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16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of
<br />their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were
<br />raised or could have been raised in connection with the acquisition of Said Real Property by City.
<br />17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner,
<br />tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any
<br />hazardous waste, toxic substances, or related materials ("Hazardous Materials") on, under, in, or about the
<br />Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit
<br />the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on,
<br />under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term
<br />"Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any
<br />local governmental authority, the State of California, or the United States Government, including, but not
<br />limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous
<br />waste", or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to
<br />Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste
<br />Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and
<br />Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii)
<br />defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of
<br />the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response
<br />Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health
<br />and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum,
<br />(vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or
<br />"extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4,
<br />Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act,
<br />(33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
<br />Conservation and Recovery Act, 42 U.S.C. S6901 et se g. (42 U.S.C. S6903) or (xi) defined as a "hazardous
<br />substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as
<br />amended by Liability Act, 42. U.S.C. S9601 et seg. (42 U.S.C. S9601).
<br />18. Cornliance With Environmental Laws. To the best of Seller's knowledge the Property complies
<br />with all applicable laws and governmental regulations including, without limitation, all applicable federal,
<br />state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other
<br />environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution
<br />Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental
<br />Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules,
<br />regulations, and ordinances of the city within which the subject property is located, the California
<br />Department of Health Services, the Regional Water Quality Control Board, the State Water Resources
<br />Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies
<br />and bureaus.
<br />19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any
<br />claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or
<br />expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i)
<br />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 date
<br />this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow.
<br />25E-41
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