Agenda - 06-26-2007-4dd - Laserfiche WebLink

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restrictions; and (e} the truth ar accuracy of any warranty ar representation made by Seller in this Agreement. Seller shall notify Purchaser in writing of any such material adverse change of which Seller is knowledgeable. 5.03 As a further condition precedent to Purchaser's obligation to close the purchase of the Property, construction of the Building, including the Interior Upfit and the exterior improvements to the Real Property, shall be finally complete in a manner that satisfies the requirements of "final completion" pursuant to the Agreement for Construction Management Services by and bettween Seller and Purchaser and a. Certificate of Occupancy for the Building shall have been issued by the Town of Hillsborough. 5.04 As a further condition precedent to Purchaser's obligation to close the purchase of the Property, Seller and Purchaser shall have made and entered into a written license agreement pursuant to which Seller shall license to Purchaser, upon terms and conditions mutually satisfactory to Seller and Purchaser, the exclusive use of the Allocated Parking Spaces. As used herein, "Allocated Parking Spaces" shall mean the number of parking spaces in the parking deck under construction by Seller on a tract of land lying south of the Property and north of N & K Street which shall be allocated far the exclusive use of the owner of the Building and such a~wner's tenants, employees, customers, guests, licensees and invitees. Allocated Parking Spaces shall be determined by subtracting from tvvo hundred forty-six (246) the number of parking spaces wluch shall have been licensed by Seller to Purchaser or otherwise made available or reserved for the exclusive use of Purchaser within the project complex (including the Real Property, the parking deck, the proposed Orange County office building tract and the Gateway Center Building tract}. Seller and Purchaser acknowledge that it is their intent that a total of two hundred forty-six (246) parking spaces shall be allocated to Purchaser within the project complex far Purchaser's use of the Building, Units 200 and 300 in the Gateway Center Building and the proposed Orange County office building. Only to the extend that such parking spaces cannot be accommodated iwithin the project complex and outside the parking deck, shall parking spaces be allocated to Purchaser witlun the parking deck. 5.05 As a further condition precedent to Purchaser's obligation to close the purchase of the Property, Purchaser must have received North Carolina Local Government Approval of installment purchase financing totaling at least $25,000,000 to enable Purchaser to purchase the Property, and other property making up the Orange CountS~ Office and Library Carnplex. SECTION b. Construction of the Building. 6.01 Subject to the terms, covenants and conditions set forth in this Agreement, Seller shall construct, ar cause to be canstiuctect, a hwa story commercial building upon the Real Property containing approximately 23,454 square feet (building footprint), the purpose of which building shall be to serve as a public library (the "Building"}. The shell of the Building and the exterior improvements to the Real Property shall be constructed and completed substantially in accordance with the Building Plans and Specifications (as hereinafter defined) and all applicable municipal, state and federal approvals, ordinances, codes, statutes and laws. The improvement, upfit and finishing of the interior of the Building (the "Interior Upfit"} shall be constructed and completed substantially in accordance with the Interior Upfit Plans and Specifications (as hereinafter defined} and all applicable municipal, state and federal approvals, ordinances, codes, statutes and laws. Unless delayed by reason of the public bid process or matters beyond Seller's reasonable control, construction of the Building will commence not later than ninety (90) days after the date of Purchaser's delivery of the Interior Upfit Plans and specifications to Seller. Seller will make a reasonable effort to have construction of the Building, the exterior improvements to the Real Property and the Interior Upfit substantially complete, and the Building ready for occupancy (including issuance of a certificate of occupancy) not later than ten (10) months after the date on which construction of the Building shall - 5-