Res 2006-014 - Laserfiche WebLink

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I I I Agreement is terminated and the earnest money thereunder is paid to TNC, TNC shall return half (1/2) of the City-County Contribution to the City and the remaining half (1/2) of the City-County Contribution to the County. In the event that TNC acquires the Property, the City-County Contribution shall be credited as the earnest money for the City Purchase Agreement as described in Paragraph 2 below. 2. Upon the acquisition of the Property by TNC, the City agrees to enter into a definitive purchase agreement with TNC (the "City Purchase Agreement") within thirty (30) days of the closing of TNC's acquisition of the Property from the Seller and shall purchase the Property from TNC, subject to the City's ability to obtain full funding for the acquisition. The City Purchase Agreement shall provide the following: (i) The City shall be responsible for all title, survey, due diligence, and closing costs under the City Purchase Agreement, and the purchase price to be paid by the City under the City Purchase Agreement shall be the purchase price that TNC paid Seller for the Property. The City-County Contribution made in connection with the TNC Purchase Agreement shall be credited and treated as the earnest money (the "City Earnest Money") for the City Purchase Agreement. (ii) TNC agrees to use reasonable efforts to assist the City and the County in coordinating and facilitating fundraising efforts in accordance with Paragraph 5 below. (iii) The closing shall occur as soon as reasonably possible after the City has obtained funding for the acquisition; provided, however, in the event that the closing does not occur within two (2) years after the closing date of TNC's acquisition of the Property from the Seller, TNC may terminate the City Purchase Agreement, in which event the TNC shall return half (1/2) of the City Earnest Money to the City and the remaining half (1/2) of the City Earnest Money to the County. (iv) The City Purchase Agreement 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. This representation and warranty shall survive the closing of the City's acquisition of the Property from TNC. (v) TNC shall convey the Property to the City by a special warranty deed and subject to all exceptions described in the title policy issued in connection with TNC's acquisition of the Property from the Seller to the extent such exceptions are applicable and then in effect. (vi) The City may assign the City Purchase Agreement to an assignee that is acceptable to TNC in its sole discretion and that agrees in writing to be bound by the provisions of the City Purchase Agreement and this Agreement. 3