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Compensation and Liability Acts, and the California Environment Quality Act, and
<br />the rules, regulations, and ordinances of the City, the California Department of Health
<br />Services, the Regional Water Quality Control Board, the State Water Resources
<br />Control Board, the Environmental Protection Agency, and all applicable federal,
<br />state, and local agencies and bureaus.
<br />(f) Manh makes the following representations and warranties with respect to the
<br />Property, each of which shall survive Close of Escrow. Manh hereby represents and
<br />guarantees that it will complete construction and development of one of the following
<br />four City properties, Parcels C2, C3, C8, and P 1, for the permitted uses per the City's
<br />Bristol Street Specific Plan within 48 months following the Close of Escrow. Manh
<br />further represents and guarantees that the next two parcels will be completed within
<br />84 months and the final parcel will be completed within 120 months. These
<br />timeframes shall be tolled by any delays directly attributable to the actions or
<br />inactions of the City, by any natural causes outside the control of either party ("Force
<br />Majeure"), or by mutual agreement of the parties. If Manh does not comply with
<br />these guarantees within the timeframes provided, the City shall have the right to
<br />repurchase the City Property, including any and all improvements to the properties
<br />completed by Manh, in exchange for payment by the City to Manh of eighty percent
<br />(80%) of the Purchase Price, $2,549,800 for Parcel C2, $1,268,300 for Parcel C3,
<br />$1,211,500 for Parcel C8 and $870,400 for Parcel Pl. Following the development
<br />deadline in this section, City shall provide a 180 day written Notice to Perform prior
<br />to formally initiating the repurchase of the City Property.
<br />5. Right of Possession
<br />5.1 Right of Possession. The Parties agree to deliver to each other quiet and peaceful physical
<br />and legal possession of the respective Properties, free of all personal property, effective as
<br />of the Close of Escrow.
<br />6. As -Is Condition
<br />6.1 As -Is Condition. Parties shall rely solely and exclusively upon the results of their own Due
<br />Diligence Investigations of the subject Properties with regard to any physical condition or
<br />state of the Properties. By completing the exchange of the Properties, Parties evidence their
<br />unconditional acceptance of the condition of each respective Property. Parties acknowledge
<br />and agree that each is acquiring its respective Property on an "AS -IS," "WHERE -IS" basis.
<br />Parties are not offering to acquire the respective Property based on any representation by the
<br />other Party, or a third party, except those expressly set forth in this Agreement. Parties
<br />hereby acknowledge that the exchange of the Properties is without warranties of any kind
<br />from the other Party, expressed or implied, except as expressly set forth in this Agreement,
<br />as to the condition of the subject Property or its improvements, if any, including, without
<br />implied limitation, soils, access to the subject Property or to utilities, appliances, structure
<br />utility systems, roof, foundation, landscaping or any other component of the subject Property.
<br />Parties do not warrant that either Property conforms with any ordinances, including, without
<br />implied limitation, zoning or building ordinances.
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