AgdaPkt 2000-02-07 - Laserfiche WebLink

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least thirty (30) days written notice to RSP prior to any cancellation, material amendment or reduction of such insurance coverage. The policy shall also name KG Shores Corporation and KG Peninsula Shores Corporation as additional insureds for so long as RSP is the owner of the Easement Areas. Such insurance shall be primary and non- contributing with any other insurance policies maintained by RSP. On the date of this ' Agreement the City shall deliver to RSP certificates of insurance evidencing such insurance coverage. Such policies shall be increased upon annual renewal if determined to be reasonably necessary. In lieu thereof, the City shall provide RSP with written proof satisfactory to RSP both (i) that the City is self-insured and (ii) that the City has sufficient financial strength for such self-insurance. 6. Indemnification. The City hereby agrees to indemnify, defend and hold RSP and its partners, officers, directors, shareholders, affiliates, guarantors, employees, representatives, agents, attorneys,' heirs, successors and assigns harmless from and against any and all claims, actions, causes of action, demands, damages, costs, liabilities, losses, judgments, expenses or costs of any kind or nature whatsoever (including, without limitation, attorneys' fees and court costs) arising out of or relating to the City's performance of any maintenance and repair work or the public's use, enjoyment and activities on the Easement Areas. The City's indemnification and defense obligations under Section 6 shall not be limited by the amount of available insurance proceeds under Section 5 above. 7. Attorneys Fees. In the event of any controversy, claim or dispute relating to or arising out of this Agreement, the prevailing party shall be entitled to recover ftom the non-prevailing party reasonable attorneys' fees, costs and expenses. 8. Entire Agreement. This Agreement, including Exhibits A through E, attached hereto and incorporated herein by this reference, and the License Agreement constitute the entire agreement between the parties with respect to the grants of easements hereunder. This Agreement may be amended, modified or supplemented only by a written document executed by the parties to this Agreement or their respective successors in title to Easement Area. 9. Mortgagee Protection. No violation or breach of the covenants, agreements and restrictions contained in this Agreement shall affect or impair the liens or rights of the holder of a First Mortgage (as hereinafter defined) given in good faith and for value which is now or in the future recorded against the Property; provided, however, that the purchaser at a foreclosure sale or other party taking title to the Property shall be bound by this Agreement and the covenants, agreements and restrictions set forth herein from and after the date it acquires title to the Property. The term "First Mortgage" shall mean any duly recorded mortgage or deed of trust encumbering the Property that has priority under the California recording statutes over all other mortgages or deeds of trust encumbering the same real property. 5 -¡-"""-"'r