Appendices - Nisga'a Final Agreement

Secondary Provincial Roads

Secondary Provincial Road Extensions

North Hoodoo Access Road - Site 1 Extension – Of the two locations identified only one is to be selected by British Columbia running in a general northeasterly direction between North Hoodoo Road and the easterly boundary of Nisga'a Lands, within District Lot 1768, Cassiar District.

North Hoodoo Access Road - Site 2 Extension – running in an easterly direction between North Hoodoo Road and the easterly boundary of Nisga'a Lands, within District Lots 1777 and 3077, Cassiar District.

Private Roads

British Columbia Hydro and Power Authority (Hydro) Access Roads

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License a license to enter on and use the Land for the purpose of constructing and maintaining for communication purposes any building, tower, road, antennae, powerline or other physical infrastructure shown in the site plan and site elevation drawing forming part of the Legal Description Schedule (the "Civil Infrastructure").

Article 2: Duration

2.1 The duration of the license and the rights herein granted shall be for a term of 20 years commencing on the day of , 199 (the "Commencement Date") unless cancelled in accordance with Article 6.

2.2 Not withstanding anything to the contrary in this license, so long as:

• the License is not in default of any of the material terms or conditions of this license; and
• the License has given the Owner, not more than __ days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new license to enter on and use the Land

the Owner may agree to offer a new license to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of 60 days from the date of receipt of the notice from the Owner to accept a new license to enter on and use the Land by executing the new license contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner an annual license fee during the term of this license, in advance, as follows:

• during the first five years of the term of this license (the "Initial Fee Period"), the License shall pay to the Owner:
  • on the Commencement Date, the sum of $______ ; and
  • on each annual anniversary of the Commencement Date during the "Initial Fee Period", a sum equal to the greater of:
    1. the annual license fee for the immediately preceding year; and
    2. the amount which would be payable on that date under the then- existing policies of the Province of British Columbia with respect to the payment of rent for communication sites located on similar Crown Land (the "Provincial Policies"); and
• during each subsequent five year period over the term of this license (a "Subsequent Fee Period"), the License shall pay to the Owner on each annual anniversary of the Commencement Date a sum equal to the greatest of:
  • the annual license fee for the immediately preceding year,
  • the amount which would be payable on that date under the then-existing Provincial Policies, or
  • the annual fair market rent for the Subsequent Fee Period, if that annual fair market rent has been determined:
    1. by written agreement between the Owner and the License prior to the Subsequent Fee Period; or
    2. pursuant to the dispute resolution process set out in Article 10, invoked by the Owner or the License prior to the Subsequent Fee Period.

3.2 In this Article, "annual fair market rent" means the fee which a willing licensee at arm's length from the Owner would pay to the Owner in respect of the Land excluding any allocation of value to any fixtures or improvements located on the Land:

• belonging to the License; or
• not available for use by the License.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay the license fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by the giving of notice to the Licensee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged that relate to the Land or any of the License's improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (k), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this license;
• to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License, or
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land
    
    and the Owner may add the amount of such losses, damages, costs and liabilities to the Fee and the amount so added shall be payable to the Owner immediately;
• to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land at any time to examine its condition;
• to use and occupy the Land in accordance with the provisions of this license including those set forth in the schedule attached and entitled "Special Provisos" ;
• on the expiration or at the earlier cancellation of this license:
  • to quit peaceably and deliver possession of the Land to the Owner,
  • to remove from the Land all above-ground buildings, machinery, plant equipment and apparatus and all other improvements to or things on the Land erected or placed on the Land by the License, and
  • to restore the surface of the Land to the satisfaction of the Owner acting reasonably,
    
    and to the extent necessary, this covenant shall survive the expiration or cancellation of this license;
• to effect and keep in force during the term insurance protecting the Owner and the License (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land to an amount not less than $1,000,000.00; except, however, that the Owner may, in its sole discretion, waive the requirements of this subsection on the delivery to the Owner of evidence that the License is self insured;
• notwithstanding subsection (k), the Owner may from time to time notify the License that the amount of insurance posted by the License pursuant to that subsection be changed and the License shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (k) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the License is self-insuring this section shall not apply;
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Land under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Land, in accordance with Section 9.3; and
• on request of the Owner, to provide to the Owner an inventory of communication uses sufficient to allow the calculation of fees under the Provincial Policies.

Article 5: Assignment

5.1 The Licensee shall not assign this license or grant a sublicense of any part of the Land without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner, assign its interest in all or a part of the Land to an affiliate (as defined in the Company Act, RSBC 1996) of the License provided that the License gives written notice of any such change at least 120 days prior to the next anniversary date of the term of this license.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this license.

Article 6: Cancellation

6.1 If the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout

then the Owner may cancel this license and, notwithstanding subsection 4.1 (j), any fixtures to the Land shall become, at the discretion of the Owner, the property of the Owner.

6.2 If this license is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent, is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this license and the rights herein granted.

6.3 If the License ceases to use the Land for the purposes permitted herein and the License does not recommence its use of the Land within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel this license and the rights herein granted.

6.4 If the Owner requires a portion of the Land for a public purpose, the Owner may, in accordance with section 6.5 and on 180 days written notice to the License, cancel this license and the rights herein granted with respect to no more than 5% of the whole of the Land.

6.5 Concurrently with the notice referred to in section 6.4, the Owner will give the License written notice that the Owner will, at its cost, relocate the License's structures and improvements that are materially affected by the cancellation in Section 6.4 to a different location on the Land or to a location on other land immediately adjacent to the Land (the "New Location"). The New Location must, in the reasonable opinion of the License, be of sufficient size to accommodate the License's structures and improvements and be equally suitable for the purposes of the License. The Owner will pay for any reasonable costs of moving the License and its structures and improvements to the New Location. If the License's structures and improvements cannot be moved to the New Location, the Owner will pay to the License the reasonable costs of constructing new improvements on the New Location. As full compensation for all other costs, expenses and damages that the License may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to arbitration pursuant to Article 10. All other terms and conditions of this license will apply to the New Location for the balance of the original term.

6.6 The Licensee may deliver a written notice to the Owner cancelling this license and thereafter the license and the rights herein granted will terminate 180 days after the date of receipt by the Owner of such written notice.

6.7 Notwithstanding subsection 4.1 (j), any building, machinery, plant, equipment, apparatus or other improvements to the Land (collectively, the "Improvements") that remains unremoved from the Land:

• upon the cancellation of this license pursuant to section 6.1, section 6.4 or section 6.6; or
• thirty days after the expiration of this license or the cancellation of this license pursuant to section 6.2 or section 6.3 (provided that if further time is reasonably required because of the nature of the Improvements or because of other constraints beyond the control of the License, including weather, and provided that the License is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this license),

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.8 If the Owner elects to assume ownership of any Improvements pursuant to section 6.7, the Owner may remove them from the Land and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.9 The rights of the Owner under section 6.7 and section 6.8 shall be deemed to survive the expiration or earlier cancellation of this license.

Article 7: Security

7.1 The security in the sum of______$ and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this license shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. The Owner may, in its sole discretion, waive the requirements of this section.

7.2 In the event the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this license.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1 the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that while Security is waived under section 7.1 this section shall not apply.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this license, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the License, as the case may be, at the addresses specified for each on the first page of this license, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. If there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this license and after another address has been specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the License requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the License.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This license shall not entitle the License to exclusive possession of the Land and the Owner may, for any purpose, grant to others interests in the Land or rights to enter on or use or occupy the Land, or may otherwise authorize other persons to enter on or use or occupy the Land, so long as the grant or authorization does not materially affect the exercise of the License's rights hereunder. The question of whether a grant materially affects the exercise of the License's rights hereunder shall be determined by the Owner acting reasonably. If the Owner, by written instrument, grants a license, right or interest to others to use or occupy the Land, such grant will contain a provision identical to subsection 4.1 (g) of this license obligating the new grantee to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner.

9.4 The terms and provisions of this license shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this license or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11: Interpretation

11.1 In this license, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this license are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this license or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts and sections of this license shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this license as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Special Provisos Schedule

Special Provisos:

1. The Licensee shall comply with the provisions of his Radio Station License issued by Communications Canada and any subsequent amendments to that license.
2. The Licensee shall inform the Owner of any amendments to his Radio Station License.

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License a license to enter on and use the Land for the purpose of constructing and maintaining for communication purposes any building, tower, road, antennae, powerline or other physical infrastructure shown in the site plan and site elevation drawing forming part of the Legal Description Schedule (the "Civil Infrastructure").

Article 2: Duration

2.1 The duration of the license and the rights herein granted shall be for a term of 20 years commencing on the_______ day of_______ , 199_ (the "Commencement Date") unless cancelled in accordance with Article 6.

2.2 Notwithstanding anything to the contrary in this license, so long as:

• the License is not in default of any of the material terms or conditions of this license; and
• the License has given the Owner, not more than ____ days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new license to enter on and use the Land

the Owner may agree to offer a new license to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of 60 days from the date of receipt of the notice from the Owner to accept a new license of the Land by executing the new license contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner a license fee of $1.00 for the entire term.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged that relate to the Land or any of the License's improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (j), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this license;
• to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License, or
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land
    
    and the amount of such losses, damages, costs and liabilities shall be payable to the Owner immediately;
• to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land at any time to examine its condition;
• to use and occupy the Land in accordance with the provisions of this license including those set forth in the schedule attached and entitled "Special Provisos";
• on the expiration or at the earlier cancellation of this license:
  • to quit peaceably and deliver possession of the Land to the Owner,
  • to remove from the Land all above-ground buildings, machinery, plant equipment and apparatus and all other improvements to or things on the Land erected or placed on the Land by the License, and
  • to restore the surface of the Land to the satisfaction of the Owner acting reasonably,
    
    and to the extent necessary, this covenant shall survive the expiration or cancellation of this license;
• to effect, and keep in force during the term, insurance protecting the Owner and the License (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land to an amount not less than $1,000,000.00; except that so long as the License is Her Majesty the Queen in Right of the Province of British Columbia or a British Columbia crown corporation, the Owner will waive the requirements of this subsection on the delivery to the Owner of confirmation that the License is self insured;
• notwithstanding subsection (j), the Owner may from time to time notify the License that the amount of insurance posted by the License pursuant to that subsection be changed and the License shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (j) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the License is self-insuring this section shall not apply; and
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Land under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Land, in accordance with Section 9.3.

Article 5: Assignment

5.1 The Licensee shall not assign this license or grant a sublicense of any part of the Land without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner, assign its interest in all or a part of the Land to a British Columbia crown corporation provided that the License gives written notice of any such change at least 120 days prior to the next anniversary date of the term of this license.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this license.

Article 6: Cancellation

6.1 If the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout

then, and in any such case, the Owner may cancel this license and, notwithstanding subsection 4.1 (i), any fixtures to the Land shall become, at the discretion of the Owner, the property of the Owner.

6.2 If this license is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent, is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this license and the rights herein granted.

6.3 If the License ceases to use the Land for the purposes permitted herein and the License does not recommence its use of the Land within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel this license and the rights herein granted.

6.4 If the Owner requires a portion of the Land for a public purpose, the Owner may, in accordance with section 6.5 and on 180 days written notice to the License, cancel this license and the rights herein granted with respect to no more than 5% of the whole of the Land.

6.5 Concurrently with the notice referred to in section 6.4, the Owner will give the License written notice that the Owner will, at its cost, relocate the License's structures and improvements that are materially affected by the cancellation in Section 6.4 to a different location on the Land or to a location on other land immediately adjacent to the Land (the "New Location"). The New Location must, in the reasonable opinion of the License, be of sufficient size to accommodate the License's structures and improvements and be equally suitable for the purposes of the License. The Owner will pay for any reasonable costs of moving the License and its structures and improvements to the New Location. If the License's structures and improvements cannot be moved to the New Location, the Owner will pay to the License the reasonable costs of constructing new improvements on the New Location. As full compensation for all other costs, expenses and damages that the License may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to arbitration pursuant to Article 10. All other terms and conditions of this license will apply to the New Location for the balance of the original term.

6.6 The Licensee may deliver a written notice to the Owner cancelling this license and thereafter the license and the rights herein granted will terminate 180 days after the date of receipt by the Owner of such written notice.

6.7 Notwithstanding subsection 4.1 (i), any buildings, machinery, plant, equipment and apparatus and all other improvements to the Land (collectively, the "Improvements") that remain unremoved from the Land:

• upon the cancellation of this license pursuant to section 6.1, section 6.4 or section 6.6; or
• thirty days after the expiration or cancellation of this license pursuant to section 6.2 or section 6.3 (provided that if further time is reasonably required because of the nature of the Improvements or because of other constraints beyond the control of the License, including weather, and provided that the License is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this license)

shall, at the discretion of the owner, be forfeited to and become the property of the Owner.

6.8 If the Owner elects to assume ownership of any above-ground Improvements pursuant to section 6.7, the Owner may remove them from the Land and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.9 The rights of the Owner under section 6.7 and section 6.8 shall be deemed to survive the expiration or earlier cancellation of this license.

Article 7: Security

7.1 The security in the sum of $1.00 and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this license shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. So long as the License is Her Majesty the Queen in Right of the Province of British Columbia or a British Columbia crown corporation, the Owner will waive the requirements of this section.

7.2 In the event the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this license.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1, the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that while Security is waived under section 7.1, this section shall not apply.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this license, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the License, as the case may be, at the addresses specified for each on the first page of this license, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. If there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this license and after another address is specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the License requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the License.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This license shall not entitle the License to exclusive possession of the Land and the Owner may, for any purpose, grant to others interests in the Land or rights to enter on or use or occupy the Land, or may otherwise authorize other persons to enter on or use or occupy the Land, so long as the grant or authorization does not materially affect the exercise of the License's rights hereunder. The question of whether a grant materially affects the exercise of the License's rights hereunder shall be determined by the Owner acting reasonably. If the Owner, by written instrument, grants a license, right or interest to others to use or occupy the Land, such grant will contain a provision identical to subsection 4.1 (f) of this license obligating the new grantee to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner.

9.4 The terms and provisions of this license shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this license or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11: Interpretation

11.1 In this license, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this license are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this license or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts and sections of this license shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this license as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Special Provisos Schedule

Special Provisos:

1. The Licensee shall comply with the provisions of his Radio Station License issued by Communications Canada and any subsequent amendments to that license.
2. The Licensee shall inform the Owner of any amendments to his Radio Station License.

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License:

• a license to enter on and use the Land for the purpose of constructing and maintaining for communication purposes any building, tower, road, antennae, powerline or other physical infrastructure shown in the site plan and site elevation drawing forming part of the Legal Description Schedule (the "Civil Infrastructure"); and
• a license to enter on and use the Utility Area, with or without equipment, machinery and materials as reasonably required by the License, to construct, instal, operate, maintain, repair, replace and use powerlines and all ancillary works on the Utility Area as reasonably required to provide power to the Land (the licenses in subsections 1.1 (a) and (b) are collectively "the License").

Article 2: Duration

2.1 The duration of "the License" and the rights herein granted shall be for a term of 20 years commencing on the_______ day of______, 199 (the "Commencement Date") unless cancelled in accordance with Article 6.

2.2 Notwithstanding anything to the contrary in this License, so long as:

• the License is not in default of any of the material terms or conditions of this License; and
• the License has given the Owner, not more than • days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new license to enter on and use the Land and the Utility Area

the Owner may agree to offer a new license to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of 60 days from the date of receipt of the notice from the Owner to accept a new License to enter on and use the Land and the Utility Area by executing the new License contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner an annual License fee during the term of this License, in advance, as follows:

• during the first five years of the term of this License (the "Initial Fee Period"), the License shall pay to the Owner:
  • on the Commencement Date, the sum of $_____ ; and
  • on each annual anniversary of the Commencement Date during the "Initial Fee Period", a sum equal to the greater of:
    1. the annual License fee for the immediately preceding year; or
    2. the amount which would be payable on that date under the then-existing policies of the Province of British Columbia with respect to the payment of rent for communication sites located on similar Crown Land (the "Provincial Policies"); and
• during each subsequent five year period over the term of this License (a "Subsequent Fee Period"), the License shall pay to the Owner on each annual anniversary of the Commencement Date a sum equal to the greatest of:
  • the annual License fee for the immediately preceding year,
  • the amount which would be payable on that date under the then-existing Provincial Policies, or
  • the annual fair market rent for the Subsequent Fee Period, if that annual fair market rent has been determined:
    1. by written agreement between the Owner and the License prior to the Subsequent Fee Period; or
    2. pursuant to the dispute resolution process set out in Article 10, invoked by the Owner or the License prior to the Subsequent Fee Period.

3.2 In this Article, "annual fair market rent" means the fee which a willing licensee at arm's length from the Owner would pay to the Owner in respect of the Land excluding any allocation of value to any fixtures or improvements located on the Land:

• belonging to the License; or
• not available for use by the License.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay "the License" fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by the giving of notice to the Licensee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged that relate to the Land or to the Utility Area or any of the License's improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land or the Utility Area and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or the Utility Area or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (k), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this License;
• to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License, or
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land or the Utility Area

  and the Owner may add the amount of such losses, damages, costs and liabilities to the Fee and the amount so added shall be payable to the Owner immediately;

• to keep the Land and the Utility Area in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land and the Utility Area or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land or the Utility Area at any time to examine its condition;
• to use and occupy the Land and the Utility Area in accordance with the provisions of this License including those set forth in the schedule attached and entitled "Special Provisos" ;
• on the expiration or at the earlier cancellation of this License:
  • to quit peaceably and deliver possession of the Land and the Utility Area to the Owner,
  • to remove from the Land and the Utility Area all above-ground buildings, machinery, plant equipment and apparatus and all other improvements to or things on the Land or the Utility Area erected or placed on the Land or the Utility Area by the License, and
  • to restore the surface of the Land and the Utility Area to the satisfaction of the Owner acting reasonably, and to the extent necessary, this covenant shall survive the expiration or cancellation of this License;
• to effect and keep in force during the term insurance protecting the Owner and the License (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land or the Utility Area to an amount not less than $1,000,000.00; except, however, that the Owner may, in its sole discretion, waive the requirements of this subsection on the delivery to the Owner of evidence that the License is self insured;
• notwithstanding subsection (k), the Owner may from time to time notify the License that the amount of insurance posted by the License pursuant to that subsection be changed and the License shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (k) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the License is self-insuring this section shall not apply; and
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Land or the Utility Area under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Land or the Utility Area, in accordance with Section 9.3; and
• on request of the Owner, to provide to the Owner an inventory of communication uses sufficient to allow the calculation of fees under the Provincial Policies.

Article 5: Assignment

5.1 The Licensee shall not assign this License or grant a sublicense of any part of the Land or the Utility Area without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner, assign its interest in all or a part of the Land and the Utility Area to an affiliate (as defined in the Company Act, RSBC 1996) of the License provided that the License gives written notice of any such change at least 120 days prior to the next anniversary date of the term of this License.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this License.

Article 6: Cancellation

6.1 If the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout;

then the Owner may cancel this License and, notwithstanding subsection 4.1 (j), any fixtures to the Land and Utility Area shall become, at the discretion of the Owner, the property of the Owner.

6.2 If this License is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent, is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this License and the rights herein granted.

6.3 If the License ceases to use the Land or the Utility Area for the purposes permitted herein and the License does not recommence its use of the Land or the Utility Area within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel that portion of this License and the rights herein granted that relates to the Land or the Utility Area as the case may be.

6.4 If the Owner requires a portion of the Land or the Utility Area for a public purpose, the Owner may, in accordance with section 6.5 and on 180 days written notice to the License, cancel this License and the rights herein granted with respect to no more than 5% of the whole of the Land, no more than 5% of the whole of the Utility Area, or no more than 5% of the combined area, as the case may be.

