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