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Maa-nulth First Nations Final Agreement Act

[SBC 2007] CHAPTER 43

Schedule

Maa-nulth First Nations Final Agreement

Appendix E

Interests On Maa‑nulth First Nation Lands

Replacement Interests

Appendix E-1 Interests on Maa‑nulth First Nation Lands of Huu‑ay‑aht First Nations
Part 1 Existing Interests Being Replaced
Part 2 Public Utility Distribution and Waterline Works
Part 3 Private Road Easements
Appendix E-2 Interests on Maa‑nulth First Nation Lands of Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations
Part 1 Existing Interests Being Replaced
Part 2 Public or Private Utility Distribution Works
Appendix E-3 Interests on Maa‑nulth First Nation Lands of Toquaht Nation
Part 1 Existing Interests Being Replaced
Part 2 Public Utility Transmission and Distribution Works
Part 3 Private Road Easements
Appendix E-4 Interests on Maa‑nulth First Nation Lands of Uchucklesaht Tribe
Part 1 Existing Interests Being Replaced
Part 2 Private Road Easements
Appendix E-5 Interests on Maa‑nulth First Nation Lands of Ucluelet First Nation
Part 1 Existing Interests Being Replaced
Part 2 Public Utility Transmission, Distribution and Waterline Works
Part 3 Private Road Easements
Appendix E-6 Applicable forms of documents for replacement Interests in Part 1 of Appendix E-1 through E-5
1. Licence of Occupation
2. Licence of Occupation for Federal Interest
3. Grant of Private Road Easement
4. Lease Agreement for Commercial Operation
5. Licence of Occupation for Trapline Cabin
6. Commercial Recreation Temporary Use Permit
7. Right of Way for the Willowbrae Trail
8. Access and Utilities Right of Way
Interests On Former Indian Reserves
Appendix E-7 Interests on Former Indian Reserves on Maa‑nulth First Nation Lands of Huu‑ay‑aht First Nations
Part 1 Certificate of Possession
Part 2 Public Utility Distribution and Waterline Works
Part 3 Other Interests
Appendix E-8 Interests on Former Indian Reserves on Maa‑nulth First Nation Lands of Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations
Part 1 Public or Private Utility Distribution Works
Appendix E-9 Interests on Former Indian Reserves on Maa‑nulth First Nation Lands of Ucluelet First Nation
Part 1 Certificate of Possession
Part 2 Public Utility Distribution Works
Appendix E-10  Applicable forms of documents for Various Interests
Part 1 Applicable forms of documents for Other Interests listed in Part 3 of Appendix E-7
1. Conservation Covenant
2. Right of Way for the West Coast Trail
Part 2 Applicable forms of documents for Public or Private Utility Transmission, Distribution and Waterline Works listed in Part 2 of Appendix E-1, E-2, E-3 and E-5, Part 2 of E-7, Part 1 of E-8 and Part 2 of E-9
1. Distribution Right of Way (BC Hydro and Telus)
2. Right of Way for Waterline
3. Right of Way for Private Utility Distribution Line
Part 3 Applicable forms of documents for potential future Public Utility Transmission and Distribution Works
1. Distribution Right of Way — Uchucklesaht Tribe (BC Hydro)
2. Transmission Right of Way — Toquaht Nation (BC Hydro)
3. Transmission Right of Way — Ucluelet First Nation (BC Hydro)
Interests To Continue Under Existing Terms And Conditions
Appendix E-11 Interests to Continue Under Existing Terms and Conditions on Maa‑nulth First Nation Lands of Huu‑ay‑aht First Nations
Part 1 Traplines
Part 2 Guide Outfitter Certificate
Part 3 Water Rights
Appendix E-12 Interests to Continue Under Existing Terms and Conditions on Maa‑nulth First Nation Lands of Ka:'yu:'k't'h'/Che:k'tles7et'h'First Nations
Part 1 Traplines
Part 2 Guide Outfitter Certificate
Part 3 Water Rights
Part 4 Subsurface Tenures
Part 5 Park Use Permits
Appendix E-13 Interests to Continue Under Existing Terms and Conditions on Maa‑nulth First Nation Lands of Toquaht Nation
Part 1 Traplines
Part 2 Guide Outfitter Certificate
Part 3 Subsurface Tenures
Part 4 Continuing Interests Registered in the Land Title Office
Appendix E-14 Interests to Continue Under Existing Terms and Conditions on Maa‑nulth First Nation Lands of Uchucklesaht Tribe
Part 1 Traplines
Part 2 Guide Outfitter Certificate
Part 3 Water Rights
Appendix E-15 Interests to Continue Under Existing Terms and Conditions on Maa‑nulth First Nation Lands of Ucluelet First Nation
Part 1 Traplines
Part 2 Guide Outfitter Certificate
Part 3 Water Rights
Part 4 Subsurface Tenures
Part 5 Continuing Interests Registered in the Land Title Office
Existing Foreshore Interests Requiring Upland Owner Consent
Appendix E-16 Existing Foreshore Interests Requiring Upland Owner Consent by Huu‑ay‑aht First Nations
Appendix E-17 Existing Foreshore Interests Requiring Upland Owner Consent by Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations
Appendix E-18 Existing Foreshore Interests Requiring Upland Owner Consent by Toquaht Nation
Appendix E-19 Existing Foreshore Interests Requiring Upland Owner Consent by Uchucklesaht Tribe
Appendix E-20 Existing Foreshore Interests Requiring Upland Owner Consent by Ucluelet First Nation
Appendix E-21 Applicable form of document for Upland Consent listed in E-16 through E-20

Appendix E-1 To E-5

Replacement Interests On

Maa‑nulth First Nation Lands

Appendix E-1

Interests On Maa‑nulth First Nation

Lands Of Huu‑ay‑aht First Nations

Part 1 — Existing Interests Being Replaced

General Location Interest Holder Facility Interest Being Replaced Huu‑ay‑aht First Nations Replacement Tenure Document
Appendix B-1, Part 2(a), Plan 4 Canadian Benthic Limited (Inc # 0139737) Wind generator and aquaculture Provincial Licence of Occupation No. 112470 Licence of Occupation [for Power Generation and Aquaculture Purposes]
Appendix B-1, Part 2, Plan 1 Her Majesty the Queen in Right of Canada, as Represented by the Minister of Fisheries and Oceans Marine navigation light (Wizard Islet) Occupied without a tenure document and identified as No.17908 in Directory of Federal Real Property Licence of Occupation for Federal Interest [for Marine Navigation Light]
Appendix B-1, Part 2(a), Plan 9 Her Majesty the Queen in Right of Canada, as Represented by the Minister of the Environment Hydrometric station Provincial Reserve No. 881023 Licence of Occupation for Federal Interest [for Hydrometric Station]

Part 2 — Public Utility Distribution and Waterline Works

General Location Interest Holder Facility Interest Being Replaced Huu‑ay‑aht First Nations Replacement Tenure Document
Appendix B-1, Part 2(a), Plan 6 BC Hydro Telus Joint electric power distribution and telecommunication lines Provincial Right of Way No. 2195 Distribution Right of Way (BC Hydro and Telus)
Appendix B-1, Part 2(a), Plans 3, 4, 5, 6, 7, 10, 11, 12 and 13 BC Hydro Telus Electric power distribution and telecommunication lines Provincial Licence of Occupation No.109925 Distribution Right of Way (BC Hydro and Telus)
Appendix B-1, Part 2(a), Plan 4 and 6 Alberni-Clayoquot Regional District Water pipeline and works Provincial Right of Way No. 102662 Right of Way for Waterline

Part 3 — Private Road Easements

General Location Interest Holder Road Description Huu‑ay‑aht First Nations Replacement Tenure Document
Identified for illustrative purposes as a road (gravel) on Appendix B-1, Part 2(a), Plan 9 Registered Owner of District Lot 45, Barclay District Point of termination at the intersection with Carnation Creek Road Grant of Private Road Easement

Appendix E-2

Interests On Maa‑nulth First Nation

Lands Of Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations

Part 1 — Existing Interests Being Replaced

General Location Interest Holder Facility Interest Being Replaced Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations Replacement Tenure Document
Appendix B-2, Part 2(a),

Plan 22
V.M.K. Enterprises Ltd. (Inc. No. BC0560052) Store, campsite, and marina office Provincial Lease No. 111798 LeaseAgreement [for Commercial Operation]
Appendix B-2, Part 2(a),

Plan 17
Her Majesty the Queen in Right of Canada, as Represented by the Minister of Fisheries and Oceans Marine navigation light (Amos Island) Provincial Order in Council 617/1927 and identified as No,18121 in Directory of Federal Real Property Licence of Occupation for Federal Interest [for Marine Navigation Light]
Appendix B-2, Part 2(a), Plan 16 Her Majesty the Queen in Right of Canada, as Represented by the Minister of Fisheries and Oceans Marine navigation light (Gayward Rock) Occupied without a tenure document and identified as No.18096 in Directory of Federal Real Property Licence of Occupation for Federal Interest [for Marine Navigation Light]
Appendix B-2, Part 2(a), Plan 16 Her Majesty the Queen in Right of Canada, as Represented by the Minister of Fisheries and Oceans Marine navigation light (Lookout Island) Provincial Order in Council 144/1907 and identified as No. 18087 in Directory of Federal Real Property Licence of Occupation for Federal Interest [for Marine Navigation Light]

Part 2 — Public or Private Utility Distribution Works

General Location Interest Holder Facility Interest Being Replaced Ka:'yu:'k't'h'/ Che:k'tles7et'h' First Nations Replacement Tenure Document
Appendix B-2, Part 2(a), Plan 22 Kyuquot Power Ltd. (Inc. No. BC0638180) Electric power distribution lines Occupied without a Tenure Document Right of Way for Private Utility Distribution Line

Appendix E-3

Interests On Maa‑nulth First Nation

Lands Of Toquaht Nation

Part 1 — Existing Interests Being Replaced

General Location Interest Holder Facility Interest Being Replaced Toquaht Nation Replacement Tenure Document
Appendix B-3, Part 2(a), Plan 4 Worleyparsons Canada Ltd. (Inc. No. A0068539) Groundwater investigation site Provincial Licence No.112038 Licence of Occupation [for Groundwater Investigation and Monitoring Purposes]
Appendix B-3, Part 2(a), Plan 9 Alberni-Clayoquot Regional District Community septic field Provincial Licence No.111804 Licence of Occupation [for Community Septic Field]
Appendix B-3, Part 2(a), Plan 9 Her Majesty the Queen in Right of Canada, as Represented by the Fisheries and Oceans Marine navigation light (Forbes Island) Occupied without a tenure document and identified as No. 17824 in Directory of Federal Real Property Licence of Occupation for Federal Interest [for Marine Navigation Light]

Part 2 — Public Utility Transmission and Distribution Works

General Location Interest Holder Facility Interest Being Replaced Toquaht Nation Replacement Tenure Document
Appendix B-3, Part 2(a), Plans 4, 7 and 9 BC Hydro Telus Future joint electric power distribution and telecommunication lines Tenures under application Distribution Right of Way (BC Hydro and Telus)

Part 3 — Private Road Easements

General Location Interest Holder Road Description Toquaht Nation Replacement Tenure Document
Identified for illustrative purposes as a road (gravel) on Appendix B-3, Part 2(a), Plan 7 Registered Owner of Section 90, Alberni District (situated in Clayoquot District), except part in Plan VIP75648 Point of termination is the intersection with FSR 9614 Grant of Private Road Easement
Identified for illustrative purposes as a road (gravel) on Appendix B-3, Part 2(a), Plan 9 Registered Owner of Section 49, Clayoquot District, Plan 510 (subdivided) Point of termination is the intersection with FSR 9614 and R12886 Grant of Private Road Easement
Identified for illustrative purposes as a road (gravel) on Appendix B-3, Part 2(a), Plan 9 Registered Owner of Section 49, Clayoquot District, Plan 510 (subdivided) Part of R12886. Point of termination is the intersection with FSR 9614 Grant of Private Road

Appendix E-4

Interests On Maa‑nulth First Nation

Lands Of Uchucklesaht Tribe

Part 1 — Existing Interests Being Replaced

General Location Interest Holder Facility Interest Being Replaced Uchucklesaht Tribe Replacement Tenure Document
Appendix B-4, Part 2(a), Plan 8 Her Majesty the Queen in

Right of British Columbia, as Represented by the Minister of Environment
Commercial trapline cabin Notation of Interest No. 871019 Licence of Occupation for Trapline Cabin
Appendix B-4, Part 2(a), Plan 9 Her Majesty the Queen in Right of Canada, as Represented by the Minister of Fisheries and Oceans Marine navigation light (Limestone Islet) Occupied without a tenure document and identified as 17858 in Directory of Federal Real Property Licence of Occupation for Federal Interest [for Marine Navigation Light]

Part 2 — Private Road Easements

General Location Interest Holder Road Description Uchucklesaht Tribe Replacement Tenure Document
Identified for illustrative purposes as a road (gravel) on Appendix B-4, Part 2 (a), Plan 9 Registered Owner of District Lot 1961, Clayoquot District (PID 003-585-425) Point of termination is the intersection with R07662 Grant of Private Road Easement
Identified for illustrative purposes as a road (gravel) on Appendix B-4, Part 2 (a), Plan 9 Registered Owner of Lot 1 of Section 5, Barclay District and District Lot 1978, Clayoquot District, Plan VIP69905 (PID 024-654-191) Point of termination is the intersection with R07662 Grant of Private Road Easement
Identified for illustrative purposes as a road (gravel) on Appendix B-4, Part 2 (a), Plan 9 Registered Owner of District Lot 596, Clayoquot District, except that part covered by Section 5, Barclay District, now in Clayoquot District (PID 010-162-224) Point of termination is the intersection with R07662 Grant of Private Road Easement

Appendix E-5

Interests On Maa‑nulth First Nation

Lands Of Ucluelet First Nation

Part 1 — Existing Interests Being Replaced

General Location Interest Holder Facility Interest Being Replaced Ucluelet First Nation Replacement Tenure Document
Appendix B-5, Part 2(a), Plan 1 Her Majesty the Queen in Right of Canada, as Represented by the Minister of the Environment Access trail into Pacific Rim National Park Provincial Reserve No. 001013 Right of Way for Willowbrae Trail
Appendix B-5, Part 2(a), Plan 6 John McRuer Commercial guided recreation Provincial Permit No.11925 Commercial Recreation Temporary Use Permit
Appendix B-5, Part 2(a), Plan 7 Her Majesty the Queen in Right of British Columbia, as Represented by the Minister of Environment Commercial trapline cabin Provincial Reserve No. 001001 Licence of Occupation for Trapline Cabin

Part 2 — Public Utility Transmission, Distribution and Waterline Works

General Location Interest Holder Facility Interest Being Replaced Ucluelet First Nation Replacement Tenure Document
Appendix B-5, Part 2(a), Plans 1, 2 and 3 BC Hydro Telus Existing joint electric power distribution and telecommunication lines Occupied without a Tenure Document Distribution Right of Way (BC Hydro and Telus)
Appendix B-5, Part 2(a), Plans 1, 2 and 3 BC Hydro Telus Future joint electric power distribution and telecommunication lines Tenures under application Distribution Right of Way (BC Hydro and Telus)
Appendix B-5, Part 2(a), Plans 2 and 3 Her Majesty the Queen in Right of Canada, as Represented by the Minister of Fisheries and Oceans Utility line Provincial Reserve No, R061017 Access and Utilities Right of Way
Appendix B-5, Part 2(a), Plan 1 District of Ucluelet Water line and works Provincial Licence No.109705 Right of Way for Waterline

Part 3 — Private Road Easements

General Location Interest Holder Road Description Ucluelet First Nation Replacement Tenure Document
Identified for illustrative purposes as a road (gravel) on Appendix B-5, Part 2(a), Plan 3 Registered Owner of that part of Lot 1012, Clayoquot District, shown coloured red on DD 20590-I Point of termination is the intersection with Sutton Road Grant of Private Road Easement
Identified for illustrative purposes as a road (gravel) on Appendix B-5, Part 2(a), Plan 3 Registered Owner of Block 5, District Lot 797, Clayoquot District, Plan 2014 Point of termination is the intersection with FSR 9614 and R12886 Grant of Private Road Easement
Appendix B-5, Part 2(a), Plan 3 Toquaht Nation Point of commencement is within Block 2, Plan 2014, District Lot 797 at Crown Corridor labelled FSR 9614 and R12886. Point of termination is northern boundary of Block 2, Plan 2971, District Lot 795 Grant of Private Road Easement

Appendix E-6

Applicable Forms Of Documents

For Replacement Interests In

Appendix E-1 Through E-5

  1. Licence of Occupation
  2. Licence of Occupation for Federal Interest
  3. Grant of Private Road Easement
  4. Lease Agreement for Commercial Operation
  5. Licence of Occupation for Trapline Cabin
  6. Commercial Recreation Temporary Use Permit
  7. Right of Way for the Willowbrae Trail
  8. Access and Utilities Right of Way

LICENCE OF OCCUPATION FOR [PURPOSES TO BE SPECIFIED]

THIS AGREEMENT is dated for reference

___________________________________

[insert month, day, year]

BETWEEN:

MAA‑NULTH FIRST NATION of

___________________________________

ADDRESS (the "Owner")

AND:

TENURE HOLDER of

___________________________________

ADDRESS (the "Licensee")

The parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 In this Agreement,

"Agreement" means this licence of occupation and any schedules attached hereto;

"Commencement Date" means [Effective Date];

"Fees" means the fees set out in Article 3;

"Improvements" includes anything made, constructed, erected, built, altered, repaired or added to, in, on or under the Land, and attached to it or intended to become a part of it, and also includes any clearing, excavating, digging, drilling, tunnelling, filling, grading or ditching of, in, on or under the Land;

"Land" means that part or those parts of the following described land shown outlined by bold line on the schedule attached to this Agreement entitled "Legal Description Schedule":

Note: Legal description to be included here.

"Realty Taxes" means all taxes, rates, levies, duties, charges and assessments levied or charged, at any time, by any government authority having jurisdiction which relate to the Land, the Improvements or both of them and which the Licensee is liable to pay under applicable laws;

"Security" means the security referred to in Section 5.1, as replaced or supplemented in accordance with Section 5.4;

"Term" means the period of time set out in Section 2.2;

ARTICLE 2 — GRANT, TERM AND RENEWAL

2.1 On the terms and conditions of this Agreement, the Owner hereby grants to the Licensee a licence to occupy the Land only for [purposes to be specified].

2.2 The term of this Agreement commences on the Commencement Date and terminates on the [insert term — e.g. tenth (10)] anniversary of that date, or such earlier date provided for in this Agreement.

2.3 If the Licensee is not then in default under this Agreement, the Licensee may renew this Agreement for [successive terms of [insert term e.g. (10) years each]. The Licensee may exercise each of its options to renew by delivering to the Owner written notice at least [insert number] days prior to the expiry of the Term or the then existing renewal term, as the case may be, or earlier, if the Licensee so chooses, that the Licensee will exercise its next following option to renew. Each renewal term will be upon the terms and conditions of this Agreement except for the Fees which will be equal to the greater of:

(a) the Fees for the immediately preceding Term or renewal term, as the case may be;

(b) or 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 such Fees for [insert purpose from Section 2.1] purposes located on similar Crown Land.

ARTICLE 3 — FEES

3.1 The Licensee will pay to the Owner:

(a) for the first year of the Term, Fees of [insert amount $], payable in advance on the Commencement Date; and

(b) for each year during the remainder of the Term, the Fees either determined by the Owner under Section 3.2 or established under Section 3.3, payable in advance on each anniversary of the Commencement Date.

3.2 The Owner will, not later than 15 days before each anniversary of the Commencement Date during the Term, give written notice to the Licensee specifying in the Owner's sole discretion the Fees payable by the Licensee under sub-section 3.1(b) for the subsequent year of the Term and the Owner will establish such Fees in accordance with the Owner's policies applicable to the Licensee's use of the Land under this Agreement, provided that such Fees will not exceed the amount determined pursuant to Section 2.3(b).

3.3 If the Owner does not give notice to the Licensee under Section 3.2, the Fees payable by the Licensee under Section 3.1(b) for the year for which notice was not given will be the same as the Fees payable by the Licensee for the preceding year of the Term.