6.5 Concurrently with the notice referred to in section 6.4, the Owner will give the License written notice that the Owner will, at its cost, relocate the License's structures and improvements that are materially affected by the cancellation in Section 6.4 to a different location on the Land or the Utility Area, as the case may be, or to a location on other land immediately adjacent to the Land or the Utility Area (the "New Location"). The New Location must, in the reasonable opinion of the License, be of sufficient size to accommodate the License's structures and improvements and be equally suitable for the purposes of the License. The Owner will pay for any reasonable costs of moving the License and its structures and improvements to the New Location. If the License's structures and improvements cannot be moved to the New Location, the Owner will pay to the License the reasonable costs of constructing new improvements on the New Location. As full compensation for all other costs, expenses and damages that the License may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to arbitration pursuant to Article 10. All other terms and conditions of this License will apply to the New Location for the balance of the original term.

6.6 The Licensee may deliver a written notice to the Owner cancelling this License, in whole or with respect to the Utility Area only, and thereafter "the License" and the rights herein granted will, in whole or with respect to the Utility Area only, terminate 180 days after the date of receipt by the Owner of such written notice.

6.7 Notwithstanding subsection 4.1 (j), any building, machinery, plant, equipment, apparatus or other improvements to the Land or the Utility Area (collectively, the "Improvements") that remains unremoved from the Land or the Utility Area:

• upon the cancellation of this License pursuant to section 6.1, section 6.4 or section 6.6; or
• thirty days after the expiration of this License or the cancellation of this License pursuant to section 6.2 or section 6.3 (provided that if further time is reasonably required because of the nature of the Improvements or because of other constraints beyond the control of the License, including weather, and provided that the License is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this License),

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.8 If the Owner elects to assume ownership of any above-ground Improvements pursuant to section 6.7, the Owner may remove them from the Land or the Utility Area and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.9 The rights of the Owner under section 6.7 and section 6.8 shall be deemed to survive the expiration or earlier cancellation of this License.

Article 7: Security

7.1 The security in the sum of______$ and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this License shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. The Owner may, in its sole discretion, waive the requirements of this section.

7.2 In the event the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this License.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1, the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that while Security is waived under section 7.1, this section shall not apply.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this License, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the License, as the case may be, at the addresses specified for each on the first page of this License, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. If there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this License and after another address has been specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the License requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the License.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This License shall not entitle the License to exclusive possession of the Land or the Utility Area and the Owner may, for any purpose, grant to others interests in the Land or the Utility Area, or rights to enter on or use or occupy the Land or the Utility Area, or may otherwise authorize other persons to enter on or use or occupy the Land or the Utility Area, so long as the grant or authorization does not materially affect the exercise of the License's rights hereunder. The question of whether a grant materially affects the exercise of the License's rights hereunder shall be determined by the Owner acting reasonably. If the Owner, by written instrument, grants a license, right or interest to others to use or occupy the Land or the Utility Area, such grant will contain a provision identical to subsection 4.1 (g) of this License obligating the new grantee to keep the Land or the Utility Area in a safe, clean and sanitary condition satisfactory to the Owner.

9.4 The terms and provisions of this License shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this License or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11: Interpretation

11.1 In this License, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this License are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this License or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts and sections of this License shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this License as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Special Provisos Schedule

Special Provisos:

1. The Licensee shall comply with the provisions of his Radio Station License issued by Communications Canada and any subsequent amendments to that license.
2. The Licensee shall inform the Owner of any amendments to his Radio Station License.

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License:

• a license to enter on and use the Land for the purpose of constructing and maintaining for communication purposes any building, tower, road, antennae, powerline or other physical infrastructure shown in the site plan and site elevation drawing forming part of the Legal Description Schedule (the "Civil Infrastructure"); and
• a license to pass and repass over the Access Area, with or without equipment, machinery and materials as reasonably required by the License, and to construct, maintain, repair, replace and use trails, roads and bridges on the Access Area as reasonably required to obtain access to the Land (the licenses in subsections 1.1 (a) and (b) are collectively "the License").

Article 2: Duration

2.1 The duration of "the License" and the rights herein granted shall be for a term of 20 years commencing on the__________day of_______ , 199 (the "Commencement Date") unless cancelled in accordance with Article 6.

2.2 Notwithstanding anything to the contrary in this License, so long as:

• the License is not in default of any of the material terms or conditions of this License; and
• the License has given the Owner, not more than • days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new license to enter on and use the Land and the Access Area

the Owner may agree to offer a new license to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of 60 days from the date of receipt of the notice from the Owner to accept a new License to enter on and use the Land and the Access Area by executing the new License contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner an annual License fee during the term of this License, in advance, as follows:

• during the first five years of the term of this License (the "Initial Fee Period"), the License shall pay to the Owner:
  • on the Commencement Date, the sum of • ; and
  • on each annual anniversary of the Commencement Date during the "Initial Fee Period", a sum equal to the greater of:
    1. the annual License fee for the immediately preceding year; or
    2. the amount which would be payable on that date under the then-existing policies of the Province of British Columbia with respect to the payment of rent for communication sites located on similar Crown Land (the "Provincial Policies"); and
• during each subsequent five year period over the term of this License (a "Subsequent Fee Period"), the License shall pay to the Owner on each annual anniversary of the Commencement Date a sum equal to the greatest of:
  • the annual License fee for the immediately preceding year,
  • the amount which would be payable on that date under the then-existing Provincial Policies, or
  • the annual fair market rent for the Subsequent Fee Period, if that annual fair market rent has been determined:
    1. by written agreement between the Owner and the License prior to the Subsequent Fee Period; or
    2. pursuant to the dispute resolution process set out in Article 10, invoked by the Owner or the License prior to the Subsequent Fee Period.

3.2 In this Article, "annual fair market rent" means the fee which a willing licensee at arm's length from the Owner would pay to the Owner in respect of the Land excluding any allocation of value to any fixtures or improvements located on the Land:

• belonging to the License; or
• not available for use by the License.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay "the License" fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by the giving of notice to the Licensee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged that relate to the Land or to the Access Area or any of the License's improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land or the Access Area and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or the Access Area or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (k), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this License;
• to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License, or
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land or the Access Area
    and the Owner may add the amount of such losses, damages, costs and liabilities to the Fee and the amount so added shall be payable to the Owner immediately;
• to keep the Land and the Access Area in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land and the Access Area or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land or the Access Area at any time to examine its condition;
• to use and occupy the Land and the Access Area in accordance with the provisions of this License including those set forth in the schedule attached and entitled "Special Provisos";
• on the expiration or at the earlier cancellation of this License:
  • to quit peaceably and deliver possession of the Land and the Access Area to the Owner,
  • to remove from the Land and the Access Area all above-ground buildings, machinery, plant equipment and apparatus and all other improvements to or things on the Land or the Access Area erected or placed on the Land or the Access Area by the License, and
  • to restore the surface of the Land and the Access Area to the satisfaction of the Owner acting reasonably, and to the extent necessary, this covenant shall survive the expiration or cancellation of this License;
• to effect and keep in force during the term insurance protecting the Owner and the License (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land or the Access Area to an amount not less than $1,000,000.00; except, however, that the Owner may, in its sole discretion, waive the requirements of this subsection on the delivery to the Owner of evidence that the License is self insured;
• notwithstanding subsection (k), the Owner may from time to time notify the License that the amount of insurance posted by the License pursuant to that subsection be changed and the License shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (k) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the License is self-insuring this section shall not apply; and
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Land or the Access Area under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Land or the Access Area, in accordance with Section 9.3; and
• on request of the Owner, to provide to the Owner an inventory of communication uses sufficient to allow the calculation of fees under the Provincial Policies.

Article 5: Assignment

5.1 The Licensee shall not assign this License or grant a sublicense of any part of the Land or the Access Area without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner, assign its interest in all or a part of the Land and the Access Area to an affiliate (as defined in the Company Act, RSBC 1996) of the License provided that the License gives written notice of any such change at least 120 days prior to the next anniversary date of the term of this License.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this License.

Article 6: Cancellation

6.1 If the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout;

then the Owner may cancel this License and, notwithstanding subsection 4.1 (j), any fixtures to the Land and Access Area shall become, at the discretion of the Owner, the property of the Owner.

6.2 If this License is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent, is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this License and the rights herein granted.

6.3 If the License ceases to use the Land or the Access Area for the purposes permitted herein and the License does not recommence its use of the Land or the Access Area within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel that portion of this License and the rights herein granted that relates to the Land or the Access Area as the case may be.

6.4 If the Owner requires a portion of the Land or the Access Area for a public purpose, the Owner may, in accordance with section 6.5 and on 180 days written notice to the License, cancel this License and the rights herein granted with respect to no more than 5% of the whole of the Land, or no more than 5% of the whole of the Access Area, or no more than 5% of the combined area, as the case may be.

6.5 Concurrently with the notice referred to in section 6.4, the Owner will give the License written notice that the Owner will, at its cost, relocate the License's structures and improvements that are materially affected by the cancellation in Section 6.4 to a different location on the Land or the Access Area, as the case may be, or to a location on other land immediately adjacent to the Land or the Access Area (the "New Location"). The New Location must, in the reasonable opinion of the License, be of sufficient size to accommodate the License's structures and improvements and be equally suitable for the purposes of the License. The Owner will pay for any reasonable costs of moving the License and its structures and improvements to the New Location. If the License's structures and improvements cannot be moved to the New Location, the Owner will pay to the License the reasonable costs of constructing new improvements on the New Location. As full compensation for all other costs, expenses and damages that the License may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to arbitration pursuant to Article 10. All other terms and conditions of this License will apply to the New Location for the balance of the original term.

6.6 The Licensee may deliver a written notice to the Owner cancelling this License, in whole or with respect to the Access Area only, and thereafter "the License" and the rights herein granted will, in whole or with respect to the Access Area only, terminate 180 days after the date of receipt by the Owner of such written notice.

6.7 Notwithstanding subsection 4.1 (j), any building, machinery, plant, equipment, apparatus or other improvements to the Land or the Access Area (collectively, the "Improvements") that remains unremoved from the Land or the Access Area:

• upon the cancellation of this License pursuant to section 6.1, section 6.4 or section 6.6; or
• thirty days after the expiration of this License or the cancellation of this License pursuant to section 6.2 or section 6.3 (provided that if further time is reasonably required because of the nature of the Improvements or because of other constraints beyond the control of the License, including weather, and provided that the License is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this License),

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.8 If the Owner elects to assume ownership of any above-ground Improvements pursuant to section 6.7, the Owner may remove them from the Land or the Access Area and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.9 The rights of the Owner under section 6.7 and section 6.8 shall be deemed to survive the expiration or earlier cancellation of this License.

Article 7: Security

7.1 The security in the sum of______$ and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this License shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. The Owner may, in its sole discretion, waive the requirements of this section.

7.2 In the event the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this License.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1, the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that while Security is waived under section 7.1, this section shall not apply.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this License, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the License, as the case may be, at the addresses specified for each on the first page of this License, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. If there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this License and after another address has been specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the License requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the License.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This License shall not entitle the License to exclusive possession of the Land or the Access Area and the Owner may, for any purpose, grant to others interests in the Land or the Access Area, or rights to enter on or use or occupy the Land or the Access Area, or may otherwise authorize other persons to enter on or use or occupy the Land or the Access Area, so long as the grant or authorization does not materially affect the exercise of the License's rights hereunder. The question of whether a grant materially affects the exercise of the License's rights hereunder shall be determined by the Owner acting reasonably. If the Owner, by written instrument, grants a license, right or interest to others to use or occupy the Land or the Access Area, such grant will contain a provision identical to subsection 4.1 (g) of this License obligating the new grantee to keep the Land or the Access Area in a safe, clean and sanitary condition satisfactory to the Owner.

9.4 The terms and provisions of this License shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this License or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11: Interpretation

11.1 In this License, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this License are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this License or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts and sections of this License shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this License as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Special Provisos Schedule

Special Provisos:

1. The Licensee shall comply with the provisions of his Radio Station License issued by Communications Canada and any subsequent amendments to that license.
2. The Licensee shall inform the Owner of any amendments to his Radio Station License.

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License:

• a license to enter on and use the Land for the purpose of constructing and maintaining for communication purposes any building, tower, road, antennae, powerline or other physical infrastructure shown in the site plan and site elevation drawing forming part of the Legal Description Schedule (the "Civil Infrastructure"); and
• a license to pass and repass over the Access Area, with or without equipment, machinery and materials as reasonably required by the Licensee, and to construct, maintain, repair, replace and use trails, roads and bridges on the Access Area as reasonably required to obtain access to the Lands; and
• a license to enter on and use the Utility Area, with or without equipment, machinery and materials as reasonably required by the Licensee, to construct, instal, operate, maintain, repair, replace and use powerlines and all ancillary works on the Utility Area as reasonably required to provide power to the Land (the licenses in subsections 1.1 (a), (b), and (c) are collectively "the License").

Article 2: Duration

2.1 The duration of the License and the rights herein granted shall be for a term of 20 years commencing on the day of   , 199   (the "Commencement Date") unless cancelled in accordance with Article 6.

2.2 Notwithstanding anything to the contrary in this License, so long as:

• the License is not in default of any of the material terms or conditions of this License; and
• the License has given the Owner, not more than • days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new license to enter on and use the Land and the Access Area and the Utility Area

the Owner may agree to offer a new license to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of 60 days from the date of receipt of the notice from the Owner to accept a new License to enter on and use the Land and the Access Area and the Utility Area by executing the new License contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner an annual License fee during the term of this License, in advance, as follows:

• during the first five years of the term of this License (the "Initial Fee Period"), the License shall pay to the Owner:
  • on the Commencement Date, the sum of • ; and
  • on each annual anniversary of the Commencement Date during the "Initial Fee Period", a sum equal to the greater of:
    1. the annual License fee for the immediately preceding year; or
    2. the amount which would be payable on that date under the then-existing policies of the Province of British Columbia with respect to the payment of rent for communication sites located on similar Crown Land (the "Provincial Policies"); and
• during each subsequent five year period over the term of this License (a "Subsequent Fee Period"), the License shall pay to the Owner on each annual anniversary of the Commencement Date a sum equal to the greatest of:
  • the annual License fee for the immediately preceding year,
  • the amount which would be payable on that date under the then-existing Provincial Policies, or
  • the annual fair market rent for the Subsequent Fee Period, if that annual fair market rent has been determined:
    1. by written agreement between the Owner and the License prior to the Subsequent Fee Period; or
    2. pursuant to the dispute resolution process set out in Article 10, invoked by the Owner or the License prior to the Subsequent Fee Period.

3.2 In this Article, "annual fair market rent" means the fee which a willing licensee at arm's length from the Owner would pay to the Owner in respect of the Land excluding any allocation of value to any fixtures or improvements located on the Land:

• belonging to the License; or
• not available for use by the License.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay "the License" fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by the giving of notice to the Licensee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged that relate to the Land, the Access Area or the Utility Area or any of the License's improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulati ons of any competent government authority in any way affecting the Land, the Access Area or the Utility Area and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land, the Access Area or the Utility Area or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (k), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this License;
• to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License, or
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land, the Access Area or the Utility Area
  • and the Owner may add the amount of such losses, damages, costs and liabilities to the Fee and the amount so added shall be payable to the Owner immediately;
• to keep the Land, the Access Area and the Utility Area in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land, the Access Area and the Utility Area or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land, the Access Area or the Utility Area at any time to examine its condition;
• to use and occupy the Land, the Access Area and the Utility Area in accordance with the provisions of this License including those set forth in the schedule attached and entitled "Special Provisos";
• on the expiration or at the earlier cancellation of this License:
  • to quit peaceably and deliver possession of the Land, the Access Area and the Utility Area to the Owner,
  • to remove from the Land, the Access Area and the Utility Area all above-ground buildings, machinery, plant equipment and apparatus and all other improvements to or things on the Land, the Access Area or the Utility Area erected or placed on the Land, the Access Area or the Utility Area by the License, and
  • to restore the surface of the Land, the Access Area and the Utility Area to the satisfaction of the Owner acting reasonably,
  • and to the extent necessary, this covenant shall survive the expiration or cancellation of this License;
• to effect and keep in force during the term insurance protecting the Owner and the License (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land, the Access Area or the Utility Area to an amount not less than $1,000,000.00; except, however, that the Owner may, in its sole discretion, waive the requirements of this subsection on the delivery to the Owner of evidence that the License is self insured;
• notwithstanding subsection (k), the Owner may from time to time notify the License that the amount of insurance posted by the License pursuant to that subsection be changed and the License shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (k) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the License is self-insuring this section shall not apply; and
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Land, the Access Area or the Utility Area under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Land, the Access Area or the Utility Area in accordance with Section 9.3; and
• on request of the Owner, to provide to the Owner an inventory of communication uses sufficient to allow the calculation of fees under the Provincial Policies.

Article 5: Assignment

5.1 The Licensee shall not assign this License or grant a sublicense of any part of the Land, the Access Area or the Utility Area without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner, assign its interest in all or a part of the Land, the Access Area or the Utility Area to an affiliate (as defined in the Company Act, RSBC 1996) of the License provided that the License gives written notice of any such change at least 120 days prior to the next anniversary date of the term of this License.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this License.

Article 6: Cancellation

6.1 If the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout;
  then the Owner may cancel this License and, notwithstanding subsection 4.1 (j), any fixtures to the Land, Access Area and the Utility Area shall become, at the discretion of the Owner, the property of the Owner.

6.2 If this License is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent, is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this License and the rights herein granted.

6.3 If the License ceases to use the Land, the Access Area or the Utility Area for the purposes permitted herein and the License does not recommence its use of the Land, the Access Area or the Utility Area within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel that portion of this License and the rights herein granted that relates to the Land, the Access Area or the Utility Area as the case may be.

6.4 If the Owner requires a portion of the Land, the Access Area or the Utility Area for a public purpose, the Owner may, in accordance with section 6.5 and on 180 days written notice to the License, cancel this License and the rights herein granted with respect to no more than 5% of the whole of the Land, no more than 5% of the whole of the Access Area, no more than 5% of the whole of the Utility Area, or no more than 5% of the combined area, as the case may be.

6.5 Concurrently with the notice referred to in section 6.4, the Owner will give the License written notice that the Owner will, at its cost, relocate the License's structures and improvements that are materially affected by the cancellation in Section 6.4 to a different location on the Land, the Access Area or the Utility Area as the case may be, or to a location on other land immediately adjacent to the Land, the Access Area or the Utility Area (the "New Location"). The New Location must, in the reasonable opinion of the License, be of sufficient size to accommodate the License's structures and improvements and be equally suitable for the purposes of the License. The Owner will pay for any reasonable costs of moving the License and its structures and improvements to the New Location. If the License's structures and improvements cannot be moved to the New Location, the Owner will pay to the License the reasonable costs of constructing new improvements on the New Location. As full compensation for all other costs, expenses and damages that the License may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to arbitration pursuant to Article 10. All other terms and conditions of this License will apply to the New Location for the balance of the original term.

6.6 The Licensee may deliver a written notice to the Owner cancelling this License, in whole or with respect to the Access Area only or to the Utility Area only, and thereafter "the License" and the rights herein granted will, in whole or with respect to the Access Area only, terminate 180 days after the date of receipt by the Owner of such written notice.

6.7 Notwithstanding subsection 4.1 (j), any building, machinery, plant, equipment, apparatus or other improvements to the Land, the Access Area or the Utility Area (collectively, the "Improvements") that remains unremoved from the Land, the Access Area or the Utility Area:

• upon the cancellation of this License pursuant to section 6.1, section 6.4 or section 6.6; or
• thirty days after the expiration of this License or the cancellation of this License pursuant to section 6.2 or section 6.3 (provided that if further time is reasonably required because of the nature of the Improvements or because of other constraints beyond the control of the License, including weather, and provided that the License is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this License),

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.8 If the Owner elects to assume ownership of any above-ground Improvements pursuant to section 6.7, the Owner may remove them from the Land, the Access Area or the Utility Area and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.9 The rights of the Owner under section 6.7 and section 6.8 shall be deemed to survive the expiration or earlier cancellation of this License.

Article 7: Security

7.1 The security in the sum of______$ and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this License shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. The Owner may, in its sole discretion, waive the requirements of this section.

