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7. K -C Mill Property. If a successor -in -interest to K -C with respect to the ownership of K -C
<br />Mill Property or a portion thereof (such person, a "K C Successor") desires to connect directly to the Joint
<br />Use Facilities and use all or a portion of the fonner K -C Capacity of the Joint Use Facilities, such K -C
<br />Successor shall notify the City. Although the City does not agree by this Section 7 to reserve Capacity for a
<br />K -C Successor, the City hereby agrees to negotiate with such K -C Successor, in good faith, the terms for the
<br />use of the portion of available Capacity that the new owner desires, including treatment requirements,
<br />potential participation on the PRT, and the K -C Successor's responsibility for a pro rata share of the Annual
<br />O&M Budget. The City may impose such conditions on the approval of such K -C Successor and the use of
<br />the Capacity as it deems reasonably necessary to protect the interests of the City and the Joint Use Facilities,
<br />including, without limitation, those conditions set forth in Section 15.1.2 of the Joint Use Agreement. If the
<br />City and such K -C Successor reach agreement on the use of Capacity, the City agrees that the connection
<br />charge to such K -C Successor will not include any capacity charge for the portion of capital construction
<br />costs of the Joint Use Facilities which shall be deemed to have been paid by K -C. This Section 7 runs with
<br />the K -C Mill Property. K -C may record notice of this Section 7 by recording a memorandum of the same.
<br />8. Release and Indemnity.
<br />A. Section 19 of the Joint Use Agreement shall remain in full force and effect between
<br />the City and K -C for all costs, losses, claims for damages, liabilities and expenses, including but not limited
<br />to legal fees and court costs ("Claims") relating to the Joint Use Facilities and defaults under the Joint Use
<br />Agreement, in each case arising prior to the Transfer Effective Date and including, without limitation,
<br />Claims made based on the enviromnental condition of, or any hazardous substances (including petroleum and
<br />its by-products) on, in or under, the Joint Use Facilities or the property on which they are located prior to the
<br />Transfer Effective Date including, without limitation, such Claims arising under the Model Toxics Control
<br />Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials
<br />Transportation Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, and the
<br />Federal Insecticide, Fungicide, and Rodenticide Act, or any other laws.
<br />B. The City shall indemnify, defend and hold harmless K -C from (a) all Claims arising
<br />after the Transfer Effective Date relating to the obligations assumed by the City pursuant to Section 1 of this
<br />Amnendment, and (b) all Claims arising from the City's negligent acts or omissions or willful misconduct
<br />after the Transfer Effective Date, except neither (a) nor (b) apply to the extent such Claims are caused by the
<br />negligent, willful or unlawful acts or omissions of K -C or its agents, employees, representatives, consultants,
<br />contractors and subcontractors or arise from the environmental condition of, or any hazardous substances
<br />(including petroleum and its by-products) on, in or under, the Joint Use Facilities or the property on which
<br />they are located, in each case prior to the Transfer Effective Date and including, without limitation, such
<br />Claims arising under the Model Toxics Control Act, the Comprehensive Environmental Response,
<br />Compensation and Liability Act, the Hazardous Materials Transportation Act, the Clean Water Act, the
<br />Clean Air Act. the Toxic Substances Control Act, and the Federal Insecticide, Fungicide, and Rodenticide
<br />Act, or any other laws.
<br />C. Each indemnitee agrees to give the other party written notice within ninety (90) days
<br />after notice of a Claim and to give the other party the option to assume the defense of the Claim to the extent
<br />of the other's potential exposure thereunder. If necessary to enforce the terns of this Section 8 and for the
<br />limited purpose of enforcing this indemnification, the parties waive their immunity to suit under
<br />Washington's Industrial Insurance Act. The indemnity and waiver provisions contained in this Section 8
<br />have been expressly and mutually negotiated by the parties.
<br />9. Joint Use Aureement in Full Force and Effect. In accordance with Section 21.5 of the Joint
<br />Use Agreement, K -C and the City shall execute any other documents that are reasonably required to effect
<br />the terms of this Amendment. Except as amended by this Amendment, the Joint Use Agreement remains in
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