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HLFT-55351\2633534.3 1 When Recorded Return to: City Clerk, City of El Mirage 10000 N. El Mirage Road El Mirage, AZ 85335 Exempt under A.R.S. § 11-1134(A)(2) PUBLIC ACCESS EASEMENT AGREEMENT This Public Access Easement Agreement (this “Easement Agreement”) is made this ____ day of ________________, 20___, by and between MICROSOFT CORPORATION, a Washington corporation (“Grantor”) and the CITY OF EL MIRAGE, an Arizona municipal corporation (“Grantee”). RECITALS A. Grantor has a real property interest in or is the owner of that certain property located in the City of El Mirage, Arizona, consisting of approximately 137 acres, legally known as Assessor’s Parcel Number 501-46-854 (the “Grantor Property”). B. Grantor wishes to grant to the Grantee a non-exclusive easement (the “Easement”) solely for public pedestrian access across the Olive Avenue Driveway Area that encroaches on to the Grantor Property as shown on attached Exhibit A (the “Easement Area”). AGREEMENTS NOW, THEREFORE, in consideration of the premises and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Grant of Easement. Grantor hereby grants and conveys to Grantee a perpetual, non- exclusive easement over, on and across the portion of the Grantor Property constituting the Easement Area, as described and depicted in Exhibit A hereto for the sole purpose of providing public pedestrian access. Grantor reserves all rights to use the Easement Area in any matter that does not materially interfere with such easement grant to the Grantee. 2. Use of Easement Area. No structures shall be constructed, erected, or placed within the limits of the Easement Area that would materially impair the normal operation or use of the Easement Area for pedestrian purposes. No parking of vehicles within the Easement shall be permitted. Notwithstanding the foregoing, Grantor hereby reserves the right to impose reasonable limitations on the public use and access of the Easement Area for the purposes of safety, security, operational considerations, and overall compatibility with the Grantor Property; to help ensure consistency of said use(s) with applicable federal, state and local laws and regulations; for consistency with applicable provisions of any covenants, conditions and restrictions recorded against the Grantor Property; and to help ensure compatibility with other use(s) on the Grantor Property. HLFT-55351\2633534.3 2 3. Maintenance. Grantor agrees that the Grantee has no maintenance responsibilities for the Easement granted herein. All maintenance shall be the responsibility of the owner of the land over which the Easement is located. 4. General Provisions. The following provisions shall apply to this Easement: a. The obligations which are imposed by this Easement shall also be considered to be covenants running with the land, and all of the terms and conditions which are contained and expressed in this Easement shall bind and inure to the successors and assigns of the respective parties hereto. b. This Easement will be enforced, construed, interpreted and governed, in all respects, by and under the law of the State of Arizona. c. No provision contained in this Easement shall be construed as creating a relationship of principal and agent, or partnership or joint venture. d. This Easement may not be amended, altered or revised except by a written instrument signed by the then-current owner(s) of the Easement, and the Grantee, and such amendment shall be recorded in the Recorder’s Office of Maricopa County. e. The captions which are used in this Easement serve as a description of the paragraph contents only, and such captions are not intended to be interpretations of this Easement. This Easement Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument. f. In the event that any party shall institute an action or proceeding against any other party hereto to enforce, interpret, or seek damages for breach of any of the terms, provisions, or conditions of this Easement Agreement, then the prevailing party in any such action or proceeding shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred by the prevailing party in the prosecution or defense of any such action or proceeding. g. Any notice which one party wishes or is required to give to the other party will be regarded as effective if such notice is in writing and either delivered (i) personally to such party or (ii) by certified or registered mail, return receipt requested and postage prepaid, or (iii) overnight courier, correctly addressed as set forth below. Any notice so given shall be deemed to have been given upon receipt or refusal to accept delivery. City: City of El Mirage 10000 N El Mirage Road El Mirage, AZ 85335 Attn: City Manager HLFT-55351\2633534.3 3 Owner: Microsoft Corporation One Microsoft Way Redmond, WA 98052 Attn: MSFT Engineering Copy to: Microsoft Corporation One Microsoft Way Redmond, WA 98052 Attn: Corporate, External, and Legal Affairs Copy to: Miller Starr Regalia Miller Starr Regalia 1331 N. California Blvd. Suite 600 Walnut Creek, CA 94596 Attn: Hans Lapping, Esq. Any party may file written notice of change of address with the other parties. 