REDUCTION OF RIGHT OF WAY

10. If Shimizu does not require the long dewatering and
transportation process across the Dyke and the Pedestrian Overpass
is not constructed for any reason whatsoever, the Right of Way
shall be deemed by the parties to be reduced in area so as not to
include that portion of the Right of Way shown on Schedule "A"
hereto as measuring 348.0 square meters on the northerly side of
the Right of Way, and being the proposed location of the Pedestrian
Overpass.

11. The parties acknowledge and agree that notwithstanding
the provisions of paragraph 10 hereof, the Right of Way in favour
of the City contained herein shall be and remain in full force and
effect, save and except as applicable to the Pedestrian Overpass.

12. In all other respects, the parties hereto ratify, confirm

and adopt the terms of this Aaqreement.

GENERAL PROVISIONS

13. The City and Shimizu agree that the safety of any and all
members of the public in the Right of Way or any person in the
Right of Way for the purpose of carrying out the City Works shall
be the sole responsibility of the City, and Shimizu shall not be
responsible at any time for regulating or ensuring the safe passage
of any such persons along the Right of Way.

14. The City will indemnify and save Shimizu harmless from
any and all liability arising as a result of any loss, damage or
injury to persons or property occurring within the Right of Way and
the Pedestrian Overpass including without limitation, any and all
actions, causes of action, loss, damage, expense, Claims, debts,
suits and demands for any such loss, damage or injury, except any

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