2020-03 - Authorize sale of 16300-16400 Detroit to Scalish Construction

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construct the Project thereon; provided Buyer has timely applied for and promptly proceeded in good faith to satisfy all application requirements associated with the approvals or permits. (h) That Closing shall occur on or before the Closing Date (with time being of the essence). (i) That there shall have been no material adverse changes in or to the Property or relating thereto prior to Closing as Buyer and Seller determine in their reasonable discretion. 0) That Seller shall at Closing be ready, willing and able to execute and deliver the Deed and any and all Closing documents and instruments that Buyer and the Title Company reasonably require. (k) Seller's representations and warranties are true and correct in all material respects. In the event Buyer's Conditions (a) through (f) are not met, Buyer may, by written notice to Seller not later than 5:00 p.m. on the 90th day immediately following the day on which all of the following have voted to approve the plans for the Project: (i) the architectural review board; (ii) the planning commission; and (iii) city council (which shall mark the conclusion of the period known as the "Inspection Period") but in no event sooner than 90 days after the Effective Date of this Agreement, terminate this Agreement, whereupon the Deposit (and any Additional Deposit) shall be returned to Buyer and the parties shall be released from any further obligations hereunder each to the other, except that Buyer shall promptly provide Seller with copies of any Tests and Reports, and Buyer and Seller shall each pay one-half (1/2) of all the expenses of the Escrow Agent and the Title Company. In the event Buyer's Conditions (g) through (k) are not met, Buyer may, by written notice to Seller not later than 5:00 p.m. on the Closing Date, terminate this Agreement, whereupon the Deposit (and any Additional Deposit) shall be returned to Buyer and the parties shall be released from any further obligations hereunder each to the other, except that Buyer shall promptly provide Seller with copies of any Tests and Reports, and Buyer shall pay all the expenses of the Escrow Agent and the Title Company. In the event that Buyer fails to deliver to Seller such termination notice prior to the expiration of the Inspection Period or the Closing Date, as applicable, Buyer shall be deemed to have waived Buyer's right to terminate based on Buyer's Conditions, and the parties shall proceed to Closing upon the terms contained herein without reduction in the Purchase Price (and the Deposit and Additional Deposit shall become nonrefundable and shall be paid to Seller as liquidated damages and as Seller's sole and exclusive remedy if Buyer defaults under or breaches this Agreement, in addition to any other remedies provided for herein). Notwithstanding any provision contained herein to the contrary, in the event of any termination by Buyer under this Agreement, Buyer shall be reimbursed by Seller for its actual, out-of-pocket costs and expenses incurred in connection with this Agreement and its diligence activities related hereto as detailed in recital 20(d) 14. Conditions Precedent to Seller's Obligations: All of Seller's duties, obligations and liabilities to Buyer under this Agreement are wholly contingent upon the following conditions precedent (collectively, the "Seller's Conditions"): (a) The information provided by Buyer to Seller in all submissions provided as part of the request for qualification and request for proposal process preceding this Agreement, as well as all the "Submittals" (as hereinafter defined), shall be found in every respect to be true and accurate. (b) Buyer has provided the following to Seller (the "Submittals"): (i) drawings and plans as required by the architectural review board and the planning commission ("Plans") that reasonably evidence that Buyer shall construct a minimum of 6 residential units (or alternative as reasonably agreed to by the Seller), improvements for, the adaptive re -use of the church structure to a commercial space, provision of a minimum of 6 residential units on the site (or alternative as reasonably agreed to by the Seller) and an additional approximately 2,400 sq. feet of commercial retail space fronting Detroit Avenue, improvements to all parking areas and improvements to the existing pocket park/ outdoor spaces on the southwest corner of the site and the greenway between the church and the east retail building as outlined on Exhibit `B" not later than the date that is the 36-month anniversary of the Effective Date, subject to delays caused by or attributable to Acts of God, labor strikes, material shortages, inclement weather and other matters beyond Buyer's reasonable control; and (ii) other submittals as may be reasonably required by the city in writing. Buyer's Submittals shall be subject to applicable laws, including but not limited to building and zoning requirements, as well as any additional review by and approval from Seller's board of building standards/architectural board of review, planning commission and, if necessary, board of zoning appeals, but otherwise shall not be subject to Seller's satisfaction or approval.