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DB04/0828208.0017/13868514.5 2
<br />pedestrian ingress and egress between the Benefited Property and Twin Lake Boulevard. The
<br />Easement granted herein includes the right to maintain, repair, improve and replace the South
<br />Portion of Bankers Drive, including any related drainage facilities, within the Easement Area.
<br />The rights granted herein may be exercised by Grantee, its successors and assigns, and their
<br />respective employees, agents, invitees and contractors, including but not limited to the residents
<br />of Five Star Mobile Estates. Grantor reserves the right to use the Easement Area for vehicular
<br />and pedestrian ingress and egress as well as the right to construct utilities which include but are
<br />not limited to sanitary sewer, water, and storm sewer. In exercising these reserved rights, the
<br />Grantor agrees to take reasonable steps to minimize any disruption to the use of the Easement
<br />Area by the Grantee. However, the Grantor in no way guarantees that use of the easement by the
<br />Grantee will not be disrupted.
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<br /> 2. Maintenance of Private Street. Grantee shall keep the South Portion of Bankers
<br />Drive in good condition and repair at Grantee's sole cost and expense, except that Grantor shall
<br />be responsible for any damage caused by Grantor, its employees, agents, invitees and
<br />contractors. In the event the Grantee contracts for labor or materials to be used in maintenance,
<br />repairs, or reconstruction of the paved road located within the Easement Area, the Grantee shall
<br />indemnify and hold Grantor harmless from all claims, actions, proceedings and costs of any
<br />nature incurred (including reasonable attorneys fees and costs of suit) which directly result from
<br />said construction activity. Any damages occurring to any portion of the Easement Area as a
<br />result of such construction work shall be the responsibility of the Grantee and shall be properly
<br />repaired by the Grantee at the Grantee’s sole cost and expense, to substantially the same
<br />condition as existed immediately prior to such work. Grantee's obligation to indemnify and hold
<br />Grantor harmless under this paragraph shall not apply to any personal injury or property damage
<br />which is the direct result of any work performed within the Easement Area by the Grantor, its
<br />employees, contractors, agents or servants.
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<br /> 3. Indemnification. Grantee shall indemnify and hold Grantor harmless from and
<br />against all liabilities, damages, claims, costs, reasonable attorney’s fees, and other similar
<br />expenses which may be incurred by the Grantor by reason of bodily injury or death of any person
<br />or damages to or destruction or loss of any property arising on or from the negligence or willful
<br />misconduct of the Grantee, its tenants, contractors, employees, servants, agents, or invitees in
<br />their use of the Easement Area, except where and to the extent that such liabilities, damages,
<br />claims, costs, or other similar expenses arise or result, in whole or in part, from the gross
<br />negligence or willful conduct of the Grantor, its tenant, contractors, employees, servants, agents,
<br />or invitees. Any party shall give prompt and timely written notice to the other party of any claim
<br />made or suit or action commenced against either party that might in anyway result in
<br />indemnification under this agreement.
<br />
<br />To further secure performance of this indemnification the Grantee shall name the Grantor
<br />as an additional insured to its commercial general liability policy.
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<br /> 3. Conversion to Public Street. Grantor may, in Grantor's discretion and with
<br />reasonable advance written notice to Grantee, convert or cause the conversion of the South
<br />Portion of Bankers Drive to a public street; provided that (i) such conversion, including without
<br />limitation construction of any street improvements and/or utilities required therefor, shall be at
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