DISPOSITION AND DEVELOPMENT AGREEMENT
By and Between the
CITY OF MARYSVILLE
And
Sandra Adams / Weldon Bell
For property described as:
308 C Street, Marysville, CA 95901
APN #010-242-020
1 DISPOSITION AGREEMENT
This DISPOSITION AGREEMENT (this "Agreement") is entered into as of March 21, 2023, by and between the CITY OF MARYSVILLE, a Municipal Corporation and Charter City in the State of California (the "City"), and Sandra Adams/Weldon Bell. (the "Developer").
RECITALS
The foregoing recitals are a substantive part of this Agreement:
A. The City owns certain properties described as 308 C Street (Exhibit A attached hereto) and as shown on that certain plat map (Exhibit B) hereinafter referred to collectively as the "Site".
B. The City desires to sell and the Buyer desires to purchase the Site.
NOW, THEREFORE, City and Buyer hereby agree as follows:
SECTION 1
Incorporation of Recitals
The foregoing recitals are not merely recitals but are contractual in nature and incorporated into this Agreement.
SECTION 2
Acquisition and Conveyance of the Site
The Buyer agrees to purchase the Site from the City and the City agrees to sell the Site to the Buyer, in accordance with and subject to all of the terms, covenants, and conditions of this Agreement. The Purchase Price of the Site shall be $23,000.00.
This Agreement constitutes joint escrow instructions of the Buyer and City and the Escrow Agent to whom these instructions are delivered is hereby empowered to act under this Agreement. The parties hereto agree to execute and deliver such documents (in recordable form as required), pay or deposit such funds, do all such acts consistent with their respective obligations hereunder as may be reasonably necessary to close the escrow.
2 SECTION 3
Closing Procedure
3.0 The closing of the purchase and sale of the Site as contemplated by this Agreement (the "Closing") shall be effected through an escrow (the "Escrow") on or prior to the Closing Date. To fully effectuate this Agreement, the City and Developer agree to execute such separate or additional escrow instructions or other documents reasonably requested by Escrow Holder, the terms and conditions of the same to be mutually agreed to by the parties hereto. This Agreement shall not be merged into any separate or additional escrow instructions, but the latter shall be deemed auxiliary to this Agreement and the provisions of this Agreement shall be controlling as between the parties hereto and any such separate or additional escrow instructions shall expressly so provide.
3.1 City's Closing Deliveries. On or before the day that is one (1) business day prior to the Closing Date, the City shall deliver to Escrow Holder the following: (a) one (1) duly executed and notarized Quitclaim Deed (the "Deed") as shown in Exhibit E. (b) one (1) closing statement ("Closing Statement") executed or initialed by the City reflecting the Purchase Price and the adjustments and prorations required hereunder, (c) such additional documents as may be reasonably required by the Title Company or Developer in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, the City in a manner not otherwise provided herein). 32 Developers Closing Deliveries. On or before the day that is one (1) business day prior to the Closing Date, the Developer shall deliver to Escrow Holder the following: (a) the Closing Payment by wire transfer of immediately available federal funds, (b) one (1) Closing Statement executed or initialed by Developer, (c) the Option Agreement as contemplated by this Agreement; (d) evidence reasonably satisfactory to the Title Company respecting the due organization of Developer and the due authorization and execution by Developer of this Agreement and the documents required to be delivered hereunder, and (e) such additional documents as may be reasonably required by the Title Company or City in or to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Developer in a manner not otherwise provided for herein). 33Escrow Escrow Holders Actions. Upon receipt of the items from the City and Developer above, the Escrow Holder shall take the following actions: (a) wire the amount due City and Developer under the Closing Statement in accordance with wiring instructions from City and Developer respectively, (b) deliver the respective amounts due third parties under the Closing Statement in accordance with the respective instructions from such third parties, (c) record the Quitclaim Deed in the Official Records, (d) record the Option Agreement in the Official Records, (e) cause the Title Company to issue a title insurance policy in the standard form issued in the State of California for the Site, and which policy shall show title to the Site to be vested in the Developer (the "Title Policy"), and deliver the same to the Developer, (f) file all information returns required under Section 6045 of the Internal Revenue Code and take all other reporting actions as may be required in connection therewith.
3 3.4 Closing Costs. [Proration of Escrow Fees, Title Policy Costs, Deed Recordation Costs, Transfer Taxes, and all other fees, costs, and expenses.]
