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6.C. - Page 65 of 147
<br />Agreement. Cargill Point and Cargill shall be named as additional insureds on Commercial
<br />General Liability insurance or self-insurance coverage required hereunder.
<br />12. Indemnity. Each Grantee Agency agrees to indemnify, defend and hold harmless
<br />Cargill Point and its successors, assigns, employees, agents, directors, officers, representatives
<br />and affiliates (the "Cargill Point Parties") and Cargill and its successors, assigns, employees,
<br />agents, directors, representatives and affiliates (the "Cargill Parties") from and against any and
<br />all losses, liabilities, damages, claims, suits, fines, penalties, costs or expenses (including but not
<br />limited to attorneys' fees) (collectively "Claims") for injuries to any persons or property arising
<br />out of or resulting from: (i) the acts or omissions of such Grantee Agency, its agents, employees,
<br />representatives and contractors; (ii) the use of, occupancy, and/or presence upon the Cargill Point
<br />Property or Cargill Property by such Grantee Agency, its agents, employees, representatives and
<br />contractors; (iii) the breach by such Grantee Agency of any obligation or covenant contained in
<br />this Agreement; and/or (iv) noncompliance by such Grantee Agency with any permit, approval
<br />or applicable law in connection with such Grantee Agency's activities under this Agreement,
<br />including the Clean Water Act, the Comprehensive Environmental Response, Compensation and
<br />Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, and
<br />similar State of California laws, including the Porter -Cologne Water Quality Control Act and
<br />Hazardous Substances Account Act; provided, however, a Grantee Agency shall have no
<br />obligation to indemnify any Cargill Point Parties to the extent such Claims arise from the gross
<br />negligence or willful misconduct of one or more Cargill Point Parties, and a Grantee Agency
<br />shall have no obligation to indemnify any Cargill Parties to the extent such Claims arise from the
<br />gross negligence or willful misconduct of one or more Cargill Parties. Each Grantee Agency's
<br />obligation under this indemnification provision will survive any termination of this Agreement.
<br />13. Damage to Property. Each Grantee Agency agrees that it will not do nor suffer
<br />any waste or damage or injury to either the Cargill Point Property or Cargill Property, and
<br />Cargill Point and Cargill each agree that it will not do nor suffer any waste or damage or injury
<br />to the Drainage Facilities. Each Grantee Agency agrees that it will make no alternation to either
<br />the Cargill Point Property or the Cargill Property except as otherwise expressly permitted in this
<br />Agreement or except as otherwise agreed to in writing by Cargill Point or Cargill, respectively.
<br />14. Liens. Each Grantee Agency agrees to keep the Cargill Point Property and Cargill
<br />Property free of any and all liens which may be filed against either property due to the actions of
<br />(or work performed by) such Grantee Agency. Each Grantee Agency covenants and agrees to
<br />hold harmless and indemnify Cargill Point and Cargill from and against any costs, expenses and
<br />liabilities from any mechanic's, laborers', materialmen's or other liens, of whatsoever nature,
<br />which may be filed against either the Cargill Point Property or the Cargill Property, respectively,
<br />during the term of this Agreement due to the actions of (or work performed by) such Grantee
<br />Agency, and to discharge any such liens within thirty days of the filing thereof.
<br />15. Agreement Running with the Land; Successors and Assigns. This Agreement,
<br />including the Drainage Easement and Drainage Access Easement, will run with the Cargill Point
<br />Property and Cargill Property, and the benefits and burdens of this Agreement and the Drainage
<br />Easement and Drainage Access Easement will inure to and be binding upon the Parties and their
<br />respective heirs, successors and assigns. This Agreement is assignable by a Grantee Agency
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