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2.2.5 Developer shall protect, indemnify, defend (with counsel reasonably
<br />acceptable to City) and hold the Property, City and their officials, officers, employees, agents
<br />and attorneys free and harmless from and against any and all claims, damages, liens, stop
<br />notices, liabilities, losses, costs and expenses, including reasonable attorneys' fees and court
<br />costs and expenses (all of the foregoing, collectively "Liabilities"), resulting from the Work
<br />authorized by this License, including, without limitation, repairing any and all damages to any
<br />portion of the Property, arising out of or related (directly or indirectly) to Licensees' conducting
<br />inspections, surveys, tests, and studies, except as to those Liabilities attributable to the
<br />negligence or willful misconduct of the City and their officials, officers, employees, agents,
<br />contractors and attorneys or the mere discovery of pre-existing conditions. Developer's
<br />indemnification obligations set forth herein shall survive the close of escrow for the Property,
<br />shall not be merged with any grant deed in connection therewith and shall survive the
<br />termination of this License. The indemnity provided in this paragraph shall not extend to any
<br />injury, death or property damage to the extent caused by or arising from any condition existing
<br />on the Property prior to the commencement of the Work, including, but not limited to, any
<br />preexisting environmental condition on or about the Property.
<br />2.2.6 Prior to any entry upon the Property by any Licensee, Developer shall
<br />deliver to City an original endorsement to Developer's commercialgeneral liability insurance
<br />policy evidencing that Developer is carrying a commercial general liability insurance policy with
<br />a financially responsible insurance company acceptable to City, covering: (1) the activities of
<br />Licensees on or upon the Property and (2) Developer's indemnity obligation contained in section
<br />2.2.5, above. Such endorsement to such insurance policy shall evidence that such insurance
<br />policy shall have a per occurrence limit of at least One Million Dollars ($1,000,000) and an
<br />aggregate limit of at least One Million Dollars ($1,000,000), shall name City and their officials,
<br />officers, employees, and agents as additional insureds, shall be primary and non-contributing
<br />with any other insurance available to City and shall contain a full waiver of subrogation clause.
<br />2.2.7 To give the City two (2) business days' notice prior to entry upon the
<br />Property as provided in section 3.5 hereof.
<br />2.2.8 To require the Contractor to remove and dispose of any waste materials
<br />generated in the course of performing the Worlc. Such removal and disposal shall be done in
<br />accordance with applicable federal, state, and local law.
<br />2.3 The term of this License shall extend from the full execution of this License until
<br />the earlier of the following to occur: (1) the close of escrow pursuant to the Sale Agreement and
<br />Escrow Instructions; (2) the termination as set forth in Section 3.2 hereof.
<br />MISCELANEOUS
<br />3.1 The Licensee agrees that permission to enter is not a waiver of the right to receive
<br />compensation for the acquisition of the Property or any remedy authorized by law to secure
<br />payment therefore. Nothing in this License shall be interpreted as, or otherwise be deemed to be, a
<br />transfer or conveyance of any interest in real property whatsoever between City and the Licensees
<br />(or any of them), except as otherwise specifically provided in writing. The parties acknowledge
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