25A - AGMT FOR CITY OWNED PROPERTY

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4. Real Estate Brokerage Commission. Buyer and Seller each represent and warrant to each other that they have not employed, dealt with or incurred any obligation to any broker, agent or finder in connection with the Property, and that they have not incurred any obligation to pay any other real estate brokerage or other commission or fee in connection with the conveyance of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free and harmless from and against all costs and liabilities, including without limitation reasonable attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in any way related to or resulting from a breach of the foregoing representation and warranty or arising out of any action or proceedings which may be instituted by any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of the indemnifying Party, respectively, in connection with this transaction. 5. Remediation Work. 5.1 Completion of Remediation Work. Subject to Unavoidable Delay, within one -hundred and eighty (180) days after the Closing and the issuance of all necessary permits required to commence the Remediation Work, Buyer shall, at its sole cost and expense, diligently complete the following remediation work, as mutually agreed by the Parties: painting of main structure on the Property; replacing all windows on the main structure on the Property; installation of exterior lighting of the main structure on the Property; landscaping; and, securing of all structures on the Property ("Remediation Work"). All such Remediation Work must be completed in accordance with all applicable laws. 5.2 License. Pursuant to the terms and conditions of this Agreement, including the insurance requirements in Section 6.4 of this Agreement, prior to the Closing Date Seller hereby grants to Buyer and its employees, agents and contractors the nonexclusive, non -assignable, personal right and license to enter upon the Property to commence the Remediation Work, and for no other purposes without the prior written approval of the Seller. It is expressly understood that this limited license to commence the Remediation Work does not in any way whatsoever grant or convey any rights of possession, easement or other cognizable property interest in the Property. If this Agreement is terminated prior to the Closing Date, any improvements constructed by Buyer on the Property shall be the property of the fee title owner of the Property. 5.3 Notice of Substantial Com lep tion. Upon substantial completion of the Remediation Work, Buyer will deliver to Seller notice that it has substantially performed all of the Remediation Work, other than minor items and adjustment ("Notice of Substantial Completion"). Within fifteen (15) days after Buyer delivers to Seller the Notice of Substantial Completion, Buyer and Seller will conduct a walk-through inspection of the Property. Within fifteen (15) days after the walk-through inspection of the Premises, Seller shall provide to Buyer a written punch -list specifying those items that Seller reasonably requires to be completed, are defective, incomplete, or do not substantially conform to the Remediation Work or any applicable laws, which items Buyer will thereafter diligently complete or Buyer shall provide, within seven (7) days, notice to Seller of Buyer's intent to not complete any or all of Seller's identified items. Buyer acknowledges and agrees that time is of the essence with respect to the completion of the Remediation Work. If the Notice of Substantial Completion is not approved by Seller and the Remediation Work is not completed within the timeframe committed to in Section 5.1, Buyer 25A-12