MENDEZ, DIANNE ROSE - 2018 - Laserfiche WebLink

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(c) Mendez will not enter into any agreements or undertake any new obligations prior to Close of Escrow that will in any way burden, encumber or otherwise affect the Mendez Property without the prior written consent of the City. (d) Mendez is aware of its obligation under California Health and Safety Code Section 25359.7 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as defined by applicable federal, state and local statutes, rules and regulations) upon or under the Mendez Property. Mendez warrants and represents to the City that Mendez is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the Mendez Property. (e) To the best of Mendez's knowledge the Mendez Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the City, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. (f) Mendez hereby represents and guarantees that, subject to Permitted Delay (as defined below), it will complete construction and development of the City Property as commercial office space and begin operation thereof ("Opening Covenant") within twenty-four (24) months following the Close of Escrow ("Opening Deadline"). Such construction and development must comply with all current state and local planning, building, and zoning code regulations. If Mendez has not satisfied the Opening Covenant on or before the Opening Deadline, City may unilaterally elect to repurchase the City Property from Mendez. The repurchase deed shall be identical in form to the deed by which title to the City Property was conveyed by City to Mendez and shall be free and clear of any and all mortgage liens or other evidence of indebtedness. The purchase price to be paid by City shall be $650,000. As used herein, the term "Permitted Delay" shall refer to any delay resulting from acts of God; fire; earthquake; flood; explosion; action of the elements; war; invasion; insurrection; riot; mob violence; sabotage; malicious mischief; inability (notwithstanding good faith and diligent efforts) to procure (or general shortage of) labor, equipment, facilities, materials, or supplies in the open market; failure of transportation; strikes; lockouts; action of labor unions; condemnation laws; requisition or order of government or civil or military or naval authorities; or any other similar cause to those stated above, not within Mendez's reasonable control, Notwithstanding anything to the contrary contained herein, in no event shall financial inability constitute Permitted Delay, 5. Right of Possession 5.1 Right of Possession. In accordance with the terms of the Agreement for Acquisition of Tenant -Seller's Interest in Real Property, executed concurrently with this Agreement, the Parties agree to deliver to each other quiet and peaceful physical and legal possession of the Page 6 of 26