By WAQUA. During the Agreement Term, WAQUA shall maintain a standard policy of commercial general liability insurance against injury or death to persons or damage to property arising out of occurrences on or about the Property ("CGL Insurance") in the minimum amount of $1,000,000 per occurrence, $5,000,000 annual aggregate. The CGL Insurance polic(ies) to be maintained by WAQUA shall (i) state that it is primary with regard to any other insurance carried by EISD (and any insurance carried by EISD shall be excess, secondary, and noncontributing), (ii) name EISD and such parties as EISD may reasonably designate as an additional insureds, and such endorsement shall be without exceptions for the acts or omissions of any additional insured (including negligence), (iii) be endorsed to provide cross-liability coverage, and (iv) shall not have a deductible or self-insured retention in excess of $10,000. Any dispute shall be resolved by a third party insurance consultant that (x) has at least ten years of experience in Texas, (y) is unrelated to EISD or WAQUA, and (z) is mutually agreed upon by EISD and WAQUA. The cost of any such insurance consultant shall be split between the parties.
By WAQUA. From the Effective Date, WAQUA assumes liability for, and shall indemnify, protect, save and keep harmless EISD and its officers, trustees, agents, servants, successors and assigns ("EISD") from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses, including reasonable legal expenses, of whatsoever kind and nature, imposed on, incurred by or asserted against EISD, in any way arising out of WAQUA’s possession or control of any part of the Property or Facility. If EISD notifies WAQUA of any claim, demand, action, administrative or legal proceeding, investigation or allegation as to which the indemnity provided for in this Section applies, WAQUA shall assume on behalf of EISD and conduct with due diligence and in good faith the investigation and defense thereof and the response thereto; provided, that EISD shall have the right to be represented by advisory counsel of its own selection and at its own expense; and provided further, that if any such claim, demand, action, proceeding, investigation or allegation involves both WAQUA and EISD and EISD shall have been advised in writing by reputable counsel that there may be legal defenses available to it which are inconsistent with those available to WAQUA, then EISD shall have the right to request that WAQUA’s insurance carrier provide separate counsel to participate in the investigation and defense of and response to such claim, demand, action, proceeding, investigation or allegation on its own behalf. If any claim, demand, action, proceeding, investigation or allegation arises as to which the indemnity provided for in this Section applies, and WAQUA fails to assume promptly (and in all event within a reasonable time after being notified of the claim, demand, action, proceeding, investigation or allegation) the defense of EISD, then EISD may contest (or settle, with the prior consent of WAQUA, which consent shall not be unreasonably withheld) the claim, demand, action, proceeding, investigation or allegation at WAQUA's expense using counsel selected by EISD; provided, that after any such failure by WAQUA which continues for sixty (60) days after written demand has been delivered to WAQUA to assume such defense, no such contest need be made or continued by EISD and settlement or full payment of any claim may be made by EISD without WAQUA's consent and without releasing WAQUA from any obligations to EISD under this Section if in the written opinion...
