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perform the Remedial fork in accordance with this Section and bear any costs and expenses in
<br />excess of the Remedial Work Expenditure Cap.
<br />206,4 No Warranties As To Site-, Release of Agency. Except as otherwise
<br />expressly provided herein, the Site Condition upon deliver' from the Agency to Developer shall
<br />be %s -is," with no warranty expressed or implied by Agency, including without limitation,
<br />presence of Hazardous Materials or the condition of the soil, its geology, the presence of luio n
<br />or unknown seismic faults, or the suitability of the Site for the development purposes intended
<br />hereunder.
<br />From and after the slate on which Developer completes grading with respect to
<br />any Phase of the Site as evidenced by certification by the City's Building Official, and to the
<br />extent that Developer* does not object in writing to the Environmental Condition of such Phase
<br />within ten (1 0) days following completion of such grading, the Developer shall - waive, release
<br />and discharge forever the Agency and the City, and their respective employees, officers,, agents
<br />and representatives, froin all present and future claims, demands, suits, legal and administrative
<br />proceedings and from all liability for damages, losses, costs, liabilities, fees and expenses,
<br />present and future "Clain or Liability"), arising out of or in any way connected with the Site
<br />Condition as it relates to such Phase, except i arising out of the wilifill misconduct of the
<br />Agency or its employees, officers, agents or representatives; or (ii) if and to the extent the
<br />Developer can demonstrate to a court of competent jurisdiction that the Agency and/or City were
<br />the direct and proximate cause of the Site Condition which is the subject matter of the Claim o •
<br />Liability, including, without limitation, attorneys' fees; or (iii) for Agency's obligations under
<br />Section 206.3. Upon the effectiveness of the release contemplated by this Section, the parties
<br />acknowledge ledge that the Agency's ownership would not be the direct and/or proximate cause of any
<br />Site Condition if such Site Condition was in existence at the titre of the Ages e 's acquisition
<br />and continued during the Agency "s ownership, In the event that Developer objects to the
<br />Environmental Condition as described above, Developer may elect at the time it objects to the
<br />Environmental Condition to accept such Environmental Condition, in which event the Agency
<br />shall reimburse Developer for its actually incurred costs of any Remedial Work undertaken by
<br />Developer to remediate the disapproved Environmental Condition; provided, however, that the
<br />maximum anio nt of such reimbursement shall be equal to the portion of the Rerriedial Wort
<br />Expenditure Cap not previously expended pursuant to Section 206.3 above. In the event of such
<br />election, Developer shall submit to Agency a description of the Remedial Work performed,
<br />together with copies of invoices and/or SLICII other evidence as reasonably necessary to
<br />substantiate such costs and expenses, and Agency shall reimburse Developer within ten (1 0) days
<br />of its receipt of such materials, subject to the cap set forth hereinabove. if ]developer does not
<br />elect to accept such Environmental Condition in its Notice objecting to such Environmental
<br />Conditions, Agency may, within thirty 3 days of such written objection, elect in writing to
<br />either remediate the Environmental Condition to the extent required to satisfy Developer's
<br />objection or terminate this Agreement as to the applicable portion of the Site (but not as to any
<br />other Phase of the Site which has Closed prior to such termination), in Which case Developer
<br />shall reconvey the applicable portion of the Site to the Agency and neither party shall have any
<br />rights or obligations with respect to the other in connection with such portion of the Site.
<br />Notwithstanding the foregoing, the termination of this Agreement pursuant to this Section 206.
<br />with respect to any Phase will not result in the termination of the Agreement with respect to any
<br />other; portion of the Site already Conveyed to the Developer.
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