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<br />ordinances, rules, and regulations. Except to the extent required by any applicable statute, law,
<br />regulation or governmental authority, neither TUV nor TUV's representatives shall report the
<br />results of the inspection or any Intrusive Investigation to any governmental or quasigovernmental
<br />authority under any circumstances without obtaining City's express written
<br />consent, which consent may be withheld in City's sole discretion. Upon expiration of the Term,
<br />TUV, upon City's request, shall provide City with copies of any and all final, third party reports
<br />prepared on behalf of TUV as part of the inspection without any representation or warranty
<br />regarding the accuracy thereof.
<br />
<br />During the City’s ownership of the Development Parcel, TUV and TUV's Representatives shall:
<br />(a) maintain comprehensive general liability (occurrence)
<br />insurance in an amount of not less than $2,000,000 covering any accident arising in
<br />connection with the presence of TUV and TUV's representatives at the Property and the
<br />performance of any investigations, examinations or studies thereon, and shall deliver a
<br />certificate of insurance (in form and substance reasonably satisfactory 'to City), naming
<br />City as an additional insured thereunder, verifying the existence of such coverage to City
<br />prior to entry upon the Property; and
<br />(b) promptly pay when due any third party costs associated with its inspection. TUV
<br />shall, at TUV's sole cost, reasonably repair any damage to the Property resulting from the
<br />inspection or any Intrusive Investigation, and, to the extent TUV or TUV's
<br />representatives alter, modify, disturb or change the condition of the Property as part of
<br />the inspection, any Intrusive Investigation or otherwise, TUV shall, at TUV's sole cost,
<br />reasonably restore the Property to the condition that is substantially similar to the
<br />condition of the Property existing before such alteration, modification, disturbance or
<br />change.
<br />
<br />TUV hereby indemnifies, protects , defends and holds City, its elected and appointed officials,
<br />employees, officers, directors and agents (collectively the "City Indemnified Parties") harmless
<br />from and against any and all losses, damages, claims, causes of action, judgments, damages, costs
<br />and expenses (including reasonable attorneys' fees and court costs) (collectively "Losses") that
<br />City or any City Indemnified Parties suffer or incur as a result of, or in connection with TUV's
<br />inspection, any Intrusive Investigation or TUV's or TUV 's representatives entry upon the
<br />Conveyance Property hereunder; provided, however, that Developer's indemnification obligations
<br />shall not extend to any existing conditions or environmental remediation or response actions
<br />required as a result of such entry, inspection or Intrusive Investigation.
<br />
<br />TUV's undertakings in this Section shall survive a termination of this Agreement for a period of
<br />any applicable statute of limitations relating to any potential claims, suits or causes of action and
<br />shall not be merged into any instrument of conveyance from the City.
<br />
<br />4. Notices herein shall be valid if mailed by first class registered or certified mail, postage prepaid,
<br />addressed as set forth below, or by faxing to the fax numbers set forth below. Notice is conclusively
<br />deemed to have been given two days following mailing, or upon fax transmission.
<br />
<br />If a party changes its address or other contact information set forth above, it shall provide
<br />the new contact information to the other party at least seven (7) days before the same is to be
<br />effective.
<br />
<br />5. TUV shall be prohibited from assigning its interest in this Agreement, or any
<br />portion thereof, without written consent of City.
<br />
<br />6. This written Agreement constitutes the complete agreement between the parties and supersedes any prior
<br />oral or written agreements between the parties regarding the Property. There are no verbal agreements that
<br />change this Agreement and no waiver of any of its terms will be effective unless in a written agreement
<br />executed by the parties.
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