2022-09-14 City Council Packet - Laserfiche WebLink

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Centerville Schifsky PA version 09092022-2 for Council Packet 3. REPRESENTATIONS AND WARRANTIES BY SELLER. Seller represents and warrants to Buyer as follows: A. Authority. The terms of this Agreement have been properly approved by the Seller, including, without limitation, as evidenced by the adoption of any requisite City Council resolutions, the Seller has complied with all applicable laws regarding the sale of public property to a private party, and the parties executing this Agreement on behalf of the Seller have been duly authorized to execute this Agreement and to bind the Seller to the terms hereof. All documents executed by Seller which are to be delivered at the Closing are duly authorized, executed, and delivered by the Seller, are legal, valid, and binding obligations of Seller, are sufficient to convey title and do not violate any provisions of any agreement to which Seller is a party or to which it is subject. B. Title to Real Property. Seller owns fee title to the Real Property, free and clear of all encumbrances and there are no leases or other agreements granting third parties any right to possess or purchase any portion of the Real Property being sold. C. Utilities. The Real Property has services nearby to supply water, storm sewer and sanitary sewer and Seller has received no notice of actual or threatened reduction or curtailment of any utility service now supplied to the Real Property. Aspects related to adequacy of existing services to the purposes for the Real Property will be set forth in the Development Agreement to be entered into by and between Seller and Buyer as contemplated by Section 3.M hereof. D. Environmental Laws. To knowledge, the Real Property does not contain any toxic or hazardous substances or wastes, pollutants or contaminants (including, without limitations, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, and any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. § 9601.9657, as amended) otherwise placed, deposited in or located on the Real Property in violation of applicable laws or regulations, nor to the best knowledge of Seller, has any activity been undertaken on the Real Property that would cause or contribute to (i) the Real Property becoming a treatment, storage or disposal facility within the meaning of and in violation of the Resource Conservation and Recovery Act of 1976, ("RCRA"), 42 U.S.C. § 6901 et seq., or any similar state law or local ordinance, (ii) a release or threatened release of Hazardous Substances from the Real Property within the ambit of CERCLA or any similar state law or local ordinance, or (iii) the discharge of pollutants or effluents into any water source or system, the dredging or filling of any waters or the discharge into the air of any emissions, that would require a permit under the Federal Water Act, 33 U.S.C. § 1251 et seq., or the Clean Air Act, 42 U.S.C. §7401, et seq. the site was cleaned of contaminants and inspected by the Minnesota Pollution Control Agency, which identified this site as Leak 7546. E. Rights of Others to the Real Property. Seller has not entered into any 2