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7 <br /> 1.1.3 City agrees to grant and convey a non-exclusive easement over, upon and • <br /> across that certain portion of the City Property described as Parcel 14 on Exhibit A, <br /> which Parcel 14 is approximately 1.45 acres in area (the "Access Easement Parcel"), to <br /> BNSF by an instrument (the "Access Easement Agreement") in form and substance <br /> identical to that set forth on Exhibit D attached hereto and incorporated herein by this <br /> reference. <br /> 1.2 Access From City Rights of Way. The City acknowledges BNSF's right to <br /> reasonable vehicular access to its rail rights of way and wetland mitigation easements where <br /> these rights of way and easements adjoin the City's existing and future vehicular rights of way. <br /> The City agrees to cooperate with BNSF in its efforts to establish, preserve, and/or secure <br /> vehicular access to rail rights of way and wetland mitigation easements adjacent to City streets. <br /> City further agrees to, where necessary, grant future licenses to BNSF permitting such vehicular <br /> access to BNSF's rail rights of way and wetland mitigation easements in form and substance <br /> satisfactory to BNSF, provided that such licenses do not unreasonably interfere with City <br /> operations. <br /> 1.3 BNSF Property. Subject to the terms and conditions set forth in this Agreement, <br /> on the Closing Date BNSF agrees to quitclaim the BNSF Property to City by quitclaim deed <br /> ("BNSF Property Deed") in form and substance identical to that set forth on Exhibit E attached <br /> hereto and incorporated herein by this reference. The quitclaim to the City does not include any <br /> track or related track material (other than ballast) or equipment and all such personal property is <br /> expressly excluded from the Closing hereunder. <br /> Section 2 No Warranties for Information. Any information exchanged by the parties for <br /> each Exchange Property ("Information") has been delivered without any representation or <br /> warranty as to the completeness or accuracy of the data or other information contained therein, <br /> and all such Information is furnished to the other party solely as a courtesy, and the party <br /> delivering such Information has neither verified the accuracy of any statements or other <br /> information therein contained, the method used to compile such Information nor the <br /> qualifications of the persons preparing such Information. The Information is provided on an <br /> AS-IS, WHERE-IS BASIS, AND THE RECEIVING PARTY EXPRESSLY <br /> ACKNOWLEDGES THAT THE DELIVERING PARTY MAKES NO <br /> REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF <br /> LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF <br /> QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, SUITABILITY OR <br /> FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION. <br /> Section 3 Title. <br /> 3.1 ALTA Survey and Title Commitment. <br /> 3.1.1 The parties acknowledge that a survey and related field notes ("Survey") <br /> of the BNSF Property and the City Property, has previously been prepared and updated <br /> by Perteet Engineering, Inc. ("Surveyor"), and that each party has received an original of <br /> such Survey. The Survey was most recently updated on May 19, 2006, to meet ALTA <br /> Exchange Agreement 3 0 -3- DRAFT 5/23/06 <br />