Agenda - Council - 03/23/2010 - Laserfiche WebLink

Home

7. REVIEW PERIOD. a. Within five (5) days following the execution of this Agreement, SELLER shall provide to BUYER copies of any Environmental Site Assessment reports and/or any reports, notifications, or correspondence of any kind from any governmental entities relating to environmental conditions of the Property, to the extent any of the same is in SELLER's possession. BUYER shall have ninety (90) days from the date hereof ( "Review Period ") to inspect the Property. SELLER agrees to permit access to the Property during normal business hours and nth advance notice, to BUYER'S authorized inspectors. BUYER shall' not perform any invasive testing on the Property without the prior writ -en consent of SELLER. In the event that BUYER reasonably determines that the Property is unacceptable to BUYER due to the condition of the Property, BUYER shall give SELLER written notice of such fact as soun,as possible and in any event on or before the expiration of the Review Period. BUYER may, at BUYER'S option, terminate this Agreement by wri notice to SELLER prior to the expiration of the Review Period. - BUYER'S preserving this Agreement in effect, shall be deemed an approval of the Property, and BUYER waives any ;fight to object further to any of the foregoing. BUYER shall hold any and' all materials and information in confidence, subject- to the State of Minnesota's data privacy laws as applied to BUYERS a Minnesota Municipal Corporation and BUYER shall indemnify, protect, defend and hold SELLER harmless from and against any and all loss4 cost,_dlaim, Iiahilitq or expense arising out of any inspecdvt Qr contact made pursuant to this Agreement or otherwise. The foregoing .indemnity shall survive Closing or the termination of this Agreement. In the event the transaction does not close for any reason, BUYER shall restore the Property to substantially the same condition as existed prior to the .BUYER'S entry on the Property. BUYER shall deliverto�. ELLER, at-no cost to SELLER, copies of all surveys, reports, audits or similar information obtained during the Review Period. b. Prior<:t the date hereof, SELLER removed certain fuel dispensers and related - underground storage tanks and tank lines (the "Tank System ") from the Property. BUYER, in cooperation with SELLER, is assessing the extent of any release from the Tank System or other cause since the time of the tank removal and closer letter receipt from the State of Minnesota. SELLER shall remediate or clean up any Seller Environmental Conditions (defined below) ( "Clean-Up ") if assessments reveal conditions the State of Minnesota requires be addressed prior to BUYER taking ownership. Such Clean-Up shall be conducted according to the minimum standards of all applicable federal, state and local laws, including without limitation, the minimum standards established by the State of Minnesota. SELLER makes no warranties or representations concerning the timing or extent of the Clean-Up, except that SELLER agrees to comply with the laws and regulations of the State of Minnesota 2