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Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation,
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<br /> - permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or
<br /> - transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity
<br /> - shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense
<br /> arising from or out of any claim, action, suit or proceeding for personal injury (including sickness,
<br /> disease, or death, tangible or intangible property damage, compensation for lost wages, business
<br /> income, profits or other economic loss, damage to the natural resource or the environment,
<br /> nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment).
<br /> This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller
<br /> shall not be responsible for acts or omissions to act post close of this escrow.
<br /> 16. Modification and Amendment. This PSA may not be modified or amended except in writing
<br /> signed by the Seller and City.
<br /> 17. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion
<br /> of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect,
<br /> but all the remaining provisions of this PSA shall remain in full force.
<br /> 18. Captions. Captions and headings in this PSA, including the title of this PSA, are for
<br /> convenience only and are not to be considered in construing this PSA.
<br /> 19. Governing Law. This PSA shall be governed by and construed in accordance with the laws
<br /> of the State of California.
<br /> 20. No Reliance By One Parly On The Other. Each party has received independent legal advice
<br /> from its attorneys with respect to the advisability of executing this PSA and the meaning of the
<br /> provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or
<br /> against any party based upon any attribution to such party as the source of the language in question.
<br /> 21. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no
<br /> other person or entity has or shall acquire any rights hereunder.
<br /> 22. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other,
<br /> execute and deliver such further documents (inform and substance reasonably acceptable to the party
<br /> to be charged) and do such other acts and things as are reasonably necessary and appropriate to
<br /> effectuate the terms and conditions of this PSA, without cost.
<br /> 23. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to
<br /> the benefit of the successors and assigns of the Parties to this PSA.
<br /> 24. Authority to Execute Agreement. Each undersigned represents and warrants that its
<br /> signature hereinbelow has the power, authority and right to bind their respective parties to each of the
<br /> terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any
<br /> injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory
<br /> or is withdrawn.
<br /> 25. Construction Contract and Curative Work.
<br /> (a) It is understood and agreed by and between the parties hereto in addition to the
<br /> compensation shown in Paragraph 2 hereinabove, the Buyer, its contractors or assigns, shall
<br /> perform the following construction contract items at the time of the installation of the proposed
<br /> project: NONE
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