Resolution 5871 - Laserfiche WebLink

Section 16.7.2(a), the City will pay OM Three Million Dollars ($3,000,000.00) as compensation in full for the OM Deliverables and a full, final and complete release of any and all claims by OM, which the Parties acknowledge to be the then-fair and reasonably equivalent market value of such items, information and rights to the City. 16.7.3 City Option if OM elects in writing not to exercise its rescission rights or otherwise fails to provide the City with a timely Rescission Notice, then, for a period of six (6) months thereafter (the "City Option Election Period"), the City shall have the right to re-purchase the City Property from OM. To re-purchase the City Property, the City must provide OM with a written notice on or before expiration of the City Option Election Period (a "City Option Notice"). Unless the failure to obtain the PDO and other Key Development Permits in form and substance reasonably acceptable to OM was caused by the failure or refusal of OM to file and prosecute such permits with reasonable diligence, the purchase price for the City Property shall be its then fair market value as determined by an MAI Appraiser reasonably acceptable to the City and OM, but in no event less than Eleven Million Dollars ($11,000,000.00). The fair market value of the City Property shall be determined without the benefit of any value attributable to any City Work or obligation on the part of the City to complete the City Work and without any offset arising from any burden to the City Property created by the required Minimum Development Elements. If the failure to obtain the PDO and other Key Development Permits in form and substance reasonably acceptable to OM was caused by the failure or refusal of OM to file and prosecute the Key Development Permits with reasonable diligence, the purchase price for the City Property shall be the lesser of Eleven Million Dollars ($11,000,000) or the City Property's fair market value (determined in the same basis as set forth in the immediately preceding sentence) but with the Landfill Site and Mill Site together having a combined value of no more than $50,000. If OM and the City are unable to agree upon an MAI Appraiser within one (1) month after the date of the City Option Notice, then an appraiser shall be appointed by a judge in the Superior Court of Snohomish County. The closing of a re-purchase under this Section 16.7.3 shall be on a date selected by the City upon not less than ten (10) days' notice to OM but in no event more than six (6) months after the expiration of the City Option Election Period and, if it is necessary to have a judge select an MAI Appraiser, such additional time as the judge may consider appropriate. At Closing title to the City Property shall be reconveyed back to the City, at OM's cost, pursuant to a special warranty claim deed but free and clear of any and all liens and encumbrances other than the Permitted Exceptions and any liens or encumbrances placed on the City Property by the City or as a result of the City's actions. The City shall be entitled to deduct from the purchase price to be paid at closing the cost of removing any monetary or other liens or encumbrances placed on the City Property by OM or during OM's period of ownership. OM shall also provide al] of OM's Deliverables to the City at Closing at no additional cost to the City and without any representation or warranty by OM. 16.7.4 OM's Retention of the City Property If OM is unable to obtain the Key Development Permits by the third anniversary of the Effective Date on the terms set forth under Section 16.7.2 above without having breached its obligations under this Agreement, and does not elect to rescind the transaction pursuant to Section 16.7.2 above and the City thereafter does not elect to exercise the City option described -33- 06107-0063-LEGA LI 3023969 I