Inst 2013 Property Exchange - Chamber of Commerce

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constitutes a lien on the Property at the close of escrow shall be assumed by City. Rents payable under any land leases and any utility and sewer service charges shall be prorated as of the close of escrow. 13. Relocation. At close of escrow, City will pay to Chamber the sum of Ten Thousand Dollars ($10,000)to cover Chamber's costs incurred in moving to the Office Parcel. Chamber hereby agrees that the foregoing payment shall satisfy all obligations(if any)that City may have pursuant to the California Uniform Relocation Act, Government Code Section 7260,et seq. (the"Relocation Act") and hereby knowingly and willingly waives all rights Chamber may have to claim any additional benefits pursuant to the Relocation Act. Chamber further acknowledges and agrees that it has carefully read the contents of the waiver and release set forth in this Section and that, in executing this Agreement, it does so with full knowledge of any right which it may have,that it has received independent legal advice from its attorneys, or in the alternative,knowingly has determined not to seek legal advice with respect to the matter set forth herein. Chamber hereby voluntarily and knowingly waives, releases and discharges forever City from any claims for any such benefits. 14. Release. Chamber is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. As such relates to Section 13 of this Agreement, Chamber hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. This Section 14 shall survive the close of escrow and the expiration or earlier termination of this Agreement. A A Chamb- i s . 15. City's Conditions to Closing T e close of escrow and City's obligation to purchase the Chamber Property are conditioned u.. : (i)the performance by Chamber of each obligation to be performed by Chamber under this Agreement within the applicable time period,or the waiver by City of such obligation; (ii) Chamber's representations and warranties contained in this Agreement being true and correct as of the date hereof and the close of escrow; (iii)the commitment by Title Company to issue and deliver the Title Policy, subject only to the Permitted Exceptions; and(iv) City's approval of the condition of the Chamber Property pursuant to Section 16. Should any condition to closing fail to occur,excepting any such conditions that have been waived by City, City shall have the right, exercisable by giving written notice to Chamber, to cancel the escrow,terminate this Agreement,and recover any and all amounts paid by City to 5