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4.2 Limited Seller Warranties
<br />4.2.1 Limited Warranties. City hereby affirms and acknowledges that neither Seller nor any of
<br />its officers, agents, managers, board members, employees, advisors and/or attorneys
<br />(collectively the "Seller Exculpated Parties") have made nor has City relied upon any
<br />representation, warranty or promise whether oral or written, express or implied, by
<br />operation.of law or otherwise, with respect to the Property or any other subject matter
<br />of this Agreement except as otherwise expressly set forth in this Agreement. Without
<br />limitation, City acknowledges that, except as specifically set forth to the contrary in this
<br />Agreement, no warranties or representations, expressed or implied, of any kind
<br />whatsoever have been made by any of Seller Exculpated Parties, or will be relied upon,
<br />and City hereby releases Seller Exculpated Parties from any claims with respect to the
<br />suitability of use of the Property for its purposes, general plan designation, zoning, value,
<br />use, tax status or physical condition of the Property, or any part thereof, or matters
<br />affecting or concerning the Property, including, without limitation, the flood elevations,
<br />drainage patterns, soil and subsoil composition and compaction level, and other
<br />conditions at the Property, or with respect to the existence or non-existence of hazardous
<br />substances (as defined in the section "Hazardous Substances") in, on, under or around
<br />the Property, or with respect to the accuracy of any title report or commitment, soils
<br />report or any other plans or reports relating to the Property or its use or development, or
<br />neighborhood or area uses or factors affecting or concerning use or development of the
<br />Property, or other matters otherwise in any way relating to the Property or the
<br />transactions contemplated hereby, City is acquiring the Property based solely on its own
<br />independent investigation and inspection of the Property and its suitability for its
<br />purposes, and in no way in reliance on any information provided by Seller or any of the
<br />other Seller Exculpated Parties other than the representations and warranties expressly
<br />contained herein.
<br />4.3 Seller Representations and Warranties. Seller warrants and represents to City with respect to
<br />the Property, the following:
<br />4.3.1 No Pending Litigation. Seller does not have knowledge of litigation pending pertaining
<br />to the Property.
<br />4.3.2 Hazardous Substances. Seller does not have knowledge of:
<br />4.3.2.1 Any Hazardous Substances (as defined below), discharges, leaks, releases, or
<br />spills on, in or under the Property;
<br />4.3.2.2 Use or storage of Hazardous Substances on the Property;
<br />4.3.2.3 Investigations, assessments, evaluations, sampling, testing, or monitoring of
<br />Hazardous Substances on the Property or adjacent parcels.
<br />4.3.3 Existing Leases. During the term of this Agreement, Seller (1) shall not enter into any new
<br />leases or lease/use arrangements of any portion of the Property; (2) shall oppose any
<br />additional exceptions, fees, or other burdens on any portion of the Property.
<br />City Council _ 15 — 6 11/15/2022
<br />Purchase and Sale Agreement - Santa Ana Unified School District -city of Santa Ana -Water Tower Site
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