02-14-2007 Council Agenda - Laserfiche WebLink

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13. Integration: All negotiations, considerations, representations and understandings between the parties are incorporated in this document. 14. Authority to Sign: No employee or agent of McDonald's (other than an authorized signatory) has authority to execute this Contract or make any other warranty, representation, agreement or undertaking. This document will become effective and binding only upon execution and delivery by City and an authorized signatory of McDonald's. The submission of this document for examination and negotiation does not constitute an offer to purchase or a reservation of or option for the Parcels, and this document will become effective and binding only upon execution and delivery by City and an authorized signatory of McDonald's. The parties executing this Contract on behalf of City and McDonald's represent that they have authority and power to sign this Contract on behalf of City and McDonald's. 15. Additional Conditions Precedent: a) Approvals: McDonald's procuring the approval of all public and governmental authorities as to all matters relating to zoning, special use permits or similar approvals, and obtaining all necessary variances, building permits, licenses and approvals, of any type, for the construction and operation of a McDonald's restaurant, including McDonald's signs and special service window(s) in accordance with McDonald's plans and specifications on Parcels A, B, and D (the "Approvals "). The site plan attached as Exhibit E is the site plan that McDonald's is submitting to the City for approval, subject to changes requested by the City and approved by McDonald's. City agrees to cooperate with McDonald's and execute documents and make appearances that may be reasonably necessary for McDonald's to obtain the Approvals. If McDonald's cannot obtain the Approvals within the Contingency Period, McDonald's may terminate the Contract. b) City's Title: McDonald's and City acknowledge that City does not have fee simple title to Parcels D and E as of the date of this Contract. City agrees to take all necessary action to acquire title to Parcels D and E and meet its obligations under this Contract. If, after making a good faith effort to obtain title, City is unable to perform, City may terminate this Contract and agrees to reimburse McDonald's for all title, survey, engineering, architectural, legal and other fees incurred by McDonald's in reliance on this Contract. 16. Brokers: The parties to this Contract represent to each other that they have not dealt with any real estate agent, broker, finder or any other entity which is or may be entitled to a commission as a result of this transaction. Any party making a misrepresentation under this clause shall hold the other party harmless from any losses, costs, or expenses, including reasonable attorneys' fees and court costs, arising out of such breach. Notice of any claim under this provision must be given to the other party within 30 days from the date a request for a commission is made. The indemnifying party will have the right to defend and settle any claim. 17. Anti - Terrorism Representation and Warranty: City and McDonald's each represent and warrant that neither they nor the officers and directors controlling City and McDonald's, respectively, are acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by the United States Treasury Department as a Specially Designated National and Blocked Person, or for or on behalf of any person, group, entity, or nation designated in Presidential Executive Order 13224 as a person who commits, threatens to commit, or supports SAW) \Dent\LegaI\USLEGAL \Central Division \Midwest \022 -0071 {Little Casedal \Real Estate Swap Contract (revised 02.08 .07)cecSAHO DEPT \L al\ USLEGAL \CentraFG'wis'ion;Mldbvest:022 tlec -)ana Legal ,_ GaNReaF,_staieSwaPCOai *act- (F:,- "co,G7y:Jcw -4-