4.7 SR 01-02-2018 - Laserfiche WebLink

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ARTICLE III EXCHANGE OF PROPERTY Section 3.1. Status of the Properties to be Exchanged. As of the date of this Agreement, the City owns the City's Property and will convey title to and possession of the City's Property to the Developer, subject to all the terms and conditions of this Agreement. The Developer owns the New Resources Property and will convey title to and possession of the New Resources Property to the City, subject to the terms and conditions of this Agreement. Section 3.2. Purchase Price. In consideration of the agreements herein, the Developer agrees to sell and convey the New Resources Property to the City and the City agrees to purchase the same, and the City agrees to sell and convey the City's Property to the Developer and the Developer agrees to purchase the same, according to the terms of this Agreement. Consideration for purchase of the New Resources Property will be the conveyance of the City's Property. Consideration for the purchase of the City's Property will be the conveyance of the New Resources Property. Section 3.3. Closing. The closing on conveyance of the New Resources Property from the Developer to the City and the closing on the conveyance of the City's Property from the City to the Developer shall occur simultaneously upon satisfaction of the conditions specified in Sections 3.4 and 3.5 on a date mutually agreed to by the Parties, but no later than April 1, 2018 or at such other date as the Parties hereto agree in writing ("Closing"). If the Closing does not take place by April 1, 2018, and the closing date has not been extended by mutual agreement of the Parties, this Agreement shall terminate and neither Party shall have any further obligations hereunder. Section 3.4. Conditions of Conveyance of City's Property. The City shall convey title to and possession of the City's Property to the Developer at Closing by quit claim deed substantially in the form set forth on Exhibit F to this Agreement (the "Deed"). The City's obligation to convey the City's Property to the Developer, and Developer's obligation to purchase the City's Property, is subject to satisfaction of the following terms and conditions: (a) The Developer having secured financing for the construction of the Developer's Minimum Improvements, if applicable, and City having approved such financing in accordance with Article VII hereof, and the Developer having closed on such financing at or before Closing. (b) The City shall have approved a site plan for the Developer's Minimum Improvements and the Developer shall have obtained a building permit for construction of the Developer's Minimum Improvements. (c) There is no uncured Event of Default under this Agreement. (d) The Developer having reviewed and approved title to the City's Property as set forth in Section 3.7 hereof. 8 512017v5 JSB BL185-52