3.5. Expenses. The Developer shall be responsible for any and all expenses and taxes related to the Site from and after the Closing Date. This paragraph shall survive the Closing.
SECTION 4
Representations and Warranties
40 Covenants. Representations and Warranties of Developer. Developer hereby represents and warrants to the City as of the Effective Date and the Closing Date that:
4.1 Authority: No Conflict. The Developer is duly organized and validly existing under the laws of the State of California, has full authority to enter into and perform this Agreement and the person or persons signing this Agreement and any documents executed pursuant hereto on the Developer's behalf have full power and authority to bind Developer. The execution, delivery and performance of this Agreement do not, and the consummation of the transaction contemplated hereby will not, violate the organizational documents, or other agreements made by or binding upon, the Developer.
42 OFAC. (a) The Developer is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury ("OFAC") and in any enabling legislation or other executive orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"), and (b) neither Developer, nor any beneficial owner of Developer, is (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"), (ii) a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders, or (iii) owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders. In the event Developer obtains actual knowledge that the Developer or any of its beneficial owners becomes listed on the Lists, then
(a) Developer shall immediately notify City in writing, and (b) Developer shall immediately remove such party from any interest in Developer or City may, without limitation of its other remedies permitted hereunder, terminate this Agreement and be entitled to so much of the Escrow Deposit necessary to reimburse City for any and all costs incurred by City in connection with this Agreement, which amount Escrow Holder shall release to City upon demand therefor without the need for further instructions.
4 43 Bankruptcy. The Developer has not filed and has not been the subject of any filing of a petition under the federal bankruptcy law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors.
SECTION 5
Release
5.0 AS-IS: RELEASE. AS AN ESSENTIAL INDUCEMENT TO THE CITY TO ENTER
INTO THIS AGREEMENT, AND AS PART OF THE DETERMINATION OF THE
PURCHASE PRICE, THE DEVELOPER ACKNOWLEDGES, UNDERSTANDS, AND
AGREES AS OF THE EFFECTIVE DATE AND AS OF THE CLOSING TO THE PROVISIONS SET FORTH BELOW.
AS-IS. WHERE-IS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 5.1 ABOVE, DEVELOPER ACKNOWLEDGES AND AGREES THAT (A) THE SALE OF THE SITE HEREUNDER IS AND WILL BE MADE ON AN "AS IS, WHERE IS, WITH ALL FAULTS" BASIS, WITH DEVELOPER ASSUMING THE SITE IN SUCH
CONDITION AND AGREEING THAT CITY SHALL NOT HAVE ANY RESPONSIBILITY
FOR THE CONDITION OF THE SITE (OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, THE REPAIR OF ANY PORTION OF THE SITE AND/OR FOR THE
CONSTRUCTION OF ANY IMPROVEMENTS), (B) CITY HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE
OF, AS TO, CONCERNING OR WITH RESPECT TO THE SITE OR ANY OTHER MATTER
WHATSOEVER (INCLUDING, WITHOUT LIMITATION ANY REPRESENTATIONS OR
WARRANTIES REGARDING ANY HAZARDOUS MATERIALS IN, ON, UNDER OR
ABOUT THE SITE OR THE CONSTRUCTION OF ANY IMPROVEMENTS), (C)
DEVELOPER HAS CONFIRMED INDEPENDENTLY ALL INFORMATION THAT IT
CONSIDERS MATERIAL TO ITS PURCHASE OF THE SITE OR THE TRANSACTION
CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, THE CONDITION
OF THE REAL PROPERTY AND TITLE TO THE SITE), (D) DEVELOPER IS A
SOPHISTICATED DEVELOPER AND ACKNOWLEDGES THAT TO THE FULLEST
EXTENT AT LAW, CITY SHALL NOT BE RESPONSIBLE FOR ANY MATTERS
AFFECTING THE SITE, INCLUDING, WITHOUT LIMITATION, ANY REMEDIATION OF
ANY HAZARDOUS MATERIALS OR CONSTRUCTION OF ANY IMPROVEMENTS OR
OTHERWISE WITH RESPECT TO THE SITE, AND (E) ANY INFORMATION PROVIDED
WITH RESPECT TO THE SITE IS SOLELY FOR DEVELOPER'S CONVENIENCE AND
CITY HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF
SUCH INFORMATION AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THE SAME. AS USED HEREIN, "HAZARDOUS MATERIALS" MEANS ANY HAZARDOUS, TOXIC OR DANGEROUS 5 WASTE, SUBSTANCE OR MATERIAL, POLLUTANT OR CONTAMINANT, AS DEFINED
FOR PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 (42 U.S.C. SECTION 9601 ET SEQ.), AS AMENDED, OR THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C.
