2008_Resolutions - Laserfiche WebLink

Home Browse Search

in the option exercise notice. Exclusive possession of the Property shall be delivered to • Purchaser at Closing. At Closing, Seller shall deliver to Purchaser a special warranty deed conveying all real estate included in the Property in fee simple, free and clear of all encumbrances, except for any existing easements of record and any existing City of Charlottesville water, sanitary sewer, storm sewer or natural gas utilities, for which the City shall retain standard utility easements; and any and all other documents, instruments, and agreements required by law to transfer and convey the Property and all interest therein to Purchaser, in accordance with this Agreement. 7. Deed Restrictions. The deed of conveyance from the Seller to L.L.L.P. shall contain the following restrictions: (a) The Property will revert to the Seller if construction is not commenced within twelve (12) months of acquisition by Purchaser; and (b) The Property will revert to the Seller if it is not placed in service within thirty (30) months after the start of construction on the Property. For purposes of this paragraph, the term "placed in service" shall mean that a certificate of occupancy has been issued for at least some portion of the building, which is under lease for use by a tenant of Purchaser. 8. Future Use. • (a) In the event that Purchaser exercises the Option provided herein, it is the Seller's desire that following renovation and rehabilitation of the Property a portion thereof be used as a facility that honors the legacy of Jefferson School and the history of the African American community in Charlottesville. Purchaser acknowledges that desire, and covenants that it will use its best efforts to dedicate, lease or establish a portion of the Property for that purpose. (b) It is the intent of both parties that a portion of the Property, currently used as the Carver Recreation Center, be leased to the Seller for continued use as a City recreational facility. The Parties agree that they will negotiate in good faith the terms and conditions of such a lease. (c) The provisions of this paragraph regarding the future uses of the Property shall not be included as deed restrictions nor considered as a condition precedent to the Closing. 8. Subordination: The Seller agrees to subordinate the Deed restrictions contained in Paragraph 7 hereof to the construction and permanent financing for the Project. In the event that the City subordinates the Deed restrictions contained in Paragraph 7 hereof, such Deed of Subordination shall contain a purchase option so that, in the event that the Purchaser defaults on the lien to which the Seller's lien is • subordinated, the Seller shall have the right to purchase the Note which is secured by the lien to which the Seller's lien is being subordinated from the Noteholder for the then