20E - AA - BRISTOL ST IMPROVEMENTS

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(a) The execution and delivery of this Agreement by Seller, Seller's performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Seller is at present a party or by which Seller is bound; and (b) To Seller's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental, health and safety aspects of the Property is pending, proposed or threatened; and (c) Sellerwill 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 the Proposed Use defined in this section within [Duration (months)l following the Close of Escrow. The proposed operation of an [Proposed Use(s)l by Buyer on the Property is critical to the Seller's decision to sell the Property to Buyer. The [Duration (months)l timeframe shall be tolled by any delays directly attributable to the actions or inactions of the Seller or Tenant, by any natural causes outside the control of either party ("Force Majeure"), or by mutual agreement of the parties. If Buyer does not comply with this guarantee within the timeframe provided, the Seller may opt to nullify the sale of the Property, at which time the Property shall be returned to the Seller, including any and all improvements to the Property completed by Buyer, in exchange for payment by the Seller to Buyer of eighty percent (80%) of the Purchase Price. (b) The execution and delivery of the Agreement by Buyer, Buyer's performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any City of Santa Ana RFP 19-026 Attachment 4