SECTION 6901 ET SEQ.), AS AMENDED, OR ANY OTHER LAWS, OR ANYSUBSTANCE
WHICH IS TOXIC, EXPLOSIVE, CORROSIVE, FLAMMABLE, INFECTIOUS,
RADIOACTIVE, CARCINOGENIC, MUTAGENIC, OR OTHERWISE HAZARDOUS, OR
ANY SUBSTANCE WHICH CONTAINS GASOLINE, DIESEL FUEL OR OTHER
PETROLEUM HYDROCARBONS, POLYCHLORINATED BIPHENYLS (PCBS), OR RADON GAS, UREA FORMALDEHYDE, ASBESTOS OR LEAD.
5.2. RELEASE. AS A MATERIAL PART OF THE CONSIDERATION TO CITY FOR THE
SALE OF THE SITE, AS OF THE CLOSING, DEVELOPER WAIVES, RELEASES, AND
ACQUITS AND SHALL DEFEND CITY AND CITY'S COUNCILS, BOARDS,
COMMISSIONS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, ATTORNEYS, AND THEIR RESPECTIVE COUNCILS, BOARDS,
COMMISSIONS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS AND ATTORNEYS (COLLECTIVELY "CITY'S PARTIES") FROM ANY AND ALL LOSSES,
COSTS, CLAIMS, LIABILITIES, EXPENSES, CAUSES OF ACTION, DEMANDS, FEES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) AND OBLIGATIONS (COLLECTIVELY, "CLAIMS"), WHETHER OR NOT LATENT, KNOWN AND UNKNOWN,
FORESEEN AND UNFORESEEN AND WHETHER OR NOT NOW ACCRUED,
INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO, OR CLAIM FOR,
CONTRIBUTIONS OR INDEMNITY THAT ARE BASED DIRECTLY OR INDIRECTLY ON,
ARISE FROM OR IN CONNECTION WITH, OR ARE RELATED TO (IN ANY WAY) (A)
ANY PAST, PRESENT OR FUTURE CONDITION OF THE SITE (INCLUDING, WITHOUT
LIMITATION, THE PRESENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR
ABOUT THE SITE OR THE CONSTRUCTION OF ANY IMPROVEMENTS), (B) ANY AND
ALL STATEMENTS, REPRESENTATIONS, WARRANTIES, DETERMINATIONS,
CONCLUSIONS, ASSESSMENTS, ASSERTIONS OR ANY OTHER INFORMATION
CONTAINED IN ANY OF THE MATERIAL PROVIDED BY CITY OR CITY'S PARTIES, (C)
ANY DEFECT, INACCURACY OR INADEQUACY IN TITLE OF THE SITE OR THE
CONSTRUCTION OF ANY IMPROVEMENTS, AND (D) THE SITE OR THE USE OR OPERATION THEREOF. DEVELOPER HEREBY ACKNOWLEDGES AND AGREES THAT (I) DEVELOPER MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM, OR IN
ADDITION TO, THOSE NOW OR AS OF THE CLOSING KNOWN OR BELIEVED TO BE
TRUE REGARDING THE SITE AND/OR MATERIAL PROVIDED BY THE CITY OR CITY'S
PARTIES, AND CITY SHALL HAVE NO LIABILITY IN CONNECTION THEREWITH (DEVELOPER HEREBY BEING SOLELY RESPONSIBLE FOR THE SAME), AND (II)
DEVELOPER'S AGREEMENT TO RELEASE, ACQUIT AND DISCHARGE THE CITY AND
THE CITY'S PARTIES AS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND
EFFECT, NOTWITHSTANDING THE EXISTENCE OR DISCOVERY OF ANY SUCH DIFFERENT OR ADDITIONAL FACTS.
