Agenda - Council - 09/26/2023 - Laserfiche WebLink

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8.01 Closinq Date. The purchase and sale of the Property shall be closed (the "Closing") within 30 days after the Contingency Date, which Closing date may be extended by agreement of the parties and shall be extended by such time, if any, as is necessary to cure Defects, as set forth in Section 5.04 hereof. The date upon which the Closing occurs is referred to herein as the "Closing Date". The Closing shall be completed with the use of electronic mail and overnight courier services through the Escrow Agent and without the need of either party actually attending the Closing in person. 8.02 Seller's Site Obligations. As part of the consideration for Buyer's purchase of the Property, Seller shall, at its sole cost and expense, perform the following (collectively, "Seller's Site Obligations") within 30 days following the Closing Date, in accordance with plans and specifications prepared by Seller and approved by Buyer during the Approval Period. Seller shall deliver to Buyer, during the Approval Period, Seller's estimate of the cost of performing Seller's Site Obligations, including copies of all bids (from qualified contractors) and backup materials upon which such estimate is based: (a) Complete the installation of the following utility service lines to the boundary lines of the Property: storm sewer (15" outlet), sanitary sewer (6" line), domestic water (2" line), fire protection water (8" line); and (b) Complete any other improvements on Seller's Residual that are required in order for Buyer to obtain a certificate of occupancy for Buyer's improvements on the Property. 8.03 Escrow Agreement. This Agreement and the Purchase Price for the Property are premised on Seller's proper and timely performance and completion of Seller's Site Obligations. The performance of Seller's Site Obligations is a significant element of the consideration which induced Buyer to enter into this Agreement. Seller's Site Obligations shall be performed in accordance with plans and specifications to be prepared by Seller, at its sole cost, and approved by Buyer in writing during the Approval Period. In the event that Seller does not complete any or all of Seller's Site Obligation prior to the Closing Date, then in order to secure Seller's obligations (to assure that Seller's Site Obligations are properly and timely constructed, installed and paid for) and Buyer's expectations with respect to the performance of Seller's Site Obligations, Buyer and Seller, together with Escrow Agent, shall enter into an escrow agreement at the Closing (the "Escrow Agreement'), the form of which shall be prepared by Buyer, that provides, inter alia (a) Seller shall deposit into escrow, from the proceeds of Closing, an amount equal to 125% of the estimated cost of completing Seller's Site Obligations; (b) disbursements from escrow shall be made not more frequently than one time per month, with each draw request to be approved in writing by Buyer, to include properly executed lien waivers and supporting documentation and to be for an amount equal to 90% of the costs incurred (i.e. 10% retainage); (c) if any of Seller's Site Obligations are not completed within 30 days following the Closing Date, Buyer may elect to perform any or all of such work, in which case Buyer shall be paid from the funds in escrow the full amount of such cost incurred by Buyer plus a management fee equal to 25% of the cost and expense incurred by Buyer to complete such items; (d) Seller shall be responsible to pay the excess costs incurred, if any, if the actual cost of completing Seller's Site Obligations exceeds the 9 B: S: