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6.C. - Page 13 of 147
<br />The certificates of Commercial General Liability and Professional Liability insurance, if
<br />applicable, shall provide that Cargill shall be given not less than thirty (30) days' written notice
<br />before cancellation or any material change in the insurance. The insurance coverage shall be
<br />written on an occurrence rather than on a claims -made basis, shall be written by carriers with an
<br />A.M. Best Rating of A -VIII or better or provided by self-insurance as authorized by the
<br />California Government Code, and shall remain in effect during the term of this Agreement.
<br />Cargill shall be named as an additional insured on Commercial General Liability insurance or
<br />self-insurance coverage required hereunder.
<br />10. Indemnity. Each Grantee Agency agrees to indemnify, defend and hold harmless
<br />Cargill and its successors and assigns, employees, agents, directors, officers, representatives and
<br />affiliates (the "Cargill Parties") from and against any and all losses, liabilities, damages, claims,
<br />suits, fines, penalties, costs or expenses (including but not limited to attorneys' fees) (collectively
<br />"Claims") for injuries to any persons or property arising out of or resulting from: (i) the acts or
<br />omissions of such Grantee Agency, its agents, employees, representatives, and contractors; (ii)
<br />the use of, occupancy, and/or presence upon the Cargill Property by such Grantee Agency, its
<br />agents, employees, representatives, and contractors; (iii) the breach by such Grantee Agency of
<br />any obligation or covenant contained in this Agreement; and/or (iv) noncompliance by such
<br />Grantee Agency with any permit, approval or applicable law in connection with such Grantee
<br />Agency's activities under this Agreement, including the Clean Water Act, the Comprehensive
<br />Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource
<br />Conservation and Recovery Act of 1976, and similar State of California laws, including the
<br />Porter -Cologne Water Quality Control Act and Hazardous Substances Account Act; provided,
<br />however, a Grantee Agency shall have no obligation to indemnify any Cargill Parties to the
<br />extent such Claims arise from the gross negligence or willful misconduct of one or more Cargill
<br />Parties. Each Grantee Agency's obligation under this indemnification provision will survive any
<br />termination of this Agreement.
<br />11. Damage to Property. Each Grantee Agency agrees that it will not do nor suffer
<br />any waste or damage or injury to the Cargill Property, and Cargill agrees that it will not do nor
<br />suffer any waste or damage or injury to the Box Culvert Improvements. Each Grantee Agency
<br />agrees that it will make no alteration to the Cargill Property except as otherwise expressly
<br />permitted in this Agreement or except as otherwise agreed to in writing by Cargill.
<br />12. Liens. Each Grantee Agency agrees to keep the Cargill Property free of any and
<br />all liens which may be filed against the either property due to the actions of (or work performed
<br />by) such Grantee Agency. Each Grantee Agency covenants and agrees to hold harmless and
<br />indemnify Cargill from and against any costs, expenses and liabilities from any mechanic's,
<br />laborers', materialmen's or other liens, of whatsoever nature, which may be filed against the
<br />Cargill Property during the term of this Agreement due to the actions of (or work performed by)
<br />such Grantee Agency, and to discharge any such liens within thirty days of the filing thereof.
<br />13. Agreement Running with the Land; Successors and Assigns. This Agreement,
<br />including the Culvert Easement and Culvert Access Easement, will run with the Cargill Property,
<br />and the benefits and burdens of this Agreement and the Culvert Easement and Culvert Access
<br />Easement will inure to and be binding upon the Parties and their respective heirs, successors, and
<br />N.
<br />106
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