CCP 01-13-2009 (3) - Laserfiche WebLink

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materials on the Butcher's Spur from and after the date of this Agreement. City agrees that MT or its assigns (including Operator) may, from and after the date of this Agreement, relocate such materials from the Butcher's Spur to the Exchange Property after the date of this Agreement. E. EARLY ACCESS. MT acknowledges that it permitted the City to enter that portion of the Butcher's Spur shown in the attached Exhibit H for the purpose of removing all tracks, ties, ballast, crossing signals, and other railroad fixtures for the purposes of reconstructing Old Highway 8 and that the City has completed such removal. MT further acknowledges that it permitted the City and its contractors (including private utility companies) to access the area shown on Exhibit H and to install and place necessary infrastructure, including water, sanitary sewer, storm sewer, electrical, natural gas, cable television, telephone, streets and landscaping (Public Improvements). In the event that this Agreement is terminated for any reason other than MT's default and Closing does not occur, the City agrees to promptly restore the tracks, ties, ballast, crossing signals and other railroad fixtures and alter the above -ground Public Improvements to provide a crossing for the restored railroad tracks and fixtures. In that event, MT agrees to negotiate in good faith with the City and affected private utilities to grant the necessary permanent easements for the above -ground and underground Public Improvements, as altered. If the parties are unable to reach an agreement within one year after termination of this Agreement: (i) the City shall commence eminent domain proceedings to acquire the necessary easements, (ii) the parties will stipulate that the date of taking shall be October 15, 2008; (iii) the parties will further stipulate that the City must pay its approved appraised value of the easements to be acquired to the owners of the Butcher's Spur within 10 days after the court has approved the petition in condemnation. 10. Indemnity for Early Entry. With respect to a right of entry granted under this Agreement or those prior entries as referenced in this Agreement, each party agrees to indemnify the other against any liens, claims, losses, or damage occasioned by the indemnifying party's exercise of its right to enter and work on the property of the other. Provided, however, that nothing in this paragraph is intended to modify the Right of Entry, and the obligations and rights of the parties pursuant to the Right of Entry shall be governed solely by the terms thereof. 11. No encumbrances. MT agrees not to place any liens or encumbrances on the Butcher's Spur, or to modify any existing lease or agreement relating thereto after the date of this Agreement without the consent of City, which consent shall not be unreasonably withheld or delayed. City agrees not to place any liens or encumbrances on the Exchange Property after the date of this Agreement. 12. Billboard. MT currently leases a portion of Parcel C of the Butcher's Spur for a billboard sign (`Billboard"). The City agrees that at Closing City will either: (i) enter into a separate license agreement with MT in the form of Exhibit F attached hereto to allow MT to continue to lease the Billboard until September 30, 2009; or (ii) pay to MT the additional sum of • $13,375.00 in addition to the Purchase Price. If the City enters into the license agreement, MT agrees to take the appropriate steps to terminate all leases for the Billboard effective no later than 2199835v4 9