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(c) ,Mendez will not enter into any agreements or undertake any new obligations prior
<br />to Close of Escrow that will in any way burden, encumber or otherwise affect the
<br />Mendez Property without the prior written consent of the City,
<br />(d) Mendez is aware of its obligation under California Health and Safety Code Section
<br />25359.7 to disaluse auy knowledge whlob they otay have regarding any release of
<br />Hazardous Substances (as defined by applicable federal, state and. local statutes,
<br />ndes and regulatinns) upon or under the Mendez Property. Mendez warrants and
<br />represents to the City that Mendez is not aware that any such Hazardous Substances
<br />have been generated, stored or disposed of upon or under the Mendez Property,
<br />(c) To the best of Monde, -Is knowledge the Mendez Property complies with all
<br />applicable laws and governmental regulations including, without limitation, all
<br />applicable federal, state, and local laws pertaining to air and water quality,
<br />hazardous waste, waste disposal, and other environmental matters, including, but
<br />not limited to, the Clean Water, Clean Air, Federal Water Pollution Control., Solid
<br />Waste Disposal, .Resource Conservation Recovery and Comprehensive
<br />Environmental 1t,esponse Compensation and Liability Acts, and the California
<br />Environment Quality Act, and the rules, regulations, and Ordinances Of the City, the
<br />California Department of Health Services, the Regional Water Quality Control
<br />Board, the State Water Resources .Control Board, the Environmental Protection.
<br />Agency, and all applicable federal, state, and local agencies and bureaus.
<br />(fj Mendez hereby represents and guarantees that, subject to :Permitted Delay (as
<br />defined below), it will complete construction and d.avOuprnant of tlic City Property
<br />as commercial office space and begin operation thereof ("Opening Covenant")
<br />within twenty-four (24) months following the Close of Escrow ("opening
<br />Deadline"). Such construction and development must comply with all current state
<br />and local planning, building, and zoning code regulations, If Mendez has not
<br />satisfied the Opening Covenant on or before the Opening Deadline, City may
<br />unilaterally elect to repurchase the City Property from Mendez. The repurchase
<br />deed shall be identical in form to the deed by which title to the City Property was
<br />conveyed by City to Mendez and shall be free and clear of any and all mortgage
<br />liens or other evidence of indebtedness. The purchase price to be paid by City shall
<br />be $650,000. As used herein, the term "Permitted. Delay" shall refer to any delay
<br />resulting from acts of God; fire; earthquake; flood; explosion; action of the
<br />elements; war; invasion; insurrection; riot; mob violence; sabotage; malicious
<br />mischief; inability (.notwithstanding good faith and diligent efforts) to procure (or
<br />goneral shortage 4 labor, equipment, facilities, materials, or supplies in The open
<br />market; failure of transportation; strikes; lookouts; action of labor unions;
<br />condemnation laws; requisition or order of government or civil or military or naval
<br />authorities; or any other similar cause to those stated above, not within Mendez's
<br />reasonable control, Notwithstanding anything to the contrary contained herein, in
<br />no event shall finanoial inability constitute Permitted Delay.
<br />S. Right of Possession
<br />5,1 Ri ht of Possession. In accordance with the terms of the Agroemont for Acquisition of
<br />Tenant -Se ler's Interest In Real Property, executed concurrently with this Agreement, the
<br />Parties agree to deliver to each other quiet and peaceful physical and legal possession of the
<br />Page 6 of 26
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