Health Net 2009 Annual Report Download - page 446

construction of or use, occupancy or enjoyment of the Premises, (2) any activity, work or other things done, permitted or suffered by
Tenant and its agents and employees in or about the Premises, (3) any breach or default in the performance of any of Tenant’s
obligations under this Lease, (4) Intentionally Deleted, or (5) any damage to Tenant’s property, or the property of Tenant’s agents,
employees, contractors, business invitees or licensees, located in or about the Premises (collectively, “Liabilities”). Tenant shall not
be required to defend, save harmless or indemnify Landlord from any liability, loss accidents or damage to any person or property
resulting from Landlord’s negligence or willful acts or omissions, or those of Landlord’s officers, agents, contractors or employees. In
addition, Tenant’s indemnity obligations are subject to the mutual waiver of recovery set forth in Paragraph 8(e) below. Landlord
agrees to protect, defend, indemnify and hold harmless Tenant, and its authorized representatives (“Tenant Indemnitees”) from all
claims, costs (including attorneys’ and experts’ fees), expenses, liabilities and/or damage to any person or property resulting from
Landlord’s negligence or willful acts or omissions and liabilities (i) arising from and out of any occurrence in the Common Areas, or
(ii) arising from and out of any breach of Landlord’s representations, warranties or covenants under the Lease. Landlord shall not be
required to defend, save harmless or indemnify Tenant from any costs, claims, expenses, liabilities, losses, accidents or damage to any
person or property resulting from Tenant’s negligence or willful acts or omissions, or those of Tenant’s officers, agents, contractors or
employees. In addition, Landlord’s indemnity obligations are subject to the mutual waiver of recovery set forth in Paragraph 8(e)
below and the business interruption waiver by Tenant in Paragraph 8(f) below. This Paragraph 8(b) shall survive the expiration or
earlier termination of this Lease.
(c) Either party shall promptly advise the other in writing of any action, administrative or legal proceeding or investigation as to
which the indemnification provisions in Paragraph 8(b) may apply, and the indemnifying party, at such party’s expense, shall assume
on behalf of each and every Landlord Indemnitee or Tenant Indemnitee, as applicable, and conduct with due diligence and in good
faith the defense thereof with counsel reasonably satisfactory to the indemnified party; provided, however, that any indemnified party
shall have the right, at its option, to be represented therein by advisory counsel of its own selection and at its own expense. In the
event of failure by the indemnifying party to fully perform in accordance with this Paragraph, the indemnified party, at its option, and
without relieving the indemnifying party of its obligations hereunder, may so perform, but all costs and expenses so incurred by the
indemnified party in that event shall be reimbursed by the indemnifying party to the indemnified party, together with interest on the
same from the date any such expense was paid by indemnified party until reimbursement, at the rate of interest provided to be paid on
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udgments, by the law of the jurisdiction to which the interpretation of this Lease is subject. The indemnification provided in
Paragraph 8(b) shall not be limited to damages, compensation or benefits payable under insurance policies, workers’ compensation
acts, disability benefit acts or other employees’ benefit acts.
(d) Insurance.
(i) Tenant at all times during the Lease Term shall, at its own expense, keep in full force and effect (A) commercial general
liability insurance providing coverage against bodily injury and disease, including death resulting therefrom, bodily injury and
property damage to a combined single limit of $2,000,000 to one or more than one person as the result of any one accident or
occurrence, which shall include provision for contractual liability coverage insuring Tenant for the performance of its indemnity
obligations set forth in this Paragraph 8 of this Lease, but only to the extent included in a typical general liability policy,
(B) worker’s compensation insurance to the statutory limit, if any, and employer’s liability insurance to the limit of $500,000 per
occurrence, and (C) All Risk or Causes of Loss – Special Form property insurance, including fire and extended coverage,
sprinkler leakage, vandalism, malicious mischief and earthquake and flood coverage, covering full replacement value of all of
Tenant’s personal property, trade fixtures and improvements in the Premises. Landlord and its designated property management
firm shall be named an additional insured on each of said policies (excluding the worker’s compensation policy) and said
policies shall be issued by an insurance company or companies authorized to do business in Oregon and which have
policyholder ratings not lower than “A-” and financial ratings not lower than “VII” in Best’s Insurance Guide (latest edition in
effect as of the Date of Lease and subsequently in effect as of the date of renewal of the required policies). EACH OF SAID
WORKER’S COMPENSATION AND PROPERTY INSURANCE POLICIES (BUT NOT THE COMMERCIAL GENERAL
LIABILITY POLICY) SHALL ALSO INCLUDE A WAIVER OF SUBROGATION PROVISION OR ENDORSEMENT IN
FAVOR OF LANDLORD, AND EACH OF SAID POLICIES (INCLUDING THE
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