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prorated as of the close of escrow on the basis of a 30 -day month/360-day year consistent with that
<br />statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are
<br />vacant as of the date that this agreement is executed by seller, or which may be vacated by present
<br />occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by
<br />keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits
<br />pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall
<br />be transferred to and become the property of City during escrow.
<br />Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements,
<br />tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless
<br />from all liability from any such leases or agreements. Seller also warrants that there are no oral or written
<br />leases on all or any portion of the subject property exceeding a period of one month.
<br />9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the
<br />part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said
<br />covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein.
<br />10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions
<br />hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective
<br />Parties hereto.
<br />11. Time Is of the Essence. In all matters and things hereunder to be done and in all payments
<br />hereunder to be made, time is and shall be of the essence.
<br />12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation
<br />at fair market value for said real property and includes payment for fixtures & equipment (improvements
<br />pertaining to the realty), goodwill (if any), and severance damages.
<br />13. Acknowledgment of Full Benefits and Release
<br />A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators,
<br />successors and assigns;, hereby acknowledges that this Agreement provides full payment for the
<br />acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any
<br />claim for compensation for injury to the remainder ("severance damages"); precondemnation
<br />damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of
<br />any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the
<br />realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any
<br />right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion
<br />of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil
<br />Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure
<br />section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of
<br />Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers
<br />pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's
<br />fees and costs. It being understood that this is a complete and full settlement of all acquisition
<br />claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the
<br />acquisition of the Property by Buyer. This release shall survive the Close of Escrow.
<br />B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority.
<br />Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully
<br />releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all
<br />other persons and associations, known or unknown, from all claims and causes of action by reason of
<br />any damage which has been sustained by Seller, or may be sustained by Seller, as a result of
<br />Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any
<br />preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seiler to
<br />25F-10
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