Item 16 - Purchase and Sale Agreement for 1601 and 1607 N Bristol Street

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6.2.4 Merger of Property and 1601 North Bristol Street. Buyer hereby represents and guarantees that it will merge the Property and 1601 North Bristol Street through City's Voluntary Merger of Parcels process, subject to approval of the executive director of the City's Planning and Building Agency pursuant to City of Santa Ana Municipal Code Section 34-366 within 18 months following the Close of Escrow. These timeframes shall be tolled by any delays directly attributable to the actions or inactions of the City, 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 these guarantees within the timeframes provided, the City shall have the right to repurchase the Property, including any and all improvements to the Property then completed by Buyer, in exchange for payment by the City to Buyer of eighty percent (80%) of the Purchase Price paid by Buyer under this Agreement. City shall provide written notice of its exercise to purchase the Property within sixty (60) days following the development deadline in this section. The repurchase deed shall be identical in form to the deed by which title to the Property was conveyed by Seller to Buyer and shall be free and clear of any and all mortgages, liens, or other evidence of indebtedness. 6.3 Natural Hazard Zone Disclosure. No later than seven (7) business days prior to the Property Approval Date, the Seller will, at its sole cost and expense, provide Buyer with a Natural Hazard Zone Disclosure required by applicable law. 6.4 Buyer and Seller Cooperation. Buyer shall submit plans for the development of the Property to Seller, and Seller, in its capacity as the City within which the project is located, will make the determination as to the required entitlements based upon Buyer's proposed plans. Buyer may then process and obtain the Project Entitlements through Seller in its capacity as the City within which the Project Entitlements is located. Nothing in this Agreement shall be deemed to be a prejudgment or commitment with respect to exercise of governmental discretion with regard to such items, nor a guarantee that such approvals or permits will be granted at all or within any particular time or with or without any particular conditions. 7. Destruction/Condemnation of Property; Other Notices. In the event that all or any portion of the Property is damaged or destroyed by any casualty under the provisions of applicable law after the Effective Date but prior to the date of Closing, Seller shall give Buyer immediate written notice of the same. Indemnification. 8.1 Obligations. Seller shall indemnify Buyer and Buyer shall indemnify Seller against any wrongful intentional act or negligence of the Indemnitor. Buyer shall also indemnify Seller against any and all of the following: (a) any damage to the Property caused by the Investigations of the Property by Buyer; and (b) any accident, injury or damage whatsoever caused to any person in or on the Property by Buyer prior to the Closing. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. -13-