7.2 In the event the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this License.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1, the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that while Security is waived under section 7.1, this section shall not apply.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this License, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the License, as the case may be, at the addresses specified for each on the first page of this License, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. If there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this License and after another address has been specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the License requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the License.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This License shall not entitle the License to exclusive possession of the Land, the Access Area or the Utility Area and the Owner may, for any purpose, grant to others interests in the Land, the Access Area or the Utility Area or rights to enter on or use or occupy the Land, the Access Area or the Utility Area or may otherwise authorize other persons to enter on or use or occupy the Land, the Access Area or the Utility Area so long as the grant or authorization does not materially affect the exercise of the License's rights hereunder. The question of whether a grant materially affects the exercise of the License's rights hereunder shall be determined by the Owner acting reasonably. If the Owner, by written instrument, grants a license, right or interest to others to use or occupy the Land, the Access Area or the Utility Area such grant will contain a provision identical to subsection 4.1 (g) of this License obligating the new grantee to keep the Land, the Access Area or the Utility Area in a safe, clean and sanitary condition satisfactory to the Owner.

9.4 The terms and provisions of this License shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this License or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11: Interpretation

11.1 In this License, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this License are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this License or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts and sections of this License shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this License as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Special Provisos Schedule

Special Provisos:

1. The Licensee shall comply with the provisions of his Radio Station License issued by Communications Canada and any subsequent amendments to that license.
2. The Licensee shall inform the Owner of any amendments to his Radio Station License.

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License a license to enter on and use the Land for the purpose of constructing and maintaining for communication purposes any building, tower, road, antennae, powerline or other physical infrastructure shown in the site plan and site elevation drawing forming part of the Legal Description Schedule (the "Civil Infrastructure").

Article 2: Duration

2.1 The duration of the license and the rights herein granted shall be for a term of 20 years commencing on the________day of______ , 199 (the "Commencement Date") unless cancelled in accordance with Article 6.

2.2 Notwithstanding anything to the contrary in this license, so long as:

• the License is not in default of any of the material terms or conditions of this license; and
• the License has given the Owner, not more than • days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new license to enter on and use the Land

the Owner may agree to offer a new license to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of 60 days from the date of receipt of the notice from the Owner to accept a new license to enter on and use the Land by executing the new license contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner an annual license fee during the term of this license, in advance, as follows:

• during the first five years of the term of this license (the "Initial Fee Period"), the Licensee shall pay to the Owner:
  • on the Commencement Date, the sum of • ; and
  • on each annual anniversary of the Commencement Date during the "Initial Fee Period", a sum equal to the greater of:
    1. the annual license fee for the immediately preceding year; or
    2. the amount which would be payable on that date under the then-existing policies of the Province of British Columbia with respect to the payment of rent for communication sites located on similar Crown Land (the "Provincial Policies"); and
• during each subsequent five year period over the term of this license (a "Subsequent Fee Period"), the License shall pay to the Owner on each annual anniversary of the Commencement Date a sum equal to the greatest of:
  • the annual license fee for the immediately preceding year;
  • the amount which would be payable on that date under the then-existing Provincial Policies; or
  • the annual fair market rent for the Subsequent Fee Period, if that annual fair market rent has been determined:
    1. by written agreement between the Owner and the License prior to the Subsequent Fee Period; or
    2. pursuant to the dispute resolution process set out in Article 10, invoked by the Owner or the License prior to the Subsequent Fee Period.

3.2 In this Article, "annual fair market rent" means the fee which a willing licensee at arm's length from the Owner would pay to the Owner in respect of the Land excluding any allocation of value to any fixtures or improvements located on the Land:

• belonging to the License; or
• not available for use by the License.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay the license fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by the giving of notice to the Licensee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged that relate to the Land or any of the License's improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (k), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this license;
• to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License, or
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land
• and the Owner may add the amount of such losses, damages, costs and liabilities to the Fee and the amount so added shall be payable to the Owner immediately, but not for an action against the Owner based on nuisance or the rule Rylands v. Fletcher unless the License was negligent;
• to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land at any time to examine its condition;
• to use and occupy the Land in accordance with the provisions of this license including those set forth in the schedule attached and entitled "Special Provisos";
• on the expiration or at the earlier cancellation of this license:
  • to quit peaceably and deliver possession of the Land to the Owner,
  • to remove from the Land all above-ground buildings, machinery, plant equipment and apparatus and all other improvements to or things on the Land erected or placed on the Land by the License, and
  • to restore the surface of the Land to the satisfaction of the Owner acting reasonably,
    
    and to the extent necessary, this covenant shall survive the expiration or cancellation of this license;
• to effect and keep in force during the term insurance protecting the Owner and the License (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land to an amount not less than $1,000,000.00; provided, except, that the Owner may, in its sole discretion, waive the requirements of this subsection on the delivery to the Owner of evidence that the License is self insured;
• notwithstanding subsection (k), the Owner may from time to time notify the License that the amount of insurance posted by the License pursuant to that subsection be changed and the License shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (k) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the License is self-insuring this section shall not apply; and
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Land under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Land, in accordance with Section 9.3;
• on request of the Owner, to provide the Owner an inventory of communication uses sufficient to allow the calculation of fees under the Provincial Policies.

Article 5: Assignment

5.1 The Licensee shall not assign this license or grant a sublicense of any part of the Land without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner, assign its interest in all or a part of the Land to an affiliate (as defined in the Company Act, RSBC 1996) of the License provided that the License gives written notice of any such change at least 120 days prior to the next anniversary date of the term of this license.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this license.

Article 6: Cancellation

6.1 If the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout;

then the Owner may cancel this license and, notwithstanding subsection 4.1 (j), any fixtures to the Land shall become, at the discretion of the Owner, the property of the Owner.

6.2 If this license is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent, is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this license and the rights herein granted.

6.3 If the License ceases to use the Land for the purposes permitted herein and the License does not recommence its use of the Land within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel this license and the rights herein granted.

6.4 If the Owner requires a portion of the Land for a public purpose, the Owner may, in accordance with section 6.5 and on 180 days written notice to the License, cancel this license and the rights herein granted with respect to no more than 5% of the whole of the Land.

6.5 Concurrently with the notice referred to in section 6.4, the Owner will give the License written notice that the Owner will, at its cost, relocate the License's structures and improvements that are materially affected by the cancellation in Section 6.4 to a different location on the Land or to a location on other land immediately adjacent to the Land (the "New Location"). The New Location must, in the reasonable opinion of the License, be of sufficient size to accommodate the License's structures and improvements and be equally suitable for the purposes of the License. The Owner will pay for any reasonable costs of moving the License and its structures and improvements to the New Location. If the License's structures and improvements cannot be moved to the New Location, the Owner will pay to the License the reasonable costs of constructing new improvements on the New Location. As full compensation for all other costs, expenses and damages that the License may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment, and failing agreement, the matter shall be referred to arbitration pursuant to Article 10. All other terms and conditions of this license will apply to the New Location for the balance of the original term.

6.6 The Licensee may deliver a written notice to the Owner cancelling this license and thereafter the license and the rights herein granted will terminate 180 days after the date of receipt by the Owner of such written notice.

6.7 Notwithstanding subsection 4.1 (j), any building, machinery, plant, equipment and apparatus, or other improvements to the Land (collectively, the "Improvements") that remain unremoved from the Land:

• upon the cancellation of this license pursuant to section 6.1, section 6.4 or section 6.6; or
• thirty days after the expiration of this license or the cancellation of this license pursuant to section 6.2 or section 6.3 (provided that if further time is reasonably required because of the nature of the Improvements or because of other constraints beyond the control of the License, including weather, and provided that the License is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this license),

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.8 If the Owner elects to assume ownership of any above-ground Improvements pursuant to section 6.7, the Owner may remove them from the Land and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.9 The rights of the Owner under section 6.7 and section 6.8 shall be deemed to survive the expiration or earlier cancellation of this license.

Article 7: Security

7.1 The security in the sum of $ • and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this license shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. The Owner may, in its sole discretion, waive the requirements of this section.

7.2 If the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this license.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1, the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that while Security is waived under section 7.1, this section shall not apply.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this license, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the License, as the case may be, at the addresses specified for each on the first page of this license, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. If there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this license and after another address has been specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the License requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the License.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This license shall not entitle the License to exclusive possession of the Land and the Owner may, for any purpose, grant to others interests in the Land or rights to enter on or use or occupy the Land, or may otherwise authorize other persons to enter on or use or occupy the Land, so long as the grant or authorization does not materially affect the exercise of the License's rights hereunder. The question of whether a grant materially affects the exercise of the License's rights hereunder shall be determined by the Owner acting reasonably. If the Owner, by written instrument, grants a license, right or interest to others to use or occupy the Land, such grant will contain a provision identical to subsection 4.1 (g) of this license obligating the new grantee to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner.

9.4 The terms and provisions of this license shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this license or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11: Interpretation

11.1 In this license, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this license are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this license or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts and sections of this license shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this license as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Special Provisos Schedule

Special Provisos:

1. The Licensee shall comply with the provisions of his Radio Station License issued by Communications Canada and any subsequent amendments to that license.
2. The Licensee shall inform the Owner of any amendments to his Radio Station License.

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License a license to enter on and use the Land for the purpose of conducting forestry related studies, tests and experiments.

Article 2: Duration

2.1 The duration of the license and the rights herein granted shall be for a term of 20 years commencing on the _________day of______ , 199   (the "Commencement Date") unless cancelled in accordance with Article 6.

2.2 Notwithstanding anything to the contrary in this license, so long as:

• the License is not in default of any of the material terms or conditions of this license; and
• the License has given the Owner, not more than • days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new license to enter on and use the Land

the Owner may agree to offer a new license to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of 60 days from the date of receipt of the notice from the Owner to accept a new license to enter on and use the Land by executing the new license contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner a license fee of $1.00 for the entire term.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged that relate to the Land or any of the License's improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (j), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this license;
• to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License, or
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land
    
    and the amount of such losses, damages, costs and liabilities shall be payable to the Owner immediately;
• to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land at any time to examine its condition;
• to use and occupy the Land in accordance with the provisions of this license including those set forth in the schedule attached and entitled "Special Provisos";
• on the expiration or at the earlier cancellation of this license:
  • to quit peaceably and deliver possession of the Land to the Owner,
  • to remove from the Land all above-ground buildings, machinery, plant, equipment and apparatus and all other improvements to or things on the Land erected or placed on the Land by the License, and
  • to restore the surface of the Land to the satisfaction of the Owner acting reasonably
    
    and to the extent necessary, this covenant shall survive the expiration or cancellation of this license;
• to effect, and keep in force during the term, insurance protecting the Owner and the License (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land to an amount not less than $1,000,000.00; except that so long as the License is Her Majesty the Queen in Right of the Province of British Columbia or a British Columbia crown corporation, the Owner will waive the requirements of this subsection on the delivery to the Owner of confirmation that the License is self insured;
• notwithstanding subsection (j), the Owner may from time to time notify the License that the amount of insurance posted by the License pursuant to that subsection be changed and the License shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (j), to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the License is self-insuring this section shall not apply; and
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Land under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Land, in accordance with Section 9.3.

Article 5: Assignment

5.1 The Licensee shall not assign this license or grant a sublicense of any part of the Land without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner, assign its interest in all or a part of the Land to a British Columbia crown corporation provided that the License gives written notice of any such change at least 120 days prior to the next anniversary date of the term of this license.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this license.

Article 6: Cancellation

6.1 If the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout;

then the Owner may cancel this license and, notwithstanding subsection (i) of section 4.1, any fixtures to the Land shall become, at the discretion of the Owner, the property of the owner.

6.2 If this license is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent, is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this license and the rights herein granted.

6.3 If the License ceases to use the Land for the purposes permitted herein and the License does not recommence its use of the Land within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel this license and the rights herein granted.

6.4 The Licensee may deliver a written notice to the Owner cancelling this license and thereafter the license and the rights herein granted will terminate 180 days after the date of receipt by the Owner of such written notice.

6.5 Notwithstanding subsection 4.1 (i), any building, machinery, plant, equipment and apparatus, or other improvements to the Land (collectively, the "Improvements") that remain unremoved from the Land:

• upon the cancellation of this license pursuant to section 6.1, or section 6.4; or
• thirty days after the expiration or cancellation of this license pursuant to section 6.2 or section 6.3 (provided that if further time is reasonably required because of the nature of the Improvements or because of other constraints beyond the control of the License, including weather, and provided that the License is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this license)

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.6 If the Owner elects to assume ownership of any above-ground Improvements pursuant to section 6.5, the Owner may remove them from the Land and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.7 The rights of the Owner under section 6.5 and section 6.6 shall be deemed to survive the expiration or earlier cancellation of this license.

Article 7: Security

7.1 The security in the sum of $1.00 and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this license shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. So long as the License is Her Majesty the Queen in Right of the Province of British Columbia or a British Columbia crown corporation, the Owner will waive the requirements of this section.

7.2 If the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this license.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1 the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that while Security is waived under section 7.1, this section shall not apply.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this license, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the License, as the case may be, at the addresses specified for each on the first page of this license, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. If there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this license and after another address has been specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the License requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the License.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This license shall not entitle the License to exclusive possession of the Land and the Owner may, for any purpose, grant to others interests in the Land or rights to enter on or use or occupy the Land, or may otherwise authorize other persons to enter on or use or occupy the Land, so long as the grant or authorization does not materially affect the exercise of the License's rights hereunder. The question of whether a grant materially affects the exercise of the License's rights hereunder shall be determined by the Owner acting reasonably. If the Owner, by written instrument, grants a license, right or interest to others to use or occupy the Land, such grant will contain a provision identical to subsection 4.1 (f) of this license obligating the new grantee to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner.

9.4 The terms and provisions of this license shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this license or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11 – Interpretation

11.1 In this license, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this license are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this license or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts and sections of this license shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this license as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Special Provisos Schedule

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License a license to enter on and use the Land for the purpose of constructing, installing, erecting, maintaining, repairing and replacing any physical infrastructure shown in the Sketch Plan forming part of the Legal Description Schedule (the "Works") and to use the Works for operating a hydrometric station and cable-crossing.

Article 2: Duration

2.1 The duration of the license and the rights herein granted shall be for a term of 20 years commencing on the__________day of_______ , 199   (the "Commencement Date") unless cancelled in accordance with the terms hereof.

2.2 Notwithstanding anything to the contrary in this license, so long as:

• the License is not in default of any of the material terms of conditions of this license, and
• the License has given the Owner, not more than • days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new license of the Land,

the Owner may agree to offer a new license to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of sixty (60) days from the date of receipt of the notice from the Owner to accept a new licence of the Land by executing the new license contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner a license fee during the term of this license, in advance, as follows:

• during each year of the first five years of the term of this license (the "Initial Fee Period"), the License shall pay to the Owner:
  • on the Commencement Date, the sum of $200.00; and
  • on each annual anniversary of the Commencement Date during the "Initial Fee Period", a sum equal to the greater of:
    1. the annual license fee for the immediately preceding year; or
    2. the annual fair market rent; and
• during each year of each subsequent five year period over the term of this license (the"Subsequent Fee Period"), the License shall pay to the Owner on each annual anniversary of the Commencement Date a sum equal to the greater of:
  • the annual license fee for the immediately preceding year; or
  • the annual fair market rent for the Subsequent Fee Period, if the annual fair market rent has been determined:
    1. by written agreement between the Owner and the License prior to the Subsequent Fee Period; or
    2. pursuant to the dispute resolution process set out in Article 10, invoked by the Owner or the License prior to the Subsequent Fee Period.

3.2 In this Article, "annual fair market rent" means the fee which a willing licensee at arm's length from the Owner would pay to the Owner in respect of the Land excluding any allocation of value to any fixtures or improvements located on the Land:

• belonging to the License; or
• not available for use by the License.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay the license fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by the giving of notice to the Licensee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged which relate to the Land or any of the License's (or any sublicensee's of the License) improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (k), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this license;
• subject to the Crown Liability and Proceedings Act (Canada) and the Financial Administration Act (Canada), to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License; and
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land,
    
    and the Owner may add the amount of such losses, damages, costs and liabilities to the Fee and the amount so added shall be payable to the Owner immediately.
• to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land at any time to examine its condition;
• to use and occupy the Land in accordance with the provisions of this license including those set forth in the schedule attached and entitled "Special Provisos";
• on the expiration or at the earlier cancellation of this license:
  • to quit peaceably and deliver possession of the Land to the Owner,
  • to remove from the Land all buildings, machinery, plant, equipment and apparatus and all other improvements to or things on the Land erected or placed on the Land by the License; and
  • to restore the surface of the Land to the satisfaction of the Owner acting reasonably,
    
    and to the extent necessary, this covenant shall survive the expiration or cancellation of this license;
• to effect and keep in force during the term insurance protecting the Owner and the License (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land to an amount not less than $1,000,000.00; provided, however, that so long as the License is Her Majesty the Queen in right of Canada or a Canada Crown corporation the Owner will waive the requirements of this subsection on the delivery to the Owner of evidence that the Licensee is self insured;
• notwithstanding subsection (k), the Owner may from time to time notify the License that the amount of insurance posted by the License pursuant to that subsection be changed and the License shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (k) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the License is self-insuring this section shall not apply; and
• not to interfere with the activities of any other person to enter on and use the Land under a subsequent right or interest granted by the Owner in accordance with section 9.3.

Article 5: Assignment

5.1 The Licensee shall not assign this license or grant a sublicense of any part of the Land without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner assign its interest in all or part of the Land to a Canada crown corporation provided that the License gives written notice of any such change, at least 120 days prior to the next anniversary date of the term of this license.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this licence.

Article 6: Cancellation

6.1 In the event that the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or:
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout

then, and in any such case, the Owner may cancel this license and, notwithstanding subsection (j) of section 4.1, any fixtures to the Land shall become, at the discretion of the Owner, the property of the Owner.

6.2 In the event that this license is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent or is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this license and the rights herein granted.

6.3 In the event that the License ceases to use the Land for the purposes permitted herein and the License does not recommence its use of the Land within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel this license and the rights herein granted.

6.4 In the event that the Owner requires a portion of the Land for a public purpose, the Owner may, in accordance with section 6.5 and on 180 days written notice to the License, cancel this license and the rights herein granted with respect to no more than 5% of the whole of the Land.

6.5 Concurrently with the notice referred to in section 6.4, the Owner will give the licensee written notice that the Owner will, at its cost, relocate the License's structures and improvements which are materially affected by the cancellation in Section 6.4 to a different location on the Land or to a location on other land immediately adjacent to the Land (the "New Location"). The New Location must, in the reasonable opinion of the License, be of sufficient size to accommodate the License's structures and improvements and be equally suitable for the purposes of the License. The Owner will pay for any reasonable costs of moving the License and its structures and improvements to the New Location. If the Licensee's structures and improvements cannot be moved to the New Location, the Owner will pay to the License the reasonable costs of constructing new improvements on the New Location. As full compensation for all other costs, expenses and damages which the License may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to arbitration pursuant to Article 10. All other terms and conditions of this license will apply to the New Location for the balance of the original term.

6.6 The Licensee may deliver a written notice to the Owner cancelling this license and thereafter the license and the rights herein granted will terminate 180 days after the date of receipt by the Owner of such written notice.

6.7 Notwithstanding subsection (j) of section 4.1, any buildings, machinery, plant, equipment and apparatus and all other improvements to the Land (collectively, the "Improvements") that remain unremoved from the Land:

• upon cancellation of this license pursuant to section 6.1, section 6.4 or section 6.6; or
• thirty days after the expiration or cancellation of this license pursuant to section 6.2 or section 6.3 (provided that if further time is reasonably required because of the nature of the Improvements or because of other constraints beyond the control of the License, including weather, and provided that the License is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this license)

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.8 If the Owner elects to assume ownership of any Improvements pursuant to section 6.7, the Owner may remove them from the Land and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.9 The rights of the Owner under section 6.7 and section 6.8 shall be deemed to survive the expiration or earlier cancellation of this license.

Article 7: Security

7.1 The security in the sum of $ • and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this license shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. So long as the License is Her Majesty the Queen in right of Canada or a Canada crown corporation, the Owner will waive the requirements of this subsection.

7.2 In the event the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this license.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1, the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that when no Security is required under section 7.1, this section shall not apply.

