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right to use its easement and associated access road for the ditch to construct,
<br />operate, maintain, repair or replace structures and facilities related to the
<br />operation of the Boyd and Freeman Ditch.
<br />(e) Access to the Poudre Trail, Ditch Company structures and facilities, and
<br />service access roads shall not be restricted. The conveyor shall be elevated to
<br />allow a 14'6" (fourteen foot six inch) clearance over the Poudre River Trail and
<br />Ditch Company's easement and associated access road.
<br />(f) The Roadway and conveyor shall be constructed so as not to interfere with
<br />the flow of water through the Boyd and Freeman Ditch to shareholders and water
<br />recipients. Grantee shall not spill any dirt, debris, or other foreign material into
<br />the Ditch.
<br />7. Non - Exclusive Right -of -Way Grant. Grantee's use of the Right -of -Way shall be
<br />non - exclusive, and Grantor, Ditch Company and Grantee, and their respective employees,
<br />agents, tenants, invitees, licensees, customers, successors, and assigns, shall have the right to use
<br />the Right -of -Way provided, however, no additional parties shall be permitted to use the Right -of-
<br />Way without Grantee's prior written consent. Grantee recognizes that the Ditch Company and
<br />certain oil and gas interests utilize the existing access roads that traverse the Right -of -Way in an
<br />essentially east -west direction and Grantee shall maintain the portions of these access roads that
<br />cross the Right -of Way during the term of this Agreement at its sole cost.
<br />8. Use of Right -of -Way. Grantee's use of the Right -of -Way shall be consistent with
<br />that associated with sand and gravel mining and processing operations. The Right -of -Way shall
<br />be irrevocable for as long as this Agreement remains in effect and is not terminated pursuant to
<br />paragraph 11.
<br />9. Indemnification. Grantee agrees to and does hereby assume all liability for, and
<br />indemnify, protect, save, and hold harmless Grantor and Ditch Company, its stockholders,
<br />directors, officers, agents, employees, successors, and assigns, from and against any and all
<br />losses, costs, expenses, attorneys' fees, claims, demands, suits, and actions of any character
<br />whatsoever which may be imposed upon or incurred by Grantor and/or Ditch Company on
<br />account of, or arising directly or indirectly from this Agreement, the grant of Right -of -Way
<br />herein contained, Grantee's construction of the Roadway,or Grantee's performance of its duties
<br />and obligations hereunder.
<br />10. Good Title. Grantor represents and warrants that it is the owner of Grantor's
<br />Property in fee and that Grantor's Property is free and clear of all prior easements, liens,
<br />encumbrances and restrictions of any nature whatsoever that would interfere with or take priority
<br />over the Right -of -Way.
<br />11. Termination. Each party shall have the right to terminate this Agreement and
<br />revoke the Right -of -Way at any time with five (5) days written notice to the other party. Grantor
<br />or Ditch Company shall not be entitled to receive additional compensation after the date of
<br />termination, other than any and all royalties due. Upon termination of this Agreement for any
<br />reason, Grantee shall continue to be liable for the performance of all obligations and the
<br />satisfaction of all liabilities to Grantor and Ditch Company including, but not limited to, the
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