New Search
2.3 City and The Science Factory shall enter into that certain Option Agreement attached <br />hereto as Exhibit C with respect to the Building; and <br />2.4 City and The Science Factory shall execute the Memorandum of Ground Lease and <br />Memorandum of Option Agreement in the recordable forms attached hereto as <br />Exhibits D and E, respectively, which Memoranda shall be recorded at the closing <br />concurrently with the deed described below in Section 4. <br />The Ground Lease and Option Agreement contain certain provisions imposing certain <br />obligations on The Science Factory and granting certain rights and remedies to City with <br />respect to the Building and the Land which shall survive the closing of this Agreement and <br />the delivery of the deed described below in Section 4. <br />3. Condition of Property. <br />3.1 The Science Factory currently occupies or uses the Building and some or all of the <br />Land and related parking area, and its agents have had full access to the Building, <br />Land and related parking area for the purpose of conducting physical and other <br />inspections and investigations of the Building, Land and related parking area. The <br />Science Factory is satisfied with the results of the inspections and investigations and <br />is acquiring its right, title and interest in the Building, Land and related parking area <br />"AS IS" and "WHERE IS," with all conditions and defects, latent or patent, and <br />assumes sole responsibility therefor (except as otherwise expressly provided below <br />in Section 3.2). The Science Factory has also satisfied itself as to all zoning, land use <br />and other legal requirements relating to its occupancy and use of the Building, Land <br />and related parking area. <br />3.2 Notwithstanding other provisions in this Agreement, at closing City shall provide to <br />The Science Factory a grant of Seventy-Five Thousand Dollars ($75,000), to be kept <br />by The Science Factory in a special reserve separate from its general funds and to be <br />used by The Science Factory for renovations, repairs and other capital improvements <br />of the Building (referred to below in this Section 3.2 as "capital improvement") <br />within five (5) years following the Closing Date (or, if the Effective Date of the <br />Ground Lease is later than the Closing Date, within five (5) years following the <br />Effective Date of the Ground Lease). The Science Factory acknowledges that any <br />capital improvement for which any of the funds provided hereunder are used will be <br />a public works project. The Science Factory agrees that it will comply with all <br />regulations of the Oregon Bureau of Labor and Industries, including, without <br />limitation, payment ofprevailing wages, in connection with any public works project <br />the value of which exceeds Twenty -five Thousand Dollars ($25,000). The Science <br />Factory further agrees that it will not separate capital improvement into parts for the <br />purpose of avoiding compliance with prevailing wage laws and regulations, and that <br />it shall hold City harmless from and against any fine, penalty, claim or liability <br />ACQUISITION AGREEMENT - 3 <br />