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over Grantor's pipeline is maintained at its current depth. Grantee shall not place heavy equipment on or over
<br />Grantor's pipeline if less than five feet (5') of cover exists, unless otherwise approved by Grantor. If Grantee
<br />uses heavy equipment, Grantee must obtain Grantor's engineer's approval of the weight/load bearing prior to
<br />crossing Grantor's pipeline.
<br />Corrosion Control Device. Grantee shall ensure that any corrosion control device or system utilized in
<br />connection with, or any condition, created as a result of, the Encroachment will be compatible with any device
<br />or system utilized by Grantor to control corrosion on its facilities. If Grantee's control device or system is not
<br />compatible with Grantor's device or system, Grantor may require Grantee to discontinue use of Grantee's
<br />device or system, make such modifications to its device or system, or correct any condition created to Grantor's
<br />facilities, as a result of the Encroachment, at Grantee's cost and risk to ensure the compatibility of the
<br />Encroachment with Grantor's device or system.
<br />9. Termination. Grantor may terminate this Agreement (1) in the event of Grantee's failure to comply with any
<br />provision of this Agreement, or (2) if Grantor determines that the Encroachment prevents Grantor from enjoying
<br />its easement rights, such termination effective upon providing written notice to Grantee. If this Agreement is
<br />terminated, Grantee shall promptly relocate and/or remove the Encroachment at no expense or risk to Grantor.
<br />10. Term and Restoration. Grantee shall complete construction of the Encroachment within one year of the date
<br />of this Agreement. If construction of the Encroachment is not complete within one year, the entire Agreement
<br />shall automatically terminate. If this Agreement is terminated and the Easement Area has been disturbed by
<br />Grantee, Grantee shall restore the Easement Area to its pre-existing condition at no cost or expense to Grantor.
<br />This restoration requirement survives the termination or expiration of this Agreement.
<br />11. Grantor Facilities Maintenance. Grantee agrees that Grantor may remove, at Grantee's expense, any
<br />Encroachment or portion thereof if, in Grantor's judgment, it is reasonably necessary to do so in order to
<br />construct, alter, maintain, repair, or replace Grantor's facilities located within the Easement Area, or in order to
<br />construct or install new facilities.
<br />12. Indemnification. To the fullest extent permitted by law, Grantee agrees to release, defend, indemnify,
<br />and hold harmless Grantor, its respective parent companies, partners, subsidiaries and any other related
<br />or affiliated entity, and their respective officers, agents, directors, employees, and shareholders
<br />(collectively the "Indemnified Parties") against all claims, liabilities, damages, demands, lawsuits, causes
<br />of action, strict liability claims, penalties, fines, administrative law actions and orders, environmental
<br />claims, remediation costs, cleanup costs, restoration costs, expenses (including, but not limited to,
<br />attorneys' fees and other costs of defense) and costs of every kind and character (collectively
<br />"Claims/Liabilities"), arising from or in any way connected to the installation, maintenance, repair,
<br />removal and/or presence of the Encroachment regardless of whether such harm is to Grantee, the
<br />Indemnified Parties or any other person or entity. THE DUTY TO RELEASE, DEFEND, INDEMNIFY
<br />AND HOLD THE INDEMNIFIED PARTIES HARMLESS SHALL INCLUDE, BUT NOT BE
<br />LIMITED TO, CLAIMS/LIABILITIES THAT RESULT FROM THE COMPARATIVE,
<br />CONCURRENT OR CONTRIBUTING NEGLIGENCE OF ANY PERSON OR ENTITY INCLUDING,
<br />BUT NOT LIMITED TO, THE INDEMNIFIED PARTIES, EXCEPT GRANTEE SHALL NOT BE
<br />LIABLE UNDER THIS SECTION FOR CLAIMS/LIABILITIES RESULTING FROM THE SOLE
<br />NEGLIGENCE OF THE INDEMNIFIED PARTIES. Grantee shall select legal counsel acceptable to
<br />Grantor to defend any Claim/Liability, and Grantor shall have the right to participate in the defense at
<br />Grantee's expense. No settlement of any Claim/Liability shall be made without Grantor's prior written
<br />consent. Grantee's duties under this section shall survive the termination, revocation, or expiration of
<br />this Agreement.
<br />13. Insurance. Grantee is a municipal corporation and shall maintain, at its sole cost and expense, such insurance
<br />coverages as are usual and customary for similarly situated public entities in the State of Minnesota in
<br />connection with the construction, operation, and maintenance of public infrastructure of the type contemplated
<br />by this Agreement.
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