Resolution 2015-77 - Laserfiche WebLink

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NINTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Ninth Amendment to Purchase and Sale Agreement (this "Ninth Amendment ") is made this day 26 H of , 2015, by and between Louisville Mill Site, LLC, a Colorado limited liability company ( "Purchaser ") and City of Louisville, Colorado, a Colorado municipal corporation ( "Seller "). WHEREAS, Purchaser and Seller entered into a Purchase and Sale Agreement dated September 27, 2013 (the "Agreement "); and WHEREAS, Purchaser and Seller previously executed a First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, and Eighth Amendment to the Purchase and Sale Agreement to modify certain dates within the Agreement, and the original agreement as amended by said amendments is hereafter referred to as "the Agreement;" and WHEREAS, Purchaser and Seller desire to further amend the Agreement to modify dates in the Agreement to reflect the status of the Scope of Work. All capitalized terms not otherwise defined in this Amendment shall have the definitions accorded to those terms in the Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement as follows: 1. Section 5.1 is hereby replaced with the following language: The Closing. The Closing shall occur thirty (30) calendar days after the receipt of the Approvals but no later than November 30th, 2015. Closing shall take place at 10:00 a.m. at the offices of the Title Company in Boulder, Colorado (the "Closing Date ") or other date or time or other place as the parties may agree in writing. 2. Section 9.18 of the Agreement is hereby amended to replace "December 31, 2014" or "October 31, 2015" with "December 31, 2015" wherever appearing so that said Section read as follows: Stabilization of Grain Elevator. Purchaser agrees to stabilize the Grain Elevator structure in accordance with a Scope of Work mutually agreed upon by Purchaser and Seller, which Scope of Work shall be attached hereto as Exhibit C prior to the commencement of any stabilization activities. The work completed under the Scope of Work shall conform to the Department of Interior Standards for Rehabilitation ( "the Department Standards "), and determinations regarding the specific work, materials, techniques and other undertakings necessary to achieve such conformity shall be made by the Louisville City Manager. The contractors performing the Scope of Work shall be qualified and have experience and expertise in completing stabilization and