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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 former 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 environmental 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 /> Amendment, 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 terms 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 Agreement 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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