ARTICLE 4 —COVENANTS

4.1 The Licensee covenants with the Owner:

(a) to pay, when due,

(i) the Fees due at the address set out in Article 8,

(ii) the Realty Taxes, and

(iii) all charges for electricity, gas, water and other utilities supplied to the Land for use by the Licensee;

(b) to observe, abide by and comply with

(i) all applicable laws, bylaws, orders, directions, ordinances and regulations of any government authority having jurisdiction in any way affecting the Licensee's use or occupation of the Land or the Improvements, and

(ii) the provisions of this Agreement;

(c) to keep the Land and the Improvements in a safe, clean and sanitary condition satisfactory to the Owner, and at the Owner's written request, rectify any failure to comply with such a covenant by making the Land and the Improvements safe, clean and sanitary;

(d) not to commit any wilful or voluntary waste, spoil or destruction on the Land or do anything on the Land that may be or become a nuisance or annoyance to an owner or occupier of land in the vicinity of the Land;

(e) to use and occupy the Land only in accordance with and for the purposes set out in Section 2.1;

(f) not construct, place or affix any Improvements on or to the Land except as necessary for the purposes set out in Section 2.1;

(g) not to interfere with the activities of any other person to enter on and use the Land under a prior or subsequent licence granted by the Owner;

(h) not cut or remove timber on or from the Land without the prior written consent of the Owner;

(i) to permit the Owner, or its representatives, to enter on the Land at any time to inspect the Land and the Improvements;

(j) to indemnify and save the Owner harmless against all claims, actions, causes of action, losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of

(i) any breach, violation or non-performance of a provision of this Agreement by the Licensee, and

(ii) any personal injury, bodily injury (including death) or property damage occurring or happening on or off the Land by virtue of the Licensee's occupation of the Land,

and the amount of all such losses, damages, costs and liabilities will be payable to the Owner immediately upon demand; and

(k) on the termination of this Agreement,

(i) peaceably quit and deliver to the Owner possession of the Land;

(ii) remove from the Land any Improvements that the Owner, in writing, directs or permits the Licensee to remove, other than any Improvement permitted to be placed on or made to the Land under another disposition, and

(iii) restore the surface of the Land as nearly as may reasonably be possible to the same condition as it was on the Commencement Date;

and to the extent necessary, this covenant will survive the termination of this Agreement.

(l) 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 ONE MILLION DOLLARS ($1,000,000) except that so long as the Licensee is the [Tenure Holder], the Owner will waive the requirements of this sub-section on the delivery to the Owner of confirmation that the Licensee is self insured] <note: if not a government agency or Crown Corporation, then no self-insurance is required>;

(m) notwithstanding sub-section (l), the Owner may from time to time notify the Licensee that the amount of insurance posted by the Licensee pursuant to that sub-section be changed and the Licensee shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to sub-section (l) to be changed to the amount specified by the Owner, acting reasonably, in the notice and delivery to the Owner with a written confirmation of the change, except that when the Licensee is self ensuring this section shall not apply;

(n) if the Licensee discovers any archaeological material on the Land, to take all reasonable steps and precautions to minimize disturbance of that material, and to immediately notify the Owner.

4.2 The Owner will not do anything on the Land that will interfere materially with the Improvements or the Licensee's use of the Improvements, or that creates a public hazard.

ARTICLE 5 — SECURITY

5.1 The sum of [insert amount] and all rights, privileges, benefits and interests accruing thereto shall be delivered by the Licensee to the Owner (herein called the "Security") to guarantee the performance of the Licensee's obligations under this licence and shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed.

Note: In the case of a government agency, local governments or a Crown Corporation then the security is waived.

5.2 If the Licensee 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.

5.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiry or earlier cancellation of this Licence.

5.4 Notwithstanding the amount of the Security stated to be required under Section 5.1 the Owner may, acting reasonably, from time to time by notice to the Licensee, demand the amount to be changed to that specified in a notice and the Licensee shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change. [When licencee is government agency, local governments or Crown Corporation, add, "except when Security is waived under Section 5.1, this section shall not apply].

ARTICLE 6 — ASSIGNMENT

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

ARTICLE 7 — TERMINATION

7.1 The Licensee further covenants and agrees with the Owner that:

(a) if the Licensee

(i) defaults in the payment of any money payable by the Licensee under this Agreement, or

(ii) fails to observe, abide by and comply with the provisions of this Agreement (other than the payment of any money payable by the Licensee under this Agreement),

and the Licensee's default or failure continues for 60 days after the Owner gives written notice of the default or failure to the Licensee,

(b) if, the Licensee fails to make diligent use of the Land for the purposes set out in this Agreement, and such failure continues for 180 days after the Owner gives written notice of the failure to the Licensee; or

(c) if the Licensee

(i) becomes insolvent or makes an assignment for the general benefit of its creditors,

(ii) commits an act which entitles a person to take action under the Bankruptcy and Insolvency Act (Canada) or a bankruptcy petition is filed or presented against the Licensee or/the Licensee consents to the filing of the petition or a decree is entered by a court of competent jurisdiction adjudging the Licensee bankrupt under any law relating to bankruptcy or insolvency, or

(iii) voluntarily enters into an arrangement with its creditors;

this Agreement will, at the Owner's option and with or without entry, terminate and the Licensee's right to use and occupy the Land will cease.

7.2 If the condition complained of (other than the payment of any money payable by the Licensee under this Agreement) reasonably requires more time to cure than 60 days, the Licensee will be deemed to have complied with the remedying of it if the Licensee commences remedying or curing the condition within 60 days and diligently completes the same.

7.3 The Licensee will make no claim for compensation, in damages or otherwise, upon the lawful termination of this Agreement under Section 7.1.

ARTICLE 8 — NOTICE

8.1 Any notice required to be given by either party to the other will be deemed to be given if mailed by prepaid registered mail in Canada or delivered to the address of the other at the addresses specified for each on the first page of this Licence, or at such other address as a party may, from time to time, direct in writing, and any such notice will be deemed to have been received if delivered, on the day of delivery, and if mailed, 7 days after the time of mailing, except in the case of mail interruption in which case actual receipt is required.

8.2 In order to expedite the delivery of any notice required to be given by either party to the other, a concurrent facsimile copy of any notice will, where possible, be provided to the other party but nothing in this section, and specifically the lack of delivery of a facsimile copy of any notice, will affect the deemed delivery provided in Section 8.1.

8.3 The delivery of all money payable to us under this Agreement will be effected by hand, courier or prepaid regular mail to the address specified above, or by any other payment procedure agreed to by the parties, such deliveries to be effective on actual receipt.

ARTICLE 9 — MISCELLANEOUS

9.1 No provision of this Agreement will be considered to have been waived unless the waiver is in writing, and a waiver of a breach of a provision of this Agreement will not be construed as or constitute a waiver of any further or other breach of the same or any other provision of this Agreement, and a consent or approval to any act requiring consent or approval will not waive or render unnecessary the requirement to obtain consent or approval to any subsequent same or similar act.

9.2 No remedy conferred upon or reserved to the Owner under this Agreement is exclusive of any other remedy in this Agreement or provided by law, but that remedy will be in addition to all other remedies in this Agreement or then existing at law, in equity or by statute.

9.3 This Agreement extends to, is binding upon and enures to the benefit of the parties, their heirs, executors, administrators, successors and permitted assigns.

9.4 Time is of the essence in this Agreement.

9.5 In this Licence, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and the corporation.

9.6 The captions and headings contained in this Licence 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.

9.7 If any section of this Licence 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 the Licence shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

9.8 This Agreement will be governed by and construed in accordance with the applicable laws of the Province of British Columbia and Canada.

The parties have executed this Agreement as of the date of reference of this Agreement.

SIGNED on behalf of MAA‑NULTH FIRST NATION,

by a duly authorized representative

___________________________________

Authorized Signatory

SIGNED on behalf of TENURE HOLDER

by a duly authorized signatory

___________________________________

Authorized Signatory

LEGAL DESCRIPTION SCHEDULE

LICENCE OF OCCUPATION FOR FEDERAL INTEREST

[PURPOSES TO BE SPECIFIED]

THIS AGREEMENT is dated for reference

___________________________________

[insert month, day, year]

BETWEEN:

MAA‑NULTH FIRST NATION of

___________________________________

[ADDRESS] (the "Owner")

AND:

HER MAJESTY THE QUEEN IN RIGHT OF CANADA

___________________________________

[INSERT APPROPRIATE FEDERAL MINISTRY AND ADDRESS]

(the "Licensee")

The parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 In this Agreement,

"Agreement" means this licence of occupation;

"Commencement Date" means [insert the Effective Date of the Final Agreement];

"Improvements" includes anything made, constructed, erected, built, altered, repaired or added to, in, on or under the Land, and attached to it or intended to become a part of it, and also includes any clearing, excavating, digging, drilling, tunnelling, filling, grading or ditching of, in, on or under the Land;

"Land" means that part or those parts of the following described land shown outlined by bold line on the schedule attached to this Agreement entitled "Legal Description Schedule":

Note: Legal description to be included here.

"Licence Fee" means the fee set out in Article 3;

"Realty Taxes" means all taxes, rates, levies, duties, charges and assessments levied or charged, at any time, by any government authority having jurisdiction which relate to the Land, the Improvements or both of them and which the Licensee is liable to pay under applicable laws; and

"Term" means the period of time set out in section 2.2.

ARTICLE 2 — GRANT, TERM AND RENEWAL

2.1 On the terms and conditions of this Agreement, the Owner hereby grants to the Licensee a licence to occupy the Land only for [purposes to be specified].

2.2 The term of this Agreement commences on the Commencement Date and terminates on the [insert term] anniversary of that date, or such earlier date provided for in this Agreement.

2.3 If the Licensee is not then in default under this Agreement, the Licensee may renew this Agreement for [one] successive term[s] of [insert term]. The Licensee may exercise each of its options to renew by delivering to the Owner written notice at least [insert number] days prior to the expiry of the Term or the then existing renewal term, as the case may be, or earlier, if the Licensee so chooses, that the Licensee will exercise its next following option to renew. Each renewal term will be upon the terms and conditions of this Agreement.

ARTICLE 3 — FEES

3.1 The Licensee will pay to the Owner a Licence Fee of One Dollar ($1.00) on the Commencement Date for the entire term of this Agreement.

ARTICLE 4 — COVENANTS

4.1 The Licensee covenants with the Owner:

(a)  to pay, when due:

(i) 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,

(ii) the Realty Taxes, and

(iii) all charges for electricity, gas, water and other utilities supplied to the Land for use by the Licensee;

(b) to observe, abide by and comply with:

(i) all applicable laws, bylaws, orders, directions, ordinances and regulations of any government authority having jurisdiction in any way affecting the Licensee's use or occupation of the Land or the Improvements, and

(ii) the provisions of this Agreement;

(c) to keep the Land and the Improvements in a safe, clean and sanitary condition satisfactory to the Owner acting reasonably, and at the Owner's written request, rectify any failure to comply with such a covenant by making the Land and the Improvements safe, clean and sanitary;

(d) not to commit any wilful or voluntary waste, spoil or destruction on the Land or do anything on the Land that may be or become a nuisance or annoyance to an owner or occupier of land in the vicinity of the Land;

(e) to use and occupy the Land only in accordance with and for the purposes set out in section 2.1 and the schedule attached and entitled "Special Provisos";

(f) not to construct, place or affix any Improvement on or to the Land except as necessary for the purposes set out in Section 2.1;

(g) not to interfere with the activities of any other person to enter on and use the Land under a prior or subsequent licence granted by the Owner;

(h) to permit the Owner, or its representatives, to enter on the Land at any time to inspect the Land and the Improvements;

(i) 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:

(i) any breach, violation or non-performance of any covenant, condition or agreement in this Agreement by the Licensee; and

(ii) any personal injury, death or property damage arising out of the Licensee's use and occupation of the Land,

and the amount of all such losses, damages, costs and liabilities will be payable to the Owner immediately upon demand; and

(j) on the termination of this Agreement,

(i) peaceably quit and deliver to the Owner possession of the Land;

(ii) remove from the Land any Improvement erected or placed on the Land by the Licensee, that the Owner, in writing, directs or permits the Licensee to remove; and

(iii) restore the surface of the Land as nearly as may reasonably be possible to the same condition as it was on the Commencement Date;

and to the extent necessary, this covenant will survive the termination of this Agreement.

4.2 The Owner will not do anything on the Land that will interfere materially with the Improvements or the Licensee's use of the Improvements, or that creates a public hazard.

ARTICLE 5 — ASSIGNMENT

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

ARTICLE 6 — TERMINATION

6.1 The Licensee further covenants and agrees with the Owner that:

(a) if the Licensee fails to observe, abide by and comply with the provisions of this Agreement and the Licensee's default or failure continues for 60 days after the Owner gives written notice of the default or failure to the Licensee,

(b) if, the Licensee fails to make diligent use of the Land for the purposes set out in this Agreement, and such failure continues for 180 days after the Owner gives written notice of the failure to the Licensee; or

(c) if the Licensee

(i) becomes insolvent or makes an assignment for the general benefit of its creditors,

(ii) commits an act which entitles a person to take action under the Bankruptcy and Insolvency Act (Canada) or a bankruptcy petition is filed or presented against the Licensee or/the Licensee consents to the filing of the petition or a decree is entered by a court of competent jurisdiction adjudging the Licensee bankrupt under any law relating to bankruptcy or insolvency, or

(iii) voluntarily enters into an arrangement with its creditors;

this Agreement will, at the Owner's option and with or without entry, terminate and the Licensee's right to use and occupy the Land will cease.

6.2 If the condition complained of reasonably requires more time to cure than 60 days, the Licensee will be deemed to have complied with the remedying of it if the Licensee commences remedying or curing the condition within 60 days and diligently completes the same.

6.3 The Licensee will make no claim for compensation, in damages or otherwise, upon the lawful termination of this Agreement under Section 6.1.

6.4 The Licensee may deliver to the Owner, as per Article 7, written notice cancelling this Agreement and thereafter this Agreement and the rights herein granted will terminate One Hundred and Eighty (180) days after the date of receipt by the Owner.

ARTICLE 7 — NOTICE

7.1 Any notice required to be given by either party to the other will be deemed to be given if mailed by prepaid registered mail in Canada or delivered to the address of the other at the addresses specified for each on the first page of this Agreement, or at such other address as a party may, from time to time, direct in writing, and any such notice will be deemed to have been received if delivered, on the day of delivery, and if mailed, seven days after the time of mailing, except in the case of mail interruption in which case actual receipt is required.

7.2 In order to expedite the delivery of any notice required to be given by either party to the other, a concurrent facsimile copy of any notice will, where possible, be provided to the other party but nothing in this section, and specifically the lack of delivery of a facsimile copy of any notice, will affect the deemed delivery provided in Section 7.1.

ARTICLE 8 — MISCELLANEOUS

8.1 No provision of this Agreement will be considered to have been waived unless the waiver is in writing, and a waiver of a breach of a provision of this Agreement will not be construed as or constitute a waiver of any further or other breach of the same or any other provision of this Agreement, and a consent or approval to any act requiring consent or approval will not waive or render unnecessary the requirement to obtain consent or approval to any subsequent same or similar act.

8.2 No remedy conferred upon or reserved to the Owner under this Agreement is exclusive of any other remedy in this Agreement or provided by law, but that remedy will be in addition to all other remedies in this Agreement or then existing at law, in equity or by statute.

8.3 This Agreement extends to, is binding upon and enures to the benefit of the parties, their heirs, executors, administrators, successors and permitted assigns.

8.4 Time is of the essence in this Agreement.

8.5 In this Agreement, unless the context otherwise requires, the singular includes the plural.

8.6 The captions and headings contained in this Agreement 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.

8.7 If any section of this Agreement 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 the Agreement shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

The parties have executed this Agreement as of the date of reference of this Agreement.

SIGNED on behalf of [MAA‑NULTH FIRST NATION],

by a duly authorized representative

___________________________________

Authorized Signatory

SIGNED on behalf of HER MAJESTY THE QUEEN

IN THE RIGHT OF CANADA by Her delegated signatory

___________________________________

Authorized Signatory

LEGAL DESCRIPTION SCHEDULE

1. Legal Description

2. Sketch Plan

SPECIAL PROVISO 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 [purposes to be specified.], and for greater certainty, the Owner retains ownership of merchantable timber on the Land.

2. Despite subsection 4.1(j) iii, at the expiration or cancellation of this Agreement, the Licensee may leave on the Land [any immovable objects to be specified].

GRANT OF PRIVATE ROAD EASEMENT

THIS AGREEMENT is dated [insert month, day, year].

BETWEEN:

[A MAA‑NULTH FIRST NATIONS]

(TO BE DETERMINED ON EXECUTION)

___________________________________

[insert address] (the "Owner")

AND:

___________________________________

[Insert legal name of grantee]

of

___________________________________

[insert address], (the "Grantee")

WHEREAS:

A. The Grantee wishes an easement over the Servient Lands to provide access to the Grantee's Property.

B. The Owner is willing to grant to the Grantee an easement over the Servient Lands to provide access to the Grantee's Property.

Therefore in consideration of the payment of the fee to be paid by the Grantee, and the Grantee's covenants as set out in this Agreement, the Owner and Grantee agree as follows:

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 12 in the amount of [$xx]

"Servient Lands" means the lands described in Schedule A 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 [$xx not to exceed $100.00 (2006 dollars)], 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:

(a) 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;

(b) 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;

(c) 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;

(d) 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;

(e) not to bury debris or rubbish of any kind on the Easement Area;

(f) not to commit or suffer any wilful or voluntary waste, spoil or destruction on the Easement Area, or anything that may be or becomes a nuisance or annoyance to the Servient Lands;

(g) 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 owing, and other monetary obligations of the Grantee required to be observed by the Grantee pursuant to this Agreement;

(h) 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:

i. any breach, violation or non-performance of any covenant, condition or obligation under this Agreement by the Grantee; and

ii. 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.

(i) 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;

(j) to permit the Owner or its authorized representative to enter upon the Easement Area at any time to examine its condition;

(k) 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;

(l) on the expiration or at the earlier cancellation of this Agreement:

i. to quit peaceably and deliver possession of the Easement Area to the Owner;

ii. 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;

(m) 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;

(n) 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;

(o) 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

(p) 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:

(a) 30 days; or

(b) 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(1), 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:

(a) 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;

(b) grant a replacement agreement for the alternate road on the same terms as this Agreement; and

(c) 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(1)(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:

(a) the Grantee will maintain the Security in full until the later of:

i. the termination of this Agreement; or

ii. the complete fulfillment of all of the Grantee's obligations under this Agreement;

(b) 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 of 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:

(a) the parties will attempt to resolve disputes by good faith negotiations, including timely disclosure of all relevant facts, information and documents;

(b) 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;

(c) 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:

(a) must be in writing;

(b) must be delivered to the address set out above, or other address as specified in writing by a party; and

(c) may be given in one or more of the following ways:

i. delivered personally or by courier, and it will be deemed received on the next business day;

ii. delivered by fax, and it will be deemed received on the next business day; or

iii. 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.  Indemnity

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:

(a) all attached schedules form an integral part of this Agreement;

(b) unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender, body politic and a corporation;

(c) 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;

(d) 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

(e) 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.

MAA‑NULTH FIRST NATIONS

(TO BE DETERMINED ON EXECUTION)

Per

___________________________________

[insert name]

Per

___________________________________

[insert name]

GRANTEE

Per

___________________________________

[insert name] (authorized signatory of Grantee)

Schedule A

To be Completed

Schedule B

To be Completed

Schedule C

To be Completed

LEASE AGREEMENT FOR COMMERCIAL OPERATION

This Lease Agreement is dated for reference ______________.

BETWEEN:

___________________________________

(the "Landlord")

AND:

___________________________________

(the "Tenant")

The parties agree as follows:

ARTICLE 1 — INTERPRETATION

1.1 In this Agreement,

"Agreement" means this lease;

"Commencement Date" means Effective Date of the Final Agreement;

"Improvements" includes anything made, constructed, erected, built, altered, repaired or added to, in, on or under the Land, and attached to it or intended to become a part of it, and also includes any clearing, excavating, digging, drilling, tunneling, filling, grading or ditching of, in, on or under the Land;

"Land" means that part or those parts of the following described lands and premises shown outlined by bold line on the schedule attached to this Agreement entitled "Legal Description Schedule":

Note: Land needs to be legally surveyed or subdivided to comply with the Land Title Act;

"Realty Taxes" means all taxes, rates, levies, duties, charges and assessments levied or charged, at any time, by any government authority having jurisdiction which relate to the Land, the Improvements or both of them and which you are liable to pay under applicable laws;

"Rent" means the rent set out in Article 3;

"Security" means the security referred to in Section 5.1 or 5.2, as replaced or supplemented in accordance with Section 5.5;

"Term" means the period of time set out in Section 2.2;

"we", "us" or "our" refers to the Landlord alone and never refers to the combination of the Landlord and the Tenant: that combination is referred to as "the parties"; and

"you" or "your" refers to the Tenant.

