RecDoc 2022-010590 County Land Swap 1580 Maple St.

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claims, liens, liabilities, damages, losses, fees, fines, costs and expenses (including attorneys' and experts' fees), for any injury, loss, or damage to persons or property occurring in connection with the inspections and studies conducted by County Parties, and, except to the extent County's investigative activities result in a further release of hazardous materials onto or about the Remainder Parcel, County shall have no responsibility or liability for any hazardous materials within, on, above, under, or emanating from the Remainder Parcel which were present before County Parties' entry on the Remainder Parcel. County's indemnity and repair/restoration obligations under this Paragraph 6 shall survive the expiration or termination of this Option Agreement. 7. Mutual Representations and Warranties. (a) No Conflict. Execution and delivery of this Option Agreement and consummation of the transactions contemplated hereunder on the part of City and County does not and will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment, conflict with or result in the breach of any material terms or provisions of, or constitute a default under any contract or agreement or judgment to which City or County is a party or which is or purports to be binding upon City or County or the Remainder Parcel. (b) Binding Agreement. This Option Agreement constitutes the legal, valid and binding obligation of City and County and is enforceable in accordance with its terms against City and County subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally. (c) Authorization. The execution, delivery and performance by the parties of this Option Agreement and any related documents and actions have been duly authorized by all requisite action of the parties and create legally binding obligations for the parties. (d) Liti 1g tiara. City and County each represents and warrants to the other that are no claims, actions, suits or proceedings continuing, pending or threatened, which would materially adversely affect the respective party's ability to fulfill its rights and obligations under this Option Agreement. During the Term of this Option Agreement, City and County, upon learning of any fact or condition, which would cause any of the representations and warranties in this Paragraph 7 not to be true, will immediately give written notice of the fact or condition to the other party. 8. City Covenants. During the Term of this Option Agreement (a) City shall not encumber the Remainder Parcel with any liens, encumbrances or other instruments creating a cloud on title or securing a monetary obligation that will survive the Ground Lease Closing, and (b) with the exception of mutually agreed upon extensions or amendments to the County Leaseback Agreement to be entered into by City and County concurrently with the exchange transaction closing ("Leaseback Agreement") and potential extensions of the term of the Right of Entry for Construction Activities between 1548 Maple LLC, as licensee, and County, as licensor (``Developer License"), to be assigned by County to City at closing of the exchange transaction. City shall not execute any new leases or modify or amend the Leaseback Agreement REV: 01-21-2022 SK ATTY/AGR,2022.010.6/City- County Land Swap (Page 4 of 14)