WITH RESPECT TO THE RELEASES AND WAIVERS SET FORTH IN THIS SECTION, AS
OF THE CLOSING, THE DEVELOPER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
THE DEVELOPER HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND UNDERSTANDS THE SIGNIFICANCE OF THIS WAIVER OF SECTION 1542 RELATING TOUNKNOWN, UNSUSPECTED AND CONCEALED CLAIMS. BY ITS INITIALS BELOW, THE
DEVELOPER ACKNOWLEDGES THAT IT FULLY UNDERSTANDS, APPRECIATES, AND ACCEPTS ALL OF THE TERMS OF THIS SECTION.
Developer's INITIALS
5.3 Indemnity. Developer agrees to defend (with counsel of the City's choice), hold harmless, and indemnify, the City and all of the City's Parties from and against any and all Claims which relate to, are connected with or in any manner arising: (a) out of the incorrectness of any representation or warranty of Developer set forth in this Agreement, or (b) out of Developer's default under this Agreement during the term of this Agreement. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the City against the Developer under this indemnity.
5.4 Survival. This Section 5 (including subsections 5.0, 5.1, 5.2, and 5.3 ) shall survive the termination of this Agreement and the Closing.
SECTION 6
Development of Site
6.0 Scope of Development.
6.1 Developer's Obligation to Construction Improvements. Subject to all of the other terms and conditions set forth in this Agreement, the Developer shall develop or cause the development of the Improvements and within the time frames indicated all as set forth on Exhibit C attached hereto and incorporated herein by reference as if set forth in full (hereinafter the "Development"').
The Development shall be in compliance with the City's Municipal Code and the plans, drawings, 7 and documents submitted by the Developer shall be reasonably approved by the City in accordance with its ordinary and customary procedures.
6.2 Schedule of Performance. The Developer shall submit all Drawings, Plans, and Construction Drawings and commence and complete all construction of the improvements as contemplated in Exhibit C attached hereto and satisfy in all material respects all other obligations and conditions of this Agreement within the time frame established therefor as set forth in Exhibit C. All Development obligations pursuant to this Section survive the close of Escrow.
6.3 Developer's Indemnity. The Developer shall defend, indemnify, assume all responsibility for, and hold the City and its representatives, volunteers, officers, employees, and agents, harmless from all claims, demands, defense costs and liability of any kind or nature arising out of or related to the design, construction or operation of the Improvements of the Site.
6.4 Compliance with Laws. The Developer shall carry out the design, construction, and operation of the Improvements in conformity with all applicable laws, including the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City's Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, and the Unruh Civil Rights Act, Civil Code Sections 51, et seq.
6.4.1 Taxes and Assessments. The Developer shall pay prior to delinquency all ad valorem real estate taxes and assessments on the Site accruing after the Closing Date, subject to the Developer's right to contest in good faith any such taxes. The Developer shall remove or have removed any levy or attachment made on any portion of the Site which has been conveyed to the Developer with respect to real estate taxes and assessments on the Site accruing after the Closing Date or assure the satisfaction thereof within a reasonable time. The Developer shall not apply for or receive any exemption from the payment of property taxes or assessments on any interest in or to the Site or the Improvements.
6.4.2 Public Works Requirements. The Developer shall carry out the construction of the improvements and the development of the Site in conformity with all applicable federal and state labor laws. If applicable, the Developer and its contractors and subcontractors shall pay prevailing wages and the employee apprentices in compliance with Health and Safety Code Sections 33423 through 33426 and Labor Code Section 1770, et seq., and should be responsible for keeping all records required pursuant to Labor Code Section 1776, complying with the maximum hour's requirements of Labor Code Sections 1810 through 1815, and complying with all regulations and statutory requirements pertaining thereto.
SECTION 7
Defaults, Termination, and Remedies
7.0 Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, either Party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Yuba, State of California.
71 Termination by the City Prior to Conveyance. In the event that prior to the Conveyance of the Site and the City is not in Detault of its obligations set forth in this Agreement, the City, upor ten (10) days written notice to the Developer may, at its option, terminate this Agreement. Unless otherwise stated herein, upon such a termination, there shall be no further rights or obligations between the parties.
72 Option to Acquire Site Upon Default after Close of Escrow. Developer agrees to enter into an Option Agreement in the form attached hereto as Exhibit D and incorporated herein, which grants to City an option to purchase the Site for the amount paid by Developer to acquire the Site in the event that the Developer shall:
a) Fail to start the construction of the Improvements as required by this Agreement for a period of ninety (90) days after written notice thereof from the City; or b) Abandons or substantially suspends construction of the Improvements required by this Agreement for a period of ninety (90) days after written notice thereof from the City; c) Developer's transfer or suffering any involuntary transfer of the Site, and such transfer has not been approved by the City; or
d) Failure to abide by the timelines for development as set forth in Exhibit C of this Agreement.
