3B Public Hearing 2012 0521 - Laserfiche WebLink

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WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BY INITIALING BELOW, DEVELOPER EXPRESSLY WAIVES THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE WITH RESPECT TO THE FOREGOING RELEASE: Developer's initials: 8.7 Environmental Indemnification. From and after the Closing, the Developer shall indemnify, defend and hold the City and the Successor Agency harmless from and against any Claim resulting from, arising out of, or based upon the release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Property in violation, or alleged violation, of any Environmental Laws, no matter when occurred. This indemnity shall include any damage, liability, fine, penalty, cost or expense arising from or out of any claim, action, suit or proceeding for bodily injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, trespass, contamination, leak, spill, release or other adverse effect on the environment. The provisions of this Section 8.7 shall survive the issuance of a Certificate of Completion for the Project and the expiration or earlier termination of this Agreement. It is further agreed that City does not and shall not waive any rights against Developer that it may have by reason of this indemnity and hold harmless agreement because of the acceptance by City, or the deposit with City by Developer, of any of the insurance policies described in this Agreement. 8.8 Intentionally omitted. ARTICLE IX DEFAULTS, REMEDIES AND TERMINATION 9.0 Liquidated Damages. BY PLACING THEIR INITIALS IMMEDIATELY BELOW, CITY AND DEVELOPER EACH ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN ACTUAL DAMAGES THAT WOULD BE INCURRED BY CITY IF DEVELOPER DEFAULTS UNDER OR BREACHES THIS AGREEMENT AND FAILS TO PURCHASE THE PROPERTY, THAT THE DEPOSIT (DEFINED IN SECTION 3.3.1 ) IS A REASONABLE ESTIMATE OF SUCH DAMAGES, AND THAT UPON DEVELOPER'S DEFAULT IN ITS PURCHASE OBLIGATIONS UNDER THIS AGREEMENT NOT CAUSED BY ANY BREACH BY CITY, 1875524.3 25