Res. #19-016 - Authorizing Conveyance of Real Property to Midwest Best Water, Inc.

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Buyer shall deliver to Seller a document granting Seller the right to approve the fagade of the building to be constructed on the Property, and in any event, this "Right of Approvar shall transcend the Closing. Buyer shall execute a separate written agreement or covenant, executed as a condition of the transaction and before the time of Closing, granting Seger this Right of Approval, that shag run with the land until such time as a principal structure is constructed on the Property. This Right of Approval is limited to the facades facing 2& Avenue and Commerce Drive. 12. Closing Costs. The following costs and expenses shall be paid as follows in connection with the Closing: 12.1 Sellers Costs. Seller shall pay (n the cost of the Commitment in conformance with the requirements of Section 3 of this Agreemen, (1) the cost of the Survey in conformance with the requirements of Section 3 of this Agreement, (iii) all fees to record all of the documents necessary to permit Seller to convey marketable fee simple title to the Property to Buyer (other than the recording fee to record the Deed), (iv) [intentionally omitted], (v) one-half (12) of the closers fee and/or escrow fee charged by Title in connection with the escrow of Lamest Money or the Closing, (vi) any state, county or municipal deed tax, excise tax or transfer fee imposed on the conveyance, (vii) any deferred (e.g. "Green Acres") real estate taxes and any delinquent real estate taxes (including without limitation, interest or penalties thereon), (viii) Sellers pro-rata share of real estate taxes due and payable in the year of Closing as provided in Section 12 below and the entire portion of any special assessment certified for payment with the real estate taxes in the year of Closing, (ix) all unpaid special assessments levied or pending as of the Closing Date, (x) the brokerage fee of the Broker in accordance with Section 13 herein, and (xi) attorneys' fees and costs of Seller's attorneys. To the extent Seger has not previously paid any expense set forth in this Section 12.1, or any other expense attributed to Seller pursuant to this Agreement, the same shall be deducted from the Purchase Price payable to Seller at Closing. 12.2 Buyers Costs. Buyer shall pay (q the recording fee necessary to record the Deed, (1) the premium for title insurance policy or any endorsements requested by Buyer, (11) one-half (12) of the closers fee and/or escrow fee charged by Title in connection with the escrow of Earnest Money or the Closing, (iv) all costs associated with its due diligence and inspections of the Property (except costs for the Commitment and Survey), (v) any mortgage registration tax, and (vi) attomeys' fees and costs of Buyers attorneys. 13. Proration of Real Estate Taxes and SrrecW Assessments. Seller shall pay all real estate taxes for the Property and installments of all special assessments certified for payment with the real estate taxes due and payable in all years prior to the year of Closing. Seller shall also pay the unpaid balance of any special assessments levied or pending as of the Closing Date. Real estate taxes for the Property due and payable in the year of Closing shall be prorated between Seller and Buyer to the Closing Date; provided, however. Buyer shag assume responsibility for the payment of all real estate taxes for the Property due and payable in years subsequent to the year of Closing. If the amount of any real estate taxes, charges or assessments that are due and payable have not been finally assessed or determined as of the Closing Date, then the same shag be adjusted as of Closing based upon the most recently issued bills therefor, and shall be readjusted when final bilk are issued. 13.1 No Separate Tax Statement If, as of the Closing Date, the Property is not assessed for purposes of real property taxation separately from all other real property, then the real estate taxes and assessments certified for payment therewith for the total tax parcel shag be paid in fug by Seger at Closing, and the amount of real estate taxes and assessments certified for payment therewith allocable to the Property shall be determined based upon the ratio that the square footage of the Land bears to the square footage of all the real property within the total tax parcel. 14. Agent Representation. Broker represents both the seller (s) and buyer (s) of the property involved in this transaction, which creates a dual agency. This means that broker and its salespersons owe fiduciary duties to both seller (s) and buyer (s). Because the parties may have conflicting interests, broker and its salespersons are prohibited from advocating exclusively for either party. Broker cannot act as a dual agent in this transaction without the consent of both seller (s) and buyer (s). Seiler (s) and buyer (s) acknowledge that (1) Confidential information communicated to broker which regards price, terms, or motivation to buy or sell will remain confidential unless seller (s) or buyer (s) instructs broker in writing to disclose this Information. Other information will be shared. (2) Broker and its salespersons will hot represent the interests of either party to the detriment of the other, and (3) Within the limits of dual agency, broker and its salespersons will work diligently to facilitate the mechanics of the sale. 11-10