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GRANTOR: T.P. HERITAGE INN AND S.S. HERITAGE INN APN: 941-1300-14 AND 941-1300-15
<br />PROJECT: JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT
<br />C. In the event GRANTOR sells, conveys or assigns any property interest,
<br />encumbered by the Agreement prior to CITY exercising the rights grant herein,
<br />GRANTOR shall notify the successor or assigner of the rights and obligations of
<br />both parties as included herein.
<br />D. In case of unpredictable delays in construction, upon written notification by CITY,
<br />the terms of the TCE may be extended by an amendment to this Agreement.
<br />GRANTOR shall be compensated based on the fair market value at the time of the
<br />extension. Payment shall be made to the GRANTOR for the extension prior to the
<br />expiration of the original TICE period.
<br />E. CITY shall indemnify, defend and hold harmless GRANTOR from and against all
<br />claims, causes of action, damages, liabilities, injuries, actions, costs and expenses
<br />(including reasonable attorneys' fees and costs), arising from or related to CITY's
<br />use of the TCE area, exercise of CITY's rights under this Agreement, or work
<br />performed in connection with the Project. The provisions of the immediately
<br />preceding sentence shall not be applicable to the extent of GRANTOR's
<br />negligence or willful misconduct.
<br />F. Rights of ingress to and egress from the GRANTOR's remaining property shall be
<br />maintained at all times during the construction period.
<br />5. CITY Performed Work. All work done under this Agreement shall conform to all applicable
<br />building, fire and sanitary laws, ordinances, and regulations relating to such work, and shall be
<br />done in a good workmanlike manner. All structures, improvements or other facilities, when
<br />removed, and relocated, or reconstructed by the CITY or its authorized agent, shall be left in as
<br />good condition as found.
<br />6. Indemnification. CITY shall indemnify, defend, and hold harmless GRANTOR from and
<br />against all claims, causes of action, damages, liabilities, cost and expenses (including
<br />reasonable attorney fees and costs), arising from or related to CITY's use of the Property and
<br />exercise of CITY's rights under this Agreement, except as to action, damages, liabilities or costs
<br />due to GRANTOR's negligence or willful misconduct.
<br />7. Right of Possession and Use. CITY's right of possession and use of the Fee, Easement
<br />and TCE, including the right to remove and dispose of improvements, and install and connect
<br />utilities, shall commence on the date the Grant Deed and Easement Deed specified in Section
<br />2 herein are deposited into the escrow controlling this transaction.
<br />8. Notice to Successors. If GRANTOR sells, conveys or assigns any property interest
<br />encumbered by this Agreement before the CITY exercises its rights, GRANTOR shall notify the
<br />successor or assignor of the rights and obligations under this Agreement.
<br />9. Escrow Instructions. GRANTOR authorizes CITY to prepare and file escrow instructions
<br />in accordance with this Agreement on behalf of both parties.
<br />10. Hazardous Wastes. The acquisition price of the Fee, Easement and TCE being acquired in
<br />this transaction reflects the fair market value of the Property without the presence of
<br />contamination. If the Property being acquired is found to be contaminated by the presence of
<br />hazardous waste which requires mitigation under Federal or State law, the CITY may elect to
<br />recover its clean-up costs from those who caused or contributed to the contamination.
<br />GRANTOR shall further indemnify, defend, save and hold harmless the CITY from any and all
<br />claims, costs and liability, including reasonable attorney's fees, for any damage, injury or death
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