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12-28-2004 05:26pm From-ALSTON AND BIRD 4046817777 T-729 P.004/006 F-643 <br /> i <br /> i <br /> shall be prepared consistent with generally accepted engineering practices, to Grantor <br /> not less than 60 days prior to commencement of construction of the relocated. ditch. <br /> Grantor shall have 15 days in which to submit comments and proposed revisions to <br /> such plans and specifications and Grantor's reasonable comments and revisions shall be <br /> incorporated in those plans and specifications. Grantee agrees that relocation of the <br /> McCann Ditch pursuant to this Agreement shall not lessen the utility of the easement <br /> for the Ditch to Grantor nor increase any burden on Grantor in its use and enjoyment of <br /> the Ditch. Grantee expressly covenants that the carriage of water in the McCann Ditch <br /> will not be interfered with or impaired by the construction of the relocated ditch, either <br /> during or upon completion of such construction Prior to undertaking the constriction, <br /> the parties shall agree upon a proposed starting date and a proposed completion date. <br /> Grantee shall use its best efforts to complete such work within the estimated time period. <br /> Within sixty (60) days after completion of the construction, Grantee shall provide <br /> Grantor with "as-built" drawings for the relocated McCann Ditch. All costs and <br /> expenses associated with relocation of the McCann Ditch will be borne by Grantee. <br /> Prior to commencing construction, Grantee shall provide Grantor with proof of Grantee's <br /> or, if applicable, Grantee's general contractor's comprehensive or commercial general <br /> liability insurance, including coverage for bodily i njmy,property damage and personal <br /> injury with not less than$2,000,000 limit of liability for each occurrence and$2,000,000 <br /> aggregate, with Grantor named as an additional insured on such insurance. Grantee shall <br /> —� indemnify, defend and hold harmless Grantor, its oTicers, directors, shareholders, <br /> employees and agents, from any claim., suit, proceeding,loss, damage, cost or expense, <br /> including, without limitation, reasonable attorneys' fees arising from or related to the <br /> activities of Grantee and/or Grantee's general contractor. <br /> 11. Assist. The rights granted to Grantee herein may be transferred or assigned, in <br /> whole or in part, to Brighton for the purposes contemplated by the MGU and the Tri- <br /> Party Agreement, and Grantee shall have no obligation to Grantor therefor. This <br /> Agreement may also be transferred or assigned by Gr=ft to a party other than Brighton <br /> provided that the assignee is,in the reasonable opinion of the Board of Directors of the ! <br /> McCann Ditch expressed in a written resolution, capable of and likely to carry out all <br /> of Grantee's obligations uddez this Agreement without increased interference with the <br /> operation of the McCanne Ditch or the delivery of shareholders' water under the <br /> McCann Flitch water rights. The obligations of Grantor set forth herein shall be <br /> binding upon all successors and assigns of Grantor. <br /> 12. lndemrification_ Grantee does hereby indcumi.fy and apees to hold Grantor harmless <br /> of and from any claims or cause of action by third parties against Grantor arising out of ! <br /> the use and operation of the McCanne Ditch for Grantee's carriage; storage, recharge <br /> and augmentation purposes. <br /> 13. Water Quality. Grantor makes no warranty or represezitation as to the quality of any <br /> water carried through the McCann Ditch. Grantee agrees to obtain at its cost any <br /> necessary governmental peru t for the operation of this CazTiage Agreement. <br /> 14. Adverse possession. No act by Grantee under this agreernew shall be considered, or <br /> claimed by Grantee, to be adverse possession of the McCanne Ditch. <br /> 3 <br />