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DocuSign Envelope ID:A43F09A5-E094-42413-89137-8241 CD31313584
<br /> violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use,
<br /> generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or
<br /> about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine,
<br /> penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for
<br /> personal injury (including sickness, disease, or death, tangible or intangible property damage,
<br /> compensation for lost wages, business income, profits or other economic loss, damage to the natural
<br /> resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect
<br /> on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall
<br /> close. Seller shall not be responsible for acts or omissions to act post close of this escrow.
<br /> 20. Contingency. It is understood and agreed between the parties hereto that the completion of this
<br /> transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the
<br /> City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said
<br /> acceptance and approval.
<br /> 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed
<br /> by the Seller and City.
<br /> 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of
<br /> which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the
<br /> remaining provisions of this PSA shall remain in full force.
<br /> 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience
<br /> only and are not to be considered in construing this PSA.
<br /> 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the
<br /> State of California.
<br /> 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its
<br /> attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The
<br /> provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon
<br /> any attribution to such party as the source of the language in question.
<br /> 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person
<br /> or entity has or shall acquire any rights hereunder.
<br /> 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute
<br /> and deliver such further documents (in form and substance reasonably acceptable to the party to be charged)
<br /> and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and
<br /> conditions of this PSA, without cost.
<br /> 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the
<br /> benefit of the successors and assigns of the Parties to this PSA.
<br /> 29. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein
<br /> below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and
<br /> shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in
<br /> the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
<br /> 30. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if
<br /> fully set forth in the body of this PSA.
<br /> City Council 20 — 8 5/3/2022
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