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7. Possession, Seller agrees to deliver to City, on the date the Deed conveying Said Real
<br /> Property to City is recorded, quiet and peaceful possession of Said Real Property.
<br /> 8. Waivers. The waiver by City of any breach of any covenant or agreement herein contained
<br /> on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other
<br /> breach of said covenant or agreement nor a waiver of any breach of any other covenants or
<br /> agreements contained herein.
<br /> 9. Heirs, Asslpns, Successors-in-interest. This PSA, and all the terms, covenants and
<br /> conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and
<br /> assigns of the respective Parties hereto.
<br /> 10. 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 /> 11. Permission to Enter on Premises. It is understood and agreed that for project planning and
<br /> funding purposes the Seller hereby grants to Buyer and authorized agents or contractors, the right of
<br /> possession to the area described In Exhibit "A-1", "B" and "D" to perform the work described in
<br /> Paragraph 25. However, said right of possession and use shall not be exercised prior to the Buyer,
<br /> or Buyer's agent, providing Seller with a 48-hour prior written notice to perform the cons#ruction items
<br /> listed in Paragraph 25 below,
<br /> The right to use the property shall continue in effect for a periad of six (6} months. All efforts shall be
<br /> made to complete the described work within the proscribed period of time; however, extraordinary
<br /> circumstances may occur which may require additional time to complete the work (i.e. rain, labor
<br /> dispute, shortage of materials). It is agreed that should the actual use extend beyond the time period
<br /> delineated above, and the occurrence is verified through the contractor orCity/State project
<br /> inspection logs, the Buyer agrees to pay at the rate of $133.33 per month, prorated to the actual date
<br /> of Buyer's termination of use.
<br /> It Is further understood that in no event shall the Buyer's use of the property exceed the early of either
<br /> the term of the TCE described above or the project completion date.
<br /> 12. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O.
<br /> Box 1988, In the City of Santa Ana 92701, County of Orange, State of California. The mailing
<br /> address of the Seller is:
<br /> Mitchell Family Trust
<br /> Lyle B. Mitchell Trust
<br /> 8961 Ernest Fulsom Drive
<br /> Garden Grove, CA 92841-4606
<br /> 13. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the
<br /> whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all
<br /> issue{s) that were raised or could have been raised in connection with the acquisition of Said Real
<br /> Property by City.
<br /> 14. Exairation of Agreement. This PSA shall terminate and become unenforceable by any Party
<br /> if City has not completed the acquisition of Said Real Property and paid the Purchase Price therefore
<br /> to Seller before March 15, 2010.
<br /> 15, Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and
<br /> against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
<br /> punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising
<br />
<br /> out of, or based upon {i) the presence, release, use, generation, discharge, storage, or disposal of any
<br /> Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the
<br /> 25J-4
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