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within and across that portion of Grantor's Property more particularly depicted and
<br />described in Exhibit C attached hereto and incorporated herein ("[,~tility Easement .area
<br />.\" and "C.'tility Easement .area B''. also referred to herein collectively as "Easement
<br />_-area"j for thz purpose of constructing, installing, operating, replacing, repairing and. or
<br />maintainin? such pipes, lines, wires, conduits and.'or other utilities improvements
<br />reasonably necessar~~ for Grantee to access, connect with and use the existing pipes, linos.
<br />wires, conduits and~or other utilities located within Grantor's Property for the benefit of
<br />Grantee's Property.
<br />?. \-laintenance and Repair Obligations.
<br />a. Grantee shall be sole!;: responsible for t.".,: mai;?tena;,cz. rzpa~r a:~d
<br />replacement of any of its facilities located on Grantee's Property.
<br />b. Grantor shall be entitled to commence or complete any reasonably
<br />necessary item of maintenance on Grantee's utility improvements to the extent same
<br />materially and adversely affects the function of Grantor's utilities, but only in the event
<br />that Grantee first declines to perform, or cattle to be performed, such item, or in the event
<br />that Grantee fails to perform, or cause to be performed, such item with reasonable
<br />diligence. In such event, Grantor shall, upon completion, provide Grantee with an
<br />invoice detailing the work performed and the total cost and Grantee shall be obligated to
<br />t•eimburse Grantor within sixty (60) days of its receipt of such invoice.
<br />c. [n the event that Grantee tails to reimburse Grantor as required herein, the
<br />outstanding amount due shall begin to accrue interest (back to the date of the applicable
<br />invoice) until paid in full at the rate of twelve percent (l2°'0) per annum.
<br />d. Notwithstanding anything else contained herein, in the event that a party
<br />hereto, by reason of the negligence or willful actions of itself; its employees, agents,
<br />contractors, orsub-contractors, shall cause material damage to the utilities improvements
<br />solely for use by the other party, then such party causing such damage shall be solely
<br />responsible for any and all actual and reasonable costs associated with repairing and;'or
<br />replacing such facilities. [n such instance, the aggrieved party shall be entitled to, upon
<br />completion of any necessary repair or replacement, provide the aggrieving party with an
<br />invoice detailing the work performed and the cost thereof The aggrie~~ing party shall
<br />reimburse the aggrieved party within thirty (30j days of its receipt of such invoice.
<br />~. Each of the parties hereto shall protect, defend and hold harmless each of
<br />the other from any liability, loss, costs, damages, expenses, fees, liabilities and, or suits or
<br />other actions whatsozver (collectively, "Damages") arising out of or in any connected
<br />with the acts or omissions of the parties, their respective employees, agents, tenants,
<br />invitees, licensees or contractors in their installation, maintenance, repair, replacement or
<br />use of the utilities improvements located ~yithin Grantor's Property as contemplated
<br />herein.
<br />~yCSR ~3~i991 ~ I
<br />Attachment number 5
<br />F-3 Page 93
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