Common use of Grant of Easement Clause in Contracts

Grant of Easement. a. The Transferor, on behalf of itself, its successors and assigns, hereby grants an easement, in favor of the Transferee and its successors, assigns, agents, and invitees, a non-exclusive right of way in perpetuity over, on, upon, along and across the Servient Tenement, in common with the Transferor and its successors, assigns, agents, and invitees, for ingress and egress on foot, bicycle and/or with plants, materials, vehicles, machinery and equipment, as may be reasonably required in accordance with this Agreement (the “Right of Way”). b. The Transferor and Transferee mutually agree not to construct, install, erect, affix or permit to be constructed, installed, erected or affixed any building, structure, fence, wall, barrier, fixture or other material obstruction whatsoever in or on, the Servient Tenement, including between the Servient Tenement and Conservation Boulevard, Lake Drive, and/or Scratch Lane or make any change whatsoever to same, that would prevent the use and enjoyment of this Right of Way. c. The Transferor acknowledges and agrees that the Transferee shall have the right, at the Transferee’s sole cost and expense, to construct a trail over, across and through the portion of the Right of Way, as more particularly identified with diagonal markings on the sketch attached hereto as Schedule “B” (the “Trail”). The method of construction, reconstruction, maintenance, alteration or removal of the Trail over, across or through the Right of Way, including but not limited to size, material and grading, shall be subject to the sole discretion of the Director of Municipal Services of the Town of Kingsville. Any work completed with respect to the Trail shall be completed in a good and workmanlike manner, in accordance with industry standard and all applicable laws and building codes of Ontario. d. The Transferor hereby agrees to maintain and keep in good condition and repair the Servient Tenement, including but not limited to landscaping, salt/snow removal, and keeping the Servient Tenement generally clean and free from debris in accordance with all municipal property standards by-laws as may be in force from time to time. Notwithstanding the foregoing, upon completion of construction, the Transferee agrees to maintain and repair the Trail, including but not limited to landscaping, salt/snow removal, and keeping the Trail generally clean and free from debris in accordance with all municipal property standards by- laws as may be in force from time to time. e. The Transferor shall not incur any liability to the Transferee or anyone claiming through or on behalf of Transferee in relation to the construction and/or use of the Trail by the Transferee or its respective agents, contractors, invitees or anyone claiming through them. With the exclusion of the Trail, the Transferee shall not incur any liability to the Transferor or anyone claiming through the Transferor, or on behalf of the Transferor in relation to the Servient Tenement by the Transferor or its respective agents, contractors, invitees or anyone claiming through them. f. The Transferee hereby releases, indemnifies and saves harmless the Transferor, its directors and officers, employees and agents from and against any and all liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses suffered or incurred by the Transferee, or anyone claiming through or on behalf of Transferee, and its agents, contractors, invitees arising from the construction, use and maintenance of the Trail, except such liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses occasioned by the intentional misconduct or omissions of the Transferor, its employees, agents, invitees, or suppliers. g. The Transferee agrees to maintain a policy of general liability insurance covering its use of the Trail and Servient Tenement for an amount not less than $2,000,000.00 dollars as of the date hereof, which limit may be increased from time to time as is reasonable given the passage of time, naming the Transferor as an additional insured. The Transferee further agrees to indemnify and save the Transferor harmless from any claims, damages, liability whatsoever in connection with the use of the Trail by the Transferor, its agents, and invitees.

