Agreement - Near Northwest Neighborhood, Inc. - Real Property Transfer Agreement

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1977, August 5, 1980, and November 16, 1980 (the "Articles"), attached hereto as Exhibit B, have not been superseded or amended and currently remain in full force and effect; and (c) the Organization is currently exempt from federal income taxation as stated in the Internal Revenue Service letter dated September 26, 1979, attached hereto as Exhibit C. 2. Transfer of Property; Termination. The City desires to convey the Property to the Organization for and in consideration of One Dollar ($1.00), and the Organization desires to accept the Property subject to the terms and conditions of this Agreement. Notwithstanding anything to the contrary contained herein, this Agreement will terminate, and Seller will have no obligation to proceed to the closing contemplated herein, in the event Buyer has not obtained an award of tax credits from IHCDA for the Project on or before March 30, 2018. 3. Organization's Due Diligence. The Organization's obligation to complete the purchase of the Property is conditioned upon the satisfactory completion, in the Organization's discretion, of the Organization's investigation of certain matters concerning the Property, including, without limitation, the Organization's examination, at the Organization's sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable and as determined by the Organization. Upon the Organization's request, the City will provide to the Organization a copy of all known environmental inspection, engineering, title, and surrey reports and documents in the City's possession relating to the Property. In the event the Closing does not occur, the Organization will immediately return all such reports and documents to the City with or without a written request by the City. If at any time before the Closing Date, the Organization determines, in its sole discretion, not to proceed with the purchase of the Property, the Organization may terminate this Agreement by written notice to the City. 4. Closing. (a) The City will convey title to the Property to the Organization as contemplated in this Agreement (the "Closing") on a mutually agreeable date not later than November 30, 2018 (the "Closing Date"). The Closing will take place at the offices of Meridian Title Corporation (the "Title Company"). (b) At Closing, the City will deliver a quit claim deed, in the form attached hereto as Exhibit D (the "Deed"), conveying the Property to the Organization. The Board of Public Works hereby authorizes and instructs the Mayor and the City Clerk to execute the Deed and cause it to be delivered at Closing. (c) The Organization will pay the cost of obtaining an ALTA owner's policy of title insurance covering the Property (the "Title Policy"), which the Title Company will provide at the Closing. The Organization will pay all closing costs, including the Title Company's closing fees and/or document preparation fees, and all recordation or other fees associated with the Closing. (d) Any exception to title or other matter of record to which the Organization does not object before the Closing will be deemed a permitted encumbrance on the Property. (e) As a condition precedent to Closing, the Organization will present to the City satisfactory evidence that, based on the Organization's application submitted on or before the 2