01-11-2016 Council Packet - Laserfiche WebLink

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184949v1 8 (g) Storage Tanks. To the best of the Barkleys’ knowledge, there are no above ground tanks in or about the Remnant Parcel. To the extent such storage tanks exist, each will be duly registered with all appropriate regulatory and governmental bodies and will be removed or brought into compliance with applicable federal, state and local statutes, regulations, ordinances and other regulatory requirements at the Barkleys’ expense. To the best of the Barkleys’ knowledge there are no underground storage tanks on the Remnant Parcel. The Barkleys will indemnify the City, the City’s successors and assigns, against, and will hold the City, the City’s successors and assigns, harmless from, any expenses or damages, including reasonable attorneys' fees, that the City incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after closing. Consummation of this Agreement by the City with knowledge of any such breach by the Barkleys will not constitute a waiver or release by the City of any claims due to such breach. Nevertheless, any claim that the Barkleys have breached a representation or warranty must be in writing and must be given by the City within two years of the Date of Closing or be deemed waived. 12. CONTINGENCIES. (a) City’s Contingencies. The obligations of the City under this Agreement are expressly contingent upon each of the following (the “City’s Contingencies”): (i) The City shall have determined on or before the Closing Date, that it is satisfied, in its sole discretion, with the results of any environmental/soil investigations and tests of the Remnant Parcel conducted by the City, the costs of which shall be the responsibility of the City. By executing this Agreement, the Barkleys hereby authorize the City, its contractors, and agents to enter upon the Remnant Parcel for purposes of conducting environmental, engineering and soil tests. (ii) The City shall have determined on or before the Closing Date, that it is satisfied, in its sole discretion, with the title to the Remnant Parcel. (iii) All of the covenants, representations, and warranties made by the Barkleys shall be true and correct as of the Closing Date. (iv) The Barkleys’ combining the City Land, Dock Parcel and Residence Parcel under one tax identification number. (v) The Barkleys granting an easement over the City Land and Dock Parcel in substantially the form attached hereto as “Exhibit C”, to be recorded at closing (“Scenic Easement”). (vi) The Barkleys granting an appurtenant easement for the benefit of the property located at 3620 Eileen Street for access and a dock in the form attached hereto as “Exhibit D”, to be recorded at closing (“Dock Easement”).