Grant of Easement. a. The TransferorGrantor hereby grants to Grantee an easement (the “Easement”) from the Lofts Parcel over and under those portions of HIP Parcel (the “Easement Area”) as more particularly described in Exhibit “A” attached hereto and made a part hereof for the construction and use of the Water Improvements for the purpose of maintenance, repair, replacement and reconstruction of the Water Improvements, on behalf the following terms and conditions: a. This permanent easement is for purposes of itselfinstalling, re-installing, maintaining operating, repairing, and replacing water line, pipes, connections, and related improvements (“the Water Improvements”), including the right to construct, maintain, repair, reconstruct, and inspect such improvements therein, together with the right of access across, under, to, and through, and to the extent necessary for Grantee to install, repair, maintain, and replace Grantee’s Water Improvements, over the Easement Area at all reasonable times, with advance notice to Grantor except in the case of an emergency, the purpose of maintaining, repairing, inspecting, or replacing the same, along with the right of access across the land of Grantor for the full and complete use, occupation, and enjoyment of the easement hereby granted, and all rights and privileges incidental thereto including the right to excavate, granted in the Easement Area at all times for purposes of construction, maintenance, repair, and replacement. b. Grantee, in connection with the exercise of any of its rights under this Agreement, shall notify Grantor prior to the commencement of any work requiring disturbance of the ground surface (except in the case of emergencies in which case no advance notice is required) and shall promptly restore the Easement Area as nearly as possible to its condition as existed immediately prior to any such work, including replacing any landscaping, repaving and restriping of paved surfaces, to the extent reasonably practicable. To the extent that the exercise of such rights is in the area of one or more other easements conveyed by Grantor to others, including, without limitation, the Greenway Easement to be conveyed to the City of Beacon, the work shall minimize disturbance to such area where practical, and, to the extent that disturbance of such other easement is required, the restoration of the Easement Area shall include restoration of the other easements as nearly as possible to its condition as existed immediately prior to the work. c. Grantor and ▇▇▇▇▇▇▇ agree and acknowledge that at all times the ownership of the Water Improvements shall belong to Grantee. d. Grantee is fully responsible for all maintenance and repairs and the proper functioning of the Water Improvements at its sole cost and expense. e. Notwithstanding the above, Grantor, its successors and assigns, hereby grants an easementis entitled to utilize the Easement Area in a manner which does not interfere with ▇▇▇▇▇▇▇’s easement rights, in favor and subject to obtaining any required permits from the City of the Transferee Beacon or other regulatory agencies. However, Grantor, its successor and its successors, assigns, agents, is hereby prohibited from blocking or obstructing the Easement Area above or below grade and invitees, a non-exclusive right from planting trees or substantial shrubs within the easement area and from constructing or maintaining any type of way in perpetuity over, on, upon, along and across the Servient Tenement, in common with the Transferor and its successors, assigns, agents, and invitees, for ingress and egress on foot, bicycle and/or with plants, materials, vehicles, machinery and equipment, as may be reasonably required in accordance with this Agreement (the “Right of Way”). b. The Transferor and Transferee mutually agree not to construct, install, erect, affix permanent or permit to be constructed, installed, erected or affixed any building, structure, fence, wall, barrier, fixture or other material obstruction whatsoever in or on, the Servient Tenement, including between the Servient Tenement and Conservation Boulevard, Lake Drive, and/or Scratch Lane or make any change whatsoever to same, that would prevent the use and enjoyment of this Right of Way. c. The Transferor acknowledges and agrees that the Transferee shall have the right, at the Transferee’s sole cost and expense, to construct a trail over, across and through the portion of the Right of Way, as more particularly identified with diagonal markings on the sketch attached hereto as Schedule “B” (the “Trail”). The method of construction, reconstruction, maintenance, alteration or removal of the Trail over, across or through the Right of Waytemporary structures, including but not limited to sizeto, material underground pipes and gradingconduits in, shall on, under or over the Easement Area without written permission of Grantee, except that a lawn, small shrubs, plants and flowers can be planted and a public Greenway Trail can be constructed, and asphalt or macadam pavement may be installed thereupon with the understanding that such improvements will be subject to the sole discretion exercise of the Director of Municipal Services of the Town of Kingsville. Any work completed with respect Grantee’s rights relating to the Trail shall be completed in a good and workmanlike mannerwater line easement, in accordance with industry standard and all applicable laws and building codes of Ontario. d. The Transferor hereby agrees to maintain and keep in good condition and repair the Servient Tenement, including but not limited to landscaping, salt/snow removal, and keeping the Servient Tenement generally clean and free from debris in accordance with all municipal property standards by-laws as which may be in force from time to time. Notwithstanding the foregoing, upon completion of construction, the Transferee agrees to maintain and repair the Trail, including but not limited to landscaping, salt/snow removal, and keeping the Trail generally clean and free from debris in accordance with all municipal property standards by- laws as may be in force temporarily disturb such improvements from time to time. e. The Transferor shall not incur any liability to the Transferee or anyone claiming through or on behalf of Transferee in relation to the construction and/or use of the Trail by the Transferee or its respective agents, contractors, invitees or anyone claiming through them. With the exclusion of the Trail, the Transferee shall not incur any liability to the Transferor or anyone claiming through the Transferor, or on behalf of the Transferor in relation to the Servient Tenement by the Transferor or its respective agents, contractors, invitees or anyone claiming through them. f. The Transferee hereby releases, indemnifies and saves harmless the Transferor, its directors and officers, employees and agents from and against any and all liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses suffered or incurred by the Transferee, or anyone claiming through or on behalf of Transferee, and its agents, contractors, invitees arising from the construction, use and maintenance of the Trail, except such liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses occasioned by the intentional misconduct or omissions of the Transferor, its employees, agents, invitees, or suppliers. g. The Transferee agrees to maintain a policy of general liability insurance covering its use of the Trail and Servient Tenement for an amount not less than $2,000,000.00 dollars as of the date hereof, which limit may be increased from time to time as is reasonable given the passage of time, naming the Transferor as an additional insured. The Transferee further agrees to indemnify and save the Transferor harmless from any claims, damages, liability whatsoever in connection with the use of the Trail by the Transferor, its agents, and invitees.

