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and all causes of action or claims against any of such persons for (a) any and all liability <br />attributable to any physical condition of or at the said real property, including, without limitation, <br />the presence on, under or about the said real property of any hazardous materials; and (b) any <br />and all liability resulting from the failure of the said real property to comply with any applicable <br />laws, including, without limitation, any environmental law. The provisions of this Paragraph 10 <br />shall survive Closing. <br />11. Heirs, Assigns, Successors in Interest. This Agreement, and all the terms, covenants <br />and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and <br />assigns of the respective parties hereto. <br />12. Time is of the Essence. In all matters and things hereunder to be done and in all <br />payments hereunder to be made, time is and shall be of the essence. <br />13. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents, <br />permission to enter upon said real property at all reasonable times prior to close of escrow for the <br />purpose of making necessary inspections, provided, however, any such entry on said real <br />property shall be for inspection purposes only, and no construction or other similar activity shall <br />be conducted on said real property until the closing of escrow shall occur with respect to the sale <br />of said real property to Buyer. <br />The City shall pay and shall indemnify, defend and hold Seller and it successors and assigns <br />harmless from any loss, damage or expense arising out of activities carried on by the City or its <br />agents or contractors on said real property or on the lands burdened by the Temporary <br />Construction Easement. The provisions of this Paragraph 13 shall survive the close of escrow. <br />14. Just Compensation. Subject to the provisions of this Agreement, Seller acknowledges <br />and agrees that said purchase price is just compensation at fair market value for said real <br />property and includes payment for fixtures and equipment, improvements pertaining to the <br />realty, goodwill (if any), and severance damages. <br />15. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, <br />P.O. Box 1988, in the City of Santa Ana 92702, County of Orange, State of California. The <br />mailing address of the Seller is: <br />CP Arbors Apartments, LLC. <br />1000 Sansome Street, Suite 180 <br />San Francisco, California 94111 <br />ATTN: Mr. Daniel Byrd, Asset Manager <br />16. Exceptions. City agrees to accept title to said real property subject to all matters <br />affecting title to the Property excepting any deeds of trust or other monetary encumbrances <br />created by, through or under Seller. <br />17. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the <br />whole of their Agreement. Performance of this Agreement by City shall lay at rest, each, every, <br />and all issue(s) that were raised or could have been raised in connection with the acquisition of <br />said real property by City. <br />956168.4 FLROBI 11/19/102:20PM 4 <br />25K-8