DC2 (E) Hotel Macdonald Agreement C170d Schedule E

The Land Titles Act

Pedway Entrance Easement

(hereinafter called the

”r;Grantor”) being the registered owner of an estate in fee simple, subject however to such encumbrances, liens and interests as are notified by memorandum underwritten, in all that certain tract of land situate in the Province of Alberta and being:

Plan

Block

Lot

Excepting Thereout All Mines and Minerals.

(hereinafter called the "Servient Tenement");

DOES HEREBY in consideration of the sum of one ($1.00) Dollar now paid by THE CITY OF EDMONTON (hereinafter called the "Grantee"), the receipt and sufficiency of which is hereby acknowledged by the Grantor, and in consideration of the covenants and conditions herein contained, grant and transfer unto the Grantee a right-of-way and easement (hereinafter called the "Right-of-Way") in common with the Grantor and all others with a like right, in, along, under through and upon that portion of the Servient Tenement described in Schedule "A" attached hereto and forming part hereof (hereinafter described as the "Right-of-Way Lands") for the purpose only of passage and repassage at and below grade of members of public, in order to gain ingress to and egress from the Pedway described in the Agreement between the Grantee, Grantor and Nu-West Group Limited, on the _____ day of _____________, 1983, to the lands standing in the Register in the name of the Grantee and being legally described as:

Lot

Block

Plan

Excepting Thereout All Mines and Minerals.

(Hereinafter Called The "Dominant Tenement").

On the following terms and conditions:

1.       THE GRANTOR agrees that it will not impose any charge or fee upon the persons using the Right-of-Way Lands in accordance with the terms of this Right-of-Way.

2.       THE GRANTEE shall not cause nor shall allow to be caused any nuisance to emanate from the Dominant Tenement on to the Servient Tenement and hereby indemnifies and saves harmless the Grantor, its successors, assigns and representatives from any damages, loss, actions, demands and lawsuits resulting therefrom; provided however that this clause shall not be construed as restricting any right which by law either party has against the other for the tortious conduct of that other, its tenants, invitees or licensees.

3.       THE GRANTOR shall be responsible for any non-accessibility to the Dominant Tenement from the Servient Tenement howsoever caused, and in the event of any construction or repairs within the Right-of-Way Lands to any part of the access route as aforesaid, the Grantor shall give reasonable notice to the Grantee of such non-accessibility and shall restore the access to the Dominant Tenement after completion of construction from time to time on the Servient Tenement and shall during the tine of such interruption, provide alternate access.

4.       THE GRANTEE acknowledges the Right-of-Way is not exclusive and that the Grantor will together with others use the Right-of-Way Lands for purposes of access to other portions of the Servient Tenement.

5.       THE GRANTOR and the Grantee agree that this Right-of-Way and all covenants contained herein are and shall be grants and covenants running with the lands comprising the Dominant and Servient Tenements herein.

6.       Except as otherwise herein expressly provided; the Grantor shall maintain the Right-of-Way Lands in a good and reasonable state of repair suitable for passage of pedestrians as herein contemplated and in a clean and tidy condition.

7.       The Grantee and members of the public shall have access through the Right-of-Way Lands during all hours the City LRT is in operation and the Grantee, its agents, employees and independent contractors shall have 24 hour daily access to the said pedway for the purposes of making repairs to or reconstructing the LRT Station or System.

8.       THE GRANTEE agrees to indemnify and save harmless the Grantor from and against any and all loss, delays, costs, actions, demands, law suits and damages that the Grantor may suffer in connection with, by reason of or as a result of any act, neglect or default on the part of the Grantee or any of its tenants, agents, servants, employees, workmen, invitees or licensees or any person claiming through the Grantee and exercising or purporting to exercise the grant of Right-of-Way herein.

9.       THIS GRANT of easement shall enure to the benefit of and be binding upon the parties hereto and their respective successors, assigns and all persons claiming under or through them.

IN WITNESS WHEREOF both the Grantor and Grantee have hereunto affixed their respective corporate seals duly attested to by their proper officers duly authorized in that behalf all on the __________ day of _________, 198_ .