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<br />ATTY/AGR/2022.014.04/TRI-PARTY AGREEMENT
<br />REV: 01-25-2022 VR
<br />(b) Non-Interference. At all times Developer shall ensure that all Developer Activities are conducted
<br />in a manner to reasonably minimize noise, disruption and interference with the County Work and
<br />(if applicable) construction of the Navigation Center on the City Parcel, and City and County use
<br />of the Temporary Road.
<br />(c) Avoidance of Wetlands. Developer shall take care to avoid all wetlands within the City Parcel,
<br />and to prevent any persons, equipment, materials, debris or other objects from entering into any
<br />wetlands area.
<br />(d) Limitations on City Parcel Roadway License. Developer’s rights under the City Parcel Roadway
<br />License are subject to the City’s and County’s Temporary Roadway Access Rights.
<br />(e) General Cooperation/Coordination. Each of Developer and County shall, and each shall cause
<br />their respective contractors, subcontractors, consultants and representatives to, work together
<br />in good faith to facilitate each party’s permitted activities and minimize conflicts on the City
<br />Parcel and City Remainder and in the City Parcel Roadway License Area and City Remainder
<br />Roadway License Area. The parties shall work together (and with the City) to develop and
<br />comply with mutually acceptable schedules and protocols, including without limitation work
<br />hours, meetings, access points, etc. Initial cooperation and coordination matters are set forth on
<br />Exhibit B. Without limiting the foregoing, each of Developer and County shall designate a single
<br />representative to serve as a point of contact for that party.
<br />5. Insurance. During the Term of this License, Developer shall maintain (or cause its contractors to
<br />maintain) all insurance required in Exhibit C. Developer shall provide Owner evidence of the foregoing
<br />insurance before accessing any part of the Temporary License Area.
<br />6. Indemnity.
<br />(a) Developer shall indemnify, defend (with counsel approved by Owner) and hold harmless Owner
<br />and its officers, officials, employees and agents, (collectively, “Indemnitees”), from and against
<br />any and all claims, losses, liabilities, damages, fines, penalties, fees, charges, liens, judgments,
<br />causes of action, suits, legal and administrative proceedings, (whether legal or administrative),
<br />remediation, response, removal, or clean-up obligations, and all costs and expenses associated
<br />therewith (including without limitation attorneys’ fees, expert fees, and court costs) (all of the
<br />foregoing, collectively, “Claims”), to the extent arising out of or in any way directly or indirectly
<br />related to or resulting from Developer’s use of the Temporary License Area, or any Developer
<br />Activities, whether by Developer or its officers, employees, agents, contractors, subcontractors,
<br />or any other third party acting under the control or at the request of Developer (collectively,
<br />“Developer Parties”), or other acts, omissions, negligence or willful misconduct of Developer or
<br />any Developer Parties, except to the extent caused or exacerbated by the willful misconduct or
<br />gross negligence of the Indemnitees. The foregoing indemnity shall include, without limitation,
<br />Claims relating to personal injury, bodily injury, death and property damage, and Claims in any
<br />way related to the disposal, treatment, transportation, manufacture, or use of any Hazardous
<br />Substances by Developer or any Developer Parties during the term of the License. Developer’s
<br />obligations under this Section shall survive the expiration or earlier termination of this License
<br />only as to Claims that accrued prior to termination of the License, whether or not such Claim was
<br />filed or otherwise acted upon during the term of the License.
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