RUSSELL, SAMUEL L., ET. AL. 2 - 2004

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(d) Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said portions of real property subject to the Nuno Bros. Market lease, which shall be made nee by Seller of all personal property. 8. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 9. Heirs. Assigns. Etc. This Agreement, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. 10. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 11. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, permission to enter upon said portions of the real property at all reasonable times prior to close of escrow for the purpose of making necessary inspections. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is a settlement of just compensation for its interests in said portions of said real property. The purchase price includes any claim for Seller's interest in fixtures and equipment, goodwill (if any) and severance damages. The purchase price set forth herein is based upon the acquisition of portions of real property set forth herein, and for the widening of the Grand A venue project presently contemplated by the City. To the extent that the City takes or seeks to acquire additional rights, area, or improvements from the remainder of the Seller's real property not conveyed pursuant to this Agreement, within two (2) years nom the date of this agreement, the Seller may treat the purchase price herein as a withdrawal of Deposit of Compensation according to Article 2 of the Eminent Domain Law (Code Civ. Proc. § 1255.210, et seq.). In the event that the Seller treats the purchase price herein as a withdrawal of Deposit of Compensation, the Seller reserves all right to seek greater compensation. The Seller also reserves the right to treat the purchase price herein as a withdrawal of Deposit of Compensation according to Article 2 of the Eminent Domain Law (Code Civ. Proc. § 1255.210, et seq.) if the remainder property suffers physical damage nom the Grand Avenue widening project that is not shown on the current project plans or called for in the City's current construction contract for the project. In the event any of the foregoing matters occurs during the two (2) year period nom the date of this Agreement, City agrees that it will have no right to claim an estoppel by deed as a result of the Grant Deed given by Seller under this Agreement. 13. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92702, County of Orange, State of California. The mailing address of the Seller is: Grand Properties Attn: Peggy Homan P.O. Box 13450 Palm Desert, CA 92255 14. Exceptions. City agrees to accept title to said real property subject to the following: Item 15 through 31 Part II of Schedule B of that certain First American Title Company Litigation Guarantee dated October 10, 2003. 3