Shared, Perpetual, Non Exclusive Ingress, Egress and Utility Easement Agreement - FREG and Wharf Partners LLC

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1. Grant of Access Easement to FREG and Wharf Partners. The City hereby grants to FREG, its successors and assigns, and to Wharf Partners, its successors and assigns, (a) a shared, perpetual and non-exclusive access easement over, across and through the Easement Parcel to allow vehicular and pedestrian ingress and egress to and from the FREG Parcels and the Wharf Partners Parcels. FREG and Wharf Partners and their respective employees, agents, contractors, visitors, and tenants shall have use of, and access to, the Easement Parcel 24 hours per day, 7 days per week, subject to Section 3 below. The parties agree neither FREG nor Wharf Partners will have any right under this Agreement to install improvements of any kind on the Easement Parcel. 2, Grant of Exi.9 tL_g_U ilit _ __a . Exhibit B attached hereto depicts the location of the municipal water, sanitary sewer and electrical easements on the Real Property that run to the benefit of the City as of the Effective Date. Notwithstanding the foregoing, if a shared utility line that existed as of the Effective Date but failed to be depicted on the Seitz Park Minor Subdivision is later discovered, then the owner of the parcel upon which such shared utility line exists grants to other party then using such shared utility line, a perpetual and non-exclusive easement for continued use (but not expansion of) such shared utility line. 3, Maintenance; Restoration. The City will, at its sole expense, maintain and repair in good order and condition the Easement Parcel consistent with other public rights -of - ways in the general surrounding area. The foregoing shall include, but not be limited to, (a) timely removal of snow from the Easement Parcel in accordance with the City's schedule therefor and (b) paving, repaving and resurfacing the drive areas of the Easement Parcel, as and when needed consistent with other public rights -of -ways in the general surrounding area. In the event FREG or Wharf Partners damage any part of the Easement Parcel or the public right-of-way along Colfax Avenue, FREG or Wharf Partners, as applicable, shall promptly restore such areas to substantially the same condition that existed immediately prior to such damage. For purposes of this provision, normal wear and tear shall not be considered "damage" to the Easement Parcel. 4. Clear Path of Travel. The City and its agents and employees will place no permanent structures in, on, or over the Easement Parcel that will obstruct or interfere with the FREG's or Wharf Partners' use of the Easement Parcel without FREG's and Wharf Partners' prior consent. 5. Gwneersh p. The City represents and warrants that it is lawfully seized of the Easement Parcel, that it has full right and power to grant the easements contained herein, and that the Easement Parcel is free from all encumbrances, except any matters of record. & Indeiniirficatiop. Each party shall indemnify and hold the other party, its departments, boards, officers, members, agents, directors, managers and employees harmless from and against any and all claims resulting from (a) damage to any property upon its parcel or injury to any person upon its parcel caused by the sole negligence or gross negligence of such party as applicable and (b) the introduction of hazardous materials to the Easement Parcel by such party. Notwithstanding the -2-