|
5. AS -IS Condition. Licensee acknowledges that the Premises were formerly used for
<br /> the repair and sale of auto parts, including brakes and brake repair. In addition, the Property is
<br /> adjacent to and near former and current auto wrecking yards. Licensee elects to use the
<br /> Premises with knowledge that Hazardous Materials and hazardous conditions may and do exist
<br /> on, in or about the Premises. Licensee acknowledges that the City is permitting Licensee to use
<br /> the Premises pursuant to this Agreement on an "AS IS ", "WHERE iS" and "WITH ALL
<br /> FAULTS" basis and that Licensee is not relying on any representations or warranties of any kind
<br /> whatsoever, express or implied, from City, its employees, board members, agents, or brokers as
<br /> to any matters concerning the Premises. The City makes no representations or warranties as to
<br /> any matters concerning the Premises, including without limitation: (i) the quality, nature,
<br /> adequacy and physical condition of the Property or the Improvements, including, but not limited
<br /> to, structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities,
<br /> and the electrical, mechanical, I -IVAC, plumbing, sewage, and utility systems, facilities and
<br /> appliances, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any
<br /> groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities
<br /> serving the Premises, (iv) the Premises' use, habitability, merchantability, or fitness, suitability,
<br /> value or adequacy of the Premises for any particular purpose, (v) the compliance of the Premises
<br /> with any Environmental Laws, covenants, conditions and restrictions of any governmental or
<br /> quasi - governmental entity or of any other person or entity, (vi) the presence or removal of
<br /> Hazardous Materials, substances or wastes in, on, under or about the Premises or the adjoining or
<br /> neighboring property; (vii) the quality of any labor and materials used in any Improvements, or
<br /> (viii) the condition of title to the Property.
<br /> 5.1 Licensee to Rely on Own Experts. Licensee understands that notwithstanding the
<br /> delivery by City to Licensee of any materials, including, without limitation, third party reports,
<br /> Licensee will rely entirely on Licensee's own experts and consultants and its own independent
<br /> investigation in proceeding with the use of the Premises pursuant to this Agreement.
<br /> 6. Indemnification. Licensee agrees to indemnify, defend with counsel approved by City,
<br /> said approval not to be unreasonably withheld, and hold City and its elected and appointed
<br /> officers, officials, employees, agents and representatives (all of the foregoing collectively
<br /> "Indemnitees ") harmless from and against all liability, loss, cost, claim, demand, action, suit,
<br /> legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including,
<br /> without limitation, reasonable attorneys' fees and costs of litigation) (all of the foregoing
<br /> collectively "Claims ") resulting from or arising in connection with use of the Premises by
<br /> Licensee or Licensee's agents, employees, invitees, contractors or subcontractors, including
<br /> without limitation, Claims arising as a result of injury, death or property damage, and Claims
<br /> arising as a result of or in connection with any release of any Hazardous Material in or about the
<br /> Premises by Licensee, or Licensee's agents, employees, invitees, contractors, or subcontractors,
<br /> or any other violation of any Environmental Law by Licensee or Licensee's agents, employees,
<br /> invitees, contractors or subcontractors, except and to the extent caused by the negligence or
<br /> willful misconduct of any of the Indemnitees. Licensee's indemnification obligations set forth in
<br /> this Section 6 shall survive the expiration or earlier termination of this Agreement.
<br /> 7. Release of Claims. Except and to the extent caused solely by the negligence or willful
<br /> misconduct of any of the Indemnitees (defined in Section 6 above), Licensee hereby waives,
<br /> releases, and discharges forever the Indemnitees from all present and future Claims (defined in
<br />
|