25F - RIGHT-OF-WAY OCTA GRADE RAIL SAFETY ENHANCEMENT

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City herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said acceptance and approval. 18. Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Seller and City. 19. 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. 20. 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. 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 22. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the divisibility 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. 23. 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. 24. 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. 25. At?plicability of Agreement To Assignees. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. 26. Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall Indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 27. Construction Contract and Curative Work. (a) It is understood and agreed by and between the parties hereto in addition to the compensation shown in Paragraph 3 hereinabove, the Buyer, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: i. Remove 460SF concrete paving ii. Remove 40LF concrete planter curbing iii. 2 metal bollards (auto stops) iv. Remove 350SF irrigation system v. Remove 350 SF landscaping (b) It is understood and agreed by and between the parties hereto that the compensation paid to Seller through this Agreement includes the value of the cost to remove, relocate, reconstruct and/or refurbish the following improvements located on the Property: Re-work irrigation system Relocate gate entrance card reader 25F-6