Kimberly Clark Worldwide Inc 7/29/2019 (2)

EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (the "Agreement") is made this 31St day of July, 2019 by and between KIMBERLY-CLARK WORLDWIDE, INC., a Wisconsin corporation (hereinafter referred to as "Grantor") and the CITY OF EVERETT, a Washington municipal corporation (hereinafter referred to as "Grantee") and their respective successors and assigns, (collectively, the "Parties")with reference to the following facts: RECITALS A. Grantor is the owner of certain real property located in the City of Everett, Snohomish County, Washington, and legally described in Exhibit A attached hereto and by this reference incorporated herein(the"Property"). The Property was previously improved with a pulp and paper mill,wastewater treatment plant, and other improvements. B. As set forth in the Parties' agreement dated June 2, 1999, as amended by the First Amendment to Joint Use Agreement between the Parties dated August 31, 2015,the Grantee is the owner of the deep water outfall in Port Gardner Bay and associated pipelines, utilities and other improvements and appurtenances(collectively,the"Joint Use Facilities"). C. As set forth in the Parties' Purchase and Sale Agreement dated May 23, 2019 (the "Purchase Agreement"), the Grantee is purchasing a portion of the Property which contains wastewater treatment improvements, which portion of the Property is legally described in Exhibit B attached hereto and by this reference incorporated herein(the"Utility Property"). In connection with the purchase of the Utility Property, the Parties are also entering into an Environmental Agreement dated concurrently with this Agreement(the"Environmental Agreement"). D. In order to connect the wastewater treatment improvements in the Utility Property to the Joint Use Facilities,the Grantee,pursuant to the Purchase Agreement, is taking ownership of the 30" pipeline and associated improvements providing such connection. The Grantee may also install other pipelines connecting to the Utility Property. These connection improvements, like the deep water outfall, are intended to benefit all property located within the corporate limits of the City, including, but not limited to, the Utility Property. All such property so intended to be benefited is hereinafter referred to collectively as the"Benefited Property." E. In order to provide for operation and maintenance of such connection improvements, Grantee desires to acquire from Grantor a permanent non-exclusive easement for the installation, construction, use, operation, maintenance, repair, upgrade and replacement of such connection improvements in, on, over, under, across and through the Property, as provided herein, and Grantor is willing to grant such an easement on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration in hand paid, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 2