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(d) The Developer acknowledges that the City makes no representations or warranties <br /> as to the condition of the soils on the City's Property or its fitness for construction of the <br /> Minimum Improvements or any other purpose for which the Developer may make use of such <br /> property. The Developer further agrees that it will indemnify, defend, and hold harmless the <br /> City, and its governing body members, officers, and employees, from any claims or actions <br /> arising out of the presence, if any, of hazardous wastes or pollutants on the City's Property after <br /> the date of Closing. <br /> (e) To the actual knowledge of the undersigned representatives of the City, there are <br /> no legal actions, suits or other legal or administrative proceedings, pending or threatened, that <br /> affect the City's Property or any portion thereof, and the undersigned representatives of the City <br /> have no actual knowledge that any such action is presently contemplated. <br /> Section 3.11. Representations and Warranties Regarding New Resources Property. <br /> (a) Prior to the Closing, the Developer shall pay in full all amounts due for labor, <br /> materials, machinery, fixtures or tools furnished within the 120 days immediately preceding the <br /> Closing in connection with construction, alteration or repair of any structure upon or <br /> improvement to the New Resources Property. <br /> (b) To the best of the Developers' knowledge, no hazardous substances are located on <br /> or have been stored, generated, used, processed or disposed of on or released or discharged from <br /> (including ground water contamination) the New Resources Property and no above or <br /> underground storage tanks exist on, or have been removed from, the New Resources Property. <br /> (c) There are no legal actions, suits or other legal or administrative proceedings, <br /> pending or threatened, that affect the New Resources Property or any portion thereof, and the <br /> Developer has no knowledge that any such action is presently contemplated. <br /> (d) The Developer has good, indefeasible and marketable fee simple title to the New <br /> Resources Property, subject to the permitted encumbrances. The Developer has no knowledge of <br /> any unrecorded agreements, undertakings or restrictions which affect the New Resources <br /> Property. <br /> (e) The Developer has not filed, voluntarily or involuntarily, for bankruptcy relief <br /> within the last year under the United States Bankruptcy Code, nor has any petition for <br /> bankruptcy or receivership been filed against the Developer within the last year <br /> (f) To the best of the Developer's knowledge, there are no wells on the New <br /> Resources Property within the meaning of Minnesota Statutes, Section 103L235. There is no <br /> sewage generated at the New Resources Property to be managed, and there is no individual <br /> sewage treatment system located on or serving the New Resources Property. <br /> (g) The Developer has not relied on the City, its governing bodies' members, officers, <br /> agents, including the independent contractors, consultants and legal counsel, servants and <br /> employees thereof regarding any tax consequences to the Developer regarding the land exchange <br /> contemplated by this Agreement and other amounts which may be paid by the City under this <br /> Agreement. <br /> 14 <br /> 512017v5 JSB BL185-52 <br />