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9. Heirs, Assigns, 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 depicted in Exhibit "B" to perform the work described in Paragraph 25.
<br />However, said right of possession and use shall not be exercised prior to the Buyer, or Buyer's agent,
<br />providing Seller with a 48-hour prior written notice to perform the construction items listed in
<br />Paragraph 25 below.
<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 />Orange County Transportation Authority ("OCTA")
<br />550 S. Main Street
<br />P.O. Box 14184
<br />Orange, CA 92863
<br />ATTN: Bill Mock
<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. Expiration 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 September 30, 2011.
<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 />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 />Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation,
<br />permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or
<br />transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity
<br />shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense
<br />arising from or out of any claim, action, suit or proceeding for personal injury (including sickness,
<br />disease, or death, tangible or intangible property damage, compensation for lost wages, business
<br />income, profits or other economic loss, damage to the natural resource or the environment,
<br />nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment).
<br />This indemnity extends only to liability created prior to or up to the date this transaction shall close.
<br />Seller shall not be responsible for acts or omissions to act post close of this transaction.
<br />16. Modification and Amendment. This PSA may not be modified or amended except in writing
<br />signed by the Seller and City.
<br />25D-8
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