|
(b) Ground Lease Closin . If County exercises the Option, execution and
<br />delivery of the Ground Lease will occur through escrow with a mutually acceptable title
<br />company ("Ground Lease Closing"). County shall pay all expenses of closing escrow,
<br />including but not limited to any documentary transfer tax, revenue tax or excise tax (and any
<br />surtax thereon) due in connection with the ground lease transaction, the premiums for any
<br />County leasehold title policy, recording charges, escrow fees and all closing costs. City and
<br />County shall each be responsible for its own attorneys' fees associated with preparation of the
<br />Ground Lease and the closing.
<br />6. Authorization. to Enter, Cooperation.
<br />(a) Authorization to Enter. Subject to the conditions specified herein, at any
<br />time during the Option Term, County and its agents, employees, contractors, consultants, and
<br />other designees (collectively, "County Parties") may, upon ten (10) business days' prior written
<br />notice, enter upon the Remainder Parcel to perform any commercially reasonable investigation,
<br />test, study or analysis for the purpose of determining the feasibility of the Remainder Parcel for
<br />County's planned affordable or supportive housing development, including, but not limited to,
<br />geotechnical studies, Phase I and/or Phase II Hazardous Materials (as defined below) studies,
<br />engineering studies, tree surveys, archeological studies, biological studies, utilities studies,
<br />hydrology studies and any other matters necessary to evaluate the suitability of the Remainder
<br />Parcel for County's contemplated purposes. Notwithstanding the above, (i) no invasive testing
<br />shall be done without City's prior written consent which shall not be unreasonably withheld (it
<br />being agreed that City shall endeavor to respond to County's written request for consent within
<br />ten (10) business days after receipt of such request together with sufficient information for City
<br />to understand the nature and scope of testing), (ii) prior to entering the Remainder Parcel for
<br />invasive testing County shall provide City with certificates of insurance evidencing any
<br />insurance coverage reasonably required by City covering such testing and the persons proposed
<br />to enter and conduct such testing, and (iii) County shall provide City with copies of all results
<br />and reports received as a result of any investigation, test, study, or analysis regarding the
<br />physical condition of the Remainder Parcel done by County or by any third party consultants on
<br />behalf of County. County shall pay all costs with respect to such studies and tests. County shall
<br />maintain, repair and restore the Remainder Parcel as necessary to remedy any damage to the
<br />Remainder Parcel to the extent caused by the feasibility activities of County Parties on the
<br />Remainder Parcel, and shall take reasonable precautions to minimize interference with City's
<br />activities, if any, on the Remainder Parcel. All such inspections and testing shall be in
<br />accordance with applicable law and at no cost or liability to City. If any toxins, contaminates of
<br />other hazardous materials are discovered, County shall notify City immediately, and City shall
<br />have the right, but not the responsibility, to take any actions in response to such notifications that
<br />it deems necessary in its sole and absolute discretion. City shall have the right to post notices of
<br />testing, and/or notices of non -responsibility as provided by lay. County shall keep the
<br />Remainder Parcel free and clear of claims, charges and/or liens for labor and materials. County's
<br />obligations under this Paragraph 6(a) shall survive termination of this Option Agreement.
<br />(b) Indemnification. County shall indemnify, defend and hold harmless City
<br />and City's elected officials, officers, employees, volunteers, lenders, agents, representatives,
<br />contractors and each of their successors and assigns from and against all suits, causes of action,
<br />REV: 01-21-2022 SK
<br />ATTY/AGR.2022.010.6/City- County Land Swap (Page 3 of 14)
<br />
|