Resolution 5871 - Laserfiche WebLink

2.1.2 Access OM's right to have access to and use the City Property prior to Closing is and shall be governed by that certain Right of Access Agreement dated March 3, 2005 previously entered into by the City and OM, which is hereby amended to extend its term and termination date to the earlier of the Closing Date (defined below) or the date on which this Agreement might be terminated (as amended, the "Access Agreement"). The indemnification obligations of OM set forth in the Access Agreement shall survive Closing(the "Surviving Obligations"). 2.2 Purchase Price The purchase price to be paid by OM for the City Property shall be Eight Million Dollars ($8,000,000.00), subject to any adjustments and prorations as provided for herein (the"Purchase Price"). The Purchase Price shall be paid by OM at the time of Closing by wire transfer or other immediately available funds delivered to Title Company. 3. TITLE AND SURVEY 3.1 Title and Survey The City has delivered to OM an Amended Third Commitment for Title Insurance dated January 22, 2007 issued by First American Title Insurance Company (the "Title Company") for an ALTA owner's extended coverage policy of title insurance on the City Property (the "Title Commitment'), and will, within fifteen (15) days after the Effective Date provide an ALTA survey of the City Property (the "Survey"). OM has reviewed the Title Commitment and has approved those exceptions to title set forth and described in Exhibit D attached hereto (the "Exceptions Schedule"). All liens, encroachments and encumbrances appearing on the Survey or as special exceptions on the Title Commitment that are not on the Exceptions Schedule or that do not otherwise constitute Permitted Exceptions shall be removed or otherwise addressed to OM's reasonable satisfaction by the City at or prior to Closing(as described herein). 3.2 Title Policy Title Company shall deliver to OM at Closing an ALTA Owner's Policy of Title Insurance covering the City Property, subject only to the printed exceptions appearing in an ALTA extended form Owner's Policy of Title Insurance and the Permitted Exceptions, with coverage in an amount equal to the Purchase Price (the "Title Policy") or an irrevocable commitment to issue same to OM. 3.3 Title Objection Notices If prior to Closing any new special exceptions or title encumbrances of a material nature are disclosed by any update or re-issuance of either the Title Commitment or the Survey to which exceptions or encumbrances OM reasonably objects, OM shall notify the City in writing (a "Title Objection Notice'") within ten (10) days of receiving the update or re-issued Title Commitment or Survey. Without limiting the foregoing, OM agrees not to object to any title matters that do not have a material adverse impact on OM's ability to complete the Development or on the value of the City Property. The Title Objection Notice shall specify the specific -5- 06107-0063 5- 06107-0063 L EG A L 13023969.1