Agmt15 Hamiilton & Winslow Properties, LLC - DDA

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2.9 Inspections, Condition of the Public Access Parcels and Sliver Parcel. 1. Inspections The Developer shall conduct the Developer's own investigation of the Public Access Parcels and Sliver Parcel, their physical condition, the soils and toxic conditions of the Public Access Parcels and Sliver Parcel and all other matters which in the Developer's judgment affect or influence the Developer's proposed use of the Public Access Parcels and Sliver Parcel and the Developer's willingness to develop the Site pursuant to this Agreement. The Developer's investigation may include, without limitation, the preparation by a duly licensed soils engineer of a soils report for the Public Access Parcels and Sliver Parcel. If, in the Developer's reasonable judgment, the physical condition of the Public Access Parcels and/or Sliver Parcel is in material respects unsuitable for the use or uses to which the Public Access Parcels or Sliver Parcel, as applicable, will be put, then the Developer shall have the option either to (a) take any action necessary to place the Public Access Parcels and/or Sliver Parcel in a condition suitable for development, at no cost to the City; or (b) terminate this Agreement pursuant to Section 7.2. If the Developer has not notified the City of its determinations conceming the suitability of the physical condition of the Public Access Parcels or Sliver Parcel within sixty (60) days following the Effective Date, the Developer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 2.9. 2. "As Is" Developer agrees the Developer will rely solely on its own investigation of the Public Access Parcels and the Sliver Parcel and agrees to accept the Public Access Parcels and Sliver Parcel "As Is," in their current physical condition, with no warranties, express or implied, as to the physical condition thereof, the presence or absence of any latent or patent condition thereon or therein, including, without limitation, any Hazardous Materials (as defined herein) thereon or therein and any other matters affecting the Public Access Parcels or Sliver Parcel. The City has done no investigation that would lead it to believe that there is any condition on the Public Access Parcels or the Sliver Parcel that violates any environmental laws or requires remediation or other material action under environmental laws. After reasonable inquiry, the City is not aware of receiving any written notice or other communication that alleges that the City is not in compliance with any environmental law with respect to either the Public Access Parcels or the Sliver Parcel. The City has delivered to, ar made available for review by, Developer true and complete copies of all environmental reports, studies, investigations or ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA REV:08-18-15 VR Page 12 of 40 82483.00019\9644366.16