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FT �n�0 5,,,,,J The School District: Ripon Unified School District 364 North Acacia Avenue Ripon, CA 95356 Attn: Ziggy Robeson 5. Indemnification. NUSA will indemnify and defend the School District against all claims and demands by third parties arising out of any Activities performed on the Property by NUSA or any agent or employee of NUSA under this Access Agreement, except as a result of the School District's negligence or willful misconduct. 6. Non-Liability. Nothing in this Access Agreement shall constitute any admission that NUSA is responsible for or liable in whole or in part for any contamination which is or shall be subsequently found in the groundwater wells on or in the proximity of the Property, nor shall NUSA be required to assume any responsibility or liability pertaining to the contamination of any groundwater wells in proximity to the Property. 7. Insurance. At all times during the term of this Access Agreement, NUSA shall maintain (i) Workers Compensation insurance with statutory limits, as required by the State of California, (ii) Employer's Liability insurance with limits of no less than One Million Dollars ($1,000,000) per occurrence, (iii) Commercial General Liability insurance with limits of no less than Two Million Dollars ($2,000,000) per occurrence covering liability for bodily injury and property damage, (iv) Automobile Liability insurance coverage with a limit of no less than Two Million Dollars ($2,000,000) per accident, and (v) Excess or Umbrella Liability insurance coverage with a limit of no less than Five Million Dollars ($5,000,000) per occurrence in excess of each of the above mentioned policies. All liability insurance policies shall name the School District,its officers,directors,employees,affiliates,successors,and assigns,as additional insureds as its interest may appear on NUSA's liability policies. NUSA shall provide certificates of insurance reasonably acceptable to the School District upon execution of this License. NUSA shall waive all rights of subrogation against the School District that it has under the foregoing policies. All insurance coverage shall be provided by insurance companies licensed to do business in the State of California, having ratings of A-NII or better in the Best's Key Rating Insurance Guide (latest edition in effect at the latest date stated in the certificate of insurance referred to herein). Failure to maintain the required insurance shall constitute a breach of this Access Agreement and NUSA shall be liable for any and all costs, liabilities, damages, and penalties (including reasonable attorneys' fees, court, and settlement expenses) resulting to the School District from such failure to maintain insurance, unless a written waiver of the specific insurance requirement is provided to the School District by NUSA. 8. Governing Law. This Access Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California, without regard to the conflicts of law provisions thereof. 9. Successors. This Access Agreement shall be binding on and shall inure to the benefit of the parties hereto and the respective assigns, agents, representatives, transferees, heirs, and successors of the parties and the Property. 5