Grant of Easement. a. The Transferor, on behalf of itself, its successors and assigns, Owyhee hereby grants an easementto the City a nonexclusive easement and right-of-way over, under, on, and in favor that portion of the Transferee Owyhee Property approximately depicted on Exhibit C (the “Sewer Easement Area”), so that the City and its successorsrepresentatives, assignsemployees, agents, and inviteescontractors may locate, establish, construct, access, use, operate, maintain, repair, and replace a nonsewer line and related sub-exclusive right surface equipment and facilities (collectively, the “Sewer Line”) serving the City Property and connecting the City Property to that certain lift station located in the northwest corner of the Owyhee Property (the “Sewer Easement”). The Sewer Easement shall be twenty (20) feet wide or of such other dimensions as is reasonably necessary for the City to locate, establish, construct, access, use, operate, maintain, repair, and replace the Sewer Line. b. Owyhee hereby grants to the City a temporary, 20-foot-wide, nonexclusive easement and right-of-way in perpetuity on, over, onthrough, upon, along and across that portion of the Servient TenementOwyhee Property generally depicted on Exhibit C (the “Access Easement Area” and, in common together with the Transferor and its successorsSewer Easement Area, assigns, agents, and inviteesthe “Easement Areas”), for the purpose of vehicular ingress and egress to and from the City Property for agricultural and emergency purposes on foot, bicycle and/or with plants, materials, vehicles, machinery and equipment, as may be reasonably required in accordance with this Agreement the City Property (the “Right of WayAccess Easement” and, together with the Sewer Easement, the ”Easements”). b. The Transferor and Transferee mutually agree not to construct, install, erect, affix or permit to be constructed, installed, erected or affixed any building, structure, fence, wall, barrier, fixture or other material obstruction whatsoever in or onc. In furtherance of the foregoing permitted use, the Servient Tenement, including between the Servient Tenement and Conservation Boulevard, Lake Drive, and/or Scratch Lane or make any change whatsoever to same, that would prevent the use and enjoyment of this Right of Way. c. The Transferor acknowledges and agrees that the Transferee City shall have the rightright to (i) enter upon the Easement Areas to conduct activities permitted by the Easements, at and (ii) to trim or remove bushes, trees, undergrowth, and other obstructions located in the TransfereeEasement Areas, but only to the extent necessary to exercise the City’s sole cost rights hereunder, provided, however, the City will use reasonable efforts to limit damage to mature trees and expenseother major landscaping in and around the Easement Areas. Upon commencement of maintenance, to construct a trail overrepair, across and through or construction activities in the portion Easement Areas, the City will diligently perform the activities until completion thereof. Upon completion of the Right of Wayactivities, as more particularly identified with diagonal markings on the sketch attached hereto as Schedule “B” (the “Trail”). The method of construction, reconstruction, maintenance, alteration or removal of the Trail over, across or through the Right of Way, including but not limited to size, material and grading, shall be subject City will diligently restore any damage to the sole discretion affected areas such that they are substantially returned to their prior condition (including the repair and replacement of the Director of Municipal Services of the Town of Kingsville. Any work completed with respect to the Trail shall be completed in a good and workmanlike manner, in accordance with industry standard and all applicable laws and building codes of Ontario. d. The Transferor hereby agrees to maintain and keep in good condition and repair the Servient Tenement, including but not limited to ordinary landscaping, salt/snow removalpaving, irrigation sprinklers, and keeping similar features in the Servient Tenement generally clean and free from debris in accordance with all municipal property standards by-laws as may be in force from time to time. Notwithstanding the foregoing, upon completion of construction, the Transferee agrees to maintain and repair the Trail, including but not limited to landscaping, salt/snow removal, and keeping the Trail generally clean and free from debris in accordance with all municipal property standards by- laws as may be in force from time to timeEasement Areas). e. The Transferor shall not incur any liability to the Transferee or anyone claiming through or on behalf of Transferee in relation to the construction and/or use of the Trail by the Transferee or its respective agents, contractors, invitees or anyone claiming through them. With the exclusion of the Trail, the Transferee shall not incur any liability to the Transferor or anyone claiming through the Transferor, or on behalf of the Transferor in relation to the Servient Tenement by the Transferor or its respective agents, contractors, invitees or anyone claiming through them. f. The Transferee hereby releases, indemnifies and saves harmless the Transferor, its directors and officers, employees and agents from and against any and all liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses suffered or incurred by the Transferee, or anyone claiming through or on behalf of Transferee, and its agents, contractors, invitees arising from the construction, use and maintenance of the Trail, except such liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses occasioned by the intentional misconduct or omissions of the Transferor, its employees, agents, invitees, or suppliers. g. The Transferee agrees to maintain a policy of general liability insurance covering its use of the Trail and Servient Tenement for an amount not less than $2,000,000.00 dollars as of the date hereof, which limit may be increased from time to time as is reasonable given the passage of time, naming the Transferor as an additional insured. The Transferee further agrees to indemnify and save the Transferor harmless from any claims, damages, liability whatsoever in connection with the use of the Trail by the Transferor, its agents, and invitees.

