CC - Agendas - City Council - SPECIAL - 6/23/2009 (3)

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(B) Seller is not aware of any liens, encumbrances, claims of liens or encumbrances, or any possible defects, or claims or defects to the title to the Purchased Parcel which do not appear in the Title Report, and the parties acknowledge and agree that any liens, encumbrances, claims of liens due to loans or mortgages are to be removed at closing, and Seller shall protect Buyer against or remove as a lien or encumbrance any such matter arising prior to the Closing except those caused by Buyer. (C) The Purchased Parcel is not subject to any written or oral agreement which grants to any person or entity other than the Buyer an option, right of first refusal or other right to acquire any interest in the Purchased Parcel. (D) Seller has no knowledge of any pending, threatened or contemplated action of eminent domain or any other public or quasi-public taking of all or any portion of the Purchased Parcel. (E) Seller has not authorized any work on the Purchased Parcel which could result in any mechanics' liens, claims of lien or other claims against the Purchased Parcel, and all bills for work done or material supplied to the Purchased Parcel have been paid. Seller shall indemnify, defend, protect and hold Buyer harmless from any unrecorded mechanics', surveyors' or engineers' liens, claims of lien or other claims against the Purchased Parcel occurring or arising for work or services performed at Seller's request to or for the Purchased Parcel prior to the Closing, except for work performed by or on behalf of Buyer. (F) To Seller's knowledge, there are not any adverse claims of adjoining property owners against the Purchased Parcel; there are no adverse parties in possession of the Purchased Parcel or any part thereof; and there are no encroachments by Seller on the Purchased Parcel or by others in the Purchased Parcel, except as disclosed in the Title Report. (G) To Seller's knowledge, but without any investigation or inquiry of any kind, the Purchased Parcel has not been used by Seller or any of Seller's predecessors in title, nor by anyone else, to generate, manufacture, refine, transport, treat, store, handle, discharge or dispose of hazardous or toxic wastes or substances, except for insecticides, pesticides, chemicals, and other substances used in connection with the growing and harvesting of agricultural products or the preparation or use of the land for agricultural purposes. Seller is not aware of any proceeding or inquiry by any governmental authority with respect to the presence of hazardous materials on the Purchased Parcel or the migration of hazardous materials from or to other property. 8. DISCLAIMER. (A) Except as herein specifically set forth, Seller makes no representations or warranties, express or implied, with respect to, and shall have no liability for: (1) the condition of the Purchased Parcel or the suitability of the Purchased Parcel for Buyer's intended use or for any use whatsoever; (2) any applicable building or zoning laws or regulations or with respect to compliance therewith or with respect to the existence of or compliance with any required permits, if any, of any governmental agency; (3) the availability of water, sewer or other utilities; 6