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GRANTOR: T.P.HERrTAGE INN AND S.S.HERITAGE INN APN: 941-1300-14 AND 941-1300-15
<br /> PROJECT: JoHNsoN DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT
<br /> C. In the event GRANTOR sells, conveys or assigns any property interest,
<br /> encumbered by the Agreement prior to CITY exercising the rights grant herein,
<br /> GRANTOR shall notify the successor or assigner of the rights and obligations of
<br /> both parties as included herein.
<br /> D. In case of unpredictable delays in construction, upon written notification by CITY,
<br /> the terms of the TCE may be extended by an amendment to this Agreement.
<br /> GRANTOR shall be compensated based on the fair market value at the time of the
<br /> extension. Payment shall be made to the GRANTOR for the extension prior to the
<br /> expiration of the original TCE period.
<br /> E. CITY shall indemnify, defend and hold harmless GRANTOR from and against all
<br /> claims,causes of action,damages,liabilities,injuries,actions,costs and expenses
<br /> (including reasonable attorneys' fees and costs), arising from or related to CITY's
<br /> use of the TCE area, exercise of CITY's rights under this Agreement, or work
<br /> performed in connection with the Project. The provisions of the immediately
<br /> preceding -sentence shall not be applicable to the extent of GRANTOR's
<br /> negligence or willful misconduct
<br /> F. Rights of ingress to and egress from the GRANTOR's remaining property shall be
<br /> maintained at all times during the construction period.
<br /> 5. CITY Performed Work. All work done under this Agreement shall conform to all applicable
<br /> building,fire and sanitary laws,ordinances, and regulations relating to such work, and shall be
<br /> done in a good workmanlike manner. All structures, improvements or other facilities,when
<br /> removed, and relocated, or reconstructed by the CITY or its authorized agent shall be left in as
<br /> good condition as found.
<br /> 6. Indemnification. CITY shall indemnify, defend,and hold harmless GRANTOR from and
<br /> against all claims, causes of action,damages, liabilities, cost and expenses(including
<br /> reasonable attorney fees and costs),arising from or related to CITY's use of the Property and
<br /> exercise of CITY's rights under this Agreement, except as to action, damages, liabilities or costs
<br /> due to GRANTOR's negligence or willful misconduct
<br /> T. Right of Possession and Use. CITY's right of possession and use of the Fee, Easement
<br /> and TCE, including the right to remove and dispose of improvements,and install and connect
<br /> utilities, shall commence on the date the Grant Deed and Easement Deed specified in Section
<br /> 2 herein are deposited into the escrow controlling this transaction.
<br /> 8. Notice to Successors. If GRANTOR sells, conveys or assigns any prop"interest
<br /> encumbered by this Agreement before the CITY exercises its rights, GRANTOR shall notify the
<br /> successor or assignor of the rights and obligations under this Agreement.
<br /> 9. Escrow Instructions. GRANTOR authorizes CITY to prepare and file escrow instructions
<br /> in accordance with this Agreement on behalf of both parties.
<br /> 10.Hazardous Wastes. The acquisition price of the Fee, Easement and TCE being acquired in
<br /> this transaction reflects the fair market value of the Property without the presence of
<br /> contamination. If the Property being acquired is found to be contaminated by the presence of
<br /> hazardous waste which requires mitigation under Federal or State law,the CITY may elect to
<br /> recover its clean-up costs from those who caused or contributed to the contamination.
<br /> GRANTOR shall further indemnify, defend, save and hold harmless the CITY from any and all
<br /> claims, costs and liability, including reasonable attomeys fees,for any damage, injury or death
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