Grant of Easement. a. The TransferorFor the sum of TEN AND NO/100 DOLLARS and other good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge as paid on behalf of itselfor about the Effective Date along with the purchase price pursuant to the settlement statement executed contemporaneously with this Agreement (“Purchase Price”), Grantor grants and conveys unto Grantee, its successors and assigns, hereby grants an easementexclusive easement (subject to the Telecom Tenant Lease) for the Permitted Use defined herein, in favor of the Transferee and its successors, assigns, agents, and invitees, together with a non-exclusive right of way in perpetuity over, on, upon, along and across the Servient Tenement, in common with the Transferor and its successors, assigns, agents, and invitees, access easement for ingress and egress on footto and from the exclusive easement, bicycle and/or with plantsseven days per week, materials, vehicles, machinery twenty-four hours per day and equipment, as may be reasonably required in accordance with this Agreement (the “Right of Way”). b. The Transferor and Transferee mutually agree not a non-exclusive utility easement to construct, install, erectreplace and maintain utilities servicing the exclusive easement, affix or permit to be constructedincluding, installed, erected or affixed any building, structure, fence, wall, barrier, fixture or other material obstruction whatsoever in or on, the Servient Tenement, including between the Servient Tenement and Conservation Boulevard, Lake Drive, and/or Scratch Lane or make any change whatsoever to same, that would prevent the use and enjoyment of this Right of Way. c. The Transferor acknowledges and agrees that the Transferee shall have the right, at the Transferee’s sole cost and expense, to construct a trail over, across and through the portion of the Right of Way, as more particularly identified with diagonal markings on the sketch attached hereto as Schedule “B” (the “Trail”). The method of construction, reconstruction, maintenance, alteration or removal of the Trail over, across or through the Right of Way, including but not limited to sizethe installation of power and telephone service cable, material wires, switches, boxes and gradingthe like as may be required by the Permitted Use (collectively “Easement” as further described in Exhibit C). Grantor shall permit Grantee, shall be subject to the sole discretion Easement Tenant(s) (as hereinafter defined). and any of their affiliates, customers, tenants, subtenants, lessees, sublessees, licensees, successors and/or assigns together with any of the Director of Municipal Services employees, contractors, consultants, and or agents of the Town foregoing to use the Easement for the installation, construction, operation, maintenance, repair, modification, relocation, replacement and removal of Kingsville. Any work completed with respect to improvements and equipment (“Equipment”) for the Trail shall be completed in a good facilitation of telecommunications uses, communications uses and workmanlike mannerother related uses, in accordance with industry standard and all applicable laws and building codes of Ontario. d. The Transferor hereby agrees to maintain and keep in good condition and repair the Servient Tenementincluding, including but not limited to, any uses permitted by the Telecom Tenant Lease (“Permitted Use”). Grantor represents that there is no pending or threatened action that would adversely affect Grantor’s ability to landscaping, salt/snow removal, enter into this Agreement or grant the Easement and keeping that entering into this Agreement will not violate or conflict with any provision of Grantor’s organizational documents (if Grantor is an organization) or conflict with the Servient Tenement generally clean provisions of any agreement to which Grantor is a party. Grantor further represents and free from debris in accordance with all municipal property standards by-laws as may be in force from time to time. Notwithstanding the foregoing, upon completion of construction, the Transferee agrees to maintain warrants that Grantee shall have peaceful and repair the Trail, including but not limited to landscaping, salt/snow removal, quiet possession and keeping the Trail generally clean and free from debris in accordance with all municipal property standards by- laws as may be in force from time to time. e. The Transferor shall not incur any liability to the Transferee or anyone claiming through or on behalf of Transferee in relation to the construction and/or use enjoyment of the Trail by Easement during the Transferee term of this Agreement without any disturbance of ▇▇▇▇▇▇▇’s possession or its respective agents, contractors, invitees or anyone claiming through them. With the exclusion of the Trail, the Transferee shall not incur any liability to the Transferor or anyone claiming through the Transferor, or on behalf of the Transferor in relation to the Servient Tenement by the Transferor or its respective agents, contractors, invitees or anyone claiming through themPermitted Use hereunder. f. The Transferee hereby releases, indemnifies and saves harmless the Transferor, its directors and officers, employees and agents from and against any and all liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses suffered or incurred by the Transferee, or anyone claiming through or on behalf of Transferee, and its agents, contractors, invitees arising from the construction, use and maintenance of the Trail, except such liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses occasioned by the intentional misconduct or omissions of the Transferor, its employees, agents, invitees, or suppliers. g. The Transferee agrees to maintain a policy of general liability insurance covering its use of the Trail and Servient Tenement for an amount not less than $2,000,000.00 dollars as of the date hereof, which limit may be increased from time to time as is reasonable given the passage of time, naming the Transferor as an additional insured. The Transferee further agrees to indemnify and save the Transferor harmless from any claims, damages, liability whatsoever in connection with the use of the Trail by the Transferor, its agents, and invitees.

