20D - AA- BRISTOL ST IMPROVEMENTS

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environmental, health and safety aspects of the Property is pending, proposed or threatened; and (c) Seller will not enter into any agreements or undertake any new obligations prior to Close of Escrow which will in any way burden, encumber or otherwise affect the Property without the prior written consent of the Buyer; and (d) Seller, as a government agency, has not been subject to real property tax assessment on the property. Transfer of title to Buyer at the Close of Escrow will subject the Property to an assessment from the Orange County Office of the Assessor and shall be the obligation of the Buyer henceforth; and (e) Seller is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or under the Property. Seller warrants and represents to Buyer that Seller is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the Property. 3.2 Representations and Warranties of Buyer Buyer makes the following representations and warranties with respect to the Property, each of which shall survive Close of Escrow. (a) Buyer hereby represents and guarantees that it will complete construction and development of the Property for a parking lot at 1220 N Bristol Street substantially in accordance with the development plan approved by Seller's Planning Division Seller under Master I.D. 2018-142774, attached hereto as Exhibit "D" (the "Development") within six (6) months following the later of (a) the Closing Date, or (b) the relocation of the Power Pole per Section 2.6(f), or (c) issuance of the building permit by the City's Planning Department for the Development (the "Development Period"). The Development Period shall be toiled by any delays directly attributable to the actions or inactions of the Seller, by any natural causes outside the control of either party ("Force Majeure"), or by mutual agreement of the parties. Seller shall cooperate in good faith with Buyer in facilitating the completion of the Development, including without limitation promptly issuing any and all required City inspections, permits and approvals requested by Buyer in connection therewith. If Buyer does not complete the Development prior to the expiration of the Development Period, as the same may be extended in accordance herewith, the Seller shall have the option to repurchase the Property from Buyer by delivering written notice to Buyer of its election to repurchase the property (the "Repurchase Notice") within thirty (30) days after the expiration of the Development Period, time being of the essence. In the event Seller timely delivers such Repurchase Notice, title to the Property shall be transferred back to the Seller by grant deed on or before the date which is thirty (30) days after Buyer's receipt of such Repurchase Notice, including any and all improvements to the Property completed by Buyer, subject to and in exchange for payment by the Seller to Buyer of eighty percent (80%) of the Purchase Price, to be paid on or before the date of such transfer. Notwithstanding the foregoing, Buyer shall have the right to nullify such right to repurchase by completing the Development within thirty (30) days after receipt of 5207.01 -PSA -111218R 20D-12