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its agents, officers and employees from any claim, action or proceeding against CITY,
<br />its agents, officers, or employees to attack, set aside, void, or annul the approval of
<br />this Agreement, or the approval of any permit or entitlement granted pursuant to this
<br />Agreement. CITY shall promptly notify OWNER of any claim, action, proceeding
<br />or determination included within this Section 8.1, and CITY shall cooperate in the
<br />defense. If CITY fails to promptly notify OWNER of any such claim, action,
<br />proceeding or determination, or if CITY fails to cooperate in the defense, OWNER
<br />shall not thereafter be responsible to defend, indemnify, or hold harmless CITY.
<br />CITY may in its discretion participate in the defense of any such claim, action,
<br />proceeding or determination.
<br />8.2 Environmental Assurances. OWNER shall indemnify and hold
<br />CITY, its officers, agents, and employees free and harmless from any liability, based
<br />or asserted, upon any act or omission of OWNER, its officers, agents, employees,
<br />subcontractors, predecessors in interest, successors, assigns and independent
<br />contractors for any violation of any federal, state or local law, ordinance or regulation
<br />relating to industrial hygiene or to environmental conditions on, under or about the
<br />Property, including, but not limited to, soil and groundwater conditions, and OWNER
<br />shall defend, at its expense, including attorneys' fees, CITY, its officers, agents and
<br />employees in any action based or asserted upon any such alleged act or omission.
<br />CITY may in its discretion participate in the defense of any such action.
<br />8.3 Reservation of Rights. With respect to Section 8.1 and Section 8.2
<br />herein, CITY reserves, the right to either (1) approve the attorney(s) that the
<br />indemnifying party selects, hires or otherwise engages to defend the indemnified party
<br />hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own
<br />defense; provided, however, that the indemnifying party shall reimburse the
<br />indemnified party forthwith for any and all reasonable expenses incurred for such
<br />defense, including attorneys' fees, upon billing and accounting therefor.
<br />8.4 Challenge to Existing Land Use Approvals. By accepting the
<br />benefits of this Agreement, OWNER, on behalf of itself and its successors in interest,
<br />hereby expressly agrees and covenants not to sue or otherwise challenge any land use
<br />approval affecting the Property and in effect as of the Effective Date. Such agreement
<br />and covenant includes, without limitation, the covenant against any direct suit by
<br />OWNER or its successor in interest, or any participation, encouragement or
<br />involvement whatsoever that is adverse to CITY by OWNER or its successor in
<br />interest, other than as part of required response to lawful orders of a court or other
<br />body of competent jurisdiction. OWNER hereby expressly waives, on behalf of itself
<br />and its successors in interest, any claim or challenge to any land use approval affecting
<br />the Property and in effect as of the Effective Date.
<br />
<br />
<br />OWNER hereby acknowledges that it has read and is familiar with the provisions of
<br />California Civil Code Section 1542, which is set forth below:
<br />
<br />"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
<br />THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
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