11-13-2002 Council Agenda - Laserfiche WebLink

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this Agreement, the term "Hazardous Substance" includes but is not limited to substances defined as "hazardous substances," "toxic substances" or "hazardous wastes" in the Comprehensive Environmental Response Compensation Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq., and substances defined as "hazardous wastes," "hazardous substances," "pollutants, or contaminants" as defined in the Minnesota Environmental Response and Liability Act, Minnesota Statutes, §115B.02. The tern "hazardous substance" shall also include asbestos, polychlorinated biphenyls, petroleum, including crude oil or any fraction thereof, petroleum products, heating oil, natural gas, natural gas liquids, liquified natural gas, or synthetic gas useable for fuel (or mixtures of natural gas and synthetic gas). If, at any time prior to the Date of Closing, Seller acquires actual knowledge of events or circumstances which render the representations set forth in this Section 12 inaccurate, Seller must promptly notify Buyer, in writing. Seller will indemnify Buyer, its successors and assigns, against and will hold Buyer, its successors and assigns harmless from, any expenses or damages, including reasonable attorneys fees, that Buyer incurs because of the Seller's the inaccuracy of any of the above representations when made. The representations set forth above survive the closing of this transaction and Seller's delivery of a deed to Buyer; provided, however, Buyer's acceptance of the deed described in Section 7 from Seller and payment of the Purchase Price to Seller with knowledge that one or more of the matters set forth above are not as represented constitutes Buyer's waiver or release of any claims due to such misrepresentation. 13. Buyer's Representations. Buyer hereby represents to Seller as follows: a. Buyer represents that Buyer has the full and complete authority to enter into this Agreement and to purchase the Property and that the individuals executing this Agreement on behalf of Buyer have the authority and the legal capacity to execute this Agreement on behalf of Buyer and to bind Buyer. b. Buyer has investigated the environmental and geotechnical condition of the Property, and, to the best of Buyer's actual knowledge, there are no environmental or geotechnical conditions on the Property which will prevent Buyer from constructing the Minimum Improvements as contemplated in the Development Agreement. 14. Buyer's Inspection, Asbestos Removal and Demolition of Existing Improvements. At all times prior to the Date of Closing, Buyer and its agents shall have the right, upon reasonable notice to Seller, to go upon the portions of the Property Seller owns to inspect the portions of the Property Seller owns and to determine the condition of the Property and the improvements located thereon. Buyer acknowledges that execution of this Purchase Agreement, Seller is entering. Buyer and Sherman Associates, have entered into a License to Remove Asbestos and Demolish Improvements with Sherman Assasiatesdated October 15, 2002 as amended by a First Amendment to License to Remove Asbestos and Demolish improvements dated , lne 2002. (the "Demolition Agreement "). Under the terms of the Demolition Agreement Buyer and Sherman Associates, Inc. will have the right to remove asbestos from the Venetian hm Building -andz to demolish the Venetian Inn Building and related imfrovem_ ents and to undertake the construction of new improvements. Buyer acknowledges and agrees that if Buyer defaults in the performance of 1428339vRed 1/8 to 1/7; n/1/02 6