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to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource
<br />Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and
<br />the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which
<br />the 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 all
<br />applicable federal, state, and local agencies and bureaus. City shall conduct its own investigation (due
<br />diligence) to determine whether said real property complies with all applicable laws and governmental
<br />regulations. Prior to Seller's conveyance of the property interest, City shall have the right to provide written
<br />notice to Seller of any items disapproved and to cancel this Agreement, so long as construction has not
<br />commenced upon said real property.
<br />18. Indemnity. City shall indemnify, defend and hold the Seller harmless from and against any and all
<br />claims, actions, suits, proceedings, 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 any act
<br />or omission of the City, its employees, agents, contractors or subcontractors arising from the City's access to
<br />or use of said real property, including without limitation the construction of improvements, the furnishing of
<br />materials, or the performance of work upon said real property. This indemnity shall include, without
<br />limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any
<br />claim, action, suit or proceeding for property damage or personal injury (including sickness, disease, or death,
<br />tangible or intangible property damage, compensation for lost wages, business income, profits or other
<br />economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak,
<br />spill, release, or other adverse effect on the environment) proximately caused in whole or in part by
<br />negligence of City or by any act or omission for which City is liable as a result of its access to or use of said
<br />subject property. This indemnity shall commence on the date this Agreement is accepted by City and shall
<br />survive Seller's conveyance of property interest.
<br />19. Contin ency. It is understood and agreed between the parties hereto that the completion of this
<br />transaction is contingent upon the specific acceptance and approval of the City herein. The execution of
<br />these documents and the delivery of same by City constitutes said acceptance and approval.
<br />20. Modification and Amendment. This Agreement may not be modified or amended except in writing
<br />signed by the Seller and City.
<br />21. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the conclusion
<br />of which would adversely affect the validity, legality, or enforcement of this Agreement shall have no effect,
<br />but all the remaining provisions of this Agreement shall remain in full force.
<br />22. Captions. Captions and headings in this Agreement, including the title of this Agreement, are for
<br />convenience only and are not to be considered in construing this Agreement.
<br />23. Governin Law. This Agreement shall be governed by and construed in accordance with the laws of
<br />the State of California.
<br />24. No Reliance By One Party On The Other Each party has received independent legal advice from its
<br />attorneys with respect to the divisibility of executing this Agreement and the meaning of the provisions hereof.
<br />The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party
<br />based upon any attribution to such party as the source of the language in question.
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