73 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by either Party ot one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other Party.
74 Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies or deprive either such Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 75 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
7.6 Non-Liability of Officials and Employees of the City. No member, official, or employee of the City or the City itself shall be personally liable to the Developer, or any successor in interest, 9 in the event of any Default or breach by the City or for any amount which may become due to the Developer or its successors, or on any obligations under the terms of this Agreement.
7.7 Attorneys' Fees. In any action between the Parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing Party in the action shall be entitled, in addition to damages, injunctive relief, or any other relief to which it might be entitled, reasonable costs and expenses including, without limitation, litigation costs, expert witness fees, and reasonable attorneys' fees.
SECTION 8
General Provision
8.0 Notice, Demands, and Communications Between the Parties. Any approval, disapproval, demand, document, or other notice ("Notice") which either Party may desire to give to the other Party under this Agreement must be in writing and delivered either personally, by first class United States mail with postage prepaid, or by a national commercial delivery service (such as Federal Express) that provides a receipt verifying the date and time of delivery. Notices shall be directed to the address or addresses of the party as set forth below, or to any other address or addresses as that Party may later designate by notice delivered in accordance with this Section. Any delivered Notices shall be deemed effective upon actual receipt.
To the City:
City of Marysville
Attn: City Manager
526 C Street
Marysville, CA 95901
With a copy to:
Rich, Fuidge, Bordsen & Galyean, Inc.
Attn: Brant J. Bordsen, City Attorney
1129 D Street
Marysville, CA 95901
To the Developer:
Sandra Adams/Weldon Bell
1471 Coats Drive
Yuba City, CA 95993
8.1 Successors and Assigns. All of the terms, covenants, and conditions set forth in this Agreement shall be binding upon the Developer and its permitted successors and assigns. 10 Whenever the term "Developer" is used in this Agreement, such term shall include any other permitted successors and assigns as herein provided
8.2 Relationship Between City and Developer. It is hereby acknowledged that the relationship between the City and the Developer is not that of a partnership or joint venture and that the City and the Developer shall not be deemed or construed for any purpose to be the agent of the other.
Accordingly, except as expressly provided herein or in the Attachments hereto, the City shall have no rights, powers, duties, or obligations with respect to the development, operation, maintenance, or management of the Improvements. This Agreement does not create rights for any third parties.
8.3 Interpretation. As used in this Agreement, masculine, feminine, or neutral gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation". This Agreement shall be interpreted as though prepared jointly by both Parties.
8.4 Waiver. A waiver by either Party of a breach of any of the covenants, conditions, or agreements under this Agreement to be performed by the other Party must be in writing and executed by the waiving Party to be enforceable and no such waiver shall be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.
8.5. Modifications. Any alteration, change or modification of or to this Agreement, to become effective, shall be made in writing and in each instance signed on behalf of each Party.
8.6 Severability. If any term, provision, condition, or covenant of this Agreement or its application to a Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected and shall be valid and enforceable to the fullest extent permitted by law.
8.7. Time of Essence. Time is expressly made of the essence with respect to the performance by the City and the Developer of each and every obligation and condition of this Agreement.
8.8. Cooperation. Each Party agrees to cooperate with the other in this transaction and, in that regard, to sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements.
8.9 No Third Party Beneficiaries. Except to the extent the City has given express rights hereunder, there are no third-party beneficiaries of this Agreement.
8.10 Brokers. Each party represents and warrants to the other that it has not dealt with any real estate broker, agent, or finder in connection with this transaction. Buyer agrees to indemnify and hold Seller harmless from and against any and all Claims arising out of any claim to a commission or fee by any party claiming by or through Buyer. Seller agrees to indemnify and hold Buyer harmless from and against any and all Claims arising out of any claim to a commission or fee by 11 any party claiming by or through Seller. This provision shall survive the termination of this Agreement and the Closing.
IN WITNESS WHEREOF the City and the Developer have executed this Disposition and Development Agreement on the date set forth below.
Developer
Date:
City of Marysville
4/18/2023
Date: By:
Chris Branscum, its Mayor
Attest:
Nicole Moe, City Clerk
Attestation Date:
12