Agda Pkt 2025.12.22 Joint SA PFA

Browse Search

ATTY/RESO.0130/CC RESO APPROVING PURCHASE AND SALE AGREEMENT OF REAL PROPERTY – EXHIBIT A REV: 12-18-25 VR Page 4 of 10 12. Severability. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this Agreement, any such provision shall not be affected by the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this Section, then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable and valid provision this is in keeping with the intent of the Parties as expressed herein. 13. Time. Time is of the essence to the performance of each and every obligation under this Agreement. 14. Reasonable Consent and Approval. Except as otherwise provided in this Agreement, whenever a Party is required or permitted to give its consent or approval under this Agreement, such consent or approval shall not be unreasonably withheld or delayed. If a Party is required or permitted to give its consent or approval in its sole and absolute discretion or if such consent or approval may be unreasonably withheld, such consent or approval may be unreasonably withheld but shall not be unreasonably delayed. 15. Further Assurances. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement. 16. Signatures/Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any one of such completely executed counterparts shall be sufficient proof of this Agreement. If all Parties agree, electronic signatures may be used in place of original signatures on this Agreement. Each Party intends to be bound by the signatures on the electronic document, is aware that the other Parties will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature. After all Parties agree to the use of electronic signatures, all Parties must sign the document electronically. 17. Representation on Authority of Parties. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Seller represents and warrants to Purchaser that the execution and delivery of the Agreement and the performance of Seller’s obligations hereunder have been duly authorized and that subject to the approval of the Oversight Board, this Agreement is a valid and legal agreement binding on Seller and enforceable in accordance with its terms. Purchaser represents and warrants to Seller that the execution and delivery of this Agreement and the performance of Purchaser’s obligations hereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on Purchaser and enforceable in accordance with its terms. 18. Seller Approvals. Whenever this Agreement calls for Seller approval, consent, or waiver, the written approval, consent, or waiver of the Seller’s Executive Director or their designee(s) shall constitute the approval, consent, or waiver of the Seller, without further authorization required from the governing board of the Successor Agency. The Seller hereby authorizes the Seller’s 8.K. - Page 10 of 105 260