1.2 In this Agreement, "person" includes a corporation, firm or association and wherever the singular or masculine form is used in this Agreement it will be construed as the plural or feminine or neuter form, as the case may be, and vice versa where the context or parties require.

1.3 The captions and headings contained in this Agreement are for convenience only and do not define or in any way limit the scope or intent of this Agreement.

1.4 This Agreement will be interpreted according to the laws of the Province of British Columbia.

1.5 Where there is a reference to an enactment of the Province of British Columbia or of Canada in this Agreement, that reference will include a reference to every amendment to it, every regulation made under it and any subsequent enactment of like effect and, unless otherwise indicated, all enactments referred to in this Agreement are enactments of the Province of British Columbia.

1.6 If any section of this Agreement, or any part of a section, is found to be illegal or unenforceable, that section or part of a section, as the case may be, will be considered separate and severable and the remainder of this Agreement will not be affected and this Agreement will be enforceable to the fullest extent permitted by law.

1.7 Each schedule to this Agreement is an integral part of this Agreement as if set out at length in the body of this Agreement.

1.8 This Agreement constitutes the entire agreement between the parties and no understanding or agreement, oral or otherwise, exists between the parties with respect to the subject matter of this Agreement except as expressly set out in this Agreement and this Agreement may not be modified except by subsequent agreement in writing between the parties.

1.9 Each party will, upon the request of the other, do or cause to be done all lawful acts necessary for the performance of the provisions of this Agreement.

1.10 All provisions of this Agreement in our favour and all of our rights and remedies, either at law or in equity, will survive the termination of this Agreement.

1.11 Time is of the essence of this Agreement.

1.12 Where this Agreement contains the forms of words contained in Column I of Schedule 4 of the Land Transfer Form Act, those words will have the same effect and be construed as if the appropriate forms of words contained in Column II of that Schedule were contained in this Agreement, unless the context requires another construction of those words.

ARTICLE 2 — GRANT AND TERM

2.1 On the terms and conditions set out in this Agreement, we grant you a lease of the Land for [purposes to be specified].

2.2 The Term of this Agreement commences on the Commencement Date and terminates on the ______ anniversary of the Commencement Date, or such earlier date provided for in this Agreement

ARTICLE 3 — RENT

3.1 The Tenant will pay to the Landlord:

(a) for the first year of the Term, Rent of ___ Dollars ($____), payable in advance on the Commencement Date; and

(b) for each year during the remainder of the Term, the Rent either determined by us under Section 3.2 or established under Section 3.3, payable in advance on each anniversary of the Commencement Date.

3.2 We will, not later than 15 days before each anniversary of the Commencement Date during the Term, give written notice to you specifying in our sole discretion the Rent payable by you under sub-section 3.1(b) for the subsequent year of the Term and we will establish such Rent in accordance with our policies applicable to your use of the Land under this Agreement provided that such Rent will not exceed 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 such Rent for similar purposes located on similar Crown Land.

3.3 If we do not give notice to you under Section 3.2, the Rent payable by you under Section 3.1(b) for the year for which notice was not given will be the same as the Rent payable by you for the preceding year of the Term.

Note: Another option respecting rent could involve the Tenant making a single advance payment representing the rent for the entire Term or fixing a yearly rent for the entire term.

ARTICLE 4 — COVENANTS

4.1 You must

(a) pay, when due,

(i) the Rent to us at the address set out in Article 9,

(ii) the Realty Taxes, and

(iii) all charges for electricity, gas, water and other utilities supplied to the Land;

(b) deliver to us, immediately upon demand, receipts or other evidence of the payment of Realty Taxes and all other money required to be paid by you under this Agreement;

(c) at your expense, observe, abide by and comply with

(i) all applicable laws, bylaws, orders, directions, ordinances and regulations of any government authority having jurisdiction in any way affecting your use or occupation of the Land or Improvements, and

(ii) the provisions of this Agreement;

(d) in respect of the use of the Land by you or by anyone you permit to use the Land, keep the Land and the Improvements in a safe, clean and sanitary condition satisfactory to us, and at our written request, rectify any failure to comply with such a covenant by making the Land and the Improvements safe, clean and sanitary;

(e) not commit any wilful or voluntary waste, spoil or destruction on the Land or do anything on the Land that may be or become a nuisance or annoyance to an owner or occupier of land in the vicinity of the Land;

(f) use and occupy the Land only in accordance with and for the purposes set out in Section 2.1;

(g) pay all accounts and expenses as they become due for labour or services performed on, or materials supplied to, the Land except for money that you are required to hold back under the Builders Lien Act;

(h) if any claim of lien over the Land is made under the Builders Lien Act, immediately take all steps necessary to have the lien discharged, unless the claim of lien is being contested in good faith by you and you have taken the steps necessary to ensure that the claim of lien will not subject the Land or any interest of yours under this Agreement to sale or forfeiture;

(i) not cut or remove timber on or from the Land without

(i) our prior written consent, and

(ii) being granted the right under applicable laws to harvest timber on the Land;

(j) dispose of raw sewage and refuse only in accordance with the requirements and regulations of appropriate federal and provincial agencies;

(k) not use construction materials containing toxic substances, except in marine waters where the use of a preservative-treated wood may be necessary;

(l) not without prior written consent from us deposit on the Land, or any part of it, any earth, fill or other material for the purpose of filling in or raising the level of the Land;

(m) permit us, or our authorized representatives, to enter on the Land at any time to inspect the Land and the Improvements, provided that in regard to our inspection of the Improvements we take reasonable steps to minimize any disruption to your operations;

(n) indemnify and save us and our servants, employees and agents harmless against all claims, actions, causes of action, losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of

(i) your breach, violation or nonperformance of a provision of this Agreement, and

(ii) any personal injury, bodily injury (including death) or property damage occurring or happening on or off the Land by virtue of your entry upon, use or occupation of the Land,

and the amount of all such losses, damages, costs and liabilities will be payable to us immediately upon demand; and

(o) on the termination of this Agreement,

(i) peaceably quit and deliver to us possession of the Land and, subject to paragraphs (ii), (iii) and (iv) the Improvements in a safe, clean and sanitary condition,

(ii) within thirty (30) days, remove from the Land any Improvement you want to remove, if the Improvement was placed on or made to the Land by you, is in the nature of a tenant's fixture normally removable by tenants and is not part of a building or part of the Land,

(iii) remove from the Land any Improvement that we, in writing, direct or permit you to remove, other than any Improvement permitted to be placed on or made to the Land under another disposition, and

(iv) restore the surface of the Land as nearly as may reasonably be possible to the same condition as it was on the Commencement Date, to our satisfaction, but if you are not directed or permitted to remove an Improvement under paragraph (iii), this paragraph will not apply to that part of the surface of the Land on which that Improvement is located,

and all of your right, interest and estate in the Land will be absolutely forfeited to us, and to the extent necessary, this covenant will survive the termination of this Agreement.

4.2 You will not permit any person to do anything you are restricted from doing under this Article.

4.3 We will provide you with quiet enjoyment of the Land.

ARTICLE 5 — SECURITY AND INSURANCE

5.1 On the Commencement Date, you will deliver to us security in the amount of ____ ($___) which will

(a) guarantee the performance of your obligations under this Agreement;

(b) be in the form required by us; and

(c) remain in effect until we certify, in writing, that you have fully performed your obligations under this Agreement.

5.2 Despite Section 5.1, your obligations under that section are suspended for so long as you maintain in good standing other security acceptable to us to guarantee the performance of your obligations under this Agreement and all other dispositions held by you.

5.3 We may use the Security for the payment of any costs and expenses incurred by us to perform any of your obligations under this Agreement that are not performed by you and, if such event occurs, you will, within 30 days of that event, deliver further Security to us in an amount equal to the amount drawn down by us.

5.4 After we certify, in writing, that you have fully performed your obligations under this Agreement, we will return to you the Security maintained under Section 5.1, less all amounts drawn down by us under Section 5.3.

5.5 You acknowledge that we may, acting reasonably, from time to time, notify you to

(a) change the form or amount of the Security; and

(b) provide and maintain another form of Security in replacement of or in addition to the Security posted by you under this Agreement;

and you will, within 60 days of receiving such notice, deliver to us written confirmation that the change has been made or the replacement or additional form of Security has been provided by you.

5.6 You must

(a) without limiting your obligations or liabilities under this Agreement, at your expense, effect and keep in force during the Term the following insurance protecting us as an additional insured Comprehensive/Commercial General Liability insurance, in an amount of not less than One Million ($1,000,000.00) Dollars inclusive per occurrence insuring against liability for personal injury, bodily injury (including death) or property damage, and claims for liability assumed under contract, arising from all accidents or occurrences on the Land or the Improvements.

(b) on the Commencement Date and immediately upon demand, deliver to us a completed certificate of insurance for all insurance required to be maintained by you under this Agreement;

(c) ensure that all insurance required to be maintained by you under this Agreement is

(i) placed with insurers licensed in British Columbia,

(ii) primary and does not require the sharing of any loss by any insurer that insures us, and

(iii) endorsed to provide us with 30 days' advance written notice of cancellation or material change; and

(d) deliver or cause to be delivered to us, immediately upon demand, certified copies of all policies of insurance required to be maintained by you under this Agreement.

ARTICLE 6 — ASSIGNMENT

6.1 You must not sublease, assign, mortgage or transfer this Agreement, or permit any person to use or occupy the Land, without our prior written consent, which consent will not be unreasonably withheld.

6.2 For the purpose of Section 6.1, if you are a corporation, a change in control (as that term is defined in sub-section 2(3) of the Business Corporations Act) will be deemed to be a transfer of this Agreement.

6.3 Section 6.2 does not apply to a corporation if the shares of the corporation which carry votes for the election of the directors of the corporation trade on a stock exchange located in Canada.

ARTICLE 7 — TERMINATION

7.1 You agree with us that

(a) if you

(i) default in the payment of any money payable by you under this Agreement, or

(ii) fail to observe, abide by and comply with the provisions of this Agreement (other than the payment of any money payable by you under this Agreement),

and your default or failure continues for 60 days after we give written notice of the default or failure to you,

(b) if you

(i) become insolvent or make an assignment for the general benefit of your creditors,

(ii) commit an act which entitles a person to take action under the Bankruptcy and Insolvency Act (Canada) or a bankruptcy petition is filed or presented against you or you consent to the filing of the petition or a decree is entered by a court of competent jurisdiction adjudging you bankrupt under any law relating to bankruptcy or insolvency, or

(iii) voluntarily enter into an arrangement with your creditors;

(c) if you are a corporation,

(i) a receiver or receiver-manager is appointed to administer or carry on your business, or

(ii) an order is made, a resolution passed or a petition filed for your liquidation or winding up;

(d) if you are a society, you convert into a company in accordance with the Society Act without our prior written consent; or

(e) if this Agreement is taken in execution or attachment by any person;

this Agreement will, at our option and with or without entry, terminate, and all of your right, interest and estate in the Land will be absolutely forfeited to us.

7.2 If the condition complained of (other than the payment of any money payable by you under this Agreement) reasonably requires more time to cure than 60 days, you will be deemed to have complied with the remedying of it if you commence remedying or curing the condition within 60 days and diligently complete the same.

7.3 You agree with us that you will make no claim for compensation, in damages or otherwise, upon the lawful termination of this Agreement under Section 7.1.

ARTICLE 8 — DISPUTE RESOLUTION

8.1 If any dispute arises under this Agreement, the parties will make all reasonable efforts to resolve the dispute within 60 days of the dispute arising (or within such other time period agreed to by the parties) and, subject to applicable laws, provide candid and timely disclosure to each other of all relevant facts, information and documents to facilitate those efforts.

8.2 If a dispute under this Agreement cannot be resolved under Section 8.1, we or you may refer the dispute to arbitration conducted by a sole arbitrator appointed pursuant to the Commercial Arbitration Act.

8.3 The cost of the arbitration referred to in Section 8.2 will be shared equally by the parties and the arbitration will be governed by the laws of the Province of British Columbia.

8.4 The arbitration will be conducted at our offices (or the offices of our authorized representative) in ________, British Columbia, and if we or our authorized representative have no office in _________, British Columbia, then our offices (or the offices of our authorized representative) that are closest to ___________, British Columbia.

ARTICLE 9 — NOTICE

9.1 Any notice required to be given by either party to the other will be deemed to be given if mailed by prepaid registered mail in Canada or delivered to the address of the other as follows:

to us

___________________________________

Landlord

to you

___________________________________

Tenant

or at such other address as a party may, from time to time, direct in writing, and any such notice will be deemed to have been received if delivered, on the day of delivery, and if mailed, 7 days after the time of mailing, except in the case of mail interruption in which case actual receipt is required.

9.2 In order to expedite the delivery of any notice required to be given by either party to the other, a concurrent facsimile copy of any notice will, where possible, be provided to the other party but nothing in this section, and specifically the lack of delivery of a facsimile copy of any notice, will affect the deemed delivery provided in Section 9.1.

9.3 The delivery of all money payable to us under this Agreement will be effected by hand, courier or prepaid regular mail to the address specified above, or by any other payment procedure agreed to by the parties, such deliveries to be effective on actual receipt.

ARTICLE 10 — MISCELLANEOUS

10.1 No provision of this Agreement will be considered to have been waived unless the waiver is in writing, and a waiver of a breach of a provision of this Agreement will not be construed as or constitute a waiver of any further or other breach of the same or any other provision of this Agreement, and a consent or approval to any act requiring consent or approval will not waive or render unnecessary the requirement to obtain consent or approval to any subsequent same or similar act.

10.2 No remedy conferred upon or reserved to us under this Agreement is exclusive of any other remedy in this Agreement or provided by law, but that remedy will be in addition to all other remedies in this Agreement or then existing at law, in equity or by statute.

10.3 The grant of a sublease, assignment or transfer of this Agreement does not release you from your obligation to observe and perform all the provisions of this Agreement on your part to be observed and performed unless we specifically release you from such obligation in our consent to the sublease, assignment or transfer of this Agreement.

10.4 This Agreement extends to, is binding upon and enures to the benefit of the parties, their heirs, executors, administrators, successors and permitted assigns.

10.5 If the Tenant is comprised of more than one person then all covenants and agreements on their part will be deemed joint and several covenants.

10.6 If, due to a strike, lockout, labour dispute, act of God, inability to obtain labour or materials, law, ordinance, rule, regulation or order of a competent governmental authority, enemy or hostile action, civil commotion, fire or other casualty or any condition or cause beyond your reasonable control, other than normal weather conditions, you are delayed in performing any of your obligations under this Agreement, the time for the performance of that obligation will be extended by a period of time equal to the period of time of the delay so long as

(a) you give notice to us within 30 days of the commencement of the delay setting forth the nature of the delay and an estimated time frame for the performance of your obligation; and

(b) you diligently attempt to remove the delay.

The parties have executed this Agreement as of the date of reference of this Agreement.

Landlord

___________________________________

Authorized Signatory of

___________________________________

Witness Tenant

___________________________________

Witness Tenant

LEGAL DESCRIPTION SCHEDULE

LICENCE OF OCCUPATION FOR TRAPLINE CABIN

THIS AGREEMENT is dated for reference [insert month, day, year]

BETWEEN:

MAA‑NULTH FIRST NATION of

___________________________________

ADDRESS (the "Owner")

AND:

TENURE HOLDER of

___________________________________

ADDRESS (the "Licensee")

The parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 In this Agreement,

"Agreement" means this licence of occupation and any schedules attached hereto;

"Commencement Date" means [Effective Date];

"Fees" means the fees set out in Article 3;

"Improvements" includes anything made, constructed, erected, built, altered, repaired or added to, in, on or under the Land, and attached to it or intended to become a part of it, and also includes any clearing, excavating, digging, drilling, tunnelling, filling, grading or ditching of, in, on or under the Land;

"Land" means that part or those parts of the following described land shown outlined by bold line on the schedule attached to this Agreement entitled "Legal Description Schedule":

Note: Legal description to be included here.

"Realty Taxes" means all taxes, rates, levies, duties, charges and assessments levied or charged, at any time, by any government authority having jurisdiction which relate to the Land, the Improvements or both of them and which the Licensee is liable to pay under applicable laws;

"Security" means the security referred to in Section 5.1, as replaced or supplemented in accordance with Section 5.4;

"Term" means the period of time set out in Section 2.2;

"Trapline" means the trapline having the registration number TR ____________.

ARTICLE 2 — GRANT, TERM AND RENEWAL

2.1 On the terms and conditions of this Agreement, the Owner hereby grants to the Licensee a licence to occupy the Land only for trapline cabin purposes.

2.2 The term of this Agreement commences on the Commencement Date and terminates on the [insert term — e.g. tenth (10)] anniversary of that date, or such earlier date provided for in this Agreement.

2.3 If the Licensee is not then in default under this Agreement, the Licensee may renew this Agreement for successive terms of [insert term e.g. (10) years each]. The Licensee may exercise each of its options to renew by delivering to the Owner written notice at least [insert number] days prior to the expiry of the Term or the then existing renewal term, as the case may be, or earlier, if the Licensee so chooses, that the Licensee will exercise its next following option to renew. Each renewal term will be upon the terms and conditions of this Agreement except for the Fees which will be equal to the greater of:

(a) the Fees for the immediately preceding Term or renewal term, as the case may be;

(b) or 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 such Fees for [insert purpose from Section 2.1] purposes located on similar Crown Land.

ARTICLE 3 — FEES

3.1 The Licensee will pay to the Owner:

(a) for the first year of the Term, Fees of [insert amount $], payable in advance on the Commencement Date; and

(b) for each year during the remainder of the Term, the Fees either determined by the Owner under Section 3.2 or established under Section 3.3, payable in advance on each anniversary of the Commencement Date.

3.2 The Owner will, not later than 15 days before each anniversary of the Commencement Date during the Term, give written notice to the Licensee specifying in the Owner's sole discretion the Fees payable by the Licensee under sub-section 3.1(b) for the subsequent year of the Term and the Owner will establish such Fees in accordance with the Owner's policies applicable to the Licensee's use of the Land under this Agreement, provided that such Fees will not exceed the amount determined pursuant to Section 2.3(b).

3.3 If the Owner does not give notice to the Licensee under Section 3.2, the Fees payable by the Licensee under Section 3.1(b) for the year for which notice was not given will be the same as the Fees payable by the Licensee for the preceding year of the Term.

ARTICLE 4 — COVENANTS

4.1 The Licensee covenants with the Owner:

(a) to pay, when due,

(i) the Fees due at the address set out in Article 8,

(ii) the Realty Taxes, and

(iii) all charges for electricity, gas, water and other utilities supplied to the Land for use by the Licensee;

(b) to observe, abide by and comply with

(i) all applicable laws, bylaws, orders, directions, ordinances and regulations of any government authority having jurisdiction in any way affecting the Licensee's use or occupation of the Land or the Improvements, and

(ii) the provisions of this Agreement;

(c) to keep the Land and the Improvements in a safe, clean and sanitary condition satisfactory to the Owner, and at the Owner's written request, rectify any failure to comply with such a covenant by making the Land and the Improvements safe, clean and sanitary;

(d) not to commit any wilful or voluntary waste, spoil or destruction on the Land or do anything on the Land that may be or become a nuisance or annoyance to an owner or occupier of land in the vicinity of the Land;

(e) to use and occupy the Land only in accordance with and for the purposes set out in Section 2.1;

(f) not construct, place or affix any Improvements on or to the Land except as necessary for the purposes set out in Section 2.1;

(g) not to interfere with the activities of any other person to enter on and use the Land under a prior or subsequent licence granted by the Owner;

(h) not cut or remove timber on or from the Land without the prior written consent of the Owner;

(i) to permit the Owner, or its representatives, to enter on the Land at any time to inspect the Land and the Improvements;

(j) to indemnify and save the Owner harmless against all claims, actions, causes of action, losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of

(i) any breach, violation or non-performance of a provision of this Agreement by the Licensee, and

(ii) any personal injury, bodily injury (including death) or property damage occurring or happening on or off the Land by virtue of the Licensee's occupation of the Land,

and the amount of all such losses, damages, costs and liabilities will be payable to the Owner immediately upon demand; and

(k) on the termination of this Agreement,

(i) peaceably quit and deliver to the Owner possession of the Land;

(ii) remove from the Land any Improvements that the Owner, in writing, directs or permits the Licensee to remove, other than any Improvement permitted to be placed on or made to the Land under another disposition, and

(iii) restore the surface of the Land as nearly as may reasonably be possible to the same condition as it was on the Commencement Date;

and to the extent necessary, this covenant will survive the termination of this Agreement.