Grant of Easement. a. The Transferor, on behalf of itself, its successors and assigns, hereby grants an easement, in favor of the Transferee and its successors, assigns, agents, and invitees, a non-exclusive right of way in perpetuity over, on, upon, along and across the Servient Tenement, in common with the Transferor and its successors, assigns, agents, and invitees, for ingress and egress on foot, bicycle and/or with plants, materials, vehicles, machinery and equipment, as may be reasonably required in accordance with this Agreement (the “Right of Way”). b. The Transferor and Transferee mutually agree not to construct, install, erect, affix or permit to be constructed, installed, erected or affixed any building, structure, fence, wall, barrier, fixture or other material obstruction whatsoever in or on, the Servient Tenement, including between the Servient Tenement and Conservation Boulevard, Lake Drive, and/or Scratch Lane or make any change whatsoever to same, that would prevent the use and enjoyment of this Right of Way. c. The Transferor acknowledges and agrees that the Transferee shall have the right, at the Transferee’s sole cost and expense, to construct a trail over, across and through the portion of the Right of Way, as more particularly identified with diagonal markings on the sketch attached hereto as Schedule “B” (the “Trail”). The method of construction, reconstruction, maintenance, alteration or removal of the Trail over, across or through the Right of Way, including but not limited to size, material and grading, shall be subject to the sole discretion of the Director of Municipal Services of the Town of Kingsville. Any work completed with respect to the Trail shall be completed in a good and workmanlike manner, in accordance with industry standard and all applicable laws and building codes of Ontario. The Transferee agrees that in the event that construction of the Trail over the easement area connecting Conservation Drive to Lake Drive is not completed within two (2) years from the date hereof then the Transferee shall execute a release of this said easement and have such release registered on title to the d. The Transferee acknowledges that the Servient Tenement is governed by the terms and conditions of Permit Number AY-C-008-17 (the “Permit”), issued pursuant to the Endangered Species Act, 2007, a copy of which is attached hereto as Schedule “C”. The Transferee agrees, prior to entering the Servient Tenement to commence construction activities, to retain the services of a qualified Biologist and preferably a Biologic Incorporated, to perform the obligations contained in the said Permit, including providing education and training, supervising and preparing required written reports to the Ministry of the Environment, Conservation and Parks all at the Transferee’s expense. The Transferee shall, at all times, conduct its activities on the Servient Tenement in a manner consistent with the provisions of the said Permit. d. e. The Transferee acknowledges that the Transferor’s future development plan will require a right-of-way connection to Lake Drive over a portion of the easement area. The Transferee agrees that it will not oppose any such right-of-way construction and connection to Lake Drive. f. The Transferor hereby agrees to maintain and keep in good condition and repair the Servient Tenement, including but not limited to landscaping, salt/snow removal, and keeping the Servient Tenement generally clean and free from debris in accordance with all municipal property standards by-laws as may be in force from time to time. Notwithstanding the foregoing, upon completion of construction, the Transferee agrees to maintain and repair the Trail, including but not limited to landscaping, salt/snow removal, and keeping the Trail generally clean and free from debris in accordance with all municipal property standards by- laws as may be in force from time to time. e. The Transferor shall not incur any liability to the Transferee or anyone claiming through or on behalf of Transferee in relation to the construction and/or use of the Trail by the Transferee or its respective agents, contractors, invitees or anyone claiming through them. With the exclusion of the Trail, the Transferee shall not incur any liability to the Transferor or anyone claiming through the Transferor, or on behalf of the Transferor in relation to the Servient Tenement by the Transferor or its respective agents, contractors, invitees or anyone claiming through them. f. The Transferee hereby releases, indemnifies and saves harmless the Transferor, its directors and officers, employees and agents from and against any and all liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses suffered or incurred by the Transferee, or anyone claiming through or on behalf of Transferee, and its agents, contractors, invitees arising from the construction, use and maintenance of the Trail, except such liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses occasioned by the intentional misconduct or omissions of the Transferor, its employees, agents, invitees, or suppliers. g. The Transferee agrees to maintain a policy of general liability insurance covering its use of the Trail and Servient Tenement for an amount not less than $2,000,000.00 dollars as of the date hereof, which limit may be increased from time to time as is reasonable given the passage of time, naming the Transferor as an additional insured. The Transferee further agrees to indemnify and save the Transferor harmless from any claims, damages, liability whatsoever in connection with the use of the Trail by the Transferor, its agents, and invitees.

