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17.2 Lessor's Indemnity. Lessor shall indemnify, protect, defend and hold
<br />harmless Lessee and its owners, officers, directors, shareholders and employees from
<br />and against any and all claims, demands, causes of action and liability resulting from
<br />any of the following: (a) any event, condition or activity occurring or existing prior
<br />to the Commencement Date; (b) Lessor's performance of, or failure to perform, its
<br />obligations under any labor or employment condition or situation occurring or
<br />existing prior to the Commencement Date; (c) the Landfill or the presence, disposal,
<br />discharge, release or threatened release of any waste or other material or substance
<br />from the Landfill; (d) any actual or threatened personal injury, death of any person,
<br />injury to property or injury to natural resources caused by the Landfill or any waste
<br />material or substance released therefrom; (e) any demand made upon Lessee by any
<br />governmental authority or private party in respect of the Landfill; (f) the presence in,
<br />on, under or about the Leased Premises, or the escape, seepage, leakage, spillage,
<br />discharge, emission or release, of any hazardous materials, toxic substances or
<br />petroleum products (as defined or regulated under any and all Laws) from or through
<br />the Leased Premises either (i) prior to the Commencement Date of this Lease or (ii)
<br />after the Commencement Date where the same is not a proximate result of the acts or
<br />omissions of Lessee, or any environmental conditions (including, without limitation,
<br />wetland conditions) emanating, occurring or arising (1) prior to the Commencement
<br />Date of this Lease or (2) after the Commencement Date where the same is not a
<br />proximate result of the acts or omissions of Lessee, it being expressly understood and
<br />acknowledged that Lessor's indemnity of Lessee shall include, without limitation, any
<br />and all costs of any required or necessary repair, clean-up, remediation or
<br />decontamination of the Leased Premises and the preparation and implementation of
<br />any closure, remedial or other required plans; (g) any act or omission constituting
<br />negligence or wilful misconduct on the part of Lessor or Lessor's employees or agents;
<br />(h) any breach of this Lease by Lessor; (i) any pending or threatened claims, actions,
<br />litigation, proceedings, governmental investigations as of the Commencement Date;
<br />and (j) any and all federal, state, county and municipal taxes, assessments, penalties
<br />and other charges (including, without limitation, sales tax) relating to the Leased
<br />Premises or the use or operation thereof for the period up to the Commencement
<br />Date.
<br />IS. DAMAGE AND RESTORATION.
<br />I S.1 Total Destruction. If the Facility should be totally destroyed (i.e.,
<br />damage in excess of partial destruction as defined in Section 18.2) by fire or other
<br />casualty or a force majeure occurrence, Lessee shall have the option, to be exercised in
<br />writing within sixty (60) days of such destruction, to either (i) terminate this Lease in
<br />which event the parties shall have no further obligations hereunder or (ii) elect to
<br />LEASE AGREEMENT BETWEEN
<br />CITY OF SAN LEANDRO AND AMERICAN GOLF PAGE 22
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