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<br />certifying that the placement of all Dredge Material has been completed in accordance with this
<br />Agreement and (ii) copies of tests, reports and studies obtained or performed by Licensee
<br />pertaining to the Dredge Material and/or its placement in the Ditch.
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<br />5. Indemnification. Licensee and its successors and assigns (the "Indemnifying
<br />Party") shall protect, defend with counsel reasonably acceptable to the Indemnified Party (as
<br />hereinafter defined), indemnify and hold harmless Licensor and Licensor's officers, managers,
<br />members, partners, designees, directors, successors, assigns, agents, representatives, employees,
<br />divisions, affiliates, parent and subsidiary companies, any lender of Licensor with an interest in
<br />the Property, and any successors in interest in the Property or any part thereof, and each of them
<br />(each an "Indemnified Party") from and against any and all losses, claims, expenses, damages,
<br />obligations, damages, liabilities or judgments, including reasonable attorneys' fees and court
<br />costs (collectively, "Claims"), which arise out of the activities of and/or use by the Indemnifying
<br />Party or its employees, contractors, subcontractors, consultants, engineers, agents, tenants,
<br />guests, or invitees on the License Areas or elsewhere on the Property, including but not limited
<br />to any personal injury or property damage resulting from such activities and use. This
<br />indemnity and hold harmless provision shall be limited to the above described activities and use.
<br />Without limiting the generality of the foregoing, Licensee acknowledges and agrees that the
<br />Dredge Material License Area and remainder of Lot 1 are expected to be transferred to DEWR
<br />within five (5) or more years after the date hereof., The obligations of Indemnifying Party under
<br />this Agreement shall survive the termination of this License.
<br />
<br />6. Liens. Licensee shall, at its sole cost, pay when due all invoices related to
<br />Licensee's activities on and about the License Areas and shall keep the Property free and clear of
<br />any mechanic's liens related thereto. If Licensee shall fail to discharge any lien within ten (10)
<br />days of written request by Licensor, Licensor shall have the right to pay such lien, and Licensee
<br />shall reimburse Licensor the cost thereof within ten (10) days of written demand, plus interest at
<br />the rate of "prime" (Citibank) plus 4%.
<br />
<br />7. Duration of Licenses/Successors In Interest. The Licenses shall continue in full
<br />force and effect until the first to occur of: (i) an instrument terminating this Agreement is
<br />executed, acknowledged and recorded by all of the then current owners of the estates benefited
<br />or burdened by the Licenses, (ii) the completion of the placement of all Dredge Material in the
<br />Ditch in accordance with the requirements of Section 2, or (Hi) February 1, 2010.
<br />Notwithstanding the termination of the Licenses, the remaining provisions of this Agreement
<br />shall continue in force in perpetuity. Subject to the foregoing, this Agreement is intended to be a
<br />covenant running with the land established in accordance with Section 1468 of the California
<br />Civil Code, all of the rights and obligations of Licensor under this Agreement shall inure to the
<br />benefit and burden of all successors in interest to the Property.
<br />
<br />8. Cooneration. If any additional documents are reasonably necessary to
<br />accomplish the express purposes of this Agreement, the parties hereto agree to cooperate
<br />reasonably and in good faithjn the preparation of any such documents, and agree to sign any
<br />such necessary documents~ and agree promptly to sign and deliver any such documents.
<br />
<br />9. Arbitration of Disnutes. If any dispute or claim in law or equity arises out of or
<br />relates to this Agreement or breach or interpretation thereof, the parties shall promptly schedule a
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