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14. 'Expiration of Agreement. This PSA shall terminate and become unenforceable by any Party if <br />City has not completed the acquisition of Said Real Property and paid the Purchase Price therefore to <br />Seller before November 30, 2009. <br />15. Condition of Property. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS <br />AGREEMENT OR IN ANY DOCUMENTS TD BE DELIVERED BY SELLER TO CITY AT THE <br />CLOSING, SELLER HAS NOT MADE, AND CITY HAS NOT RELIED ON: ANY INFORMATION, <br />PROMISE, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE <br />PROPERTY TO BE CONVEYED HEREUNDER (WHETHER MADE BY SELLER, ON SELLER'S <br />BEHALF OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF <br />THE PROPERTY, TITLE TO OR THE BOUNDARIES OF THE PROPERTY, PEST CONTROL <br />MATTERS, SOIL CONDITIONS, THE PRESENCE, EXISTENCE OR ABSENCE OF HAZARDOUS <br />MATERIALS, TOXIC SUBSTANCES OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH <br />BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS, <br />STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, MARKET <br />DATA, ECONOMIC CONDITIONS OR PROJECTIONS, THE ADEQUACY OF THE PROPERTY FOR <br />CITY'S INTENDED USE, AND ANY OTHER INFORMATION PERTAINING TO THE PROPERTY OR <br />THE MARKET AND PHYSICAL ENVIRONMENTS IN WHICH IT IS LOCATED. THIS SECTION 15 <br />SHALL SURVIVE THE CLOSING. <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 of <br />which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all <br />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 of <br />the State of California. <br />20. No Reliance By One Party 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 provisions <br />hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any <br />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 other <br />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 (in form and substance reasonably acceptable to the party to <br />be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate <br />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 the <br />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 signature <br />hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this <br />PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or <br />damages to City in the event that such authority or power is not, in fact, held by the signatory or is <br />withdrawn. <br />Page 3 of 13 <br />