Item 20 - Exchange of Real Property

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stored, used, transported or discharged any Hazardous Materials on, in or under the City Property, the groundwater or any adjacent property. City is not aware of any underground storage tanks located on or under the City Property. As used herein, the term "Hazardous Materials" shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations promulgated thereto: (1) any "hazardous substance" within the meaning of CERCLA 42 U.S.C. §9601, et seq. or the California Hazardous Substance Account Act, Cal. Health and Safety Code §25300 et seq. or the Porter -Cologne Water Quality Act, Cal. Water Code § 13000 et seq. or the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; (2) any "hazardous waste" within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.; or (3) any other substance, chemical, waste, toxicant, pollutant or contaminate regulated by any federal, state or local law, statute, rule, regulation or ordinance for the protection of health or the environment, including, without limitation, any petroleum products or fractions thereof. 8.2.9 AS -IS. City acknowledges that City has inspected the County Property and made its own independent investigation of the County Property. City further acknowledges that it is acquiring the County Property "AS -IS," in reliance solely on its own inspection of the County Property and on County's representations and warranties as set forth herein. County acknowledges it is conveying the land, structures, and vertical assets to the City. 8.3 Countv's Covenants. 8.3.1 Operation of County Property. County shall not hypothecate, transfer, encumber or affirmatively take any other action with respect to the County Property which would render County unable to convey the County Property to City at the Closing or impair City's intended use of the County Property as contemplated herein. 8.4 City's Covenants. 8.4.1 Operation of City Property. City shall not hypothecate, transfer, encumber or affirmatively take any other action with respect to the City Property which would render City unable to convey the City Property to County at the Closing or impair County's intended use of the City Property as contemplated herein. 9. Default. 9.1 Events of Default. The failure of a Party (the "Defaulting Party") to perform any material act to be performed by such Party, to refrain from performing any material prohibited act, or to fulfill any condition to be fulfilled by such Party under this Agreement, or under any agreement referred to herein or attached hereto as an exhibit, within ten (10) days after written notice of such failure from the Non -Defaulting Party shall be an "Event of Default" by the Defaulting Party with respect to the Defaulting Party's obligations hereunder; provided, however, that if more than ten (10) days are reasonably required in order to cure such Event of Default, then the Defaulting Party shall be entitled to a maximum of thirty (30) days to effect such cure, provided the Defaulting Party commences cure within such ten (10) day period and diligently proceeds to complete such cure within such thirty (30) day period. 11 Project Name: Santa Ana Property Exchange