75A - PUB HRG SALE OF CITY SURPLUS

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14. Expiration of Agreement. This Agreement shall expire and terminate if Buyer has not completed the acquisition of the Real Property and paid the Purchase Price to City on or before March 31, 2008. 15. Indemnity. Buyer shall indemnify and hold harmless City from and against any and all claims, demands, liabilities, costs, expenses (including reasonable attorneys' fees), damages and losses, cause or causes of action and suit or suits of any nature whatsoever arising out of Buyer's entry onto City's land and/or the construction of the project for which Buyer is acquiring the Real Property from City; provided, however, that Buyer shall not be obligated to indemnify City for any matter which a trier of fact determines to have been caused by the negligence or willful misconduct of City. This indemnity shall survive the delivery and recording of the quit claim deed conveying the Real Property. 16. Contin ency. It is understood and agreed between the parties hereto that the completion of this transaction, is contingent upon the specific acceptance and approval of the Buyer herein. Execution of this Agreement by Buyer shall conclusively constitute said specific acceptance and approval. 17. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the City and Buyer. 18. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 10. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 21. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisibility of executing this Agreement and the meaning of the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 22. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and no other person or entity has or shall acquire any rights hereunder. 23. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this Agreement, without cost. 3 75A-13