ROMAN CATHOLIC BISHOP OF ORANGE (4) -2012

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fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are now vacant, or which may be vacated by present occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the 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. 10. Heirs, Assigns, Successors-in-Interest. This PSA, 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. 11. 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. 12. Permission to Enter on Premises. It is understood and agreed that for project planning and funding purposes the Seller hereby grants to City and authorized agents or contractors, the right of possession to the area described in ATTACHMENT "2" to perform the work described in Paragraph 30a. However, said right of possession and use shall not be exercised prior to the City, or City's agent, providing Seller with a 48-hour prior written notice to perform the construction items listed in Paragraph 30a below. The right to use the property shall continue in effect for a period of six (6) months. All efforts shall be made to complete the described work within the proscribed period of time; however, extraordinary circumstances may occur which may require additional time to complete the work (i.e. rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the time period delineated above, and the occurrence is verified through the contractor or City/State project inspection logs, the City agrees to pay at the rate of $1,108.33 per month, prorated to the actual date of City's termination of use. It is further understood that in no event shall the City's use of the property exceed the early of either the term of the temporary construction easement described above or the project completion date. 13. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 14. 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 92701, County of Orange, State of California. The mailing address of the Seller is: The Roman Catholic Bishop of Orange 2811 E. Villa Real Drive Orange, CA 92867 Attn: Mr. Joe Novoa 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE.