2017/12/20 Council Agenda Packet

• I ' instrument to which City is a party,any judicial order or judgment of any nature by which City is bound. (f) Non-foreign Person. City is not a"foreign person" as that term is defined in Section 1445(f) of the Internal Revenue Code of 1986 and the regulations issued thereby. (g) Eminent Domain. To City's actual knowledge, there are no pending or threatened eminent domain or condemnation actions pertaining to the Property or any portion thereof. (h) Assessments. No special assessments (other than those disclosed in the Preliminary Commitment) have been levied against the Property, and City has received no written notice of any currently pending or proposed assessments against the Property. The term"City's knowledge" in this Agreement shall mean the actual, as opposed to constructive or implied,knowledge of Mike Palacios in his position as facilities director. In no event shall Mike Palacios have any personal liability whatsoever hereunder. All of the representations, warranties, and covenants of the City contained in this Agreement(i)shall be true and correct as of the date of this Agreement and as of the Closing Date; and (ii)Developer's rights to enforce such representations and warranties and covenants shall survive the Closing until six months after Closing and such rights to enforce shall not be merged into any documents delivered by City at Closing. Such representations _ and warranties shall terminate as of six months after Closing except to the extent that Developer advises City in writing of an alleged breach thereof prior to such termination date, stating with specificity the nature of the alleged breach and concurrently providing City with documentation thereof. The survival limitation period herein shall not apply to those warranties contained in City's Deed and such representations, warranties and covenants in City's Deed shall survive Closing as provided by law. EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS SET FORTH IN THIS AGREEMENT OR IN ANY DOCUMENT DELIVERED IN CONNECTION WITH THE CLOSING, DEVELOPER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT CITY IS SELLING AND DEVELOPER IS PURCHASING THE PROPERTY ON AN"AS IS,WHERE IS, WITH ALL FAULTS" BASIS AND THAT DEVELOPER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRAN'T'IES OF ANY KIND WHATSOEVER,EXPRESS OR IMPLIED, FROM CITY, ITS AGENTS OR BROKER AS TO ANY MAT PERS CONCERNING THE PROPERTY, INCLUDING WITHOUT LMTATION: (i) the quality,nature,adequacy,and physical condition of soils,geology and any groundwater,(ii) 10 90