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8.A. - Page 54
<br /> (as defined herein) thereon or therein and any other matters affecting the
<br /> Public Access Parcels or Sliver Parcel.
<br /> The City has done no investigation that would lead it to believe that there
<br /> is any condition on the Public Access Parcels or the Sliver Parcel that
<br /> violates any environmental laws or requires remediation or other material
<br /> action under environmental laws. After reasonable inquiry, the City is not
<br /> aware of receiving any written notice or other communication that alleges
<br /> that the City is not in compliance with any environmental law with respect
<br /> to either the Public Access Parcels or the Sliver Parcel. The City has
<br /> delivered to, or made available for review by, Developer true and
<br /> complete copies of all environmental reports, studies, investigations or
<br /> correspondence that are in the possession or control of the City related to
<br /> the Public Access Parcels or the Sliver Parcel.
<br /> 3. Developer Indemnity
<br /> Developer agrees, from and after the Close of Escrow, to defend,
<br /> indemnify, protect and hold harmless the City and its officers,
<br /> beneficiaries, employees, agents, attorneys, representatives, legal
<br /> successors and assigns ( "Indemnitees ") from, regarding and against any
<br /> and all liabilities, obligations, orders, decrees, judgments, liens, demands,
<br /> actions, Environmental Response Actions (as defined herein), claims,
<br /> losses, damages, fines, penalties, expenses, Environmental Response Costs
<br /> (as defined herein) or costs of any kind or nature whatsoever, together
<br /> with fees (including, without limitation, reasonable attorneys' fees and
<br /> experts' and consultants' fees), whenever arising, unless caused in whole
<br /> or in part by any of the Indemnitees, resulting from or in connection with
<br /> the actual or claimed generation, storage, handling, transportation, use,
<br /> presence, placement, migration and /or release of Hazardous Materials (as
<br /> defined herein), at, on, in, beneath or from the Public Access Parcels or
<br /> Sliver Parcel (collectively referred to as "Contamination "). Developer's
<br /> defense, indemnification, protection and hold harmless obligations herein
<br /> shall include, without limitation, the duty to respond to any governmental
<br /> inquiry, investigation, claim or demand regarding the Contamination, at
<br /> Developer's sole cost.
<br /> 4. Definitions
<br /> As used in this Agreement, the term "Environmental Response Actions"
<br /> means any and all activities, data compilations, preparation of studies or
<br /> reports, interaction with environmental regulatory agencies, obligations
<br /> and undertakings associated with environmental investigations, removal
<br /> activities, remediation activities or responses to inquiries and notice
<br /> letters, as may be sought, initiated or required in connection with any
<br /> 82483.00019\9644366.13
<br /> ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA
<br /> REV: 07 -22 -15 VR
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