Article 8: Notice

8.1 Where service of a notice or a document is required under this license, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner and the License at the addresses specified for each on the first page of this license, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. Provided that if there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this license and after another address is specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the License requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the Licensee.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This license shall not entitle the License to exclusive possession of the Land and the Owner may grant to others rights to use or interests in the Land for any purpose other than that permitted herein, so long as the grant does not materially affect the exercise of the License's rights hereunder. The question of whether a grant materially affects the exercise of the License's rights hereunder shall be determined by the Owner acting reasonably.

9.4 The terms and provisions of this license shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this license or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations, either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties and if the dispute does not involve a question of public law, the dispute shall be referred to and resolved by arbitration in accordance with sections 10.5 to 10.9.

10.5 Unless the parties otherwise agree, the arbitration shall be conducted by a single arbitrator. The arbitrator shall be chosen by the parties; if they fail to agree on this choice within four (4) weeks following the commencement of their discussion, then either party may request the British Columbia International Commercial Arbitration Centre or such other organization or person agreed to by the parties in writing, to select an arbitrator. The arbitrator chosen shall be independent, impartial and competent.

10.6 The arbitrator shall render his decision in writing within thirty (30) days after the completion of the arbitration or if thirty (30) days is insufficient, then within such further time as is reasonable.

10.7 The arbitration shall be governed by the Commercial Arbitration Code referred to in the Commercial Arbitration Act (Canada) and except as provided in the Commercial Arbitration Code, the determination and award of the arbitration shall be final and binding on both parties.

10.8 The arbitration shall take place in the Province of British Columbia, at a location as the parties may agree and, failing agreement, at a location as the arbitrator may decide.

10.9 During the arbitration, the parties shall continue to perform their obligations under the license. It is not incompatible with this arbitration agreement for a party to request from a court, before or during the arbitration proceedings, an interim measure of protection and for a court to grant such measure.

Article 11: Interpretation

11.1 In this license, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this license are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this license or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts or sections, as the case may be, shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this license as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Special Provisos Schedule

1. The Licensee may clear the Land and keep it cleared of all or any part of trees, growth, buildings or obstructions now or hereafter on the Land which might interfere with or obstruct the construction, erection, operation, maintenance, removal or replacement of the Works pursuant to this agreement.
2. Despite subsection 4.1 (j) and section 6.7, at the expiration or cancellation of this license, the License may leave on the Land any concrete foundation for the Works.

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License a license to enter on and use the Land for the purpose of constructing, installing, erecting, maintaining, operating, repairing and replacing a marine navigation aid.

Article 2: Duration

2.1 The duration of the license and the rights herein granted shall be for a term of 20 years commencing on the ________ day of ______ , 199  (the "Commencement Date") unless cancelled in accordance with the terms hereof.

2.2 Notwithstanding anything to the contrary in this licence, so long as:

• the License is not in default of any of the material terms of conditions of this licence, and
• the License has given the Owner, not more than _______ days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new licence of the Land,

the Owner may agree to offer a new licence to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of sixty (60) days from the date of receipt of the notice from the Owner to accept a new licence of the Land by executing the new licence contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner a license fee of $1.00 on the Commencement Date for the entire term of this license.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay the license fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by the giving of notice to the Licensee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged which relate to the Land or any of the License's (or any sublicensee's of the License) improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (k), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this license;
• subject to the Crown Liability and Proceedings Act (Canada) and the Financial Administration Act (Canada), to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License; and
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land,
    
    and the Owner may add the amount of such losses, damages, costs and liabilities to the Fee and the amount so added shall be payable to the Owner immediately;
• to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land at any time to examine its condition;
• to use and occupy the Land in accordance with the provisions of this license including those set forth in the schedule attached and entitled "Special Provisos";
• on the expiration or at the earlier cancellation of this license:
  • to quit peaceably and deliver possession of the Land to the Owner,
  • to remove from the Land all buildings, machinery, plant equipment and apparatus and all other improvements to or things on the Land erected or placed on the Land by the License; and
  • to restore the surface of the Land to the satisfaction of the Owner acting reasonably,
    
    and to the extent necessary, this covenant shall survive the expiration or cancellation of this license;
• to effect and keep in force during the term insurance protecting the Owner and the License (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land to an amount not less than $1,000,000.00; provided, however, that so long as the License is Her Majesty the Queen in right of Canada or a Canada Crown corporation, the Owner will waive the requirements of this subsection on the delivery to the Owner of evidence that the License is self insured;
• notwithstanding subsection (k), the Owner may from time to time notify the License that the amount of insurance posted by the License pursuant to that subsection be changed and the License shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (k) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the License is self-insuring this section shall not apply; and
• not to interfere with the activities of any other person to enter on and use the Land under a subsequent right or interest granted by the Owner in accordance with Section 9.3.

Article 5: Assignment

5.1 The Licensee shall not assign this license or grant a sublicense of any part of the Land without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner assign its interest in all or a part of the Land to a Canada crown corporation provided that the License gives written notice of any such change, at least 120 days prior to the next anniversary date of the term of this license.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this licence.

Article 6: Cancellation

6.1 In the event that the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout;

then, and in any such case, the Owner may cancel this license and, notwithstanding subsection (j) of section 4.1, any fixtures to the Land shall become, at the discretion of the Owner, the property of the Owner.

6.2 In the event that this license is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent or is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this license and the rights herein granted.

6.3 In the event that the License ceases to use the Land for the purposes permitted herein and the License does not recommence its use of the Land within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel this license and the rights herein granted.

6.4 In the event that the Owner requires a portion of the Land for a public purpose, the Owner may, in accordance with section 6.5 and on 180 days written notice to the License, cancel this license and the rights herein granted with respect to no more than 5% of the whole of the Land.

6.5 Concurrently with the notice referred to in section 6.4, the Owner will give the licensee written notice that the Owner will, at its cost, relocate the License's structures and improvements which are materially affected by the cancellation in Section 6.4 to a different location on the Land or to a location on other land immediately adjacent to the Land (the "New Location"). The New Location must, in the reasonable opinion of the License, be of sufficient size to accommodate the License's structures and improvements and be equally suitable for the purposes of the License. The Owner will pay for any reasonable costs of moving the License and its structures and improvements to the New Location. If the License's structures and improvements cannot be moved to the New Location, the Owner will pay to the License the reasonable costs of constructing new improvements on the New Location. As full compensation for all other costs, expenses and damages which the License may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to arbitration pursuant to Article 10. All other terms and conditions of this license will apply to the New Location for the balance of the original term.

6.6 The Licensee may deliver a written notice to the Owner cancelling this license and thereafter the license and the rights herein granted will terminate 180 days after the date of receipt by the Owner of such written notice.

6.7 Notwithstanding subsection (j) of section 4.1, any buildings, machinery, plant, equipment and apparatus and all other improvements to the Land (collectively, the "Improvements") that remain unremoved from the Land:

• upon the cancellation of this license pursuant to section 6.1, section 6.4 or section 6.6; or
• thirty days after the expiration or cancellation of this license pursuant to section 6.2 or section 6.3 (provided that if because of the nature of the Improvements or because of other constraints beyond the control of the License, including weather, and provided that the License is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this license)

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.8 If the Owner elects to assume ownership of any Improvements pursuant to section 6.7, the Owner may remove them from the Land and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.9 The rights of the Owner under section 6.7 and section 6.8 shall be deemed to survive the expiration or earlier cancellation of this license.

Article 7: Security

7.1 The security in the sum of______$ and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this license shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. So long as the License is Her Majesty in right of Canada or a Canada crown corporation, the Owner will waive the requirements of this subsection.

7.2 In the event the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this license.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1 the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that when no Security is required under section 7.1 this section shall not apply.

Article 8: Notice

8.1 Where service of a notice or a document is required under this license, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner and the License at the addresses specified for each on the first page of this license, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. Provided that if there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this license and after another address is specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the License requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the Licensee.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This license shall not entitle the License to exclusive possession of the Land and the Owner may grant to others rights to use or interests in the Land for any purpose other than that permitted herein, so long as the grant or authorization does not materially affect the exercise of the Licensee's rights hereunder. The question of whether a grant materially affects the exercise of the Licensee's rights hereunder shall be determined by the Owner acting reasonably. If the Owner, by written instrument, grants a license, right or interest to others to use or occupy the Land, such grant will contain a provision identical to subsection 4.1 (g) of this license obligating the new grantee to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner.

9.4 The terms and provisions of this license shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this licence or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations, either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties and if the dispute does not involve a question of public law, the dispute shall be referred to and resolved by arbitration in accordance with sections 10.5 to 10.9.

10.5 Unless the parties otherwise agree, the arbitration shall be conducted by a single arbitrator. The arbitrator shall be chosen by the parties; if they fail to agree on this choice within four (4) weeks following the commencement of their discussion, then either party may request the British Columbia International Commercial Arbitration Centre or such other organization or person agreed to by the parties in writing, to select an arbitrator. The arbitrator chosen shall be independent, impartial and competent.

10.6 The arbitrator shall render his decision in writing within thirty (30) days after the completion of the arbitration or if thirty (30) days is insufficient, then within such further time as is reasonable.

10.7 The arbitration shall be governed by the Commercial Arbitration Code referred to in the Commercial Arbitration Act (Canada) and except as provided in the Commercial Arbitration Code, the determination and award of the arbitration shall be final and binding on both parties.

10.8 The arbitration shall take place in the Province of British Columbia, at a location as the parties may agree and, failing agreement, at a location as the arbitrator may decide.

10.9 During the arbitration, the parties shall continue to perform their obligations under the license. It is not incompatible with this arbitration agreement for a party to request from a court, before or during the arbitration proceedings, an interim measure of protection and for a court to grant such measure.

Article 11: Interpretation

11.1 In this license, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this license are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this license or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts or sections, as the case may be, shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this license as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Special Provisos Schedule

Special Provisos:

1. The Licensee may clear the Land and keep it cleared of all or any part of trees, growth, buildings or obstructions now or hereafter on the Land which might interfere with or obstruct the construction, erection, operation, maintenance, removal or replacement of the Navigational Light.
2. Despite subsection 4.1 (j) and section 6.7, at the expiration or cancellation of this License, the License may leave on the Land any concrete foundation for the Navigational Light.

Article 1: Grant of License

1.1 The Owner, on the terms set forth herein, hereby grants to the License a license to enter on and use the Land for the purpose of constructing, maintaining, repairing, replacing, removing and operating for communication purposes any building, road, antennae, pole, cable, strand, powerline or other physical infrastructure shown in the site plan forming part of the Legal Description Schedule (the "Civil Infrastructure").

Article 2: Duration

2.1 The duration of the license and the rights herein granted shall be for a term of 20 years commencing on the _______ day of _______ , 199  (the "Commencement Date") unless cancelled in accordance with Article 6.

2.2 Notwithstanding anything to the contrary in this license, so long as:

• the License is not in default of any of the material terms or conditions of this license; and
• the License has given the Owner, not more than • days prior to the expiration of the term herein granted, notice in writing of the License's wish to re-apply for a new license to enter on and use the Land

the Owner may agree to offer a new license to the License by notice to the License, in writing, on the terms and conditions determined by the Owner and contained in the notice. The Licensee shall have a period of 60 days from the date of receipt of the notice from the Owner to accept a new license to enter on and use the Land by executing the new license contained in the notice and delivering it to the Owner.

Article 3: License Fee

3.1 The Licensee shall pay to the Owner an annual license fee during the term of this license, in advance, as follows:

• during the first five years of the term of this license (the "Initial Fee Period"), the License shall pay to the Owner:
  • on the Commencement Date, the sum of $500.00; and
  • on each annual anniversary of the Commencement Date during the "Initial Fee Period", a sum equal to the greater of:
    1. the annual license fee for the immediately preceding year; or
    2. the amount which would be payable on that date under the then-existing policies of the Province of British Columbia with respect to the payment of rent for communication sites located on similar Crown Land (the "Provincial Policies"); and
• during each subsequent five year period over the term of this license (a "Subsequent Fee Period"), the License shall pay to the Owner on each annual anniversary of the Commencement Date a sum equal to the greatest of:
  • the annual license fee for the immediately preceding year,
  • the amount which would be payable on that date under the then-existing Provincial Policies, or
  • the annual fair market rent for the Subsequent Fee Period, if that annual fair market rent has been determined:
    1. by written agreement between the Owner and the License prior to the Subsequent Fee Period; or
    2. pursuant to the dispute resolution process set out in Article 10, invoked by the Owner or the License prior to the Subsequent Fee Period.

3.2 In this Article, "annual fair market rent" means the fee which a willing licensee at arm's length from the Owner would pay to the Owner in respect of the Land excluding any allocation of value to any fixtures or improvements located on the Land:

• belonging to the License; or
• not available for use by the License.

Article 4: Covenants of the License

4.1 The Licensee covenants with the Owner:

• to pay the license fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by the giving of notice to the Licensee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged that relate to the Land or any of the Licensee's improvements thereon (the "Realty Taxes") that the License is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the License is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (k), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the License required to be observed by the License pursuant to this license;
• to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this license by the License, or
  • any personal injury, death or property damage arising out of the License's use and occupation of the Land
• and the Owner may add the amount of such losses, damages, costs and liabilities to the Fee and the amount so added shall be payable to the Owner immediately;
• to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the License;
• to permit the Owner or its authorized representative to enter upon the Land at any time to examine its condition;
• to use and occupy the Land in accordance with the provisions of this license including those set forth in the schedule attached and entitled "Special Provisos";
• on the expiration or at the earlier cancellation of this license:
  • to quit peaceably and deliver possession of the Land to the Owner,
  • to remove from the Land all above-ground buildings, machinery, plant equipment and apparatus and all other improvements to or things on the Land erected or placed on the Land by the License, and
  • to restore the surface of the Land to the satisfaction of the Owner acting reasonably,
    
    and to the extent necessary, this covenant shall survive the expiration or cancellation of this license;
• to effect and keep in force during the term insurance protecting the Owner and the Licensee (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land to an amount not less than $1,000,000.00; except, however, that the Owner may, in its sole discretion, waive the requirements of this subsection on the delivery to the Owner of evidence that the License is self insured;
• notwithstanding subsection (k), the Owner may from time to time notify the Licensee that the amount of insurance posted by the Licensee pursuant to that subsection be changed and the Licensee shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (k) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the Licensee is self-insuring this section shall not apply; and
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Land under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Land, in accordance with Section 9.3; and
• on request of the Owner, to provide to the Owner an inventory of communication uses sufficient to allow the calculation of fees under the Provincial Policies.

Article 5: Assignment

5.1 The Licensee shall not assign this license or grant a sublicense of any part of the Land without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

5.2 Notwithstanding section 5.1, the License may, without the prior written consent of the Owner, assign its interest in all or a part of the Land to an affiliate (as defined in the Company Act, RSBC 1996) of the License provided that the License gives written notice of any such change at least 120 days prior to the next anniversary date of the term of this license.

5.3 No assignment or sublicensing pursuant to sections 5.1 or 5.2, nor the Owner's consent thereto, will relieve the License from the observance and performance of the License's obligations contained in this license.

Article 6: Cancellation

6.1 If the License fails to observe or perform any term contained herein, and such failure continues after the giving of the written notice by the Owner to the License of the nature of the failure for a period of:

• 30 days; or
• 150 days, if the failure because of its nature would reasonably require more than 30 days to cure, and provided that the License is proceeding diligently and continuously to cure the failure throughout;

then the Owner may cancel this license and, notwithstanding subsection 4.1 (j), any fixtures to the Land shall become, at the discretion of the Owner, the property of the Owner.

6.2 If this license is taken in execution or attachment by any person, or the License commits an act of bankruptcy, becomes insolvent, is petitioned into bankruptcy or voluntarily enters into an arrangement with his creditors, the Owner may, on 90 days written notice to the License, cancel this license and the rights herein granted.

6.3 If the License ceases to use the Land for the purposes permitted herein and the License does not recommence its use of the Land within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel this license and the rights herein granted.

6.4 If the Owner requires a portion of the Land for a public purpose, the Owner may, in accordance with section 6.5 and on 180 days written notice to the Licensee, cancel this license and the rights herein granted with respect to the whole or any part of the Land.

6.5 Concurrently with the notice referred to in section 6.4, the Owner will give the License written notice that the Owner will, at its cost, relocate the Licensee's structures and improvements that are materially affected by the cancellation in Section 6.4 to a different location on the Land or to a location on other land in the vicinity of the Land (the "New Location"). The New Location must, in the reasonable opinion of the License, be of sufficient size to accommodate the Licensee's structures and improvements and be equally suitable for the purposes of the License. The Owner will pay for any reasonable costs of moving the License and its structures and improvements to the New Location. If the Licensee's structures and improvements cannot be moved to the New Location, the Owner will pay to the License the reasonable costs of constructing new improvements on the New Location. As full compensation for all other costs, expenses and damages that the Licensee may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to arbitration pursuant to Article 10. All other terms and conditions of this license will apply to the New Location for the balance of the original term.

6.6 The Licensee may deliver a written notice to the Owner cancelling this license and thereafter the license and the rights herein granted will terminate 180 days after the date of receipt by the Owner of such written notice.

6.7 Notwithstanding subsection 4.1 (j), any building, machinery, plant, equipment, apparatus or other improvements to the Land (collectively, the "Improvements") that remains unremoved from the Land:

• upon the cancellation of this license pursuant to section 6.1, section 6.4 or section 6.6; or
• thirty days after the expiration of this license or the cancellation of this license pursuant to section 6.2 or section 6.3 (provided that if further time is reasonably required because of the nature of the Improvements or because of other constraints beyond the control of the Licensee, including weather, and provided that the Licensee is proceeding diligently and continuously to remove such Improvements, the 30 day time for removal will be extended to 150 days after the expiration or cancellation of this license),

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.8 If the Owner elects to assume ownership of any Improvements pursuant to section 6.7, the Owner may remove them from the Land and the License shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.9 The rights of the Owner under section 6.7 and section 6.8 shall be deemed to survive the expiration or earlier cancellation of this license.

Article 7: Security

7.1 The security in the sum of $ • and all rights, privileges, benefits and interests accruing thereto delivered by the License to the Owner (herein called the "Security") to guarantee the performance of the License's obligations under this license shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. The Owner may, in its sole discretion, waive the requirements of this section.

7.2 In the event the License defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this license.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1, the Owner may, acting reasonably, from time to time by notice to the License, demand the amount to be changed to that specified in a notice and the License shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that while Security is waived under section 7.1, this section shall not apply.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this license, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the License, as the case may be, at the addresses specified for each on the first page of this license, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. If there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this license and after another address has been specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the Licensee requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the Licensee.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This license shall not entitle the License to exclusive possession of the Land and the Owner may, for any purpose, grant to others interests in the Land or rights to enter on or use or occupy the Land, or may otherwise authorize other persons to enter on or use or occupy the Land, so long as the grant or authorization does not materially affect the exercise of the Licensee's rights hereunder. The question of whether a grant materially affects the exercise of the Licensee's rights hereunder shall be determined by the Owner acting reasonably. If the Owner, by written instrument, grants a license, right or interest to others to use or occupy the Land, such grant will contain a provision identical to subsection 4.1 (g) of this license obligating the new grantee to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner.

9.4 The terms and provisions of this license shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this license or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11: Interpretation

11.1 In this license, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this license are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this license or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts and sections of this license shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this license as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

Article 1: Grant of Permit

1.1 The Owner, on the terms set forth therein, hereby grants to the Permittee a permit to occupy the Land for the purpose of constructing, reconstructing, replacing, maintaining and operating thereon works necessary for the conveyance of water from __________________(watercourse) to __________________(legal description) ("the Appurtenant Property"), in accordance with British Columbia Conditional Water Licence ____________________ ("the Water Licence") and for the purposes specified in the Water Licence on the date of this Agreement (the "Commencement Date").

Article 2: The Land

2.1 The Land that is authorized to be occupied under this permit is described in the Schedule attached and entitled "Legal Description".

