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7. ~ Possession. Seller agrees to deliver to City, on the date the Deed conveying Said Real Property
<br />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 contained on
<br />the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of
<br />said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained
<br />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 assigns of
<br />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, or
<br />Buyer's agent, providing Seller with a 48-hour prior written notice to perform the construction items listed
<br />in Paragraph 25 below.
<br />The right to use the property shall continue in effect for a period of six (6) months. All efforts shall be
<br />made to complete the described work within the proscribed period of time; however, extraordinary
<br />circumstances may occur which may require additional time to complete the work (i.e. rain, labor
<br />dispute, shortage of materials). It is agreed that should the actual use extend beyond the time period
<br />delineated above, and the occurrence is verified through the contractor or City/State project inspection
<br />logs, the Buyer agrees to pay at the rate of $49.17 per month, prorated to the actual date of Buyer's
<br />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 />Buyer agrees to indemnify and defend and hold the Seller and its members and agents harmless from
<br />and 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 out of,
<br />or based upon Buyer or Buyer's agents entry on to or performing work on the area described in Exhibit
<br />"A-1 ", "B" and "D."
<br />12. 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:
<br />Ferruzzo &Ferruzzo, LLP
<br />Attn: Thomas G. Ferruzzo
<br />3737 Birch Street, Suite 400
<br />Newport Beach, California 92660
<br />13. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole
<br />of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that
<br />were raised or could have been raised in connection with the acquisition of Said Real Property by City.
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