3B Public Hearing 2012 0521 - Laserfiche WebLink

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notice, City shall advise Developer in writing whether or not City is able to cause the objectionable exceptions to be removed at or prior to Closing. If City indicates that it is unable or unwilling to remove any such exception, then within five (5) business days after receipt of City's notice, Developer shall, by written notice to City, either (i) agree to accept title subject to the exceptions which City is unable to cause to be removed (in which case such exceptions shall be considered Permitted Exceptions), or (ii) terminate this Agreement, in which case the Deposit and accrued interest thereon shall be returned to Developer, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither Party shall have any further right, liability or obligation under this Agreement. If by the Closing Date, City has failed to cause to be removed any exception that City had agreed in writing to cause to be removed, and Developer is unwilling to accept title subject to such exceptions, Developer shall have, as its exclusive remedy, the right to terminate this Agreement, in which case the Deposit and accrued interest thereon shall be returned to Developer, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither Parry shall have any further right, liability or obligation under this Agreement. 3.1.2 Developer's Continuing Environmental Investigations City acknowledges that Developer is continuing its environmental investigation of the Property and pursuant to Section 8.5, agrees to provide Developer with access to the Property to conduct environmental testing; provided that, Developer shall not engage in or otherwise conduct any additional environmental studies or environmental testing or sampling of any kind with respect to the Property or with respect to the soils or ground water, or other studies which would require test boring or which testing would otherwise damage or disturb any portion of the Property, without obtaining City's prior written consent thereto, which consent City shall not unreasonably withhold, delay or condition. City or its representative may be present to observe any testing performed on the Property by Developer or its representatives. By not later than sixty (60) days following the Effective Date ( "Environmental Due Diligence Period "), Developer shall provide written notice to City of whether or not Developer has objections to the environmental condition of the Property or the estimated cost to conduct any required remediation of the Property. If Developer has any such objections, Developer's exclusive remedy shall be the right to terminate this Agreement prior to the end of the Environmental Due Diligence Period, in which case the Deposit and accrued interest thereon shall be returned to Developer, and thereafter, except for those obligations herein which are specifically stated to survive the termination of this Agreement, neither Parry shall have any further right, liability or obligation under this Agreement. If Developer does not terminate this Agreement prior to the end of the Environmental Due Diligence Period, City shall be entitled to retain the Deposit if Developer whether or not Developer completes the purchase of the Property. 3.2 Purchase Price. City shall sell the Property to Developer for the sum of Two Million, Two Hundred Fifty Thousand Dollars ($2,250,000) (the "Purchase Price "). 3.2.1 Payment of Purchase Price The Purchase Price shall be paid as follows: (i) Within three (3) business days after the Effective Date, Developer shall deposit in escrow with the Title Company a deposit in the amount of One Hundred 1875524.3 7