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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 are no oral or written (eases on 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
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