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11. 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 />12. Just Compensation. Seller acknowledges and agrees that said purchase price is just
<br />compensation at fair market value for Said Real Property and includes payment for fixtures & equipment
<br />(improvements pertaining to the realty), goodwill (if any), and severance damages.
<br />13. Acknowledgment of Full Benefits and Release.
<br />A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators,
<br />successors and assigns, hereby acknowledges that this Agreement provides full payment for the
<br />acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any
<br />claim for compensation for injury to the remainder ("severance damages"); precondemnation
<br />damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment
<br />of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to
<br />the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal
<br />property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the
<br />sale of any portion of the Property, or challenge Buyer's adoption of a resolution of necessity,
<br />pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant
<br />to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed
<br />upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any
<br />other rights conferred upon Defendants pursuant to Code of Civil Procedure sections 1245.245
<br />and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a
<br />complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature
<br />whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release
<br />shall survive the Close of 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 construct
<br />the works of improvement thereon, or any preliminary steps thereto. This Agreement does not,
<br />and shall not be construed to, require Seller to indemnify Buyer for damages which may arise as
<br />a result of Buyer's efforts to construct improvements on the Property.
<br />14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box
<br />1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the
<br />Seller is 5850 Canoga Avenue, Ste. 650, Woodland Hills, CA 91367.
<br />15. Exceptions. City agrees to accept title to Said Real Property subject to the following: NONE.
<br />16. Relocation of Two Pole Signs and Quitclaim of Dedicated Property. As a condition to the
<br />City's acquisition of the Property, Seller has two (2) pole signs that must be relocated. See Exhibit D
<br />which depicts the 2 pole signs in their current location, and depicts the new location where the 2 new
<br />pole signs will be erected. The City will also be quitclaiming a certain portion of previously dedicated
<br />land to Seller, as also described on Exhibit D (showing an approximate 11 foot offset). Said land was
<br />previously acquired by the City by way of land dedication on January 13, 1998, The City will quitclaim the
<br />11' offset as depicted in Exhibit D upon completion of the City's street widening and construction of
<br />improvements
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