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appropriate endorsements to the Title Commitment. If not sooner satisfied, City shall satisfy any
<br />mortgages or other monetary liens against the Development Property at the closing. If the title to
<br />the Development Property, as evidenced by the Title Commitment together with any updating of
<br />the Title Commitment, is not made good and marketable of record in City on the Closing Date,
<br />Developer, at its option, may terminate this Agreement by giving written notice to City in which
<br />event this Agreement shall become null and void, and neither party shall have any further rights,
<br />obligations, or liability hereunder.
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<br /> Section 2.4. Inspection. Developer, its agents and designees, are hereby granted the right,
<br />at all reasonable times, to enter upon and inspect, analyze, and test the Development Property
<br />and its various components for all reasonable purposes, including, but not limited to,
<br />investigations for the presence of asbestos, PCBs and other hazardous substances, hazardous
<br />wastes, pollutants, or contaminants on the Development Property. Developer shall pay for the
<br />cost of all investigations of the Development Property which are ordered by Developer,
<br />Developer hereby agrees to indemnify and hold City harmless fi'om any claims, damage, costs,
<br />and liability including, without limitation, reaSonable attorney's fees, resulting from the entering
<br />upon the Development Property or the performing of any of the analyses, tests, or inspections
<br />referred to in this Paragraph; howev.er, no.thing contained herein shall be deemed to require
<br />Developer to indemnify or hold City harmless,, from any liability for any environmental
<br />remediation which based upon Deve!0per.'.,s ~t,es.~s~: .o.r. linspections, may be determined to be
<br />necessary, pursuant to applicable law ?r regulation...The provisions of this Paragraph shall
<br />survive the closing or termination of this Agreement:,
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<br /> Section 2.5. Environmental Audit. The Developer may, at its sole expense, obtain a
<br />currently dated phase one environmenta! audit. (,'Environmental Audit") or other additional
<br />environmental audits as may be reasonable or necessary for the Development Property.
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<br /> Section 2.6. Obligations on Closing Date. At the closing, City shall execute, where
<br />appropriate, and deliver to Developer: . .
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<br /> (a) A warranty deed ("Deed")? pl;°Perly executed on behalf of City in recordable
<br /> form, conveying the Development Prppe?ty to Developer. The Deed shall contain
<br /> the following statement: "The City certifies that the City does not know of any
<br /> wells on the described Development Property" unless City delivers a well
<br /> certificate described in SubParagraph (e) hereof.
<br />
<br /> : ~.;~ ~ ~ : ,,'~ i .:
<br /> (b) All certificates, instrum~htS,-i/na:. 'other: documents necessary to permit the
<br /> recording oftheDeed. ,: . ~
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<br />(c)
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<br />(d)
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<br />A policy of title insurance issued pursuant to the Title Commitment, subject to no
<br />exceptions other than.those :accePted by Developer pursuant to Section 2.3. hereof
<br />together with those abstracts of title to any portiop of the Development Property
<br />which are in the City's possession and the owners' duplicate certificate of title to
<br />any portion of the DeVeloPment..P,:ropertY Which is registered property; provided,
<br />however, Developer shall pay the Premium for the policy of title insurance.
<br />
<br />A standard Seller's AffidaVit.with re. spe.c.t to judgments, bankruptcies, tax liens,
<br />mechanics liens', parties. in .p0ssessign,, um'ecorded interests, encroachment or
<br />boundary line questions,: and related matters, properly executed on behalf of City.
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