2015/05/06 Council Agenda Packet

t Form Approved by VP-Law termination, or, if later, the date when Grantee's Improvements are removed and the Premises are restored to the condition that existed as of the Effective Date. If Grantee fails to surrender the Premises to Grantor upon any termination of the Easement, all liabilities and obligations of Grantee hereunder shall continue in effect until the Premises are surrendered. Section 10 Liens. Grantee shall promptly pay and discharge any and all liens arising out of any construction, alterations or repairs done, suffered or permitted to be done by Grantee on the Premises or attributable to Taxes that are the responsibility of Grantee pursuant to Section 6. Grantor is hereby authorized to post any notices or take any other action upon or with respect to the Premises that is or may be permitted by Law to prevent the attachment of any such liens to any portion of the Premises; provided, however, that failure of Grantor to take any such action shall not relieve Grantee of any obligation or liability under this Section 10 or any other section of this Easement Agreement. Section 11 Tax Exchange. Grantor reserves the right to assign this Easeme aige t to Apex Property & Track Exchange, Inc. ("Apex"). Apex is a qualified intermediary within the rrieaning of 5 tion 1031 of the Internal Revenue Code of 1986, as amended, and Treas. Reg. § 1.19„ k)-1(g), fo thet p�ose,ocompleting a tax-deferred exchange under said Section 1031. Grantor shall bear,al expense assoated'wii�h the use of Apex, or necessary to qualify this transaction as a tax-deferred exchang and, e f as oth ise provided herein, shall protect, reimburse, indemnify and hold harmless Grantee from'..an agar an_y_a ,all reasonable and necessary additional costs, expenses, including, attorneys fees,and liabilitiivhich-Gan ee may incur as a result of Grantor's use of Apex or the qualification of this transa6 i n, s -tax-def, e ed transaction pursuant to Section 1031. Grantee shall cooperate with Grantor with respect to h. ax-deferred exchange, and upon -' Grantor's request, shall execute such documents as may be ee in ed to effee 's tax deferred exchange. Section 12 Notices. Any notice required or per tfed to bet. en hereu d-r by one party to the other shall be delivered in the manner set forth in the OVERPAS -grA ent�IVotic- is rantor under this Easement shall be delivered to the following address: BNSF rUi way Coo any, `e- --s ate Department,2500 Lou Menk Drive, Ft. Worth, TX 76131,Attn: Permits, or sug'f Wier address Gran oev(.,ay from time to time direct by notice to Grantee. . . f Section 13 Recordation. It is un.e stood and ag,eed that this Easement Agreement shall not be in recordable form and shall not be placed on p- tic recor• d any such recording shall be a breach of this Easement-Agreement. Grantor rid G- ntee s a execute Memorandum of Easement in the form attached hereto as Exhibit "B-1" (the " emora dum of Ea ement") subject to changes required, if any, to conform such form to local recording fequiremett s [I La GAL DESCRIPTION IS NOT AVAILABLE USE THE FOLLOWING IN-PLACE OF,ThIE PR741 RS-EN.TENCE: As of the Effective Date, a legal description of the Premises is no�"`tjavaible. C�nte 'and Mranr shall work together in good faith to establish the legal descriptio o/ihe f Premises. On e Grantor nd Grantee have approved the legal description, Grantor and Grantee shall execute a- Memorand .of Easement in the form attached hereto as Exhibit "B-1" (the "Memorag►�dl{m of Easements y��11 The-Memorandum of Easement shall be recorded in the real estate records in the county\we th' misesre located. If a Memorandum of Easement is not executed by the parties and recorded as desc jibed above w thijt days of the Effective Date, Grantor shall have the right to terminate this Easement Agreement upo nq{{ice to Grantee. 1 Section 14 Miscellaneous. 14.1 All questions concerning the interpretation or application of provisions of this Easement Agreement shall be decided according to the substantive Laws of the State of[Texas]without regard to conflicts of law provisions. 14.2 In the event that Grantee consists of two or more parties, all the covenants and agreements of Grantee herein contained shall be the joint and several covenants and agreements of such parties. This • instrument and all of the terms, covenants and provisions hereof shall inure to the benefit of and be binding upon each of the parties hereto and their respective legal representatives, successors and assigns and shall run with and be binding upon the Premises. Form 105; Rev. 06/01/05 5 38