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<br />Notwithstanding anything to the contrary herein, De�eloper shall not be obligated to pay more than
<br />$50,000 to carry out Environmental Response Actions (abo�e ancf beyond the arnount of any grants). If
<br />Developer determines tl�at the total cost of Enviro�tmental Response Actions exceeds or is expected to
<br />exceed $50,000 plus the amount of all grants approved prior to Ciosing, then Developer shall provide
<br />written notice to City, toget�er with reasonabie evidence of the costs. Within 60 days after receipt of
<br />such notice, the City will either (in its sole discretion):
<br />(i} Provide written notice to Developer that the City will declane to accept conveyance of #he
<br />Triangle ParceI. In that event, by no later ihan lune 29; 20I2, Devetoper shall: (I) demolish the existing
<br />building on the Triangle Parcel, clear the site of rubble and debris, and seed the property; (2) deliver to
<br />the City an executed i3�strument in recordabie form that limits use of the Triangle 1'arcel to open space in
<br />perpetuity (subject to any time limitations Under State ]aw}, such instrument being in t�e fot'r3n of either a
<br />restrictive covenant or a conservation easement (as dkrected by the City), and {3) have no further
<br />obligation to carry out Environmental Response Actions except to the extent otherwise required by law;
<br />or
<br />(rti) Provide written notice to Deve�oper that City wil9 praceed to Closing. In that event,
<br />Developer s�all rerr�ain oblrgated to carry out E»vironmenta] Response Actions prior to Ciosing, and to
<br />pay up ta $50,000 of such costs (above and beyond the amount of any avaiIable grants); the City sha�l
<br />assume responsibiliry for any addit�onal cosis, and will pay or reimburse De�eloper for such exeess on or
<br />before Closing.
<br />(e) Closirrg. The City's ob}igatian to close on acquisition of the Triangle Parcel is contingent
<br />upon (i} the City having %und tiE}e acceptable in accordanee with paragraph (b) of this Section, {ii} the
<br />City having determined, in its sole dis�retion, tl�at it is satisfied with conditions of the Triangle Parcel,
<br />incl�de without Iimitation environmental conditions; and (iii) Devetoper having demoiishet� the existing
<br />building on the Triangie Parcel, cieared the site oiall rubble and debris, removed any underground tanks
<br />and removed or remediated any hazardous substances in accordance with paragraph (d) of this Section,
<br />and seeded the property. The closing on canveyancE of tl�e Triangle Parcel shatl oecur on the �ater of ten
<br />business days after satisfactio�� af alI contingencies, or June 29, 2012 (the "C�osing"). At closing,
<br />Developer shall deliver to City a warranty deed to the Triangle Parcel.
<br />follows:
<br />(#} Develaper Representa�iorrs. T�e DeveIoper hereby represents and warrants to tl�e City as
<br />(i} Environmenta] Compliance. Developer has received no notice of and is not
<br />aware of any violation related to the Triangle Parcel of applicable law, statute, arciinance, rule,
<br />reguta#ion, arder or determination of any �overnmental authority with respect to hazart�ous
<br />substances or of the presence of hazarcious substances in or on the Triangle Parcel, except as
<br />disclosed in ar�y of the En�ironmentat Reports. For purposes hereof "hazardous substances"
<br />means any substa�ce designated pursuant to the Clean Water Aci, TitIe 33 U.S.C. Section 1321,
<br />any element, compound, mixture, soiution or substance designated pursuant to the
<br />Comprehensi�e �nviron�nental Response, Co�npensation and �,iab�lity Act, Title 42 U.S.C.
<br />Section 9602, any hazardous wasie ha�ing #he characteristics identified �nder or ]isted pursuant to
<br />the Solid Was#e DisposaI Act, Title 42, U.S.C. Section 6921, any toxic pollutant listed under
<br />Section 307(a) of the Clean Water Act, Title 3� U.S.C. Section 1317(a}, any hazardous air
<br />pol�utant listed under 5ection 1 I2 af the C3ean Air Act, Title 342 U.S.C. Section 7412, any
<br />im�ninently hazardous chemical substance or mixture with respeci to which the Administrator of
<br />the Environmenta! Protection Agency has taken action pursuant to Sectian 7 of the Toxic
<br />Substanees Control Act, Tit1e 3 5 U.S.C. Section 2606 and any hazardous waste, hazardous
<br />substa�ce, potlu#ant or contaminant, as de�ned in the Minnesota Environmental Response and
<br />Liabili#y Act, Minnesota 5tat�ates, Section 1] SB.02. The tern-► also inc�udes, but is not Iimited to,
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