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<br />special assessments pertaining to the Office Parcel which accrue during or are attributable
<br />to any period during which Chamber occupies the Office Parcel.
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<br /> (d) Chamber shall occupy the Office Parcel in its as-is condition as of the
<br />commencement of the license period. Chamber acknowledges that City shall have no
<br />responsibility for the repair or maintenance of the Office Parcel, and Chamber releases
<br />City from all Claims (defined below) related in whole or in part, directly or indirectly, to
<br />the condition of the Office Parcel.
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<br /> (e) Chamber shall not use or permit Hazardous Materials to be used in, on or
<br />under the Office Parcel except for substances used in the ordinary course of Chamber’s
<br />business and used and disposed of in compliance with all applicable state, federal and
<br />local laws, rules and regulations.
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<br /> (f) Chamber shall comply with all state, federal and local laws, rules and
<br />regulations in connection with its use and occupancy of the Office Parcel.
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<br /> (g) Chamber shall indemnify, defend (with counsel approved by City) and
<br />hold harmless, City and its elected and appointed officers, officials, employees, agents,
<br />consultants, and contractors from and against all claims, liabilities, losses, damages, fines,
<br />penalties, claims, demands, suits, actions, causes of action, judgments, costs and expenses
<br />(including without limitation reasonable attorneys’ fees and court costs) (collectively
<br />“Claims”) including without limitation, Claims relating to property damage or personal
<br />injury, arising from Chamber’s use and occupancy of the Office Parcel, including without
<br />limitation, any such Claims arising from the gross negligence of Chamber or its officers,
<br />agents, contractors, employees or invitees, except to the extent any such Claim arises
<br />from City’s gross negligence or willful misconduct. The provisions of this paragraph
<br />shall survive the close of escrow and the termination of this Agreement.
<br /> (h) Throughout the period during which Chamber remains in occupancy of the
<br />Office Parcel, Chamber shall maintain, at Chamber’s expense: (i) Comprehensive
<br />General Liability insurance issued by a carrier authorized to sell insurance in the State of
<br />California, written on an occurrence basis, and providing coverage for bodily injury,
<br />death and property damage caused by or occurring in connection with Chamber’s use and
<br />occupancy of the Office Parcel with a policy limit of at least $3,000,000 per occurrence,
<br />$5,000,000 in the aggregate, with commercially reasonable deductibles, insuring the
<br />Chamber (as named insured) and the City (as additional insured) against all claims,
<br />demands, actions, suits, or personal injury or property damage occurring upon, in, or
<br />about the Office Parcel, or arising from any acts or omissions of Chamber or any of its
<br />agents or employees. The commercial General Liability policy shall insure for
<br />contractual indemnity and contain a cross-liability endorsement. (ii) Worker’s
<br />Compensation insurance in compliance with the requirements of law, and (iii) “all risks”
<br />property insurance (or its equivalent) covering all improvements located in the Office
<br />Parcel in a minimum amount equal to 100% of the reasonable replacement cost thereof.
<br />The property insurance policy shall contain a severability of interests clause.
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