Resolution 2013-44 - Laserfiche WebLink

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Purchaser, and Seller cannot thereafter cure or remove the same by Closing, Seller shall have the right, but not the obligation, to extend the Closing for a period of up to sixty (60) calendar days to attempt to cure, insure over or remove such exceptions or defects to the satisfaction of Purchaser. In the event of Purchaser's election to terminate this Agreement pursuant to this Section 4.2, upon Seller's receipt of Purchaser's written notice of such election, this Agreement shall terminate, the Deposit shall be returned to Purchaser from the Title Company, and the parties shall be released of all further obligations under this Agreement, except for those obligations which expressly survive termination hereof as provided in Article 8, and Purchaser shall be reimbursed by Seller for costs in accordance with Section 4.1.3. If Purchaser does not elect to terminate this Agreement in accordance with this Section 4.2, Purchaser shall thereby be deemed to have indicated its acceptance of, and waiver of any and all objection to all matters, exceptions and requirements set forth on the Commitment or the Survey, and its acceptance of the status of title to the Property generally. At such time, all matters then shown on Schedule B- 2 of the Title Commitment and the Survey shall be deemed "Permitted Exceptions," except that there shall be no exception for leases or tenancies. 4.3. License to Purchaser Prior to Closing. Purchaser and Seller acknowledge that securing the Property and stabilizing the Grain Elevator structure are important steps to preserve the Grain Elevator Site. In order to minimize further deterioration of the Property, the Purchaser is granted a revocable license to access the Property and exercise the following rights regarding the Property as of the Effective Date. Purchaser shall have the right to secure the entire Property, or portions thereof with appropriate fencing, locks, or other deterrents; to proceed with hazardous waste abatement/animal mitigation within the Grain Elevator structure; to remove and dispose of any items within the Grain Elevator structure which Seller agrees are not, and have never been a part of the historic fabric of the Grain Elevator structure or the Grain Elevator machinery & equipment; to activate utilities in the Purchaser's name; to commence stabilization and weatherization of the Grain Elevator structure per the terms of this Agreement; to make any improvements to the site and structure on the proposed Lot 3; and to negotiate proposed leases or other arrangements for use of any portion of the Property prior to transfer to Purchaser of title to such portion(s) of the Property. All proposed temporary or permanent improvements or alterations to any portion of the Property, as well as abatement/mitigation work and measures to secure the Property, and any contracts for some or any work to be accomplished on the Property shall require prior written approval by the City Manager. With respect to any expenses incurred, or any income generated by the Purchaser prior to closing, all costs incurred shall be the responsibility of the Purchaser, subject to any reimbursement per Sections 4.1.3 and 9.20, and all income generated shall be retained by the Purchaser. Leases or other arrangements for use of any portion of the Property shall name the City as Master Lessor, and Purchaser as Lessor, with Tenant (Lessee) responsible for payment to Lessor along with other responsibilities per the terms of the Lease until transfer to Purchaser of title to the subject portion of the Property, at which time the City shall assign all rights, title and interest as Master Lessor to Purchaser. Leases or other arrangements for use of any portion of the Property shall be in a form and with terms acceptable to the City Manager. In the event of Termination of this Agreement, rights and responsibilities of the Lessor thereafter arising per the Lease shall be assumed by the City. Page 8 of 24