2004-09-14_GENERAL DOCUMENTS - M1993041

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Agreement. The Ditch Company is permitted to inspect the project or replacements and repairs during construction. Upon completion of the project, the Ditch Company's engineer may inspect the project and verify compliance with this Agreement and with Exhibit B. 5.2 The Ditch Company's right to inspect the Licensee's construction or replacement of the project in no way relieves the Licensee of its liability for negligent construction. The Ditch Company's inspection is solely for the benefit of the Ditch Company and creates no obligation to the Licensee, unless otherwise agreed by the parties. 6. REIMBURSEMENT OF EXPENSES. The Licensee agrees to reimburse the Ditch Company (or pay directly) for all reasonable engineering, legal, administrative and recordation costs incurred by the Ditch Company in preparing and approving this Agreement and Exhibits, and the costs of inspection as described in 1J5. Costs chargeable to Licensee shall be paid within 30 days of the billing date. 7. HATER LOSS. The Licensee agrees that the construction as set forth in Exhibit A will not increase carriage or transit loss over the loss which occurred historically. The Licensee agrees to compact earth materials so that such additional water losses will not occur. If the Licensee's construction increases carriage or transit loss in the Ditch, the licensee agrees to repair the construction to prevent such additional loss and to replace the lost water to the Ditch Company. 8. MAINTENANCE. If the project is not properly maintained, repaired or replaced, the Ditch Company may give notice to the licensee in writing of such condition, and the Licensee shall correct such defect or hazard within ten days. If proper correction 'is not made within the ten-day period, the Licensee shall have breached this Agreement and the Ditch Company can avail itself of all remedies, including, but not limited to, correcting the defect itself and collecting its expenses of correction from the Licensee. 9. LIABILITX AND INDEMNIFICATION. 9.1 By virtue of entering into this Agreement, the Ditch Company,: a. assumes no liability for use, operation, or existence of the Licensee's project; and b. assumes no additional responsibilities or obligations related to the Licensee's future or additional activities within the area described in Exhibit A which are required by this Agreement. 9.2 The licensee agrees to indemnify and hold harmless the Ditch Company, its directors, officers, agents, employees, and contractors, from ail claims and liability for damage or injury to property or persons arising or caused directly or indirectly by the Licensee's negligent construction, restoration, maintenance or, failure to maintain, the project and Licensee's occupancy and use of the land described herein and in Exhibit A, except to the extent of the Ditch Company's own negligence or that of its directors, officers, employees, or agents, and contractors. :'v`;°.