Prior Deed Reference:

OUITCLAIM DEED, LANDSCAPE EASEMENT AND COVENANTS

THIS INDENTURE WITNESSETH that Thomas L. Harleman and Linda J. Harleman, husband and wife, of Hamilton County, Indiana ("Grantor"), for the sum of Ten Dollars and No/100 Cents ($10.00) and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby QUITCLAIMS to the City of Carmel of Hamilton County, in the State of Indiana ("Grantee"), the following described real estate in Hamilton County, Indiana, subject to the covenants set forth below:

See Exhibit A attached hereto and made a part hereof -
legal description of 12' strip ("Fee Simple Area")

The Grantors hereby also convey and grant to the Grantee an exclusive landscape easement that shall run with the land and is limited to the Grantee's right and obligation to install, repair, replace and maintain certain landscaping as is more fully described below on the following described real estate in Hamilton County, Indiana, as long as the Fee Simple Area is used as a Linear Park/Recreational Trail as that term is defined herein below. This landscape easement shall extinguish on its own terms and revert to the Grantors if Grantee ceases to use the Linear Park/Recreational Trail between 96th Street and 146th Street for a period of at least twelve (12) consecutive months after the Linear Park/Recreational Trail is opened for use by the public between 96th Street and 146th Street or the date on which the Grantee terminates its effort to construct the Linear Park/Recreational Trail.

See Exhibit B attached hereto and made a part hereof -
legal description of 21' strip ("Landscape Easement Area")

A. Grantee's Covenants. As part of the consideration for the Grantors' quitclaim of the Fee Simple Area and conveyance of the Landscape Easement Area, the Grantee covenants that the following enumerated covenants shall run forever with the Fee Simple Area and the Landscape Easement Area.

1. Use. The term "Linear Park/Recreational Trail" shall mean a trail or path that is used for activities including, but not limited to, bicycling, exercising, walking, hiking, roller blading and running. The term Linear Park/Recreational Trail does not include a highway, street, light or heavy rail, bus or other motorized mass transit or transportation system. The use of the Fee Simple Area shall be limited to a Linear Park/Recreational Trail. The Grantee shall have all rights necessary and incidental to construct and maintain, at its expense, a Linear Park/Recreational Trail, which rights include, but are not limited to, clearing vegetation, planting vegetation and landscaping, and paving a portion of the Fee Simple Area for a Linear Park/Recreational Trail.

2. Litigation Claims and Compensation. Grantors retain and shall own all rights which may now or hereafter exist in favor of the owner of the Fee Simple Area and/or Landscape Easement Area (collectively, the "Areas") with respect to pending quiet title claims affecting the Areas and the fiber optic cable or other telecommunications system(s) which is (are) presently installed, or in the future may be installed, below the surface of the Areas. The Grantee will make no claim to any amount arising from or relating to any litigation pending against CSX Transportation, Inc. or American Telegraph and Telephone Company (or their respective successors, affiliates, subsidiaries, and assigns). Notwithstanding the foregoing, relocation of said cables or system(s) and/or authorization of new cable or system(s) and/or the right to authorize the installation of any new or additional cables or system(s) shall take place only with the prior written consent of the Grantors and Grantee.

3. Composition of Linear Park/Recreational Trail. The Grantee will, at its expense, design, construct and maintain in the Fee Simple Area a paved path and buffer outside of the paved path for use as the Linear Park/Recreational Trail.

4. Landscaping Maintenance. The Grantee or its agent will design, install and maintain, at its expense, natural vegetation on the Landscape Easement Area so that, in general, there will be a continuous, year-round barrier of trees, brambles, undergrowth, raspberry-type bushes and/or other similar vegetation running the entire length of the Landscape Easement Area sufficient to dissuade trail users from accessing the Grantors' property. The designing and planning of the landscaping shall be undertaken after consultation with and approval by the Grantors prior to the execution of this document and subsequently at the request of either the Grantors or the Grantee and as approved by the Grantee's landscaping consultant. The landscaping shall be as is described in the document attached hereto as Exhibit C and shall be planted before that segment of the Linear Park/Recreational Trail that includes the Areas is opened for public use. The Grantee may invade the surface of the Landscape Easement Area only as may be reasonably necessary and as is consistent with the scope of the exclusive landscape easement herein granted. The Grantors covenant that they shall have no right to construct improvements, maintain any landscaping or remove any vegetation or improvements in or on the Landscape Easement Area without the Grantee's prior written consent.

