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federal, state, and local laws pertaining to air and water quality, hazardous waste,
<br />waste disposal, and other environmental matters, including, but not limited to, the
<br />Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal,
<br />Resource Conservation Recovery and Comprehensive Environmental Response
<br />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 />(fj JPacific hereby represents and guarantees that, subject to Permitted Delay (as defined
<br />herein), it shall develop the City Property into a residential development that
<br />complies with the R2 Zone (Two Family Residential) development standards on or
<br />before the date that is Forty -Eight (48) months following Close of Escrow (the
<br />"Development Deadline"). For purposes of this Agreement, JPacific shall satisfy the
<br />Development Deadline when a certificate of occupancy has been issued. If JPacific
<br />does not satisfy the Development Deadline, City may, as its sole and exclusive
<br />remedy, elect to repurchase the City Property from JPacific (the "Repurchase Right")
<br />pursuant to the terms and conditions below. City shall provide written notice to
<br />JPacific of its exercise (the "Exercise Notice") within sixty (60) days following the
<br />Development Deadline (the "Exercise Window"). The Exercise Notice shall propose
<br />a date for closing which is no less than forty-five ( 45) days, nor more than sixty 60)
<br />days, following the date of the Exercise Notice, with such closing then occurring on
<br />a date mutually convenient to both City and JPacific (the "Repurchase Closing
<br />Date"). If (a) City fails to deliver its Exercise Notice to JPacific within the Exercise
<br />Window, or (b) JPacific satisfies the Development Deadline after receipt of the
<br />Exercise Notice but prior to the Repurchase Closing Date, then the Repurchase Right
<br />shall automatically terminate and be of no further force and effect, and City shall
<br />deliver to JPacific, upon JPacific's request, a written instrument in recordable form,
<br />to be prepared by JPacific and subject to City's reasonable approval, which would
<br />remove the Repurchase Right from title to the City Property. The repurchase deed
<br />shall be identical in form to the deed by which title to the City Property was originally
<br />conveyed by City to JPacific and shall be free and clear of any and all mortgage lien
<br />or other evidence of indebtedness. The purchase price to be paid to JPacific by City
<br />for the City Property shall be the higher price of $690,000 or the fair market value at
<br />the Development Deadline.' City's exercise of the Repurchase Right shall be City's
<br />sole and exclusive remedy for JPacific's failure to satisfy the Development Deadline.
<br />Notwithstanding anything to the contrary set forth herein, if City elects to exercise its
<br />Repurchase Right, in no event may any consideration be paid to JPacific be in a form
<br />other than cash. 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 elements;
<br />war; invasion; insurrection; riot; mob violence; sabotage; malicious mischief,
<br />inability (notwithstanding good faith and diligent efforts) to procure (or general
<br />shortage of) labor, equipment, facilities, materials, or supplies in the open market;
<br />failure of transportation; strikes (other than any strike resulting from acts of JPacific);
<br />lockouts; action of labor unions; condemnation laws; requisition or order of
<br />government or civil or military or naval authorities; or any other similar cause to
<br />those stated above, not within JPacific's reasonable control. Notwithstanding
<br />anything to the contrary contained herein, in no event hall financial inability
<br />constitute Permitted Delay.
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