Agmt01 Western Innisfree Ventures LLC

Browse Search

expenses incident to the acquisition of the Agency Parcel by the Agency or the acquisition of the City-Transfer Parcel by the City, including, but not limited to, appraisal, title and escrow costs incurred by the Agency or the City, as the case may be, shall remain the responsibility of the Agency or the City, as the case may be, provided, however, that Developer shall be responsible for payment of the reasonable costs and expenses, if any, incurred by Agency in connection with the relocation of any occupants of the Agency Parcel. Conveyance to Developer of the Agency and City-Transfer Parcels shall be completed upon the close of Escrow as provided in Article 4 and otherwise in accordance with the Schedule of Performance (and subject, in the case of the City-Transfer Parcel, to recordation of the final subdivision map creating such parcel). The Agency and Developer agree to perform all acts necessary for the timely conveyance of title and delivery of possession in accordance with Article 4 and the Schedule of Performance. §206 Limitation on Agency's Duties The Agency's conditional duty under this Agreement to acquire and convey the Agency Parcel, the City-Transfer Parcel and the Acquisition Parcels to Developer extends only to the Agency, City-Transfer and Acquisition Parcels as hereinabove described. Developer acknowledges and agrees that the Agency has no duty under this Agreement or otherwise to acquire or convey to Developer any land other than the Agency, City-Transfer and Acquisition Parcels, whether lying within the Project Site or elsewhere. §207 Hazardous Substances on the City_-Retained Parcel Notwithstanding anything contained herein to the contrary, the City shall retain responsibility for the cost of any remediation of hazardous substances on, under or from the City- Retained Parcel, including, but not limited to, instituting any legal action against culpable parties, as may be necessary to place the soil and geologic condition of the City-Retained Parcel in a condition suitable for the development thereof in accordance with the provisions of this Agreement. In the event hazardous substances requiring remediation are discovered on Block Two and affect both the City-Retained Parcel and the City-Transfer Parcel or affect the City- Retained Parcel, the City-Transfer Parcel and Acquisition Parcels G and H, the City shall share in the cost of any such remediation of hazardous substances, in a fair and equitable manner, to be mutually agreed upon in good faith between the City and Developer, that reflects and takes into account the extent and nature of the hazardous substances located on, in or under each of the respective Parcels and the extent and probable costs ofremediation of such hazardous substances. Article 3 PROVISIONS RELATING TO ACQUISITION PARCELS §301 Sale and Purchase In accordance with and subject to all of the other terms, covenants and conditions of this Agreement, and provided the Agency has adopted a Resolution of Necessity after due notice and hearing if any Acquisition Parcel is to be acquired by eminent domain, the Agency will acquire the Acquisition Parcels, and shall convey the Acquisition Parcels to Developer and Developer will accept the conveyance of the Acquisition Parcels from the Agency and, subject to Section 505 and the other terms and conditions set forth in this Agreement, will diligently develop and build the Project on the Acquisition Parcels, the Agency Parcel, the City-Retained Parcel and the Office Building Parcel, for the uses and subject to the tern-ts and conditions of this Agreement. 6 DOCSSFl:495065.9 9975-5 ~