Resolution 2016-73 - Laserfiche WebLink

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a written notice of the defects shall be given to the other Party as Seller by such Party as Buyer at least thirty (30) days prior to closing and the other Party as Seller shall use reasonable efforts at no more than nominal expense to correct said defects prior to the date of closing. If Party as Seller fails to correct any or all such defects prior to closing, the other Party as Buyer, at its option, may complete the transaction notwithstanding the uncorrected defects or may, upon written notice to the Party as Seller, declare this Contract terminated, whereupon all things of value received hereunder shall be immediately returned to the Party that provided them, and both Parties shall be released from this Agreement. 8. The Parties obligations to close are expressly conditioned upon 608 Studios receipt of a Final Planned Unit Development (the "Final PUD") Plan approval for the City's Property and the Retained Property (collectively, the "Development Property") containing approvals, permits and assurances acceptable to 608 Studios in its discretion (a "Final PUD"). The Parties agree the Final PUD, or other appropriate agreements, will establish mutually agreed upon provisions for access, utilities, and other services upon the Development Property and adjoining parcels being retained by the Parties. The Final PUD shall be recorded at Closing after delivery to 608 Studios of the deed for the City's Property. The Final PUD shall not encumber the City's Property prior to closing. In the event 608 Studios does not receive the Final PUD with respect to the Development Property within 365 days from date of this Agreement, then this contract will terminate and both Parties shall be released from all liability and obligations hereunder. 608 Studios acknowledges and agrees that land use approvals are subject to the legislative, quasi-judicial and/or administrative discretion of the City Council of the City of Louisville. 608 Studios acknowledges and agrees that no representations or assurances of any zoning or land use approvals respecting the City's Property have been or will be made by the City, or have been or will be relied upon by 608 Studios. 9. The date and time of closing shall be within One Hundred Twenty days from the latest to occur of (i) approval of a Final PUD for the Development Property; (ii) demolition and removal of improvements upon the City's Property which shall be completed by the City at the City's sole expense or such earlier date and time as may be set by mutual wntten agreement of the parties, (iii) demolition and removal of improvements upon the 608 Studios Property which shall be completed by 608 Studios at 608 Studios' sole expense or such earlier date and time as may be set by mutual written agreement of the parties. The place of closing shall be the offices of the Title Company or such other place as may be designated by mutual agreement of the parties. a. 608 Studios shall keep all utilities associated with the original property located at 608 Main Street, mcludmg, but not limited to the water and sewer lines and taps, electrical service, internes and phone providers, etc. Any development of the Development Property, and the Final PUD, shall provide that all existing water taps, which serve any portion of the City's Property and Retained Property, and which 608 Studios shall have the right to relocate within the City's Property and Retained Property at 608 Studio's sole expense, shall remain available for future use on the City's Property and Retained Property without further tap fee cost to 608 Studios; however, any additional water taps required for the development of the Development Property or the Final PUD shall be provided to 608 Studios by City in accordance with the City's then -current ordinances related to new required tap fees, including payment of then -applicable tap fees. The provisions of this Section shall survive Closing. 4