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EXHIBIT A TO EXHIBIT 4
<br />any such change. If Seller does not elect to terminate this Agreement, Buyer's representation shall be
<br />qualified by such Buyer's Representation Matter and Buyer shall have no obligation to Seller for such
<br />Buyer's Representation Matter.
<br />14. Fair Value Price. The Purchase Price is equal to the amount determined by an
<br />independent appraiser retained by Seller to represent the fair market value of the Real Property. Each of
<br />Buyer and Seller believes that the Purchase Price represents a fair value price for the Real Property.
<br />This Agreement does not require that Buyer undertake any improvements to the Real Property. At such
<br />time, if any, as Buyer makes improvements to the Real Property, the costs for planning, designing, and
<br />constructing such improvements shall be borne exclusively by the Buyer and the Buyer shall construct
<br />or cause to be constructed such improvements in conformity with all applicable laws, including without
<br />limitation labor standard and wage rate requirements to the extent such labor and wage requirements
<br />are applicable.
<br />Buyer, including but not limited to its contractors and subcontractors, shall be
<br />responsible to comply with Labor Code Section 1720, et seq., if applicable, and its implementing
<br />regulations, regarding the payment of prevailing wages (the "State Prevailing Wage Law"), if
<br />applicable, and, if applicable, federal prevailing wage law ("Federal Prevailing Wage Law" and,
<br />together with State Prevailing Wage Law, "Prevailing Wage Laws") with regard to the construction of
<br />improvements to the Real Property, but only if and to the extent such sections are applicable to the
<br />development of the Real Property. Insofar as the parties understand that Buyer is paying a fair market
<br />price for the Real Property, the parties believe that the payment of prevailing wages will not be
<br />required. In any event, Buyer shall be solely responsible for determining and effectuating compliance
<br />with the Prevailing Wage Laws, neither the Seller nor the City makes any final representation as to the
<br />applicability or non -applicability of the Prevailing Wage Laws to improvements to the Real Property,
<br />or any part thereof. Buyer hereby releases from liability, and agrees to indemnify, defend, assume all
<br />responsibility for and hold each of the Seller and the City, and their respective officers, employees,
<br />agents and representatives, harmless from any and all claims, demands, actions, suits, proceedings,
<br />fines, penalties, damages, expenses resulting from, arising out of, or based upon Buyer's acts or
<br />omissions pertaining to the compliance with the Prevailing Wage Laws as to the Real Property. This
<br />Section 14 shall survive Closing.
<br />15. General Provisions.
<br />(a) Indemnification. In addition to the Purchase Price, a material consideration to
<br />Seller in agreeing to sell the Real Property to Buyer pursuant to this Agreement and but for which
<br />Seller would not have agreed to enter into this Agreement or sell the Real Property to Buyer, Buyer:
<br />(i) has agreed to assume all responsibility for terminating, with the consent of Seller, the rights of the Owner
<br />of the Adjacent Property to rent the Real Property, and (ii) has agreed to the remaining provisions of this
<br />Section 15. Buyer agrees to and shall indemnify and hold the Seller, its elected officials, employees, agents
<br />or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature
<br />arising from any claims made by the Owner of the Adjacent Property with respect compliance with
<br />following: i) Title 49 Code of Federal Regulations Part 24, (the "Uniform Relocation Assistance and Real
<br />Property Acquisition Policies for Federal and Federally -Assisted Programs"); ii) California Government
<br />Code § 7260-7277 (the "California Relocation Assistance Law"); iii) Title 25, California Code of
<br />Regulations, Chapter 6, Subchapter 1 (the "California Relocation Assistance and Real Property Acquisition
<br />Guidelines"); and/or iv) any other applicable law (collectively, the "Relocation Assistance Laws"). As part
<br />of the foregoing indemnity, Buyer agrees to protect and defend at its own expense, including attorney's fees,
<br />the Seller, its elected officials, employees, agents or representatives from any and all legal actions based
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