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ordinances of the city within which the subject property is located, the California Department of
<br />Health Services, the Regional Water Quality Control Board, the State Water Resources Control
<br />Board, the Environmental Protection Agency, and all applicable federal, state, and local
<br />agencies and bureaus.
<br />20. 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
<br />intangible property damage, compensation for lost wages, business income, profits or other
<br />economic loss, damage to the natural resource or the environment, nuisance, pollution,
<br />contamination, leak, spill, release, or other adverse effect on the environment). This indemnity
<br />extends only to liability created prior to or up to the date this escrow shall close. Seller shall not
<br />be responsible for acts or omissions to act post close of this escrow.
<br />21. Contingency. It is understood and agreed between the parties hereto that the
<br />completion of this transaction, and the escrow created hereby, is contingent upon the specific
<br />acceptance and approval of the City herein. The execution of these documents and the delivery
<br />of same to Escrow Agent constitute said acceptance and approval.
<br />22. Modification and Amendment. This PSA may not be modified or amended except in
<br />writing signed by the Seller and City.
<br />23. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the
<br />conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall
<br />have no effect, but all the remaining provisions of this PSA shall remain in full force.
<br />24. Captions. Captions and headings in this PSA, including the title of this PSA, are for
<br />convenience only and are not to be considered in construing this PSA.
<br />25. Governing Law. This PSA shall be governed by and construed in accordance with the
<br />laws of the State of California.
<br />26. No Reliance By One Party On The Other. Each party has received independent legal
<br />advice from its attorneys with respect to the advisability of executing this PSA and the meaning of
<br />the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and
<br />not for or against any party based upon any attribution to such party as the source of the language
<br />in question.
<br />27. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and
<br />no other person or entity has or shall acquire any rights hereunder.
<br />28. Duty To Cooperate Further. Each parry hereby agrees that it shall, upon request of the
<br />other, execute and deliver such further documents (in form and substance reasonably acceptable
<br />to the party to be charged) and do such other acts and things as are reasonably necessary and
<br />appropriate to effectuate the terms and conditions of this PSA, without cost.
<br />s111117 o.
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