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NOW, THEREFORE, in consideration of the premises, as set forth in the foregoing
<br />Background Information, and of the mutual promises herein set forth, and other good and valuable
<br />consideration paid, the Parties do hereby agree as follows:
<br />ARTICLE I
<br />Fa_qPmPnt_q
<br />1.01. Ingress/Egress Easement to Aldi. Subject to the terms and conditions set forth in
<br />this Agreement, City hereby grants and conveys to Aldi and its successors and assigns (including
<br />without limitation Aldi's employees, agents and customers), as an easement appurtenant to the
<br />Aldi Property, a permanent, non-exclusive easement and right-of-way for the purpose of
<br />pedestrian and vehicular (including Aldi's delivery tractor trailers) ingress, egress, passage, and
<br />traffic upon, over, across, and through the driveways (including, but not limited to, the portions of
<br />the "Critical Access Drives", generally depicted on the Site Plan located on the City Property,
<br />as applicable), drive aisles and walkways on the City Property, as they may exist and/or be
<br />modified, from time to time. City hereby reserves the right to use the foregoing easement areas
<br />for all purposes that will not interfere with Aldi's full enjoyment of the rights granted hereby. City
<br />shall further have the right to relocate or otherwise modify any and all of such driveways, drive
<br />aisles and walkways; provided, however, City shall not alter, relocate or close the portions of the
<br />Critical Access Drives located on the City Property without the prior written consent of Aldi.
<br />1.02. Ingress/Egress Easement to City. Subject to the terms and conditions set forth in
<br />this Agreement, Aldi hereby grants and conveys to City and its respective successors and
<br />assigns, as an easement appurtenant to the City Property, a permanent, non-exclusive easement
<br />and right-of-way for the purpose of pedestrian and vehicular ingress, egress, passage, and traffic
<br />upon, over, across, and through the driveways, drive aisles and walkways on the Aldi Property as
<br />they may exist or be modified, from time to time. Aldi hereby reserves the right to use the foregoing
<br />easement areas for all purposes that will not interfere with City's full enjoyment of the rights
<br />granted hereby. Aldi shall further have the right to relocate or otherwise modify any and all of
<br />such driveways, drive aisles and walkways.
<br />1.03. Utility Easement to Aldi. Subject to the terms and conditions set forth in this
<br />Agreement, City hereby grants and conveys to Aldi and its successors and assigns, as an
<br />easement appurtenant to the Aldi Property, a non-exclusive easement over, under and across
<br />the City Property as may be necessary for the installation, operation, flow, passage, use,
<br />maintenance, connection, repair, relocation and removal of utility lines, connections and related
<br />improvements (collectively, "Utility Lines" and individually, a "Utility Line"), together with the
<br />right of ingress and egress for the foregoing purposes. Utility Lines include, but are not limited to,
<br />sanitary sewers, storm drains, water (fire and domestic), gas, electrical, telephone and
<br />communication lines. City shall have the right at any time to relocate a Utility Line located upon
<br />its Property upon 30-days prior written notice to Aldi; provided, however, that such relocation: (a)
<br />shall not interfere with or diminish the utility service to the Aldi Property; (b) shall not reduce or
<br />unreasonably impair the usefulness or function of such Utility Line; (c) shall be performed without
<br />cost or expense to Aldi; and (d) shall be completed using materials and design standards which
<br />equal or exceed those originally used. Aldi shall install, maintain and replace, at its sole cost and
<br />expense and in a good condition, its Utility Lines that are located on the City Property (unless the
<br />provider of the service or a governmental or quasi -governmental authority has agreed to maintain
<br />such Utility Line). Any maintenance and repair of Utility Lines located on the City Property shall
<br />be performed in such a manner as to cause as little disturbance in the use of the City Property as
<br />is practicable under the circumstances. Following Aldi's installation, maintenance or replacement
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