|
GRANTOR: 7164 JOHNSON DRIVE HOLDINGS, LLC APN: 941-1311-022-1
<br />PROJECT: JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT
<br />exercise of CITY's rights under this Agreement, except as to action, damages, liabilities or costs
<br />due to GRANTOR's negligence or willful misconduct.
<br />7. Right of Possession and Use. CITY's right of possession and use of the Permanent
<br />Easement and TCE, including the right to remove and dispose of improvements, and install and
<br />Connect utilities, shall commence on the date the amount of funds as specified in Section 3.A
<br />herein are deposited into the escrow controlling this transaction. The consideration shown in
<br />Section 3.A includes, but is not limited to, full payment for the possession and use from that
<br />date, including interest and damages if any.
<br />8. Notice to Successors_ If GRANTOR sells, conveys or assigns any property interest
<br />encumbered by this Agreement before the CITY exercises its rights, GRANTOR shall notify the
<br />successor or assignor of the rights and obligations under this Agreement.
<br />9. Escrow Instructions. GRANTOR authorizes CITY to prepare and file escrow instructions
<br />in accordance with this Agreement on behalf of both parties.
<br />10. Hazardous Materials. CITY represents to GRANTOR that CITY has conducted, or will
<br />conduct prior to the close of escrow for this transaction, such investigations of the Property,
<br />including but not limited to the physical and environmental conditions thereof, as CITY deems
<br />necessary to satisfy itself as to the condition of the Property and the existence or nonexistence
<br />or curative action to be taken with respect to any Hazardous Materials on or discharged from the
<br />Property, and that CITY will rely solely upon same and not upon any information provided by or
<br />on behalf of GRANTOR or its agents or employees with respect thereto. Upon the close of escrow
<br />for this transaction, CITY shall assume the risk that adverse environmental conditions may not
<br />have been revealed by CITY's investigations, and CITY, upon the close of escrow, shall be
<br />deemed to have waived, relinquished and released GRANTOR (and GRANTOR's officers,
<br />directors, members, employees, and agents, and any lender(s) whose names have been provided
<br />to CITY in writing) from and against any and all claims, demands, causes of action (including
<br />causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys'
<br />fees, court costs, and costs of any appeal) of any and every kind or character, known or unknown,
<br />which CITY might have asserted or alleged against GRANTOR (or GRANTOR's officers,
<br />directors, members, employees, agents and lender(s)) at any time by reason of or arising out of
<br />the presence of Hazardous Materials at the Property or any violations of any applicable
<br />environmental laws. As part of the provisions of this Section 10, but not as a limitation thereon,
<br />CITY hereby agrees, represents and warrants that the matters released herein are not limited to
<br />matters which are known or disclosed, and CiTY hereby waives any and all rights and benefits
<br />which it now has, or in the future may have conferred upon it, by virtue of the provisions of federal,
<br />state or local law, rules or regulations, including without limitation Section 1542 of the Civil Code
<br />of the State of California, as set forth in Section 12 below.
<br />11. No Leases. GRANTOR warrants that there arra no oral or written I6ases an all or any
<br />portion of the Permanent Easement and TCE exceeding a period of one month; provided,
<br />however. that notwithstanding the foregoing. GRANTOR discloses to CITY that GRANTOR has
<br />leased the building situated on the Property to a third party, which third party has certain rights
<br />to use that portion of the Property lying outside of the building. GRANTOR has notified such
<br />tenant of CITY's planned work at the Property. GRANTOR agrees to hold CITY harmless and
<br />reimburse CITY for any of its losses and expenses occasioned by reason of any lease of the
<br />Permanent Easement and TCE held by a tenant for a period exceeding one month.
<br />12. Release of All Claims. This is intended as a full and complete release of all or any claims
<br />that either party has against the other and is in full settlement of any and all such claims and
<br />intends to and does hereby release all of said persons, firms, associations and corporations of and
<br />Page 4O/7
<br />
|