5. Grantee's Indemnification of Grantors. The Grantee covenants and agrees to defend, indemnify, and hold harmless the Grantors from and against any and all liability, loss, claim, damage, demand, action, cause of action, suit, judgment, proceeding, cost or expense, including court costs and attorney fees, which at any time after the execution of this document may be brought, alleged or imposed upon the Grantors and that relates to and/or arises out of(a) the use of the Linear Park/Recreational Trail; (b) the maintenance of the Areas; or (c) the Grantee's acts, omissions, negligence or misconduct in the Areas. As used herein, the term "use" includes the actions of persons actively engaged in ingress or egress to the Linear Park/Recreational Trail. Notwithstanding the above, the Grantee's indemnification obligations shall not include any liability, loss, claim, damage, demand, action, cause of action, suit, judgment, proceeding, cost or expense caused or contributed to by: (a) any negligence, gross negligence, or willful misconduct of the Grantors or any of their employees, contractors, agents, invitees or licensees that takes place outside of the Fee Simple Area and/or the Landscape Easement Area; (b) any gross negligence or willful misconduct of the Grantors or any of their employees, contractors, agents, invitees or licensees that takes place in the Fee Simple Area and/or the Landscape Easement Area; or (c) any conduct by the Grantors or any of their employees, contractors, agents, invitees or licensees that constitutes a breach of the Grantors' obligations under Paragraph 4 of this Agreement.

6. Right to Repurchase. The Grantee covenants that if the Grantee ceases to use the Linear Park/Recreational Trail between 96th Street and 1 46th Street for a period of twelve (12) consecutive months after it is opened for public use or if the Grantee terminates its effort to construct the Linear Park/Recreational Trail, the Grantors shall have a right of first refusal to purchase from the Grantee the Fee Simple Area at the price paid by Grantee to Grantor hereunder.

7. Parking. In addition to the parking spaces that the Grantee will make available in and around the City of Carmel's City Hall for users of the Linear Park/Recreational Trail, the Grantee covenants to provide (a) a minimum of twenty-five (25) parking spaces at or near the 96th Street entry onto the Linear Park/Recreational Trail when that entry is opened by the Grantee to the public for use as a Linear Park/Recreational Trail; and (b) a minimum of twenty-five (25) parking spaces at or near the 1 46th Street entry onto the Linear Park/Recreational Trail when that entry is opened by the Grantee to the public for use as a Linear Park/Recreational Trail. The paved entrances to the Grantee's parking spaces located at or near the 96th Street entry onto the Linear Park/Recreational Trail and the Grantee' sparking spaces located at or near the 1 46th Street entry onto the Linear Park/Recreational Trail shall be locked when the Linear Park/Recreational Trail is closed. The Grantee also covenants to perform a formal assessment of the parking needs based on the public's use of the Linear Park/Recreational Trail. After a significant portion of the Linear Park/Recreational Trail (comprising more than 2.5 miles of the Linear Park/Recreational Trail) is made available for the public's use for the period between May 1 and August 31 (the "Initial Peak Period"), the Grantee shall complete within ninety (90) days after such Initial Peak Period its parking needs assessment based on the usage of the Linear Park/Recreational Trail during such Initial Peak Period and shall provide supplemental parking, if needed, in a reasonably expeditious manner. Thereafter, the Grantee shall perform periodic reassessments of the need for additional parking and will provide supplemental parking as needed.