Grant of Easement. a. The TransferorTown hereby grants to Owner, on behalf and Owner accepts from the Town, a perpetual easement to install, maintain, repair, replace and operate the Crossover Improvements through, over, and under the Crossover Easement Area and the utilization of itselfthe Crossover Improvements by Owner, its successors and assignsguests, hereby grants an easementtenants, in favor of the Transferee and its successors, assigns, agents, and invitees, a non-exclusive right of way in perpetuity overcontractors, on, upon, along employees and across the Servient Tenement, in common with the Transferor and its successors, assigns, agents, and invitees, for ingress and egress on foot, bicycle and/or with plants, materials, vehicles, machinery and equipment, as may be reasonably required in accordance with this Agreement agents (the collectively “Right of WayCrossover Easement”)., subject to the following terms and restrictions: b. The Transferor and Transferee mutually agree not to construct, install, erect, affix or permit to be constructed, installed, erected or affixed any building, structure, fence, wall, barrier, fixture or other material obstruction whatsoever in or on, the Servient Tenement, including between the Servient Tenement and Conservation Boulevard, Lake Drive, and/or Scratch Lane or make any change whatsoever to same, that would prevent the use and enjoyment of this Right of Way. c. The Transferor acknowledges and agrees that the Transferee shall have the right, at the Transferee’s sole cost and expense, to construct a trail over, across and through the portion of the Right of Way, as more particularly identified with diagonal markings on the sketch attached hereto as Schedule “B” (the “Trail”). The method a) All work of construction, reconstructioninstallation, maintenance, alteration or removal of repair, replacement, restoration and clean-up related to the Trail over, across or through the Right of Way, including but not limited to size, material and grading, Crossover Improvements (“Crossover Work”) shall be subject to the sole discretion of the Director of Municipal Services of the Town of Kingsville. Any work completed with respect to the Trail shall be completed done in a good and workmanlike manner, in accordance consistent with industry standard the Approved Site Plan and all Approved Plans and to the reasonable satisfaction of the Town Administrator or other Town official designated by the Town Administrator (as applicable laws “Town Official”), and building codes of Ontarioother relevant Town or governmental departments providing appropriate regulatory approvals and oversight with respect to the Crossover Improvements. d. (b) The Transferor hereby granting of the Crossover Easement shall not in any way waive any building or construction ordinances, fees, or requirements of Town. (c) Owner specifically agrees that it will use the Crossover Improvements pursuant to maintain and keep in good condition and repair this Easement only for lawful purposes, including, without limitation, permitting pedestrian traffic within the Servient TenementCrossover Structure. All repairs, including but replacements and/or maintenance within the Crossover Easement Area shall be subject to the approval of the Town Engineer or the Town Building Official, such approval not limited to landscapingbe unreasonably withheld, salt/snow removal, and keeping the Servient Tenement generally clean and free from debris in accordance with all municipal property standards by-laws as may be in force from time to timedelayed or conditioned. Notwithstanding the foregoing, upon Owner shall have sole responsibility for obtaining all regulatory approvals, and permits required to perform the Crossover Work. (d) Owner shall be responsible for repairing any damage resulting from the Crossover Work to the improvements within the Right-of-Way, such as paved areas, crosswalks and landscaping, which are intended to remain in place following the completion of constructionthe Crossover Improvements or replacing such improvements when necessary so that the Crossover Work shall be restored or repaired to a condition equal to or better than that existing prior to commencement or installation of the Crossover Work at Owner’s sole expense (except to the extent damages arise from an act or omission by Town of its agents, employees or contractors, in which case Town shall be responsible for repairing such damage). This shall include, but not be limited to, any subsurface features such as water service lines, utility access lines, utility access covers, water meter boxes, water isolation valve stems, and sanitary sewer cleanouts, that may deteriorate as a result of removing asphalt, base materials, compaction, paving operations and other similar work. Owner shall be responsible for verifying all underground utilities prior to digging in any area. Owner shall notify all necessary utility companies, not less than forty-eight (48) hours prior to commencement of digging for verification of all underground utilities, irrigation and any other obstructions and coordinate prior to installing the Crossover improvements. (e) Any new structures associated with the Crossover Improvements installed by Owner in or over the Right-of-Way will be maintained by Owner and its successors and assigns. The Town Engineer shall approve all material repairs, replacements or maintenance within the Right-of-Way (such approval not to be unreasonably withheld, delayed or