CARL P. & MARION B. STEVENS TRUST

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I. Priority of City Ordinances and Other Laws. Notwithstanding any provision in this Agreement to the contrary, the approval and acceptance of this Agreement by the City shall not be deemed a waiver or release of any applicable provision of any building permit or development project permit issued by the City for the improvement of the Property, or of any other applicable ordinance or law or the general police power of the City. In the event of any conflict or inconsistency between any provision hereof and any ordinance, law, or the general police power of the City, the latter shall prevail. SECTION 5. LIQUIDATED DAMAGES. In the event the City is required to bring legal action based on nuisance conditions on the Property and/or breach the terms of this Agreement within three (3) years of its execution, the Parties stipulate the imposition of a Twenty -Five Thousand ($25,000) "liquidated damages" provision awarded to City, in addition to actual fees and costs authorized by statute. Such damages shall only be awarded following a judgment with an express finding of fact that Defendants, or any of them, or their assignees, are liable and responsible for such nuisance conditions. SECTION 6. TERMINATION of AGREEMENT. This Agreement shall commence on the Effective Date for a five (5) year term. This Agreement shall terminate and be of no further force or effect upon the mutual written termination of this Agreement by Buyer and City. City agrees that if Buyer (or Buyer's successors or assigns) performs all of its obligations under this Agreement with no violations that remain uncured following written notice and expiration of any applicable cure period, this Agreement shall terminate. SECTION 7. LEGAL ADVICE. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or having knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and they have freely signed this Agreement without any reliance upon any agreement, promise, statement, or representation by or on behalf of the other Party, or in their respective agents, employees or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. SECTION 8. REPRESENTATION AND WARRANTIES OF BUYER. Buyer represents and warrants for the benefit and reliance for the City as follows: A. Buyer validly exists under the laws of the State of California and is authorized to conduct business in California and is authorized to carry on its business being conducted as contemplated in this Agreement; B. Buyer has the power and authority to enter into this Agreement; C. This Agreement shall be a legal, valid and binding obligation of Buyer, enforceable against Buyer and its successors and assigns in interest in the Property, and each portion thereof, in accordance with its terms, subject to bankruptcy and other equitable principles.