(l) 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

Note: [to an amount not less than ONE MILLION DOLLARS ($1,000,000) except that so long as the Licensee is the [Tenure Holder], the Owner will waive the requirements of this sub-section on the delivery to the Owner of confirmation that the Licensee is self insured] note: if not a government agency or Crown Corporation, then no self-insurance is required;

(m) notwithstanding sub-section (l), the Owner may from time to time notify the Licensee that the amount of insurance posted by the Licensee pursuant to that sub-section be changed and the Licensee shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to sub-section (l) to be changed to the amount specified by the Owner, acting reasonably, in the notice and delivery to the Owner with a written confirmation of the change, except that when the Licensee is self ensuring this section shall not apply;

(n) if the Licensee discovers any archaeological material on the Land, to take all reasonable steps and precautions to minimize disturbance of that material, and to immediately notify the Owner.

4.2 The Owner will not do anything on the Land that will interfere materially with the Improvements or the Licensee's use of the Improvements, or that creates a public hazard.

ARTICLE 5 — SECURITY

5.1 The sum of [insert amount] and all rights, privileges, benefits and interests accruing thereto shall be delivered by the Licensee to the Owner (herein called the "Security") to guarantee the performance of the Licensee's obligations under this licence and shall be maintained in effect until such time as the Owner certifies in writing that such obligations have been fully performed. In the case of a government agency, local governments or a Crown Corporation then the security is waived.

5.2 If the Licensee 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.

5.3 The rights of the Owner under this Article shall be deemed to continue in full force and effect notwithstanding the expiry or earlier cancellation of this Licence.

5.4 Notwithstanding the amount of the Security stated to be required under Section 5.1 the Owner may, acting reasonably, from time to time by notice to the Licensee, demand the amount to be changed to that specified in a notice and the Licensee shall, within 60 days of such notice, change the Security to that specified and provide the Owner with evidence of the change. [When licencee is government agency, local governments or Crown Corporation, add, "except when Security is waived under Section 5.1, this section shall not apply].

ARTICLE 6 — ASSIGNMENT

6.1 This licence is appurtenant to the Trapline and if the Trapline is assigned or otherwise transferred to another entity, this licence shall be deemed to be assigned to such entity.

6.2 The Licensee shall give written notice to the Owner of any assignment or other transfer of the Trapline within 60 days after that assignment or other transfer.

6.3 This licence terminates if the Trapline terminates, is abandoned or cancelled, or is amended so as to render this licence unnecessary.

6.4 Subject to Section 6.1, the Licensee shall not assign this licence or sublicense any part of the Land, without the prior written consent of the Owner, which consent shall not be unreasonably withheld.

ARTICLE 7 — TERMINATION

7.1 The Licensee further covenants and agrees with the Owner that:

(a) if the Licensee

(i) defaults in the payment of any money payable by the Licensee under this Agreement, or

(ii) fails to observe, abide by and comply with the provisions of this Agreement (other than the payment of any money payable by the Licensee under this Agreement),

and the Licensee's default or failure continues for 60 days after the Owner gives written notice of the default or failure to the Licensee,

(b) if, the Licensee fails to make diligent use of the Land for the purposes set out in this Agreement, and such failure continues for 180 days after the Owner gives written notice of the failure to the Licensee; or

(c) if the Licensee

(i) becomes insolvent or makes an assignment for the general benefit of its creditors,

(ii) commits an act which entitles a person to take action under the Bankruptcy and Insolvency Act (Canada) or a bankruptcy petition is filed or presented against the Licensee or/the Licensee consents to the filing of the petition or a decree is entered by a court of competent jurisdiction adjudging the Licensee bankrupt under any law relating to bankruptcy or insolvency, or

(iii) voluntarily enters into an arrangement with its creditors;

this Agreement will, at the Owner's option and with or without entry, terminate and the Licensee's right to use and occupy the Land will cease.

7.2 If the condition complained of (other than the payment of any money payable by the Licensee under this Agreement) reasonably requires more time to cure than 60 days, the Licensee will be deemed to have complied with the remedying of it if the Licensee commences remedying or curing the condition within 60 days and diligently completes the same.

7.3 The Licensee will make no claim for compensation, in damages or otherwise, upon the lawful termination of this Agreement under Section 7.1.

ARTICLE 8 — NOTICE

8.1 Any notice required to be given by either party to the other will be deemed to be given if mailed by prepaid registered mail in Canada or delivered to the address of the other at the addresses specified for each on the first page of this Licence, or at such other address as a party may, from time to time, direct in writing, and any such notice will be deemed to have been received if delivered, on the day of delivery, and if mailed, 7 days after the time of mailing, except in the case of mail interruption in which case actual receipt is required.

8.2 In order to expedite the delivery of any notice required to be given by either party to the other, a concurrent facsimile copy of any notice will, where possible, be provided to the other party but nothing in this section, and specifically the lack of delivery of a facsimile copy of any notice, will affect the deemed delivery provided in Section 8.1.

8.3 The delivery of all money payable to us under this Agreement will be effected by hand, courier or prepaid regular mail to the address specified above, or by any other payment procedure agreed to by the parties, such deliveries to be effective on actual receipt.

ARTICLE 9 — MISCELLANEOUS

9.1 No provision of this Agreement will be considered to have been waived unless the waiver is in writing, and a waiver of a breach of a provision of this Agreement will not be construed as or constitute a waiver of any further or other breach of the same or any other provision of this Agreement, and a consent or approval to any act requiring consent or approval will not waive or render unnecessary the requirement to obtain consent or approval to any subsequent same or similar act.

9.2 No remedy conferred upon or reserved to the Owner under this Agreement is exclusive of any other remedy in this Agreement or provided by law, but that remedy will be in addition to all other remedies in this Agreement or then existing at law, in equity or by statute.

9.3 This Agreement extends to, is binding upon and enures to the benefit of the parties, their heirs, executors, administrators, successors and permitted assigns.

9.4 Time is of the essence in this Agreement.

9.5 In this Licence, unless the context otherwise requires, the singular includes the plural and the masculine includes the feminine gender and the corporation.

9.6 The captions and headings contained in this Licence 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.

9.7 If any section of this Licence 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 the Licence shall not be affected thereby and shall be enforceable to the fullest extent permitted by law.

9.8 This Agreement will be governed by and construed in accordance with the applicable laws of the Province of British Columbia and Canada.

The parties have executed this Agreement as of the date of reference of this Agreement.

SIGNED on behalf of MAA‑NULTH FIRST NATION,

by a duly authorized representative

___________________________________

Authorized Signatory

SIGNED on behalf of TENURE HOLDER by a duly authorized signatory

___________________________________

Authorized Signatory

LEGAL DESCRIPTION SCHEDULE

COMMERCIAL RECREATION TEMPORARY USE PERMIT

THIS PERMIT is dated for reference ___________, ___________

BETWEEN:

MAA‑NULTH FIRST NATION of

___________________________________

(the "Owner")

AND:

JOHN ALEXANDER MCRUER,

4728 Southgate Road

Port Alberni, B.C., V9Y 5K6

(the "Permittee")

The parties agree as follows:

ARTICLE 1 — INTERPRETATION

1.1 In this Permit,

"Actual Client Value" means $1.00 for each Client Day;

"Client" means a person from whom you accept a fee to undertake a recreational activity;

"Client Day" means each calendar day, or portion of a calendar day, that a Client is on the Land;

"Commencement Date" means the Effective Date of the Final Agreement;

"Estimated Client Days" means the number of Client Days you estimate for the Term as set out in writing to us prior to the Commencement Date;

"Fees" means the fees set out in Article 3;

"Land" means that part or those parts of the following described land shown outlined by bold line on the schedule attached to this Permit entitled "Legal Description Schedule":

Note : Legal Description to be included here

"Realty Taxes" means all taxes, rates, levies, duties, charges and assessments levied or charged, at any time, by any government authority having jurisdiction which relate to the Land and which you are liable to pay under applicable laws;

"Term" means the period of time set out in Section 2.2;

"we", "us" or "our" refers to the Owner alone and never refers to the combination of the Owner and the Permittee: that combination is referred to as "the parties"; and

"you" or "your" refers to the Permittee.

ARTICLE 2 — GRANT AND TERM

2.1 On the terms and conditions set out in this Permit, we permit you to enter on the Land for commercial guided hiking and nature viewing purposes, and you acknowledge that this Permit does not grant you exclusive use and occupation of the Land.

2.2 The term of this Permit commences on the Commencement Date and terminates on ______________, _____, or such earlier date provided for in this Permit.

ARTICLE 3 — FEES

3.1 On or before the Commencement Date, you will pay to us the greater of the following amount:

(a) $1.00 per Estimated Client Day; or

(b) $500.00.

3.2 Not later than 60 days after the expiration of the Term, you will deliver to us a statutory declaration made by you declaring the number of Client Days during the Term and, if the Actual Client Value exceeds the amount paid by you under Section 3.1, you will deliver to us the excess amount.

3.3 You must keep accurate written books and records in connection with this Permit including written records of Client Days.

3.4 In the event that an audit of your books and records taken under Article 4 reveals that you have not paid to us all Fees owed to us under this Permit, you will immediately pay to us the cost of the audit together with all outstanding Fees.

ARTICLE 4 — COVENANTS

4.1 You must:

(a) pay, when due,

(i) the Fees to us at the address set out in Article 7,

(ii) the Realty Taxes, and

(b) deliver to us, immediately upon demand, receipts or other evidence of the payment of Realty Taxes and all other money required to be paid by you under this Permit;

(c) observe, abide by and comply with:

(i) all applicable laws, bylaws, orders, directions, ordinances and regulations of any government authority having jurisdiction in any way affecting your use or occupation of the Land, and

(ii) the provisions of this Permit;

(d) not assign, sublicense or transfer this Permit or permit any person to use or occupy the Land, without our prior written consent, (if you are a corporation, a change in control, (as that term is defined in sub-Section 2(3) of the Business Corporations Act) will be deemed to be a transfer of this Permit);

(e) use and occupy the Land only in accordance with and for the purposes set out in Section 2.1;

(f) in respect of the use of the Land by you or by anyone you permit to use the Land, keep the Land in a safe, clean and sanitary condition satisfactory to us, and at our written request, rectify any failure to comply with such a covenant by making the Land safe, clean and sanitary;

(g) not commit any wilful or voluntary waste, spoil or destruction on the Land or do anything on the Land that may be or become a nuisance or annoyance to an owner or occupier of land in the vicinity of the Land;

(h) not construct, place, anchor, secure or affix anything on or to the Land;

(i) not cut or remove timber on or from the Land or do anything to change the condition of the Land from the condition it was in on the Commencement Date;

(j) permit us, or our authorized representatives, at any time, to enter on the Land to inspect the Land;

(k) not interfere with any person found on the Land who has a public right of access over the Land;

(l) deliver to us, as soon as reasonably possible, all reports we may request from you concerning your activities under this Permit or any other matter related to this Permit;

(m) effect and keep in force during the Term insurance protecting you as the named insured and us as an additional insured (without any rights of cross-claim or subrogation against us) against claims for personal injury, death, property damage, third party or public liability claims arising from all accidents or occurrences on the Land to an amount not less than $1,000,000.00;

(n) pay all premiums and money necessary to maintain all policies of insurance required to be maintained by you under this Permit as the same become due;

(o) within 60 days of receiving written notice from us to do so, change the amount of insurance maintained by you under this Permit or provide and maintain another form of insurance in replacement of or in addition to the insurance maintained by you under this Permit and deliver to us written confirmation that the change has been made or the replacement or additional insurance has been provided by you;

(p) not use any:

(i) motor vehicle (including snowmobiles, all terrain vehicles, and motorcycles) or motorised equipment (including jet skis),

(ii) motor vessel, or

(iii) airplane (including helicopters and float planes),

to transfer people and supplies to, from or over the Land;

(q) not use any livestock (including horses and llamas) to transport people and supplies to, from or over the Land other than on a trail suitable for that purpose and, if livestock is used for such transportation, you must either pack in weed-free food pellets, or such other food that we may approve in writing, to feed the livestock or obtain approval of the Owner to permit the livestock to graze on the Land or adjacent land owned by the Owner;

(r) contain human waste in porta-potty, or other receptacle that we may approve in writing, and remove such waste from the Land;

(s) dispose of raw sewage and refuse only in accordance with the requirements and regulations of appropriate federal and provincial agencies;

(t) store bulk hazardous petroleum products and other toxic substances in accordance with the provisions of the Environmental Management Act;

(u) take all reasonable precautions to avoid disturbing or damaging any archaeological material found on or under the Land and, upon discovering any archaeological material on or under the Land, you must immediately notify the Owner;

(v) agree to develop the land in a diligent and workmanlike manner in accordance with the Management Plan on file at our office;

(w) ensure that hiking will take place only on the trails identified in the Management Plan, held on file by us;

(x) deliver to us a statutory declaration, to be received by us not later than February 15th of each year of the disposition, made by you declaring the number of Actual Client Days for the immediately preceding year and, if the Actual Client Value exceeds the amount paid by you under Section 3.1, you will deliver to us the excess amount;

(y) indemnify and save us and our servants, employees and agents harmless against all claims, actions, causes of action, losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of:

(i) your breach, violation or non-performance of a provision of this Permit, and

(ii) any personal injury, bodily injury (including death) or property damage occurring or happening on or off the Land by virtue of your entry upon, use or occupation of the Land,

and the amount of all such losses, damages, costs and liabilities will be payable to us immediately upon demand; and

(z) on the expiration of the Term,

(i) peaceably quit and deliver possession of the Land to us, in a safe, clean and sanitary condition,

(ii) restore the surface of the Land as nearly as may reasonably be possible to the same condition as it was on the Commencement Date, to our satisfaction,

and your right to use and occupy the Land will cease and to the extent necessary, this covenant will survive the expiration of the Term.

4.2 You will not permit any person to do anything you are restricted from doing under this Article.

ARTICLE 5 — LIMITATIONS

5.1 You agree with us that:

(a) without limiting sub-section 4.1(y), you must indemnify and save us and our servants, employees and agents harmless from and against all claims, actions, causes of action, losses, damages, costs and liabilities, including fees of solicitors and other professional advisors, arising out of any conflict between your rights under this Permit and the rights of any person under a disposition or under a subsisting grant to or right of any person made or acquired under the Final Agreement or any prior or subsequent enactment of the Province of British Columbia, or any extension or renewal of the same, whether or not you have actual notice of them, and the amount of all such losses, damages, costs and liabilities will be payable to us immediately upon demand;

(b) you release us from all claims, actions, causes of action, suits, debts and demands that you now have or may at any time in the future have against us arising out of any conflict between your rights under this Permit and the rights of any person under a disposition or under a subsisting grant to or right made or acquired under the enactments referred to in sub-section (a), and you acknowledge that this Permit and your rights under this Permit are subject to those grants and rights referred to in sub-section (a) whether or not you have actual notice of them;

(c) we may make other dispositions of the Land, or any part of it;

(d) you will make no claim for compensation, in damages or otherwise, in respect of a disposition made under sub-section (c), where such disposition does not materially affect the exercise of your rights under this Permit;

(e) subject to sub-section (d), all of your costs and expenses, direct or indirect, that arise out of any lawful interference with your rights under this Permit as a result of the exercise or operation of the interests, rights, privileges and titles reserved to us in sub-section (c) will be borne solely by you;

(f) this disposition does not authorize the harvesting or collecting of any materials or natural resources including plant and animal materials;

(g) you will provide an updated Management Plan, within 18 months of the issuance of this disposition, that includes detailed mapping of the Land portions of the trails;

(h) we are under no obligation to:

(i) provide access or services to the Land or to maintain or improve existing access roads, or

(ii) make another disposition of the Land, or any part of it, to you; and

(i) if, after the expiration of the Term, we permit you to remain in possession of the Land and, we accept money from you in respect of such possession, a tenancy from year to year will not be created by implication of law and you will be deemed to be a monthly occupier only subject to all of the provisions of this Permit, except as to duration, in the absence of a written Permit to the contrary.

ARTICLE 6 — TERMINATION

6.1 You agree with us that:

(a) if you

(i) default in the payment of any money payable by you under this Permit, or

(ii) fail to observe, abide by and comply with the provisions of this Permit (other than the payment of any money payable by you under this Permit),

and your default or failure continues for 60 days after we give written notice of the default or failure to you; or

(b) if, in our opinion, based on reasonable grounds, you fail to make reasonable and diligent use of the Land for the purposes set out in this Permit, and your failure continues for 60 days after we give written notice of the failure to you;

this Permit will, at our option and with or without entry, terminate, and your right to use and occupy the Land will cease.

6.2 If the condition complained of (other than the payment of money payable by the Permittee under this Permit) reasonably requires more time to cure than 60 days, the Permittee will be deemed to have complied with the remedying of it if the Permittee commences remedying or curing the condition within 60 days and diligently completes the same.

6.3 The Permittee will make no claim for compensation, in damages or otherwise, upon the lawful termination of this Permit under Section 6.1.

ARTICLE 7 — NOTICE

7.1 Any notice required to be given by either party to the other will be deemed to be given if mailed by prepaid registered mail in Canada or delivered to the address of the other as follows:

(a) to us:

___________________________________

(b) to you:

___________________________________

JOHN ALEXANDER MCRUER

4728 Southgate Road

Port Alberni, B.C., V9Y 5K6;

or at such other address as a party may, from time to time, direct in writing, and any such notice will be deemed to have been received if delivered, on the day of delivery, and if mailed, 7 days after the time of mailing, except in the case of mail interruption in which case actual receipt is required.

7.2 In order to expedite the delivery of any notice required to be given by either party to the other, a concurrent facsimile copy of any notice will, where possible, be provided to the other party but nothing in this section, and specifically the lack of delivery of a facsimile copy of any notice, will affect the deemed delivery provided in Section 7.1.

7.3 The delivery of all money payable to us under this Permit will be effected by hand, courier or prepaid regular mail to the address specified above, or by any other payment procedure agreed to by the parties, such deliveries to be effective on actual receipt.

ARTICLE 8 — MISCELLANEOUS

8.1 In this Permit, "person", includes a corporation, firm or association and wherever the singular or masculine form is used in this Permit it will be construed as the plural or feminine or neuter form, as the case may be, and vice versa where the context or parties require.

8.2 This Permit will be interpreted according to the laws of the Province of British Columbia.

8.3 Where there is a reference to an enactment of the Province of British Columbia or of Canada in this Permit, that reference will include a reference to every amendment to it, every regulation made under it and any subsequent enactment of like effect and, unless otherwise indicated, all enactments referred to in this Permit are enactments of the Province of British Columbia.

8.4 Each schedule to this Permit is an integral part of this Permit as if set out at length in the body of this Permit.

8.5 This Permit constitutes the entire Permit between the parties and no understanding or Permit, oral or otherwise, exists between the parties with respect to the subject matter of this Permit except as expressly set out in this Permit and this Permit may not be modified except by subsequent Permit in writing between the parties.

8.6 This Permit extends to, is binding upon and enures to the benefit of the parties, their heirs, executors, administrators and successors.

8.7 All provisions of this Permit in our favour and all of our rights and remedies, either at law or in equity, will survive the expiration of the Term.

8.8 Time is of the essence of this Permit.

8.9 You agree with us that nothing in this Permit constitutes you as our agent, joint venturer or partner or gives you any authority or power to bind us in any way.

The parties have executed this Permit as of the date of reference of this Permit.

SIGNED on behalf of

MAA‑NULTH FIRST NATION

___________________________________

Authorized Signatory

SIGNED by

JOHN ALEXANDER MCRUER

___________________________________

LEGAL DESCRIPTION SCHEDULE

RIGHT OF WAY FOR THE WILLOWBRAE TRAIL

This Agreement is made as of ____________________ , ______

BETWEEN:

UCLUELET FIRST NATION

(the "Owner")

AND:

HER MAJESTY THE QUEEN IN RIGHT OF CANADA,

as represented by the Minister of the Environment for the purposes of the Parks Canada Agency

("Canada")

WHEREAS:

A. The Owner, Canada and British Columbia are parties to the Final Agreement.

B. In accordance with the Final Agreement, the Owner is the owner of the Lands.

C. In accordance with the Final Agreement, the Owner has agreed to grant to Canada a right of way, necessary for the operation and maintenance of Canada's undertaking, which is operation and maintenance of the Trail over the Lands, to provide public pedestrian access to and through the Lands.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises, the covenants in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 In this Agreement:

"Agreement" means this Agreement and all schedules attached to it;

"Effective Date" means the "effective date" as that term is defined in the Final Agreement;

"Final Agreement" means the Maa‑nulth First Nations Final Agreement between the Owner, Huu‑ay‑aht First Nations, Ka:'yu:'k't'h'/Chek'tles7et'h' First Nations, Toquaht First Nation, Uchucklesaht Tribe, Canada and British Columbia to which this form of Agreement is appended and which incorporates this Agreement;

"Lands" means the portion of the lands and premises which are transferred to the Owner on and after the Effective Date in accordance with Chapter 2 — Lands of the Final Agreement, which are described in Schedule "A" attached hereto;

"Park" means Pacific Rim National Park or Pacific Rim National Park Reserve; and

"Trail" means that portion of the Willowbrae trail through the Lands in existence at the time this Agreement is executed as described in Schedule "B" to this Agreement and a further area extending 10 metres on each side of the Willowbrae trail, which area includes a parking lot, and the trail as may be located from time to time in accordance with this Agreement.

