Res 2017-167/approving a Lease-Purchase Agreement with the Trust for Public Land providing for the City to lease with an option to purchase approximately 102 acres of land west of the City off of Derby Court, which agreement provides for payment by the C

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following receipt of the owner's title insurance commitment within which to examine the same and to furnish to Seller a written statement of objections to title. (b) Buyer agrees that it may not treat as an objection any matter shown on the commitment resulting from any act or failure to act by Buyer, including but not limited to claims of lien resulting from work performed on the Property or materials ordered by Lessee to be incorporated into the Property, and any ordinance, law or regulation affecting the Property which takes effect at or following the date of Commencement of the Lease Term. Seller shall immediately and diligently attempt to satisfy the stated title objections and shall have until the date of closing to do so. If Seller fails or is unable to satisfy all of the stated title objections by the date set for closing, the closing date may be extended for six months, at Seller's option, to permit Seller to remove such objection. If, after the passage of six months, all stated title objections have not been removed, Buyer may at its option, either: (i) waive the title objections and proceed to close; (ii) extend the closing date by written notice to Seller to enable Seller to satisfy the stated title objections; (iii) terminate this Agreement. If Buyer elects to extend the closing date under subparagraph (ii) above and the Seller subsequently fails or is unable to satisfy the stated title objections by the extended closing date, Buyer may elect between the alternatives set forth in subparagraphs (I) and (iii), above or pursue such rights and remedies as may be provided by this Agreement. 35. CLOSING: The purchase and sale transaction contemplated by this Agreement shall be closed on one of the dates shown in Paragraph 32 at a time and place mutually agreeable to the parties at the offices of the title insurance agent issuing title insurance to the Buyer, recording documents and disbursing funds. Seller shall deliver to Buyer at closing the following documents, prepared by Seller's counsel: (i) a general warranty deed to the Property meeting the requirements as to title of Paragraph 35 above; (ii) an owner's affidavit attesting to the absence of mechanic's or materialmen's liens arising from work or materials contracted for by Seller, proceedings involving Seller which might affect title to the Property, or parties in possession other than Buyer. (iii) Foreign Investment and Real Property Tax Act (FIRPTA) and such other instruments and documents as Buyer's counsel may reasonably request for the purpose of confirming proper and lawful execution and delivery of closing documents and conveyance of the Property to Buyer in accordance with the Agreement. 36. CLOSING EXPENSES AND PROBATIONS: Buyer shall reimburse Seller for Seller's expenses incurred in obtaining title insurance, phase one environmental site assessment, and the boundary survey as applicable. Transfer taxes on the deed of conveyance shall be borne by Buyer. The cost of recording the deed shall be borne by Seller. All other expenses shall be paid by the party incurring the same. 37. SELLER'S REPRESENTATIONS AND WARRANTIES: Seller represents and warrants to Buyer, that: (a) Seller has good and marketable fee simple title to the Property as hereinabove described; 13