Agenda - Council - 06/14/2016 - Laserfiche WebLink

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Terms In consideration of one dollar and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by Pearson and the City as follows: 1. Grant of Option. Pearson hereby grants to the City the exclusive and irrevocable right, during the term of this agreement, of first refusal and first option to purchase the Parcels upon the terms and conditions set forth below. 2. Exercise of Option. This right of first refusal or first option may only be exercised by the City within 45 days from the date the City receives written notice from Pearson that Pearson received a bona fide, written offer to purchase the Parcels, or a portion thereof, from a third party. The third party must be unaffiliated with Pearson and its owner(s). During the 45 day notice period, Pearson is prohibited from entering into a purchase agreement for sale of the Parcels, or any portion thereof that is the subject of the offer. Within the 45 day notice period, the City shall provide Pearson with written notice of the City's decision to exercise its option. 3. Title. Within 14 days after the City provides written Pearson with written notice of the exercise of the option, Pearson shall provide to the City a title commitment showing marketable fee simple title vested in Pearson and that the title is insurable by a title company licensed to do business in Minnesota. The commitment shall reflect that title is subject only to taxes for the current year, easements and rights - of -way of record. Should the commitment reflect any exceptions to title unacceptable to the City, the City shall notify Pearson in writing of any such exceptions within 14 days (the Title Review Period) and Pearson shall have a reasonable time (not to exceed 30 days) in which to make the title good and marketable, and shall use due diligence in an effort to do so. If, after using due diligence, Pearson is unable to make the title acceptable to the City, it shall be the option of the City to either accept the title in its existing condition or to cancel this agreement. If title is acceptable to the City, the closing shall occur within 30 days after expiration of the Title Review Period. At closing, Pearson shall convey title to the City by General Warranty Deed subject only to exceptions acceptable to the City, and the City shall be entitled to immediate possession. 4. Purchase Price. In the event Pearson elects to sell the Parcels and the City desires to exercise its first refusal rights granted by this agreement, the City shall pay one dollar more than any bona fide offer to purchase received by Pearson from a third party. 5. Terms of Sale. The parties shall divide costs as follows: 2