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3.3 Prior to or after the effective date, the County may obtain a survey and conduct a Phase I examination of the Property, both at the County's expense. If the survey reveals encroachments or other significant defects, they shall be considered title defects and dealt with as outlined in this paragraph, above. Should the Phase I examination reveal contamination on the Property, the County may accept the Property and proceed to closing or may terminate this Agreement. 3.4 By a restriction recorded with the deed, the County agrees to exclude residential development from the permitted or allowable uses of the Property. As a further restriction to be recorded with the deed, for so long as the Amended and Restated Facility Lease Agreement for the Dodgertown Property is in effect, the property will be used for passive recreation, environmental projects, or activities that are ancillary to and consistent with the use of the Dodgertown Property by Verotown, LLC. 3.5 The County shall convey to the City a grant of first refusal, in accordance with the Addendum to Agreement attached to this Agreement as Exhibit "B" and incorporated by reference herein. 3.6 Upon completion of the State Road 60/43rd Avenue Improvement Project or within 36 months of closing on the Property, the County shall plant additional trees and landscaping along the east side of 43rd Avenue. 4. Representations of the City. 4.1 The City is indefeasibly seized of marketable, fee simple title to the Property, and is the sole owner of and has good right, title, and authority to convey and transfer the Property which is the subject matter of this Agreement, free and clear of all liens and encumbrances. 4.2 From and after the Effective Date of this Agreement, the City shall take no action which would impair or otherwise affect title to any portion of the Property, and shall record no documents in the Public Records which would affect title to the Property, without the prior written consent of the County. 4.3.1 There are no existing or pending special assessments affecting the Property, which are or may be assessed by any governmental authority, water or sewer authority, school district, drainage district or any other special taxing district. 5. Default. 5.1 In the event the County shall fail to perform any of its obligations hereunder, the City shall, at its sole option, be entitled to: (i) terminate this Agreement by written notice delivered to the County at or prior to the Closing Date and thereupon neither the City nor any other person or party shall have any claim for specific performance, damages, or otherwise against the County; or (ii) waive the County's default and proceed to Closing. 5.2 In the event the City shall fail to perform any of its obligations hereunder, the County 3