Res 2013-116/Approving an agreement w/Union Pacific Railroad Company for the City to purchase land adjacent to the railroad crossing at S. LBJ Dr. and Edward Gary St.

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0 B. The Sale Price is computed as follows: 1.851 acres (80,629.6 square feet) x $5.25 per square foot = $423,305.00 C. The Sale Price will be adjusted on the basis set forth in Article 2 -13 if the area of the Property, as determined by Seller's Senior Manager Engineering Services or his authorized representative, or as determined by the survey, differs from the area set forth in Article 1 -A. Article 3. Feasibility Review/Right of Entry: A. For Sixty (60) days from the date of execution of this Agreement by Buyer ( "Feasibility Review Period "), Buyer and its agents and contractors may enter upon the Property to perform environmental audits, soil tests, engineering and feasibility studies of the Property. If the results of such audits, tests or studies, or Buyer's review of title or any other matters relating to the Property are unsatisfactory, Buyer may terminate this Agreement by giving Seller written notice before the end of the Feasibility Review Period. If no such written notice of termination is given before the end of the Feasibility Review Period, the Property will be deemed suitable for Buyer's purposes. In the event of such termination by Buyer, then Buyer shall surrender to Seller copies of all audits, soils, engineering and any other reports prepared for Buyer pertaining to the Property and such reports will become the sole property of Seller without cost or expense of Seller and this Agreement will terminate without any further force and effect, and without further obligation of either party to the other. B. Buyer's right to enter upon the Property pursuant to Article 3 -A is subject to the following: 1. Buyer will, to the extent permitted by law, indemnify, defend and save harmless Seller and /or Seller's affiliates (Seller's affiliates means any corporation which directly or indirectly controls or is controlled by or is under common control with Seller), their officers, agents and employees, against and from any and all liability, loss, costs and expense of whatsoever nature growing out of personal injury to or death of persons whomsoever, or loss or destruction of or damage to property whatsoever, where such personal injury, death, loss, destruction or damage arises in connection with the entry upon the Property by Buyer, its agents or contractors prior to Closing. 2. Buyer and Buyer's agents and contractors (collectively "Contractors ") will, except as otherwise required by law, maintain in confidence all information, reports, and evaluations generated in connection with any environmental assessments and will not make disclosure without the prior written consent of Seller. If Buyer discovers hazardous or toxic substances or materials, Buyer will immediately notify Seller. 3. Buyer will promptly deliver to Seller the results and copies of any and all reports, evaluations, tests and studies generated in connection with any environmental assessments. Prior to the issuance of any final environmental report, Seller will have the opportunity to make comments, pose questions and offer recommendations to the Contractor preparing the report.