04-11-2018 Council Packet - Laserfiche WebLink

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2 in Buyer's reasonable judgment, to the continued operation of the Real Property and the Personal Property ("Records").Within fifteen (15) business days of the date of full execution of this Agreement, Seller shall deliver to Buyer true and correct copies of all Contracts, Permits, Warranties, Plans, and Records for Buyer's review and analysis. 2. Purchase Price. The total purchase price ("Purchase Price") to be paid by Buyer to Seller for the Property shall be One Million and Five Dollars ($1,005,000.00) Dollars. 3. Payment of Purchase Price. The Purchase Price shall be paid as follows: 3.1 Earnest Money. Twenty Five Thousand Dollars ($25,000.00) as earnest money ("Earnest Money") which Earnest Money shall be held by Ancona Title, Inc, ("Escrow Agent") in an interest bearing escrow account, provided, however, that the fee for any such account shall be paid by Buyer. Interest shall accrue to the Buyer unless the Buyer defaults and the Earnest Money is retained by the Seller with accrued interest, in accordance with the terms of this Agreement. 3.2 Closing Payment. Nine Hundred Eighty Thousand Dollars ($980,000.00) in cash or by wire transfer of U. S. Federal Funds to be received by Seller on or before 11:00 a.m. local time on the Closing Date together with the Earnest Money pursuant to Section 3.1. 4. Contingencies. Unless waived by Buyer in writing, Buyer's obligation to purchase the Property shall be subject to and contingent upon each of the following: 4.1 Representations and Warranties. The representations and warranties of Seller contained in this Agreement must be true now and on the Closing Date as if made on the Closing Date and Seller shall have delivered to Buyer at closing a certificate dated the Closing Date, signed by an authorized representative of Seller, certifying that such representations and warranties are true as of the Closing Date (the "Bring-down Certificate"). 4.2 Performance of Seller's Obligations. Seller shall have performed all of the obligations required to be performed by Seller under this Agreement, as and when required by this Agreement. 4.3 Title. Title shall have been found acceptable, or made acceptable, in accordance with the requirements and terms of Section 10 below. 4.4 Phase I, Phase II and Additional Phase II Docs. Buyer shall have reviewed and approved, prior to the Contingency Date in the Buyer's sole discretion, a current Phase I, Phase II, and additional Phase II Environmental Reports or other environmental reports and information obtained by the Buyer with respect to the environmental condition of the Real Property. All of such information available to the Seller shall be made available to the Buyer within ten (10) business days of the date of this Agreement, and shall be acceptable to the Buyer, in the Buyer's sole discretion. Buyer shall pay the cost of any additional Environmental reports. 4.5 Document Review. Buyer shall have determined, on or before the Contingency Date, that it is satisfied with its review and analysis of the, Contracts, Permits, Warranties, Plans as described in Section 1, and Records and the Permitted Encumbrances described in Section 10.1.4 of this Agreement. 4.6 Government Approvals. On or before the Contingency Date, Buyer shall be satisfied in Buyer's sole judgment that the Property can comply with all building codes, laws and regulations applicable to the Property whether local, state or federal. Buyer shall also be satisfied on or before the Contingency Date, in its sole judgment, with respect to all zoning