R2023-02 Resolution Authorizing Intergovernmental Agreement between the City of Decatur and Decatur Public School District #61 regarding 1140 West Sunset Avenue

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(c) Within a reasonable time after receipt of the evidence of title,District shall point out in writing to City any unpermitted exceptions to title which appears therein, and unless so pointed out, the evidence of title shall be conclusively presumed to be accepted by District. City shall have a reasonable time to cure any unpermitted exception of which District gives notice. City shall have the right to cure any such exception which may be removed by the payment of money by deducting the amount of such payment from the Purchase Price at the time of closing. If City is unable to cure any such exceptions and is unable to procure a Title Policy insuring over such exceptions, then District shall have the option of terminating this Contract, or of accepting title subject to such exceptions and proceeding to close without any reduction in the Purchase Price, in which case such exceptions shall be deemed permissible exceptions to title. (d) The evidence of title, including the cost of an Owner's Policy Of Title Insurance in the full amount of the Purchase Price, issued by the Company making the Title Insurance Commitment, shall be at the sole expense of City, except that District shall pay the buyer's customary share of search charges in connection with the issuance of the Title Policy. 6. Possession and Closing. City shall deliver possession of Property to District concurrently with the closing of this transaction,which shall be held on a mutually agreeable date, time and place following the demolition of Property, or within thirty (30) days written request by the City, provided said request is issued after the completion of demolition . If the closing is held at the offices of the title insurer, the parties shall split the closing fee. 7. Time of the Essence. Time for the performance of the obligations of the parties is of the essence of this Agreement. 8. Brokerage Disclosure. The parties warrant to each other that no real estate agent, agency, firm or person is involved in this transaction to which any commission or finder's fee could be owing from them. 9. Assignments and Succession of Obligations. All terms of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective agents, representatives, officers, assigns, successors and transferees. All warranties and agreements contained herein shall survive closing and remain binding on the parties. 10. Severability. If any provisions or subpart of this Agreement is held to be invalid by any tribunal of competent jurisdiction, such part shall be deemed automatically adjusted, if possible. If not, the provision shall be deemed severed from the Agreement, and all other provisions and subparts shall remain in full force and effect. 11 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the formation of an Intergovernmental Agreement between the City of Decatur and the District. Any representations promises or statements not set forth in this Agreement are of no force and effect and have not been relied upon. 12. Amendment. This Agreement may only be amended by a written instrument signed by each party hereto.