Agenda - Council - 04/13/2021 - Laserfiche WebLink

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of Donor title to the Property or any encumbrances on Donor's title to the Property that are objectionable to City, and (ii) the specific actions City requests that Donor take with respect to each such defect or encumbrance (a "Title Objection Notice"). Any defects in or encumbrances on Donor's title that City does not identify in a timely Title Objection Notice are each a "Permitted Exception." Within three business days after Donor's receipt of a Title Objection Notice from City, Donor will notify City, in writing, of the actions, if any, that Donor is willing to take with respect to each of the matters identified in the Title Objection Notice and the time frame in which Donor will take those actions ("Donor's Title Notice"). If Donor's Title Notice indicates that Donor unconditionally agrees to make Donor's title to the Property marketable on or before the closing date, the parties shall proceed to closing pursuant to the terms of this Agreement. If Donor's Title Notice indicates that Donor does not unconditionally agree to make Donor's Title to the Property marketable on or before the closing date, City may, at any time with three business days after City's receipt of Donor's Title Notice, terminate this Agreement by written notice to Donor in which case this Agreement is terminated ("City's Title Termination Notice"). If City does not deliver a City's Title Termination Notice to Donor within the three business days after City's receipt of Donor's Title Notice, then the City shall be deemed to have waived City's objections which shall be deemed Permitted Exceptions. 5. Right of Entry. Upon execution of this Agreement, the City, its employees and agents may enter the Property for the purpose of conducting soil tests, environmental tests and survey work subject to the following conditions: a. The City must repair and or restore any damage it caused to the Property and remove any personal property, refuse or debris the City brought onto the Property. b. The City must comply with and shall cause it employees, agents, and contractors to comply with all applicable laws, while on the Property. c. The City shall indemnify and hold harmless the Donor from any actions or damages caused or occasioned by the City or its employees as a result of its inspections. 6. Inspection Period. The City shall have until July 1, 2021, to investigate the Property and determine in its sole judgment whether the Property is suitable for the City's intended use. The City may, at any time before 5:00 p.m. on the last day of the inspection period, terminate this Agreement and decline the donation by written notice to Donor. 7. Donor Representations. a. Donor has no actual knowledge, without any due diligence, that the Property contains Hazardous Substances. The term "Hazardous Substance" 2