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7. ~. Possession. Seller agrees to deliver to City, on the date the Deed conveying Said Real
<br />- - Property to City is recorded, quiet and peaceful possession of Said Real Property.
<br />8. Waivers. The waiver by City of any breach of any covenant or agreement herein co i
<br />on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other
<br />breach of said covenant or agreement nor a waiver of any breach of any other covenants or
<br />agreements contained herein.
<br />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 described in Exhibit "A-1 ", "B" and "D" to perform the work described in
<br />Paragraph 25. However, said right of possession and use shall not be exercised prior to the Buyer,
<br />or Buyer's agent, providing Seller with a 48-hour prior written notice to perform the construction items
<br />listed in Paragraph 25 below.
<br />The right to use the property shall .continue in effect for a period of twelve (12) months. All efforts
<br />shall be made to complete the described work within the proscribed period of time; however,
<br />extraordinary circumstances may occur which may require additional time to complete the work (i.e.
<br />rain, labor dispute, shortage of materials). It is agreed that should the actual use extend beyond the
<br />time period delineated above, and the occurrence is verified through the contractor or City/State
<br />project inspection logs, the Buyer agrees to pay at the rate of $15.83 per month, prorated to the
<br />actual date of Buyer's termination of use.
<br />It is further understood that in no event shall the Buyer's use of the property exceed the early of either
<br />the term of the TCE described above or the project completion date.
<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 />Hannah Industries, Inc.
<br />c/o South Coast Water
<br />401 S. Santa Fe Street,
<br />Santa Ana, CA 92705-4139
<br />ATTN: Roy E. Hall
<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 31, 2009.
<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
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