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6.1.G. - Page 9
<br /> allowed by AUTHORITY, its Agents or Invitees, on, in, or under the City Property, any
<br /> improvements or into the environment, or (e) any failure by AUTHORITY faithfully to
<br /> observe or perform any terms, covenants or conditions of this Agreement; except to the
<br /> extent of Claims resulting from the sole negligence or willful misconduct of CITY or CITY's
<br /> authorized representatives. In addition to AUTHORITY's obligation to indemnify CITY,
<br /> AUTHORITY specifically acknowledges and agrees that it has an immediate and
<br /> independent obligation to defend CITY from any claim that actually or potentially falls
<br /> within this indemnity provision even if such allegation is or may be groundless, fraudulent
<br /> or false, which obligation arises at the time such claim is tendered to AUTHORITY by
<br /> CITY and continues at all times thereafter. The foregoing indemnity shall include, without
<br /> limitation, reasonable attorneys', experts' and consultants' fees and costs, investigation
<br /> and remediation costs and all other reasonable costs and expenses incurred by the
<br /> Indemnified Parties, including, without limitation, damages for decrease in the value of
<br /> the City Property and claims for damages or decreases in the value of adjoining property
<br /> allegedly arising out any injury to or death of any person or damage to or destruction of
<br /> any property occurring in or on the City Property, or any part thereof. AUTHORITY's
<br /> obligations under this Section shall survive the expiration of the Term or earlier
<br /> termination of this Agreement. CITY and CITY's Indemnified Parties shall have no liability
<br /> to AUTHORITY as the result of damage or loss to property or injury or death to any person
<br /> occurring on the City Property arising out of the Activities conducted on the City Property
<br /> except for damage or loss to property or injury or death to any person caused by the sole
<br /> negligence or willful misconduct of the Indemnified Parties, or any of them. The parties
<br /> intend that damages and/or costs and all other terms implying an amount tied to liability
<br /> shall include consequential damages.
<br /> 11. As Is Condition of Citv Propertv; Disclaimer of Representations.
<br /> AUTHORITY accepts the City Property in its "AS IS" condition, without representation or
<br /> warranty of any kind by CITY, its officers, agents or employees, and subject to all
<br /> applicable laws, rules and ordinances governing the use of the City Property. Without
<br /> limiting the foregoing, this Agreement is made subject to any and all existing and future
<br /> covenants, conditions, restrictions, easements, encumbrances and other title matters
<br /> affecting the City Property, whether foreseen or unforeseen, and whether such matters
<br /> are of record or would be disclosed by an accurate inspection or survey.
<br /> 12. No Assiqnment. This Agreement is personal to AUTHORITY and shall not be
<br /> assigned, conveyed or otherwise transferred by AUTHORITY except upon the prior
<br /> written consent of CITY, which consent shall not unreasonably be withheld. The
<br /> provisions of this Section shall not be deemed to prevent or preclude the Permitted
<br /> Activities and uses in conjunction with the Permitted Facilities by or for AUTHORITY, its
<br /> contractor(s), subcontractors, consultants, employees, officers, agents and invitees.
<br /> 1 3. Covenant Not to Discriminate. In the performance of this its activities
<br /> pursuant to this Agreement, AUTHORITY agrees not to discriminate against any person
<br /> on the basis race, religious creed, color, national origin, ancestry, physical disability,
<br /> mental disability, medical condition (cancer-related or genetic characteristics), marital or
<br /> ATTY/AGR/2013.061/SBSA LICENSE AGREEMENT
<br /> REV: 07-10-13 VR
<br /> Page 7 of 13
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