5.1. SR 10-17-2005 - Laserfiche WebLink

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ARTICLE III CONVEYANCE OF JACKSON BLOCK PROPERTY Section 3.1 Purchase and Sale of Jackson Block Property. (a) The City shall endeavor to obtain clear, marketable title to the Jackson Block Property by: (i) Obtaining quit claim deeds from any individuals or other entities having an interest in the Jackson Block Property; and (ii) Vacating, pursuant to the procedures set forth in Minnesota law, any public interest or other rights in the Jackson Block Property. (b) To the extent the City is unable to obtain clear title to all of the Jackson Block Property through negotiation with interested parties of record within 90 days of the date of this Agreement, the City agrees to endeavor to acquire clear title to the Jackson Block Property through the exercise of its powers of eminent domain, including the use of quick take, pursuant to Minnesota law. (c) The Developer acknowledges that the City does not warrant the successful conclusion of any eminent domain action or vacation procedures or the accomplishment of any particular result or timetable because of the many variables inherent in any litigation or legal proceeding. The City shall not be liable to any party for any consequential or other damages that may arise out of any delays due to eminent domain actions, vacation procedures, environmental conditions, court challenges or elements outside the control of the City. (d) If the City is not successful in acquiring clear title to the Jackson Block Property through eminent domain and vacation proceedings, the Developer may elect to terminate this Agreement in its entirety or only as it relates to the Jackson Block Property. If the Developer elects to terminate this Agreement as it relates only to the Jackson Block Property, the Developer and City will proceed with the transactions contemplated by this Agreement related to the Bluff Block Property and all costs incurred by the Developer related to the development ofthe Jackson Block Property will be included in Total Development Costs for purposes of the analysis required by Section 5.3. (e) If the City is successful in acquiring clear title to the Jackson Block Property, the City shall (i) promptly vacate any public interests and rights in the Jackson Block Property pursuant to the procedures set forth in Minnesota law and (ii) notify the Developer of the date it has acquired clear title to, and completed the vacation of any public rights or interest in, all of the Jackson Block Property (the "Effective Date"). Subject to the terms of this Agreement, the City agrees to sell to the Developer, and Developer agrees to buy from the City, the Jackson Block Property. The City and the Developer agree that the Closing on the purchase and sale of the Jackson Block Property shall occur on the Closing Date in accordance with the further provisions of this Article III. 1 824344vRED V2 to VI; 10/12/05 16