5. Non-use and Abandonment. Upon Grantee's abandonment of the Easement, or portion thereof, all right, title, and interest of Grantee in the Easement Area not used for the purposes described above shall revert to Grantor, upon Grantor’s request. Non-use of the Easement, or portion thereof, for a continuous period of two (2) years or more shall be conclusive evidence of the abandonment thereof, and Grantee will, on demand, execute, acknowledge, and deliver unto Grantor a good and sufficient deed quitclaiming to Grantor all said right of way and Easement or such portion thereof as may be abandoned. 6. Grantee Indemnity of Grantor. Grantee hereby agrees to indemnify Grantor against and hold it harmless from any and all loss, damage, liability for damages, costs and expenses, whether for damage to or loss of property, or injury to or death of persons, which shall in any way arise out of or be connected with the rights hereby granted, unless such damage, loss, injury or death shall be caused by the sole or active negligence or willful misconduct of Grantor. 7. No Dedication to the Public. Nothing contained herein shall be deemed to constitute any gift or dedication to the public or for public use, any portion of the Easement Areas or the Grantor’s adjacent property, it being the intention and understanding of the parties that this Easement Agreement be strictly limited to and for the purposes herein expressed and is solely for the benefit of the parties IN WITNESS TO THIS EASEMENT, the parties have caused this Easement to be executed as of the day and year first above written, subject to all of the terms and conditions herein set forth. CAUTION: The above described easement may contain underground facilities, the location of which must be verified as required by Arizona Revised Statutes, Section 40-360.21 et seq. (Arizona Blue Stake Law) prior to excavation. HLFT-55351\2633534.3 4 [Signature pages follow] HLFT-55351\2633534.3 5 IN WITNESS WHEREOF, the Mayor and Council of El Mirage, Arizona, by its Mayor and its Clerk, duly authorized, have affixed hereunto their hand and caused its official seal to be affixed on this ____________ day of _______________, 20___. CITY OF EL MIRAGE, an Arizona municipal corporation Alexis A. Hermosillo, Mayor STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) The foregoing Pedestrian Access Easement was acknowledged before me this _____ day of ___________, 20___, before me by Alexis A. Hermosillo, Mayor of the City of El Mirage, an Arizona municipal corporation, and being authorized to do so, executed the foregoing instrument on behalf of the City for the purposes therein stated. Notary Public My Commission Expires: ____________ ATTEST: Sharon Antes, City Clerk Dated: Approval as to Form By: Justin Pierce, City Attorney HLFT-55351\2633534.3 6 GRANTOR: Microsoft Corporation, a Washington corporation By: Its: State of _________________ ) )ss County of _______________ ) The foregoing Pedestrian Access Easement was acknowledged before me this _____ day of _____________, 20___, by _________________________, the _________________ of Microsoft Corporation, a Washington corporation, and who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the and acknowledged to me that he being authorized to do so, executed the foregoing instrument for the purposes therein contained on behalf of Microsoft Corporation, a Washington corporation. Notary Public My Commission Expires: ____________ HLFT-55351\2633534.3 7 EXHIBIT A Easement Area [Attached] EPS Group, Inc. 1130 N. Alma School Rd, Suite 120 Mesa, AZ 85201 Tel (480) 503-2250 Fax (480) 503-2258 S:\Projects\2018\18-081\Legal Survey\Legals\18-081 Legal Description PEDESTRAIN ACCESS EASEMENT.docx Legal Description TEMPORARY CONSTRUCTION & PEDESTRIAN ACCESS EASEMENT APN: 501-46-854 JOB NO. 18-081 MARCH 29, 2022 A PORTION OF LAND LYING WITHIN SECTION 35, TOWNSHIP 3 NORTH, RANGE 1 WEST, OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY, ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 35, FROM WHICH THE NORTH QUARTER CORNER THEREOF, BEARS SOUTH 89 DEGREES 11 MINUTES 54 SECONDS EAST, 2,631.95 FEET; THENCE ALONG THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 35, SOUTH 89 DEGREES 11 MINUTES 54 SECONDS EAST, 1,002.85 FEET; THENCE LEAVING SAID NORTH LINE, SOUTH 00 DEGREES 48 MINUTES 11 SECONDS WEST, 65.00 FEET TO POINT OF BEGINNING; THENCE SOUTH 89 DEGREES 11 MINUTES 54 SECONDS EAST, 210.71 FEET; THENCE SOUTH 44 DEGREES 35 MINUTES 56 SECONDS EAST, 24.40 FEET; THENCE SOUTH 89 DEGREES 59 MINUTES 59 SECONDS EAST, 65.42 FEET; THENCE SOUTH 00 DEGREES 00 MINUTES 13 SECONDS EAST, 13.00 FEET; THENCE NORTH 89 DEGREES 11 MINUTES 54 SECONDS WEST, 68.29 FEET; THENCE NORTH 44 DEGREES 35 MINUTES 56 SECONDS WEST, 35.92 FEET; THENCE NORTH 89 DEGREES 11 MINUTES 54 SECONDS WEST, 199.82 FEET; THENCE NORTH 00 DEGREES 48 MINUTES 11 SECONDS EAST, 4.00 FEET TO THE POINT OF BEGINNING. SAID PORTION OF LAND CONTAINING 1976 SQUARE FEET, OR 0.0454 ACRES, MORE OR LESS, AND BEING SUBJECT TO ANY EASEMENTS, RESTRICTIONS, AND/OR RIGHTS- OF-WAYS OF RECORD OR OTHERWISE. EPS Group, Inc. 1130 N. Alma School Rd, Suite 120 Mesa, AZ 85201 Tel (480) 503-2250 Fax (480) 503-2258 S:\Projects\2018\18-081\Legal Survey\Legals\18-081 Legal Description PEDESTRAIN ACCESS EASEMENT.docx THIS DESCRIPTION SHOWN HEREON IS NOT TO BE USED TO VIOLATE SUBDIVISION REGULATIONS OF THE STATE, COUNTY AND/OR MUNICIPALITY, OR ANY OTHER LAND DIVISION RESTRICTIONS. NORTH 30 scale 60 feet 0 EXHIBIT 1130 N. Alma School Rd. Ste. 120 Mesa, AZ 85201 T:480.503.2250 | F:480.503.2258 www.epsgroupinc.com TEMPORARY CONSTRUCTION EASEMENT & PEDESTRIAN ACCESS EASEMENT 18-081 OLIVE AVENUE DYSART ROAD APN 501-46-854 MICROSOFT CORPORATION