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expense of City or such contractors, commercial general liability insurance covering the use of the
<br />Stanford Property, and insuring against claims for bodily injury, personal injury, and property
<br />damage. Such coverage shall be written on an occurrence form, with limits of not less than
<br />$3,000,000 per occurrence. Any combination of self-insurance, primary general liability insurance
<br />and umbrella liability insurance or excess coverage limits can satisfy such per occurrence limit.
<br />All such general and umbrella liability insurance or excess coverage shall include as additional
<br />insureds or additional covered parties Stanford and the Stanford Parties. City and its contractors
<br />shall also maintain statutory workers' compensation insurance covering all employees entering the
<br />Stanford Property, and such insurance shall include a waiver of subrogation in favor of Stanford
<br />and the Stanford Parties. Stanford may from to time require City to increase any policy limits
<br />required by this Section provided that such increases shall not be required more than once in any
<br />five (5) year period and, in all instances, the coverage amounts shall be commercially reasonable.
<br />6. Indemnity. City shall indemnify, protect, defend, save and hold harmless Stanford
<br />and its affiliated organizations and each of their respective trustees, directors, officers, employees,
<br />faculty, representatives, agents, students, volunteers, and other occupants and users of the Stanford
<br />Property (collectively, the "Stanford Parties") from any and all claims, demands, losses,
<br />damages, costs, liabilities, penalties, and expenses, including, without limitation, reasonable
<br />attorneys' fees and expenses (collectively, "Claims"), in connection with or arising from, in whole
<br />or in part, the following: (a) performance of the Easement Activities on the Easement Area or
<br />access to the Stanford Property by City or its employees, representatives, agents, contractors,
<br />subcontractors, materialmen and other parties who access and use the Easement Area or the
<br />Stanford Property pursuant to this Agreement (each, individually a "City Access Party" and
<br />collectively "City Access Parties") in connection with such performance of the Easement
<br />Activities; (b) any negligent or willful acts or omissions or any violations of law by City or any
<br />City Access Party in, on or about the Stanford Property in connection with the performance of the
<br />Easement Activities by any City Access Party or access to the Stanford Property in connection
<br />with such Easement Activities; (c) the condition of the Levee Wall or any portion thereof,
<br />including the Encroaching Flood Protection Devices; and (d) the breach of this Agreement by City.
<br />If any Claim is brought, made or initiated against Stanford or a Stanford Party relating to any of
<br />the above described events, occurrences, or conditions, City, upon notice from Stanford or such
<br />Stanford Party, shall at its sole cost and expense, resist or defend such claim, action or proceeding
<br />by attorneys approved by Stanford or such Stanford Party, which approval shall not be
<br />unreasonably withheld. Notwithstanding the foregoing, City's indemnity obligations herein shall
<br />not apply to the extent of the gross negligence or willful misconduct of Stanford or any Stanford
<br />Parties.
<br />7. Notices. All notices or communications permitted or required hereunder shall be
<br />in writing and shall be addressed to the Parties and the addresses set forth below. Notices may be
<br />delivered in person or by recognized overnight courier, or mailed by U.S. certified mail, return
<br />receipt requested, and shall be deemed given on receipt or refusal to accept receipt. Either Party
<br />may change its address for the giving of notices hereunder by giving notice of such change of
<br />address to the other Party in accordance herewith.
<br />ATTY/AGR/2025.263 — ENCROACHMENT EASEMENT DEED STANFORD
<br />REV: 10-07-25 VR
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