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ambiguous, an interpretation consistent with the Purpose that would render the provision valid will be
<br />favored over any interpretation that would render it invalid.
<br />3. Severability Entire Agreement -No Forfeiture. If any provision of this Easement, or its application to
<br />any person or circumstance, is found to be invalid, the remainder of the provisions of this Easement
<br />and the application of such provision to any other persons or in any other circumstances shall remain
<br />valid. This instrument sets forth the entire agreement of the Parties with respect to the Property and
<br />supersedes all prior discussions, negotiations, understandings, or agreements relating to the Property,
<br />all of which are merged into this Easement.
<br />4. Assignment. This Easement is transferable, but Grantee may assign its rights and obligations under this
<br />Easement, with Grantors written approval, only to Grantee's judicially appointed successor or a
<br />publicly supported, tax-exempt nonprofit organization, qualified under Sections 501(c)(3) and 170(h)
<br />of the Internal Revenue Code of 1986, as amended, and also qualified as a nonprofit nature
<br />conservancy corporation under RCW 64.04.130 and 84.34.250. As a condition of such transfer, Grantee
<br />shall require that the transferee exercise its rights under the assignment consistent with the Purpose of
<br />this Easement.
<br />5. Merger. In the event that Grantee acquires the fee title to all or a portion of the Property subject to this
<br />Easement, it is the intent of the Parties, both Grantor and Grantee, that no merger of title shall take
<br />place that would merge the restrictions of this Easement with fee title to the Property, notwithstanding
<br />any otherwise applicable legal doctrine under which such property interests would or might be merged.
<br />As the Parties intend that no such merger take place, and in view of the public interest in the
<br />enforcement of this Easement, the restrictions on the use of the Property, as embodied in this Easement
<br />shall, in the event fee title becomes vested in Grantee, become and remain permanent and perpetual
<br />restrictions on the use of the Property as provided for herein. Grantee, as successor in title to Grantor
<br />under the circumstances described in the foregoing sentence, shall observe and be bound by the
<br />obligations of Grantor and the restrictions imposed on the Property by this Easement.
<br />6. Counterparts. The Parties may execute this instrument in two or more counterparts, which will be
<br />signed by both Parties. Each counterpart shall be deemed an original instrument as against any Party
<br />who has signed it. In the event of any disparity between the counterparts produced, the recorded
<br />counterpart shall be controlling.
<br />7. Effective Date. The effective date of this Easement is the date of recording in the records of Kittitas
<br />County, Washington.
<br />8. Subordination. At the time of conveyance of this Easement, the Property is not subject to any Mortgage
<br />or Deed of Trust.
<br />Section 13. Liability and Indemnification
<br />Liability and Indemnification. Grantor hereby agrees to release, hold harmless, indemnify, and defend Grantee,
<br />its officers, employees and agents from and against all liabilities, penalties, costs, losses, damages, expenses,
<br />causes of action, claims, demands, judgments or administrative actions, including, without limitation,
<br />reasonable attorney's and consultant's fees, arising from or in any way connected with (1) injury to or death of
<br />any person, or physical damage to any property, resulting from any act, omission, condition, or other matter
<br />related to or occurring on or about the Protected Property, regardless of cause, except to the extent caused by the
<br />negligent acts or omissions of Grantee, its officers, employees or agents; (2) the violation or alleged violation
<br />of, or other failure to comply with, any state, federal, or local law, regulation or requirement, including without
<br />limitation, CERCLA and MTCA, by any person other than Grantee, its officers, employees and agents; or (3)
<br />the presence or release in, on, from, or about the Protected Property, at any time, of any hazardous substances,
<br />unless caused solely by the Grantee.
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