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' Section 9. Administrative Fees. NOT APPLICABLE
<br />Section 10. Franchise Fee. NOT APPLICABLE
<br />Section 11. Capacitv for GOUNTY Use. NOT APPLICABLE
<br />Section 12. Notices. Any notices to be served upon the COUNTY oT "FRANCHISEE', shall be delivered
<br />to the following addresses respectively:
<br />COUNry of Kittitas
<br />Department of Public Works
<br />411 N. Ruby St. Suite#1
<br />Ellensburg, WA 98926
<br />The Ranch on Swauk Creek LLC
<br />PO Box 808
<br />Cle Elum, WA 98922
<br />Section 13. Claims for Damaqes. ln the construction, installation, repair, operation, and maintenance of
<br />its structures and facilities, "FRANCHISEE', shall use reasonable and appropriate precautions to avoid
<br />damage to persons or property. 'FRANCHISEE", shall indemnifu and save harmless the COUNW from
<br />all claims, actions or damages of every kind or description, including reasonable attorney's and expert
<br />witness fees, which may accrue to or be suffered by any person or persons, corporation or property to the
<br />extent caused in part or in whole by any negligent act or omission of "FRANCHISEE', its officers, agents,
<br />servants or employees, carried on in the furtherance of the rights, benefits, and privileges granted to
<br />"FRANCHISEE", by this franchise. ln the event any claim or demand is presented to or filed with the
<br />COUNTY which gives rise to.FRANCHISEE", obligation pursuant to this section, the COUNTY shall
<br />within a reasonable time notify 'FRANCHISEE", thereof and "FRANCHISEE', shall have a right, at its
<br />election, to settle or compromise such claim or demand. ln the event any claim or action is commenced
<br />in which the COUNTY is named a party, and which suit or action is based on a claim or demand which
<br />gives rise to "FRANCHISEE', obligation pursuant to this section, the COUNTY shall promptly notify
<br />'FRANCHISEE", thereof, and "FRANCHISEE', shall, at its sole cost and expense, defend such suit or
<br />action by attorneys of its own election. ln defense of such suit or action, "FRANCHISEE", may, at its
<br />election and at its sole cost and expense, settle or compromise such suit or action. This section shall not
<br />be construed to require'FRANCHISEE", to: (i) protect and save the COUNTY harmless from any claims,
<br />actions, or damages; (ii) settle or compromise any claim, demand, suit, or action; (iii) appear in or defend
<br />any suit or action; or, (iv) pay any judgment or reimburse the COUNTY's costs and expenses (including
<br />reasonable attorney's fees), to the extent such claim arises out of the sole negligence of the COUNTY.
<br />To the extent of any concurrent negligence between .FRANCHISEE", and the COUNTY, .FRANCHISEE',
<br />obligations under this paragraph shall only extend to its share of negligence or fault. The COUNW shall
<br />have the right at all times to participate through its own attorney in any suit or action which arises out of
<br />any right, privilege, and authority granted by or exercised pursuant to this franchise when the COUNTY
<br />determines that such participation is required to protect the interests of the COUNTY or the public. Such
<br />participation by the COUNTY shall be at the COUNTY's sole cost and expense.
<br />Section 14. Severabilitv. lf any section, sentence, clause or phrase of this Franchise is held to be
<br />invalid or unconstitutional by a court of competent jurisdiction, the COUNTY may, at its sole option, deem
<br />the entire franchise to be affected and thereby nullified. However, in the event that a determination is
<br />made that a section, sentence, clause, or phrase in this Franchise is invalid or unconstitutional, the
<br />COUNTY may elect to treat the portion declared invalid or unconstitutional as severable and enforce the
<br />remaining provisions of this Franchise; provided that, if the COUNTY elects to enforce the remaining
<br />provisions of the Franchise, "FRANCHISEE', shall have the option to terminate the franchise.
<br />Section 15. lndemnification. 'FRANCHISEE", its successors and assigns, agrees and covenants to
<br />indemnify and hold harmless the County of Kittitas from and against any and all liability, loss, cost,
<br />damages, whether to persons or propefi, or expense of any type or nature, including reasonable
<br />attorney's fees and expert witness fees, to the extent it arises from any negligent act or omission or willful
<br />misconduct of "FRANCHISEE', its successors and assigns arising from or connected to "FRANCHISEE',
<br />work under this franchise, provided however, that in case any suit or action is instituted against the
<br />F RANCHISE _ I RRI GATI ON WATER PAGE 4 OF 5
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