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results of Buyer's own inspections or other information obtained or otherwise available to Buyer,
<br /> rather than any information that may have been provided by City to Buyer.
<br /> 5. Indemnities bv Bu,yer. Buyer shall indemnify, hold harmless, and defend City and
<br /> its officers, employees, or elected officials (collectively, "City Parties") from and against all
<br /> claims arising out of or related to (or alleged to arise out of or relate to) (i) City's vacation or
<br /> conveyance of the City Property to Buyer; (ii) the environmental condition of the City Property
<br /> including the presence of any hazardous materials on, under, or about the City Property; or (iii)
<br /> any acts, omissions, negligence, or willful misconduct by Buyer or its employees, agents,
<br /> contractors, or subcontractors in connection with Buyer's development of the City Property,
<br /> excepting only claims arising out of the sole negligence or willful misconduct of City or City
<br /> Parties. Buyer's indemnity obligations under this Section 5 shall survive the Closing.
<br /> 6. Waiver and Release. Buyer hereby releases City and City Parties from any and all
<br /> manner of rights, liabilities, claims, actions, causes of action, suits, proceedings, demands,
<br /> damages, costs, expenses (including attorney's fees and costs) or other compensation
<br /> whatsoever, in law or equity, of whatever kind or nature, whether known or unknown, direct or
<br /> indirect, foreseeable or unforeseeable, absolute or contingent that Buyer now has or may have or
<br /> which may arise in the future arising out of, directly or indirectly, or in any way connected with
<br /> (i) the physical or environmental condition of the City Property, whether express, implied or
<br /> otherwise, including those of fitness for a particular purpose or use; (ii)the City Property's
<br /> compliance with or failure to comply with any applicable laws; and (iii)any hazardous materials
<br /> that may be located on, under, or about the City Property (collectively,the"Released Claims").
<br /> Buyer acknowledges and agrees that it understands that factual matters now unknown to
<br /> it may have given or may hereafter give rise to Released Claims that are presently unknown,
<br /> unanticipated and unsuspected, and Buyer further acknowledges and agrees that the releases
<br /> herein have been negotiated and agreed upon in light of that realization and that Buyer
<br /> nevertheless intends to release, discharge and acquit City from any such unknown Released
<br /> Claims.
<br /> The provisions of this Section 6 are a material portion of the consideration given by each
<br /> party to the other in exchange for such party's performance under this Agreement and shall
<br /> survive the Closing.
<br /> 7. Closin�. Closing shall occur within thirty (30) days after the Effective Date of
<br /> this Agreement as follows:
<br /> 7.1. C�. By no later than five (5) business days following the Effective Date,
<br /> City shall deliver to Buyer the Quitclaim Deed conveying the City Property to Buyer.
<br /> 7.2. Buyer. Promptly following City's delivery of the Quitclaim Deed, Buyer
<br /> shall deliver the Purchase Price to City and cause the Quitclaim Deed to be recorded in the
<br /> official records of the County of San Mateo.
<br /> 8. Closin�. Buyer shall pay all governmental transfer taxes, conveyance fees,
<br /> recording fees, title insurance charges, and any other fees incurred in connection with the
<br /> conveyance of the City Property to Buyer.
<br /> ATTY/AGR/2013.174/RWC AGR FOR SALE OF EXCESS RIGHT OF WAY—601 MAIN
<br /> REV:10-07-13 VR
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