1.2 Each capitalized term used in this Agreement, but not otherwise defined in this Agreement, will have the meaning ascribed to it in the Final Agreement.

ARTICLE 2 — RIGHT OF WAY

Right of Way Over the Lands

2.1 The Owner grants and conveys to Canada, for so long as the Park is a national park or national park reserve, the non-exclusive, full, free and uninterrupted right, license, liberty, privilege, easement and right of way for Canada, its licensees, agents, employees, invitees and permittees, at all times, by day and by night at their will and pleasure to:

a. enter, go, be, return, pass and repass in, on, over, through and along the Lands for the purposes of using, constructing, reconstructing, repairing, improving, upgrading, and maintaining the Trail;

b. allow access to the Trail by visitors to the Park who are travelling by foot; and

c. do all acts or things necessary or incidental to the foregoing;

to have and to hold unto Canada, from and after the date of this Agreement unless and until discharged by Canada in accordance with 2.3.

Limits on Right of Way

2.2 The right of way granted by 2.1 will be subject to the right of the Owner to use those portions of the Lands within which the Trail is not contained, provided however that the Owner covenants and agrees not to make any use of the Lands that interferes with the right of way herein granted without the consent of Canada, which consent may not be arbitrarily withheld.

Discharge of the Right of Way

2.3 All of the rights, licences, liberties, privileges, easements and rights of way granted in this Agreement will exist and continue in perpetuity for so long as the Park is a national park or national park reserve.

Runs with the Land

2.4 The rights, licences, liberties, privileges, easements, rights of way and covenants in this Agreement will run with and bind the Lands, for so long as the Park is a national park or national park reserve.

Final Agreement Lands Chapter 2.7.11 Statutory Right of Way

2.5 Pursuant to 2.7.11 of the Lands Chapter of the Final Agreement, this Agreement is binding and enforceable as if it were granted pursuant to Section 218 of the Land Title Act, as may be amended, and the parties acknowledge that the rights hereby granted are granted for a purpose necessary for the operation and maintenance of the undertaking of Canada.

Article 3 — MAINTENANCE

Maintenance and Dismantling

3.1 Canada shall at all times and at its own expense maintain the Trail including but not limited to any improvements on and any works affecting the natural state of the Trail in a reasonably good and safe condition and state of repair, provided that Canada may dismantle any improvement or work and not replace it if the following conditions are met:

a. the improvement or work is in such poor physical condition as to no longer be of any use or benefit to the land on which it is situate; and

b. it is appropriate to dismantle the improvement for reasons of safety.

Manner of Work

3.2 Canada shall carry out any installation, construction, operation, maintenance, removal, or any other activity in respect of the Trail (including any improvements thereon) in a safe and workmanlike manner with as little injury as possible to the Trail and surrounding lands.

ARTICLE 4 — RELOCATION

Consent

4.1 Where, in the opinion of Canada, it is necessary to relocate the Trail as a result of actual or anticipated damage or changes arising from natural causes or from the use of the Trail by hikers or any other cause, Canada may effect the relocation of the Trail provided that Canada first obtains the consent of the Owner.

Notice

4.2 Canada shall deliver notice to the Owner of the proposed relocation of the Trail, accompanied by a plan detailing the location and nature of the proposed new location and any improvements. The Owner may require Canada to provide such additional information as it may reasonably require in order to make a decision in respect of the proposed relocation.

4.3 Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Ucluelet:

Ucluelet First Nation

___________________________________

[insert address]

Fax:

To Canada:

Minister of the Environment

___________________________________

[insert address]

Fax:

Terms of Consent

4.4 If the consent required under 4.1 is granted, Canada shall relocate the Trail only in accordance with the terms of the consent granted by the Owner.

Article 5 — General

Information to Hikers

5.1 Canada will ensure that hikers are informed by appropriate means, which may include signs on the Trail, that the Trail passes through the Lands and that any departure from the Trail is not permitted.

Registration of this Agreement

5.2 Pursuant to 3.5.1 of the Land Title Chapter of the Final Agreement, the Owner shall not make an application for registration of indefeasible title (under the provisions of the Final Agreement related to land title) with respect to the Lands unless such application also includes an application to register the interest of Canada hereunder. It will be a condition of such application for registration of indefeasible title and the application to register the interest of Canada hereunder that the applications be treated as a single package and if the Registrar declines to register Canada's interest, then the indefeasible title of the Owner will not be registered. Either party to this Agreement may register this Agreement in any land registry or land title office or other registration system established or used in respect of the Lands hereafter. At the request of either party, each party will co-operate in executing any documents or plans required to effect such registration and to preserve the substance and priority of this Agreement in relation to the Lands.

Indemnity

5.3 Subject to the Crown Liability and Proceedings Act (Canada) and the Financial Administration Act (Canada) will save harmless and indemnify the Owner from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Owner by reason of or arising out of:

a. any breach, violation or non-performance by Canada of any of Canada's covenants, conditions or obligations under the Agreement; and

b. any personal injury, death or property damage arising out of Canada's use of the Right of Way Lands pursuant to the Agreement.

Dispute Resolution

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

a. the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

b. 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; and

c. if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this section 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.

Gender

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

Headings

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

Severability

5.7 If any Article of this Agreement or any part of an Article is found to be illegal or unenforceable, that Article or part will be considered separate and severable, and the remaining Articles or parts will not be affected thereby and will be enforceable to the fullest extent permitted by law.

Governing Law

5.8 This Agreement will be governed by and construed in accordance with the applicable laws of British Columbia and Canada.

Waiver

5.9 No term, condition, covenant or other provision will be considered to have been waived by one party unless the waiver is expressed in writing by that party. Any waiver of any term, condition, covenant or other provision will 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.

Time of Essence

5.10 Time is of the essence in this Agreement.

Comply with Laws

1.7 Canada will observe, abide by and comply with all applicable laws and regulations of any competent government authority, including an Owner government, affecting the Trail and improvements situate thereon, and including, without limitation, the payment of all applicable taxes without.

The parties have executed this Agreement as of the date first written above.

UCLUELET FIRST NATION

by its duly authorized signatory:

Name: _________________________________________

Title: __________________________________________

HER MAJESTY THE QUEEN IN RIGHT OF CANADA

by a duly authorized signatory of the

Minister of the Environment:

Name: _________________________________________

Title: __________________________________________

SCHEDULE "A"

Description of Lands transferred to the Owner in accordance with the Final Agreement

[Portion of the Land]

SCHEDULE "B"

Copy of Plan Showing the Trail

ACCESS AND UTILITIES RIGHT OF WAY

This Agreement made the _____________ day of _____________, 2006

Between:

UCLUELET FIRST NATION

Box 699

Ucluelet, B.C.

V0R 3A0

(the "Owner")

And:

HER MAJESTY THE QUEEN IN RIGHT OF CANADA

as represented by the Minister of Fisheries and Oceans

200 - 401 Burrard Street

Vancouver, B.C.

V6C 3S4

("Canada")

WHEREAS:

A. The Owner, Canada and Her Majesty the Queen in right of the Province of British Columbia have entered into the Final Agreement (hereinafter defined);

B. Pursuant to a map reserve issued under Section 16 of the Land Act (BC File #1412843, the purpose of which was to identify lands over which electrical power was provided to Canada's radar facility located on District Lot 2176, Clayoquot District, on the West Coast of Vancouver Island, British Columbia, known as the Mount Ozzard Radar Facility (the "Radar Facility");

C. The Final Agreement requires the Owner to grant or issue to Canada this right of way;

NOW THEREFORE, in consideration of the Fee and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties covenant and agree as follows:

1.0  Definitions

1.1 In this agreement:

(a) "Agreement" means this right of way agreement, including the Schedules attached hereto;

(b) "Final Agreement" means the Maa‑nulth First Nations Final Agreement between Huu‑ay‑aht First Nations, Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations, Toquaht First Nation, Uchucklesaht Tribe, Ucluelet First Nation, Canada and Her Majesty the Queen in right of the Province of British Columbia, to which this form of Agreement is appended and which incorporates this Agreement;

(c) "Effective Date" means [insert the Effective Date of the Final Agreement];

(d) "Right of Way" means an exclusive, full, free and uninterrupted right, license, easement and right of way for Canada, Her licensees, agents, employees, invitees and permittees, for and during the Term, to install, construct, operate, maintain, inspect, alter, remove, replace, use and repair poles, towers, 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 for conveying electricity and providing telecommunication services (the "Works") on, over and across the Right of Way Lands together with the right of free and uninterrupted access to the Right of Way Lands, with or without workmen, vehicles, machinery, materials and equipment, all for the purposes of the Radar Facility;

(e) "Right of Way Lands" means all and singular those certain lands and premises as shown in heavy outline on a right of way plan prepared by __________________, B.C.L.S., completed on the __________ day of ___________ 200___, a true copy of which is attached hereto as Schedule "A";

(f) "Fee" means the sum of $1.00 for the full term of the Agreement; and

(g) "Term" means the term set out in Section 4.1 of the Agreement.

2.0  Grant of Right of Way

2.1 The Owner grants and conveys to Canada the Right of Way.

3.0  Registration of the Agreement

3.1 Pursuant to 3.5.1 of the Land Title Chapter of the Final Agreement, the Owner shall not make an application for registration of indefeasible title (under the provisions of the Final Agreement related to land title) with respect to the Right of Way Lands unless such application also includes an application to register the interest of Canada hereunder. It will be a condition of such application for registration of indefeasible title and the application to register the interest of Canada hereunder that the applications be treated as a single package and if the Registrar declines to register Canada's interest, then the indefeasible title of the Owner will not be registered. Either party to the Agreement may register the Agreement in any land registry or land title office or other registration system established or used in respect of the Right of Way Lands hereafter. At the request of either party, each party will co-operate in executing documents or plans required to effect such registration and to preserve the substance and priority of the Agreement in relation to the Right of Way Lands.

3.2 Pursuant to 2.7.11 of the Lands Chapter of the Final Agreement, the Agreement is binding and enforceable as if it were granted pursuant to Section 218 of the Land Title Act, as may be amended, and the parties acknowledge that the rights hereby granted are granted for a purpose necessary for the operation and maintenance of the undertaking of Canada.

4.0  Term of Right of Way

4.1 The Term shall be for so long as the Right of Way is required by Canada, Her successors or permitted assigns.

4.2 The Term shall be deemed to have commenced immediately upon the Effective Date.

5.0  Covenants of Canada

5.1 Canada covenants with the Owner to:

(a) pay the Fee to the Owner upon execution of the Agreement;

(b) pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged to the account of Canada, which relate to the Right of Way Lands and which Canada is liable to pay;

(c) keep the Right of Way Lands in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation of the Right of Way Lands by Canada, provided that Canada has no obligation to keep any trails, roads, lanes or bridges within the Right of Way Lands suitable for use by anyone except Canada; and

(d) not commit or suffer any willful or voluntary waste, spoil or destruction on the Right of Way Lands, or anything that may be or become a nuisance to the Owner, except to the extent required by Canada, acting reasonably, to exercise the rights granted under the Agreement.

6.0  Covenants of the Owner

6.1 The Owner covenants with Canada to:

(a) permit Canada to peaceably enjoy and hold the rights granted in the Agreement without interruption, disturbance, molestation or hindrance whatsoever from the Owner or any other person lawfully claiming from or under the Owner, provided however that nothing in this Section shall limit the Owner's right of inspection pursuant to Section 10.1;

(b) not permit or make, place, erect, operate, use or maintain any building, structure, foundation, pavement, excavation, well, pile of material, obstruction, equipment, thing or inflammable substance, or plant any growth upon the Right of Way Lands, if any such action or thing, in the reasonable opinion of Canada:

(i) may interfere with or endanger the Works or any part thereof or the installation, operation, maintenance, removal or replacement of the Works or any part thereof;

(ii)  may obstruct access to the Works or any part thereof by Canada or those authorized by Canada;

(iii) may by Her operation, use, maintenance or existence on the Right of Way Lands create or increase any hazard to persons or property in relation to the Works; or

(iv) may interfere with any rights granted under the Agreement; and

(c) permit Canada the full, free and uninterrupted right to trim, fell, remove or otherwise control any unacceptable vegetation on the Right of Way Lands that, in the sole view of Canada, is or might become a hazard to the Works or interferes or might interfere with the exercise of the rights and privileges granted to Canada pursuant to the Agreement.

7.0  Relocation of the Works Due to Change

7.1 If a material change occurs to the Right of Way Lands, such as erosion, which for any reason makes the continued use of any portion of the Right of Way Lands unsuitable for any of the Works, then the Owner will, at no cost to Canada, consent to the relocation and replacement of such Works to a new location for the Right of Way, as follows:

(a) Canada will, before undertaking any work, deliver a sketch plan to the Owner indicating the contemplated relocation of the Works for approval by the Owner, which approval will not be unreasonably withheld, delayed or made subject to any unreasonable conditions;

(b) Canada will take into account any likely material effect of the relocated Works on adjacent lands and the Owner will take into account the cost efficiencies of the location selected by Canada for the relocated Works in relation to alternative locations;

(c) the terms and conditions of the Agreement will cover the relocated Works.

7.2 The costs of any relocation pursuant to Section 7.1 will be borne by Canada.

8.0  Relocation of the Works at the request of the Owner

8.1 If the Owner requires a portion of the Right of Way Lands for other purposes, then upon written request by the Owner, Canada will relocate any Works in the Right of Way Lands to a new location, provided that:

(a) in the opinion of Canada, the new location is reasonable and suitable for use for the relocated Works considering construction, maintenance, operation and cost factors;

(b) the Owner gives Canada reasonable notice to permit proper design, planning and construction of the Works to be relocated;

(c) before any relocation, the Owner has paid all of the reasonable costs and expenses of the relocation, including costs of design, supervision and construction as estimated by Canada, with appropriate adjustments based on actual costs after the relocation is complete; and

(d) the terms and conditions of the Agreement will cover the relocated Works.

9.0  Gates/Ditches

9.1 Canada will install gates or ditches or both at either or both ends of the Right of Way Lands, so as to prevent unauthorized vehicular access to and along the Right of Way Lands. Canada will provide the Owner with a key to any locks installed on any such gate.

10.0  Inspections

10.1 It will be lawful for the Owner at all reasonable times to enter upon the Right of Way Lands for the purpose of examining the Right of Way Lands.

11.0  Termination

11.1 Canada may, at any time and for any reason whatsoever, at Her election and on reasonable notice in writing to the Owner, terminate the Agreement and the Agreement thereafter shall be of no further effect and Canada shall stand relieved of all obligations with respect to the payment of compensation or damages other than accrued to the date of termination; always provided, however, that upon any such termination, Canada, if the Agreement has been registered, shall forthwith at Her expense provide a discharge thereof (provided that, if the Owner is also required to execute any document in order for the Agreement to be discharged, it shall forthwith execute such document upon request).

12.0  Effect of Termination

12.1 Upon the termination or discharge of the Agreement, Canada may, in Her sole discretion, either abandon or remove the Works. In either event, Canada will restore the surface of the Right of Way Lands to the same condition, so far as may be practicable so to do, as the Right of Way Lands were in prior to the entry thereon and the use thereof by Canada.

13.0  Indemnity

13.1 Subject to the Crown Liability and Proceedings Act (Canada) and the Financial Administration Act (Canada) will save harmless and indemnify the Owner from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Owner by reason of or arising out of:

(a) any breach, violation or non-performance by Canada of any of Canada's covenants, conditions or obligations under the Agreement; and

(b) any personal injury, death or property damage arising out of Canada's use of the Right of Way Lands pursuant to the Agreement.

14.0  Dispute Resolution

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

(a) the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

(b) 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;

(c) if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this Section 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; and

(d) each party will bear the costs of its own participation, including any representation, in any negotiations, mediations or arbitrations under this Section.

15.0  Runs With the Land

15.1 The Agreement will be construed as a covenant running with the Right of Way Lands to the extent necessary to give full force and effect to the Agreement.

16.0  Property of Canada

16.1 The Works shall remain the property of Canada notwithstanding that the Works may be annexed or affixed to the Right of Way Lands and Canada shall at any time and from time to time be entitled to remove the Works in whole or in part from the Right of Way Lands.

17.0  Assignment

17.1 The Agreement may not be assigned in part or in whole or otherwise transferred without the prior written consent of the Owner, which consent will not be unreasonably withheld, conditioned or delayed.

17.2 Canada shall not be liable for a breach of this Agreement which occurs after She has ceased to have an interest in the Right of Way Lands.

18.0  Notice

18.1 Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Owner:

Ucluelet First Nation

Box 699

Ucluelet, B.C.

V0R 3A0

Fax: (250) 726-7552

To Canada:

Department of Fisheries and Oceans

Real Property and Technical Support

Suite #200 - 401 Burrard Street

Vancouver, British Columbia

V6C 3S4

Fax: (604) 666-7014

18.2 If any question arises as to the date on which such notice was communicated to any party, it will be deemed to have been given on the earlier of:

(a) if it was delivered personally or by courier, on the next business day;

(b) if it was sent by fax, on the next business day; or

(c) if it was sent by mail, on the sixth day after the notice was mailed.

In the event of postal disruption or an anticipated postal disruption, notices may not be given by mail.

18.3 A change of address by any party may be given to the other in accordance with this provision.

19.0  General

19.1 A breach of any term, condition, covenant or other provision of the 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 the Agreement, will not be construed as consent to or approval of any subsequent act.

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

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

19.4 Time shall be of the essence of this Agreement.

19.5 This Agreement sets forth the entire agreement and understandings between the parties hereto.

19.6 The Agreement may not be amended except by written agreement signed by both parties to the Agreement.

19.7 In the Agreement:

(a) all attached schedules form an integral part of the Agreement;

(b) 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; and

(c) if any provision is determined by a court 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.

