25H - AGMT BRISTOL PROJ LAND SWAP

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Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the City, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal', state, and local agencies and bureaus. 5. Right of Possession 5.1. Richt of Possession. The Parties agree to deliver to each other quiet and peaceful physical and legal possession of the respective Properties, free of all personal property, effective as of the Close of Escrow. 6. As -Is Condition 6.1 As -Is Condition. Parties shall rely solely and exclusively upon the results of their own Due Diligence Investigations of the subject Properties with regard to any physical condition or state of the Properties. By completing the exchange of the Properties, Parties evidence their unconditional acceptance of the condition of each respective Property. Parties acknowledge and agree that each is acquiring its respective Property on an "AS -IS," "WHERE -IS" basis. Parties are not offering to acquire the respective Property based on any representation by the other Party, or a third party, except those expressly set forth in this Agreement. Parties hereby acknowledge that the exchange of the Properties is without warranties of any kind from the other Party, expressed or implied, except as expressly set forth in this Agreement, as to the condition of the subject Property or its improvements, if any, including, without implied limitation, soils, access to the subject Property or to utilities, appliances, structure utility systems, roof, foundation, landscaping or any other component of the subject Property. Parties do not warrant that either Property conforms with any ordinances, including, without implied limitation, zoning or building ordinances. 6.2 SCE Disclosure: Post -Closing Testing. SCE conducted environmental testing on the SCE Property, which produced three samples at 0.5 feet with arsenic concentrations of 6.4, 8.6 and 13 mg/kg. SCE has agreed to do additional testing of the SCE Property after the Close of Escrow once the City has demolished and removed the existing substation, including its foundation and slab. SCE will take eight (8) additional soil samples at 0.5 and 2.0 feet. SCE's consultant will calculate the 95% upper control limit ("UCL") of the mean for the two previous and the eight new samples at 0.5 feet using the Environmental Protection Agency's distributed program ProUCL 5.1. The result will be compared to the California Department of Toxic Substances Control's criteria of 12 mg/kg for school sites. If the 95% UCL of the mean is less than the screening criteria, (a) the SCE Property will be immediately available for use by the City and (b) SCE will not remediate the SCE Property. If the 95% UCL of the mean exceeds the criteria, then a shallow soil excavation and haul remediation plan will be developed and implemented by SCE. The SCE Property will be available for City use upon the completion of the SCE remediation plan. The City shall issue a temporary entry permit to SCE for such testing and remediation. The obligations of this Section 6.2 shall survive the Closing. 7. Acknowledgement of Full Benefits Page 6 of 15 25H-10