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Purchase Price is less than $1,350,000, because of a reduction in the appraised
<br />value, or any other reason, Seller shall, in his sole discretion, have the right
<br />to terminate this Agreement and neither party shall have any further obligations
<br />under this Agreement. If Seller elects to terminate this Agreement, Seller shall
<br />provide written notice to Purchaser of his election to terminate this Agreement
<br />within 10 days after Seller's receipt of written notice from Purchaser of the
<br />final adjusted Purchase Price. In the event Seller fails to give Purchaser a
<br />written notice of termination within the aforesaid time period from receipt of
<br />Purchaser's written notice, then Seller shall be deemed to have waived any right
<br />to so terminate this Agreement.
<br />4.A. ENVIRONMENTAL ITE ASSESSMENT. County shall, at Purchaser's expense, and
<br />at least 15 days prior to the Option Expiration Date, obtain an environmental
<br />site assessment of the Property which meets the standards and requirements of the
<br />County and the District. It is County's responsibility to ensure that the
<br />environmental consultant contacts the District regarding its standards and
<br />requirements. County shall use the services of a competent, professional
<br />consultant with expertise in the environmental site assessment process to
<br />determine the existence and extent, if any, of Hazardous Materials on the
<br />Property. For purposes of this Agreement "Hazardous Materials" shall mean any
<br />hazardous or toxic substance, material or waste of any kind or any other
<br />substance which is regulated by any Environmental Law (as hereinafter defined in
<br />paragraph 4.B.). The environmental site assessment shall be certified to
<br />Purchaser and the date of certification shall be within 45 days before the date
<br />of closing, unless this 45 day time period is waived.
<br />4.B. HAZARDOUS MATERIALS. In the event that the environmental site assessment
<br />provided for in paragraph 4.A. confirms the presence or significant potential for
<br />the presence of Hazardous Materials on the Property, as determined by Purchaser,
<br />Purchaser, at its sole option, may elect to terminate this Agreement and neither
<br />party shall have any further obligations under this Agreement. Should Purchaser
<br />elect not to terminate this Agreement, Seller shall, at his sole cost and expense
<br />and prior to the exercise of the option and closing, promptly commence and
<br />diligently pursue any assessment, clean up and monitoring of the Property
<br />necessary to bring the Property into full compliance with any and all applicable
<br />federal, state or local laws, statutes, ordinances, rules, regulations or other
<br />governmental restrictions regulating, relating to, or imposing liability or
<br />standards of conduct concerning Hazardous Materials ("Environmental Law").
<br />However, should the estimated cost of clean up of Hazardous Materials exceed a
<br />sum which is equal to 2++ of the Total Purchase Price as stated in paragraph 3.A.,
<br />Seller may elect to terminate this Agreement and neither party shall have any
<br />further obligations under this Agreement. In the event that Hazardous Materials
<br />placed on the Property prior to closing are discovered within three years after
<br />closing, Seller shall remain obligated hereunder, with such obligation to survive
<br />the closing and delivery and recording of the deed described in paragraph 8. of
<br />this Agreement and Purchaser's possession of the Property, to diligently pursue
<br />and accomplish the clean up of Hazardous Materials in a manner consistent with
<br />all applicable Environmental Laws and at Seller's sole cost and expense.
<br />Further, in the event that neither party elects to terminate this Agreement as
<br />provided above, Seller shall indemnify and save harmless and defend Purchaser,
<br />its officers, servants, agents and employees, for a period not to exceed three
<br />years from the date of closing, from and against any and all claims, suits,
<br />actions, damages, liabilities, expenditures or causes of action of whatsoever
<br />kind arising from Hazardous Materials placed on the Property prior to closing
<br />whether the Hazardous Materials are discovered prior to or after closing. Seller
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