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and the rules, regulations, and ordinances of the city within which the subject property is located, the
<br />California Department of Health Services, the Regional Water Quality Control Board, the State Water
<br />Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and
<br />local agencies and bureaus.
<br />19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against
<br />any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage,
<br />or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon
<br />(i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on,
<br />under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation,
<br />or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating
<br />to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on,
<br />under, in, or 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, suit or
<br />proceeding for personal injury (including sickness, disease, or death, tangible or intangible property
<br />damage, compensation for lost wages, business income, profits or other economic loss, damage to the
<br />natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other
<br />adverse effect on the environment). This indemnity extends only to liability created prior to or up to the
<br />date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this
<br />escrow.
<br />20. Contingency. It is understood and agreed between the parties hereto that the completion of this
<br />transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of
<br />the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute
<br />said acceptance and approval.
<br />21. Modification and Amendment. This PSA may not be modified or amended except in writing
<br />signed by the Seller and City.
<br />22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of
<br />which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all
<br />the remaining provisions of this PSA shall remain in full force.
<br />23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience
<br />only and are not to be considered in construing this PSA.
<br />24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of
<br />the State of California.
<br />25. No Reliance By One Party On The Other. Each party has received independent legal advice from
<br />its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof.
<br />The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based
<br />upon any attribution to such party as the source of the language in question.
<br />26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other
<br />person or entity has or shall acquire any rights hereunder.
<br />27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other,
<br />execute and deliver such further documents (in form and substance reasonably acceptable to the party to
<br />be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate
<br />the terms and conditions of this PSA, without cost.
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