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STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION PURCHASE AND SALE AGREEMENT - DIRECT SALE
<br />RW 16-5 (NEW 10/2016)
<br />ADA Notice For individuals with sensory disabilities, this document is available in alternate formats. For alternate format information, contact the Forms Management Unit
<br />at (916) 445-1233, TTY 711, or write to Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814
<br />Section 11. Indemnification
<br />Purchaser shall defend, indemnify, and hold Caltrans and Caltrans' elected and appointed officers, agents, and employees free and harmless
<br />from and against any and all liabilities, damages, claims, costs, and expenses (including and without limitation to attorney's fees, legal
<br />expenses and costs, and consultant's fees, and investigation and remediation costs) arising in whole or in part from the existence of Hazardous
<br />Substances or Hazardous Substance Conditions. The indemnity is intended to address that liability for which Caltrans may be responsible
<br />solely out of its mere ownership of said Property. This provision shall survive transfer of the title to said Property and any rescission of said
<br />transfer.
<br />When used in this Agreement, "Hazardous Substance" shall mean any substance whose nature and/or quantity of existence, use, manufacture,
<br />disposal of effect, render it subject to federal, state, or local regulation, investigation, remediation or removal as potentially injurious to public
<br />health or welfare, including the Comprehensive Environmental Response Compensation and Liability Act or Resource Conservation and
<br />Recovery Act as now in effect.
<br />When used in this Agreement, "Hazardous Substance Condition" shall mean the existence on or under Property of a hazardous substance that
<br />requires remediation and/or removal and/or to be otherwise mitigated pursuant to applicable law.
<br />Section 12. Destruction of Improvements
<br />If the improvements of the Property are destroyed, materially damaged, or found to be materially defective as a result of such damage prior to
<br />Close of Escrow or approval by the CTC, Purchaser may terminate the transaction by written notice delivered to Caltrans, and all Deposits shall
<br />be returned to Purchaser.
<br />Section 13. Commissions
<br />Each party represents and warrants to the other party that no broker or finder or other real estate agent is entitled to any commission, finder's
<br />fee or other compensation resulting from any action on its part. Purchaser and Caltrans each agree to indemnify the other and defend and hold
<br />harmless the other party from and against any loss, cost, or expense, including attorney's fees, incurred by such party, and against any claims,
<br />causes of action or the like brought by any broker, finder or similar agent for a commission or fee on account of this Agreement. This section
<br />does not prohibit a Purchaser from obtaining a broker at their own expense.
<br />Section 14. Effective Headings
<br />The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the
<br />construction or interpretation of any of its provisions.
<br />Section 15. Entire Agreement
<br />This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior
<br />and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this
<br />Agreement shall be binding unless executed in writing by all the parties.
<br />Section 16. Counterparts and Non Wet Signatures
<br />This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, together, shall
<br />constitute one and the same Agreement. In order to expedite the transaction contemplated herein, to the extent allowable under applicable Law,
<br />telecopied signatures or signatures transmitted by electronic mail in so-called “pdf” format may be used in place of original signatures on this
<br />Agreement. Purchaser and Caltrans intend to be bound by the signatures on the telecopied or e-mailed document, are aware that the other party
<br />will rely on the telecopied or e-mailed signatures which shall be of the same force and effect as hand-written signatures, and hereby waive any
<br />defenses to the enforcement of the terms of this Agreement based on such telecopied or e-mailed signatures.
<br />Section 17. Binding on Successors and Assigns
<br />This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective legal representatives, successors, and
<br />assigns.
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