The Owner by its authorized signatory(ies):

Name: _________________________________________

Title: _________________________________________

Canada by Her Authorized signatory(ies):

Name: _________________________________________

Title _________________________________________:

SCHEDULE "A"

Right of Way Plan

Appendix E-7 To E-9

Interests On Former

Indian Reserves

Appendix E-7

Interests On Former Indian Reserves

On Maa‑nulth First Nation Lands

Of Huu‑ay‑aht First Nations

Part 1 — Certificate of Possession

Former Indian Reserve Interest Holder Legal Description Instrument Registration No.
Numukamis IR 1 Kathy Joe Parcel of land 100' x 100' No Evidence of Title Issued (NETI) Indian Land Registry System Document No. 202883

Part 2 — Public Utility Distribution and Waterline Works

Former Indian Reserve Interest Holder Facility Previous Tenure Document Huu‑ay‑aht First Nations Replacement Tenure Document
Numukamis IR 1 BC Hydro Telus Joint electric power distribution and telecommunication lines None (Reference Provincial Licence No. 109925) Distribution Right of Way (BC Hydro and Telus)
Anacla IR 12 BC Hydro Telus Joint electric power distribution and telecommunication lines Indian Land Registry System Document Nos X18841 and 94504 Distribution Right of Way (BC Hydro and Telus)
Sachsa IR 4 Alberni-Clayoquot Regional District Water pipeline and works Indian Land Registry System Document No. 336717 Right of Way for Waterline

Part 3 — Other Interests

Former Indian Reserve Interest Holder Facility Previous Tenure Document Huu‑ay‑aht First Nations Replacement Tenure Document
Kichha IR 10, Clutus IR 11, Masit IR 13 Her Majesty the Queen in Right of Canada, as Represented by the Minister of the Environment Control and administration of the trees Indian Land Registry System Document No. 283402 Conservation Covenant
Masit IR 13 Her Majesty the Queen in Right of Canada, as Represented by the Minister of the Environment West Coast Trail Indian Land Registry System Document No. 283402 Right of Way for the West Coast Trail

Appendix E-8

Interests On Former Indian Reserves

On Maa‑nulth First Nation Lands Of

Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations

Part 1 — Public or Private Utility Distribution Works

Former Indian Reserve Interest Holder Facility Previous Tenure Document Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations Tenure Replacement Document
Houpsitas IR 6 Telus Telecommunication lines Indian Land Registry System Document No. 85086 Distribution Right of Way (BC Hydro and Telus)
Houpsitas IR 6, Markale IR 14 Kyuquot Power Ltd. (Inc. No. BC0638180) Electric power distribution lines Occupied without a Tenure Document Right of Way for Private Utility Distribution Line

Appendix E-9

Interests On Former Indian Reserves

On Maa‑nulth First Nation Lands

Of Ucluelet First Nation

Part 1 — Certificate of Possession

Former Indian Reserve Interest Holder Legal Description Instrument Registration No.
Ittatsoo IR 1 6/7 interest held by Paul Touchie; 1/7 interest held by Barbara Touchie Lot 3, CLSR 71020 CP 47260 Indian Land Registry System Document No. 118950
Ittatsoo IR 1 Louisa Robert Lot 4, CLSR 71020 CP 100724 Indian Land Registry System Document No. 203425

Part 2 — Public Utility Distribution Works

Former Indian Reserve Interest Holder Facility Previous Tenure Document Ucluelet First Nation Tenure Replacement Document
Ittatsoo IR 1 BC Hydro Telus Joint electric power distribution and telecommunication lines Indian Land Registry System Document No. 56113 Distribution Right of Way (BC Hydro and Telus)

Appendix E-10

Applicable Forms Of Documents

For Various Interests

Appendix E-10

PART 1 Applicable Forms Of Documents For Other Interests Listed In Part 3 Of Appendix E-7
1. Conservation Covenant
2. Right of Way for the West Coast Trail

CONSERVATION COVENANT

This Agreement is dated for reference ____________________, ______

BETWEEN:

HUU‑AY‑AHT FIRST NATIONS

("Huu‑ay‑aht")

AND:

HER MAJESTY THE QUEEN IN RIGHT OF CANADA,

as represented by the Minister of the Environment

for the purposes of the Parks Canada Agency

("Canada")

WHEREAS:

A. Huu‑ay‑aht and Canada are parties to the Final Agreement.

B. In accordance with the Final Agreement, Huu‑ay‑aht is the owner of, among other lands, the Lands.

C. The Lands are adjacent to the boundaries of the Park which is managed by the Parks Canada.

D. Huu‑ay‑aht and Parks Canada recognize that maintaining the ecological and cultural integrity of the West Coast Trail area and Cape Beale area within the Park is important to Huu‑ay‑aht's history, culture and traditions and to the enjoyment of the Park by all Canadians.

E. Huu‑ay‑aht and Canada have a mutual interest in maintaining the ecological and cultural integrity of the Lands in order to enhance Huu‑ay‑aht's cultural interpretation opportunities and cultural tourism opportunities and to enhance visitor appreciation and understanding of the Park.

F. Huu‑ay‑aht and Canada recognize that the harvest of timber on the Lands for commercial purposes would conflict with Park values and impair the natural and cultural landscape of the Park and the Lands.

G. Huu‑ay‑aht First Nation surrendered the rights of Huu‑ay‑aht First Nation and its members the standing and fallen trees and all future growth and regeneration of the Trees on the Lands, subject to conditions in this Agreement, to Canada from the date July 28, 2000 when the Governor in Council accepted the surrender (P.C. 2000-1269, T.B.Rec.828296) and transferred the administration of the Trees to Canada pursuant to subsection 16(1)(g) of the Federal Real Property Act.

H. Canada accepted the administration and control of the Trees in order to protect the Trees on the Lands in accordance with the provisions in the Consent and this Agreement.

NOW THEREFORE:

In consideration of the payment of one dollar now paid by Canada to Huu‑ay‑aht First Nations, and other good and valuable consideration, the receipt and sufficiency of which Huu‑ay‑aht acknowledges, the parties agree as follows:

1. In this Agreement:

a. "Agreement" means this Agreement and all schedules attached to it;

b. "Consent" means the Consent, Designation and Release assented to by Huu‑ay‑aht First Nation on October 27, 1999 and accepted by the Governor-in-Council on July 28, 2000 by P.C. 2000-1269, a copy of which is attached as Schedule "B";

c. "Effective Date" means the "Effective Date" as that term is defined in the Final Agreement;

d. "Final Agreement" means the Maa‑nulth First Nations Final Agreement between Huu‑ay‑aht, Ka:'yu:'k't'h'/Che:k'tles7et'h' Nation, Toquaht Nation, Uchucklesaht Tribe, Ucluelet First Nation, Canada and British Columbia to which this form of Agreement is appended and which incorporates this Agreement;

e. "Huu‑ay‑aht First Nation" means Huu‑ay‑aht First Nation, which was, before the Effective Date, a "band" as defined by the Indian Act, all of whose rights, titles, interests, assets, obligations and liabilities vest in the Huu‑ay‑aht on the Effective Date;

f. "Park" means Pacific Rim National Park Reserve or Pacific Rim National Park;

g. "Parks Canada" means the Superintendent of Pacific Rim National Park Reserve on behalf of the Parks Canada Agency;

h. "Lands" means those lands which are adjacent to the boundaries of the Park, described in Schedule "A" attached hereto;

i. "Trees" means the standing and fallen trees and all future growth and regeneration of trees on the Lands; and

j. "West Coast Trail" means that portion of the West Coast trail through the Lands in existence at the time this Agreement is executed as shown on the Canada Lands Survey Registry Plan No. 75078, and a further area extending 10 metres on each side of the trail, and the trail as may be located from time to time in accordance with this Agreement, as shown in Schedule A.

Covenants

2. Canada will, in accordance with its policies, be responsible for the protection and preservation of the Trees in their natural state, including provision for fire and pest protection; and Parks Canada will consult Huu‑ay‑aht with respect to measures of pest control prior to implementing such measures.

3. Huu‑ay‑aht will permit access to and through the Lands by Parks Canada as may be necessary for the purpose of protection or preservation of the Trees or for other purposes reasonably associated with the operation and maintenance of the Park trails for so long as the Park is a national park or national park reserve.

4. Huu‑ay‑aht shall not make an application for registration of indefeasible title (under the provisions of the Final Agreement related to land title) with respect to the Lands unless such application also includes an application to register the interest of Canada hereunder. It will be a condition of such application for registration of indefeasible title and the application to register the interest of Canada hereunder that the applications be treated as a single package and if the Registrar declines to register Canada's interest, then the indefeasible title of the Owner will not be registered. Either party to this Agreement may register this Agreement in any land registry or land title office or other registration system established or used in respect of the Lands hereafter. At the request of either party, each party will co-operate in executing any documents or plans required to effect such registration and to preserve the substance and priority of this Agreement in relation to the Lands.

5. This Agreement runs with and binds the Lands to the extent necessary to give full force and effect to this Agreement.

Huu‑ay‑aht Use of Trees

6. Huu‑ay‑aht may, with the prior written consent of Parks Canada, such consent not to be unreasonably withheld, and provided that such cutting will have little detrimental impact on public access to and the ecological integrity of the Parks and the Lands, cut selected Trees for ceremonial, medicinal or artistic purposes, including:

a. use of trees, branches or vegetation for sue in oosimch (cleansing rituals) or other traditional ceremonies or uses;

b. use of trees or branches for use in the collection of herring spawn on boughs;

c. use of trees, branches or vegetation for the fabrication of tools and implements used in traditional pursuits;

d. collection of medicinal plants, tress, shrubs or other vegetation for traditional medicines or food, or for demonstration in tourism programs; and

e. stripping of bark from trees for traditional uses.

7. Huu‑ay‑aht may, with the written prior consent of Parks Canada, such consent not to be unreasonably withheld, cut or otherwise use selected Trees on the Lands for purposes other than those associated with ceremonial, medicinal or artistic uses, including:

a. cutting of selected Trees for site clearing for tourism-related programs and buildings, including an ecolodge(s) on the Lands;

b. in tourism related buildings or trails on the Lands, or in the Park, or in a building or on a facility that is intended to benefit Huu‑ay‑aht outside of the two areas, associated with informing and educating people visiting the Parks of First Nations culture and reflecting the traditional use and intrinsic values of such trees such as a traditional long house;

c. cutting of selected trees to create viewscapes for tourism programs;

d. collection of medicinal plants, trees, shrubs or other vegetation for demonstration in tourism programs; and

e. cutting of selected trees for site clearing and for use in the construction of dwellings on the Lands for the direct use of the Ha'wiih (hereditary Chiefs) of Huu‑ay‑aht whose Hahoulthee (traditional territory) includes the Lands.

8. Canada will, in determining whether to consent under section 11, take into account whether the cutting or use:

a. is reasonably required to support implementation of Huu‑ay‑aht's plans, programs and initiatives;

b. will have little detrimental impact on public access on the trails; and

c. will have little detrimental impact on the ecological integrity of the Park and the Lands.

9. Huu‑ay‑aht will pay all costs associated with the cutting or use of selected Trees under Sections 9 and 10 of this Agreement, and will indemnify Canada against any liabilities or costs caused by or resulting from such cutting or use.

10. Except as specifically provided in this Agreement, Huu‑ay‑aht will continue to exercise all the rights, privileges and interests, including all traditional and cultural uses as determined by Huu‑ay‑aht, in respect of the Lands.

Termination

11. The rights and interests of Huu‑ay‑aht surrendered will revert to Huu‑ay‑aht and its members, and any rights or interests granted pursuant to or ancillary to this surrender will terminate, if the Park ceases to be administered as a national park or national park reserve.

Indemnity

12. Subject to the Crown Liability and Proceedings Act(Canada) and the Financial Administration Act (Canada) will save harmless and indemnify the Owner from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Owner by reason of or arising out of:

a. any breach, violation or non-performance by Canada of any of Canada's covenants, conditions or obligations under the Agreement; and

b. any personal injury, death or property damage arising out of Canada's use of the Right of Way Lands pursuant to the Agreement

Dispute Resolution

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

a. the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

b. 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; and

if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this Section 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.

Comply with Laws

14. Canada will observe, abide by and comply with all applicable laws and regulations of any competent government authority, including an Owner government, affecting the Trail and improvements situate thereon, and including, without limitation, the payment of all applicable taxes without.

Notice

15. Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Huu‑ay‑aht:

Huu‑ay‑aht First Nations

___________________________________

[insert address]

Fax: ________________________________

To Canada:

Minister of the Environment

___________________________________

[insert address]

Fax: ________________________________

The parties have executed this Agreement as of the date of first written above.

HUU‑AY‑AHT FIRST NATIONS

by its duly authorized signatory:

Name: ____________________________

Title: _____________________________

HER MAJESTY THE QUEEN IN RIGHT OF CANADA

by a duly authorized signatory of the

Minister of the Environment

Name: ____________________________

Title: _____________________________

SCHEDULE "A"

Description of the Lands

RIGHT OF WAY FOR THE WEST COAST TRAIL

This Agreement is made as of _______________, ______

BETWEEN:

HUU‑AY‑AHT FIRST NATIONS

(the "Owner")

AND:

HER MAJESTY THE QUEEN IN RIGHT OF CANADA,

as represented by the Minister of the Environment

for the purposes of the Parks Canada Agency

("Canada")

WHEREAS:

A. The Owner, Canada and British Columbia are parties to the Final Agreement.

B. In accordance with the Final Agreement, the Owner is the owner of the Lands.

C. In accordance with the Final Agreement, the Owner has agreed to grant to Canada a right of way, necessary for the operation and maintenance of Canada's undertaking, which is operation and maintenance of the West Coast Trail over the Lands, to provide public pedestrian access to and through the Lands.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises, the covenants in this Agreement, the sum of one dollar paid by Canada to the Huu‑ay‑aht First Nations, and other good and valuable consideration, the receipt and sufficiency of which the Owner acknowledges, the parties agree as follows:

ARTICLE 1 — DEFINITIONS

1.1 In this Agreement:

a. "Agreement" means this Agreement and all schedules attached to it;

b. "Effective Date" means the "effective date" as that term is defined in the Final Agreement;

c. "Final Agreement" means the Maa‑nulth First Nations Final Agreement between the Owner, Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations, Toquaht First Nation, Uchucklesaht Tribe, Ucluelet First Nation, Canada and British Columbia to which this form of Agreement is appended and which incorporates this Agreement;

d. "Huu‑ay‑aht First Nations" means Huu‑ay‑aht First Nations, which was, before the Effective Date, a "band" as defined by the Indian Act, all of whose rights, titles, interests, assets, obligations and liabilities vest in the Owner on the Effective Date;

e. "Lands" means the portion of the lands and premises which are transferred to the Owner on and after the Effective Date in accordance with Chapter 2 — Lands of the Final Agreement, which are described in Schedule "A" attached hereto;

f. "Park" means Pacific Rim National Park or Pacific Rim National Park Reserve; and

g. "West Coast Trail" means that portion of the West Coast trail through the Lands in existence at the time this Agreement is executed as shown on the Canada Lands Survey Registry Plan No. 75078 as described in Schedule "B" to this Agreement and a further area extending 10 metres on each side of the trail, and the trail as may be located from time to time in accordance with this Agreement.

1.2 Each capitalized term used in this Agreement, but not otherwise defined in this Agreement, will have the meaning ascribed to it in the Final Agreement.

ARTICLE 2 — RIGHT OF WAY

Right of Way Over the Lands

2.1 The Owner grants and conveys to Canada, for so long as the Park is a national park or national park reserve, the non-exclusive, full, free and uninterrupted right, license, liberty, privilege, easement and right of way for Canada, its licensees, agents, employees, invitees and permittees, at all times, by day and by night at their will and pleasure to:

a. enter, go, be, return, pass and repass in, on, over, through and along the Lands for the purposes of using, constructing, reconstructing, repairing, improving, upgrading, and maintaining the West Coast Trail;

b. allow access to the West Coast Trail by visitors to the Park who are travelling by foot; and

c. do all acts or things necessary or incidental to the foregoing;

to have and to hold unto Canada, from and after the date of this Agreement unless and until discharged by Canada in accordance with 2.3.

Limits on Right of Way

2.2 The right of way granted by 2.1 will be subject to the right of the Owner to use those portions of the Lands within which the West Coast Trail is not contained, provided however that the Owner covenants and agrees not to make any use of the Lands that interferes with the right of way herein granted without the consent of Canada, which consent may not be arbitrarily withheld.

Discharge of the Right of Way

2.3 All of the rights, licences, liberties, privileges, easements and rights of way granted in this Agreement will exist and continue in perpetuity for so long as the Park is a national park or national park reserve.

Runs with the Land

2.4 The rights, licences, liberties, privileges, easements, rights of way and covenants in this Agreement will run with and bind the Lands, for so long as the Park is a national park or national park reserve.

Final Agreement Lands Chapter 2.7.11 Statutory Right of Way

2.5 Pursuant to 2.7.11 of the Lands Chapter of the Final Agreement, this Agreement is binding and enforceable as if it were granted pursuant to Section 218 of the Land Title Act, as may be amended, and the parties acknowledge that the rights hereby granted are granted for a purpose necessary for the operation and maintenance of the undertaking of Canada.

Article 3 — MAINTENANCE

Maintenance and Dismantling

3.1 Canada shall at all times and at its own expense maintain the West Coast Trail including but not limited to any improvements on and any works affecting the natural state of the West Coast Trail in a reasonably good and safe condition and state of repair, provided that Canada may dismantle any improvement or work and not replace it if the following conditions are met:

a. the improvement or work is in such poor physical condition as to no longer be of any use or benefit to the land on which it is situate; and

b. it is appropriate to dismantle the improvement for reasons of safety.

Manner of Work

3.2 Canada shall carry out any installation, construction, operation, maintenance, removal, or any other activity in respect of the West Coast Trail (including any improvements thereon) in a safe and workmanlike manner with as little injury as possible to the West Coast Trail and surrounding lands.

ARTICLE 4 — RELOCATION

Consent

4.1 Where, in the opinion of Canada, it is necessary to relocate the West Coast Trail as a result of actual or anticipated damage or changes arising from natural causes or from the use of the West Coast Trail by hikers or any other cause, Canada may effect the relocation of the West Coast Trail provided that Canada first obtains the consent of the Owner.

Notice

4.2 Canada shall deliver notice to the Owner of the proposed relocation of the West Coast Trail, accompanied by a plan detailing the location and nature of the proposed new location and any improvements. The Owner may require Canada to provide such additional information as it may reasonably require in order to make a decision in respect of the proposed relocation.

4.3 Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Huu‑ay‑aht First Nations:

Huu‑ay‑aht First Nations

___________________________________

[insert address]

Fax:

To Canada:

Minister of the Environment

___________________________________

[insert address]

Fax:

Terms of Consent

4.4 If the consent required under 4.1 is granted, Canada shall relocate the West Coast Trail only in accordance with the terms of the consent granted by the Owner.

ARTICLE 5 — GENERAL

Information to Hikers

5.1 Canada will ensure that hikers are informed by appropriate means, which may include signs on the West Coast Trail, that the West Coast Trail passes through the Lands and that any departure from the West Coast Trail is not permitted.

Registration of this Agreement

5.2 Pursuant to 3.5.1 of the Land Title Chapter of the Final Agreement, the Owner shall not make an application for registration of indefeasible title (under the provisions of the Final Agreement related to land title) with respect to the Lands unless such application also includes an application to register the interest of Canada hereunder. It will be a condition of such application for registration of indefeasible title and the application to register the interest of Canada hereunder that the applications be treated as a single package and if the Registrar declines to register Canada's interest, then the indefeasible title of the Owner will not be registered. Either party to this Agreement may register this Agreement in any land registry or land title office or other registration system established or used in respect of the Lands hereafter. At the request of either party, each party will co-operate in executing any documents or plans required to effect such registration and to preserve the substance and priority of this Agreement in relation to the Lands.

Indemnity

5.3 Subject to the Crown Liability and Proceedings Act (Canada) and the Financial Administration Act (Canada) will save harmless and indemnify the Owner from and against all claims, and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Owner by reason of or arising out of:

a. any breach, violation or non-performance by Canada of any of Canada's covenants, conditions or obligations under the Agreement; and

b. any personal injury, death or property damage arising out of Canada's use of the Right of Way Lands pursuant to the Agreement

Dispute Resolution

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

a. the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

b. 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; and

c. if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this section 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.

Gender

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

Headings

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

Severability

5.7 If any Article of this Agreement or any part of an Article is found to be illegal or unenforceable, that Article or part will be considered separate and severable, and the remaining Articles or parts will not be affected thereby and will be enforceable to the fullest extent permitted by law.

Governing Law

5.8 This Agreement will be governed by and construed in accordance with the applicable laws of British Columbia and Canada.

Waiver

5.9 No term, condition, covenant or other provision will be considered to have been waived by one party unless the waiver is expressed in writing by that party. Any waiver of any term, condition, covenant or other provision will 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.

Time of Essence

5.10 Time is of the essence in this Agreement.

Comply with Laws

5.11 Canada will observe, abide by and comply with all applicable laws and regulations of any competent government authority, including an Owner government, affecting the West Coast Trail and improvements situate thereon and including, without limitation, the payment of all applicable taxes.

The parties have executed this Agreement as of the date first written above.

