed to be taxable income to Owner or its assignee or any members of Owner or its assignee. 11. OWNER DOES NOT PURCHASE PROPERTY: In the event that Owner does not purchase the Property, City shall reimburse Owner for earnest money paid for the opportunity to purchase the property, not to exceed $25,000 and reimburse Owner for actual expenses incurred in furtherance of this transaction, in an amount not to exceed $20,000 for documented actual expenses not including overhead costs. In return for such reimbursements, Owner shall assign to City all of Owner's right, title and interest in Owner's purchase contract for the Property. 12. OTHER COSTS: Except as provided in this Agreement, each party shall bear its own legal, accounting, overhead and administrative costs incurred in the drafting, execution or performance of this Agreement. 13. COMPLIANCE WITH CITY ORDINANCES: The Owner shall comply with all applicable City ordinances and building codes and shall be responsible at its own expense (except as provided in this Agreement) for obtaining and complying with all building and other permits required by the City for the completion of the Work.