Ordinance No. 20055 - Laserfiche WebLink

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b S. Access. Agency grants to LTD anal its agents the right to enter the Property at any reasonable time prior to the Closing Date for the purpose of conducting tests for studies that LTD may deem necessary or appropriate in connection with its acquisition of the Property. Agency shall cooperate with LTD in making such tests and studies. No sail tests or drilling shall be undertaken without first obtaining Agency's approval with respect to the contractors retained to perform such work and the location and purchase of the tests ar drilling. work erfarmed on the site by LTD shall be coordinated to create as little interference as possible with P the current use of the Property- for parking. LTD shall protect, defend and hold Agency and City, its officers, agents and employees, harmless from any loss, liability, damage andfor injury to ersons or property arising out of or related to LTD's activities on the Property, and pay ail P costs, including attorneys fees set by the court, at trial, on appeal or review. After canduct~ng its tests, LTD shall restore the Property to the condition existing prior to the tests. 9. Deed. At closing, Agency shall deliver to LTD a statutory special warranty deed, conveying the Property to LTD, free and clear of encumbrances suffered or created by Agency, Bice t items created ar suffered by Agency that are disclosed an the preluninary title report, P previously provided to and approved by LTD. 10. Possession. LTD is entitled to possession of the Property immediately upon closing. 11. Taxes. The Property is currently exempt from real property taxes; there will be no need for proration of real property taxes at closing. 12. Sur~va~. All representations, covenants, indemnities and warranties contained in this A Bement shall be true on and as of the Closing date with the same farce and effect as though ~' made on and as of the Closing Date, and shall survive closing, delivery of the deed, and not be merged into any documents delivered at closing. 13. Compliance with Law. LTD shall comply with all laws, rules, orders, ordinances, directions, re lotions and requirements of federal, state, county and municipal authorities pertaining to LTD's use of the Propert~r. . 14. Binding EffectlAssignment Restx`icted• This Agreement is binding on and will inure to the benefit of Agency, City, LTD, and their respective heirs, legal representatives, successors, and assigns. Nevertheless, LTD shall not assign its rights under this Agreement without Agency's prior written consent, which Agency may withhold in the exercise of its sole unfettered discretion. 15. Attorne Fees. In. the event an action i~ commenced to enforce or interpret this Y A Bement, the prevailing part~r shall be entitled to recover from the losing party reasonable ~' . attorney fees set by the court, at trial, on appeal ar review. 16. A ' ' ative Fees.. At closing, LTD agrees to reimburse City ~ and. Agency forr all reasonable ex uses incurred by City and Agency directly related to this. Agreement up to and Pe e waling TWENTY-FINE THOUSAND DOLLARS ~$25,o4a}. Such reasonable expenses q include, but are not limited to, actual staff costs, legal fees, publrsh~ng costs, supplies and materials. LTD shall submit payment. to City in accordance with the Itemized expense Page 7 -INTERGOVERNMENTAL AGREEMENT