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GRANTOR: GARNET BEAR, L.P. APN: 941-1311-2
<br /> PROJECT: JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT
<br /> E. CITY shall indemnify, defend and hold harmless GRANTOR from and against all
<br /> claims, causes of action, damages, liabilities, injuries, actions, costs and expenses
<br /> (including reasonable attorneys' fees and costs), arising from or related to CITY's
<br /> use of the TICE area, exercise of CITY's rights under this Agreement, or work
<br /> performed in connection with the Project. The provisions of the immediately
<br /> preceding sentence shall not be applicable to the extent of GRANTOR's
<br /> negligence or willful misconduct.
<br /> F. Rights of ingress to and egress from the GRANTOR's remaining property shall be
<br /> maintained at all times during the construction period.
<br /> 5. CITY Performed Work. All work done under this Agreement shall conform to all applicable
<br /> building, fire and sanitary laws, ordinances, and regulations relating to such work, and shall be
<br /> done in a good workmanlike manner. All structures, improvements or other facilities, when
<br /> removed, and relocated, or reconstructed by the CITY or its authorized agent, shall be left in as
<br /> good condition as found.
<br /> 6. Indemnification. CITY shall indemnify, defend, and hold harmless GRANTOR from and
<br /> against all claims, causes of action, damages, liabilities, cost and expenses (including
<br /> reasonable attorney fees and costs), arising from or related to CITY's use of the Property and
<br /> exercise of CITY's rights under this Agreement, except as to action, damages, liabilities or costs
<br /> due to GRANTOR's negligence or willful misconduct.
<br /> 7. Right of Possession and Use. CITY's right of possession and use of the Permanent
<br /> Easement and TCE, including the right to remove and dispose of improvements, and install and
<br /> connect utilities, shall commence on the date the amount of funds as specified in Section 3.A
<br /> herein are deposited into the escrow controlling this transaction. The consideration shown in
<br /> Section 3.A includes, but is not limited to, full payment for the possession and use from that
<br /> date, including interest and damages if any.
<br /> 8. Notice to Successors. If GRANTOR sells, conveys or assigns any property interest
<br /> encumbered by this Agreement before the CITY exercises its rights, GRANTOR shall notify the
<br /> successor or assignor of the rights and obligations under this Agreement.
<br /> 9. Escrow Instructions. GRANTOR authorizes CITY to prepare and file escrow instructions
<br /> in accordance with this Agreement on behalf of both parties.
<br /> 10. Hazardous Wastes. The acquisition price of the Permanent Easement and TICE being
<br /> acquired in this transaction reflects the fair market value of the Property without the presence of
<br /> contamination. If the Property being acquired is found to be contaminated by the presence of
<br /> hazardous waste which requires mitigation under Federal or State law, the CITY may elect to
<br /> recover its clean-up costs from those who caused or contributed to the contamination.
<br /> GRANTOR shall further indemnify, defend, save and hold harmless the CITY from any and all
<br /> claims, costs and liability, including reasonable attorney's fees, for any damage, injury or death
<br /> to persons or property arising directly or indirectly from or connected with the existence of toxic
<br /> or hazardous material on the property, save and except claims, costs or litigation arising through
<br /> the sole willful misconduct of the CITY.
<br /> 11. No Leases. GRANTOR warrants that there are no oral or written leases on all or any
<br /> portion of the Permanent Easement and TCE exceeding a period of one month. GRANTOR
<br /> agrees to hold CITY harmless and reimburse CITY for any of its losses and expenses
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