02-14-2007 Council Agenda - Laserfiche WebLink

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City agrees to accept in McDonald's deed to City a restriction prohibiting Parcel C from being used for restaurant or food service purposes and, at closing, City agrees to record a restrictive covenant against Parcels E and F providing that Parcels E and F shall not be operated with a restaurant serving hamburgers (collectively, the "Use Restrictions "). The Use Restrictions shall terminate and expire twenty (20) years from the date of closing. 4. Closing: The parties agree to use all good faith efforts to close this transaction on or before 10 days following the expiration of the Contingency Period. The parties acknowledge that McDonald's obligations hereunder shall be subject to all conditions precedent in Article 6 and those in Article 15. All risk of loss or damage to the Parcels occurring prior to the closing date shall be the respective owner's. 5. Title Insurance: The parties shall each order a title commitment on their respective Parcel for an ALTA Form B Owner's policy, with extended coverage, or a comparable form, from Chicago Title Insurance Company, in the amounts to be determined by each party, covering the date hereof (including any endorsements that McDonald's deems necessary). If either title commitment discloses any defects in title (other than liens or encumbrances of a definite or ascertainable amount which may be paid at closing), the respective property owner shall have 30 days from the date of written notice of such defects to make a good faith effort to cure such defects. If such defects are not cured within 30 days, the notifying party may terminate this Contract or may, at its election, take the title as it then is. All costs related to the issuance of the title policy, including title examination fees and premiums, for the Parcel acquired by each party shall be paid for by that party. 6. Conditions Precedent: This Contract is conditioned upon both parties confirming as to the Parcel being acquired by each that there is: (a) adequate access to public streets; (b) adequate and available utilities; (c) satisfactory soil tests; (d) a determination, in each party's sole discretion, that there is no contamination or other adverse environmental conditions; (e) a survey showing that the dimensions of the Parcels comply with this Contract and that there are no encroachments or interfering easements or conditions; (f) total off-site and extraordinary costs for each Parcel not exceeding $5,000.00; and (g) the City of Little Canada and other related agencies having interest or jurisdiction regarding the permitting, construction, and operation of Parcels A, B, and D. If the foregoing conditions precedent or the Additional Conditions Precedent set forth in Article 15 are not satisfied within 90 days after the final execution of this Contract ( "Contingency Period "), or if the soil tests, surveys or permits do not meet with either party's approval or if they disclose matters which would make the Parcels unsuitable for the purposes stated in this Contract, either party may terminate this Contract. Each party shall allow the other to enter upon their respective Parcels to make tests, obtain a survey and perform soil tests. City and McDonald's covenant to act in good faith and use due diligence to satisfy all conditions for which they are responsible, and neither party shall have the right to terminate this Contract unless it has so performed. 7. Possession and Demolition: The parties shall deliver sole and actual possession of their respective Parcels to the other party, free and clear of all tenancies and parties in possession on the closing date. The City further covenants to demolish and remove from Se1IO \Dept\ egaI11JSL E'AI \Central D vision\Midwest \022 0071 {Little Ca ^ectk °eal Estate Swan Contract (revised 02 08.0 _ oc& t G\DEPTtega.U6L 2G cGeetfa Eeviside M1dwesa1022 __3 ,_itile-CaHada} \Reap EstateSwapGeetract (0 264? gee -2-