RecD99 1999-193033 - Laserfiche WebLink

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OFFER AND AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Certain Definitions. While additional terms are defined elsewhere in this Offer and Agreement, whenever used in this Offer and Agreement, the following terms have the meanings described below. Whenever a cross-reference used in this Offer and Agreement refers to a Section, it means a Section of this Offer and Agreement. (a) Easement Improvement. "Easement Improvement" means and includes the sidewalk as shown on the Property on Sheets L1.2 and L1.5 of the Landscape Plans prepared by Skidmore, Owings & Merrill, dated February 12, 1997, and attached hereto as Exhibits C-1 and C-2. (b) Easement Use. "Easement Use" shall mean and be limited to the non-exclusive use of the Easement Area for pedestrian use in a manner that does not unreasonably interfere with or restrict the use or enjoyment of the Property . 2. Offer and Agreement to Dedicate Easement: Acceptance. Flatirons offers to dedicate a non-exclusive easement in gross to the City, in, over, upon, and through the Easement Area solely and exclusively for the Easement Use upon the terms and conditions set forth in this Offer and Agreement. The City's acceptance, if any, shall be evidenced by a motion or a resolution by the City Council of the City (the" Acceptance"). This Offer and Agreement will be null and void unless the City's Acceptance occurs within 120 days from the date of delivery of this Agreement, after execution by Flatirons, to the City. This Offer and Agreement cannot be accepted by or on behalf of the public by any other means, including but not limited to acceptance by public user. 3. No Inconsistent Use. The City, for itself and its successors and assigns, covenants and agrees that its use of the Easement Area and the Easement Improvement will not unreasonably adversely affect the use and enjoyment by Flatirons of the Property. 4. Maintenance of Easement Area and Easement Improvement. (a) Maintenance and Repairs. Following Flatirons' construction and completion of the Easement Improvement, Flatirons, its successors and assigns (in this Section 4, collectively "Flatirons") shall at all times, at its sole cost and expense, maintain, repair, replace and reconstruct the Easement Improvement and the Easement Area (collectively, the "Maintenance and Repair Work") in a first-class manner, equivalent to similar sidewalks located within the Shores Center Project and keep the Easement Improvement and the Easement Area in a neat, attractive, clean, safe, and orderly condition and in compliance with all applicable laws, statutes, regulations, ordinances, orders and governmental requirements. -2- PDEMTAG9.DOC 3/29/9911:52 AM 1111111111111111111111111111111111111111111111111111111 1999-193033 11/22/1999 11 :22~ ~G Page: 2 of 19