HUU‑AY‑AHT FIRST NATIONS

by its duly authorized signatory:

Name: ______________________________

Title: _______________________________

HER MAJESTY THE QUEEN IN RIGHT OF CANADA

by a duly authorized signatory of the

Minister of the Environment:

Name: ______________________________

Title: _______________________________

SCHEDULE "A"

Description of Lands transferred to the Owner in accordance with the Final Agreement

[Not all the Owners land]

SCHEDULE "B"

Copy of Plan Showing West Coast Trail:

Canada Lands Survey Registry Plan No. 75078

Appendix E-10, Part 2

Applicable Forms Of Documents For Public Or Private Utility Transmission, Distribution And Waterline Works Listed In Part 2 Of Appendix E-1, E-2, E-3 And E-5, Part 2 Of E-7, Part 1 Of E-8 And Part 2 Of E-9

  1. Distribution Right of Way (BC Hydro and Telus)
  2. Right of Way for Waterline
  3. Right of Way for Private Utility Distribution Line

DISTRIBUTION RIGHT OF WAY

(BC Hydro and Telus)

This Agreement is made as of _______________, ______200_

Between:

[Name of First Nation]

[insert address]

(the "Grantor")

And:

British Columbia Hydro and Power Authority, a corporation continued under the Hydro and Power Authority Act, R.S.B.C. 1996, c.212

("Hydro")

And:

TELUS Communications Inc., a corporation incorporated under the laws of Canada

("TELUS")

WHEREAS:

A. The Grantor, Canada and British Columbia have entered into a Final Agreement as hereinafter defined.

B. In accordance with the Final Agreement, the Grantor wishes to provide the grants, as herein provided, to each of Hydro and TELUS with respect to the Grantor's Lands as hereinafter defined.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereto covenant and agree as follows:

1.0  Definitions

1.1 In this Agreement:

(a) "Affiliate" has the meaning ascribed to it in the Business Corporations Act, S.B.C. 2002, c. 57, as amended or replaced from time to time and, in the case of TELUS, includes an affiliate (as defined in that Act) of TELUS and any partnership or other unincorporated association in which TELUS or any affiliate (as defined in that Act) of TELUS has a controlling interest;

(b) "Agreement" means this Right of Way Agreement and all schedules attached to it;

(c) "Area of the Works" means those portions of the Lands located within 6 metres of either side of the center of the alignment of the Works and includes the Right of Way Area;

(d) "Effective Date" means the date upon which the Final Agreement will take effect;

(e) "Environment" means all the components of the earth including, without limitation, all layers of the atmosphere, air, land (including, without limitation, all underground spaces and cavities and all lands submerged under water), soil, water (including, without limitation, surface and underground water), organic and inorganic matter and living organisms, the interacting natural systems that include the foregoing and all other external conditions or influences under which humans, animals and plants live or are developed;

(f) "Excluded Right of Way Area" means any right of way area or corridor that is not part of the Lands but in whole or in part passes through the Lands or is adjacent to such Lands;

(g) "Final Agreement" means the ___________ Final Agreement among the Grantor, Canada and British Columbia;

(h) "Lands" means the lands and premises which are transferred to the Grantor on and after the Effective Date in accordance with Chapter X of the Final Agreement, including those lands which are described in Schedule "A" <and Schedule "C" Note: reference any post-treaty additions to Treaty Settlement Lands in Schedule "C" if applicable> attached to this Agreement;

(i) "Right of Way Area" means those portions of the Lands more particularly described in Section 3 of this Agreement, as may be modified under this Agreement; and

(j) "Works" means:

(i) as it relates to the rights and responsibilities of Hydro, all things and components, using any type of technology from time to time, necessary or convenient for the purposes of transmitting and distributing electricity and for the purpose of telecommunications, including: poles, towers, antennae (except for monopole free standing antennae), guy wires, brackets, crossarms, insulators, above ground or underground transformers, anchors, attachments, lines, access nodes and cables, including underground or fibre optic cables, underground conduits, lines and pipes of every kind, cabinets, 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;

(ii) as it relates to the rights and responsibilities of TELUS, all things and components, using any type of technology from time to time, necessary or convenient for the purpose of telecommunications, including: poles, towers, guy wires, brackets, crossarms, insulators, transformers, anchors, attachments, lines, access nodes and cables, including fibre optic cables, in whole or in part and underground conduits, lines and pipes of every kind, underground cables, including fibre optic cables, together with all ancillary appliances, fittings and cabinets and above ground or underground equipment shelters.

1.2 With respect to any obligation on the part of Hydro or TELUS under this Agreement, any reference to Hydro or TELUS includes their respective servants, officers, employees, agents, contractors, sub-contractors, invitees, licensees, successors, permitted assigns, and those for whom either or both of them is responsible in law.

2.0  Grant of Right of Way

2.1 The Grantor grants over the Lands separately to each of Hydro and TELUS and their respective employees, representatives, contractors, agents, licensees, successors and assigns, for so long as required, the uninterrupted right, liberty and right of way to:

(a) use the Right of Way Area as follows:

(i) excavate for, construct, install, erect, abandon, replace, extend, upgrade, operate, maintain, remove and repair the Works on, over, in, under, across and through the Right of Way Area; and

(ii) clear the Right of Way Area and keep it cleared (including pruning or removal) of any trees or growth at any time located therein;

(b) use the Area of the Works as follows:

(i) enter, work, pass and repass upon, on, and along the Area of the Works;

(ii) construct, maintain, repair, replace and use trails, helicopter landing pads, roads, lanes, and bridges on the Area of the Works including, in addition, any portions reasonably required adjacent to the Area of the Works for the sake of continuity, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro or TELUS in relation to this Agreement;

(iii) clear the Area of the Works and keep it cleared of all or any part of any obstruction, improvement or other matter which, in the reasonable opinion of Hydro or TELUS, does or might interfere with or endanger the Works, disrupt service to Hydro's or TELUS's customers, or pose a hazard to persons or property in relation to the Works; and

(iv) clear the Area of the Works and keep it cleared (including pruning or removal) of all or any part of any trees or growth which do or might, in the opinion of Hydro or TELUS, interfere with or endanger the Works, disrupt service to Hydro's or TELUS's customers, or pose a hazard to persons or property in relation to the Works;

(c) to enjoy further rights as follows:

(i) Hydro and TELUS may cut trees or growth outside the Area of the Works, if in the opinion of Hydro or TELUS such trees or growth might interfere with or endanger the Works (whether on or off the Lands) or pose a hazard to persons or property in relation to the Works. Hydro and TELUS, as the case may be, will, except in an emergency, give the Grantor written notice prior to exercising their rights under this Section;

(ii) Hydro and TELUS may pass and repass over, and maintain, repair replace and use, all trails, roads, lanes, helicopter landing pads, and bridges on the Lands outside of the Area of the Works with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro or TELUS in relation to this Agreement;

(iii) if there are no suitable trails, roads, lanes, helicopter landing pads, or bridges under s. 2.1(c) (ii), Hydro and TELUS may either:

(a) construct, maintain, repair, replace and pass and repass over trails, helicopter landing pads, roads, lanes or bridges on the Lands; or

(b) pass and repass over the Lands elsewhere than on trails, helicopter landing pads, roads, lanes and bridges, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro or TELUS in relation to this Agreement, subject to approval of the route by the Grantor, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Hydro and TELUS do not require such approval if there is an emergency or a reasonably apprehended emergency or for the determination of electricity consumption, but will report to the Grantor the purpose and extent of the access as soon as practicable;

(iv) to conduct vegetation management upon the Area of the Works, such as the planting of vegetation compatible with the undertakings of Hydro or TELUS, and the application of herbicides and pesticides, provided that Hydro and TELUS will not conduct any aerial application of herbicides or pesticides on the Lands;

(v) to install, maintain and use gates in all fences which are now or hereafter shall be on the Right of Way Area and in fences affecting access to the Area of the Works;

(vi) to ground any structures, installation or things, by whomsoever owned, from time to time situated anywhere on the Right of Way Area or adjacent Lands where, in the reasonable opinion of Hydro and TELUS, such grounding will eliminate or reduce hazards to persons or property in relation to the Works;

(vii) Hydro and TELUS may enter onto the Lands outside the Area of the Works for the purpose of undertaking works to protect any Works located within the Lands or within an Excluded Right of Way Area or to protect persons or property that may be at risk from such Works, provided that:

(a) Hydro or TELUS will before commencing such works deliver to the Grantor for approval a written work plan describing the proposed work on the Lands;

(b) the Grantor will not unreasonably withhold, condition or delay approval of such work plan, and shall take into consideration the effect of the proposed work, the cost of the proposed work compared to the cost of alternate solutions and the extent of the risk of not undertaking the work. If Hydro or TELUS, as the case may be, and the Grantor cannot agree on a work plan requested by Hydro or TELUS within 30 days of receipt by the Grantor of the proposed work plan, then either party may refer the disagreement to dispute resolution under Section 18 of this Agreement;

(c) Hydro or TELUS, as the case may be, will pay compensation for any damage to the Lands resulting from the work plan;

(d) in an emergency Hydro and TELUS may, without approval of the Grantor, undertake works and take such steps on the Lands as are reasonably required to be taken immediately in order to protect the Works, or to protect persons or property that may be at risk from the Works, and in that event Hydro or TELUS will as soon as reasonably possible notify the Grantor; and

(d) generally, do all such other acts or things as may reasonably be necessary or incidental to the business of Hydro or TELUS in connection with any of the above.

3.0  Right of Way Area

3.1 The Right of Way Area consists of:

(a) all portions of the Lands reasonably required for the following:

(i) those Works existing at the date of this Agreement;

(ii) any additional Works constructed adjacent to, along the sides of or across any roads, lanes or bridges from time to time existing on or through the Lands;

(iii) any additional Works that provide service to any lands adjacent to any roads, lanes, or bridges from time to time existing on or through the Lands;

(iv) any additional Works that provide service to any lands or customers where the landowners of any intervening parcels consent to the installation of any such Works; and

(b) any such other portions of the Lands as may from time to time be consented to in writing by the Grantor, or by any delegate appointed by the Grantor.

3.2 The parties agree that the sketch plan attached to this Agreement as Schedule "B" reasonably represents the approximate location of the Works existing as of the date of this Agreement.

3.3 Nothing in this Section 3 is intended to affect the rights of Hydro or TELUS to make arrangements directly with a person in legal possession of any lands for the construction of the Works.

4.0  Non-Exclusive Use

4.1 Notwithstanding anything else in this Agreement, Hydro and TELUS acknowledge and agree that:

(a) this Agreement does not grant a fee in the Lands, but rather grants a non-exclusive use over the Area of the Works; and

(b) subject to the rights granted to Hydro and TELUS in this Agreement, the Grantor may grant other interests on the Area of the Works.

5.0  Protection of the Environment

5.1 Hydro and TELUS will undertake activities permitted under this Agreement having regard for the impact on the Environment, and will take prudent measures to minimize any danger or disruption to the Environment.

6.0  Covenants of Hydro and TELUS

6.1 Hydro and TELUS each covenant separately with the Grantor to:

(a) pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged to the account of Hydro or TELUS, as the case may be, which relate to the Right of Way Area and which Hydro or TELUS is liable to pay;

(b) keep the portions of the Lands used by Hydro or TELUS under this Agreement in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation by Hydro or TELUS of such Lands, as the case may be, provided that Hydro and TELUS have no obligation to keep any roads within the Area of the Works suitable for use by anyone except Hydro and TELUS;

(c) bury and maintain all underground works as may be required so as not to unduly interfere with the drainage of the Lands;

(d) take all reasonable steps and precautions to minimize disturbance of any archaeological material discovered by Hydro or TELUS on the Right of Way Area, and to immediately notify the Grantor;

(e) not bury debris or rubbish of any kind on the Lands in excavations or backfill, and to remove shoring and similar temporary structures as backfilling proceeds; and

(f) not commit or suffer any willful or voluntary waste, spoil or destruction on the Right of Way Area, or do or suffer to be done anything that may be or become a nuisance to the Grantor, except to the extent required by Hydro or TELUS, acting reasonably, to exercise the rights granted under this Agreement.

7.0  New Works Constructed by Hydro or TELUS

7.1 Hydro or TELUS, as the case may be, will, at the request of the Grantor, provide to the Grantor a sketch plan showing with reasonable accuracy the location of any new Works constructed on the Lands which are not extensions or additions to existing Works.

8.0  Relocation of Hydro and TELUS Works Due to Change

8.1 If a material change occurs to the Lands, such as erosion, which for any reason makes the continued use of any portion of the Right of Way Area or an Excluded Right of Way Area unsuitable for any of the Works, then the Grantor will, at no cost to Hydro and TELUS, consent to the relocation and replacement of such Works to a new location on the Lands, as follows:

(a) Hydro or TELUS, as the case may be, will, before undertaking any work, deliver a sketch plan to the Grantor indicating the contemplated relocation of the Works for approval by the Grantor, which approval will not be unreasonably withheld, delayed or made subject to any unreasonable conditions;

(b) Hydro or TELUS, as the case may be, will take into account any likely material effect of the relocated Works on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by Hydro or TELUS for the relocated Works in relation to alternative locations; and

(c) the terms and conditions of this Agreement will cover the relocated Works.

9.0  Relocation of Hydro Works at the Request of the Grantor

9.1 If the Grantor requires a portion of the Right of Way Area for other purposes, then upon written request by the Grantor, Hydro will relocate any Works in the Right of Way Area to a new location on the Lands, provided that:

(a) the new location is, in the reasonable opinion of Hydro, suitable for use for the relocated Works considering construction, maintenance and operation, and cost factors;

(b) the Grantor gives Hydro reasonable notice to permit proper design, planning and construction of the Works to be relocated;

(c) before any relocation, the Grantor has paid the reasonable costs and expenses of the relocation, including costs of design, supervision and construction as estimated by Hydro, with appropriate adjustments based on actuals after the relocation is complete; and

(d) the terms and conditions of this Agreement will cover the relocated Works.

10.0  Relocation of TELUS Works at the Request of the Grantor

10.1 If the Grantor requires a portion of the Right of Way Area for other purposes, then upon written request by the Grantor, TELUS will relocate any Works in the Right of Way Area to a new location on the Lands, provided that:

(a) The new location is, in the reasonable opinion of TELUS, suitable for use for the relocated Works considering construction, maintenance and operation, and cost factors;

(b) The Grantor gives TELUS reasonable notice to permit proper design, planning and construction of the Works to be relocated;

(c) Before any relocation, the Grantor has paid the reasonable costs and expenses of the relocation as estimated by TELUS, including costs of design, supervision and construction with appropriate adjustments based on actuals after the relocation is complete; and

(d) The terms and conditions of this Agreement will cover the relocated TELUS Works.

11.0  Fencing

11.1 With the exception of transformer stations and equipment shelters, Hydro and TELUS will not fence the Area of the Works without the prior consent of the Grantor.

12.0  Inspections

12.1 It will be lawful for the Grantor at all reasonable times to enter upon the Right of Way Area for the purposes of inspecting the Right of Way Area and the Works.

13.0  Restoration

13.1 When a portion of the Right of Way Area is no longer required for the Works, Hydro or TELUS, as the case may be, will restore the ground surface of the affected portion of the Right of Way Area, as near as is reasonably practicable to its condition prior to the installation of the Works, including the removal of any above ground Works, underground transformers and, where practicable and at the request of the Grantor, any cables located within underground ducts in such portion of the Right of Way Area.

13.2 This Section will survive the expiration of the Agreement.

14.0  Removal of Works

14.1 If certain Works are no longer required by Hydro and TELUS under this Agreement:

(a) Hydro or TELUS, as the case may be, may, subject to the consent of the Grantor, abandon the Works and transfer to the Grantor all ownership, right and interest in the whole or part of the Works. If the consent of the Grantor is not obtained within one year after the date of the expiration of the Agreement, Hydro or TELUS, as the case may be, will remove the above ground Works, underground transformers and, where practicable and at the request of the Grantor, any cables located within underground ducts as soon as reasonably possible in the circumstances; and

(b) Hydro or TELUS, as the case may be, will decommission any roads no longer required in relation to such Works.

14.2 Hydro will remain liable for any environmental damage to the Lands arising from any below ground Works that remain on or in the Right of Way Area after the expiration of this Agreement, except that if the Grantor uses or authorizes the use of the remaining below ground Works for any purpose, then Hydro will not be liable for any environmental damage caused by the Grantor's use, or authorized use.

14.3 TELUS will remain liable for any environmental damage to the Lands arising from any below ground Works that remain on or in the Right of Way Area after the expiration of this Agreement, except that if the Grantor uses or authorizes the use of the remaining below ground Works for any purpose, then TELUS will not be liable for any environmental damage caused by the Grantor's use, or authorized use.

14.4 Sections 14.1, 14.2 and 14.3 will survive the expiration of this Agreement.

15.0  Covenants of the Grantor

15.1 The Grantor covenants with Hydro and TELUS that:

(a) Hydro and TELUS shall and may peaceably enjoy and hold the rights granted in this Agreement without interruption, disturbance, molestation or hindrance whatsoever from the Grantor or any other person lawfully claiming from or under the Grantor, provided however that nothing in this Section 15.1 shall limit the Grantor's right of inspection pursuant to Section 12.1;

(b) The Grantor will not permit or make, place, erect, operate, use or maintain any building, structure, foundation, pavement, excavation, well, pile of material, fill, obstruction, equipment, thing or inflammable substance, or plant any growth upon the Area of the Works, if any such action or thing, in the reasonable opinion of Hydro or TELUS:

(i) may interfere with or endanger the Works or any part thereof or the installation, operation, maintenance, removal or replacement of the Works or any part thereof;

(ii) may obstruct access to the Works or any part thereof by those authorized by Hydro or TELUS; or

(iii) may by its operation, use, maintenance or existence on the Area of the Works create or increase any hazard to persons or property in relation to the Works;

(c) The Grantor will not carry out blasting or aerial logging operations on or adjacent to the Area of the Works without prior written permission from Hydro and TELUS, which permission will not be unreasonably withheld, conditioned or delayed; and

(d) The Grantor will not diminish or increase the ground elevation in the Area of the Works by any method, including piling any material or creating any excavation, drain, or ditch in the Area of the Works, unless permission in writing from Hydro and TELUS has first been received, which permission will not be unreasonably withheld, conditioned or delayed.

16.0  Compensation for Damages

16.1 Subject to the rights granted in this Agreement, Hydro and TELUS covenant with the Grantor that if Hydro or TELUS, or their respective contractors, damage any structures, buildings, fixtures, improvements, or chattels outside of the Area of the Works, or damage any crops, merchantable timber, livestock, drains, ditches, culverts, fences, trails, bridges, or roads on the Lands, and such damage is not caused as a result of the Grantor's breach of the terms of this Agreement or the negligence or willful act of the Grantor or its contractors, agents or permittees, then Hydro or TELUS, as the case may be, will:

(a) compensate the Grantor for such damages, to the extent caused by Hydro or TELUS; or

(b) within a reasonable period of time, repair in a good and workman-like manner any damaged structure, building or improvement, as closely as is practicable to its condition immediately prior to the damage.

16.2 Compensation paid to the Grantor for merchantable timber pursuant to Section 16.1 will be in accordance with generally accepted principles of timber valuation and the parties agree that on payment, title to any timber cut on the Lands under this Agreement will vest in Hydro or TELUS, as the case may be.

17.0  Indemnity

17.1 Hydro will save harmless and indemnify the Grantor from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Grantor by reason of or arising out of:

(a) any breach, violation or non-performance by Hydro of any of Hydro's covenants, conditions or obligations under this Agreement; and

(b) any act or omission on the part of Hydro in respect of or in relation to its Works including the construction, maintenance, operation or decommissioning of its Works, but only to the extent any such matter is found to be the responsibility of Hydro and was not contributed to by the negligence, breach, violation or non-performance of the Grantor, and not for any matters based on nuisance or the rule in Rylands v. Fletcher unless Hydro was negligent.

17.2 TELUS will save harmless and indemnify the Grantor from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Grantor by reason of or arising out of:

(a) any breach, violation or non-performance by TELUS of any of TELUS' covenants, conditions or obligations under this Agreement; or

(b) any act or omission on the part of TELUS in respect of or in relation to its Works including the construction, maintenance, operation or decommissioning of its Works, but only to the extent any such matter is found to be the responsibility of TELUS and was not contributed to by the negligence, breach, violation or non-performance of the Grantor.

18.0  Dispute Resolution

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

(a) the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

(b) 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;

(c) if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this Section 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; and

(d) for the purposes of this Article, Hydro and TELUS will only be considered as one party where the dispute arises between the Grantor, on the one hand, and Hydro and TELUS jointly, on the other.

19.0  Runs With the Land

19.1 This Agreement runs with and binds the Lands to the extent necessary to give full force and effect to this Agreement.

20.0  Assignment

20.1 This Agreement:

(a) may not be assigned in part or in whole or otherwise transferred without the prior written consent of the Grantor, which consent will not be unreasonably withheld, conditioned or delayed; but

(b) may be assigned or otherwise transferred to an Affiliate without consent.

20.2 During any time that TELUS carries on business as a telecommunications services provider in partnership with an Affiliate of TELUS, TELUS may allow that partnership and its members to exercise some or all of the rights granted to TELUS in this Agreement, provided that TELUS ensures that the partnership and its members comply with TELUS' obligations in this Agreement. For greater certainty, TELUS shall remain fully liable for all of its obligations under this Agreement in such circumstances.

21.0  Notice

21.1 Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Grantor:

[Name of First Nation]

[address, etc.]

To Hydro:

Manager, Properties

B.C. Hydro

8th Floor — 333 Dunsmuir Street

Vancouver, British Columbia

V6B 5R3

Fax: (604) 623-3951

To TELUS:

Manager, Real Estate

TELUS

15-3777 Kingsway

Burnaby, British Columbia

V5H 3Z7

Fax: (604) 599-0396

21.2 If any question arises as to the date on which such notice was communicated to any party, it will be deemed to have been given on the earlier of:

(a) if it was delivered personally or by courier, on the next business day;

(b) if it was sent by fax, on the next business day; or

(c) if it was sent by mail, on the sixth day after the notice was mailed.

