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s <br />40 <br />AGREEMENT FOR SALE AND PURCHASE <br />TRIS AGREEMENT is made as of September 1, 2000, between Indian River County, <br />Florida, a political subdivision of the State of Florida (the "Purchaser"), whose address is 1840 25" <br />Street, Vero Beach, Florida 32960, and Los Angeles Dodgers, Inc., a Delaware corporation (the <br />"Seller") whose address is 1000 Elysian Park Avenue, Los Angeles, California 90012. <br />SECTION 1. AQR>" ENIENT TO—SE11. Seller hereby agrees to sell to and lease <br />I back from Purchaser, and Purchaser hereby agrees to purchase from and lease to the Seller, the real <br />property located in Indian River County, Florida, described in Exhibit "A", together with all <br />improvements and fixtures thereon, and easements and appurtenances thereto (the "Property"), in <br />accordance with the provisions of this Agreement. <br />t <br />SECTION 2. PURCHASE PRICE. The purchase price (the "Purchase Price") for <br />the Property is Ten Million Dollars ('$10,000,000), which will be paid by wire transfer of federal <br />l funds at closing to Seller or Seller's designated agent. The Purchase Price is subject to adjustment <br />and prorations as provided for herein. At closing, Purchaser as Lessor and Seller as Lessee shall enter <br />into the Dodgertown Facility Lease Agreement dated as of September 1, 2000 (the "Lease <br />1 Agreement"). <br />SECTION 3. Ei►VIR!2tvM NTAL SITE ASSESSMENT Seller shall, at <br />its sale cost and expense as soon as practicable, but in any case by not later than December 31, 2000, <br />furnish to Purchaser an environmental site assessment of the Property. The environmental site <br />assessment shall be in general accordance with the scope and limitations of the American Society for <br />Testing and Materials Designation: E 1527-00 (Standard Practice for Environmental Site <br />i Assessments: Please l Environmental Assessment Process). Seller shall use the services of a <br />competent, professional consultant with expertise in the environmental site assessment process to <br />determine the existence and extent, if any, of Hazardous Materials on the Property. For purposes of <br />this Agreement "Hazardous Materials" shall mean any hazardous or toxic substance, material or waste <br />of any kind or any other substance which is regulated by any Environmental Law (as hereinafter <br />defined). At closing, the Seller will certify to the best or its knowledge that the environmental <br />condition of the Property as it pertains to Hazardous Materials has not changed since the date of the <br />environmental site assessment. <br />SECTION 4. HAZARDOUS MATERIALS, In the event that the environ- <br />i mental site assessment provided for in Section 3 confirms the presence of unlawful levels of <br />Hazardous Materials on the Property, and Seller notifies the Purchaser that. Seller will not take the <br />steps necessary to remediate the presence of Hazardous Materials, then. Purchaser, at its sole option, <br />may elect to terminate this Agreement and no party shall have any farther obligations under this <br />Agreement. In the event this .Agreement is not terminated as a result of the presence of unlawful <br />