WS - D - Land Lease - City of Tiffin - Iowa Interstate Railroad

submitted to RAILROAD. CITY shall make any field inspections and maintenance forms available to RAILROAD. Article VII Indemnity and Insurance 7.00 Indemnification. For purposes of this Lease Agreement: (a) “RAILROAD Indemnitees” means RAILROAD and RAILROAD’s affiliated companies, successors, assigns, legal representatives, members, managers, employees, and agents; (b) “Liabilities” means all claims, liabilities, fines, penalties, costs, damages, losses, liens, causes of action, suits, demands, judgments and expenses (including without limitation, fines, reasonable attorneys’ fees, court costs, costs of investigation, removal and remediation and governmental oversight costs), environmental or otherwise, arising under applicable laws, including but not limited to, Federal Employers’ Liability Act, Safety Appliance Act, Locomotive Inspection Act, and Occupational Health and Safety Act, rules regulations, and ordinances, including, but not limited to, those promulgated by federal, state, and local agencies; (c) “CITY Parties” means CITY and its affiliated companies, and their officers, agents, shareholders, directors, officers, successors, assigns, legal representatives, invitees, licensees, employees, or contractors, or subcontractors, or any party directly or indirectly employed by any of them, or any party they control or exercise control over. CITY Parties shall release, indemnify, defend, and hold harmless RAILROAD Indemnitees from and against any and all Liabilities arising out of or related to (i) any breach or default by any of the CITY Parties of any term, provision, covenant, condition or obligation contained in this Lease Agreement on the part to be performed or observed by CITY Parties, or (ii) any act or omission, negligent act or willful misconduct of any of CITY Parties, except to the extent any such Liabilities are caused by the gross negligence or willful misconduct of a RAILROAD Indemnitee. CITY Parties shall comply with all applicable laws relating to environmental matters and shall release, indemnify, defend, and hold harmless RAILROAD Indemnitees from and against any and all Liabilities under CERCLA or any other environmental laws arising from or related to CITY’s use of the Premises or any other activities related to or arising from this Lease Agreement, regardless of the cause and regardless of any negligence or strict liability of any Railroad Indemnitee. Upon written notice from RAILROAD, CITY agrees to assume the defense of any lawsuit or other proceeding brought against any Railroad Indemnitee by any entity relating to any matter covered by this Lease Agreement for which CITY has an obligation to assume liability for and/or save and hold harmless any Railroad Indemnitee. CITY shall pay all costs incident to such defense, including, but not limited to, attorneys’ fees, investigators’ fees, litigation, appeal expenses settlement payments, and amounts paid in satisfaction of judgments. 5