THIS PURCHASE AGREEMENT AND ESCROW ... - LBAMspray.com

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Permittee on or to the Permit Premises or any adjoining property. For purposes of this Section, "Permittee" shall be deemed to include Permittee and Permittee's Contractor as well as any of Permittee's assigns and all respective partners, officers, directors, agents, employees, invitees, licensees and/or consultants. This indemnity shall only apply during the term ofthis Permit and does not apply to Work allowed to be left in place pursuant to Section 4. 9. NO BENEFIT TO TIDRD PARTIES Nothing in this Permit gives or shall be construed to give or provide any benefit, direct, indirect, or otherwise, to third parties unless third parties are expressly described as intended to be beneficiaries ofits terms. 10. INSURANCE 10.1 General The insurance requirements set forth below do not in any way limit the amount or scope of liability of Permittee under this Permit. The amounts listed indicate only the minimum amounts of insurance coverage the City is willing to accept to help insure full performance of all terms and conditions of this Permit. Permittee shall be fully responsible for the actions of Permittee's Contractor on the Premises and nothing contained herein shall be construed to limit Permittee's liability therefor. All insurance required by this Permit shall meet the following minimum requirements: 10.2 Required Insurance At all times during this Permit, Permittee and its Contractor shall provide and maintain the following types of coverage: 10.2.1 General Liability Insurance Permittee and its Contractor shall maintain an occurrence form commercial general liability policy insuring Permittee against liability for personal injury, bodily injury, death, or damage to property, including loss of use thereof, and occurring on or in any way related to the Permit Premises or occasioned by reason of the operations of Permittee. Such coverage shall name the City as an additional insured, shall be in an amount ofnot less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, and shall include coverage for independent contractors, products-completed operations, and contractual liability (including the tort liability of another assumed in a business contract). If subject to an aggregate limit, such aggregate shall not be less than ONE MILLION DOLLARS ($1,000,000.00) per policy year applying separately to the Permit Premises or TWO MILLION DOLLARS ($2,000,000.00) per policy year. 10.2.2 Automobile Liability Insurance Permittee and its Contractor shall maintain an automobile liability policy insuring against liability for bodily injury, death, or damage to property, including the loss of use thereof, arising from the use, loading and unloading of Permittee's owned, hired, and non-owned automobiles on and around the Permit Premises. Coverage shall be in an amount ofnot less than ONE MILLION DOLLARS ($1,000,000.00) per accident. 3 - Permit & Right ofEntry
10.2.3 Workers' Compensation Insurance Permittee and its Contractor shall maintain in force workers' compensation and employer's liability insurance coverage for all ofPermittee's and such Contractor's employees in accordance with all requirements of Oregon law and employer's liability insurance coverage in an amount of not less than FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per accident and FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) per employee for disease. In lieu of workers' compensation insurance, Permittee and Contractor may maintain a self-insurance program meeting the requirements of the State of Oregon and a policy of excess workers' compensation and employer's liability insurance. 11. ASSIGNMENT OR TRANSFER OF INTEREST OR RIGHTS VOID Permittee shall not, in any manner, directly or indirectly, by operation of law or otherwise, sublease, assign, transfer, or encumber any of Permittee's rights granted by this instrument, and any such action is void. 12. WARRANTIES/GUARANTEES The City makes no warranty, guarantee, or averment of any nature whatsoever concerning the physical condition of the Permit Premises, and it isagreed that the City will not be responsible for, and Permittee hereby releases the City, its commissioners, officers, employees, agents and contractors from, any loss, damage, or costs which may be incurred by Permittee by reason of any such physical condition. 13. COMPLIANCE WITH LAW Permittee shall comply with all applicable state, federal, and local laws, including, but not limited to, health and safety laws, City of Bend ordinances and laws, rules, regulations, and policies concerning equal opportunity, nondiscrimination, workers' compensation, and minimum wage requirements. 14. NOTICES All notices required under this Permit shall be deemed properly served if hand delivered (including by reputable overnight courier) or sent by certified mail, return receipt requested, to the last address previously furnished by the parties hereto. Until hereafter changed by the parties by notice in writing, notices shall be sent to the parties at the addresses set forth below: Suterra LLC c/o Roll International Corporation 11444 W. Olympic Boulevard, 10th Floor Los Angeles, CA 90064 Attention: ChiefLegal Officer Telephone: (310) 966-5700 Facsimile: (310) 966-5758 City of Bend 710 NW Wall Street Bend, OR 97701 Attention: City Manager Telephone: (541) 382-3917 Facsimile: (541) 385-6676 4 - Permit & Right of Entry
Page 1 and 2: PURCHASE AGREEMENT AND ESCROW INSTR
Page 3 and 4: (b) The parties acknowledge and agr
Page 5 and 6: not affect the Buyer's obligation t
Page 7 and 8: and review during the Due Diligence
Page 9 and 10: een caused by Buyer's activities on
Page 11 and 12: proceed with all good faith and exp
Page 13 and 14: 19. Indemnification. (a) Seller's I
Page 15 and 16: Ifto Buyer: Ifto Seller: Suterra LL
Page 17 and 18: deferred exchange so long as there
Page 19 and 20: LIST OF EXHIBITS Exhibit A Exhibit
Page 21 and 22: LEGAL DESCRIPTION SUTERRAPARCEL A P
Page 23 and 24: EXHIBITB Form ofPermit and Right of
Page 25: 3. TERM OF PERMIT The term of this
Page 29 and 30: Exhibit A - Permit & Right ofEntry
Page 31 and 32: EXHIBITC Form ofStatutory Warranty
Page 33 and 34: DATEDthis dayof ,2008. CITY OF BEND
Page 35: EXHIBIT A Legal Description Al,lAR,

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