Article 3: Timber Cutting

3.1 The Permittee may cut and remove from the Land any timber, shrubs or foliage necessary to permit the construction, reconstruction, replacement, maintenance and operation of the works referred to in section 1.1, provided that prior to the cutting or removal of any timber, the Permittee will apply for and obtain from the Owner a timber licence under which the Owner, acting reasonably, may determine the amount of compensation which the Permittee will pay to the Owner in respect of trees that are cut, removed, damaged, or destroyed by the Permittee.

Article 4: Permit Fee

4.1 On the Commencement Date and on each anniversary of the Commencement Date, the Permittee shall pay to the Owner a permit fee ("the Annual Permit Fee") in accordance with this Article.

4.2 On the Commencement Date, the Annual Permit Fee is $6.00.

4.3 The Owner may at any time and in its discretion revise the Annual Permit Fee by giving notice to the Permittee in accordance with Article 8, but the Owner shall not at any time increase the Annual Permit Fee above the rental charged by British Columbia at that time for a similar permit to occupy Crown land.

Article 5: Covenants of the Permittee

5.1 The Permittee covenants with the Owner:

• to pay the Annual Permit Fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by giving notice to the Permittee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged which relate to the Land or any improvements of the Permittee thereon (the "Realty Taxes") which the Permittee is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land or improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land, or do or suffer to be done thereon by the Permittee's employees, contractors, agents, invitees or anyone for whom the Permittee is responsible at law anything that may be or become a nuisance to the Owner or to the occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, receipts or other evidence of payment of Realty Taxes, and other monetary obligations of the Permittee required to be observed by the Permittee pursuant to this permit;
• to indemnify and save the Owner harmless against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this permit by the Permittee, or
  • any personal injury, death or property damage arising out of the Permittee's use and occupation of the Land,
    
    and the Owner may add the amount of such losses, damages, costs and liabilities to the permit fee and the amount so added shall be payable to the Owner immediately;
• with respect to the Permittee's use and occupation of the Land, to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and with respect to the Permittee's use and occupation of the Land, to make clean and sanitary any portion of the Land or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the Permittee;
• on the termination or cancellation of this permit:
  • to quit peaceably and deliver possession of the Land to the Owner,
  • to remove from the Land all above-ground works and other improvements to or things on the Land erected or placed on the Land by the Permittee, and
  • to restore the surface of the Land to a condition satisfactory to the Owner, acting reasonably,
    
    and to the extent necessary, this covenant shall survive the termination or cancellation of this permit; and
• not to interfere with the activities, works or other improvements of any other person who enters on, uses or occupies the Land under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Land, in accordance with Article 9.

Article 6: Appurtenance and Assignment

6.1 This permit is appurtenant to the Appurtenant Property and passes with a conveyance or other disposition of the estate in fee simple to the Appurtenant Property.

6.2 The Permittee shall give written notice to the Owner of any conveyance or other disposition of the estate in fee simple to the Appurtenant Property within 60 days after that conveyance or other disposition.

6.3 Subject to section 6.1, the Permittee shall not assign this permit or grant a subpermit in respect of any part of the Land without the prior written consent of the Owner.

6.4 This permit burdens the Land.

Article 7: Termination and Cancellation

7.1 This permit terminates if the Water Licence terminates, is abandoned or cancelled, or is amended so as to render this permit unnecessary.

7.2 If the Permittee fails to observe or perform any of the covenants, agreements, provisions or conditions contained herein, and such failure continues for a period of 60 days after the giving of the written notice by the Owner to the Permittee of the nature of the failure, the Owner may cancel this permit and the rights herein granted.

7.3 If the Owner requires a portion of the Land for a public purpose, the Owner may, in accordance with section 7.4 and on 180 days written notice to the Permittee, cancel this permit and the rights granted herein with respect to no more than 5% of the whole of the Land.

7.4 Concurrently with the notice referred to in section 7.3, the Owner will give the Permittee written notice that the Owner will, at its cost, relocate the Permittee's works that are materially affected by cancellation under section 7.3 to a different location on the Land or to a location on other land immediately adjacent to the Land ("the New Location"). The New Location must, in the reasonable opinion of the Permittee, be of sufficient size to accommodate the Permittee's works and be equally suitable for the purposes of the Permittee. The Owner will pay for any reasonable costs of moving the Permittee's works to the New Location. If the Permittee's works cannot be moved to the New Location, the Owner will pay to the Permittee the reasonable costs of constructing new works on the New Location. As full compensation for any costs, expenses or damages which the Permittee may incur in connection with the relocation, including disruption and loss of business, the Owner and the Permittee will agree on a lump sum payment and failing agreement, the matter will be referred to arbitration pursuant to Article 10. All other terms and conditions of this permit will apply to the New Location.

7.5 Notwithstanding subsection 5.1 (h), any works or other improvements to the Land that remain unremoved from the Land upon the termination of this permit pursuant to section 7.1 or upon the cancellation of this permit pursuant to section 7.2 shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

7.6 If the Owner elects to assume ownership of any above-ground works or other improvements pursuant to section 7.5, the Owner may remove them from the Land and the Permittee shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

7.7 The rights of the Owner and the obligations of the Permittee under section 7.5 and section 7.6 shall, to the extent necessary, survive the expiration or cancellation of this permit.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this permit, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the Permittee, as the case may be, at the addresses specified for each on the first page of this permit, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this permit and after another address has been specified under this section, notices shall be mailed to that address in accordance with this Article.

8.3 Notwithstanding section 8.1, any written notice to be served or given by the Owner to the Permittee under this permit shall be effectively given or served by posting the same in a conspicuous place on the Land.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the Permittee requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the Permittee.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This permit shall not entitle the Permittee to exclusive use or possession of the Land and the Owner may for any purpose grant to other persons interests in the Land or rights to enter on, use or occupy the Land, or may otherwise authorize other persons to enter on, use or occupy the land, so long as the grant or authorization does not materially affect the exercise of the Permittee's rights hereunder. The question of whether a grant materially affects the exercise of the Permittee's rights hereunder shall be determined by the Owner acting reasonably.

9.4 The terms and provisions of this permit shall extend to, be binding upon and enure to the benefit of the Owner and the Permittee and their successors and permitted assigns.

9.5 The Permittee who conveys or otherwise disposes of the estate in fee simple to the Appurtenant Property (the "Transferor"):

• remains liable for any breach of or non-observance or non-performance of the covenants, agreements, provisions or conditions contained herein that occur before that conveyance or other disposition; but
• if the Transferor obtains and delivers to the Owner within 60 days of the conveyance or other disposition an agreement in the form set out in Schedule "B" and entitled "Acknowledgement of Assignment and Assumption", signed by the Transferor and by the Permittee to whom the estate has been conveyed or otherwise disposed of (the "Transferee"), the Transferor is not liable for any breaches of or non-observance of or non-performance of the covenants, agreements, provisions or conditions contained herein that occur after that delivery.

9.6 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this permit or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11: Interpretation

11.1 In this permit, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this permit are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this permit or any part of a section is found to be illegal or unenforceable, that part and section of this permit shall be considered separate and severable and the remaining parts or sections, as the case may be, shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this permit as of the day and year first above written.

Schedule "A": Legal Description

Schedule "B": Acknowledgement of Assignment and Assumption

This Agreement dated for reference this ____________________ day of ____________________ , ____________________ .

Whereas the Transferor has held a permit (the "Permit of Occupation") granted by the Owner for the occupation of a certain parcel of Nisga'a Lands (the "Land");

And whereas the Permit of Occupation is appurtenant to certain property (the "Appurtenant Property") and passes with the estate in fee simple to the Appurtenant Property;

And whereas the Transferor has conveyed or otherwise disposed of to the Transferee the estate in fee simple to the Appurtenant Property;

Now therefore this agreement witnesses that in consideration of the sums of $1.00, now paid by each party to each of the others, the receipt of sufficiency of which each party hereby acknowledges, and in further consideration of the mutual covenants and agreements herein set out, the parties covenant and agree as follows:

1. In this Agreement:
   "Appurtenant Property" means legal description)________________________________________;
   
   "Land" means (description from permit____________________
   
   "Permit of Occupation" means the permit to occupy the Land granted by the Owner on (effective date of Treaty) __________________________________________, _______
   to the holder of British Columbia Conditional Water Licence ____________________ ;
   
   "Permittee" means the holder of the Permit of Occupation;
   
   "Transfer" means the conveyance or other disposition by the Transferor to the Transferee of the estate in fee simple to the Appurtenant Property on
   (date of transfer) ______________________________________________ , ____________________ .
2. The Transferor hereby acknowledges and agrees that by the Transfer and from and after the date of the Transfer, the Transferor has absolutely assigned to the Transferee all of the Transferor's right to occupy the Land as the Permittee pursuant to the Permit of Occupation, a copy of which is attached hereto.
3. The Transferee hereby acknowledges and agrees that by the Transfer and from and after the date of the Transfer, the Transferee has assumed from the Transferor all of the obligations of the Permittee pursuant to the Permit of Occupation and is bound by all of the covenants, agreements, provisions or conditions contained therein.
4. The Owner hereby acknowledges and agrees that, by the Transfer and from and after the date of the Transfer, the Transferee has the right to occupy the Land as the Permittee pursuant to the Permit of Occupation.

In Witness Whereof each of the Owner, the Transferor and the Transferee has executed this Agreement as of the date and year first above written.

Article 1: Grant of Permit

1.1 The Owner, on the terms set forth herein, hereby grants to the Permittee a permit to enter on and use the Land for the purpose of

Article 2: Duration

2.1 The duration of the permit and the rights herein granted shall be for a term of five years commencing on the ____________________ day of ____________________ , 199__ (the "Commencement Date") unless cancelled in accordance with Article 6.

Article 3: Permit Fee

3.1 On the Commencement Date, and on each annual anniversary of the Commencement Date over the term of this permit, the Permittee shall pay to the Owner a permit fee in the amount of $100.

Article 4: Covenants of the Permittee

4.1 The Permittee covenants with the Owner:

• to pay the permit fee due at the address of the Owner set out above or at such other place as the Owner may specify from time to time by the giving of notice to the Permittee in accordance with Article 8;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged that relate to the Land or any of the Permittee's improvements thereon (the "Realty Taxes") that the Permittee is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Land and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Land or do or suffer to be done thereon by its employees, contractors, agents, invitees or anyone for whom the Permittee is responsible at law anything that may be or become a nuisance to the Owner or occupiers of adjoining land;
• to deliver to the Owner from time to time, upon demand, proof of insurance provided for in subsection (j), receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the Permittee required to be observed by the Permittee pursuant to this permit;
• to indemnify and save the Owner harmless against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or agreement in this permit by the Permittee, or
  • any personal injury, death or property damage, arising out of the Permittee's use and occupation of the Land
    
    and the Owner may add the amount of such losses, damages, costs and liabilities to the permit fee and the amount so added shall be payable to the Owner immediately;
• to keep the Land in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Land or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the Permittee;
• to permit the Owner or its authorized representative to enter upon the Land at any time to examine its condition;
• on the expiration or at the earlier cancellation of this permit:
  • to quit peaceably and deliver possession of the Land to the Owner,
  • to remove from the Land all above-ground buildings, machinery, plant equipment and apparatus and all other improvements to or things on the Land erected or placed on the Land by the Permittee, whether before or after the Commencement Date,
  • if reasonably required by the Owner, to cause an independent site assessment of the Land to be performed by a qualified environmental consultant acceptable to the Owner, and
  • to restore the Land to a safe, clean, sanitary and environmentally sound condition, including by revegetation where required to prevent erosion, satisfactory to the Owner, acting reasonably
    
    and to the extent necessary, this covenant shall survive the expiration or cancellation of this permit;
• to effect, and keep in force during the term, insurance protecting the Owner and the Permittee (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Land to an amount not less than $1,000,000.00; except that the Owner may, in its sole discretion, waive the requirements of this subsection on the delivery to the Owner of evidence that the Permittee is self insured;
• notwithstanding subsection (j), the Owner may from time to time notify the Permittee that the amount of insurance posted by the Permittee pursuant to that subsection be changed and the Permittee shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection (j) to be changed to the amount specified by the Owner, acting reasonably, in the notice and deliver to the Owner written confirmation of the change, except that when the Permittee is self-insuring this section shall not apply;
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Land under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the owner to enter on or use or occupy the Land, in accordance with section 9.3;
• to erect such fences or gates on the Land that the Owner, acting reasonably, may direct by notice in writing to the Permittee;
• to undertake fire prevention and fire suppression measures as if the Land were within the Permittee's "area of operation" and the activities permitted herein were "industrial activities" under the Forest Practices Code of British Columbia Act, RSBC 1996;
• not to deposit or permit to be deposited on the Land any slash or refuse, unless the Permittee has first obtained from the Owner a permit specifying the conditions of such deposit;
• before cutting any timber, erecting any building or other structure, or making any other improvement to the Land, to submit to the Owner a plan showing the location of the cutting or the location and specifications of the building, structure or other improvement proposed for the Land;
• not to:
  • cut any timber on the Land,
  • erect any building or other improvement on the Land, or
  • sell, lease or otherwise dispose of, except bona fide by way of security, any building or other improvement on the Land
    
    without the prior written consent of the Owner.

Article 5: Assignment

5.1 The Permittee shall not assign this permit or grant a subpermit of any part of the Land without the prior written consent of the Owner.

Article 6: Cancellation

6.1 If the Permittee fails to observe or perform any term contained herein, and such failure continues for a period of 60 days after the giving of written notice by the Owner to the Permittee of the nature of the failure, the Owner may cancel this permit.

6.2 If this permit is taken in execution or attachment by any person or the Permittee commits an act of bankruptcy, becomes insolvent, is petitioned into bankruptcy or voluntarily enters into an arrangement with its creditors, the Owner may, on 90 days written notice to the Permittee, cancel this permit and the rights herein granted.

6.3 If the Permittee ceases to use the Land for the purposes permitted herein and the Permittee does not recommence its use of the Land within 180 days of receipt of written notice from the Owner, the Owner may immediately cancel this permit and the rights herein granted.

6.4 The Permittee may deliver a written notice to the Owner cancelling this permit and thereafter the permit and the rights herein granted will terminate 180 days after the date of receipt by the Owner of such written notice.

6.5 Notwithstanding subsection 4.1 (i), any building, machinery, plant equipment, apparatus, or other improvements to the Land that remain unremoved from the Land:

• upon the cancellation of this permit pursuant to section 6.1 or section 6.4; or
• thirty days after the expiration of this permit or the cancellation of this permit pursuant to section 6.2 or section 6.3;

shall, at the discretion of the Owner, be forfeited to and become the property of the Owner.

6.6 If the Owner elects to assume ownership of any above-ground building, machinery, plant equipment, apparatus or other improvements to the Land pursuant to section 6.5, the Owner may remove them from the land and the Permittee shall, on demand, compensate the Owner for all costs incurred by the Owner respecting their removal.

6.7 The rights of the Owner and the obligations of the Permittee under section 6.5 and section 6.6 shall, to the extent necessary, survive the expiration or cancellation of this permit.

Article 7: Security

7.1 The security in the sum of______$ and all rights, privileges, benefits and interests accruing thereto delivered by the Permittee to the Owner (herein called the "Security") to guarantee the performance of the Permittee's obligations under this permit shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. The Owner may, in its sole discretion, waive the requirements of this section.

7.2 In the event the Permittee defaults in the performance of any of its obligations hereunder, the Owner may, in its sole discretion, sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Owner.

7.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiration or earlier cancellation of this permit.

7.4 Notwithstanding any amount of Security stated to be required under section 7.1 the Owner may, acting reasonably, from time to time by notice to the Permittee, demand the amount to be changed to that specified in a notice and the Permittee shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change, except that while Security is waived under section 7.1, this section shall not apply.

Article 8: Notice

8.1 Whenever service of a notice or a document is required under this permit, the notice or documents shall be in writing and shall be deemed to have been served if delivered to, or if sent by prepaid registered mail addressed to, the Owner or the Permittee, as the case may be, at the addresses specified for each on the first page of this permit, and where service is by registered mail the notice or document shall be conclusively deemed to have been served on the eighth day after its deposit in a Canada Post office at any place in Canada. If there is a disruption in mail service caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

8.2 Either party may, by notice in writing to the other, specify another address for service of notices under this permit and after another address has been specified under this section, notices shall be mailed to that address in accordance with this Article.

Article 9: Miscellaneous

9.1 No term, condition, covenant or other provision herein shall be considered to have been waived by the Owner unless such waiver is expressed in writing by the Owner. Any such waiver of any term, condition, covenant or other provision herein shall not be construed as or constitute a waiver of any further or other breach of the same or any other term, condition, covenant, or other provision and the consent or approval of the Owner to any act by the Permittee requiring the consent or approval of the Owner shall not be considered to waive or render unnecessary such consents or approvals to any subsequent similar act by the Permittee.

9.2 No remedy conferred upon or reserved to the Owner is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

9.3 This permit shall not entitle the Permittee to exclusive possession of the Land and the Owner may for any purpose grant to others interests in the Land or rights to enter on or use or occupy the Land, or may otherwise authorize other persons to enter on or use or occupy the Land, so long as the grant or authorization does not materially affect the exercise of the Permittee's rights hereunder. The question of whether a grant materially affects the exercise of the Permittee's rights hereunder shall be determined by the Owner acting reasonably.

9.4 The terms and provisions of this permit shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

9.5 Time is of the essence in this agreement.

Article 10: Dispute Resolution

10.1 In this Article, "dispute" means any dispute arising out of or in connection with this license or in respect of any defined legal relationship associated with it or derived from it.

10.2 The parties agree to attempt to resolve all disputes by negotiations conducted in good faith and to provide timely disclosure of all relevant facts, information and documents to further those negotiations.

10.3 If a dispute is not settled through direct negotiations either party may request the British Columbia International Commercial Arbitration Centre (BCICAC) to appoint a mediator to conduct a mediation under its mediation rules of procedure.

10.4 If a dispute is not settled within 15 days of the appointment of the mediator or any further period of time agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration before a single arbitrator under the arbitration rules of procedure of the BCICAC.

10.5 If the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, the parties will select the rules of another institution.

Article 11: Interpretation

11.1 In this permit, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and a corporation.

11.2 The captions and headings contained in this permit are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the provisions herein.

11.3 If any section of this permit or any part of a section is found to be illegal or unenforceable, that part or section, as the case may be, shall be considered separate and severable and the remaining parts and sections of this permit, shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

In Witness Whereof, the parties have executed this permit as of the day and year first above written.

Legal Description Schedule

1. Legal Description
2. Sketch Plan

1. Definitions

"BC TEL" means BC TEL, and its successors and assigns.

"Final Agreement" means the Nisga'a Final Agreement between the Nisga'a Nation, Canada and British Columbia.

"Hydro Purposes" means the transmission and distribution of electric energy and telecommunications.

"Hydro Works" means poles, towers, antennae (except for monopole free standing antennae), anchors, guy wires, brackets, cross arms, insulators, transformers, overhead and underground conductors, wires, lines and cables, underground conduits and pipes, access nodes, all ancillary appliances and fittings, reasonably required associated protective installations and related works such as fencing for safety or security, devices and identifying colours for aircraft warning, and utility services for the operation of any of the foregoing.

"Hydro Right of Way Area" means those portions of Nisga'a Lands as described in Schedule A attached to this Agreement.

"Licensed Hydro Works" means, collectively, any Hydro Works, and any access roads within the Vegetation Management Area, that, on the effective date, are located on Nisga'a Lands outside of:

• a Crown road right of way area;
• a Hydro Right of Way Area;
• a right of way area granted to BC TEL on which Hydro is BC TEL's licensee; or
• an area in respect of which, on the effective date, the Nisga'a Nation grants Hydro rights under a separate instrument.

"Vegetation Management Area" means the Hydro Right of Way Area together with the area 10 metres on both sides of the Hydro Right of Way Area.

2. Relationship to Final Agreement

This Agreement is made under the Final Agreement, and defined terms in the Final Agreement will have the same meaning in this Agreement.

