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2 "As Is"
<br /> Developer agrees the Developer will rely solely on its own investigation
<br /> of the City Property and agrees to purchase the City Property "As Is," in
<br /> its current physical condition, with no warranties, express or implied, as to
<br /> the physical condition thereof, the presence or absence of any latent or
<br /> patent condition thereon or therein, including, without limitation, any
<br /> Hazardous Materials (as defined herein) thereon or therein and any other
<br /> matters affecting the City Property..
<br /> 3, Developer Indemnity
<br /> Developer agrees, from and after the Closing Date, to defend, indemnify,
<br /> protect and hold harmless the City and its officers, beneficiaries,
<br /> employees, agents, attorneys, representatives, legal successors and assigns
<br /> ("Indemnitees") from, regarding and against any and all liabilities,
<br /> obligations, orders, decrees, judgments, liens, demands, actions,
<br /> Environmental Response Actions (as defined herein), claims, losses,
<br /> damages, fines, penalties, expenses, Environmental Response Costs (as
<br /> defined herein) or costs of any kind or nature whatsoever, together with
<br /> fees (including, without limitation, reasonable attorneys' fees and experts'
<br /> and consultants' fees), whenever arising, unless caused in whole or in part
<br /> by any of the Indemnitees, resulting from or in connection with the actual
<br /> or claimed generation, storage, handling, transportation, use, presence,
<br /> placement, migration and/or release of Hazardous Materials (as defined
<br /> herein), at, on, in, beneath or from the City Property (collectively referred
<br /> to as "Contamination"), Developer's defense, indemnification, protection
<br /> and hold harmless obligations herein shall include, without limitation, the
<br /> duty to respond to any governmental inquiry, investigation, claim or
<br /> demand regarding the Contamination, at Developer's sole cost,
<br /> 4 Release and Waiver
<br /> The Developer hereby releases and waives all rights, causes of action and
<br /> claims Developer has or may have in the future against the indemnitees
<br /> arising out of or in connection with any Hazardous Materials (as defined
<br /> herein), at, on, in, beneath or from the City Property, unless the presence
<br /> of such Hazardous Materials at, on, in, beneath or from the City Property
<br /> is caused in whole or in part by any of the I.ndcnrn.itees, In furtherance of
<br /> the intentions set forth herein, Developer acknowledges that it is familiar
<br /> with Section 1542 of the Civil Code of the State of California which
<br /> provides as follows:
<br /> "A general release does not extend to claims which the
<br /> creditor does not know or suspect to exist in his or her
<br /> favor at the time of executing the release, which if
<br /> ATTY/AGR/2014.197/RDW GREYSTAR PRA
<br /> REV:10-01-14 PT&VR
<br /> 82483 0111117\4102715 13 12
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