|
for said real property, within the meaning of the just compensation clause of Article 1, Section 19 of
<br />the California Constitution, and includes the value of fixtures & equipment (improvements pertaining to
<br />the realty), and severance damages but does not include any goodwill or lost profits . Seller and Buyer
<br />both acknowledge that the purchase price referenced in Paragraph 6 does not include any amount for
<br />any loss of business goodwill or lost profits, and that any claims for loss of business goodwill or lost
<br />profits resulting from the relocation are explicitly retained by Seller. Further, the purchase price
<br />referenced in Paragraph 6 does not include any amount for relocation or relocation costs, as such rights
<br />and obligations are subject to a separate and independent agreement
<br />13. Acknowledgment of Full Benefits and Release.
<br />A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors,
<br />administrators, successors and assigns, hereby acknowledges that this Agreement provides
<br />full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and
<br />unconditionally waives any claims regarding just, compensation for injury to the remainder
<br />("severance damages"); precondemnation damages; claims for inverse condemnation; loss or
<br />impairment of any "bonus value" attributable to any lease; damage to or loss of Improvements
<br />pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or
<br />personal property; any right to repurchase, leaseback from Seller, or receive any financial
<br />gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a
<br />resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to
<br />receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to
<br />enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections
<br />1245.245, 1263.025 and 1263.615; any other rights conferred upon Defendants pursuant to
<br />Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees
<br />and costs. it being understood that this is a complete and full settlement of all acquisition
<br />claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with
<br />the acquisition of the Property by Buyer. This release shall not apply to any claims for loss of
<br />business goodwill as a result of relocation, as such claims are retained by Seller pursuant to
<br />Paragraph 12 above, or any claims arising after the date of execution of this Agreement.
<br />Further, this release shall not affect any rights or obligations pertaining to relocation or
<br />relocation costs, as such rights and obligations are subject to a separate and independent
<br />agreement, as explained in Paragraph 12 above. This release shall survive the Close of
<br />Escrow.
<br />B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal
<br />authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and
<br />assigns, hereby fully releases Buyer, its successors, agents, representatives (including
<br />attorneys), and assigns, and all other persons and associations, known or unknown, from all
<br />claims and causes of action by reason of any damage which has been sustained by Seller, or
<br />may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to
<br />construct the works of improvement thereon, or any preliminary steps thereto. This
<br />Agreement does not, and shall not be construed to, require Seller to indemnify Buyer for
<br />damages which may arise as a result of Buyer's efforts to construct improvements on the
<br />Property.
<br />14. 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, and State of California. The mailing
<br />address of the Seller is 18060 S. 3d Street Fountain Valley, CA 92708.
<br />15. Exceptions. City agrees to accept title to said real property subject to the following: NONE.
<br />16. 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 />
|