2010-11-22_REVISION - M2009023 (6)

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result of, this Easement, and shall furnish the District with satisfactory evidence of payment upon request. B. Hold Harmless: Grantor, its successors and assigns, shall hold harmless, indemnify, and defend the District and its directors, officer, employees, agents and contractors (collectively "Indemnified Parties") from and against all liabilities penalties costs, losses, damages, expense, causes of action, claims, demands, or judgments, including without limitation, reasonable attorneys' fees, resulting from or in any way connected with: (1) injury to or the death of any person, or physical damages to any property resulting from any act, omission, condition or other matter occurring on the Mitigation Property unless caused by the acts or omissions of any of the Indemnified Parties; and (2) the existence of administration of this Easement, unless caused by the acts or omissions of any of the Indemnified Parties. The District or its successor shall hold harmless, indemnify, and defend Grantor from and against all liabilities, penalties, costs, losses, damages, expense, causes of action, claims, demands or judgments, including without limitation reasonable attorneys' fees, arising from or in any way connected with the administration of this Easement, unless caused by Grantor. 10. Assignment This Easement is transferable, but the District shall give the Corps at least 30 days' prior written notice of the transfer. The District may assign its rights and obligations under this Easement only to an organization that is: 1) approved by the Grantor and Corps and, 2) a governmental entity or other organization qualified to acquire and hold conservation easements under C.R.S. 38-30.5.104. As a condition of such assignment or transfer, the assignee or transferee shall agree in writing that the Conservation Values that this Easement is intended to advance shall continue to be fulfilled. In the event of the termination of the District's existence, the rights and obligations of the District hereunder shall by that fact itself, and without any fiuher action on the part of any entity, be deemed assigned to an entity approved by the Corps. 11. Subsequent Transfers Grantor agrees to incorporate the terms of this Easement in any deed or other legal instrument by which Grantor divests itself of any interest in all or a portion of the Mitigation Property, including without limitation, a leasehold interest. Grantor further agrees to give written notice to the District and the Corps at least fifteen (15) days prior to the date of any transfer of the Mitigation Property. The failure of the Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability in any way. 12. Estoppel Certificates