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8.A. - Page 53 <br /> portion of the Title Policy premium attributable to any A.L.T.A. extended coverage and any <br /> special endorsements requested by Developer. <br /> 2.8 Proration of Taxes and Assessments. Ad valorem taxes and assessments on the <br /> Public Access Parcels and Sliver Parcel, if any, and taxes upon this Agreement or any rights <br /> hereunder, levied, assessed or imposed for any period commencing prior to conveyance of title <br /> shall be borne by the City. All such ad valorem taxes and assessments levied or imposed for any <br /> period commencing after closing of the escrow shall be paid by the Developer. All such ad <br /> valorem taxes and assessments shall be prorated by the Escrow Agent as between the City and <br /> the Developer as of the Closing Date consistent with the preceding provisions. <br /> 2.9 Inspections, Condition of the Public Access Parcels and Sliver Parcel. <br /> 1. Inspections <br /> The Developer shall conduct the Developer's own investigation of the <br /> Public Access Parcels and Sliver Parcel, their physical condition, the soils <br /> and toxic conditions of the Public Access Parcels and Sliver Parcel and all <br /> other matters which in the Developer's judgment affect or influence the <br /> Developer's proposed use of the Public Access Parcels and Sliver Parcel <br /> and the Developer's willingness to develop the Site pursuant to this <br /> Agreement. The Developer' s investigation may include, without <br /> limitation, the preparation by a duly licensed soils engineer of a soils <br /> report for the Public Access Parcels and Sliver Parcel. If, in the <br /> Developer's reasonable judgment, the physical condition of the Public <br /> Access Parcels and /or Sliver Parcel is in material respects unsuitable for <br /> the use or uses to which the Public Access Parcels or Sliver Parcel, as <br /> applicable, will be put, then the Developer shall have the option either to <br /> (a) take any action necessary to place the Public Access Parcels and /or <br /> Sliver Parcel in a condition suitable for development, at no cost to the <br /> City; or (b) terminate this Agreement pursuant to Section 7.2. If the <br /> Developer has not notified the City of its determinations concerning the <br /> suitability of the physical condition of the Public Access Parcels or Sliver <br /> Parcel within sixty (60) days following the Effective Date, the Developer <br /> shall be deemed to have waived its right to terminate this Agreement <br /> pursuant to this Section 2.9. <br /> 2. "As Is" <br /> Developer agrees the Developer will rely solely on its own investigation <br /> of the Public Access Parcels and the Sliver Parcel and agrees to accept the <br /> Public Access Parcels and Sliver Parcel "As Is," in their current physical <br /> condition, with no warranties, express or implied, as to the physical <br /> condition thereof, the presence or absence of any latent or patent condition <br /> thereon or therein, including, without limitation, any Hazardous Materials <br /> 82483.00019\9644366. 13 <br /> ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA <br /> REV: 07 -22 -15 VR <br /> Page 12 of 102 <br />