Item 07 - Purchase of Real Property for Future Water Resources and Park Facilities

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pena l ty, puni tive damage , cost , or expense arising fr om or out of any claim , action , sui t or proceedi ng for perso nal in j ury (including sickness , disease , o r death , tangible or intang ible property damage , compensatio n fo r lo st wages . business income . profits or other economic l oss , damage to the natural reso urce or the e n vironment, nuisance, pollution, contam i nation , l eak, spill , release , or other adverse effect o n th e e nv iro nme nt). This indemnity extends only to li ability created prior to or u p to the da te this escrow sha ll close Seller sh all not be responsible for acts or o mi ss ions t o act post close of th is escrow. 20. Con tinge ncy . It is understood and agreed betwee n the parties hereto that the comp letion o f t his transaction , a nd the escrow created hereby, is conti nge nt up on the specific accepta nce and approva l of the City here in . T he execution of this PSA and the delivery of same to Escrow Age nt constitute said acceptance and approval 21. Modif ication a nd Amendment. This PSA m ay n ot be mo difi ed or amended exce pt i n w ri ting si gned by th e Seller a nd City . 22 . Partia l Inva l id ity . Any provision of th is PS A that is unenforceable or inva lid or the conclu s ion of which would adve rsely affect the val idity, legality , or enforcemen t of this PSA shall have no effect, but all the rema in ing prov isions of th i s P SA shall remain in f ull force. 23 . Capt ions. Cap tions a nd headi ng s in this P SA , i ncludi ng th e title of th is PSA, are for co nvenience on ly a nd are not to be cons id ered i n construing th is PSA. 24. Govern ing L aw . Th i s P SA shall be gove rn e d by and construed in accordance with the laws o f the State of Ca l ifornia. 25. No Re liance By One Party On Th e Othe r . Each party has received inde pendent lega l advice from its attorneys with respec t to the advisabil ity of e xecuting th is PSA and the meaning o f th e provisions he reof. The provi sions of th is PS A shall be con stru ed as to their fai r meaning , and not fo r or against any pa rt y base d upo n any a ttribut io n to such party as the source of the langu age in question. 26. No Third Party B e n efi c iary . This PSA is intended to benefi t on ly the Parties hereto and no other person or entity has or shall acquire any righ ts hereunder. 27 . Duty To Cooperate Furth er . Each party he reby ag rees tha t it sha ll , upon request of th e other, execute and deliver such furt her docum e nts (i n fo rm and s ub sta nce reaso na bly acceptable to the pa rt y to be charged ) and d o such other a c ts and thi n gs as are reasonab ly necessary and appropriate to effec tua te the ter ms and conditions of this PS A , w ith out cost. 28. Appl ica bility of Agreement T o Assignees . This PSA shall be bind ing upon and shall inure to the benefi t of th e successors and assigns of the Pa rti es to this PSA. 29. Auth o rity to Exec ute A gree m e nt. Each u nders igned rep resen ts and warrants tha t its signat ure he rein be low has th e power, authority and right to bi nd th eir respective parties to each o f the terms of this PSA , and shall indemn ify Ci ty fu ll y , including reasonab le costs and attorney's fees , for any inj uries or damages to Ci ty in the e vent th at such authority or power i s not, in fa ct, held by the signa tory or is withdrawn. 30. In corpo ration of Ex hibits . A ll Exhibits referen ced here in and attached he reto shall be incorporated as if fu lly se t forth 111 the body of this PSA.