2005 AGN OCT 04 Closed Session C

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PARTY OR ANY PERSON REPRESENTING: ANY OTI Jx, PARTY TG THIS AGREEMENT. (h) EACII PARTY FURTHER REPRESENTS AND WARRANTS THAT ITS EXECUTION OF THIS AGREEMENT AND, SPECIFICALLY, THE .RELEASES CONTAINED IN THIS PARAGJkPII 4, IS FREE AND VOLUNTARY AND IS NOT GIVEN UNDER Dt.JRESS. (i) THE R.EI.EASES CONTAINED IN THIS PARAGRAPH 4 DO NOT CONSTITUTE AN ADMISSION OF LIABILITY BY ANY .PARTY. 6. Representation of No Assiwnnient. The Sellers represent and warrant that tide Sellers have made no assignment, transfer, or other disposition of the Purchase Agreement,. any interest in the Purchase Agreenle.nt, or any demand, obli*ation, liability. or cause of action arising out of the Purchase Agreement. The City represents and warrants that the City has made no assignment, transfer, or other disposition of the Purchase 'Agreement, any interest in the Purchase Agreement, or any demand, obligation, liability, or cause of action arising out of the Purchase Agreement. 7. Amendment. No amendment or modification of this Agreement shall be effective, unless it is made in writing and signed by the Party against whom the addition or modification is sought to be enforced. The Party benefited by any condition oi- obligation may waive the same, but such waiver shall not be enforceable by another Party, unlCss it is made in writing and signed by the waiving Party. 8. Severability. If any provision of this Agreement as applied to any Party or to any circumstance is adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, this fact shall in .no way affect (to the maximum extent permissible by la«r) mly other provision of this Agreement, the application of any such provision under circumstances different .from those aeljudicated by the court, or the validity or enforceability of this Agreement as a whole. 9. Headings. Unless otherwise indicated, all article .and section references are to the articles and sections of this Agreement. The headings used in this Agreement are provided for convenience only and this Agreement shall be interpreted without reference to any headings. 10. Govern.inyaw. This Agreement shall be governed by the laws of the State of California applicable to contracts made by residents of the State of California and to be performed in the State of California, without reference to conflicts of laws principles. 1 l.. Time of Essence. Time is of the essence of each provision of this Agreement. 12. Attorney Fees. In the event of any action or proceeding to enforce a term or condition of this Agreement, any alleged disputes, breaches, defaults, or misrepresentations in connection with any provision of this Agreement or any action or proceeding in ani way arising f rolls this Agreement, the prevailing party in such action, or the nondismissing party whell a dismissal occurs other than by a settlement, shall be entitled to recover its reasonable costs and expenses, including without limitation reasonable attorney fees and costs of defense paid or RVPUB\D(`jW\701963.1 4