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Section 5.6 Hazardous Materials.
<br />(a) Covenants.
<br />(1) No Hazardous Materials Activities. The Developer hereby
<br />represents and warrants to the City that, at all times from and after the Close of Escrow, the
<br />Developer shall not cause or permit the Property, or the Improvements thereon to be used as a
<br />site for the use, generation, manufacture, storage, treatment, release, discharge, disposal,
<br />transportation or presence of any Hazardous Materials.
<br />(2) Hazardous Materials Laws. The Developer hereby represents and
<br />warrants to the City that, at all times from and after the Close of Escrow, the Developer shall
<br />comply and cause the Property, and the Improvements thereon to comply with Hazardous
<br />Materials Laws, including without limitation, those relating to soil and groundwater conditions.
<br />(3) Notices. The Developer hereby represents and warrants to the City
<br />that, at all times from and after the Close of Escrow, the Developer shall immediately notify the
<br />City in writing of. (i) the discovery of any Hazardous Materials on or under the Property; (ii)
<br />any knowledge by the Developer that the Property does not comply with any Hazardous
<br />Materials Laws; (iii) any claims or actions pending or threatened against the Developer, the
<br />Property, or the Improvements by any governmental entity or agency or any other person or
<br />entity relating to Hazardous Materials or pursuant to any Hazardous Materials Laws (collectively
<br />"Hazardous Materials Claims"); and (iv) the discovery of any occurrence or condition on any
<br />real property adjoining or in the vicinity of the Property, that could cause the Property, or any
<br />part thereof to be designated as "border zone property" under the provisions of California Health
<br />and Safety Code Sections 25220, et seq., or any regulation adopted in accordance therewith, or to
<br />be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the
<br />Development under any Hazardous Materials Laws. The City shall have the right to join and
<br />participate in, as a party if it so elects, any legal proceedings or actions initiated in connection
<br />with any Hazardous Materials Claims and to have its reasonable attorney's fees in connection
<br />therewith paid by the Developer.
<br />(4) Remedial Action. Without the City's prior written consent, which
<br />shall not be unreasonably withheld, the Developer shall not take any remedial action in response
<br />to the presence of any Hazardous Materials on, under, or about the Development (other than in
<br />emergency situations or as required by governmental agencies having jurisdiction), nor enter into
<br />any settlement agreement, consent decree, or other compromise in respect to any Hazardous
<br />Materials Claims.
<br />(b) Indemnity. Without limiting the generality of the indemnification set forth
<br />in Section 10.6 below, the Developer hereby agrees to indemnify, protect, hold harmless and
<br />defend (by counsel reasonably satisfactory to the City) the Indemnified Parties from and against
<br />any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and
<br />judicial proceedings and orders, judgments, remedial action requirements, enforcement actions
<br />of any kind, and all costs and expenses incurred in connection therewith (including, but not
<br />limited to, reasonable attorney's fees and expenses), arising directly or indirectly, in whole or in
<br />part, out of: (1) the failure of the Developer or any other person or entity to comply with any
<br />REV: 06-17-2020 PR
<br />1199\09\2727850.8
<br />ATTY/AGR.2020.100/353 Main Street Apartments LP (Page 40 of 143)
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