3. Rights on Hydro Right of Way Area

The Nisga'a Nation grants to Hydro, and its employees, representatives, agents, contractors, licensees and assignees, the full, free and uninterrupted right, liberty and right of way, for Hydro Purposes, as follows:

• to construct, excavate for, erect, string, or otherwise install, operate, maintain, repair, alter, upgrade, remove and replace Hydro Works over, upon and under the Hydro Right of Way Area;
• to trim or remove all or any trees, growth or vegetation now or hereafter on the Vegetation Management Area that may in the reasonable opinion of Hydro create a hazard or interfere with the Hydro Works or the carrying out of any of the Hydro Purposes, except that Hydro shall take all reasonable steps, including where appropriate planting of suitable replacement vegetation, to avoid erosion or other damage;
• to conduct vegetation management upon the Vegetation Management Area, such as the planting of vegetation compatible with use for Hydro Purposes, and the application of herbicides and pesticides provided that:
  • Hydro will not conduct any aerial application of herbicides or pesticides on the Hydro Right of Way Area or other Nisga'a Lands; and
  • Hydro will obtain all permits and approvals as required by authorities having jurisdiction, including any such permits or approvals required by the Nisga'a Nation, for the use of any herbicides or pesticides;
• to clear the Hydro Right of Way Area and keep it cleared of all or any part of any obstructions that may in the reasonable opinion of Hydro create a hazard or interfere with the Hydro Works or the carrying out of any of the Hydro Purposes;
• to install, maintain and use gates in all fences constructed by others which are now or hereafter shall be on the Hydro Right of Way Area and in fences across roads in the Vegetation Management Area;
• to ground any structures, installation or things, by whomsoever owned, from time to time situated anywhere on the Hydro Right of Way Area or adjacent Nisga'a Lands where, in the reasonable opinion of Hydro, such grounding will eliminate or reduce hazard to persons;
• to pass and repass over the Hydro Right of Way Area with or without equipment, machinery and materials as reasonably required by Hydro, and to construct, maintain, repair, replace and use trails, roads and bridges on the Hydro Right of Way Area as reasonably required to obtain access to the Hydro Works; and
• to generally do all acts or things necessary in connection with the foregoing.

4. Non Exclusive Use

This Agreement will not entitle Hydro to exclusive possession of the Hydro Right of Way Area or other parts of the Nisga'a Lands and the Nisga'a Nation reserves the right to grant other dispositions of the Vegetation Management Area, including the Hydro Right of Way Area, so long as the grant does not materially affect the exercise of Hydro's rights under this Agreement.

5. BC TEL

Hydro will cooperate and enter into agreements with BC TEL in the same manner as Hydro and BC TEL cooperate and enter into agreements elsewhere in British Columbia, to share the use of poles, ducts and other works.

6. Licence For Hydro Works Located Outside Rights of Way

The Nisga'a Nation grants to Hydro, and its employees, representatives, agents, contractors, licensees and assignees, as of the effective date, a licence for all Licensed Hydro Works to use and occupy Nisga'a Lands on the following terms:

• the licence is irrevocable so long as Hydro requires the use of "the License"d Hydro Works for Hydro Purposes, unless "the License"d Hydro Works are included within a Crown road right of way area or Hydro Right of Way Area under this paragraph;
• for "the License"d Hydro Works, Hydro holds the same rights, privileges and obligations, including all indemnity obligations, as apply to Hydro for the use of the Hydro Right of Way Area under this Agreement, and including the right of reasonable access onto the Nisga'a Lands for the purpose of gaining access to "the License"d Hydro Works;
• if at any time in the course of maintenance or operations Hydro replaces or makes significant repairs to Licensed Hydro Works which are adjacent to a Crown road right of way area or a Hydro Right of Way Area then, upon written notice from the Nisga'a Nation and provided the relocation does not result in significant increased costs, and for a Crown road right of way area if the relocation is acceptable to British Columbia, Hydro will relocate "the License"d Hydro Works on to the adjacent right of way area, and the licence for those Licensed Hydro Works will be terminated;
• the Nisga'a Nation may at any time at no cost to Hydro require Hydro to enter into an agreement to extend the Hydro Right of Way Area so as to incorporate within the Hydro Right of Way Area any Licensed Hydro Works designated by the Nisga'a Nation and upon the appropriate extension of the Hydro Right of Way Area the licence for those Licensed Hydro Works will be terminated;
• the Nisga'a Nation may at any time require Hydro to relocate Licensed Hydro Works designated by the Nisga'a Nation to another location on Nisga'a Lands, including on to an adjacent Crown road right of way area if acceptable to British Columbia, or to a Hydro Right of Way Area and in that event:
  • if the new location is reasonably suitable for use for Hydro Works considering construction, maintenance and operation and costs, Hydro will proceed with the relocation;
  • the Nisga'a Nation will give reasonable notice to permit design, planning and construction of the Hydro Works to be relocated;
  • the Nisga'a Nation will pay all reasonable costs, including costs of design, supervision and construction; and
  • upon relocation, this licence is extended to the relocated Hydro Works, except if the relocated Hydro Works are located on a Crown road right of way area or a Hydro Right of Way Area, then the license for those Hydro Works will be terminated.

7. Duration

The rights, liberties and rights of way granted under this Agreement are for so long as required and will terminate, without compensation to Hydro, when Hydro no longer requires the Hydro Right of Way Area, and:

• Hydro gives 90 days written notice to the Nisga'a Nation; or
• the Nisga'a Nation gives 90 days written notice to Hydro.

8. Work Plans For Hydro Works

Except in an emergency, Hydro will provide to the Nisga'a Nation a written work plan describing proposed work on or related to a Hydro Right of Way Area prior to undertaking any of the following work:

• installation of any new transmission or distribution lines;
• relocation of any transmission or distribution lines;
• trimming or removal of any trees, growth or vegetation on or adjacent to a Hydro Right of Way Area, including the Vegetation Management Area;
• constructing any new trails, roads or bridges on the Hydro Right of Way Area.

Hydro will provide the work plan in time to afford the Nisga'a Nation the opportunity to comment, and Hydro will use reasonable efforts to accommodate any suggestions or requests presented by the Nisga'a Nation provided they do not result in significant increased costs.

9. Insurance and Security

If British Columbia requires Hydro to carry insurance, to provide security, or both, in relation to rights of way granted to Hydro by British Columbia, then on request of the Nisga'a Nation, Hydro will obtain insurance, security, or both, for the benefit of the Nisga'a Nation on terms substantially the same as required by British Columbia.

10. Access to Hydro Rights of Way

If for any reason Hydro is unable to obtain reasonable access to any Hydro Works from the Hydro Right of Way Area, a Crown road, a Nisga'a road or a Hydro private access right of way, then the Nisga'a Nation will, where land access is reasonably practicable, on application from Hydro, grant Hydro the right to cross Nisga'a Lands to provide Hydro access on terms substantially the same as contained in Document 3 of Appendix C4 to the Final Agreement.

11. Hazardous Trees Adjacent to Hydro Right of Way

Hydro may remove any tree located on Nisga'a Lands which by falling or otherwise may endanger any Hydro Works, but, except in an emergency, will give the Nisga'a Nation prior written notice.

12. Protection of the Environment

Hydro will undertake activities permitted under this Agreement having regard for the impact on the environment, and will take prudent measures to minimize damage or disruption to the environment.

13. Replacement Right of Way

If a material change occurs to lands which for any reason makes the continued use of any portion of the Hydro Right of Way Area unsuitable for the Hydro Purposes, then the Nisga'a Nation will, without charge, grant a replacement right of way to Hydro for construction of the replacement Hydro Works, as follows:

• Hydro will, before undertaking any work, deliver a work plan to the Nisga'a Nation indicating the location of the contemplated replacement right of way area, for approval by the Nisga'a Nation which approval will not be unreasonably withheld;
• Hydro will take into account the effect of the replacement right of way area on adjacent Nisga'a Lands, and any unique aspects of these lands, and the Nisga'a Nation will take into account the cost efficiencies of the location selected by Hydro for a replacement right of way area in relation to alternative locations;
• the replacement right of way agreement will be on the same terms and conditions as this Agreement, and the Nisga'a Nation will use its best efforts to ensure that the replacement right of way has the same priority over other charges and encumbrances as this Agreement;
• Hydro will execute a release of this Agreement in relation to the portions of the abandoned Hydro Right of Way Area.

Despite any provision of this paragraph, in an emergency Hydro may, without approval from the Nisga'a Nation, enter on to Nisga'a Lands to undertake all work and take all steps as are reasonably required to be taken immediately in order to restore electrical and telecommunication services, or to ensure safety of persons and property that may be at risk from Hydro Works. Hydro will give notice as soon as reasonably possible to the Nisga'a Nation of any emergency entry.

14. Entry on Nisga'a Lands outside the Hydro Right of Way Area

Hydro, and its employees, representatives, agents, contractors, licensees and assignees, may enter onto Nisga'a Lands outside the Hydro Right of Way Area for the purpose of undertaking works to protect Hydro Works, or to protect persons and property that may be at risk from Hydro Works, as follows:

• Hydro will before commencing any work deliver a written work plan describing the effect and extent of the proposed work on Nisga'a Lands to the Nisga'a Nation for approval;
• the Nisga'a Nation will not unreasonably withhold approval of the work plan, considering the effect of the proposed work, including the cost of the proposed works compared to the cost of alternate solutions, the extent of the risk of not undertaking the work, and the impact on the Nisga'a Lands. If Hydro and the Nisga'a Nation cannot agree on a work plan requested by Hydro within 30 days of receipt by the Nisga'a Nation of the proposed work plan then either party may refer the disagreement to dispute resolution under Paragraph 21 of this Agreement;
• Hydro will minimize damage to and time spent on Nisga'a Lands;
• Hydro will pay fair compensation, as defined in the Final Agreement, for any interference with or damage to adjacent Nisga'a Lands.

Notwithstanding other provisions of this paragraph or this Agreement, in an emergency Hydro may undertake works and take steps on Nisga'a Lands as are reasonably required to be taken immediately in order to protect Hydro Works, or to protect persons and property that may be at risk from Hydro Works, and in that event Hydro will as soon as reasonably possible notify the Nisga'a Nation in writing.

15. Entry on Nisga'a Lands outside the Crown roads right of way area

The parties' rights and obligations as set out in paragraph 14 apply with respect to Hydro Works located on a Crown roads right of way area.

16. Relocation of Hydro Works

If the Nisga'a Nation requires a portion of a Hydro Right of Way Area for other purposes, then upon request by the Nisga'a Nation Hydro will relocate any Hydro Right of Way Area including the related Hydro Works, to a new location as follows:

• the relocation will proceed only if the new location is reasonably suitable for use for Hydro Works considering construction, maintenance and operation and costs; and
• the Nisga'a Nation will give reasonable notice to permit design, planning and construction of the Hydro Works to be relocated; and
• the Nisga'a Nation will pay all reasonable costs, including costs of design, supervision and construction.

The Nisga'a Nation will extend the Hydro Right of Way Area as reasonably required, so that the extended Hydro Right of Way Area has similar priority over other charges and encumbrances as the original. When a portion of a Hydro Right of Way Area is relocated then the Hydro Right of Way Area for the portion that is abandoned will be terminated.

17. Indemnity

Hydro will indemnify and save harmless the Nisga'a Nation from and against all losses, damages, costs, liabilities, claims, expenses, and suits, including fees of solicitors and other professional advisors, arising out of:

• any breach, violation or non-performance by Hydro of any of Hydro's covenants, conditions or obligations under this Agreement; and
• any personal injury, death, or property damage, including environmental damage, occurring on or to Nisga'a Lands arising from Hydro's use or occupation of Nisga'a Lands under this Agreement,

but not for any claims based on nuisance or the rule in Rylands v Fletcher unless Hydro was negligent.

18. Covenants of Hydro

Hydro covenants with the Nisga'a Nation:

• to pay compensation to the Nisga'a Nation for any damage to buildings, crops (except for trees in the Vegetation Management Area), livestock, drains, ditches, culverts, fences, trails, bridges, roads and fruit, nut or ornamental trees caused by Hydro;
• despite subparagraph (a), to pay compensation to its owner, in accordance with generally accepted principles of timber valuation, for all merchantable timber cut or damaged by Hydro on Nisga'a Lands on or adjacent to the Hydro Right of Way Area, and the parties agree that on payment, title to any timber cut on the Nisga'a Lands under this Agreement vests in Hydro;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged to the account of Hydro which relate to the Hydro Right of Way Area and which Hydro is liable to pay;
• to keep the Hydro Right of Way Area, and any Hydro Works, in a safe, clean and sanitary condition to the extent the condition relates to Hydro's use or occupation of the Hydro Right of Way Area, and on written notice from the Nisga'a Nation, to make safe, clean and sanitary any portion of the Hydro Right of Way Area, or the Hydro Works that contravene the provisions of this covenant, provided that Hydro has no obligation to keep the Hydro Right of Way roads or access roads, suitable for use by anyone except Hydro;
• not to disturb or interfere with any survey monuments, bars or iron pins located on the Nisga'a Lands including the Hydro Right of Way Area;
• not to bury debris or rubbish of any kind on Nisga'a Lands in excavations or backfill, and to remove shoring and similar temporary structures as backfilling proceeds;
• to bury and maintain all underground works as may be required so as not to unduly interfere with the drainage of the Nisga'a Lands;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Hydro Right of Way Area, or anything that may be or become a nuisance or annoyance to the owners of the Nisga'a Lands, except to the extent necessary to carry out any of the Hydro Purposes;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent governmental authority which relate to the Hydro Right of Way Area;
• to permit the Nisga'a Nation to enter upon the Hydro Right of Way Area at any time to examine its condition;
• if for any reason this Agreement terminates with respect to a portion of the Hydro Right of Way Area, to:
  • quit peaceably that portion of the Hydro Right of Way Area;
  • decommission any Hydro roads and restore the surface of that portion of the Hydro Right of Way Area to a condition to which similar lands are typically restored in the Province of British Columbia, unless otherwise agreed to in writing by the Nisga'a Nation and Hydro at the time of restoration;
  • remove all above ground Hydro Works from that portion of the Hydro Right of Way Area within a reasonable period of time and in any event within 2 years, and any Hydro Works remaining on that portion of the Hydro Right of Way Area will be absolutely forfeited to and become the property of the Nisga'a Nation. If the Nisga'a Nation removes any remaining above ground Hydro Works within 4 years, Hydro will, on demand by the Nisga'a Nation, reimburse the Nisga'a Nation for all reasonable costs of removal; and
  • remain liable for any environmental damage to the Nisga'a Lands arising from any below ground Hydro Works that remain on or in that portion of the Hydro Right of Way Area after termination, except that if the Nisga'a Nation uses or authorizes the use of the remaining below ground Hydro Works for any purpose then Hydro will not be liable for any environmental damage caused by the Nisga'a Nation use, or authorized use; and to the extent necessary, this covenant will survive the termination of this Agreement; and
• if Hydro, or its employees, representatives, agents, contractors, licensees or assignees, discover any archaeological material on the Hydro Right of Way Area, to take all reasonable steps and precautions to minimize disturbance of that material, and to immediately notify the Nisga'a Nation.

19. Covenants of the Nisga'a Nation

The Nisga'a Nation covenants with Hydro:

• not to use or authorize the use of the portions of the Hydro Right of Way Area designated by Hydro, acting reasonably, as "non-parking areas" for the regular or organized parking of vehicles, provided that nothing in this paragraph is intended to prevent safe temporary parking of vehicles;
• not to park or authorize to be parked on the Hydro Right of Way Area any vehicle or equipment exceeding 25 feet in length under any conductor of 500 kV or higher voltage, unless such vehicle is properly grounded;
• not to use or authorize the use of the Hydro Right of Way Area for fuelling any vehicle or equipment;
• not to use or authorize the use of the Hydro Right of Way Area for any purpose, including the construction of any improvements, that in the reasonable opinion of Hydro would be unsafe or would interfere with Hydro's use of the Hydro Right of Way Area;
• not to carry out blasting or aerial logging operations on or immediately adjacent to the Hydro Right of Way Area without the prior written permission from Hydro, which permission will not be unreasonably withheld or delayed; and
• not to intentionally do or authorize any act or thing that injures or endangers the Hydro Works.

20. Licence

Hydro will not licence the use of the Hydro Right of Way Area, in whole or in part, without the prior written consent of the Nisga'a Nation provided that:

• Hydro may grant a licence to BC Tel for the use of the Hydro Right of Way Area without the consent of the Nisga'a Nation;
• the Nisga'a Nation may attach conditions to its consent to any licence, including the provision of insurance and security, in a form and amount acceptable to the Nisga'a Nation; and
• no licence will act as a release of any of Hydro's obligations as set out in this Agreement.

21. Disputes

Any dispute arising out of or in connection with this Agreement will be resolved as follows:

• the parties will attempt to resolve disputes by good faith negotiations, including timely disclosure of all relevant facts, information and documents;
• either party may, at any time, by written notice request that the dispute be referred to mediation, conducted by a mediator, knowledgeable about the matters in dispute;
• if the dispute is not resolved within 30 days of the notice to mediate under subparagraph (b) then, on the agreement of both parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration then either party may refer the matter to a court of competent jurisdiction;

except that it is not incompatible with this paragraph for a party to apply to a court of competent jurisdiction at any time for interim or conservatory relief and for the court to grant that relief.

22. Notice

If notice is required or permitted under this Agreement, the notice:

• must be in writing;
• must be delivered to the address set out above, or other address as specified in writing by a party;
• may be given in one or more of the following ways:
  • delivered personally or by courier, and it will be deemed received on the next business day;
  • delivered by fax, and it will be deemed received on the next business day; or
  • mailed by pre-paid post in Canada, and it will be deemed received on the eighth business day following.

23. Runs With the Land

This Agreement runs with and binds Nisga'a Lands, to the extent reasonably necessary to give full force and effect to this Agreement.

24. Waiver and Consent

A breach of any term, condition, covenant or other provision of this Agreement may only be waived in writing, and any waiver will not be construed as a waiver of any subsequent breach. Consent to or approval of any act, where consent or approval is required under this Agreement, will not be construed as consent to or approval of any subsequent act.

25. Remedies

No remedy set out in this Agreement is exclusive of any other remedy provided by law, but will be in addition to any other remedy existing at law, in equity, or by statute.

26. Successors and Assigns

The terms and provisions of this Agreement will extend to, be binding upon and enure to the benefit of the parties and their successors and assigns.

27. Interpretation

In this Agreement:

• all attached schedules form an integral part of this Agreement;
• unless the context otherwise requires, the singular includes the plural and the masculine include the feminine gender, body politic and a corporation;
• the headings are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of this Agreement;
• a reference to an enactment of British Columbia or of Canada will be deemed to include a reference to any subsequent amendments or replacements; and
• if any provision is determined by a court or arbitrator of competent jurisdiction to be illegal or unenforceable, that provision will be considered separate and severable, and the legality or enforceability of the remaining provisions will not be affected by that determination.

In Witness Thereof the parties have duly executed this Agreement, as of the date first referred to above.

Nisga'a Nation

Per:______________________________

Per:______________________________

British Columbia Hydro and Power Authority

Per:______________________________

Per:______________________________

Schedule A: Description of Hydro Right of Way Area

1. Definitions

"Final Agreement" means the Nisga'a Final Agreement between the Nisga'a Nation, Canada and British Columbia.

"BC TEL Purposes" means telecommunications.

"BC TEL Works" means poles, towers, antennae (except for monopole free standing antennae), anchors, guy wires, brackets, cross arms, insulators, transformers, overhead and underground conductors, wires, lines and cables, underground conduits and pipes, access nodes, all ancillary appliances and fittings, reasonably required associated protective installations and related works such as fencing for safety or security, devices and identifying colours for aircraft warning, and utility services for the operation of any of the foregoing.

"BC TEL Right of Way Area" means those portions of Nisga'a Lands as described in Schedule A attached to this Agreement.

"Hydro" means British Columbia Hydro And Power Authority, and its successors and assigns.

"Licensed BC TEL Works" means, collectively, any BC TEL Works, and any access roads within the BC TEL Right of Way Area, that, on the effective date, are located on Nisga'a Lands outside of:

• a Crown road right of way area;
• a BC TEL Right of Way Area; or
• a right of way area granted to Hydro on which BC TEL is Hydro's licensee;
• an area in respect of which, on the effective date, the Nisga'a Nation grants BC TEL rights under a separate instrument.

