5.1. SR 10-17-2005 - Laserfiche WebLink

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Section 3.2 As Is Conveyance. In recognition of the significant economic contributions which the City will make to redevelop the Jackson Block Property, the Developer shall take the conveyance of the Jackson Block Property on an "AS IS" "WHERE IS" basis, with all faults and defects, without any warranties, express or implied, including as to title, and the Developer waives any claims against the City and its respective members and officers, for indemnification, contribution, reimbursement or other payments arising under federal and state law and the common law relating to environmental or any other condition of the Jackson Block Property. The City has no obligation to provide evidence of title except as set forth in Section 3.3; provided, however, upon request the City will deliver to the Developer a copy of any title commitment and related documents it has obtained with respect to the Jackson Block Property. Without any investigation or review, the City has no knowledge of any use of the Jackson Block Property for hazardous waste purposes, of any hazardous wastes on the Jackson Block Property or of any underground storage tanks. Section 3.3 Title Review Process. (a) The Developer will direct a title insurance company of its choice (the "Title Company") to prepare and deliver to the Developer within a reasonable time after the Effective Date the following items (collectively the "Title Documents"): (i) a commitment for title insurance ("Title Commitment") that sets forth the state of the title of the Jackson Block Property, and (ii) legible copies of all exceptions to title disclosed in the Title Commitment. The Title Commitment should be dated to be effective no earlier than the Effective Date, issued in favor of Developer and set forth the state of title to the Jackson Block Property and all exceptions to coverage that would appear in an ALTA Form 1970 owner's policy of title insurance. The Developer will also cause the Title Company to issue an updated title commitment dated not more than five (5) days before a Closing on the Jackson Block Property ("Updated Title Commitment"). (b) Before the Closing Date, the Developer will provide written notice to the City of any exception to title or other matter shown on the Title Commitment or Updated Title Commitment to which the Developer objects (the "Objections"). The exceptions to title or other matters shown on the Title Commitment or Updated Title Commitment that are not Objections, together with general real estate taxes for the year of Closing and subsequent years that are not yet due and payable, are referred to as "Permitted Exceptions." The Developer may not object to matters contained in the Updated Title Commitment that were previously accepted in the Title Commitment. If the Developer fails to notify the City in writing of the Objections prior to the Closing Date, 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), but not subject to any Objections previously made. (c) The City will have a period of fifteen (15) days after receipt of written notice from the Developer (or within five (5) days with respect to the Updated Title Commitment) (the "Cure Period") to provide a cure (or arrange a cure) that is reasonably acceptable to the Developer for the Objections. The City and the Developer agree that if the expiration of the Cure Period occurs after a scheduled Closing Date, a Closing will automatically be extended until two (2) days after the expiration of the Cure Period. The City covenants and agrees that prior to or at Closing it will discharge all liens, mortgages, contract for deeds, other I 824344vRED V2 to VI; 10/12/05 17