5.1. HRSR 12-06-2004 - Laserfiche WebLink

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di encumbrances against the Jackson Block Property that secure any obligation of the City and any IMIF claims filed by contractors, suppliers or workers for work performed by such claimants at the request of or through the City (it being understood that these matters are automatically Objections, even if the Developer has not made a specific written Objection). If the City is unable or unwilling to provide a cure (or arrange a cure) that is reasonably acceptable to the Developer for any Objection within the Cure Period, the Developer may, within ten (10) days after the expiration of the Cure Period, either: (i) terminate this Agreement; (ii) maintain this Agreement in effect and proceed to cure the Objections and the cost of curing the Objections will be considered Total Development Costs; or (iii) maintain this Agreement in effect without acquiring the Jackson Block Property. If the Developer fails to notify the City of such election within the prescribed 10 day period, title will be deemed accepted subject to the conditions set forth in the last issued Title Commitment or Updated Title Commitment(as the case may be), including conditions to which Objections were previously made, and the City and the Developer shall proceed to a Closing on the purchase and sale of the Jackson Block Property in accordance with the further provisions of this Article III. (d) If the City proceeds to acquire the Bluff Block Property as provided in Section 3.5 of this Agreement, review of title to the Bluff Block Property will be undertaken through the same process as set forth in this Section 3.3. Section 3.4 Purchase Price. The purchase price to be paid by Developer to the City for the Jackson Block Property shall be an amount equal to $1.00. Its fair market value is 40 $500,000; provided that if the fair market value of the Jackson Block Property as determined by the independent appraiser selected by the Construction Lender is an amount other than $500,000, the Parties agree the fair market value shall be the value determined by such appraiser. The purchase price shall be paid in cash on the Closing Date. The Developer shall assume or pay all taxes, special assessments and similar governmental impacts due and payable in the year of Closing and all future years. Section 3.5 Acquisition of the Bluff Block Property. (a) As set forth in Section 3.6, the City's obligation to close on the sale of the Jackson Block Property is conditioned, among other things, upon Developer having fee title to all of the Bluff Block Property. If the Developer shall have delivered to the City evidence acceptable to the City that the Developer has fee title to two of the three parcels which comprise the Bluff Block Property, and that the Developer has exhausted all reasonable efforts to negotiate the purchase of the final parcel of the Bluff Block Property, including good faith efforts to reach an agreement regarding the purchase with the assistance of a neutral third party mediator, the City agrees to consider in its discretion the acquisition of the Bluff Block Property through the exercise of its powers of eminent domain, including the use of quick take, pursuant to Minnesota law. The Developer agrees to pay or reimburse the City for all City Acquisition Costs and Relocation Costs and Expenses in connection with the acquisition of the Bluff Block Property. The City will not commence eminent domain proceedings until the City has received the following: (i) a $50,000 cash deposit from the Developer (the "Initial Deposit"); 1674205v8 17