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Board, the State Water Resources Control Board, the Environmental Protection Agency, and all
<br />applicable federal, state, and local agencies and bureaus.
<br />19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against
<br />any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive
<br />damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or
<br />based upon (1) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous
<br />Material on, under, in or about, or the transportation of any such materials to or from, the Property, or
<br />(ii) the 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, 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. This 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 of
<br />which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but
<br />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 />24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of
<br />the State of California.
<br />25. No Reliance By One Party On The Other. Each party has received independent legal advice
<br />from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions
<br />hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any
<br />party based upon any attribution to such party as the source of the language in question.
<br />26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other
<br />person or entity has or shall acquire any rights hereunder.
<br />27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other,
<br />execute and deliver such further documents (in form and substance reasonably acceptable to the party to
<br />be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate
<br />the terms and conditions of this PSA, without cost.
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