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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 shall, and hereby agrees to,
<br />unconditionally and fully indemnify, reimburse, defend, protect and hold Developer harmless from and against
<br />all claims, demands, damages, losses, liabilities, fines, orders, judgments, actions, injunctive or other relief
<br />(whether or not based on personal injury, property damage, contamination of, or adverse effects upon, the
<br />environment or natural resources), costs, economic or other loss, expenses (including without limitation
<br />attorneys' fees and any expenses associated with the investigation, assessment, monitoring, response,
<br />removal, treatment, abatement or remediation of Hazardous aterials on the Property), and administrative,
<br />enforcement or judicial proceedings, whether known or unknown, and which might, at any time, directly or
<br />indirectly, or in whole or in part, be (i) caused by, arise out of or be related to the presence, release or
<br />discharge or alleged presence, release or discharge of any Hazardous Materials in, on or under the Property;
<br />or (ii) be based on any Environmental Law applicable to the Property.
<br />Article Four: CONSTRUCTION OF IMPROVEMENTS
<br />4.01 City of San Leandro Approval.
<br />At the time Developer submits its Construction Plans for the Improvements to the Agency, Developer
<br />shall apply to the City, diligently pursue, and obtain all permits necessary for the construction of the
<br />Improvements.
<br />Developer acknowledges that execution of this Agreement by the Agency does not constitute approval
<br />by the City, does not limit in any manner the discretion of the City in the approval process, and does not relieve
<br />Developer from the obligation to obtain all necessary permits. Developer shall promptly pay when due all
<br />customary and reasonable fees and charges of the City in connection with the processing and consideration
<br />of the City permits and approvals contemplated by this Section 4.01.
<br />Disposition and Development Agreement (Automall) Page 11 of 29
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