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approved in writing by Optionor), and hold harmless, Optionor, its elected and appointed officials, officers, <br />agents, employees and contractors against any and all claims, losses, demands, damages, cost, expenses or <br />liability for injury to any persons or property (collectively, "Claims"), arising out of the Optionee's exercise <br />of the rights under this Option Agreement, except and to the extent of liability arising out of the negligence <br />or misconduct of Optionor, its elected and appointed officials, officers, agents, or employees, including the <br />cost of defense of any lawsuit arising therefrom. If Optionor is named as co-defendant in a lawsuit with <br />respect to a Claim for which the Optionee has an indemnity obligation under this section, Optionee shall <br />notify Optionor of such fact and shall represent Optionor in such legal action unless Optionor undertakes to <br />represent itself as co-defendant in such legal action, in which event, Optionee shall pay to Optionor its <br />reasonable litigation costs, expenses, and attorneys' fees. If judgment is entered against Optionor and <br />Optionee by a court of competent jurisdiction because of the concurrent negligence or misconduct of <br />Optionor and Optionee, Optionor and Optionee agree that liability will be apportioned as determined by the <br />court. Neither party shall request a jury apportionment. <br />Optionee acknowledges that it is familiar with the language and provisions of California Civil Code Section <br />1542 which provides as follows: <br />A general release does not extend to claims that the creditor or releasing party does not know or <br />suspect to exist in his or her favor at the time of executing the release and that, if known by him or <br />her, would have materially affected his or her settlement with the debtor or released party. <br />Optionee, being aware of and understanding the terms of Section 1542, hereby waives all benefit of its <br />provisions to the extent described in this paragraph. <br />11. INSURANCE (PM09.2.2S) <br />A. General Requirements <br />Optionee agrees to purchase all required insurance at Optionee's expense and to deposit with the <br />Optionor certificates of insurance, including all endorsements required herein, necessary to satisfy <br />Optionor that the insurance provisions of this Option Agreement have been complied with and to <br />keep such insurance coverage and the certificates and endorsements therefor on deposit with <br />Optionor during the entire term of this Option Agreement and any extension thereof. <br />The Option shall terminate if Optionee's insurance coverage is terminated and Optionee has failed to <br />reinstate such insurance within five (5) business days after termination <br />Optionee agrees that Optionee shall not operate on the Premises at any time the required insurance is <br />not in full force and effect as evidenced by a certificate of insurance and necessary endorsements or, <br />in the interim, an official binder being in the possession of Optionor. In no cases shall assurances by <br />Optionee, its employees, agents, including any insurance agent, be construed as adequate evidence of <br />insurance. Optionor will only accept valid certificates of insurance and endorsements, or in the <br />interim, an insurance binder as adequate evidence of insurance. Optionee also agrees that upon <br />cancellation, termination, or expiration of Optionee's insurance, Optionor may take whatever steps <br />are necessary to interrupt any operation from or on the Premises until such time as the Optionor <br />reinstates the Option. <br />If Optionee fails at any time during the term of the Option to provide Optionor with a valid certificate <br />8Gi4 127 <br />OPT <br />ION AGREEMENT- CROSSROADS <br />