Special Project Oversight Committee (SPOC) Report #1

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~ within which to give the Buyer its written notice agreeing to eliminate the Unacceptable Exceptions or electing to terminate this Agreement. If the Seller agrees to eliminate the Unacceptable Exceptions, the Seller shall be obligated to do so at its cost and as of the Closing Date. (ii) Investigation and Review. It shall be a condition to closina that the documents described in this Paragraph 5(a)(ii) (the "Investigation Documents") be delivered to the Buyer and approved as provided below and that the Investigation Documents be acceptable to the Buyer in its sole discretion. Within 30 days after executing this Agreement, unless otherwise specified, the Seller shall deliver or cause to be delivered to the Buyer the Investigation Documents. The Buyer shall have the right to review and approve each and every Investigation Document to its sole satisfaction on or before the Closing Date. In the event the Buyer disapproves any Investigation Document, the Buyer shall timely notify the Seller in writing, and the Seller shall have 60 days in which to cure. If a cure acceptable to the Buyer is not timely achieved, the Buyer may waive the requirement in writing, or elect to terminate this Agreement for failure to satisfy a condition precedent to the Buyer's obligation to close. A. Environmental Studies. Copies of all environmental studies, environmental reports, consultant reports and soil tests for or relating to the Property in the Seller's possession or reasonably available to the Seller which describe or relate to the presence or suspected presence of any Hazardous Substance in, on or under the Real Property or any improvements thereon. B. Other Information. Copies of all correspondence and other records in the Seller's possession relating to environmental condition of the Real Properry or other real property within 200 feet of the Real Property. ~ (iii) All Real Property Acquired. On or before the Closing Date, the Seller shall have acquired tide to all of the real property and improvements within the Senator Block. In connection with its acquisition of all such real property and improvements, the Seller shall have complied, as of the Closing Date, with all of the requirements of the Uniform Relocation Assistance and Real Properry Acquisition Policies Act of 1970, 42 USC §4601 et seq. (iv) Tenant Removal, Etc. On or before the Closing Date, the Seller shall have cause~_ all tenants occupying the improvements to be removed from the premises, and the improvements shall be ready for the commencement of demolition as contemplated by the scope of the project m the Development Agreement. (v) FTA Approval. As of the Closing Date, the FTA shall have approved the Grant on terms and conditions acceptable to the Buyer, the FTA shall have authorized the acquisition of the Properry by the Buyer, and the FTA shall have authorized the drawdown of funds under the Grant, in accordance with the terms and conditions of the Grant. In addition, as of the Closing Date, the FTA shall have approved the payment of the deposit to the Seller as part of the required expenditure by Buyer of local match funds under the Grant. (vi) Seller's Deliveries. The Seller shall have timely delivered each and every item to be delivered by the Seller pursuant to this Agreement. Purchase and Sale Agreement C,,.~,~ y~ ~~ Salem Area Mass Transit District/Marion County ~~~ ~ ~ Page - 3 ~..n~,,,a,tQj 0128970748 . ' `-l ~ ,,.