Res 2006-014 - Laserfiche WebLink

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I I I 1. The parties agree as follows with respect to the TNC Purchase i\greement: (i) TNC agrees to conduct due diligence on the Property, such as environmental assessments and title review, in a timely manner in accordance with the TNC Purchase Agreement. TNC agrees to share the results of such due diligence with the City and the County and to make recommendations to the City and County. TNC agrees to reasonably cooperate with the City and the County with respect to TNC's responses to the Seller as a result ofthe due diligence. (ii) TNC has the sole discretion to determine if it will terminate the TNC Purchase Agreement on the basis of the environmental assessment, boundary survey, title commitment, or other matters giving rise to TNC's ability to terminate the TNC Purchase Agreement and receive a return or refund of the earnest money thereunder (the "Due Diligence Matters"). TNC represents that it fully intends to close its purchase of the Property upon its satisfaction with the Due Diligence Matters, and TNC agrees that it will not terminate the TNC Purchase Agreement for any reason except for the Due Diligence Matters. If TNC decides to terminate the TNC Purchase Agreement, TNC agrees to provide notice to that effect to the City at least five (5) business days before the date of termination. TNC agrees to assign the TNC Purchase Agreement to the City if the City requests such assignment in writing at least two (2) business days prior to the date of termination. TNC agrees to otherwise assign the TNC Purchase Agreement to the City at any time prior to the closing of TNC's acquisition of the Property from Seller upon the City's request. In the event that TNC assigns the TNC Purchase Agreement to the City, the terms of such assignment shall be in a form mutually agreeable to TNC and the City and in accordance with the provisions of this Agreement and the TNC Purchase Agreement; provided, however, the assignment shall contain the City's representation and warranty that the Property shall be preserved and managed as a greenspace to be used as passive recreational use public park area, which representation and warranty shall survive the assignment and any closing of the City's acquisition of the Property from Seller. In this Agreement, the term "passive recreational use public park area" includes uses such as hiking trails, bicycle trails, camping areas, restrooms, interpretive exhibits and displays, and roadways and vehicle parking areas needed to serve these uses. (iii) The City agrees to deliver $62,500.00, and the County agrees to deliver $62,500.00, to the title company designated in the TNC Purchase Agreement on or before January 25,2006, which amounts (the collective amount of $125,000.00 being the "City-County Contribution") shall be applied to and become part of the earnest money for the TNC Purchase Agreement. In the event that the TNC Purchase Agreement is terminated by TNC based on its rights with respect to the Due Diligence Matters (i.e. a termination by TNC that is permitted under the TNC Purchase Agreement), TNC agrees to pursue all reasonable efforts to secure a refund of the City-County Contribution from the title company designated in the TNC Purchase Agreement, or from the Seller. In the event that the TNC Purchase 2