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GRANTOR: GARNET BEAR,L.P. APN: 941-1311-2
<br /> PROJECT: JOHNSON DRIVE ECONOMIC DEYELOpww 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 /> i use of the TCE 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 CIN:rights under this Agreement, except as to action, damages, liabilities or costs
<br /> due to GRANTOR's negligence or willful misconduct.
<br /> t. 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 /> S. Notice to Successors. If GRANTOR$eas,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 /> 1.0.Hazardous Wastes. The acquisition price of the Permanent Easement and TCE being
<br /> acquired in this transaction resects the fair market value of the Property without the presence of
<br /> contamination. If the Property being acquired is hmd 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
<br /> Papp 3 o/8
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