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does not unconditionally agree to make Donor’s Title to the Property marketable on or
<br />before the closing date, City may, at any time with three business days after City’s receipt
<br />of Donor’s Title Notice, terminate this Agreement by written notice to Donor in which
<br />City’s Title Termination Notice
<br />case this Agreement is terminated (“”). If City does not
<br />deliver a City’s Title Termination Notice to Donor within the three business days after
<br />City’s receipt of Donor’s Title Notice, then Donor must perform in accordance with
<br />Donor’s Title Notice, City shall be deemed to have waived City’s objections to the extent
<br />Donor has not agreed to address them in Donor’s Title Notice, the matters to which City
<br />objected and Donor did not agree to resolve are deemed Permitted Exceptions, and the
<br />parties shall proceed to Closing in accordance with the terms of this Agreement and the
<br />terms of Donor’s Title Notice.
<br /> Right of Entry
<br />5.. Upon execution of this Agreement, the City, its employees and agents
<br />may enter the Property for the purpose of conducting soil tests, environmental tests and
<br />survey work subject to the following conditions:
<br />
<br />a.The City must repair and or restore any damage it caused to the Property and
<br />remove any personal property, refuse or debris the City brought onto the Property.
<br />
<br />b.The City must comply with and shall cause it employees, agents, and contractors
<br />to comply with all applicable laws, while on the Property.
<br /> Inspection Period.
<br />6. The City shall have 21 days from the latest date of execution of this
<br />Agreement to investigate the Property and determine in its sole judgment whether the
<br />Property is suitable for the City’s intended use. The City may, at any time before 5:00
<br />p.m. on the last day of the inspection period, terminate this Agreement and decline the
<br />donation by written notice to Donor.
<br /> Donor Representations.
<br />7.
<br />
<br />a.Donor has no actual knowledge, or reason to believe, that the Property contains
<br />Hazardous Substances. The term “Hazardous Substance” means any pollutant,
<br />contaminant, hazardous substance or waste, solid waste, petroleum product,
<br />distillate, or fraction, radioactive material, chemical known to cause cancer or
<br />reproductive toxicity, polychlorinated biphenyl or any other chemical, substance
<br />or material listed or identified in or regulated by any Environmental Law.
<br />
<br />b.Donor has no actual knowledge of, or reason to believe, present or past conditions
<br />on the Property constitute a violation of Environmental Law, which means the
<br />Comprehensive Environmental Response, Compensation and Liability Act
<br />(“CERCLA”), 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery
<br />Act, 42 U.S.C. § 6901 et seq., the Federal Water Pollution Control Act (the Clean
<br />Water Act), 33 U.S.C. § 1251 et seq. the Clean Air Act, 42 U.S.C. § 7401 et seq.,
<br />and the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., all as amended
<br />from time to time, and any other federal, state, local or other governmental
<br />statute, regulation, rule, law or ordinance dealing with the protection of human
<br />health, safety, natural resources or the environment now existing or hereafter
<br />enacted.
<br />Resolution #20-289
<br />Page 4 of 8
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