Resolution 5871 - Laserfiche WebLink

axons for OMs objections. If OM fails to deliver a proper Title Objection Notice as provided herein, OM shall be deemed to have approved any and all matters set forth in the updated or re- issued Title Commitment or Survey. If, within ten (10) days following the City's receipt of a Title Objection Notice ("City's Cure Period"), the City does not cure or cause the matter described in the Title Objection Notice to be insured against (with costs to be paid by the City) to OM's reasonable satisfaction, then OM shall elect, by written notice to the City and Title Company, within five (5) days of the expiration of the City's Cure Period, to either (A) accept the City Property subject to the matters set forth in the Title Objection Notice, with no reduction in the Purchase Price and the additional exception shall be deemed part of the Permitted Exceptions, or (B) terminate this Agreement, whereupon, without the necessity of further documentation, (i) Title Company shall deliver the Deposit to OM, (ii) this Agreement shall be deemed terminated, and (iii) neither party shall have any further obligation or liability to the other party hereunder other than with respect to the Surviving Obligations. If OM shall fail to give notice of its election to the City within said five(5) day period, OM shall be deemed to have elected to proceed under clause (A) of the preceding sentence and to accept title to the City Property subject to the matters set forth in the Title Objection Notice. The Closing Date shall be extended as necessary to permit the City and OM to exercise their respective rights and perform their obligations within the time periods set forth in this Section 3. Notwithstanding anything to the contrary set forth herein, (1) the City shall not have the right pursuant to this Section 3.3 to elect not to cure any Monetary Encumbrances affecting title to the City Property and hereby covenants to remove all Monetary Encumbrances prior to Closing and (2) OM shall not have the right for the purpose of this Section 3.3 to object to any document of record set forth in the Title Commitment binding on the City Property as an easement, covenant or encumbrance placed on the City Property pursuant to that certain Property Exchange and Track Construction Agreement dated August 15, 2006 (the "BNSF Agreement"). The phrase "Monetary Encumbrances" as used herein means mortgages, deeds of trust, mechanics' or materialmen's liens, and other consensual liens. 3.4 Permitted Exceptions The following shall be and are referred to collectively herein as the "Permitted Exceptions: (i) the Restrictive Covenant, the Consent Decree, the CAP, the 2003 settlement agreement between the City and the Tulalip Tribes of Washington and the 2004 settlement agreement between the City and the Pilchuck Audubon Society and Public Employees for Environmental Responsibility; (ii) the liens of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided, but in any event not including any "rollback" or "recapture" taxes, penalties or interest assessed at Closing as a result of all or any portion of the City Property having been in an open space, agricultural or other similar use classification; (iii) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, pertaining to the City Property; -6- 06107-0063 LEGAL13023969.1