RES 97106 - Laserfiche WebLink

1.2 Purchase Price. The Purchase Price shall be Seven Hundred Thirty Two Thousand Ninety Nine and No/100 Dollars ($732,099.00). 1.3 Assumption of Existina Assessment Liens. City shall receive a credit against the Purchase Price at Closing for the aggregate amount of any outstanding public improvement and/or assessment bonds imposed against the Land (the "Existing Assessment Liens") that are assumed by City at the Closing. If City wishes to acquire the Land free and clear of the Existing Assessment Liens, City shall pay for all of the costs associated with the early retirement of the Existing Assessment Liens. 1.4 Closing Costs. City and Prudential agree that the customary closing costs in Alameda County are shared as follows. Each party shall pay its own attorneys' fees in connection with negotiating this Agreement and closing the Escrow. City shall pay recording costs, any escrow fees, and if City chooses to acquire title insurance, the title insurance premiums associated with such insurance. Prudential shall pay the documentary transfer taxes, if any, incurred in connection with this transaction. There will be no brokers fees or commissions paid on this transaction. Prudential agrees to indemnify City from any claims made by persons who believe they are entitled to receive a brokerage fee or commission as a result of the execution of this Agreement and/or the transfer of the Land to the City, unless such claims are made as a result of the City's involvement with such parties. 1.5 Prorations. Real estate taxes and assessments shall be prorated as of the Closing Date. ARTICLE 2 -CONDITIONS OF PURCHASE AND SALE 2.1 "As-Is" Sale. City shall acquire the Land in its "as-is" condition with no representations or warranties from Prudential. Within the sixty-day (60) period following the date of this Agreement (the "Due Diligence Period"), City shall be permitted to make complete physical, environmental, legal (including title review) and other inspections of the Land and of all other matters which in City's judgment affect or influence City's intended use of the Land and City's willingness to acquire the Land. City's investigations shall include review of title records, taxes, present and proposed assessments, the applicable CC&R's, permissible uses, development fees, zoning, whether the Land is within a flood plain, soils and environmental matters and accessibility and location of utilities. City recognizes that Prudential would not sell the Land except on an "as is" basis and acknowledges that Prudential has made no representations of any kind in connection with the value and suitability of the Land, soils, environmental or physical conditions of the Land, or the accuracy or completeness of any reports prepared by Prudential's consultants. If, as a result of City's investigations, City reasonably determines that it cannot purchase the Land on an "as-is" basis (and City notifies Prudential in writing of this fact during the Due Diligence Period), then City shall have the right to terminate this Agreement without penalty; provided that City's obligation under Article 4 shall continue after the termination of this Agreement. 2.2 Condition to City's Obligation to Purchase. City's obligation to purchase the Land is expressly contingent upon (i} City's completion of its environmental review and satisfaction of the requirements of the California Environmental Quality Act (CEQA), as Neighborhood Park Agreement 8/27/97