|
4. Maintenance. Grantee shall maintain the Easement Area and all
<br /> improvements therein in good repair at Grantee's sole cost and expense, including without
<br /> limitation that Grantee shall maintain the retaining wall in good repair at Grantee's sole
<br /> cost and expense.
<br /> 5. Release,Hold Harmless,Indemnification, and Duty to Defend. Grantee
<br /> releases the Grantor from any and all claims resulting from damage or loss to its own
<br /> property and does covenant and agree at all times to indemnify, defend and hold harmless
<br /> the Grantor, its officers, agents and employees, from all claims, actions, suits, liability,
<br /> loss, costs, expense or damages of every kind and description (excepting only such
<br /> damages that may result from the sole negligence of the Grantor), that may accrue to, or
<br /> be suffered by, any person or persons or property or properties, including without
<br /> limitation, damage or injury to the public, Grantee, its officers, agents, employees,
<br /> contractors, invitees, tenants and tenants' invitees, licensees, arising from or relating to the
<br /> Easement hereunder or to Grantee's use of the Easement Area or Grantee's violation of
<br /> any of the covenants,terms and conditions herein. If any such suit, action or claim is filed,
<br /> instituted or begun against the Grantor,Grantee shall,upon notice thereof from the Grantor,
<br /> defend the same at Grantee' sole cost and expense, and in case judgment shall be rendered
<br /> against the Grantor in any suit or action, Grantee shall fully satisfy the judgment within
<br /> one hundred and twenty (120) days after such suit, action or claim shall have been finally
<br /> determined, if determined adversely to the Grantor. If it is determined by a court of
<br /> competent jurisdiction that RCW 4.24.115 applies to any such suit, action or claim, then
<br /> Grantee's obligations under this section shall apply only to the extent allowed by RCW
<br /> 4.24.115. Solely and expressly for the purpose of its duties to indemnify and defend the
<br /> Grantor, Grantee specifically waives any immunity it may have under the State Industrial
<br /> Insurance Law, Title 51 RCW. Grantee recognizes that this waiver of immunity under
<br /> Title 51 was specifically entered into pursuant to the provisions of RCW 4.24.115 and was
<br /> the subject of mutual negotiation. This section survives any termination of the Easement.
<br /> 6. AS-IS. Grantee acknowledges that Grantee is fully familiar with the
<br /> Easement Area. Grantor is not making and has not at any time made any warranties or
<br /> representations of any kind or character, express or implied, with respect to the Easement
<br /> Area, including any warranties or representations as to habitability, merchantability or
<br /> fitness for a particular purpose. Grantee accepts the Easement Area "as is, where is, with
<br /> all faults." Upon recording of this Agreement, Grantee shall assume the risk and releases
<br /> Grantor from and against any and all claims, demands, causes of action (including causes
<br /> of action in tort) losses, damages, liabilities, costs and expenses (including reasonable
<br /> attorneys' fees) of any and every kind or character, known or unknown, which Grantee
<br /> might have asserted or alleged against Grantor at any time by reason of or arising out of
<br /> any latent or patent defects or environmental or other physical conditions,violations of any
<br /> applicable laws and any and all other acts, omissions, events, circumstances or matters
<br /> regarding the Easement Area.
<br /> Easement Agreement -3-
<br />
|