OPA: Grimshaw House - City of Anaheim

In the event that Developer delivers Developer’s Notice to
Terminate and such termination is based upon the environmental
condition of the Site, Escrow and this Agreement shall terminate
unless such termination is ineffective in accordance with Section
303.4 of this Agreement.
303.4 Elections Re: Remedial Work. Upon receipt of Developer’s Notice to
Terminate base upon the environmental condition of the Site, Agency may, at
Agency’s option, agree to remediate the Site in accordance with the
recommendations of Developer’s Environmental Consultant, Developer’s
Environmental Reports, Developer’s Supplemental Environmental Reports and all
Governmental Requirements (“Agency’s Election to Remediate”), provided,
Agency hereby agrees to make Agency’s Election to Remediate in the event that
Agency reasonably estimates that the cost to conduct the Remedial Work does not
exceed the Agency’s Remedial Work Expenditure Cap. Agency shall give Notice
to Developer and Escrow Agent of such election and Developer’s Notice to
Terminate shall be ineffective; provided, however, that Developer has approved of
the scope of the Remedial Work and the RAP prior to the commencement of such
work.
If Agency makes Agency’s Election to Remediate, then within a
reasonable period after giving Notice to Developer that it intends to proceed with
remediation of the Site, Agency shall deliver to Developer for Developer’s
approval a proposed remedial action plan (“RAP”) prepared by Agency’s
environmental consultant (“Agency’s Environmental Consultant”), which RAP
shall be approved by the public agency asserting jurisdiction over the remedial
work to be performed pursuant to the RAP (the “Remedial Work”). The
Remedial Work shall assure the suitability of the Site for the development,
occupancy and operation of the Project and shall be performed in accordance with
applicable Governmental Requirements and Environmental Laws, and shall be
conducted in accordance with the requirements of Health and Safety Code Section
33459, et seq., in a manner which is intended to qualify for the immunity which is
provided by Health and Safety Code Section 33459.3.
Upon making Agency’s Election to Remediate and receiving Developer’s
approval of the RAP, Agency shall proceed continuously and diligently with the
Remedial Work. Agency's compliance with the provisions of this Section, and
the issuance of a letter, certificate or other official writing (“No Further Action
Letter”) by all governmental agencies which have asserted jurisdiction over the
remediation of the Site, which provides that no further investigation, monitoring,
remediation, response or removal is necessary considering the development,
occupancy and operation of the Project, shall each be a Developer's Condition
Precedent to the Closing and the Outside Closing Date shall be extended until
such conditions are satisfied. Upon completion of the Remedial Work, Agency
shall deliver to Developer a certificate executed by the Agency’s Environmental
Consultant that the Remedial Work has been completed in accordance with all
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