07-1766 Target Land Exchange Agreement

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Agreement and all of the rights and obligations of the parties hereunder shall terminate, excepting only those which specifically survive the termination of this Agreement. 4. Title Insurance Policv. At, and as part of Closing, the City shall cause Title Company, at City's sole cost and expense, to issue to Target an AL TA Owner's Title Insurance Policy Form B -1970 (amended 10-17-70) covering the City Exchange Property in the amount of the City Exchange Property's reasonably assessed value (which assessment shall be performed or caused to be performed by the City in accordance with the standard processes and procedures utilized by the taxing authority in Seminole County in assessing taxable values of real property) plus the amount which represents the reasonable estimate of the parking lot improvements City shall construct on the City Exchange Property on behalf of Target pursuant to the terms of the Temporary Construction License (as hereinafter defined and as attached hereto as Exhibit E) together with a contiguity endorsement stating that the City Exchange Property is contiguous to the Target Tract as it exists as of the date hereof (referred to herein as the "Title Policy"). The Title Policy shall not reflect any of the matters encumbering the City Exchange Property to which Target objected pursuant to Section 3 hereof, or shall contain affirmative coverage against such objectionable items in the form of endorsement(s) acceptable to Target in its sole and absolute discretion. 5. "AS-IS Exchanae". City and Target each acknowledge that each party will have adequate opportunity to inspect the land it is acquiring pursuant to this Agreement during the Inspection Period and accepts the risk that any inspection it performs may not disclose all material matters affecting such land. Neither party makes any warranty or representation regarding their respective Property to be conveyed, including but not limited to: the condition of the surface or subsurface of the property; zoning or other governmental conditions or restrictions applicable to the Property; utility availability or capacities; compliance with environmental laws or any other existing laws or governmental regulations; the condition of any buildings or improvements included within the Property; the presence or absence of any Hazardous Material (as defined below); merchantability or fitness of the Property or any part thereof for a particular purpose; or any other aspect of such party's Property which may materially affect the value or the use thereof. Each party recognizes there are risks associated with exchanging real estate and agrees to make its own investigation concerning the Property it will acquire pursuant to this Agreement and shall rely on such findings without any representation or warranty from the conveying party (except those set forth in Section 6 hereof) or any real estate broker or other agent representing or purporting to represent the conveying party. "Hazardous Materials" shall mean and refer to the following: petroleum products and fractions thereof, asbestos, asbestos containing materials, urea formaldehyde, polychlorinated biphenyls, nuclear fuel or materials, radioactive materials and all other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials, substances and wastes listed or identified in, or regulated by, any Environmental Law, and (ii) "Environmental Laws" shall mean and refer to the following: all federal, state, county, 524250 v4 -5-