10-074 - King County Flood Control Zone District (KCFCZD) - Purchase and Sale of Easement (Tukwila 205 Levee)

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If in the use of the easements granted above, the Grantee shall damage other property of the Grantor or shall cause damage to the easement area as a result of activity that is not permitted by the easement, each Grantee shall repair, replace and restore, at the Grantee's sole expense, said damage. Each Grantee shall maintain and keep in full force and effect a policy of general liability insurance in an amount not less than One Million Dollars per occurance, and provide Grantor with a certificate of insurance or self insurance and will name Grantor, its successors and assigns as Additional Insureds in the event one or both of the Grantee(s) should choose not to self insure. Each Grantee may self insure its obligations hereunder. Other than in the event of Grantor's gross negligence, each Grantee agrees to indemnify and hold harmless Grantor, and defend and protect it, against and from any and all claims, demands, damages, losses, liability, costs and expenses (including attorney's fees) arising by reason of any injury to or death of any person or persons or theft, loss or damage to any property occurring on or about Grantor's lands or claims of any kind or nature as a result of any activity, work or thing done, permitted, suffered or omitted to be done on or about Grantor's lands by Grantees or their contractors, agents or employees during the term of this Agreement. Grantees hereby accepts all risk of injury to persons or damage to or loss of property occasioned by any defect on or about Grantor's lands, or any disrepair or hazardous or unsafe condition therein or thereabout, and Grantees hereby unconditionally release Grantor from any and all liability therefor. Grantees shall be solely responsible for the security of all their own property and of personal property under their custody and control on Grantor's lands (including the supplies, material, personal property and equipment of Grantees' contractors and crews), and for any repairs to or replacement or compensation for such property which may arise out of any theft, loss or damage thereto. Grantees shall not draw power, electricity or other utilities from Grantor's utility facilities on Grantor's lands. Grantees hereby represent and warrant that the Perpetual Easements do not lie beneath any existing building or other structure (apart from parking surfaces) located on the real property of Grantor. Moreover, after completion of all Work, nothing herein shall preclude Grantor's installation and maintenance of landscaping and related improvements within or over the Perpetual Easements subject to U.S. Army Corps of Engineers levee standards for operation and maintenance. On the flood protection levee in the Flood Protection Levee Easement, Grantor shall not install, construct, alter or remove any structures or improvements, or plant, trim or remove any vegetation, without prior approval of Grantee. Grantor may install and maintain landscaping and landscaping related improvements in the Perpetual Easements outside of the flood protection levee, subject to U.S. Army Corps of Engineers levee standards for operation and maintenance." The obligations of Grantees under this Agreement shall be joint and several. Wells Fargo /Tukwila /King County Final 11 6/29/2010