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Section 12. General Provisions.
<br />1. Recordation. Grantee will record this Easement in a timely fashion in the official records of Kittitas County,
<br />Washington, and in any other appropriate jurisdictions, and may re-record it at any time as may be required
<br />to preserve its rights in this Easement.
<br />2. Controlling Law and Interpretation. The interpretation and performance of this Easement is governed by
<br />the laws of the State of Washington. Any general rule of construction to the contrary notwithstanding, this
<br />Easement will be liberally construed in favor of the grant to affect the Purpose of this Easement, the
<br />policies and purpose of the TDR Program and the policy and purposes of RCW 64.04.130 and chapters
<br />84.33 and 84.34 RCW. If any provision in this instrument is found to be ambiguous, an interpretation
<br />consistent with the Purpose that would render the provision valid will be favored over any interpretation
<br />that would render it invalid.
<br />3. Severability—Entire Agreement -No Forfeiture. If any provision of this Easement, or its application to any
<br />person or circumstance, is found to be invalid, the remainder of the provisions of this Easement and the
<br />application of such provision to any other persons or in any other circumstances shall remain valid. This
<br />instrument sets forth the entire agreement of the Parties with respect to the Property and supersedes all prior
<br />discussions, negotiations, understandings, or agreements relating to the Property, all of which are merged
<br />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 publicly
<br />supported, tax-exempt nonprofit organization, qualified under Sections 501(c)(3) and 170(h) of the Internal
<br />Revenue Code of 1986, as amended, and also qualified as a nonprofit nature conservancy corporation under
<br />RCW 64.04.130 and 84.34.250. As a condition of such transfer, Grantee shall require that the transferee
<br />exercise its rights under the assignment consistent with the Purpose of 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 place
<br />that would merge the restrictions of this Easement with fee title to the Property, notwithstanding any
<br />otherwise applicable legal doctrine under which such property interests would or might be merged. As the
<br />Parties intend that no such merger take place, and in view of the public interest in the enforcement of this
<br />Easement, the restrictions on the use of the Property, as embodied in this Easement shall, in the event fee
<br />title becomes vested in Grantee, become and remain permanent and perpetual restrictions on the use of the
<br />Property as provided for herein. Grantee, as successor in title to Grantor under the circumstances described
<br />in the foregoing sentence, shall observe and be bound by the obligations of Grantor and the restrictions
<br />imposed on the Property by this Easement.
<br />6. Counterparts. The Parties may execute this instrument in two or more counterparts, which will be signed by
<br />both Parties. Each counterpart shall be deemed an original instrument as against any Party who has signed
<br />it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be
<br />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 or
<br />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
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