8. Neighborhood Parking Program. Upon receipt of a written request of at least sixty percent (60%) of the residents of a neighborhood who reside within four (4) blocks of a specified segment of the Linear Park/Recreational Trial, the Grantee will make its best efforts to implement a restrictive parking tag or sticker program within the Grantee's jurisdiction to prohibit vehicles without such parking tag or sticker from parking in such neighborhood. For those neighborhoods outside the Grantee's jurisdiction, the Grantee agrees, upon such a showing of interest, to request that the Hamilton County agencies with jurisdiction adopt a comparable parking tag program and to use its reasonable efforts to assist in the enactment and, to the extent of its jurisdiction and authority, enforcement of such parking restrictions in these surrounding neighborhoods.

9. Operation of Linear Park/Recreational Trail. The Grantee covenants that the Linear Park/Recreational Trail will be closed from sunset to sunrise, with the exception of no more than two (2) special events per calendar year that may utilize the entire length of the Linear Park/Recreational Trail during the time period in which the Linear Park/Recreational Trail would otherwise be closed. Any such special events in excess of two (2) per calendar year shall be limited to the area of the Linear Park/Recreational Trail bounded to the North by Main Street and to the South by 116th Street. All special events shall be evaluated annually to determine the impact, if any, on those who reside near the Linear Park/Recreational Trail. All construction on the Linear Park/Recreational Trail shall be performed during normal construction daylight hours. The Fee Simple Area will not now, nor in the future, be used as a highway, street, light or heavy rail, bus or other motorized mass transit or transportation system. The Grantee covenants that it will prohibit, by the passage of an appropriate ordinance or other enforcement measures that the Grantee deems appropriate, on the Linear Park/Recreational Trail: (a) all hunting and firearms (except for law enforcement personnel); and (b) the use of all motorized vehicles including, but not limited to, snowmobiles, motorcycles, off-road vehicles and all-terrain vehicles, with the exception of authorized law enforcement, fire, medical, animal control, maintenance and snow removal vehicles and motorized wheelchairs used by handicapped persons. The Grantee covenants that compliance with this provision will include the installation and maintenance of bollards (security posts) across all public street and parking lot entrances to the Linear Park/Recreational Trail. The Grantee further covenants that it will post at various locations along the Linear Park/Recreational Trail certain rules and/or guidelines concerning the appropriate use of the Linear Park/Recreational Trail and that these rules and/or guidelines will specifically remind users of the Linear Park/Recreational Trail to be considerate of those who reside near the Linear Park/Recreational Trail.

10. Policing of Linear Park/Recreational Trail. The Grantee covenants that the Linear Park/Recreational Trail will be patrolled and its use restrictions enforced at reasonable intervals by trained law enforcement personnel, who may use electrically powered and/or other silently powered vehicles (and, if conditions warrant, other means of transportation including snowmobiles and horses) to do so. As part of this covenant, the Grantee agrees that the Linear Park/Recreational Trail will be patrolled at least two (2) times during the period the Linear Park/Recreational Trail is closed from sunset to sunrise unless an emergency justifies an exception. The Grantee further covenants that it will use its best efforts to obtain, and believes that it shall obtain, an agreement from the Hamilton County Sheriffs Department providing that the Carmel Police Department shall have primary jurisdiction and responsibility to respond to all calls and incidents arising on the Linear Park/Recreational Trail between 96th Street and 146th Street in Hamilton County, and shall use its best efforts to obtain such an agreement within sixty (60) days after the Linear Park/Recreational Trail is opened for use by the public between 96th Street and 146th Street.

11. Access to Linear Park/Recreational Trail. The Grantee covenants that all public access to the Linear Park/Recreational Trail will be on, over or through publicly owned or controlled land, or otherwise with the specific permission of the landowner.

12. No Representations and Warranties of Title. The Grantee specifically acknowledges that the Grantors have not made and do not now make any representations or warranties as to the quality of title conveyed by this Agreement, but rather specifically states that the Grantors are without knowledge as to whether they validly hold any interest in the rights herein transferred and therefore the interests conveyed by this document are necessarily limited.

