|
1
<br /> Price at closing. In the event that the City does not exercise the Option provided herein, any
<br /> Extension Fees paid by the City to the District will be retained by the District.
<br /> 5. Right of Entrv. During the term of this Option, the District hereby grants the City, its
<br /> employees, agents, consultants and/or contractors, access to and the right to enter upon the
<br /> Property during daylight hours in order to perform and complete its due diligence investigation of
<br /> the Property, including but not limited to engineering, environmental, feasibility, and/or other
<br /> studies or procedures. The City's right to enter upon the Property is subject to the following
<br /> conditions and requirements: no improvements shall be constructed within the Property; no
<br /> materials, vehicles or equipment shall be placed or stored on the Property; no construction
<br /> activity shall be conducted upon the Property; no grading, filling, excavation, or other
<br /> disturbance of the soils shall be permitted without the District's prior written consent after review
<br /> and approval of the City's proposed scope of work; no liens or encumbrances shall attach to the
<br /> Property; and the activities of the City, its agents and/or contractors shall not violate any law,
<br /> regulation, ordinance, and/or permit. The City shall notify the District at least forty-eight (48)
<br /> hours in advance of each entry by the City upon the Property. The City shall deliver to the
<br /> District accurate and complete copies of all reports, studies, and surveys obtained by the City..
<br /> relating to the Property within fifteen (15) calendar days after receipt by the City. The City
<br /> waives all claims against the District for injury to any person and damage to any property on or
<br /> about the Property arising at any time from its exercise of this right of entry, except to the extent
<br /> such claims arise from District's own negligence or willful acts.
<br /> 6. Indemnification and Hold Harmless.
<br /> a. Subject to the indemnification and hold harmless provisions regarding Hazardous
<br /> Substances in this Section, the City shall indemnify, defend, and hold harmless the District and
<br /> its officers, elected officials, employees and agents (individually and collectively, Indemnified
<br /> Parties") fromand against any and all liabilities, obligations, claims, damages, demands,
<br /> penalties, causes of action, costs and expenses, including, without limitation, reasonable
<br /> attorneys' fees and expenses, whether arising out of injury or death to persons or damage to the
<br /> Property or adjoining property or loss of any personal property or otherwise (collectively,
<br /> "Damages"), arising from and/or related to negligent acts or omissions of the City and its
<br /> officers, elected officials, employees, agents, consultants, contractors, subcontractors and/or
<br /> invitees (individually and collectively, "Responsible Parties") with respect to the City's exercise
<br /> of its access and entry rights to the Property under Section 5 above.
<br /> b. In the event that the Responsible Parties and the Indemnified Parties are both
<br /> negligent, then the City's liability for indemnification of the Indemnified Parties shall be limited to
<br /> its contributory negligence for any resulting suits, actions, claims, liability, damages, judgments,
<br /> costs and expenses (including reasonable attorneys' fees and disbursements) that can be
<br /> apportioned to the Responsible Parties.
<br /> c. Solely and expressly for purposes of its duties to indemnify and hold harmless
<br /> the Indemnified Parties as set forth above, the City specifically waives any immunity it might
<br /> have under the State Industrial Insurance law, RCW Title 51, or any similar worker's
<br /> compensation act, in the event that a claim is made against the Indemnified Parties for an injury
<br /> to any employee of City. THE CONTRACTOR ACKNOWLEDGES THAT THIS WAIVER HAS
<br /> BEEN MUTUALLY NEGOTIATED BY THE PARTIES.
<br /> Everett Option Agreement Page 2
<br /> 3
<br />
|