AgdaPkt 2018-06-11 Closed and Joint SA PFA

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6.1.F. - Page 17 DRAFT 5/18/2018 Closing) in which the State owned the fee in the Exchange Lands, or (ii) the State or its agents released, generated, treated, stored, used, disposed of, deposited, abandoned, or exacerbated the hazardous materials affecting the Exchange Lands. The City and the Commission agree that if the State is a named insured in a pollution liability insurance policy obtained by the City, the obligation to indemnify the State under this Section shall not become effective unless and until any proceeds from the policy are exhausted. b. The Parties agree to use reasonable efforts to defend this Agreement, any deed, patent, agreement, or other instrument executed pursuant thereto, and any decision made by a Party to approve the foregoing, including the approval of any required findings related thereto, in any legal action challenging the validity or legality thereof or in which this Agreement is asserted as an affirmative defense. The BLA described in Section 12 is not an agreement or instrument executed pursuant to this Agreement. In any such action, the City shall reimburse the Commission for all reasonable costs incurred in connection with such action, including but not limited to reasonable staff time and attorneys' fees incurred by the Commission, and including but not limited to any award of attorneys' fees made by a court of competent jurisdiction against the Commission, on such reasonable terms and conditions as the Parties may establish by separate agreement. Nothing in this Section limits the discretion of the Commission, at its sole cost and expense, to conduct its own defense or take the lead in its own defense. 17. Execution Before a Notary Public. All signatures of the Parties to this Agreement and all deeds and other instruments of conveyance executed pursuant to this Agreement shall be acknowledged before a Notary Public and a certificate of acknowledgment shall be attached to the executed Agreement and other documents to allow them to be recorded in the Office of the Recorder. The Governor's signature shall be attested to by the Secretary of State. 18. Agreement for Compromise and Settlement. It is expressly understood by the Parties that the provisions set forth in this Agreement have been agreed upon for purposes of compromising and settling disputed title and boundary problems in the Exchange Lands and Rancho Parcel. 19. No Determination of Trust Consistencv. Nothing in this Agreement shall be construed as a determination by the Commission regarding the Trust consistency of any proposed use of the Trust Addition Lands. 20. Agreement Not To Encumber. Except to the extent consistent with the purposes of this Agreement, or as otherwise provided herein, neither Party shall sell, transfer, assign, mortgage, pledge, or hypothecate, whether by operation of law or otherwise, any of their respective rights, title, or interests in or to the Exchange Lands prior to the consummation of the transfers of those parcels as provided for herein, without the prior written consent of the other Party. 21. Further Assurances. So long as authorized by applicable laws to do so, the Parties will perform such other acts, and execute, acknowledge and deliver all further conveyances and other instruments that may be necessary to fully assure to the other Party all of the respective properties, rights, titles, interests, remedies, powers, and privileges to be conveyed or provided for by this Agreement. 10