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<br />The parties represent and warrant that all negotiations have been carried on by them
<br />directly, or by their authorized representatives, without the intervention of any third person
<br />engaged by them and that there are not broker's commissions, finder's fees or other payments of
<br />like nature payable to any person engaged by any of them. Each party (the "Breaching Party")
<br />agrees to indemnify and hold the other parties harmless from any cost, expense or liability such
<br />non-breaching party may suffer as a result of a claim, ultimately upheld, that a fee or other form of
<br />compensation is due as a result of actions by said Breaching Party.
<br />
<br />THIS AGREEMENT shall be contingent and conditioned upon the following:
<br />
<br />1. BUYER to obtain evidence, to the satisfaction of the City, of clear legal title to the
<br />lands described in Exhibit "A".
<br />
<br />2. For purposes of this Agreement, tl1is transa9yon;;hall be closed with the Warranty
<br />Deed delivered on or before~~, ~. /Ju) - VI/wi oil
<br />~Nt: 0\,"'200',
<br />3. A one time lump-sum inclusive payment of Thirty-Thousand ($30,000.00) Dollars
<br />shall be conveyed from BUYER to SELLER at closing for the conveyance of the Masonic Lodge
<br />Parcel, Exhibit "A". SELLER shall pay seller's attorneys' fees from same lump-sum payment.
<br />
<br />4. The City shall pay to the SELLER the sum as mentioned in Item 3., as applicable,
<br />at the closing of this purchase and delivery of the properly executed Warranty Deed, along with
<br />delivery of any instruments necessary to provide the City with marketable and insurable title, free
<br />and clear of any and/or all liens, encumbrances and restrictions.
<br />
<br />5. SELLER shall allow City and/or its agents, (I.e., General Contractor, sub-
<br />contractor, surveyors, engineers, etc.), a Right-of-Entry of ingress and/or egress to the immediate
<br />adjacent fifteen feet (15') remainder property, located adjacent and contiguous to the Masonic
<br />Lodge Parcel, (Exhibit "A"), at all times during construction of the infrastructure improvements
<br />associated with the roundabout at Triplet Lake Drive and Quail Pond Circle. The term for this
<br />Right-of-Entry shall extinguish itself upon the completion of said construction activities associated
<br />with the infrastructure improvements for the roundabout at Triplet Lake Drive and Quail Pond
<br />Circle.
<br />
<br />6. City agrees to defend, protect, indemnify and hold harmless SELLER with respect
<br />to any and all liabilities, claims, actions, suites, injunctions, costs, expenses, liens and other legal
<br />and equitable proceedings, (including reasonable attorneys' and other professionals' fees),
<br />resulting from or relating to the use of said Right-of-Entry, (expressly stated in Condition # 5
<br />above), arising in any manner out of acts or omissions of the City and/or its agents or any other
<br />persons acting under the City's direction or control in connection with said Right-of-Entry, save
<br />and except claims and litigation arising through the gross negligence or willful misconduct of
<br />SELLER. With respect to claims arising during the term hereof, and regardless of when claim is
<br />actually filed, this indemnification shall survive the expiration or termination of this Right-of-Entry.
<br />Further, when or where any direct or indirect damage or injury is done to said Right-of-Entry area
<br />or any other private property whether owned by SELLER or some other third party by or on
<br />account of any act, omission, neglect or misconduct in the execution of the work on City's part
<br />contemplated by said Right-of-Entry, City shall restore, at its sole cost and expense, such property
<br />to a condition equal to or better than as existed before such damage or injury was done, by
<br />repairing, rebuilding, or otherwise restoring such property as may be directed by SELLER.
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