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18. Compliance With Environmental Laws. To the best of Seller's knowledge the
<br />Property complies with all applicable laws and governmental regulations including,
<br />without limitation, all applicable federal, state, and local laws pertaining to air and water
<br />quality, hazardous waste, waste disposal, and other environmental matters, including, but
<br />not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste
<br />Disposal, Resource Conservation Recovery and Comprehensive Environmental
<br />Response Compensation and Liability Acts, and the California Environment Quality
<br />Act, and the rules, regulations, and ordinances of the city within which the subject
<br />property is located, the California Department of Health Services, the Regional Water
<br />Quality Control Board, the State Water Resources Control Board, the Environmental
<br />Protection Agency, and all applicable federal, state, and local agencies and bureaus.
<br />19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from
<br />and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency,
<br />fine, penalty, punitive damage, or expense (including, without limitation, attorneys'
<br />fees), resulting from, arising out of, or based upon (i) the presence, release, use,
<br />generation, discharge, storage, or disposal of any Hazardous Material on, under, in or
<br />about, or the transportation of any such materials to or from, the Property, or (ii) the
<br />violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit,
<br />judgment, or license relating to the use, generation, release, discharge, storage, disposal,
<br />or transportation of Hazardous Materials on, under, in, or about, to or from, the Property.
<br />This indemnity shall include, without limitation, any damage, liability, fine, penalty,
<br />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
<br />intangible property damage, compensation for lost wages, business income, profits or
<br />other economic loss, damage to the natural resource or the environment, nuisance,
<br />pollution, contamination, leak, spill, release, or other adverse effect on the environment).
<br />This indemnity extends only to liability created prior to or up to the date this escrow shall
<br />close. Seller shall not be responsible for acts or omissions to act post close of this
<br />escrow.
<br />20. Contingencv. It is understood and agreed between the Parties hereto that
<br />the completion of this transaction, and the escrow created hereby, is contingent upon the
<br />specific acceptance and approval of the City herein. The execution of these
<br />documents and the delivery of same to Escrow Agent shall constitute acceptance and
<br />approval.
<br />21. Modification and Amendment. This PSA may not be modified or amended
<br />except in writing signed by the Seller and City.
<br />22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or
<br />the conclusion of which would adversely affect the validity, legality, or enforcement of this
<br />PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full
<br />force.
<br />23. Captions. Captions and headings in this PSA, including the title of this PSA, are
<br />for convenience 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
<br />with the laws of the State of California.
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