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<br />maintenance, repair, removal, replacement and enlargement of any reasonably necessary
<br />utility and service lines, electric wiring and pipes, gas lines, water lines, sanitary or storm
<br />water drainage systems, telephone or other communications, security systems, and any
<br />other utility necessary or appropriate to service the Public Parking Facility, together with
<br />all necessary appurtenances and equipment, including, but not limited to, meters, terminal
<br />boxes, safety equipment, pipes, conduit and circuits, and for reasonable and necessary
<br />signage on the exterior of the Retail Cinema, including, without limitation, a large sign
<br />on the upper portion of the Retail Cinema and smaller parking control signs on the face of
<br />the structure and on the ramp to the Public Parking Facility, on, over, under, across and
<br />through Parcel A (collectively, the "City Utility Easement"). It is specifically agreed that
<br />the proper ventilation of the Public Parking Facility will require ventilation pipes and/or
<br />equipment to be located at specific sites within Parcel A, and the Developer agrees that
<br />such ventilation pipes and/or equipment may be located as the original design and
<br />permitting process shall determine, and that the Developer will not undertake any action
<br />or permit any third party to undertake any action on Parcel A which interferes with the
<br />location and/or operation of such pipes and/or equipment. The City shall design, install,
<br />use, repair, maintain, locate, modify or enlarge the utility equipment in such a way that
<br />will not unreasonably and materially interfere with the Developer's use, operation and
<br />development of the Retail Cinema. The installation, use, operation, maintenance, repair,
<br />replacement, relocation and removal of all such utilities shall be at the City's sole cost
<br />and expense except to the extent that such utilities service the Retail Cinema. It is agreed
<br />that the City Utility Easement includes the right to reinstall or relocate utilities over time
<br />as the reasonable use of the Public Parking Facility requires, provided that such
<br />reinstallation or relocation does not unreasonably interfere with the operation of the
<br />Retail Cinema.
<br />d. Construction and Repair Easement. Non-exclusive perpetual
<br />easement on, over and through any portion of Parcel A as is reasonably necessary for
<br />workers, materials and equipment for the purposes of the construction of the Public
<br />Parking Facility and/or for any future repair, restoration, alteration, expansion or
<br />maintenance work with respect to the Public Parking Facility, provided that the City shall
<br />provide reasonable advance notice of such activities except in case of emergency where
<br />such advance notice is not practicable (the "City Repair Easement").
<br />Section 4. Reciprocal Encroachment Easement. It is agreed that the vertical
<br />nature of the Project, and the necessities of construction, may cause some portion of the
<br />Retail Cinema to encroach into Parcel B, and/or some portion of the Public Parking
<br />Facility to encroach into Parcel A. The parties hereto, for the benefit of and appurtenant
<br />to Parcels A and B, grant to each other an exclusive perpetual easement for any such
<br />encroachment which results from the original construction of the Project. Further, the
<br />parties agree that the legal descriptions of Parcels A and B shall contain the dimensions
<br />of the improvements thereon, the intention of the parties being that each Parcel shall
<br />encompass the appropriate improvements owned by the owner of the Parcel. In the event
<br />of natural or normal subsidence or other movement which does not impair the integrity or
<br />usefulness of the improvements constituting the Retail Cinema and the Public Parking
<br />Facility, the legal description of Parcel A shall continue to encompass the Retail Cinema
<br /> REDW\0002\007 -9PREF.. DOC
<br /> 6\25\04 1130 law
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