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which the right to a jury trial would otherwise accrue. Buyer and Seller further certify and represent to each other that no party, representative or agent of Buyer or Seller (including, but not limited to, their respective counsel) that they will not seek to enforce this waiver or right to jury trial. This waiver shall apply to any future amendments or modifications of the Agreement. 21. TAX-DEFERRED EXCHANGE. If either party hereto ("Exchanging Partylf) desires to effect a tax-deferred exchange pursuant to internal Revenue Code Section 1031, then the other party ("Cooperating Party") shall cooperate with the Exchanging Party, provided that: (i) the date for the Close of Escrow set forth in this Agreement may not be delayed; (ii) the Cooperating Party Shall incur no additional expense by reason of such cooperation; (iii) the Cooperating Party shall not be required to acquire title to any property in order to effect such exchange; and (iv) the Exchanging Party shall indemnity, defend, protect and hold the Cooperating Party harmless from and against all costs, damages, claims, actions, causes of action, liabilities and expenses (including the reasonable attorneys' fees of counsel chosen by the Cooperating Party), arising out of or related to the Cooperating Party's participation in such exchange. 22. MISCELLANEOUS. (a) Attornevs' Fees. If Buyer or Seller sues to enforce an express provision of this Agreement, then the prevailing party shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees and costs. (b) Governina Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. (c) Successors and Assians. This Agreement shall inure to the benefit of, and be binding upon, Buyer and Seller and their respective heirs, representatives, successors and assigns; provided, however, that Buyer shall have the right to assign this Agreement only with Seller's prior written consent, which consent may be withheld in its sole discretion. (d) Notices. The address of each party for the purposes of all notices permitted or required by this Agreement is as follows: Buyer: City of Redwood City 1017 Middlefield Road P.O. Box 391 Redwood City, CA 94063 Tel: (650) 780-7290 Fax: (650) 780-0128 Attention: Housing Coordinator With a copy to: City of Redwood City Page 13 of 16 C:\Documents and Settings\Dell Optiplex GX520\My Documents\PurchaseAgmt7.6.09redline\PurchaseAgmt.doc