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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 /> successars 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 /> local, state or federal governmental or private party claims, including any
<br /> claims by Developer or City.
<br /> As used in this Agreement, the term "Environmental Response Costs"
<br /> means any and all costs associated with Environmental Response Actions
<br /> including, without limitation, any and all fines, penalties and damages.
<br /> As used in this Agreement, the term "Hazardous Materials" means any
<br /> substance, material or waste which is (1) defined as a "hazardous waste,"
<br /> "hazardous material," "hazardous substance," "extremely hazardous
<br /> waste," "restricted hazardous waste," "pollutant" or any other terms
<br /> comparable to the foregoing terms under any provision of California law
<br /> or federal law; (2) petroleum; (3) asbestos; (4) polychlorinated biphenyls;
<br /> (5)radioactive materials; or (6) determined by California, federal or local
<br /> ATTY/AGR/2015.146/HAMILTON-WINSLOW DDA
<br /> REV:08-18-15 VR
<br /> Page 13 of 40
<br /> 82483.00Ol9\9644366.16
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