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obligations owed by the owner of the property to such tenants, (iii) any relocation expenses owed to such
<br />tenants, and (iv) any other claims which may be made by such tenants against Developer.
<br />Except for instances involving a breach by Developer of its obligations under this Agreement, Agency
<br />hereby releases, remises, acquits and forever discharges Developer, its partners, employees, agents,
<br />attorneys and other representatives (collectively the "Released Parties") from and against any and all claims,
<br />causes of action, suits, legal or administrative orders or proceedings, demands, actual damages, punitive
<br />damages, losses, costs, liabilities and expenses, which concern or in any way relate to the environmental
<br />conditions of the Property and/or the existence of any hazardous materials or substances thereon, whether
<br />existing prior to, at, or after the Close of Escrow, including, but not limited to, any and all claims for cost
<br />recovery or contribution under the Comprehensive Environmental Response, Compensation and Liability Act
<br />of 1980 and the California Hazardous Substance Account Act, as they may be amended from time to time.
<br />Agency hereby expressly waives any and all rights Agency may have under Section 1542 of the California Civil
<br />Code, which provides as follows:
<br />A general release does not extend to claims which the creditor does not know or suspect to
<br />exist in his favor at the time of executing the release, which if known by him must have
<br />materially affected his settlement with the debtor.
<br />After the Close of Escrow, Agency and the City of San Leandro, jointly and severally, shall, and hereby
<br />agrees to, unconditionally and fully indemnify, reimburse, defend, protect and hold Developerand its members,
<br />officers, directors, partners, successors, assigns, mortgagees, lenders, tenants and licensees, harmless from
<br />and against all claims, demands, damages, losses, liabilities, fines, orders, judgments, actions, injunctive or
<br />other relief (whether or not based on personal injury, property damage, contamination of, or adverse effects
<br />upon, the environment or natural resources), costs, economic or other loss, expenses (including without
<br />limitation attorneys' fees and any expenses associated with the investigation, assessment, monitoring,
<br />response, removal, treatment, abatement or remediation of Hazardous Substances on the Property), and
<br />administrative, enforcement orjudicial proceedings, whether known or unknown, and which might, at any time,
<br />directly or indirectly, or in whole or in part, be (i) caused by, arise out of or be related to the presence, release
<br />or discharge or alleged presence, release or discharge of any Hazardous Substances in, on or under the
<br />Property; or (ii) be based on any Environmental Law applicable to the Property.
<br />The terms and conditions of this Section 3.06 shall be enforceable directly by the Developer and its
<br />members, officers, directors, partners, successors, assigns, mortgagees, lenders, tenants and licensees. Upon
<br />request of any of the foregoing persons or entities, the Agency and City of San Leandro shall deliver to them
<br />a separate instrument acknowledging and reaffirming the obligations of the Agency and the City of San
<br />Leandro set forth in this Section 3.06. Notwithstanding anything contained herein to the contrary, the terms
<br />and provisions of this Section 3.06 shall survive any termination or expiration of this Agreement. For purposes
<br />of this Section 3.06, the term "Property" shall include any portion of Parcel D as shown on the attached plat
<br />mat which may hereafter be purchased by Developer.
<br />Disposition and Development Page 9 of 32
<br />Agreement (Lavery California Dealership Properties No.1 LLC)
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