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satisfactory to City prior to entry onto the Property for such purpose and shall require Developer
<br />to provide proof of liability insurance acceptable to City. Developer's inspection, examination,
<br />survey and review of the Property shall be at Developer's sole expense. Developer shall provide
<br />City with copies of all reports and test results promptly following completion of such reports and
<br />testing. Developer hereby agrees to notify the City twenty four (24) hours in advance of its
<br />intention to enter the Property and will provide workplans, drawings, and descriptions of any
<br />intrusive sampling it intends to do. Developer must keep the Property in a safe condition during
<br />its entry. Developer shall repair, restore and return the Property to its condition immediately
<br />preceding Developer's entry thereon at Developer's sole expense Developer will not permit any
<br />mechanics liens, stop notices or other liens or encumbrances to be placed against the Property
<br />prior to Close of Escrow. Without limiting any other indemnity provisions set forth in this
<br />Agreement, Developer shall indemnify, defend (with counsel approved by City) and hold the
<br />Indemnitees harmless from and against all Claims resulting from or arising in connection with
<br />entry upon the Property by Developer or Developer's agents, employees, consultants, contractors
<br />or subcontractors pursuant to this Section 6.1 except to the extent arising from the gross
<br />negligence or willful misconduct of the Indemnitees. Developer's indemnification obligations
<br />set forth in this Section 6.1 shall survive the Close of Escrow and the termination of this
<br />Agreement.
<br />6.2 Environmental Disclosure. To the extent the City has copies of investigation
<br />reports concerning the Property, it will provide copies to Developer upon request; but the Parties
<br />acknowledge that City will not be conducting a public records search of any regulatory agency
<br />files—although the City urges Developer to do so to satisfy itself regarding the environmental
<br />condition of the Property. By execution of this Agreement, Developer: (i) acknowledges its
<br />receipt of the foregoing notice respecting the environmental condition of the Property; (ii)
<br />acknowledges that it will have an opportunity to conduct its own independent review and
<br />investigation of the Property prior to the Close of Escrow; (iii) agrees to rely solely on its own
<br />experts in assessing the environmental condition of the Property and its sufficiency for its
<br />intended use; and (iv) waives any and all rights Developer may have to assert that the City failed
<br />to disclose information about the environmental condition of the Property.
<br />6.3 Property Leased "AS IS." Developer specifically acknowledges that the City will
<br />lease the Property to Developer on an "AS IS", "WHERE IS" and "WITH ALL FAULTS" basis
<br />and that Developer is not relying on any representations or warranties of any kind whatsoever,
<br />express or implied, from City, its employees, board members, agents, or brokers as to any
<br />matters concerning the Property. The City makes no representations or warranties as to any
<br />matters concerning the Property, including without limitation: (i) the quality, nature, adequacy
<br />and physical condition of the Property, including, but not limited to, appurtenances, access,
<br />landscaping, and parking facilities, (ii) the quality, nature, adequacy, and physical condition of
<br />soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical
<br />condition of utilities serving the Property, (iv) the development potential of the Property, and the
<br />Property's use, habitability, merchantability, or fitness, suitability, value or adequacy of the
<br />Property for any particular purpose, (v) the zoning or other legal status of the property or any
<br />other public or private restrictions on use of the Property, (vi) the compliance of the Property or
<br />its operation with any Environmental Laws, covenants, conditions and restrictions of any
<br />governmental or quasi -governmental entity or of any other person or entity, (vii) the presence or
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