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GRANTOR: PACIFIC BELL TELEPHONE COMPANY APN: 941-1300-17 AND 941.1300.18
<br /> PROJECT: JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT
<br /> sanitary laws, ordinances, and regulations relating to such work, including the Street
<br /> Improvement Plan and the Traffic Control Plan, and shall be done in a good workmanlike
<br /> manner. All structures, improvements or other facilities, when removed, and relocated, or
<br /> reconstructed by the CITY or its authorized agent, shall be left in as good condition as found.
<br /> 6. Indemnification. CITY shall indemnify, defend, and hold harmless GRANTOR from and
<br /> against all claims, causes of action, damages, liabilities, cost and expenses (including
<br /> reasonable attorney fees and costs), arising from or related to CITY's use of the Property and
<br /> exercise of CITY's rights under this Agreement, except as to claims, causes of action, damages,
<br /> liabilities or costs due to GRANTOR's sole negligence or willful misconduct.
<br /> 7. Right of Possession and Use. CITY's right of possession and use of the Fee, Easement
<br /> and TCE, including the right to remove and dispose of improvements, and install and connect
<br /> utilities, shall commence on the date the amount of funds as specified in Section 3.A herein are
<br /> deposited into the escrow controlling this transaction and released from such escrow to
<br /> GRANTOR. The consideration shown in Section 3.A includes, but is not limited to, full payment
<br /> for the possession and use from that 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. CITY shall prepare and file escrow instructions in accordance with
<br /> this Agreement, which escrow instructions shall be approved by GRANTOR prior to filing with
<br /> escrow agent.
<br /> 10. Hazardous Wastes. The acquisition price of the Fee, Easement and TCE being acquired in
<br /> this transaction reflects the fair market value of the Property without the presence of
<br /> contamination. If the Property being acquired is found to be contaminated by the presence of
<br /> hazardous waste which requires mitigation under Federal or State law, the CITY may elect to
<br /> recover its clean-up costs from those who caused or contributed to the contamination.
<br /> GRANTOR shall further indemnify, defend, save and hold harmless the CITY from any and all
<br /> claims, costs and liability, including reasonable attorney's fees, for any damage, injury or death
<br /> to persons or property arising from the existence of toxic or hazardous material on the property
<br /> caused by GRANTOR, save and except claims, costs or litigation arising through the sole
<br /> negligence or willful misconduct of the CITY.
<br /> 11. No Leases. GRANTOR warrants that there are no oral or written leases on all or any
<br /> portion of the Fee, Easement and TCE exceeding a period of one month. GRANTOR agrees to
<br /> hold CITY harmless and reimburse CITY for any of its losses and expenses occasioned by
<br /> reason of any lease of the Fee, Easement and TCE held by a tenant for a period exceeding one
<br /> month.
<br /> 12. Release of All Claims. This is intended as a full and complete release of all or any claims
<br /> that either GRANTOR or CITY has against the other and is in full settlement of any and all such
<br /> claims and intends to and does hereby release GRANTOR and CITY of and from any and all
<br /> liability of any nature whatsoever for all claims or causes of action including those for all
<br /> consequences, effects and results of any loss, injury or damage,whether the same are now known
<br /> or unknown to the undersigned, expected or unexpected by the undersigned, or have already
<br /> appeared or developed or may now be latent or may in the future appear or develop. GRANTOR
<br /> hereby acknowledges that the compensation paid to GRANTOR through this Agreement
<br /> constitutes the full and complete settlement of any and all claims against the CITY, by reason of
<br /> CITY's acquisition of the Fee, Easement and TCE, specifically including, but not limited to, any and
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