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19. Releases. WITH RESPECT TO ANY RELEASE SET FORTH IN THIS AGREEMENT <br />RELATING TO UNKNOWN AND UNSUSPECTED CLAIMS, THE CITY HEREBY <br />ACKNOWLEDGES THAT SUCH WAIVER AND RELEASE IS MADE WITH THE ADVICE OF <br />COUNSEL AND WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE <br />CONSEQUENCES AND EFFECTS OF SUCH RELEASE, AND THAT SUCH RELEASE IS <br />MADE WITH THE FULL KNOWLEDGE, UNDERSTANDING AND AGREEMENT THAT <br />CALIFORNIA CIVIL CODE §1542 PROVIDES AS FOLLOWS, AND THAT THE PROTECTION <br />AFFORDED BY SAID CODE SECTION IS HEREBY WAIVED: <br />A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE <br />CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE <br />TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE <br />MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. <br />20. Contingency. It is understood and agreed between the parties hereto that the <br />completion of this transaction, and the escrow created hereby, is contingent upon the specific <br />acceptance and approval of the City herein. The execution of these documents and the <br />delivery of same to Escrow Agent constitutes said acceptance and approval. <br />21. Modification and Amendment. This Agreement may not be modified or amended <br />except in writing signed by the Seller and City. <br />22. 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 />23. 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 <br />Agreement. <br />24. Governing Law. This Agreement shall be governed by and construed in accordance <br />with the laws of the State of California. <br />25. No Reliance By One Partv On 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 their <br />fair meaning, and not for or against any party based upon any attribution to such party as the <br />source of the language in question. <br />26. 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 />27. 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 />28. ADDlicability of Agreement To Assignees. This Agreement shall be binding upon and <br />shall inure to the benefit of the successors and assigns of the parties to this Agreement.