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agrees that Grantor shall have no responsibility or liability whatsoever for, in connection with or as a result of any
<br /> damage to or loss of any of Grantee's property,facilities, improvements or appurtenances in, under or upon the
<br /> Easement Property,whether as a result of Grantor's acts or omissions or otherwise.
<br /> 5. Grantee hereby indemnifies and agrees to save and hold harmless Grantor and it commissioners, elected
<br /> and other officials,officers,employees and agents,and each of the heirs,representatives,successors and assign of
<br /> any of the foregoing(any such person, a"Grantor Party"),from and against any and all losses,claims, damages,
<br /> costs,demands,fines,penalties,obligations,payments and liabilities of every type and nature,including reasonable
<br /> attorneys'fees and expenses incurred in connection with any of the foregoing,resulting from or arising out of or in
<br /> connection with(i)any failure of Grantee duly to perform or observe any term, provision,covenant,agreement or
<br /> condition hereunder to be performed or observed by or on behalf of Grantee or(ii)any act or omission by Grantee or
<br /> any of its elected or other officials, officers, employees, agents or representatives(any such person, a "Grantee
<br /> Party")under or in connection with this agreement,including but not limited to claims arising directly or indirectly out
<br /> of any construction,installation,operation,modification,maintenance,repair or patrolling by or on behalf of Grantee
<br /> in,on or under the Easement Property. With respect to any portions of this agreement subject to Section 4.24.115
<br /> of the Revised Code of the State of Washington,in the event of any concurrent negligence on the part of a Grantor
<br /> Party and a Grantee Party, the indemnification obligations of Grantee under this agreement shall be valid and
<br /> enforceable only to the extent of the negligence of the Grantee Party. For any and all purposes in connection with
<br /> the foregoing indemnification provisions, Grantee hereby specifically and expressly waives any immunity under
<br /> industrial insurance,Title 51 of the Revised Code of the State of Washington,and acknowledges and agrees that the
<br /> foregoing waiver was mutually negotiated by the parties. The provisions of this paragraph shall survive the
<br /> expiration or termination of this agreement for any reason.
<br /> 6. Grantee acknowledges and agrees that it is presently unknown whether the presence of high voltage
<br /> electrical transmission lines and resultant electromagnetic fields may have any harmful or injurious effect upon
<br /> humans or animals in proximity thereto,and that the easement rights granted herein may result in an increase in the
<br /> presence of persons in and around the Easement Property. Grantee further acknowledges and agrees that
<br /> Grantee's agreement to the indemnification provisions contained herein is a material inducement to Grantor's entry
<br /> into this agreement, and that Grantor would not have entered into this agreement or have granted the easement
<br /> rights contained herein absent Grantee's agreement to such indemnification provisions.
<br /> 7. Grantee hereby covenants and agrees that during any construction, installation, operation, modification,
<br /> maintenance or repair by or on behalf of Grantee pursuant to this agreement,Grantee and its agents and contractors
<br /> shall comply with the requirements of all applicable laws and regulations and shall do all things necessary to avoid
<br /> damage to or interference with any property whatsoever of Grantor during any construction,installation,operation,
<br /> modification,maintenance or repair by or on behalf of Grantee,and Grantee shall,upon request from Grantor from
<br /> time to time or at any time,pay to Grantor a nonrefundable fee to Two Hundred Fifty Dollars($250.00)to offset the
<br /> costs and expenses of such inspection and supervision.
<br /> 8. Grantee hereby acknowledges that there is presently located on and adjacent to the Easement Property a
<br /> roadway for vehicular traffic. Grantee covenants and agrees that such roadway shall be kept accessible to Grantor
<br /> at all times in order to ensure access by Grantor to its facilities, and that none of the facilities installed by or on
<br /> behalf of Grantee in,on or under the Easement Property shall interfere in any respect whatsoever with Grantor's use
<br /> of such roadway.Grantor shall be entitled to close such roadway temporarily at any time and from time to time for
<br /> such periods as Grantor in its sole discretion deems reasonably necessary for construction,maintenance,repair or
<br /> other purposes in connection with its utility operations.
<br /> 9. Grantee hereby covenants and agrees that it shall, upon any request by Grantor, repair or replace and
<br /> restore any existing fencing or gates in,on or in the vicinity of the Easement Property that is damaged by Grantee as
<br /> a result of its use of the property,as Grantor in its sole discretion may deem necessary. Upon prior approval by
<br /> Grantor,Grantee may install additional fencing or gates on the Easement Property.
<br /> 10. Notwithstanding anything herein to the contrary, Grantee specifically agrees, upon any request from
<br /> Grantor,to relocate or remove,at Grantee's sole cost and expense,any or all facilities constructed by or on behalf of
<br /> Grantee hereunder if, in Grantor's sole discretion, such removal or relocation is reasonably necessary in order to
<br /> avoid interference with any structure or facility or operation of Grantor. Grantee shall commence such relocation or
<br /> removal within 120 days after Grantee's receipt of any request therefore from Grantor. If Grantee fails to commence
<br /> such relocation or removal or, having commenced the same, fails to complete such relocation or removal, with
<br /> reasonable dispatch,Grantor shall,in addition to any and all other rights and remedies which may be available to it
<br /> under this agreement or applicable law, be entitled to an order of specific enforcement of Grantee's obligations
<br /> hereunder and shall also have the right and authority to relocate or remove,at Grantee's sole cost and expense,
<br /> such of Grantee's facilities as Grantee has failed to relocate or remove in accordance with the foregoing
<br /> requirements. Grantor will permit Grantee to relocate its facilities within Grantor's property if relocation of Grantee's
<br /> facilities becomes necessary. In Grantor's opinion, if sufficient area does not exist within Grantor's property to
<br /> accommodate Grantee's relocated facilities then Grantor is not obligated to permit Grantee's relocated facilities
<br /> within Grantor's property.
<br /> 11. This agreement,and any and all rights of Grantee hereunder shall in any event terminate immediately in the
<br /> event that Grantee at any time ceases to use or abandons the Easement Property or any of its facilities in,on or
<br /> under the Easement Property.
<br /> 12. This agreement sets forth the entire agreement of the parties and supersedes any and all prior agreements
<br /> with respect to the subject matter of this agreement. The invalidity or unenforceability of any provision of this
<br /> agreement shall not affect the other provisions hereof, and this agreement shall be construed in all respects as if
<br /> such invalid or unenforceable provision were omitted.
<br /> 13. No change,amendment or modification of any provision of this agreement shall be valid unless set forth in
<br /> a written amendment to this agreement signed by both parties.
<br /> 14. Any waiver at any time by a party of any of its rights with respect to a default under this agreement,or with
<br /> respect to any other matter arising in connection herewith, shall not be deemed a waiver with respect to any
<br /> subsequent default or matter.
<br /> 15. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
<br /> successors and assigns. 9 0
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