Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined herein shall have the meanings given to them in the context in which they appear. 1.1 "Agreement" means this Permanent Pipeline Corridor Easement Agreement, including all Exhibits attached hereto, as the same may be amended, supplemented, or modified from time t

ARTICLE 2 — GRANT OF EASEMENT 2.1 Grant. For and in consideration of the Easement Compensation and the mutual covenants contained herein, Grantor hereby grants, conveys, and warrants to Grantee, its successors and assigns, a permanent, non-exclusive easement and right-of-way in, on, over, under, across, and through the Easement Area for the purpose of conducting the Permitted Activities (the "Easement"). The Easement

ARTICLE 3 — PERMITTED ACTIVITIES AND EASEMENT PURPOSE The Easement is granted for the following purposes, which shall collectively constitute the "Permitted Activities": 3.1 Installation. The right to survey, excavate, grade, trench, install, construct, lay, backfill, and compact the Force-Main Pipeline (including both 24-inch and 36-inch HDPE lines and all associated appurtenances) within the Easement Area in accord

ARTICLE 4 — EASEMENT AREA DESCRIPTION AND SURVEY 4.1 Legal Description. The Easement Area is that certain linear corridor located within and upon Whatcom County Parcel No. 380220-108401, as more particularly described in the metes-and-bounds legal description prepared by Ironclad Surveying & Land Services LLC (Karen Whitfield, Professional Land Surveyor, Washington PLS No. ___), attached hereto as Exhibit C and incor

ARTICLE 5 — COMPENSATION 5.1 Easement Compensation. In consideration of the Easement granted herein and the rights, privileges, and obligations set forth in this Agreement, Grantee shall pay to Grantor the total sum of _____ Dollars ($___) (the "Easement Compensation"). The Easement Compensation has been determined on the basis of a linear-foot valuation of the Easement Area as set forth in the appraisal prepared by

ARTICLE 6 — GRANTOR'S RETAINED RIGHTS AND RESTRICTIONS 6.1 Retained Agricultural Use. Grantor retains the full right to use, occupy, and enjoy the Easement Area and the remainder of the Burdened Property for dairy farming, agricultural cultivation, livestock grazing, hay production, forage production, and all other lawful agricultural purposes, provided that such use does not unreasonably interfere with, impede, or p

ARTICLE 7 — DEPTH OF COVER AND PIPELINE SPECIFICATIONS 7.1 Minimum Depth of Cover. The Force-Main Pipeline shall be installed with a minimum depth of cover of forty-two (42) inches, measured from the finished grade of the ground surface to the top (crown) of the pipe at all points along the pipeline alignment within the Easement Area. If applicable engineering standards, manufacturer specifications, or any federal, s

ARTICLE 8 — SURFACE RESTORATION OBLIGATIONS 8.1 Construction Restoration. Following the completion of initial pipeline installation during the Temporary Construction Period, and following the completion of any subsequent maintenance, repair, replacement, or other activity requiring excavation or surface disturbance within the Easement Area or on any other portion of the Burdened Property, Grantee shall, at Grantee's

ARTICLE 9 — ACCESS PROVISIONS 9.1 Routine Access. For routine inspection and maintenance activities (including but not limited to visual inspection, pipeline marker inspection, cathodic protection system monitoring, air-release valve inspection, and similar non-invasive activities), Grantee shall provide Grantor with no less than forty-eight (48) hours' prior notice, which may be delivered in writing (by mail, email,

ARTICLE 10 — INDEMNIFICATION AND LIABILITY 10.1 Grantee's Indemnification. Grantee shall indemnify, defend, and hold harmless Grantor, its officers, directors, shareholders, members, employees, agents, tenants, and invitees (collectively, the "Grantor Indemnitees") from and against any and all claims, demands, actions, causes of action, damages, losses, liabilities, costs, and expenses (including reasonable attorneys

ARTICLE 11 — INSURANCE 11.1 Grantee's Insurance. Grantee shall maintain, or shall cause its contractors and subcontractors to maintain, during the Temporary Construction Period and during any subsequent construction, repair, replacement, or rehabilitation activity conducted within the Easement Area or on the Burdened Property, the following minimum insurance coverages: (a) Commercial General Liability Insurance. Comm

ARTICLE 12 — REPRESENTATIONS AND WARRANTIES 12.1 Grantor Represents and Warrants. Grantor hereby represents and warrants to Grantee, as of the date of this Agreement, as follows: (a) Organization and Good Standing. Grantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Washington, with its registration current and in compliance with the requirements of the Washi

ARTICLE 13 — DEFAULT AND REMEDIES 13.1 Default. A Party shall be in default under this Agreement if such Party fails to perform, observe, or comply with any material obligation, covenant, condition, or provision of this Agreement and such failure continues for a period of thirty (30) days after the non-defaulting Party delivers written notice to the defaulting Party specifying the nature of the default with reasonabl

ARTICLE 14 — CONDEMNATION AUTHORITY PRESERVED 14.1 Nothing in this Agreement shall be construed to limit, waive, restrict, or diminish Grantee's power of eminent domain under Chapter 43.99N RCW or under any other provision of the Revised Code of Washington or applicable law. Grantee expressly reserves the right to exercise its power of eminent domain to acquire fee title, additional easement interests, or other prope

ARTICLE 15 — ASSIGNMENT AND SUCCESSORS 15.1 Grantee's Right to Assign. Grantee may assign, transfer, or convey its rights, interests, and obligations under this Agreement and in the Easement, in whole or in part, to any governmental entity, public utility, quasi-governmental instrumentality, or successor instrumentality of the State of Washington, without the consent of Grantor, provided that the assignee expressly a

ARTICLE 16 — GENERAL PROVISIONS 16.1 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Washington, without regard to conflict of laws principles. 16.2 Venue. Any action, suit, or proceeding arising under or in connection with this Agreement shall be brought exclusively in the Superior Court of the State of Washington for Whatcom County, located in