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18. Land Use Compliance. As a condition precedent to the obligations of Seller pursuant to <br />this Agreement, the City shall execute and deliver to Seller a land use compliance letter, before <br />the close of escrow, in a form acceptable to both City and Seller. <br />19. No Impositions. The City shall not levy or impose against Seller or its property, or any <br />successor or assign of Seller, any special assessments or other impositions seeking contribution <br />to the costs of the work described in Paragraph 31. The provisions of this Paragraph 19 shall <br />survive the close of escrow. <br />20. Damage to Seller's Property. In the event any construction on said real property or the <br />Temporary Construction Easement described in Exhibit "A-1" shall cause or result in any loss <br />or damage to Seller , including any damage to Seller's remaining property or the improvements <br />thereon, the City shall indemnify and hold Seller, including its successors and assigns, harmless <br />from all such losses or damages. The provisions of this Paragraph 20 shall survive the close of <br />escrow. <br />21. Contingency. It is understood and agreed between the parties hereto that the completion <br />of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and <br />approval of the City herein. The execution of these documents and the delivery of same to <br />Escrow Agent constitutes said acceptance and approval. <br />22. Modification and Amendment. This Agreement may not be modified or amended <br />except in writing signed by the Seller and City. <br />23. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or <br />the conclusion of which would adversely affect the validity, legality, or enforcement of this <br />Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain <br />in full force. <br />24. Captions. Captions and headings in this Agreement, including the title of this <br />Agreement, are for convenience only and are not to be considered in construing this Agreement. <br />25. Governing Law. This Agreement shall be governed by and construed in accordance <br />with the laws of the State of California. <br />26. No Reliance by One Party or the Other. Each party has received independent legal <br />advice from its attorneys with respect to the divisibility of executing this Agreement and the <br />meaning of the provisions hereof. The provisions of this Agreement shall be construed as to <br />their fair meaning, and not for or against any party based upon any attribution to such party as <br />the source of the language in question. <br />27. No Third Party Beneficiary. This Agreement is intended to benefit only the parties <br />hereto and no other person or entity has or shall acquire any rights hereunder. <br />28. Duty to Cooperate Further. Each party hereby agrees that it shall, upon request of the <br />other, execute and deliver such further documents (in form and substance reasonably acceptable <br />to the party to be charged) and do such other acts and things as are reasonably necessary and <br />appropriate to effectuate the terms and conditions of this Agreement, without cost. <br />5 <br />956168.doc 11.ROB1 06/1/11 10:45 AM <br />