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(a) That Seller has not made, does not make and specifically disclaims any
<br />representations, warranties, promises, covenants, agreements or guaranties of any kind or
<br />character whatsoever, whether express or implied, oral or written, past, present or future, of, as
<br />to, concerning or with respect to (a) the nature, quality or condition of the Property, including,
<br />without limitation, the water, soil and geology, (b) the income to be derived from the Property,
<br />(c) the suitability of the Property for any and all activities and uses which Purchaser may
<br />conduct thereon, (d) the compliance of or by the Property or its operation with any laws, rules,
<br />ordinances or regulations of any applicable governmental authority or body, including, without
<br />limitation, environmental laws and the Americans with Disabilities Act and any rules and
<br />regulations promulgated thereunder or in connection therewith, (e) the habitability,
<br />merchantability or fitness for a particular purpose of the Property, or (f) any other matter with
<br />respect to the Property.
<br />(b) That the City has conducted such due diligence as it considered
<br />necessary or appropriate.
<br />(c) That the City, for itself and its successors and assigns, hereby releases
<br />Seller and its members from, and waives, any and all problems, conditions, losses, costs,
<br />damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever
<br />(collectively, "Liabilities ") against Seller for or attributable to or in connection with the Property,
<br />whether arising or accruing before, on or after the Closing and whether attributable to events or
<br />circumstances which may occur before, on or after the Closing, including, without limitation, any
<br />implied or statutory warranties or guaranties of fitness, merchantability or any other statutory or
<br />implied warranty or guaranty of any kind or nature regarding or relating to any portion of the
<br />Property. In addition to, and not by way of limitation of, the foregoing, the City, for itself and its
<br />successors and assigns, hereby releases Seller from, and waives, any and all Liabilities against
<br />Seller for or attributable to any affirmative obligation that Seller may have under the laws of the
<br />State of California to make any disclosures to the City regarding the condition of the Property or
<br />whether any portion of the Property lies within a natural hazard area. The City further
<br />acknowledges and represents that it will make its own independent investigations, or shall have
<br />the opportunity to do so, as it deems necessary or appropriate concerning the Property,
<br />including without limitation investigations to determine whether any portion of the Property is
<br />located in any natural hazard areas. In view of the foregoing, the City hereby knowingly,
<br />voluntarily, and intentionally waives its right to disclosure of natural hazards found in the Natural
<br />Hazard Disclosure Act, California Government Code §§ 8589.3, 8589.4, and 51183.5, and
<br />California Public Resources Code §§ 2621.9, 2694, and 4136, and any similar or successor
<br />statutes or laws. The City acknowledges that Seller is not required to make any of the
<br />disclosures dealing with lead based paint or mandated by Civil Code § 1102 et seq.
<br />(d) By closing and acceptance of the deed from Seller, the City agrees that it
<br />shall be deemed to: (i) assume and take responsibility and liability for any and all Liabilities
<br />attributable to the Property arising or accruing after the Close of Escrow and attributable to
<br />events or circumstances which occurred after the Close of Escrow (collectively, the "Assumed
<br />Liabilities "), and (ii) indemnify, defend and hold harmless Seller and its members from all
<br />Assumed Liabilities (including reasonable attorneys' fees, expenses and disbursements).
<br />(e) The City expressly understands and acknowledges that it is possible that
<br />unknown Liabilities may exist with respect to the Property and that the City explicitly took that
<br />possibility into account in determining and agreeing to the Purchase Price, and that a portion of
<br />such consideration, having been bargained for between parties with the knowledge of the
<br />possibility of such unknown Liabilities has been given in exchange for a full accord and
<br />satisfaction and discharge of all such Liabilities.
<br />4
<br />(f) The provisions of this paragraph 18 shall survive Close of Escrow.
<br />W 1215 a
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