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I government agency ; rovi� dedthat, notwithstanding the foregoing provisions of this paragraph , and only for a period of five ( 5) years from the date the property is transferred from the COUNTY to the CITY, ( 1 ) CITY's indemnification obligations shall not extend to , and COUNTY shall indemnify, protect, defend and hold CITY harmless from , any and all claims that may be asserted against CITY by any person other than a government agency for property damage or personal injury alleged to be a result of the Existing Contamination , except to the extent such claims are caused , contributed to or exacerbated by the CITY, its employees, agents or contractors. CITY shall indemnify, protect , defend and hold COUNTY harmless from any and all claims that may be asserted against COUNTY by any third party resulting from the disturbance or modification of the location or condition of the Existing Contamination by the CITY, its employees, agents or contractors , and from any Hazardous Substances brought onto the Property by the CITY, its employees, agents or contractors_ (g) The provisions of this Section 12 shall survive the consummation of the transaction contemplated by the Agreement. 13. COUNTY and CITY, upon request by the other, shall approve , sign , acknowledge and deliver such documents or take such action as may be necessary or convenient to carry out the spirit and intent of this Agreement- 14 - Time is of the essence of this Agreement 15 . The grant deed conveying the Property from COUNTY to CITY shall be recorded in the Office of the San Joaquin County Recorder and Escrow shall close on or before September 30 , 2004 (the "Closing") , unless an extension is agreed to by both parties in writing . In the event that COUNTY is unable to convey to CITY the Property as herein provided prior to September 30, 2004 , then CITY, at its option , may terminate and cancel this Agreement and , in such event, CITY shall in no manner be further obligated by the terms of this Agreement. 16. COUNTY represents , warrants and covenants to CITY as of the date of this Agreement and as of the Closing , as follows: (a) No Condemnation . To the best of COUNTY's knowledge , there are no pending or threatened condemnations or similar proceedings affecting the Property , or any portion thereof, nor does COUNTY have any knowledge that any such action is contemplated . (b) No Proceedings. To the best of COUNTY Is knowledge , there are no legal actions , suits , or other legal or administrative proceedings, including condemnation cases , pending or threatened against or affecting the Property. COUNTY has not received and are not aware of any notice from any public CITY or entity with respect to any current or future proceeding against or basis for any future proceeding against or affecting the Property or any part of the Property , or Page 6 of 9 90 39VJ h33309 AVP VLOZZ91760Z ZS : LL b00Z /90 /05