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including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste
<br />Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and
<br />Liability Acts, and 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 Regional Water
<br />Quality Control Board, the State Water Resources Control Board, the Envirorunental Protection Agency, and all
<br />applicable federal, state, and local agencies and bureaus.
<br />18. Indemnity. City agrees to indemnify, defend and hold the Agency harmless from and against any claim,
<br />action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense
<br />(including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence,
<br />release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the
<br />transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any
<br />statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release,
<br />discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the
<br />Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage,
<br />cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including
<br />sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business
<br />income, profits or other 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 extends only to
<br />liability created prior to or up to the date this escrow shall close. City shall not be responsible for acts or
<br />omissions to act post close of this escrow.
<br />19. 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 the
<br />Agency herein. The execution of these documents and the delivery of same to Escrow Agent constitutes said
<br />acceptance and approval.
<br />20. Modification and Amendment. This Agreement may not be modified or amended except in writing
<br />signed by the City and Agency.
<br />21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion of
<br />which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect, but
<br />all the remaining provisions of this Agreement shall remain in full force.
<br />22. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for
<br />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 the laws of the
<br />State of California.
<br />24. No Reliance By One Party On The Other. Each party has received independent legal advice from its
<br />attorneys with respect to the divisibility of executing this Agreement and the meaning of the provisions hereof.
<br />The provisions of this Agreement 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 />25. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and no other
<br />person or entity has or shall acquire any rights hereunder.
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