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out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any
<br />Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the
<br />Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation,
<br />permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or
<br />transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity
<br />shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense
<br />arising from or out of any claim, action, suit or proceeding for personal injury (including sickness,
<br />disease, or death, tangible or intangible property damage, compensation for lost wages, business
<br />income, profits or other economic loss, damage to the natural resource or the environment,
<br />nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment).
<br />This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller
<br />shall not be responsible for acts or omissions to act post close of this escrow.
<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
<br />of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect,
<br />but all 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
<br />of 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
<br />provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or
<br />against any 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
<br />other 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
<br />to be charged) and do such other acts and things as are reasonably necessary and appropriate to
<br />effectuate 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
<br />the 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
<br />signature hereinbelow has the power, authority and right to bind their respective parties to each of the
<br />terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any
<br />injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory
<br />or is withdrawn.
<br />25. Construction Contract and Curative Work.
<br />(a) It is understood and agreed by and between the parties hereto in addition to the
<br />compensation shown in Paragraph 2 hereinabove, the Buyer, its contractors or assigns, shall
<br />perform the following construction contract items at the time of the installation of the proposed
<br />project:
<br />i. Remove 150SF of concrete paving (City)
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