STATE COSTAL CONSERVANCY (STATE OF CALIFORNIA)

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City of Santa Ana Grant Agreement No. 23-155 Page l l property in connection with the sale, trade, transfer or other transaction involving carbon sequestration credit or carbon mitigation. XV. - Th-rough-houtthe-term of this a xeeir eri the Conservanc has -the T•i-ht-to iris eet the--- ro ect area g g � -- ----Y — - �- - P - F J to ascertain compliance with this agreement. XVI. INDEMNIFICATION AND HOLD HARMLESS The grantee shall be responsible for, indemnify and hold harmless the Conservancy, its officers, agents, and employees from any and all liabilities, claims, demands, damages, or costs, including, without limitation, litigation costs and attorneys fees, resulting from or arising out of the willful or negligent acts or omissions of the grantee, its officers, agents, contractors, subcontractors, and employees, or in any way connected with or incident to this agreement, except for the active negligence of the Conservancy, its officers, agents, or employees, The duty of the grantee to indemnify and hold harmless includes the duty to defend as provided in Civil Code section 2778. This agreement supersedes any right the grantee may have as a public entity to indemnity and contribution as provided in Gov. Code Sections 895 et seq.] The grantee waives any and all rights to any type of express or implied indemnity or right of contribution from the State, its officers, agents, or employees, for any liability resulting from, growing out of, or in any way connected with or incident to this agreement. Nothing in this agreement is intended to create in the public or in any member of it rights as a third -party beneficiary under this agreement. The obligations in this section "XVI. INDEMNIFICATION AND HOLD HARMLESS" will survive termination of this agreement. XVII. INSURANCE The grantee shall procure and maintain insurance, as specified in this section, against claims for injuries to persons and damage to property that may arise from or in connection with any activities of the grantee or its agents, representatives, employees, or contractors associated with the project undertaken pursuant to this agreement. As an alternative, with the written approval of the Executive Officer, the grantee may satisfy the coverage requirement in whole or in part through: (a) its contractors' procurement and maintenance of insurance for work under this agreement, if the coverage otherwise fully satisfies