02-15 Authorize Agreement to Sell Property at 1351 W. Clifton

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DIFFERS IN ANY RESPECT FROM THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE GIVEN NO FORCE AND EFFECT. SUBJECT TO AND EXCEPTING FOR SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, BUYER WAIVES AND RELEASES SELLER FROM ALL CLAIMS AGAINST SELLER ARISING OUT OF THE CONDITION OF THE PROPERTY. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE PROPERTY IS BEING SOLD AS IS, WHERE IS AND WITH ALL FAULTS. THIS SECTION SHALL SURVIVE CLOSING AND THE RECORDING OF THE DEED FOR RECORD. Buyer acknowledges that the Site Plan depicted on Exhibit "B" (the "Site Plan ") depicts access and egress onto and through the Property. Buyer agrees that it shall, at its sole cost and expense, build, construct and erect all roadways, sidewalks, access drives, traffic signals, signs and infrastructure necessary to comply with the Site Plan as to and upon the Property, including but not limited to, landscaping, civic green space and grading, as required and necessary. Buyer acknowledges that Seller shall have no responsibility or liability for construction of any of the improvements enumerated in this Section or in the Site Plan except as otherwise specifically provided in this Agreement. Buyer, on behalf of itself and all future owners and occupants of the Property, hereby waives and releases Seller from any claims for recovery of costs associated with conduct of any voluntary action or any remedial responses, corrective action or closure under any applicable federal, state or local environmental laws (`Environmental Laws "). For purposes of this Agreement, the term "Environmental Laws" shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act ( "CERCLA "), 42 U.S.C. § 9601 et seq. and the Resource Conservation and Recovery Act ( "RCRA "), 42 U.S.C. § 6901 el seq. as amended from time to time; and any similar federal, state and local laws and ordinances and the regulations and rules implementing such statutes, laws and ordinances. The foregoing waiver and release shall be set forth in the Deed and shall be binding upon all future owners and occupants of the Property. 22. Entire Agreement; Survival: There are no covenants, representations, warranties, agreements or conditions, either express or implied, which in any way affect, form a part of, or relate to this Agreement except for the Terms hereof. This Agreement constitutes the entire understanding and agreement between Seller and Buyer. All of the Terms of this Agreement; including, without limitation, Seller's Covenants and Seller's other representations and warranties, shall survive Closing and the execution, delivery and recordation of the Deed. (The signature page follows.) 10 DELTAVIEW COMPARE: 2129602 212 0707 ver 45 37742 -0009