Kimberly Clark Worldwide Inc 12/26/2018

5. The City shall cooperate with Kimberly-Clark in effecting the charitable contribution of the Property for federal income tax purposes. The City agrees to join with Kimberly-Clark in the execution of any required IRS documentation for the charitable contribution of the Property, including but not limited to IRS Form 8283, and to provide any certifications or approvals requested in good faith by Kimberly-Clark. 6. The Property is further being conveyed and accepted AS-IS, WHERE-IS WITH ALL FAULTS. The City acknowledges and agrees that it has had the opportunity to fully and thoroughly inspect the Property, and the City will conduct and rely upon such inspections and tests as the City may deem advisable in the City's discretion to fully evaluate and analyze the Property and all conditions relative to the Property. THE CITY HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR POTENTIAL RIGHTS THE CITY MIGHT HAVE REGARDING ANY FORM OF WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO THE PROPERTY, ITS IMPROVEMENTS OR THE PROPERTY CONDITIONS, SUCH WAIVER BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. 7. The City shall be solely responsible for all taxes and subsequent assessments against the Property, if any, following the conveyance of the Property to the City hereunder. The provisions of this Paragraph 7 shall survive the conveyance of the Property. 8. The Quitclaim Deed shall be given and accepted subject to all matters of public record and any matters which a current accurate survey of the Property would reveal (collectively the "Permitted Encumbrances"). The City may, at the City's sole cost and expense, obtain a title insurance policy insuring its fee ownership in and to the Property, and in such event, the matters disclosed therein as exceptions to title will be specifically referenced in the Quitclaim Deed as the Permitted Encumbrances, but otherwise the Permitted Encumbrances in the Quitclaim Deed shall generally refer to all matters of public record and any matters which would be revealed by a current and accurate survey of the Property. 9. The City agrees to assume all maintenance obligations with respect to the Property upon the conveyance of the Property to the City. The provisions of this letter shall survive the conveyance of the Property from Kimberly-Clark to City. Please execute this letter in the space provided below to evidence your agreement with the terms and conditions specified herein.