conditioned) to be performed by Owner. (f) During mobilization and in connection with construction of the Crossover Improvements and to the extent reasonably necessary in connection with repair of the Crossover Improvements (during periods of such repair as reasonably approved by the Town), the Transferee Parties agree that SW 42nd Street will need to be closed to permit mobilization and construction of the Crossover Improvements from the commencement of such mobilization through obtaining a certificate of occupancy (or similar permit) with respect to the development, including the Crossover Improvements and during such reasonable periods of time in connection with repairs of the Crossover Improvements (as reasonably approved by the Town). In connection with such road closure, Owner agrees that within a reasonable period of time after such closure of SW 42nd Street, as requested by Owner, Owner shall promptly commence and proceed with commercially reasonable diligence to complete such portion of the Crossover Work to a condition which would enable the reopening of SW 42nd Street, which time to perform such work is expected to be [eighteen (18) months] from the time of such closure of SW 42nd Street, subject to extension due to Force Majeure Events (as hereinafter defined). (g) Except where necessary during construction or repair, public access to the Right-of-Way sidewalks and roadway will not be materially impaired or impeded. The Town or any of its agents, shall, following not less than one (1) business day prior written notice, have the right to enter the Crossover Easement Area at any time for the purpose of inspecting the improvements. The Town shall be responsible for the restoration of the Crossover Improvements in the event such improvements are damaged by the Town of its agents, employees or contractors in the course of inspecting, repairing or gaining access to its utilities or otherwise exercising its rights hereunder. (h) A minimum clearance of 14 feet, 6 inches from the surface of SW 42nd Street will be provided to the bottom of the Crossover Structure within the Right-of- Way. Once the exact location of the Crossover Access Improvements and the Crossover Easement Area is determined, the Parties shall enter into an amendment to this Agreement setting forth the legal description of the Easement Area. (i) Additionally, the Town agrees to maintain grant to Florida Power & Light Company and repair other utility companies utility easements within the TrailRight-of-Way provided by Owner to the Town, including but which easements shall be subject to the reasonable approval of the Town, provided the use of such utility easement(s) does not limited impede use of the roadway located within the Right-of-Way. (j) The Parties agree to landscaping, salt/snow removal, execute and keeping the Trail generally clean deliver such amendments to this Agreement and free from debris in accordance with all municipal property standards by- laws such further easements and other agreements as may be in force from time to time. e. The Transferor shall not incur any liability to the Transferee or anyone claiming through or on behalf of Transferee in relation to the construction and/or use of the Trail reasonably required by the Transferee or its respective agents, contractors, invitees or anyone claiming through them. With the exclusion of the Trail, the Transferee shall not incur any liability to the Transferor or anyone claiming through the Transferor, or on behalf of the Transferor in relation to the Servient Tenement by the Transferor or its respective agents, contractors, invitees or anyone claiming through them. f. The Transferee hereby releases, indemnifies and saves harmless the Transferor, its directors and officers, employees and agents from and against any and all liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses suffered or incurred by the Transferee, or anyone claiming through or on behalf of Transferee, and its agents, contractors, invitees arising from the construction, use and maintenance of the Trail, except such liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses occasioned by the intentional misconduct or omissions of the Transferor, its employees, agents, invitees, or suppliers. g. The Transferee agrees to maintain a policy of general liability insurance covering its use of the Trail and Servient Tenement for an amount not less than $2,000,000.00 dollars as of the date hereof, which limit may be increased from time to time as is reasonable given the passage of time, naming the Transferor as an additional insured. The Transferee further agrees to indemnify and save the Transferor harmless from any claims, damages, liability whatsoever Owner in connection with the use development of the Trail Property. Without limiting the generality of the foregoing, the Town shall deliver such additional easement agreements as Owner may require for purposes of permitting Owner to install, maintain, repair and replace such improvements above, within and underneath the Right-of-Way, including, without limitation, fire lines, waterlines and electric lines as may be required in order to create building systems that will permit the consolidated operation of the improvements to be constructed on the South Parcel and the improvements to be constructed on the North Parcel. (k) There shall be no advertising for the project or off-site promotions on the Crossover Structure unless approved by the Transferor, its agents, and inviteesTown.

