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., _ ~ • <br />In particular, Seller shall permit the Buyer, its agents, employees, or <br />representatives to enter and complete soil and geotechnical testing of the Property. Buyer <br />shall pay for such soil and geotechnical testing and not to allow liens or other <br />encumbrances to be recorded against the Property. Buyer shall keep the Seller's Property <br />free from any liens arising out of any work performed, materials, furnished, or obligations <br />of any kind whatsoever incurred by the Buyer, its agents, employees, or representatives as <br />part of the soil and geotechnical testing. <br />Buyer shall and will assume the defense and indemnify and save the Owner, its <br />employees and agents, free and harmless from and against any and all claims, demands, <br />liabilities and judgments for or by reason of any damage, loss, personal injury or death, <br />caused by or arising out of Buyer, its agents, employees, or representative act or failure to <br />act in the occupancy, maintenance, operation, or use of the Property as a result of soil and <br />geotechnical testing. <br />If following Buyer's investigation, Buyer determines that the purchase of the <br />Property in an "as is" condition is not acceptable, then Buyer may terminate this <br />Agreement without penalty. <br />4. Conditions of Sale. Buyer's purchase of the Property is subject to its <br />satisfaction that the Property will be suitable for a fire station and subject to the <br />following: <br />A. Buyer's completing its environmental review of the purchase of the Property <br />and satisfying the requirements of the California Environmental Quality Act <br />(CEQA), as amended; and <br />B. Buyer's finding that the purchase of the Property is consistent with Buyer's <br />General Plan. <br />5. Purchase In-Lieu of Condemnation. Buyer acknowledges that its <br />purchase of the Property is in lieu of condemnation and Buyer shall take all appropriate <br />actions to permit the Seller to claim for income tax purposes that the Buyer would have <br />filed an eminent domain proceeding to condemn the Property had this Agreement not <br />been reached. <br />6. Closing and Related Costs. The Buyer shall pay for all costs including, <br />but not limited to, preliminary soil testing, street vacation, title reports, escrow, title <br />insurance, surveying, and appraisals associated with the purchase of the Property. Each <br />party shall pay its own attorneys' fees in connection with the negotiating of this <br />Agreement and closing the Escrow. Real estate taxes shall be prorated as of the date of <br />the actual closing of the Escrow. <br />(ageements~aufdecm.sam) 2 <br />