94-090 Ordinance - Laserfiche WebLink

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~,,.,, ` i 1 i i) 1. (c) In the event that the Seller is not able to furnish to the City title as hereinbefore represented and warranted to the Property to be sold and conveyed hereunder, the City shall have the right to terminate this Agreement and, upon any such termination, both parties shall be released and discharged from all 1~ability hereunder. 10 ESCROW. An executed copy of this Agreement shall constitute instructions to the Escrow Agent, which may attach thereto its standard conditions of acceptance of escrow responsibility without further signature of the parties. Such standard conditions shall constitute a part of the escrow instructions to the extent that the provisions thereof are applicable and are not inconsistent with the terms and provisions of this Agreement. The City and Seller shall each pay one-half (1/2) of any escrow fee charged by the Escrow Agent. Prior to receipt of any funds or documents in escrow, the Escrow Agent shall deliver to the City and Seller a duly executed and valid insured closing letter issued by the Title Company 11 RISK OF LOSS. Seller shall bear the risk of loss with respect to any damage or destruction of the Property on or before the Closing. If all or a portion of the Property is materially damaged or destroyed prior to the Closing, the City shall elect either to (a) complete purchase of the Property without reduction of the Base Purchase Price, but the City shall be entitled to the proceeds of any insurance which would otherwise be available to Seller by reason of such damage or destruction, or (b) terminate this Agreement, with out further liability or obligation on either party. The City's selection shall be made by written notice to Seller and the Escrow Agent in writing within fifteen (15) days of the City's receipt of written notice from Seller of such damage or destruction and the amount of insurance payable by reason thereof. Material damage giving the City the right to terminate this Agreement shall be any single incident of damage which would cost more than $500,000 to repair or restore prior to the Closing; Seller shall repair prior to Closing any damage which does not give the City the right to terminate this Agreement. Seller shall promptly notify the City of any damage or destruction which would give the City the right to terminate this Agreement. If any damage occurs which Seller is obligated to repair, Seller shall cause the same to be undertaken as promptly as reasonably possible under the circumstances and completed promptly in a good and workmanlike manner unless the City and Seller agree upon an adjustment of the Base Purchase Price and to proceed with the Closing. If Seller is obligated to make repairs, the Closing shall be deferred until the repairs are completed. 12 ('OVENANTS TO BE PERFORMED AFTER THE CLOSING. The Seller will from time to time, upon request by the City and without further consideration execute and deliver such additional instruments of transfer, assignment and further assurance as are reasonably necessary or desirable to transfer to or vest in the City full right and title to all of the assets of the Seller to be sold and conveyed pursuant hereto. 8