CCP 01-13-2009 (3) - Laserfiche WebLink

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Substances, contaminants or other recognizable environmental conditions presently existing on the property being purchased. G. INDEMNIFICATION; CITY. City agrees that upon the date of Closing, City for itself and its successors and assigns as owner of the Butcher's Spur shall indemnify and hold harmless MT (i) from any Hazardous Substance Claim which may be made after the date of Closing by any person resulting solely from the City's failure to implement the City's Voluntary RAP Activities pursuant to applicable Environmental Law and pursuant to the Remedial Action Plans as approved by the MPCA or such amendments as may be approved by MPCA in the future; and (ii) from those costs arising from any such Hazardous Substance Claim identified in the preceding clause (i), including, but not limited to, all damages, costs and expenses paid, incurred, adjudged, or assessed and all legal, engineering, testing, remediation and other costs, expenses and fees relating to any such Hazardous Substance Claim identified in the preceding clause (i). City shall have the option with respect to any such claim, demand or complaint if asserted against MT to defend the same at City's expense using City's own legal counsel, and so long as City commences such defense promptly upon receipt of notice of such claim, demand or complaint and thereafter diligently and vigorously defends the same to conclusion. H. SITE CLOSURE.. City agrees to request that the Minnesota Pollution Control Agency include MT as a co -addressee with the City on a technical assistance 0 letter, which the City anticipates to be issued by MPCA acknowledging receipt and approval of the City's final implementation report for the City's Voluntary RAP Activities. MT agrees to be solely responsible for the cost of preparing the request and of all follow up related to the request. City agrees to support the request and cooperate with MT in its follow-up, provided: (i) the City incurs no cost or financial obligation related to the request; and (ii) the request does not result in any unreasonable delay in the City's ability to redevelop or sell the Butcher's Spur or any portion thereof. City may unilaterally withdraw its request if MPCA fails to agree to the City's request within 60 days after the request is made. 6. Real Estate Taxes and Special Assessments. A. MT shall pay all real estate taxes payable on the Butcher's Spur in the years prior to Closing, and the City shall pay all real estate taxes payable on the Exchange Property in the years prior to Closing. MT shall be responsible to pay all real estate taxes on the Exchange Property in the year of Closing, and the City shall be responsible to pay all real estate taxes on the Butcher's Spur in the year of closing. B. Each party shall pay at or prior to Closing the balance of all special assessments levied prior to Closing, including assessments certified for payment with real estate taxes payable in the year of Closing for the property it is selling to the other. Each party shall provide at Closing for the payment of all special assessments 2199835v4