2. Relationship to Final Agreement

This Agreement is made under the Final Agreement, and defined terms in the Final Agreement will have the same meaning in this Agreement.

3. Rights on BC TEL Right of Way Area

The Nisga'a Nation grants to BC TEL, and its employees, representatives, agents, contractors, licensees and assignees, the full, free and uninterrupted right, liberty and right of way, for BC TEL Purposes, as follows:

• to construct, excavate for, erect, string, or otherwise install, operate, maintain, repair, alter, upgrade, remove and replace BC TEL Works over, upon and under the BC TEL Right of Way Area;
• to trim or remove all or any trees, growth or vegetation now or hereafter on the BC TEL Right of Way Area that may in the reasonable opinion of BC TEL create a hazard or interfere with the BC TEL Works or the carrying out of any of the BC TEL Purposes, except that BC TEL shall take all reasonable steps, including where appropriate planting of suitable replacement vegetation, to avoid erosion or other damage;
• to conduct vegetation management upon the BC TEL Right of Way Area, such as the planting of vegetation compatible with use for BC TEL Purposes, and the application of herbicides and pesticides provided that:
  • BC TEL will not conduct any aerial application of herbicides or pesticides on the BC TEL Right of Way Area or other Nisga'a Lands; and
  • BC TEL will obtain all permits and approvals as required by authorities having jurisdiction, including any such permits or approvals required by the Nisga'a Nation, for the use of any herbicides or pesticides;
• to clear the BC TEL Right of Way Area and keep it cleared of all or any part of any obstructions that may in the reasonable opinion of BC TEL create a hazard or interfere with the BC TEL Works or the carrying out of any of the BC TEL Purposes;
• to install, maintain and use gates in all fences constructed by others which are now or hereafter shall be on the BC TEL Right of Way Area;
• to pass and repass over the BC TEL Right of Way Area with or without equipment, machinery and materials as reasonably required by BC TEL, and to construct, maintain, repair, replace and use trails, roads and bridges on the BC TEL Right of Way Area as reasonably required to obtain access to the BC TEL Works; and to generally do all acts or things necessary in connection with the foregoing.

4. Non Exclusive Use

This Agreement will not entitle BC TEL to exclusive possession of the BC TEL Right of Way Area or other parts of the Nisga'a Lands and the Nisga'a Nation reserves the right to grant other dispositions of the BC TEL Right of Way Area so long as the grant does not materially affect the exercise of BC TEL's rights under this Agreement.

5. Hydro

BC TEL will cooperate and enter into agreements with Hydro in the same manner as Hydro and BC TEL cooperate and enter into agreements elsewhere in British Columbia, to share the use of poles, ducts and other works.

6. Licence For BC TEL Works Located Outside Rights of Way

The Nisga'a Nation grants to BC TEL, and its employees, representatives, agents, contractors, licensees and assignees, as of the effective date, a licence for all Licensed BC TEL Works to use and occupy Nisga'a Lands on the following terms:

• the licence is irrevocable so long as BC TEL requires the use of "the License"d BC TEL Works for BC TEL Purposes, unless "the License"d BC TEL Works are included within a Crown road right of way area or BC TEL Right of Way Area under this paragraph;
• for "the License"d BC TEL Works, BC TEL holds the same rights, privileges and obligations, including all indemnity obligations, as apply to BC TEL for the use of the BC TEL Right of Way Area under this Agreement, and including the right of reasonable access onto the Nisga'a Lands for the purpose of gaining access to "the License"d BC TEL Works;
• if at any time in the course of maintenance or operations BC TEL replaces or makes significant repairs to Licensed BC TEL Works which are adjacent to a Crown road right of way area or a BC TEL Right of Way Area then, upon written notice from the Nisga'a Nation and provided the relocation does not result in significant increased costs, and for a Crown road right of way area if the relocation is acceptable to British Columbia, BC TEL will relocate "the License"d BC TEL Works on to the adjacent right of way area, and the licence for those Licensed BC TEL Works will be terminated;
• the Nisga'a Nation may at any time at no cost to BC TEL require BC TEL to enter into an agreement to extend the BC TEL Right of Way Area so as to incorporate within the BC TEL Right of Way Area any Licensed BC TEL Works designated by the Nisga'a Nation and upon the appropriate extension of the BC TEL Right of Way Area the licence for those Licensed BC TEL Works will be terminated;
• the Nisga'a Nation may at any time require BC TEL to relocate Licensed BC TEL Works designated by the Nisga'a Nation to another location on Nisga'a Lands including on to an adjacent Crown road right of way area if acceptable to British Columbia, or to a BC TEL Right of Way Area and in that event:
  • if the new location is reasonably suitable for use for BC TEL Works considering construction, maintenance and operation and costs BC TEL will proceed with the relocation;
  • the Nisga'a Nation will give reasonable notice to permit design, planning and construction of the BC TEL Works to be relocated;
  • the Nisga'a Nation will pay all reasonable costs, including costs of design, supervision and construction; and
  • upon relocation, this licence is extended to the relocated BC TEL Works, except if the relocated BC TEL Works are located on a Crown road right of way area or a BC TEL Right of Way Area, then the license for those BC TEL Works will be terminated.

7. Duration

The rights, liberties and rights of way granted under this Agreement are for so long as required and will terminate, without compensation to BC TEL, when BC TEL no longer requires the BC TEL Right of Way Area, and:

• BC TEL gives 90 days written notice to the Nisga'a Nation; or
• the Nisga'a Nation gives 90 days written notice to BC TEL.

8. Work Plans For BC TEL Works

Except in an emergency BC TEL will provide to the Nisga'a Nation a written work plan describing proposed work on or related to a BC TEL Right of Way Area prior to undertaking any of the following work:

• installation of any new telecommunication lines;
• relocation of any telecommunication lines;
• trimming or removal of any trees, growth or vegetation on or adjacent to a BC TEL Right of Way Area;
• constructing any new trails, roads or bridges on the BC TEL Right of Way Area.

BC TEL will provide the work plan in time to afford the Nisga'a Nation the opportunity to comment, and BC TEL will use reasonable efforts to accommodate any suggestions or requests presented by the Nisga'a Nation provided they do not result in significant increased costs.

9. Insurance and Security

If British Columbia requires BC TEL to carry insurance, to provide security, or both, in relation to rights of way granted to BC TEL by British Columbia, then on request of the Nisga'a Nation, BC TEL will obtain insurance, security, or both, for the benefit of the Nisga'a Nation on terms substantially the same as required by British Columbia.

10. Access to BC TEL Rights of Way

If for any reason BC TEL is unable to obtain reasonable access to any BC TEL Works from the BC TEL Right of Way Area, a Crown road, a Nisga'a road or a BC TEL private access right of way, then the Nisga'a Nation will, where land access is reasonably practicable, on application from BC TEL, grant BC TEL the right to cross Nisga'a Lands to provide BC TEL access on terms substantially the same as contained in Document 3 of Appendix C-4 to the Final Agreement.

11. Protection of the Environment

BC TEL will undertake activities permitted under this Agreement having regard for the impact on the environment, and will take prudent measures to minimize damage or disruption to the environment.

12. Replacement Right of Way

If a material change occurs to lands which for any reason makes the continued use of any portion of the BC TEL Right of Way Area unsuitable for the BC TEL Purposes, then the Nisga'a Nation will, without charge, grant a replacement right of way to BC TEL for construction of the replacement BC TEL Works, as follows:

• BC TEL will, before undertaking any work, deliver a work plan to the Nisga'a Nation indicating the location of the contemplated replacement right of way area, for approval by the Nisga'a Nation which approval will not be unreasonably withheld;
• BC TEL will take into account the effect of the replacement right of way area on adjacent Nisga'a Lands, and any unique aspects of these lands, and the Nisga'a Nation will take into account the cost efficiencies of the location selected by BC TEL for a replacement right of way area in relation to alternative locations;
• the replacement right of way agreement will be on the same terms and conditions as this Agreement, and the Nisga'a Nation will use its best efforts to ensure that the replacement right of way has the same priority over other charges and encumbrances as this Agreement;
• BC TEL will execute a release of this Agreement in relation to the portions of the abandoned BC TEL Right of Way Area.

Despite any provision of this paragraph, in an emergency BC TEL may, without approval from the Nisga'a Nation, enter on to Nisga'a Lands to undertake all work and take all steps as are reasonably required to be taken immediately in order to restore electrical and telecommunication services, or to ensure safety of persons and property that may be at risk from BC TEL Works. BC TEL will give notice as soon as reasonably possible to the Nisga'a Nation of any emergency entry.

13. Entry on Nisga'a Lands outside the BC TEL Right of Way Area

BC TEL, and its employees, representatives, agents, contractors, licensees and assignees, may enter onto Nisga'a Lands outside the BC TEL Right of Way Area for the purpose of undertaking works to protect BC TEL Works, or to protect persons and property that may be at risk from BC TEL Works, as follows:

• BC TEL will before commencing any work deliver a written work plan describing the effect and extent of the proposed work on Nisga'a Lands to the Nisga'a Nation for approval;
• the Nisga'a Nation will not unreasonably withhold approval of the work plan, considering the effect of the proposed work, including the cost of the proposed works compared to the cost of alternate solutions, the extent of the risk of not undertaking the work, and the impact on the Nisga'a Lands. If BC TEL and the Nisga'a Nation cannot agree on a work plan requested by BC TEL within 30 days of receipt by the Nisga'a Nation of the proposed work plan then either party may refer the disagreement to dispute resolution under Paragraph 21 of this Agreement;
• BC TEL will minimize the damage to and time spent on Nisga'a Lands;
• BC TEL will pay fair compensation, as defined in the Final Agreement, for any interference with or damage to adjacent Nisga'a Lands.

Notwithstanding other provisions of this paragraph or this Agreement, in an emergency BC TEL may undertake works and take steps on Nisga'a Lands as are reasonably required to be taken immediately in order to protect BC TEL Works, or to protect persons and property that may be at risk from BC TEL Works, and in that event BC TEL will as soon as reasonably possible notify the Nisga'a Nation in writing.

14. Entry on Nisga'a Lands outside the Crown roads right of way area

The parties' rights and obligations as set out in paragraph 13 apply with respect to BC TEL Works located on a Crown road right of way area.

15. Relocation of BC TEL Works

If the Nisga'a Nation requires a portion of a BC TEL Right of Way Area for other purposes, then upon request by the Nisga'a Nation, BC TEL will relocate any BC TEL Right of Way Area including the related BC TEL Works, to a new location as follows:

• the relocation will proceed only if the new location is reasonably suitable for use for BC TEL Works considering construction, maintenance and operation and costs; and
• the Nisga'a Nation will give reasonable notice to permit design, planning and construction of the BC TEL Works to be relocated; and
• the Nisga'a Nation will pay all reasonable costs, including costs of design, supervision and construction.

The Nisga'a Nation will extend the BC TEL Right of Way Area as reasonably required, so that the extended BC TEL Right of Way Area has similar priority over other charges and encumbrances as the original. When a portion of a BC TEL Right of Way Area is relocated then the BC TEL Right of Way Area for the portion that is abandoned will be terminated.

16. Indemnity

BC TEL will indemnify and save harmless the Nisga'a Nation from and against all losses, damages, costs, liabilities, claims, expenses, and suits, including fees of solicitors and other professional advisors, arising out of:

• any breach, violation or non-performance by BC TEL of any of BC TEL's covenants, conditions or obligations under this Agreement; and
• any personal injury, death, or property damage, including environmental damage, occurring on or to Nisga'a Lands arising from BC TEL's use or occupation of Nisga'a Lands under this Agreement.

17. Covenants of BC TEL

BC TEL covenants with the Nisga'a Nation:

• to pay compensation to the Nisga'a Nation for any damage to buildings, crops (except for trees in the BC TEL Right of Way Area), livestock, drains, ditches, culverts, fences, trails, bridges, roads and fruit, nut or ornamental trees caused by BC TEL;
• despite subparagraph (a), to pay compensation to its owner, in accordance with generally accepted principles of timber valuation, for all merchantable timber cut or damaged by BC TEL on Nisga'a Lands on or adjacent to the BC TEL Right of Way Area, and the parties agree that, on payment, title to any timber cut on the Nisga'a Lands under this Agreement vests in BC TEL;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged to the account of BC TEL which relate to the BC TEL Right of Way Area and which BC TEL is liable to pay;
• to keep the BC TEL Right of Way Area, and any BC TEL Works, in a safe, clean and sanitary condition to the extent the condition relates to BC TEL's use or occupation of the BC TEL Right of Way Area, and on written notice from the Nisga'a Nation, to make safe, clean and sanitary any portion of the BC TEL Right of Way Area, or the BC TEL Works that contravene the provisions of this covenant;
• not to disturb or interfere with any survey monuments, bars or iron pins located on the Nisga'a Lands including the BC TEL Right of Way Area;
• not to bury debris or rubbish of any kind on Nisga'a Lands in excavations or backfill, and to remove shoring and similar temporary structures as backfilling proceeds;
• to bury and maintain all underground works as may be required so as not to unduly interfere with the drainage of the Nisga'a Lands;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the BC TEL Right of Way Area, or anything that may be or become a nuisance or annoyance to the owners of the Nisga'a Lands, except to the extent necessary to carry out any of the BC TEL Purposes;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent governmental authority which relate to the BC TEL Right of Way Area;
• to permit the Nisga'a Nation to enter upon the BC TEL Right of Way Area at any time to examine its condition;
• if for any reason this Agreement terminates with respect to a portion of the BC TEL Right of Way Area, to:
  • quit peaceably that portion of the BC TEL Right of Way Area;
  • decommission any BC TEL roads and restore the surface of that portion of the BC TEL Right of Way Area to a condition to which similar lands are typically restored in the Province of British Columbia, unless otherwise agreed to in writing by the Nisga'a Nation and BC TEL at the time of restoration;
  • remove all above ground BC TEL Works from that portion of the BC TEL Right of Way Area within a reasonable period of time and in any event within 2 years, and any BC TEL Works remaining on that portion of the BC TEL Right of Way Area will be absolutely forfeited to and become the property of the Nisga'a Nation. If the Nisga'a Nation removes any remaining above ground BC TEL Works within 4 years, BC TEL will, on demand by the Nisga'a Nation, reimburse the Nisga'a Nation for all reasonable costs of removal; and
  • remain liable for any environmental damage to the Nisga'a Lands arising from any below ground BC TEL Works that remain on or in that portion of the BC TEL Right of Way Area after termination, except that if the Nisga'a Nation uses or authorizes the use of the remaining below ground BC TEL Works for any purpose than BC TEL will not be liable for any environmental damage caused by the Nisga'a Nation use, or authorized use;
    
    and to the extent necessary, this covenant will survive the termination of this Agreement; and
• if BC TEL, or its employees, representatives, agents, contractors, licensees or assignees, discover any archaeological material on the BC TEL Right of Way Area, to take all reasonable steps and precautions to minimize disturbance of that material, and to immediately notify the Nisga'a Nation.

18. Covenants of the Nisga'a Nation

The Nisga'a Nation covenants with BC TEL:

• not to use or authorize the use of the BC TEL Right of Way Area for any purpose, including the construction of any improvements, that in the reasonable opinion of BC TEL would be unsafe or would interfere with BC TEL's use of the BC TEL Right of Way Area;
• not to carry out blasting or aerial logging operations on or immediately adjacent to the BC TEL Right of Way Area without the prior written permission from BC TEL, which permission will not be unreasonably withheld or delayed; and
• not to intentionally do or authorize any act or thing that injures or endangers the BC TEL Works.

19. Licence

BC TEL will not licence the use of the BC TEL Right of Way Area, in whole or in part, without the prior written consent of the Nisga'a Nation provided that:

• BC TEL may, despite any limitations in the grants and authorizations to BC TEL in this Agreement, grant a licence to Hydro for the use of the BC TEL Right of Way Area for the transmission and distribution of electric energy and telecommunications, without the consent of the Nisga'a Nation. Any licence to Hydro will be deemed to include the right, exclusively for Hydro's benefit, to remove any tree located on Nisga'a Lands which by falling or otherwise may endanger any of Hydro's works, and, except in an emergency, Hydro will be required to give the Nisga'a Nation prior written notice of the exercise of this right outside the BC TEL Right of Way Area;
• the Nisga'a Nation may attach conditions to its consent to any licence, including the provision of insurance and security, in a form and amount acceptable to the Nisga'a Nation; and
• no licence will act as a release of any of BC TEL's obligations as set out in this Agreement.

20. Assignment

Despite paragraph 19, BC TEL may, without the consent of the Nisga'a Nation, assign its interest in this Agreement to an affiliate (as defined in the Company Act) of BC TEL provided that BC TEL gives 120 days notice in writing of this change.

21. Disputes

Any dispute arising out of or in connection with this Agreement will be resolved as follows:

• the parties will attempt to resolve disputes by good faith negotiations, including timely disclosure of all relevant facts, information and documents;
• either party may, at any time, by written notice request that the dispute be referred to mediation, conducted by a mediator, knowledgeable about the matters in dispute;
• if the dispute is not resolved within 30 days of the notice to mediate under subparagraph (b) then, on the agreement of both parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration then either party may refer the matter to a court of competent jurisdiction;

except that it is not incompatible with this paragraph for a party to apply to a court of competent jurisdiction at any time for interim or conservatory relief and for the court to grant that relief.

22. Notice

If notice is required or permitted under this Agreement, the notice:

• must be in writing;
• must be delivered to the address set out above, or other address as specified in writing by a party;
• may be given in one or more of the following ways:
  • delivered personally or by courier, and it will be deemed received on the next business day;
  • delivered by fax, and it will be deemed received on the next business day; or
  • mailed by pre-paid post in Canada, and it will be deemed received on the eighth business day following.

23. Runs With the Land

This Agreement runs with and binds Nisga'a Lands, to the extent reasonably necessary to give full force and effect to this Agreement.

24. Waiver and Consent

A breach of any term, condition, covenant or other provision of this Agreement may only be waived in writing, and any waiver will not be construed as a waiver of any subsequent breach. Consent to or approval of any act, where consent or approval is required under this Agreement, will not be construed as consent to or approval of any subsequent act.

25. Remedies

No remedy set out in this Agreement is exclusive of any other remedy provided by law, but will be in addition to any other remedy existing at law, in equity, or by statute.

26. Successors and Assigns

The terms and provisions of this Agreement will extend to, be binding upon and enure to the benefit of the parties and their successors and assigns.

27. Interpretation

In this Agreement:

• all attached schedules form an integral part of this Agreement;
• unless the context otherwise requires, the singular includes the plural and the masculine include the feminine gender, body politic and a corporation;
• the headings are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of this Agreement;
• a reference to an enactment of British Columbia or of Canada will be deemed to include a reference to any subsequent amendments or replacements; and
• if any provision is determined by a court or arbitrator of competent jurisdiction to be illegal or unenforceable, that provision will be considered separate and severable, and the legality or enforceability of the remaining provisions will not be affected by that determination.

In Witness Whereof the parties have duly executed this Agreement, as of the date first referred to above.

Nisga'a Nation

Per:______________________________

Per:______________________________

BC TEL

Per:______________________________

Per:______________________________

Schedule A: Description of BC TEL Right of Way Area

1. Definitions

"Grantee's Property" means the lands described in Schedule A attached to this Agreement.

"Easement Area" means that portion of the Servient Lands as described in Schedule B attached to this Agreement.

"Security" means the security for the performance of the Grantee's obligations as set out in paragraph 11 in the amount of $__________________.

"Servient Lands" means the lands described in Schedule B attached to this Agreement.

"Special Conditions" means the conditions, if any, set out in Schedule C attached to this Agreement.

2. Rights and Privileges on Easement Area

By this Agreement the Owner grants to the Grantee, and its invitees, permittees, representatives, employees, and agents, their heirs, executors, administrators and assigns, the full, free and uninterrupted easement, right and liberty over the Easement Area to enter on and use the Easement Area for the purpose of constructing and maintaining (including trimming or removing trees and vegetation) a road and using the Easement Area as a road to give pedestrian and vehicular access to the Grantee's Property.

