EASEMENT

                        KNOW ALL MEN BY THESE PRESENTS, that the undersigned,                                                             ,                                                            and                                                      (collectively the "Grantors"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant to                                                        , an                                           ("Grantee") and to its successors and assigns, a non-exclusive right-of-way easement for an underground water line under the following described real property located in                               County, Arizona, and legally described as follows:

See Exhibit "A" attached hereto and incorporated herein by this reference

and the right to construct, use, maintain, repair and replace an underground fresh water pipeline.

                        Grantee agrees to permit no liens or encumbrances to attach to or remain upon the property described above as a result of its construction, maintenance, operation or use of the easement granted herein and agrees to indemnify Grantors and hold them harmless from any such liens or encumbrances.  Grantee agrees to indemnify and hold Grantors harmless from any and all liabilities or damages of any kind or character, whether to persons or property, arising out of or caused by the construction, maintenance, operation or use of the easement granted herein.

                        DATED this  day of                     , _____.

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