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<br />6,7. Expiration of CEQA Statute of Limitation. With respect to the State Project,
<br />prior to submittal to the SPWB for acquisition authorization, the statute of limitation period under
<br />the California Environmental Quality Act, as set forth at California Public Resources Code
<br />section 21000, et seq. ("CEQA"), shall have expired.
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<br />6.8, REA. The parties shall have executed and deposited with Escrow Holder that
<br />certain Reciprocal Easement Agreement in the form attached hereto as Exhibit E ("REA"). The
<br />REA shall be recorded immediately following the recordation of the Grant Deed against Seller's
<br />land adjacent to the Real Property, as more particularly described in the REA ("Seller's
<br />Adjacent Real Property") and the Real Property.
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<br />6.9, Construction of City Parking Structure, At least thirty (30) days prior to the
<br />Close of Escrow, Seller shall cause the substantial completion of construction of that certain
<br />parking structure and all improvements related thereto substantially in compliance with the
<br />general description attached hereto as Exhibit G ("City Parking Structure"), subject to
<br />reasonable delays due to Force Majeure. The City anticipates that the substantial completion of
<br />construction of the City Parking Structure will occur by approximately October 31, 2006. The
<br />entire ground floor of the City Parking Structure is intended to be used for parking by the Court's
<br />judges, employees, guests, and invitees, as more particularly described herein and shown on
<br />Exhibit F attached hereto ("State Parking Area"). Seller shall use best efforts to ensure that (I)
<br />the schematic design, appearance, and perimeter security features of the exterior of are
<br />aesthetically, architecturally, and functionally compatible with the proposed State Project for the
<br />purpose of, among other things, prohibiting access and visibility by unauthorized persons into
<br />the State Parking Area, subject to the limitation of Seller's construction budget for the City
<br />Parking Structure; and (ii) Seller's design-build contractor for the City Parking Structure ("City
<br />Parking Contractor") cooperates in good faith with Buyer's architect, Carrier Johnson, to carry
<br />out the intent of this Section 6.9. As used herein, the term "Force Majeure" means any act,
<br />neglect, or delay resulting from adverse weather, acts of God, acts of the public enemy, riots or
<br />civil commotion, embargoes, labor strikes, City-wide lockouts, accidents, fire, war, terrorist acts,
<br />governmental pre-emption in connection with a national emergency, or rules, orders or
<br />regulations of any department, bureau or subdivision of any governmental authority (other than
<br />the City).
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<br />6.10, Termination and Relocation of Easements, By no later than three (3) days
<br />prior to the Closing Date, Seller shall, at its sole cost and expense: (i) cause to be removed and
<br />terminated of record all easements of record against the Real Property, except for the Permitted
<br />Utility Easements; and (ii) obtain a written consent or encroachment permit from SBC
<br />Communications, Inc., the holder of the easement for public utilities and incidental purposes in
<br />the area identified as 1A on Exhibit D and as set forth in a document recorded on April 22, 1971,
<br />in Book 9614, Page 990 of the Official Records of the County of Orange ("SBC Easement"),
<br />permitting the construction and encroachment of the State Project over the SBC Easement.
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<br />6.11. Memorandum of Agreement. By no later than three (3) days following the
<br />Effective Date, Seller shall execute, notarize, and deliver to Escrow Holder the Memorandum of
<br />Agreement in the form attached hereto as Exhibit H, with instructions authorizing Escrow
<br />Holder to record the Memorandum of Agreement in the Official Records of Orange County,
<br />California.
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<br />Page 5
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<br />(Rev. 07/21/05)
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<br />557986.11
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