Visitor Release and Indemnity Agreement
CPS Houston, Inc.(“CPS”) is a Texas corporation whose address is 301 S. Sheldon Rd., Channelview, Texas. As used in this Agreement, CPS includes its officers, agents, directors, employees, shareholders, and contractors, as well as any subsidiaries and affiliated companies (and the officers, agents, directors, members, employees, contractors, and shareholders thereof). CPS operates and maintains various facilities and yards (the “Premises”), which include facilities/yards at: (1) 301 Sheldon Rd., Channelview, TX 77530; (2) 15914 De Zavalla Rd., Channelview, TX 77530; and (3) 6225 FM 1942, Baytown, TX 77521.
CPS and Visitor (identified below) (the “Parties”) enter this Visitor Release and Indemnity Agreement (“Agreement”), which shall remain in effect until revoked in writing by either Party. Accordingly, in consideration of Visitor (at CPS’s discretion) being allowed entry upon and access to the Premises, the Parties agree as follows:
1. Visitor will obey the law and the rules. At the Premises, Visitor will comply with all applicable federal,state, local and agency laws, ordinances, and regulations, including OSHA, EPA, and all safety and/or other rules that may be required by CPS. Failure to comply with this provision is cause for immediate removal from the Premises.
2. Visitor is insured. Visitor warrants that Visitor is covered by insurance coverage: (1) from an insurancecompany (or companies) having an AM Best rating of B+ or better; and (2) of the kind and in the minimum amounts sufficient to support Visitor’s defense-and-indemnity obligations under this Agreement, including Worker’s Compensation Insurance at statutory limits.
3. VISITOR SHALL DEFEND AND INDEMNIFY CPS. VISITOR AGREES TO PROTECT, DEFEND,INDEMNIFY, AND HOLD HARMLESS CPS FROM ANY AND ALL DAMAGES, CLAIMS, LIABILITY, DEMANDS AND CAUSES OF ACTION ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE REAL OR ALLEGED: (1) PROPERTY LOSS, BODILY INJURY, OR DEATH OF VISITOR; (2) OPERATIONS OF VISITOR; OR (3) VISITOR’S PRESENCE ON THE PREMISES. THIS DUTY TO PROTECT, DEFEND, INDEMNIFY AND HOLD HARMLESS EXPRESSLY APPLIES TO: (1) ANY PROPERTY LOSS, BODILY INJURY, OR DEATH THAT IS CAUSED OR ALLEGED TO BE CAUSED BY: (a) CPS’S NEGLIGENCE OR GROSS NEGLIGENCE, BE THAT NEGLIGENCE OR GROSS NEGLIGENCE ACTIVE, PASSIVE, AFFIRMATIVE, SOLE OR CONCURRENT; OR (b) CPS’S BREACH OF ANY COMMON-LAW, STATUTORY, OR REGULATORY DUTY, WHETHER DELEGABLE OR NOT WITH REGARD TO CPS; AND (2) ANY LIABILITY IMPUTED AS A MATTER OF LAW TO CPS.
4. The provisions and/or components of this Agreement are severable, and if any part of the Agreement is found to be invalid and/or unenforceable, the remaining provisions and/or components shall remain valid and enforceable. This Agreement shall remain binding upon CPS and Visitor and upon their respective heirs, estates, executors, administrators, successors and assigns.
5. This Agreement shall be governed and construed by the laws of the State of Texas, and the state and federal courts sitting in Harris County, Texas, shall have exclusive jurisdiction over any dispute arising from the Agreement except that CPS may (at its sole discretion) assert a claim, cross-claim or third-party claim against Visitor to enforce the defense-and-indemnity obligations (described in §3 above) in any action wherein Visitor and/or a third party asserts a claim or makes a demand covered by and/or subject to those defense-and-indemnity obligations.
