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<br />property. <br />WHEREFORE the parties state as follows: <br />THE INTENT OF THE PARTIES <br /> <br />1. This instrument is a Memorandum of Intent. It states the good faith intentions of <br /> <br />the parties on the. subject matter hereof, but it does not create any legal rights or duties in either <br /> <br /> <br />party hereto. The parties intend to negotiate in good faith a legally binding agreement that is <br /> <br /> <br />consistent with this instrument (the "Sale and Development Agreement"), but neither party will <br /> <br /> <br />be legally bound until the Sale and Development Agreement has been approved and executed by <br /> <br />parties' duly authorized representations. <br /> <br />2. The City will reserve the Property for Purchaser for a period commencing on <br /> <br />September 28, 2010 and terminating March 1, 2011, during which time the Purchaser will <br /> <br />conduct due diligence of all relevant matters to determine whether the Property may be profitably <br /> <br />developed for the intended use, including the availability of financing at an acceptable rate or <br /> <br />rates (the Due Diligence Period). <br />3. If the development goes forward, the demolition of the existing structures on the <br /> <br /> <br />Property, including the former Cradock High School building, shall be performed by the <br /> <br /> <br />Purchaser at Purchaser's cost as part of Phase 1 of the development. During the Due Diligence <br /> <br /> <br />Period, the Purchaser shall perform tests and studies of the Property to develop plans and <br />specifications for abatement and demolition. <br /> <br />4. During the Due Diligence Period, Purchaser will have a title company issue a <br /> <br />preliminary title commitment confirming to the satisfaction of the parties that the City holds <br /> <br />marketable title to the Property, and Purchaser will have an engineering firm make a field <br /> <br />-2- <br />