2008-009 Purchasing - Telesis Construction Office Building Agreement of Purchase

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• Commission (LGC) approval of installment purchase financing totaling at -least $25,000,000 to enable Purchaser to purchase the Property, and other property making up the Orange County Office and Library Complex. The underwriting and LGC approved financing must be in compliance with Purchaser's policies of 15% of Purchaser's General Fund Budget debt service payments and 7% annual growth of Purchaser's General Fund Budget. SECTION 6. Construction of the Building. 6.01 Subject to the terms, covenants and conditions set forth in this Agreement, Seller shall construct, or cause to be constructed, a two story commercial building upon the Real Property containing approximately 46,716 square feet (building footprint), the purpose of which building shall be to serve as an office building (the "Building"). The shell of the Building and the exterior improvements to the Real Property shall be constructed and completed substantially in accordance with the Construction Agreement and the Contract Documents referenced therein. 6.02 At any time from and after the Date of Agreement and. until the Closing, Purchaser may enter upon the Real Property and perform, at the sole cost and expense of Purchaser (but not in a mariner which shall unreasonably disrupt or delay construction of the Building or the Interior Upfit), such analysis, review, tests or inspections of the Real Property, including construction of the Building and the Interior Upfit, or any other aspect of the Real Property as may be pertinent and material to Purchaser in its sole and absolute discretion. SECTION 7. Risk of Loss. Subject to the provisions hereof, the risk of loss or damage to the Property occurring prior to Closing shall be borne by Seller. If the Property is damaged by fire, storm, wind . or other .casualty prior to Closing, Seller shall give prompt written notice thereof to Purchaser. This Agreement shall continue in effect notwithstanding the occurrence of such casualty and damage, and Seller shall proceed forthwith to complete construction of the Building and site improvements with the proceeds from all applicable casualty policies. Upon substantial completion, closing shall proceed as provided for herein except the date for Closing shall be adjusted for the rebuilding subsequent to casualty. SECTION 8. Eminent Domain and Assessments. Seller has not received any notice of any pending condemnation, assessment or similar proceeding or charge affecting the Real Property or any portion thereof and has no knowledge that any such proceeding or charge is contemplated. If Seller receives notice of the commencement or threatened commencement of eminent domain or assessment or other like proceedings against the Real Property or any portion thereof at any time between the Date of Agreement and the Closing Date, Seller shall immediately notify Purchaser in writing, and Purchaser shall elect within ten (10) days from and after such notice either: (a) to ternnate this Agreement in which case this Agreement shall terminate and be of no further force and effect; or (b) to close the transaction contemplated by .this Agreement in accordance with the terms hereof but subject to such proceedings, in which event the Purchase Price shall not be reduced and Seller shall assign to Purchaser all of Seller's rights in any condemnation award or proceeds. Purchaser shall deliver notice of its election to Seller in writing. If Purchaser does not make its election within the aforesaid time period, Purchaser .shall be deemed to have elected to close the transaction contemplated hereby in accordance with clause (b) above. SECTION 9. Representations and Warranties of Seller. Seller represents and warrants to Seller (each of which representations and warranties shall be true as of the Date of Agreement and as of the Closing) as follows: . -6-