|
I
<br /> 6.11
<br /> Page 43
<br /> the Owners has occurred under the Option Agreements. As provided in the Option Agreements,
<br /> City shall immediately deliver to Owners under the Option Agreements a written notice of this
<br /> Assignment.
<br /> 6. "As-Is" Purchase. County acknowledges that if it elects to exercise the purchase
<br /> options granted pursuant to the Option Agreements and to purchase some or all of the Properties,
<br /> such purchase shall be on an "as is with all faults" basis as set forth in the Option Agreements.
<br /> All representations and warranties relating to the Option Agreements that have been made by
<br /> City to the County are set forth in this Assignment, are made as of the Effective Date, and shall
<br /> not survive the Effective Date. County specifically acknowledges and agrees that except for the
<br /> express warranties and representations by City set forth in Section 5 above, County is not relying
<br /> on any warranties or representations of any kind whatsoever, express or implied, from City or
<br /> any City-Related Party as to any matters concerning the Properties, including, without limitation:
<br /> (i) the quality, nature, adequacy, and physical condition of soils, geology, and any groundwater,
<br /> including the presence of fill or the adequacy of soils compaction or the possibility or extent of
<br /> any subsidence; (ii) the size, squaze footage, acreage or boundaries of the Properties or any
<br /> buildings or other improvements on the Properties; (iii) the existence, nature or adequacy of
<br /> access, ingress and egress to the Properties; (iv) the existence, nature or adequacy of utilities
<br /> serving the Properties, including without limitation water, sewer, electric, gas, phone and cable
<br /> service; (v} the nature, adequacy and quality of drainage on the Properties, including the
<br /> occurrence of any flooding, and the presence or adequacy of any sloughs or levees; (vi) the
<br /> condition, square footage, size, or adequacy of any improvements on the Properties; (vii) the
<br /> present or future zoning or other legal status of the Properties or any other private restrictions on
<br /> use of the Properties; (viii) the compliance of the Properties or County's proposed project to be
<br /> constructed on the Properties with any applicable codes, regulations, statutes, ordinances, or laws
<br /> (including the California Environmental Quality Act), or any covenants, conditions and
<br /> restrictions of any governmental or quasi-governmental entity or of any other person or entity;
<br /> (ix) the development potential of the Properties, or the Properties' use, habitability,
<br /> merchantability or fitness, or the suitability, value or adequacy of the Properties for any purpose;
<br /> (x) the presence of Hazardous Materials, on, under or about the Properties, or adjoining or
<br /> neighboring property; (xi) the manner, quality or adequacy of existing construction, site or
<br /> grading work on the Properties or any construction materials; (xi) the condition of title to the
<br /> Properties; and (xii} the economics of the acquisition, redevelopment, improvement, and
<br /> operation of the Properties, including without limitation the obligation of County to pay or
<br /> otherwise provide Relocation Benefits to existing occupants (collect�vely, all of the foregoing
<br /> shall be hereinafter returned refened to as the "Property Conditions"). County shall look solely
<br /> to the Owners, and not to the City or any City-Related Party, with respect to any Claims relating
<br /> to the Property Conditions, subject to any limitations on recourse against the Owners set forth in
<br /> the Option Agreements. County represents that County is a knowledgeable purchaser of real
<br /> estate and that County is relying solely on County's own expertise and the expertise of County's
<br /> consultants and advisors and is making and relying upon its own inspections of all aspects of the
<br /> Properties. Accordingly, County hereby waives, releases, acquits and forever discharges and
<br /> covenants not to sue City or the City-Related Parties of, from and for any and all Claims,
<br /> ' whether direct or indirect, known or unknown, foreseen or unforeseen, that it now has, or which
<br /> may arise in the future, on account of or in any way growing out of or connected with the
<br /> S:\AGR�20]0�2010.128ChemicalWayMOU.doc 3
<br /> I U18/10
<br /> i I
<br />
|