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the California Environment Quality Act, and the rules, regulations, and ordinances of the city
<br />within which the subject property is located, the California Department of Health Services, the
<br />Regional Water Quality Control Board, the State Water Resources Control Board, the
<br />Environmental Protection Agency, and all applicable federal, state, and local agencies and
<br />bureaus.
<br />18. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and
<br />against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
<br />punitive damage, or expense (including, without limitation, attorneys' fees), resulting from,
<br />arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or
<br />disposal of any Hazardous Material on, under, in or about, or the transportation of any such
<br />materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute,
<br />ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation,
<br />release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or
<br />about, to or from, the Property. This indemnity shall include, without limitation, any damage,
<br />liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action,
<br />suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible
<br />property damage, compensation for lost wages, business income, profits or other economic loss,
<br />damage to the natural resource or the environment, nuisance, pollution, contamination, leak,
<br />spill, release, or other adverse effect on the environment). This indemnity extends only to
<br />liability created prior to or up to the date this escrow shall close. Seller shall not be responsible
<br />for acts or omissions to act post close of this escrow.
<br />19. Contingency. It is understood and agreed between the parties hereto that the completion
<br />of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and
<br />approval of the City herein. The execution of these documents and the delivery of same to
<br />Escrow Agent constitutes said acceptance and approval.
<br />20. Modification and Amendment. This Agreement may not be modified or amended except
<br />in writing signed by the Seller and City.
<br />21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the
<br />conclusion of which would adversely affect the validity, legality, or enforcement of this
<br />Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain
<br />in full force.
<br />22. Captions. Captions and headings in this Agreement, including the title of this Agreement,
<br />are for convenience only and are not to be considered in construing this Agreement.
<br />23. Governing Law. This Agreement shall be governed by and construed in accordance with
<br />the laws of the State of California.
<br />24. No Reliance By One Party On The Other. Each party has received independent legal advice
<br />from its attorneys with respect to the divisibility of executing this Agreement and the meaning of
<br />the provisions hereof. The provisions of this Agreement shall be construed as to their fair meaning,
<br />and not for or against any party based upon any attribution to such parry as the source of the
<br />language in question.
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