10-22-12 Council Agenda & Packet

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(a) Insurance. Both Grantor and Grantee shall each maintain,during the use of the easements hereunder, liability insurance in amounts sufficient to adequately protect their respective use of either the Access Easement Area and/or the Parking Easement Area. Insurance shall include worker's compensation, employer's liability, automobile liability, general liability and excess liability insurance with minimum limits of $1,000,000 each person/$1,000,000 each accident automobile liability, $1,000,000 per occurrence/aggregate general liability and $5,000,000 per occurrence/aggregate excess liability. Each party shall name the other as additional insured under each policy (excepting the worker's compensation and employer's liability policies). (b) Mutual Indemnity. Grantor and Grantee shall indemnify, defend and hold harmless each other from any liability, claims, suits, losses or damages to any person, including their respective invitees, officers, directors, employees or students resulting from their respective use of the above described easement property. 7. Other Agreements. (a) Reservation. Each of the Parties retains, reserves, and shall continue to enjoy the use of the surface and subsurface of its respective property outside of the Access and/or Parking Easement Areas for any and all purposes which do not interfere with or prevent the use of the Access and/or Parking Easement Areas for the purposes as provided herein, (b) Modification. Any oral representations or modifications concerning this Agreement shall be of no force and effect. Any modification of this Agreement must be in writing and must be signed by the Parties (or their successors in title to the properties subject to easements granted herein). (c) Binding Nature. This Agreement and the covenants and undertakings herein by each of the Parties, shall run with the land and shall not be affected by a conveyance of all or any part of the Access Easement Area, Parking Easement Area, Back 14 Acres or School Parcel. (d) Governing Law. This 'Agreement shall be construed and interpreted under the laws of the State of Indiana,without regard to conflict of law principles. (e) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original with counterparts signed by one party when combined with counterparts signed by other parties to this Agreement constituting an original contract. (f) Reference. Pursuant to I.C. §32-23-2-5, the original recorded Plat(or if no plat for the respective parcel is recorded, the most recent deed of record) from which (i) the Parking Easement Area is referenced, is Doc. # recorded on in the Office of the Recorder of St. Joseph County, Indiana, and(ii) the Access Easement Area is referenced, is Doc. 11 recorded on in the Office of the Recorder of St. Joseph County, Indiana. GENERAL ACCESS AND PARKING EASEMENT AGREEMENT PAGE 6