4.7 SR 01-02-2018 - Laserfiche WebLink

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Resources Property or the performing of the analysis, tests or inspections referred to in this section. (c) The City acknowledges that the Developer makes no representations or warranties as to the condition of the soils on the New Resources Property or its fitness for construction of the Public Improvements or any other purpose for which the City may make use of such property. The City further agrees that it will indemnify, defend, and hold harmless the Developer, and its officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants on the New Resources Property after the date of Closing. (d) To the actual knowledge of the undersigned representatives of the Developer, there are no legal actions, suits or other legal or administrative proceedings, pending or threatened, that affect the New Resources Property or any portion thereof, and the undersigned representatives of the Developer have no actual knowledge that any such action is presently contemplated. Section 3.10. As Is Conveyance of City's Property. (a) The Developer shall take the conveyance of City's 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, and the Developer waives any claims against the City and its governing bodies' members, officers, agents, including the independent contractors, consultants and legal counsel, servants and employees thereof (for purposes of this Section, collectively the "Indemnified Parties"), for indemnification, contribution, reimbursement or other payments arising under federal and state law and the common law relating to environmental or any other condition of City's Property. (b) The City makes no representations concerning nor shall have any responsibility or obligation to undertake any cleanup or remediation on the City's Property. Following delivery of the Deed, the Developer agrees to remediate any environmental contamination or pollution on the City's Property that may be required by law. (c) The Developer is hereby granted the right to enter upon and inspect, analyze and test the City's Property for all reasonable purposes, including conducting soil and environmental tests or studies upon 24 hours notice to the City Administrator. The Developer shall pay for the cost of all investigations of the City's Property which are ordered by Developer for purposes of conducting its own investigations of the City's Property. If, at least, 10 days before the Closing, the Developer 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 Developer may at its option terminate this Agreement by giving notice to the City, upon receipt of which this Agreement shall be null and void and neither Party shall have any liability thereunder. Developer hereby agrees to indemnify and hold the City harmless from any claims, damages, costs and liability, including without limitation reasonable attorneys' fees, resulting from entering upon the City's Property or the performing of the analysis, tests or inspections referred to in this section. 13 512017v5 JSB BL185-52