OPA: Grimshaw House - City of Anaheim

applicable laws.
Notwithstanding the foregoing, if Developer, based upon Developer’s
Environmental Reports, Developer’s Supplemental Environmental Reports,
Agency’s Environmental Reports, Owner’s Environmental Reports and the RAP,
reasonably estimates that the Remedial Work cannot be completed within ten (10)
weeks, then Developer may terminate the Escrow and this Agreement by written
Notice to Agency.
As an alternative to Agency performing the Remedial Work pursuant to
this Section, Developer may propose (“Developer’s Remediation Proposal”) that
Developer perform, or have performed, the Remedial Work by written Notice to
Agency accompanied by an estimate of the cost of performing the Remedial Work
(“Developer’s Remedial Work Estimate”). In the event that Developer’s
Remedial Work Estimate is less than Agency’s Remedial Work Expenditure Cap,
Agency shall elect to either (i) accept Developer’s Remediation Proposal (in
which event [x] Developer shall perform the Remedial Work in accordance with
this Section at Developer’s sole cost and expense and [y] the Developer’s
Remedial Work Estimate shall be deducted from the Base Purchase Price) or (ii)
reject Developer’s Remediation Proposal (in which event Agency shall perform
the Remedial Work in accordance with this Section). In the event that
Developer’s Remedial Work Estimate is greater than Agency’s Remedial Work
Expenditure Cap, Agency may elect to terminate the Escrow and this Agreement,
provided such termination shall be ineffective if Developer then elects to perform
the Remedial Work in accordance with this Section at Developer’s sole cost and
expense (in which event the Agency’s Remedial Work Expenditure Cap shall be
deducted from the Base Purchase Price).
303.5 No Further Warranties As To Site; Release of Agency. Except as
otherwise provided herein and upon remediation of the Site pursuant to Section
303.4 (if applicable), the physical and environmental condition, possession or title
of the Site is and shall be delivered from Agency to Developer in an "as-is"
condition, with no warranty expressed or implied by Agency, including without
limitation, the presence of Hazardous Materials or the condition of the soil, its
geology, the presence of known or unknown seismic faults, or the suitability of
the Site for the development purposes intended hereunder. To the extent
authorized by contract or law, Agency shall assign to Developer all warranties and
guaranties with respect to the environmental condition of the Site, if any, that
Agency has received from prior owners of the Site.
Except to the extent that Remedial Work is conducted pursuant to Section
303.4, Developer hereby waives, releases and discharges forever Agency, and its
employees, officers, agents and representatives, from all present and future claims,
demands, suits, legal and administrative proceedings and from all liability for
damages, losses, costs, liabilities, fees and expenses, present and future, arising
out of or in any way connected with Agency's or Developer's use, maintenance,
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