2017/09/06 Council Agenda Packet

I able to resolve the dispute, each party reserves all rights and defenses available to it under applicable laws. In any action between the Buyer and Seller to interpret or enforce any of the terms and conditions of this Amendment, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees and costs including those incurred at arbitration or an appeal. 9. Demolition Work Price Reduction. If the City at its sole discretion determines that the Demolition Work is not completed by Closing, but the City nevertheless proceeds to Closing, then at Closing the City may deduct twenty thousand dollars($20,000)from Purchase Price("Demolition Work Purchase Price Reduction"). Buyer may perform Demolition Work after Closing. Buyer will track its incurred costs for such Demolition Work(which may include without limitation costs of Buyer staff time, contractor costs and consultant costs, all in accordance with Buyer's usual procurement and contracting processes). Within 90 days after the Closing Date,Buyer will deposit into the Court Registry an amount equal to the Demolition Work Purchase Price Reduction less costs incurred by Buyer for Demolition Work. 10. Successors•and AsSignment. Subject to the provisions of this Section,the provisions of this Amendment shall extend to,bind and inure to the benefit of Buyer and Seller and their respective successors,and assigns. Buyer may assign its rights hereunder in whole or part without Seller's consent to any party that purchases the Property. Seller may not assign or transfer its rights or obligations hereunder without Buyer's prior written consent,which may be withheld in Buyer's sole discretion. 11. Seller Release. Seller hereby releases and fully and forever discharges Buyer and Buyer's officers, employees and agents from any and all claims, demands, debts,guarantees, liabilities,obligations,liens,general,special or consequential damages, losses, or potential losses, through any and all actions or causes of action of any nature whatsoever,whether known or unknown,foreseen or unforeseen,at law or in equity or by statute,that the Seller may now have or that may subsequently accrue to Seller, that are based upon,arise out of or in any way relate to the Property or to the Lawsuit,except that. this Section 11 does not apply to claims, demands, debts, guarantees, liabilities, obligations, liens, damages, or losses arising from Buyer's breach of the Agreement as amended by this Amendment. 12. No Other C,hanaes7Counterparts. Except as amended by this Amendment, • the Agreement remains in full force and effect. Capitalized terms have the same meaning as in the Agreement. This Amendment may be executed by with counterparts and/or by pdf signatures. [SIGNATURE TO FOLLOW] 5 107880 100 gm064r03gg 004 6