15-2792 Land Donation to City - Park Drive

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like shall deem reasonably necessary or desirable to fulfill the tests and investigations contemplated by the Agreement. Any entry on or to the Property by DONEE or its authorized representatives pursuant to the provisions hereof shall be at the risk of DONEE, and DONEE hereby indemnifies, protects, and holds DONOR harmless and agrees to defend DONOR from and against any and all claims, demands, losses, damages, and liabilities (including but not limited to personal injury and property damage claims and mechanics' or other liens), together with related costs and expenses, including reasonable attorney fees and litigation costs, caused by DONEE or DONEE's agents on or to the Property. In addition, DONEE shall keep the Property free from any liens which could arise as a result of the exercise by Buyer of any of its rights hereunder. 6. Amendment and Waiver. This Agreement may not be amended or modified at any time and or in any respect, nor may any provisions be waived, except by written instrument executed by the parry to be charged with such amendment or waiver. 7. Tax Deduction. If DONOR desires to seek a tax deduction for the donation of the Property under the United States Internal Revenue Code, it shall be DONOR's sole responsibility to carry out all necessary tasks in a timely manner, and to pay any fees and expenses relating thereto. DONOR acknowledges that DONEE does not guarantee that DONOR will receive a tax deduction with regard to the donation of the Property, and that DONOR should seek professional tax advice regarding such tax deduction. 8. Sections and Other Headings. Section, paragraph, and other headings contained in this Agreement are for reference purposes only. and shall not affect in any way the meaning or interpretation of this Agreement. 9. Counterpart Execution. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one instrument. Facsimile signatures may be deemed binding for this Agreement, or any modification or amendment hereto, or any leases or other documents contemplated hereby, provided that originals of same are delivered within a reasonable time. 10. Construction. All gender references employed in this Agreement shall include all genders, the singular shall include the plural, and the plural shall include the singular as permitted or required by the context. 11. Parties in Interest. This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and there are no agreements, understandings, restrictions, warranties, or representations between the parties with respect to the subject matter hereof other than as set forth herein or as herein provided. 2