3. Duration

This Easement is appurtenant to the Grantee's Property and passes with a conveyance or other disposition of the estate in fee simple of the Grantee's Property, and is binding on the Servient Lands.

4. Annual Fee

The Grantee will pay the Owner an annual fee in advance in the amount of $________ to cover the Owner's costs of administering this Agreement.

5. Covenant

The obligation of the Grantee in this Agreement constitutes both contractual obligations and covenants under Section 219 of the Land Title Act in respect of the Grantee's Property and runs with the Grantee's Property and binds successors in title.

6. Non Exclusive Use

This Agreement will not entitle the Grantee to exclusive possession of the Easement Area and the Owner reserves the right to grant other dispositions of the Easement Area so long as the grant does not impair the Grantee's permitted use of the Easement Area.

7. Covenants of the Grantee

The Grantee covenants with the Owner:

• to pay the annual fee as described in paragraph 4 at the address of the Owner set out above or at such other place as the Owner may specify under paragraph 14;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged which relate to the Easement Area or any of the Grantee's improvements on the Easement Area which the Grantee is liable to pay;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority, including an Owner government, in any way affecting the Easement Area and improvements situate thereon, or their use and occupation;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Easement Area or do or suffer to be done thereon by its invitees, permittees, representatives, employees, or agents, or anyone for whom the Grantee is responsible at law, anything that may be or becomes a nuisance;
• not to bury debris or rubbish of any kind on the Easement Area;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Easement Area, or anything that may be or become a nuisance or annoyance to the Servient Lands;
• to deliver to the Owner from time to time, upon demand, proof of insurance required under this Agreement, receipts or other evidence of payment of any taxes or charges owning, and other monetary obligations of the Grantee required to be observed by the Grantee pursuant to this Agreement;
• to indemnify and save harmless the Owner against all losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:
  • any breach, violation or non-performance of any covenant, condition or obligation under this Agreement by the Grantee; and
  • any personal injury, death, or property damage, arising out of the Grantee's use or occupation of the Easement Area under this Agreement,
    
    and the Owner may add the amount of any losses, damages, costs and liabilities to the fees payable under paragraph 4, and the amount added will be payable to the Owner immediately.
• to keep the Easement Area in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any portion of the Easement Area or any improvement thereon that the Owner, acting reasonably, may direct by notice in writing to the Grantee;
• to permit the Owner or its authorized representative to enter upon the Easement Area at any time to examine its condition;
• to use and occupy the Easement Area in accordance with the provisions of this Agreement including the Special Conditions, if any, set out in Schedule C;
• on the expiration or at the earlier cancellation of this Agreement:
  • to quit peaceably and deliver possession of the Easement Area to the Owner;
  • to de-commission the road, including the removal of any structures or works on the Easement Area, and restore the surface of the Easement Area to the satisfaction of the Owner acting reasonably;
    
    and to the extent necessary, this covenant shall survive the expiration or cancellation of this Agreement;
• to obtain and keep in force insurance covering the Owner and the Grantee (without any rights of cross-claim or subrogation against the Owner) against claims for personal injury, death, property damage or third party or public liability claims arising from any accident or occurrence on the Easement Area to an amount not less than $1,000,000.00;
• notwithstanding subparagraph (m), the Owner may from time to time, acting reasonably, considering the amount of insurance a prudent owner would carry, require the Grantee to increase the amount of insurance and the Grantee will, within 60 days of receiving the request, obtain the required additional insurance and deliver to the Owner written confirmation of the change;
• not to interfere with the activities, works or other improvements of any other person who enters on or uses or occupies the Easement Area under a subsequent right or interest granted by the Owner, or who is otherwise authorized by the Owner to enter on or use or occupy the Easement Area, in accordance with paragraph 6; and
• if the Grantee, or its agents, contractors or representatives, discover any archaeological material on the Easement Area, to take all reasonable steps and precautions to minimize disturbance of that material, and to immediately notify the Owner.

8. Cancellation

Despite any other provision of this Agreement, this Agreement may be cancelled if the Grantee fails or refuses to observe or perform any term in this Agreement, and the failure continues after the Owner gives written notice of the failure to the Grantee for a period of:

• 30 days; or
• 150 days, if the failure because of its nature reasonably requires more than 30 days to cure, and provided that the Grantee proceeds diligently and continuously to cure the failure

then the Owner may by further written notice to the Grantee cancel this Agreement and despite paragraph 7 (l), any fixtures to the Easement Area will, at the discretion of the Owner, become the property of the Owner.

9. Relocation of Easement Area

If the Owner requires the Easement Area for another purpose, the Owner may, on 180 days written notice to the Grantee and in consultation with the Grantee:

• at its cost locate and construct an alternate road providing access to the Grantee's Property to a standard at least equivalent to the original road;
• grant a replacement Agreement for the alternate road on the same terms as this Agreement; and
• by further written notice to the Grantee cancel this Agreement;
  
  and on cancellation the Grantee will quit peaceably and deliver possession of the Easement Area, except that the Grantee may, at its election, within 60 days of the cancellation, or such longer time as reasonably required, remove any fixtures from the Easement Area, but the Grantee will not be required to comply with paragraph 7 (l) (ii).

10. Third Party Notice

The Owner will not dispose of, or agree to dispose of, the Servient Lands without first notifying any intended purchaser of the existence of this Agreement.

11. Ownership of Commercially Valuable Timber

All timber of commercial value on the Easement Area will remain the property of the Owner.

12. Security

The Grantee will deliver the Security to the Owner within 30 days of the commencement of this Agreement, and in any event prior to the Grantee's use of the Easement Area, as security for the performance of the Grantee's obligations under this Agreement, and the following will apply:

• the Grantee will maintain the Security in full until the later of:
  • the termination of this Agreement; or
  • the complete fulfillment of all of the Grantee's obligations under this Agreement;
• if the Grantee defaults in the performance of any of its obligations under this Agreement, the Owner may, in its sole election, draw on and use the Security to reimburse the Owner for all reasonable costs and expenses, including legal and other professional services costs if any, caused by or arising out of the Grantee's breach, and in the event of a call on the Security the Grantee will, as a condition of the continuation of this Agreement, immediately pay to the Owner the amount of the draw so that the full amount of the Security is available.

13. Disputes

Any dispute arising out of or in connection with this Agreement will be resolved as follows:

• the parties will attempt to resolve disputes by good faith negotiations, including timely disclosure of all relevant facts, information and documents;
• either party may, at any time, by written notice request that the dispute be referred to mediation, conducted by a mediator, knowledgeable about the matters in dispute;
• if the dispute is not resolved within 30 days of the notice to mediate under subparagraph (b) then, on the agreement of both parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration then either party may refer the matter to the courts;

except that it is not incompatible with this paragraph for a party to apply to a court at any time for interim or conservatory relief, and for the court to grant that relief.

14. Notice

If notice is required or permitted under this Agreement, the notice:

• must be in writing;
• must be delivered to the address set out above, or other address as specified in writing by a party; and
• may be given in one or more of the following ways:
  • delivered personally or by courier, and it will be deemed received on the next business day;
  • delivered by fax, and it will be deemed received on the next business day; or
  • mailed by pre-paid post in Canada, and it will be deemed received on the eighth business day following.

15. Waiver and Consent

A breach of any term, condition, covenant or other provision of this Agreement may only be waived in writing, and any waiver will not be construed as a waiver of any subsequent breach. Consent to or approval of any act, where consent or approval is required under this Agreement, will not be construed as consent to or approval of any subsequent act.

16. Remedies

No remedy set out in this Agreement is exclusive of any other remedy provided by law, but will be in addition to any other remedy existing at law, in equity, or by statute.

17. Enurement

The terms and provisions of this Agreement shall extend to, be binding upon and enure to the benefit of the parties hereto and their successors and permitted assigns.

18. Interpretation

In this Agreement:

• all attached schedules form an integral part of this Agreement;
• unless the context otherwise requires, the singular includes the plural and the masculine include the feminine gender, body politic and a corporation;
• the headings are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of the Agreement;
• a reference to an enactment of British Columbia or of Canada will be deemed to include a reference to any subsequent amendments or replacements; and
• if any provision is determined by a court or arbitrator of competent jurisdiction to be illegal or unenforceable, that provision will be considered separate and severable, and the legality or enforceability of the remaining provisions will not be affected by that determination.

In Witness Whereof the parties have duly executed this Agreement, as of the date first referred to above.

Nisga'a Nation

Per:____________________

Per:____________________

Grantee

Per:____________________

(authorized signatory of Grantee)

Schedule A: Description of Grantee's Property

Schedule B: Description of Both Servient Lands and Easement Area

Schedule C: Special Conditions

1. Definitions

"BC TEL" means BC TEL, and its successors and assigns.

"Final Agreement" means the Nisga'a Final Agreement between the Nisga'a Nation, Canada and British Columbia.

"Hydro Access Roads" means trails or roads that provide access to a Hydro right of way or works, including surfacing, bridges, drainage and support works, and other works required to maintain the integrity of the travelled surface.

"Hydro Access Road Areas" means those portions of Nisga'a Lands as described in Schedule A attached to this Agreement.

"Hydro Purposes" means the transmission and distribution of electric energy and telecommunications.

2. Relationship to Final Agreement

This Agreement is made under the Final Agreement, and defined terms in the Final Agreement will have the same meaning in this Agreement.

3. Rights on Hydro Access Road Areas

The Nisga'a Nation grants to Hydro, and its employees, representatives, agents, contractors, licensees and assignees, the full, free and uninterrupted right, liberty and right of way, as follows:

• to construct, operate, maintain, repair, alter, upgrade, remove and replace Hydro Access Roads, and remove and trim trees, vegetation and obstructions, on the Hydro Access Road Areas;
• to install, maintain and use gates in all fences constructed by others which are now or hereafter shall be on the Hydro Access Road Areas;
• to pass and repass over the Hydro Access Road Areas with or without equipment, machinery and materials as reasonably required by Hydro; and
• to generally do all acts or things necessary in connection with the foregoing.

4. Non Exclusive Use

This Agreement will not entitle Hydro to exclusive possession of the Hydro Access Road Areas or other parts of the Nisga'a Lands and the Nisga'a Nation reserves the right to grant other dispositions of the Hydro Access Road Areas so long as the grant does not materially affect the exercise of Hydro's rights under this Agreement.

5. Duration

In respect of a Hydro Access Road Area, the rights, liberties and rights of way granted under this Agreement are for so long as required and will terminate, without compensation to Hydro, when:

• the Hydro right of way that the Hydro Access Road Area serves terminates; or
• Hydro no longer requires the Hydro Access Road Areas, and:
  • Hydro gives 90 days written notice to the Nisga'a Nation; or
  • the Nisga'a Nation gives 90 days written notice to Hydro.

6. Work Plans For Hydro Access Roads

Except in an emergency, Hydro will provide to the Nisga'a Nation a written work plan describing proposed work on or related to a Hydro Access Road Area prior to undertaking the construction or development of any Hydro Access Road. Hydro will provide the work plan in time to afford the Nisga'a Nation the opportunity to comment, and Hydro will use reasonable efforts to accommodate any suggestions or requests presented by the Nisga'a Nation provided they do not result in significant increased costs.

7. Protection of the Environment

Hydro will undertake activities permitted under this Agreement having regard for the impact on the environment, and will take prudent measures to minimize damage or disruption to the environment.

8. Entry on Nisga'a Lands outside the Hydro Right of Way Areas

Hydro, and its employees, representatives, agents, contractors, licensees and assignees, may enter onto Nisga'a Lands outside the Hydro Access Road Areas for the purpose of undertaking works to protect Hydro Access Roads, or to protect persons and property, as follows:

• Hydro will before commencing any work deliver a written work plan describing the effect and extent of the proposed work on Nisga'a Lands to the Nisga'a Nation for approval;
• the Nisga'a Nation will not unreasonably withhold approval of the work plan, considering the effect of the proposed work, including the cost of the proposed works compared to the cost of alternate solutions, the extent of the risk of not undertaking the work, and the impact on the Nisga'a Lands. If Hydro and the Nisga'a Nation cannot agree on a work plan requested by Hydro within 30 days of receipt by the Nisga'a Nation of the proposed work plan, then either party may refer the disagreement to dispute resolution under Paragraph 14 of this Agreement;
• Hydro will minimize the damage to and time spent on Nisga'a Lands;
• Hydro will pay fair compensation, as defined in the Final Agreement, for any interference with or damage to adjacent Nisga'a Lands.

Notwithstanding other provisions of this paragraph or this Agreement, in an emergency Hydro may undertake works and take steps on Nisga'a Lands as are reasonably required to be taken immediately in order to protect Hydro Access Roads, and in that event Hydro will as soon as reasonably possible notify the Nisga'a Nation in writing.

9. Relocation of Hydro Access Road Areas

If the Nisga'a Nation requires a portion of a Hydro Access Road Area for another purpose, then upon request by the Nisga'a Nation, Hydro will relocate any Hydro Access Road Area, including the related Hydro Access Road, to a new location as follows:

• the relocation will proceed only if the new location is reasonably suitable for use for a Hydro Access Road considering construction, maintenance and operation and costs; and
• the Nisga'a Nation will give reasonable notice to permit design, planning and construction of the Hydro Access Road to be relocated; and
• the Nisga'a Nation will pay all reasonable costs, including costs of design, supervision and construction.

The Nisga'a Nation will extend a Hydro Access Road Area as reasonably required, so that the extended Hydro Access Road Area has similar priority over other charges and encumbrances as the original. When a portion of a Hydro Access Road Area is relocated, then the Hydro Access Road Area for the portion that is abandoned will be terminated.

10. Indemnity

Hydro will indemnify and save harmless the Nisga'a Nation from and against all losses, damages, costs, liabilities, claims, expenses, and suits, including fees of solicitors and other professional advisors, arising out of:

• any breach, violation or non-performance by Hydro of any of Hydro's covenants, conditions or obligations under this Agreement; and
• any personal injury, death, or property damage, including environmental damage, occurring on or to Nisga'a Lands arising from Hydro's use or occupation of Nisga'a Lands under this Agreement,

but not for any claims based on nuisance or the rule in Rylands v Fletcher unless Hydro was negligent.

11. Covenants of Hydro

Hydro covenants with the Nisga'a Nation:

• to pay compensation to the Nisga'a Nation for any damage to buildings, crops (except for trees in the Hydro Access Road Areas), livestock, drains, ditches, culverts, fences, trails, bridges, roads and fruit, nut or ornamental trees caused by Hydro;
• despite subparagraph (a), to pay compensation to its owner, in accordance with generally accepted principles of timber valuation, for all merchantable timber cut or damaged by Hydro on Nisga'a Lands on or adjacent to the Hydro Access Road Areas, and the parties agree that, on payment, title to any timber cut on the Nisga'a Lands under this Agreement vests in Hydro;
• to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged to the account of Hydro which relate to the Hydro Access Road Areas and which Hydro is liable to pay;
• to keep the Hydro Access Road Areas in a safe, clean and sanitary condition to the extent the condition relates to Hydro's use or occupation, and on written notice from the Nisga'a Nation to make safe, clean and sanitary any portion of the Hydro Access Road Areas that contravene the provisions of this covenant, provided that Hydro has no obligation to keep the Hydro Access Roads suitable for use by anyone except Hydro;
• not to disturb or interfere with any survey monuments, bars or iron pins located on the Nisga'a Lands including the Hydro Access Road Areas;
• not to bury debris or rubbish of any kind on Nisga'a Lands in excavations or backfill, and to remove shoring and similar temporary structures as backfilling proceeds;
• to bury and maintain all underground works as may be required so as not to unduly interfere with the drainage of Nisga'a Lands;
• not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Hydro Access Road Areas, or anything that may be or become a nuisance or annoyance to the owners of the Nisga'a Lands, except to the extent necessary to carry out any of the matters under this Agreement;
• to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent governmental authority which relate to the Hydro Access Road Areas;
• to permit the Nisga'a Nation to enter upon the Hydro Access Road Areas at any time to examine its condition;
• if for any reason this Agreement terminates with respect to a portion of the Hydro Access Road Areas, to:
  • quit peaceably that portion of the Hydro Access Road Areas; and
  • decommission any Hydro Access Roads on, and restore the surface of, that portion of the Hydro Access Road Areas to a condition to which similar lands are typically restored in British Columbia, unless otherwise agreed to in writing by the Nisga'a Nation and Hydro at the time of restoration;
    
    and to the extent necessary, this covenant will survive the termination of this Agreement; and
• if Hydro, or its employees, representatives, agents, contractors, licensees or assignees, discover any archaeological material on the Hydro Access Road Areas, to take all reasonable steps and precautions to minimize disturbance of that material, and to immediately notify the Nisga'a Nation.

12. Covenants of the Nisga'a Nation

The Nisga'a Nation covenants with Hydro:

• not to use or authorize the use of the Hydro Access Road Areas for any purpose, including the construction of any improvements, that in the reasonable opinion of Hydro would be unsafe or would interfere with Hydro's use of the Hydro Access Road Areas; and
• not to intentionally do or authorize any act or thing that injures or endangers the Hydro Access Roads.

13. Licence

Hydro will not licence the use of the Hydro Access Road Areas, in whole or in part, without the prior written consent of the Nisga'a Nation provided that:

• Hydro may grant a licence to BC Tel for the use of the Hydro Access Road Areas without the consent of the Nisga'a Nation;
• the Nisga'a Nation may attach conditions to its consent to any licence, including the provision of insurance and security, in a form and amount acceptable to the Nisga'a Nation; and
• no licence will act as a release of any of Hydro's obligations as set out in this Agreement.

14. Disputes

Any dispute arising out of or in connection with this Agreement will be resolved as follows:

• the parties will attempt to resolve disputes by good faith negotiations, including timely disclosure of all relevant facts, information and documents;
• either party may, at any time, by written notice request that the dispute be referred to mediation, conducted by a mediator, knowledgeable about the matters in dispute;
• if the dispute is not resolved within 30 days of the notice to mediate under subparagraph (b) then, on the agreement of both parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration then either party may refer the matter to a court of competent jurisdiction
  
  except that it is not incompatible with this paragraph for a party to apply to a court of competent jurisdiction at any time for interim or conservatory relief and for the court to grant that relief.

15. Notice

If notice is required or permitted under this Agreement, the notice:

• must be in writing;
• must be delivered to the address set out above, or other address as specified in writing by a party;
• may be given in one or more of the following ways:
  • delivered personally or by courier, and it will be deemed received on the next business day;
  • delivered by fax, and it will be deemed received on the next business day; or
  • mailed by pre-paid post in Canada, and it will be deemed received on the eighth business day following.

16. Runs With the Land

This Agreement runs with and binds Nisga'a Lands, to the extent reasonably necessary to give full force and effect to this Agreement.

17. Waiver and Consent

A breach of any term, condition, covenant or other provision of this Agreement may only be waived in writing, and any waiver will not be construed as a waiver of any subsequent breach. Consent to or approval of any act, where consent or approval is required under this Agreement, will not be construed as consent to or approval of any subsequent act.

18. Remedies

No remedy set out in this Agreement is exclusive of any other remedy provided by law, but will be in addition to any other remedy existing at law, in equity, or by statute.

19. Successors and Assigns

The terms and provisions of this Agreement will extend to, be binding upon and enure to the benefit of the parties and their successors and assigns.

20. Interpretation

In this Agreement:

• all attached schedules form an integral part of this Agreement;
• unless the context otherwise requires, the singular includes the plural and the masculine include the feminine gender, body politic and a corporation;
• the headings are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of this Agreement;
• a reference to an enactment of British Columbia or of Canada will be deemed to include a reference to any subsequent amendments or replacements; and
• if any provision is determined by a court or arbitrator of competent jurisdiction to be illegal or unenforceable, that provision will be considered separate and severable, and the legality or enforceability of the remaining provisions will not be affected by that determination.

In Witness Whereof the parties have duly executed this Agreement, as of the date first referred to above.

Nisga'a Nation

Per:____________________

Per:____________________

British Columbia Hydro and Power Authority

Per:____________________

Per:____________________

Schedule A - Description of Hydro Access Road Areas