13. Trash Pickup and Public Restrooms. The Grantee covenants that trash pickup and maintenance will be conducted at its expense and with sufficient frequency so as to ensure that the Linear Park/Recreational Trail remains reasonably free from waste and refuse. The Grantee covenants that no temporary public restrooms will be permitted or installed in or on the Linear Park/Recreational Trail, except as necessary during construction periods to comply with OSHA regulations. Any public restroom facilities for the Linear Park/Recreational Trail will be constructed by the Grantee in permanent structures hooked up to public water and sewer systems and will be located only in designated points away from residential areas such as, but not limited to, the Grantee's City Hall and public parking areas.

14. Liens. The landscape easement granted herein by the Grantors to the Grantee shall be deemed to be prior to any mortgage, deed or trust or other lien against all or any part of the Landscape Easement Area. The Grantors agree that the foreclosure of any such lien or encumbrance against the Landscape Easement Area or any part thereof will in no event affect or impair the rights of the Grantee under this document. The Grantors hereby acknowledge and agree that, as necessary, they shall obtain the consent of any mortgagee(s) of the Areas to this instrument.

15. Enforcement. Each party shall have the right to enforce the terms of this Agreement in accordance with all remedies available both at law and in equity.

16. Maintenance and Repair. Grantee shall maintain the Areas and the improvements located thereon in good condition and repair, at Grantee's sole cost and expense. Notwithstanding the above, Grantors shall be responsible for reimbursing Grantee for the cost of such maintenance and/or repair in the event that such maintenance and/or repair becomes necessary due to: (a) any negligence, gross negligence, or willful misconduct of the Grantors or any of their employees, contractors, agents, invitees or licensees that takes place outside of the Fee Simple Area and/or the Landscape Easement Area; (b) any gross negligence or willful misconduct of the Grantors or any of their employees, contractors, agents, invitees or licensees that takes place in the Fee Simple Area and/or the Landscape Easement Area; or (c) any conduct by the Grantors or any of their employees, contractors, agents, invitees or licensees that constitutes a breach of the Grantors' obligations under Paragraph 4 of this Agreement.

17. Modification. This Agreement may only be modified by a written instrument signed by all of the then current owners of the Landscape Easement Area and the Grantee.

18. Successors and Assigns. This Agreement and the terms and conditions herein shall be binding upon and inure to the benefit of Grantors and Grantee and their respective successors and assigns. In addition, this Agreement shall be binding upon and shall run with the land and for the benefit of the Grantors and Grantee.

19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.

20. Severability. If any part, term or provision of this Agreement should be found to be invalid or unenforceable by any applicable law or court of applicable jurisdiction, that part, term or provision shall be replaced by a provision which comes as close as possible to the intended result of the invalid provision, and the economic purpose thereof, and which is valid and enforceable. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision of this Agreement.

21. Negotiated Agreement and Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either party.

22. Notice. In the event there is an alleged material violation of the terms and conditions set forth in this Agreement, the non-violating party shall notify the violating party of the alleged violation in writing via certified mail, return receipt requested. The violating party shall have thirty (30) days from the date of receipt of such written notice to cure or remedy the alleged violation. Notice of an alleged violation shall be forwarded to the Grantors at the following address: 11080 Willowmere Dr, Indianapolis, Indiana 46280. Notice of an alleged violation shall be forwarded to the Grantee at the following address: Attorney for City of Carmel, One Civic Square, Carmel, Indiana 46032. In the event the violating party (a) fails to cure or remedy the alleged material violation within thirty (30) days from the date of receipt of such written notice, and (b) the alleged violation constitutes a material violation of this Agreement (as determined by the finder of fact), and (c) the non-violating party employs attorneys to enforce the terms and conditions set forth in the Agreement, then, in such case, the violating party shall reimburse the non-violating party for all reasonable attorneys' fees, costs, and related expenses incurred in enforcing the terms and conditions set forth in the Agreement.

IN WITNESS WHEREOF, the Grantor and the Grantee have agreed upon and entered into the terms and conditions set forth in this document this 13th day of July, 2000.