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200206846
<br />the curb must be removed to accommodate the driveway. This work, when undertaken, shall be
<br />done in accordance with all codes, rules, regulations and ordinances of the City and shall be
<br />performed in a good and workmanlike manner. In addition, the construction of the driveway
<br />shall be done in such a way as to cause the least amount of disturbance to the AutoZone
<br />Parcel and the business conducted thereon and shall be completed within a reasonable time
<br />after it is begun. Upon completion of the work, the AutoZone Parcel shall be returned to the
<br />condition existing prior to the beginning of construction on the driveway, less the twenty -four
<br />(24) foot portion of the curb and the three (3) parking spaces that were removed. Upon
<br />completion of the driveway, Carpenter- Redman, at its cost, shall have a legal description
<br />prepared for both the AutoZone Easement Area and the Carpenter- Redman Easement Area.
<br />Said descriptions shall be provided to AutoZone for AutoZone's approval and upon AutoZone's
<br />written approval, this Agreement shall be amended to include said descriptions.
<br />This Agreement shall not be effective until said driveway has been completed except
<br />that, upon commencement of construction of the driveway, Carpenter- Redman shall provide the
<br />insurance certificate and indemnities to AutoZone as required by this Agreement. If Carpenter -
<br />Redman does not compete the construction of this driveway within a reasonable period of time
<br />following the commencement of construction, AutoZone shall have the right, after giving
<br />Carpenter- Redman thirty (30) days notice of its intention to do so to either: 1) declare this
<br />Access Easement Agreement terminated or 2) complete the construction. If Carpenter- Redman
<br />fails to complete the construction within thirty (30) days after said notice, then, at AutoZone's
<br />option, this Agreement shall either terminate or it shall continue and AutoZone has the option,
<br />but not the obligation, of completing the construction of the driveway. If AutoZone completes
<br />the construction of the driveway, Carpenter- Redman agrees to reimburse AutoZone for the cost
<br />of doing so no later than thirty (30) days following its receipt of a billing from AutoZone.
<br />ARTICLE III
<br />GENERAL PROVISIONS
<br />3.01 (a) Carpenter- Redman (and its successors and assigns) shall indemnify, defend
<br />and hold harmless AutoZone, its successors and assigns, from and against, any and all liability,
<br />demands, claims, causes of action, judgments and costs and expenses incurred in the
<br />investigation of the same (including, without limitation, court costs and reasonable attorney's
<br />fees) for, by way of illustration and not limitation, injury to persons, loss of life or damage to
<br />property occurring within the Access Easement Area which arise out of the construction of,
<br />and /or the use of the Access Easement Area by Carpenter- Redman (and their successors and
<br />assigns), its employees, agents, customers, invitees, designees, licensees, lessees and
<br />tenants.
<br />(b) AutoZone (and its successors and assigns) shall indemnify, defend and hold
<br />harmless Carpenter- Redman, its successors and assigns, from and against, any and all liability,
<br />demands, claims, causes of action, judgments and costs and expenses incurred in the
<br />investigation of the same (including, without limitation, court costs and reasonable attorney's
<br />fees) for, by way of illustration and not limitation, injury to persons, loss of life or damage to
<br />property occurring within the Access Easement Area which arise out of the use of the Access
<br />Easement Area by AutoZone (and their successors and assigns), its employees, agents,
<br />customers, invitees, designees, licensees, lessees and tenants. AutoZone shall have no
<br />AZ1656 Reciprocal Driveway Easement 0408.doc
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