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material ", "hazardous substance ", or "hazardous waste" under Section 25501 of the California Health
<br />and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and
<br />Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and
<br />Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v)
<br />petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as
<br />"hazardous" or "extremely hazardous" pursuant to Article 11 of Title '22 of the California
<br />Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant
<br />to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste"
<br />pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seq.
<br />(42 U.S.C. S6903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the
<br />Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C.
<br />59601 at se q. (42 U.S.C. S9601).
<br />18, Compliance With Environmental Laws. To the best of Seller's knowledge the Property
<br />complies with all applicable laws and governmental regulations including, without limitation, all
<br />applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste
<br />disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air,
<br />Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and
<br />Comprehensive Environmental Response Compensation and Liability Acts, and the California
<br />Environment Quality Act, and the rules, regulations, and ordinances of the city within which the
<br />subject property is located, the California Department of Health Services, the Regional Water Quality
<br />Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and
<br />all applicable federal, state, and local agencies and bureaus.
<br />19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and
<br />against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
<br />punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising
<br />out of, or based upon (1) the presence, release, use, generation, discharge, storage, or disposal of any
<br />Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the
<br />Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation,
<br />permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or
<br />transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity
<br />shall include, without limitation, any damage, liability, 'fine, penalty, punitive damage, cost, or expense
<br />arising from or out of any claim, action, suit or proceeding for personal injury (including sickness,
<br />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,
<br />nuisance, 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 close, Seller
<br />shall not be responsible for acts or omissions to act post close of this escrow.
<br />20. Contingency. It is understood and agreed between the parties hereto that the completion of
<br />this transaction, and the escrow created hereby, is contingent upon the specific acceptance and
<br />approval of the City herein. The execution of these documents and the delivery of same to Escrow
<br />Agent constitute said acceptance and approval.
<br />21, Modification and Amendment. Tills 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
<br />of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect,
<br />but all 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
<br />convenience only and are not to be considered in construing this PSA.
<br />25K -21
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