4.7 SR 01-02-2018 - Laserfiche WebLink

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satisfaction of the City, the City and Developer shall proceed with the conveyance of the New Resources Property pursuant to Section 3.6 of this Agreement. In the event that the Developer has failed to cure objections within 60 days after its receipt of the City's list of such objections, the City may (i) by the giving of written notice to the Developer terminate this Agreement, upon the receipt of which this Agreement shall be null and void and neither Party shall have any liability hereunder, except for any obligations under Section 3.13, or (ii) waive any title objections and proceed to closing. The Developer shall have no obligation to take any action to clear defects in the title to the New Resources Property, other than the good faith efforts described above. (b) The Developer shall take no actions to encumber title to the New Resources Property between the date of this Agreement and the time the deed is delivered to the City. The Developer expressly agrees that it will not cause or permit the attachment of any mechanics, attorneys, or other liens to the New Resources Property prior to Closing. Upon Closing, the Developer is obligated to pay all costs to discharge any encumbrances to the New Resources Property attributable to actions of the Developer, its employees, officers, agents or consultants, including without limitation any architect, contractor and or engineer. (c) The City shall take no actions to encumber title to the New Resources Property between the date of this Agreement and the time the deed is delivered to the City. The City expressly agrees that it will not cause or permit the attachment of any mechanics, attorneys, or other liens to the New Resources Property prior to Closing. Notwithstanding termination of this Agreement prior to Closing, City is obligated to pay all costs to discharge any encumbrances to the New Resources Property attributable to actions of City, its employees, officers, agents or consultants, including without limitation any architect, contractor and or engineer. Section 3.9. "As Is" Conveyance of New Resources Property. The City will take the conveyance of the New Resources Property on an "AS IS" "WHERE IS" basis, with all faults and defects, without any warranties, express or implied, except such representations and warranties as specifically set forth in this Agreement. (a) The Developer makes no representations concerning nor shall have any responsibility or obligation to undertake any cleanup or remediation on the New Resources Property. (b) The City is hereby granted the right to enter upon and inspect, analyze and test the New Resources Property for all reasonable purposes, including conducting soil and environmental tests or studies upon 24 hours notice to the Developer. The City shall pay for the cost of all investigations of the New Resources Property which are ordered by the City for purposes of conducting its own investigations of the New Resources Property. If, at least, 10 days before the Closing, the City determines that Hazardous Materials or other pollutants as defined under federal and state law exist on the property, or that the soils are otherwise unsuitable for construction of the Minimum Improvements, the City may at its option terminate this Agreement by giving notice to the Developer, upon receipt of which this Agreement shall be null and void and neither Party shall have any liability thereunder. The City hereby agrees to indemnify and hold the Developer harmless from any claims, damages, costs and liability, including without limitation reasonable attorneys' fees, resulting from entering upon the New 12 512017v5 JSB BL185-52