2012-01-23_REVISION - M2002096 - Laserfiche WebLink

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Access Easement Areas; provided that Grantee's maintenance obligation shall be proportional to its use of such roads. Additionally, Grantee shall use only the access road designated as "Heavy Access" on Exhibit C for heavy equipment; any upgrades to, or widening of, such road required by Grantee shall be made by Grantee at its sole cost and expense. Grantee will re -grade and seed (with native vegetation) any portion of the Access Easement Areas disturbed in connection with the widening or upgrading of such road. 3. Easement Runs with the Land. The Easement granted in this Agreement shall run with the land and shall be binding upon Grantor and Grantor's successors and assigns. 4. Indemnification; Insurance. Grantee shall indemnify and hold harmless Grantor from and against any and all claims, demands, actions, penalties, fines, losses, costs, assessments or other liabilities (collectively, "Losses ") arising out of or resulting from Grantee's access to or use of the Access Easement Area, or arising out of or resulting from Grantee's breach of this Agreement, in each case, whether occurring on the Access Easement Area or elsewhere. Grantee shall maintain commercial general liability insurance in an aggregate amount of not less than Two Million Dollars ($2,000,000) and may satisfy this requirement by obtaining the appropriate endorsement to any master policy of liability insurance that Grantee may maintain. Grantor shall be named as an additional insured under this policy and shall be entitled to 30 days' prior written notice if Grantee cancels such coverage. Grantee shall also maintain the statutorily required limits of worker's compensation and employer liability insurance coverage. Grantee shall provide to Grantor a certificate of insurance evidencing the foregoing insurance coverages before any entry on the Access Easement Area by Grantee. 5. Enforcement. Should it become necessary for either party to this Agreement to bring suit to enforce any provision hereof or to enforce its rights upon a breach of any of the covenants or obligations contained herein by the other party, the prevailing party in such action, shall be entitled to recover from the non - prevailing party, in addition to any damages or other relief granted as a result of such litigation, all costs and expenses of such litigation and reasonable attorneys' fees (including court costs and costs of appeal). In addition to the rights and remedies provided herein, none of which is exclusive, each party shall have any other right or remedy allowed at law or in equity, by statute or otherwise, including without limitation, the right to enjoin any breach or threatened breach by the other party of any covenant, agreement, term or condition of this Agreement and the right of specific performance. 6. Notices. All notices given hereunder shall be in writing and shall be sent by personal delivery, by recognized overnight courier service, or by U.S. Mail, certified mail return receipt requested, to the following addresses: (a) if to the Grantor at 3925 Hill Circle, Colorado Springs, Colorado 80904, and (b) if to the Grantee at 6211 Ann Arbor Road, P.O. Box 122, Dundee, Michigan 48131, Attention: Legal Department, Either Grantor or Grantee may change its address for notice by notifying the other party of such change of address in a manner provided in this paragraph. 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to conflict of law provisions. 8. General Provisions. Grantor and Grantee hereby represent and warrant to one another that each has the right, power, authority and ability to execute this Agreement and to perform all of the obligations imposed on it hereunder. Grantor specifically makes no representation as to the suitability of the Access Easement Area for its intended purposes; -2-