13-2023 - Authorize lease with LCSC for 12900 Madison

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ARTICLE 4. CONTROL OF PROPERTY DURING ESCROW 4.01. Destruction of Improvements. Should any of the improvements of said Property be destroyed or substantially damaged prior to closing as herein provided, Buyer shall have the power, exercisable by the giving of written notice by Buyer to the Escrow Agent and to Seller, to cancel such escrow, terminate this Agreement, and recover any and all amounts paid to the Escrow Agent on account of the purchase price of said Property. Any such improvement on said Property shall be deemed substantially damaged for the purpose of this section if the cost of restoring such improvement to the condition it is in at the date of this Agreement exceeds 25 percent of the purchase price of said Property as provided in this Agreement. If said Property is damaged, but such damage is not substantial enough to give Buyer the right to terminate this Agreement, then Seller will assign to Buyer all of Seller's right, title and interest in all insurance proceeds payable with respect to such damage and the purchase price will be reduced by the amount of Seller's deductible, if any. ARTICLE 5. BREACH 5.01. By Seller. Should Seller default on the full and timely performance of any obligations under the terms of this Agreement for any reason other than Buyer's default, Buyer may: (a) Enforce specific performance of this Agreement; and/or, (b) Request and be reimbursed for the down payment from the Escrow Agent. 5.02, By Buyer. Should Buyer fail to consummate the purchase of said Property, the conditions to Buyer's obligations set forth in Paragraph 2.02 of this Agreement having been satisfied and Buyer being in default, and Seller not being in default hereunder, Seller may receive the down payment from the Escrow Agent, such sum being agreed on as liquidated damages for the failure of Buyer to perform the duties, liabilities, and obligations imposed on it by the terms and provisions of this Agreement. Seller agrees to accept and take said cash payment as its total damages and relief and as Seller's sole remedy hereunder in such event. ARTICLE 6, SPECIAL CONDITIONS 6.01. Special Conditions. The following shall constitute special Terms of this Agreement and shall survive the Closing. (a) Existing Surveys, Reports and Title Evidence: Seller has provided or, on Buyer's demand, will promptly provide to Buyer the original or copy of any and all surveys, title evidence, soil test reports, environmental site assessments and any other inspections or testing reports or studies which Seller possesses relative to the Property. (b) Local Participation: Buyer shall in good faith encourage Buyer's contractors, subcontractors, licensees, concessionaires and tenants to use and hire qualified Lakewood businesses and citizens in the development and construction of the Property and for their business operations at the Property (if and as applicable). (c) Buyer's Covenant: Buyer will begin construction activities and efforts at the Property (01430183-1)