JLLC PALM TERRACE APARTMENTS L.P.

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19. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 20. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 21, Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 22. Captions. Captions and headings in this PSA, including the title of this PSA,are for convenience only and are not to be considered in construing this PM. 23. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 24. No Reliance By One Party On The Other, Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PM 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. 25. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 26. 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 PSA,without cost. 27. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 28. 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 PSA, 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. 29. 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 6 hereinabove, the City, its contractors or assigns, shall perform the following construction contract items at the time of the installation of the proposed project: i. NONE All work performed under this Agreement shall conform to all applicable building,fire and sanitary laws, ordinances and regulations relating to such work and shall be completed In a