Grant of Easement. a. The Transferor, on behalf of itself, its successors and assigns, hereby grants an easement, in favor of the Transferee and its successors, assigns, agents, and invitees, a non-exclusive right of way in perpetuity over, on, upon, along and across the Servient Tenement, in common with the Transferor and its successors, assigns, agents, and invitees, for ingress and egress on foot, bicycle and/or with plants, materials, vehicles, machinery and equipment, as may be reasonably required in accordance with this Agreement (the “Right of Way”). b. The Transferor and Transferee mutually agree not to construct, install, erect, affix or permit to be constructed, installed, erected or affixed any building, structure, fence, wall, barrier, fixture or other material obstruction whatsoever in or on, the Servient Tenement, including between the Servient Tenement and Conservation Boulevard, Lake Drive, and/or Scratch Lane or make any change whatsoever to same, that would prevent the use and enjoyment of this Right of Way. c. The Transferor acknowledges and agrees that the Transferee shall have the right, at the Transferee’s sole cost and expense, to construct a trail over, across and through the portion of the Right of Way, as more particularly identified with diagonal markings on the sketch attached hereto as Schedule “B” (the “Trail”). The method of construction, reconstruction, maintenance, alteration or removal of the Trail over, across or through the Right of Way, including but not limited to size, material and grading, shall be subject to the sole discretion of the Director of Municipal Services of the Town of Kingsville. Any work completed with respect to the Trail shall be completed in a good and workmanlike manner, in accordance with industry standard and all applicable laws and building codes of Ontario. The Transferee agrees that in the event that construction of the Trail over the easement area connecting Conservation Drive to Lake Drive is not substantially completed within two (2) years from the date hereof then the Transferee shall execute a release of this said easement and have such release registered on title to the property at the Transferee’s expense. The said release shall not be required if the Transferor has granted an extension in writing of the two (2) year period, which consent shall not be unreasonably withheld provided that the Transferee is proceeding reasonably and expeditiously in obtaining all requisite environmental consents and completing construction of the Trail. d. The Transferee acknowledges that the Servient Tenement is governed by the terms and conditions of Permit Number AY-C-008-17 (the “Permit”), issued pursuant to the Endangered Species Act, 2007, a copy of which is attached hereto as Schedule “C”. The Transferee agrees, prior to entering the Servient Tenement to commence construction activities, to retain the services of a qualified Biologist and preferably a Biologic Incorporated, to perform the obligations contained in the said Permit, including providing education and training, supervising and preparing required written reports to the Ministry of the Environment, Conservation and Parks all at the Transferee’s expense. The Transferee shall, at all times, conduct its activities on the Servient Tenement in a manner consistent with the provisions of the said Permit. e. The Transferee acknowledges that the Transferor’s future development plan will require a right-of-way connection to Lake Drive over a portion of the easement area. The Transferee agrees that it will not oppose any such right-of-way construction and connection to Lake Drive. f. The Transferor hereby agrees to maintain and keep in good condition and repair the Servient Tenement, including but not limited to landscaping, salt/snow removal, and keeping the Servient Tenement generally clean and free from debris in accordance with all municipal property standards by-laws as may be in force from time to time. Notwithstanding the foregoing, upon completion of construction, the Transferee agrees to maintain and repair the Trail, including but not limited to landscaping, salt/snow removal, and keeping the Trail generally clean and free from debris in accordance with all municipal property standards by- laws as may be in force from time to time. e. g. The Transferor shall not incur any liability to the Transferee or anyone claiming through or on behalf of Transferee in relation to the construction and/or use of the Trail by the Transferee or its respective agents, contractors, invitees or anyone claiming through them. With the exclusion of the Trail, the Transferee shall not incur any liability to the Transferor or anyone claiming through the Transferor, or on behalf of the Transferor in relation to the Servient Tenement by the Transferor or its respective agents, contractors, invitees or anyone claiming through them. f. h. The Transferee hereby releases, indemnifies and saves harmless the Transferor, its directors and officers, employees and agents from and against any and all liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses suffered or incurred by the Transferee, or anyone claiming through or on behalf of Transferee, and its agents, contractors, invitees arising from the construction, use and maintenance of the Trail, except such liability, actions, causes of actions, claims, damages, expenses, costs, debts, demands or losses occasioned by the intentional misconduct or omissions of the Transferor, its employees, agents, invitees, or suppliers. g. i. The Transferee agrees to maintain a policy of general liability insurance covering its use of the Trail and Servient Tenement for an amount not less than $2,000,000.00 dollars as of the date hereof, which limit may be increased from time to time as is reasonable given the passage of time, naming the Transferor as an additional insured. The Transferee further agrees to indemnify and save the Transferor harmless from any claims, damages, liability whatsoever in connection with the use of the Trail by the Transferor, its agents, and invitees.