25L - AGMT - BRISTOL IMPROVEMENTS PHASE 3A

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7. Possession. Seller agrees to deliver to City, on the date the Grant Deed conveying the Property to City is recorded, quiet and peaceful possession of the Property, which shall be made free by Seller of all personal property. 8. Rental and Occupancy 63y Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver the same to City within twenty -one (21) days of receipt thereof 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 vacant as of the date that this PSA is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the 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. 9. Waivers. The waiver by City of any breach of any covenant or provision 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 provision, nor a waiver of any breach of any other covenants or provision 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. 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. 13. Acknowledgment of Full Benefits and Release A. By execution of this Agreement, Seller, on behalf of itself, successors and assigns, hereby acknowledges that this PSA provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury; precondemnation damages; claims for inverse condemnation; loss of goodwill and /or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and /or personal property; any right to repurchase, leaseback, or receive any financial gain from, the sale of any portion of the Property, or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Seller pursuant to Code of Civil Procedure sections 1245245 and 1263.615 and 1263.D25; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. 25L -17