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Development Property, as evidenced by the Title Commitment and Survey together with any
<br />updating of the Title Commitment and Survey, is not made good and marketable of record in
<br />City on the Closing Date, Developer, at its option, may terminate this Agreement by giving
<br />written notice to City in which event this Agreement shall become null and void, and neither
<br />party shall have any further rights, obligations, or liability hereunder.
<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 from 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; however, nothing 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 Developer's tests or inspections, may be determined to be
<br />necessary, pursuant to applicable law or regulation. The provisions of this Paragraph shall
<br />survive the closing or termination of this Agreement.
<br />Section 2.5. Environmental Audit The Developer may, at its sole expense, obtain a
<br />currently dated phase one environmental audit ( "Environmental Audit ") or other additional
<br />environmental audits as may be reasonable or necessary for the Development Property.
<br />Section 2.6. Obligations on Closing Date At the closing, City shall execute, where
<br />appropriate, and deliver to Developer:
<br />(a) A warranty deed ( "Deed "), properly executed on behalf of City in recordable
<br />form, conveying the Development Property 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 />(b) All certificates, instruments, and other documents necessary to permit the
<br />recording of the Deed.
<br />(c) 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 portion 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 Property which is registered property; provided,
<br />however, Developer shall pay the premium for the policy of title insurance.
<br />(d) A standard Seller's Affidavit with respect to judgments, bankruptcies, tax liens,
<br />mechanics liens', parties in possession, unrecorded interests, encroachment or
<br />boundary line questions, and related matters, properly executed on behalf of City.
<br />—114—
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