In the event of postal disruption or an anticipated postal disruption, notices may not be given by mail.

21.3 A change of address by any party may be given to the others in accordance with this provision.

22.0  General

22.1 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.

22.2 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.

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

22.4 Any party to this Agreement may register this Agreement in any land registry system established or used by the Grantor for lands within its jurisdiction. At the request of any party to this Agreement, all parties will cooperate in executing any documents or plans required to accomplish the registration of this Agreement and to preserve the substance and priority of this Agreement in relation to those portions of the Lands affected by this Agreement.

22.5 Hydro or TELUS may grant licences respecting their rights under this Agreement to anyone, in whole or in part, without the prior written consent of the Grantor provided that no licence will act as a release of any of Hydro's or TELUS's obligations set out in this Agreement.

22.6 A delegate appointed by the Grantor may provide Hydro and TELUS with all commentary, authorizations and approvals required pursuant to this Agreement including without limitation, all commentary, authorizations or approvals required in relation to sketch plans, access to the Area of the Works, and relocations or replacements of any Works.

22.7 This Agreement may not be amended except by written agreement signed by all parties to this Agreement.

23.0  Interpretation

23.1 In this Agreement:

(a) all attached schedules form an integral part of this Agreement;

(b) 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;

(c) 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.

British Columbia Hydro and Power

Authority by its authorized signatory:

Signature:______________________________________

Name (Printed): _________________________________

Title: __________________________________________

TELUS Communications Inc. by its authorized signatory:

Signature: ______________________________________

Name (Printed): _________________________________

Title: __________________________________________

Grantor, by its authorized signatory:

Signature: ______________________________________

Name: _________________________________________

Title: __________________________________________

SCHEDULE "A"

[Lands transferred to the Grantor in accordance with the Final Agreement)

SCHEDULE "B"

(Sketch Plan of Works, pursuant to Section. 3.2 of the Agreement)

SCHEDULE "C"

(Lands that may be added post treaty, as identified in the Final Agreement)

RIGHT OF WAY FOR WATERLINE

This Agreement is made as of _______________, 200__.

Between:

MAA‑NULTH FIRST NATION

P.O. Box 70

Bamfield, BC

V0R 1B0

(the "Grantor")

And:

INTEREST HOLDER

Address

___________________________________________

__________________________________________

(the "Grantee")

WHEREAS:

A. The Grantor, Canada and British Columbia have entered into a Final Agreement as hereinafter defined.

B. In accordance with the Final Agreement, the Grantor wishes to provide the grants, as herein provided, to the Grantee with respect to the Grantor's Lands as hereinafter defined.

C. The interest granted is necessary for the operation and maintenance of the Grantees' undertaking.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereto covenant and agree as follows:

1.0  Definitions

1.1 In this Agreement:

(a) "Agreement" means this Right of Way Agreement and all schedules attached to it;

(b) "Fee" means, on the Effective Date the sum of $1.00, for the full term of the Agreement;

(c) "Final Agreement" means the Maa‑nulth Final Land Claims Agreement among the Grantor, Canada and British Columbia;

(d) "Right of Way Area" means the Plans of Survey, dated _______ hereto attached in Schedule A;

(e) "Works"means works necessary for the conveyance of water and all ancillary appliances and fittings reasonably required associated protective installations and related works for the operation of conveying water to the Grantee's operations on the west coast of Vancouver Island and for providing vehicular access to the Right of Way Area.

2.0  Grant of Right of Way

2.1 The Grantor grants over the Right of Way Area to the Grantee, and its employees, representatives, contractors, agents, licensees, successors and assigns for so long as required, the exclusive uninterrupted right, liberty and right of way to enter in, upon, under, over and through the Right of Way Area, with or without equipment, machinery and materials as reasonably required by the Grantee, for the purposes of constructing, operating, removing, replacing, reconstructing, repairing, and safeguarding thereon a water pipeline and all the works of the Grantee necessary for its undertaking.

3.0  Exclusive Use

3.1 Notwithstanding anything else in this Agreement, the Grantee and the Grantor acknowledge and agree that this Agreement does not grant a fee in the Lands, but rather grants an exclusive use over the Right of Way Area.

4.0  Covenants of the Grantee

4.1 The Grantee covenants with the Grantor to:

(a) [to provide water to the users on the former Sachsa Indian Reserve No. 4 for domestic and fire protection purposes without charge as compensation for so long as the Right of Way Area is used to convey water;]

Note: clause A only applicable to Bamfield Regional District Right of Way

(b) pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged to the account of the Grantee, which relate to the Right of Way Area and which the Grantee is liable to pay;

(c) keep the portions of the Right of Way Area used by the Grantee under this Agreement in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation of such Lands by the Grantee, provided that the Grantee has no obligation to keep any trails, roads, lanes or bridges within the Right of Way Area suitable for use by anyone except the Grantee; and

(d) not commit or suffer any willful or voluntary waste, spoil or destruction on the Right of Way Area, or anything that may be or become a nuisance to the Grantor, except to the extent required by the Grantee, acting reasonably, to exercise the rights granted under this Agreement.

5.0  Relocation of Works Due to Change

5.1 If a material change occurs to the Lands, such as erosion, which for any reason makes the continued use of any portion of the Right of Way Area unsuitable for any of the Works, then the Grantor will, at no cost to the Grantee, consent to the relocation and replacement of such Works to a new location on the Lands, as follows:

(a) the Grantee will, before undertaking any work, deliver a sketch plan to the Grantor indicating the contemplated relocation of the Works for approval by the Grantor, which approval will not be unreasonably withheld, delayed or made subject to any unreasonable conditions;

(b) the Grantee will take into account any likely material effect of the relocated Works on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by the Grantee for the relocated Works in relation to alternative locations; and

(c) the terms and conditions of this Agreement will cover the relocated Works.

6.0  Relocation of Works at the request of the Grantor

6.1 If the Grantor requires a portion of the Right of Way Area for other purposes, then upon written request by the Grantor, the Grantee will relocate any Works in the Right of Way Area to a new location on the Lands, provided that:

(a) in the opinion of the Grantee, the new location is suitable for use for the relocated Works considering construction, maintenance and operation, and cost factors;

(b) the Grantor gives the Grantee reasonable notice to permit proper design, planning and construction of the Works to be relocated;

(c) before any relocation, the Grantor has paid all of the reasonable costs and expenses of the relocation, including costs of design, supervision and construction as estimated by the Grantee, with appropriate adjustments based on actual costs after the relocation is complete; and

(d) the terms and conditions of this Agreement will cover the relocated Works.

7.0  Inspections

7.1 It will be lawful for the Grantor at all reasonable times to enter upon the Right of Way Area for the purposes of examining the Right of Way Area and the Works.

8.0  Restoration

8.1 When all or a portion of the Right of Way Area is no longer required for the Works, the Grantee will at the written request of the Grantor, either

(a) fully decommission, by removing Works and restoring the ground surface to allow for the regeneration of the natural vegetation, the Right of Way Area so as to be comparable to the surrounding ecosystem; or

(b) abandon its interest and Works in the Right of Way Area and transfer to the Grantor all ownership, rights and interest in the whole or part of the Works.

8.2 This Section will survive the expiration of the Agreement.

9.0  Covenants of the Grantor

9.1 The Grantor covenants with the Grantee that:

(a) the Grantee shall and may peaceably enjoy and hold the rights granted in this Agreement without interruption, disturbance, molestation or hindrance whatsoever from the Grantor or any other person lawfully claiming from or under the Grantor, provided however that nothing in this Section 9 shall limit the Grantor's right of inspection pursuant to Section 7.1;

(b) The Grantor will not permit or make, place, erect, operate, use or maintain any building, structure, foundation, pavement, excavation, well, pile of material, obstruction, equipment, thing or inflammable substance, or plant any growth upon the Right of Way Area, if any such action or thing, in the reasonable opinion of the Grantee:

(i) may interfere with or endanger the Works or any part thereof or the installation, operation, maintenance, removal or replacement of the Works or any part thereof;

(ii) may obstruct access to the Works or any part thereof by those authorized by the Grantee; or

(iii) may by its operation, use, maintenance or existence on the Right of Way Area create or increase any hazard to persons or property in relation to the Works; or

(iv) may interfere with any rights granted under this Agreement.

10.0  Indemnity

10.1 The Grantee will save harmless and indemnify the Grantor from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Grantor by reason of or arising out of:

(a) any breach, violation or non-performance by the Grantee of any of the Grantee's covenants, conditions or obligations under this Agreement;

(b) any act or omission on the part of the Grantee in respect or in relation to its Works including the construction, maintenance, operation or decommissioning of its Works, but only to the extent any such matter is found to be the responsibility of the Grantee and was not contributed to by the negligence, breach, violation or non-performance of the Grantor, and not for any matters based on nuisance or the rule in Rylands v. Fletcher unless the Grantee was negligent; and

(c) any personal injury, death or property damage arising out of the Grantee `s use of the Right of Way Area pursuant to this Agreement.

11.0  Dispute Resolution

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

(a) the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

(b) 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; and

(c) if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this Section 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.

12.0  Runs With the Land

12.1 This Agreement runs with and binds the Lands to the extent necessary to give full force and effect to this Agreement.

13.0  Assignment

13.1 This Agreement may not be assigned in part or in whole or otherwise transferred without the prior written consent of the Grantor, which consent will not be unreasonably withheld, conditioned or delayed.

17.0  Notice

17.1 Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Grantor:

(Insert Maa‑nulth First Nation)

Address

_____________________________________

_____________________________________

To the Grantee:

(Insert Grantee)

Address

_____________________________________

_____________________________________

17.2 If any question arises as to the date on which such notice was communicated to any party, it will be deemed to have been given on the earlier of:

(a) if it was delivered personally or by courier, on the next business day;

(b) if it was sent by fax, on the next business day; or

(c) if it was sent by mail, on the sixth day after the notice was mailed.

In the event of postal disruption or an anticipated postal disruption, notices may not be given by mail.

17.3 A change of address by any party may be given to the other in accordance with this provision.

18.0  General

18.1 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.

18.2 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.

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

18.4 Any party to this Agreement may register this Agreement in any land registry system established or used by the Grantor for lands within its jurisdiction. At the request of any party to this Agreement, all parties will cooperate in executing any documents or plans required to accomplish the registration of this Agreement and to preserve the substance and priority of this Agreement in relation to those portions of the Right of Way Area affected by this Agreement.

18.5 The Grantee may grant contracts respecting its rights under this Agreement to anyone, in whole or in part, without the prior written consent of the Grantor provided that no contract will act as a release of any of the

Grantee's obligations set out in this Agreement.

18.6 This Agreement may not be amended except by written agreement signed by both parties to this Agreement.

19.0  Interpretation

19.1 In this Agreement:

(a) all attached schedules form an integral part of this Agreement;

(b) 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; and

(c) if any provision is determined by a court 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.

The Grantee by its duly authorized signatory:

Signature: _________________________________

Name: ____________________________________

Title: _____________________________________

The Maa‑nulth First Nation by its duly authorized signatory:

Signature: _________________________________

Name: ____________________________________

Title: _____________________________________

SCHEDULE "A"

List of Interests that are being replaced:

RIGHT OF WAY FOR PRIVATE UTILITY DISTRIBUTION LINE

This Agreement is made as of _______________, 200__.

Between:

Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations of

(the "Grantor")

And:

KYUQUOT POWER LTD, of

(the "Grantee")

WHEREAS:

A. The Grantor, Canada and British Columbia have entered into a Final Agreement as hereinafter defined.

B. In accordance with the Final Agreement, the Grantor wishes to provide the grants, as herein provided, to the Grantee with respect to the Grantor's Lands as hereinafter defined.

C. The interest granted is necessary for the operation and maintenance of the Grantee's undertaking.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereto covenant and agree as follows:

1.0  Definitions

1.1 In this Agreement:

(a) "Agreement" means this Right of Way Agreement and all schedules attached to it;

(b) "Fee" means, on the Effective Date, the sum of $___ for the full term of the Agreement;

(c) "Final Agreement" means the Maa‑nulth First Nations Final Agreement among the Grantor, Huu‑ay‑aht First Nations, Toquaht First Nation, Uchucklesaht Tribe, Ucluelet First Nation, Canada and British Columbia, to which this form of Agreement is appended and which incorporates this Agreement;

(d) "Lands" means that part or those parts of the following described land shown outlined by bold line attached hereto as "Schedule "A";

(e) "Right of Way Area" means the area in heavy outline on the survey plan, dated hereto attached as Schedule "B";

(f) "Works" means all things and components, using any type of technology from time to time, necessary or convenient for the purposes of transmitting and distributing electricity, including: poles, towers, guy wires, brackets, crossarms, insulators, transformers, anchors, attachments, lines, and access nodes, together with all ancillary appliances, fittings and equipment.

2.0  Grant of Right of Way

2.1 The Grantor grants to the Grantee, and its employees, representatives, contractors, agents, licensees, successors and assigns for so long as required, the uninterrupted right, liberty and right of way to enter in, upon, under, over and through:

(a) the Right of Way Area, with or without equipment, machinery and materials as reasonably required by the Grantee, for the purposes of constructing, operating, removing, replacing, reconstructing, repairing, and safeguarding thereon the Works; and

(b) the Lands, with or without equipment, machinery and materials as reasonably required by the Grantee for the purposes of:

(i) gaining reasonable access across the Lands to access the Right of Way Area;

(ii) cutting trees or growth adjacent to the Right of Way Area, if in the opinion of the Grantee, such trees or growth might interfere with or endanger the Works or pose a hazard to persons or property in relation to the Works; or

(iii) grounding any structures, installation or things by whomsoever owned from time to time located on the Lands adjacent to the Right of Way Area where, in the reasonable opinion of the Grantee, such grounding will eliminate or reduce hazards to persons or property in relation to the Works.

The Grantee will, except in an emergency, give the Grantor written notice prior to exercising its rights under Subsection (b)(ii) and (b)(iii).

3.0  Non-Exclusive Use

3.1 Notwithstanding anything else in this Agreement, the Grantee and the Grantor acknowledge and agree that:

(a) this Agreement does not grant a fee in the Lands, but rather grants a non- exclusive use over the Right of Way Area; and

(b) subject to the rights granted to the Grantee in this Agreement, the Grantor may grant other interests in the Right of Way Area.

4.0  Covenants of the Grantee

4.1 The Grantee covenants with the Grantor to:

(a) pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged to the account of the Grantee, which relate to the Right of Way Area and which the Grantee is liable to pay;

(b) keep the portions of the Lands, including the Right of Way Area, used by the Grantee under this Agreement in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation of such Lands by the Grantee, provided that the Grantee has no obligation to keep any trails, roads, lanes or bridges within the Right of Way Area suitable for use by anyone except the Grantee;

(c) not commit or suffer any willful or voluntary waste, spoil or destruction on the Right of Way Area, or anything that may be or become a nuisance to the Grantor, except to the extent required by the Grantee, acting reasonably, to exercise the rights granted under this Agreement; and

(d) take all reasonably steps and precautions to minimize disturbance of any archaeological material discovered by the Grantee on the Right of Way Area, and to immediately notify the Grantor.

5.0  Relocation of Works Due to Change

5.1 If a material change occurs to the Lands, such as erosion, which for any reason makes the continued use of any portion of the Right of Way Area unsuitable for any of the Works, then the Grantor will, at no cost to the Grantee, consent to the relocation and replacement of such Works to a new location on the Lands, as follows:

(a) the Grantee will, before undertaking any work, deliver a sketch plan to the Grantor indicating the contemplated relocation of the Works for approval by the Grantor, which approval will not be unreasonably withheld, delayed or made subject to any unreasonable conditions;

(b) the Grantee will take into account any likely material effect of the relocated Works on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by the Grantee for the relocated Works in relation to alternative locations; and

(c) the terms and conditions of this Agreement will cover the relocated Works.

6.0  Relocation of Works at the request of the Grantor

6.1 If the Grantor requires a portion of the Right of Way Area for other purposes, then upon written request by the Grantor, the Grantee will relocate any Works in the Right of Way Area to a new location on the Lands, provided that:

(a) in the opinion of the Grantee, the new location is suitable for use for the relocated Works considering construction, maintenance and operation, and cost factors;

(b) the Grantor gives the Grantee reasonable notice to permit proper design, planning and construction of the Works to be relocated;

(c) before any relocation, the Grantor has paid all of the reasonable costs and expenses of the relocation, including costs of design, supervision and construction as estimated by the Grantee, with appropriate adjustments based on actual costs after the relocation is complete; and

(d) the terms and conditions of this Agreement will cover the relocated Works.

7.0  Inspections

7.1 It will be lawful for the Grantor at all reasonable times to enter upon the Right of Way Area for the purposes of inspecting the Right of Way Area and the Works.

8.0  Restoration

8.1 When all or a portion of the Right of Way Area is no longer required for the Works, the Grantee will at the written request of the Grantor, either

(a) fully decommission, by removing Works and restoring the ground surface to allow for the regeneration of the natural vegetation, the Right of Way Area so as to be comparable to the surrounding ecosystem; or

(b) abandon its interest and Works in the Right of Way Area and transfer to the Grantor all ownership, rights and interest in the whole or part of the Works.

8.2 This Section will survive the expiration of the Agreement.

9.0  Covenants of the Grantor

9.1 The Grantor covenants with the Grantee that:

(a) the Grantee shall and may peaceably enjoy and hold the rights granted in this Agreement without interruption, disturbance, molestation or hindrance whatsoever from the Grantor or any other person lawfully claiming from or under the Grantor, provided however that nothing in this Section 9 shall limit the Grantor's right of inspection pursuant to Section 7.1;

(b) The Grantor will not permit or make, place, erect, operate, use or maintain any building, structure, foundation, pavement, excavation, well, pile of material, obstruction, equipment, thing or inflammable substance, or plant any growth upon the Right of Way Area, if any such action or thing, in the reasonable opinion of the Grantee:

(i) may interfere with or endanger the Works or any part thereof or the installation, operation, maintenance, removal or replacement of the Works or any part thereof;

(ii) may obstruct access to the Works or any part thereof by those authorized by the Grantee; or

(iii) may by its operation, use, maintenance or existence on the Right of Way Area create or increase any hazard to persons or property in relation to the Works; or

(iv) may interfere with any rights granted under this Agreement.

10.0  Indemnity

10.1 The Grantee will save harmless and indemnify the Grantor from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Grantor by reason of or arising out of:

(a) any breach, violation or non-performance by the Grantee of any of the Grantee's covenants, conditions or obligations under this Agreement;

(b) any act or omission on the part of the Grantee in respect or in relation to its Works including the construction, maintenance, operation or decommissioning of its Works, but only to the extent any such matter is found to be the responsibility of the Grantee and was not contributed to by the negligence, breach, violation or non-performance of the Grantor, and not for any matters based on nuisance or the rule in Rylands v. Fletcher unless the Grantee was negligent; and

(c) any personal injury, death or property damage arising out of the Grantee `s use of the Right of Way Area pursuant to this Agreement.

11.0  Dispute Resolution

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

(a) the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

(b) 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; and

(c) if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this Section 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.

12.0  Runs With the Land

12.1 This Agreement runs with and binds the Lands to the extent necessary to give full force and effect to this Agreement.

13.0  Assignment

13.1 This Agreement may not be assigned in part or in whole or otherwise transferred without the prior written consent of the Grantor, which consent will not be unreasonably withheld, conditioned or delayed.

17.0  Notice

17.1 Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Grantor: _____________________

Fax: ______________________________

To the Grantee: _____________________

Fax: ______________________________

17.2 If any question arises as to the date on which such notice was communicated to any party, it will be deemed to have been given on the earlier of:

(a) if it was delivered personally or by courier, on the next business day;

(b) if it was sent by fax, on the next business day; or

(c) if it was sent by mail, on the sixth day after the notice was mailed.

In the event of postal disruption or an anticipated postal disruption, notices may not be given by mail.

17.3 A change of address by any party may be given to the other in accordance with this provision.

18.0  General

18.1 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.

18.2 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.

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

18.4 Any party to this Agreement may register this Agreement in any land registry system established or used by the Grantor for lands within its jurisdiction. At the request of any party to this Agreement, all parties will cooperate in executing any documents or plans required to accomplish the registration of this Agreement and to preserve the substance and priority of this Agreement in relation to those portions of the Right of Way Area affected by this Agreement.

18.5 The Grantee may grant contracts respecting its rights under this Agreement to anyone, in whole or in part, without the prior written consent of the Grantor provided that no contract will act as a release of any of the Grantee `s obligations set out in this Agreement.

18.6 This Agreement may not be amended except by written agreement signed by both parties to this Agreement.

19.0  Interpretation

19.1 In this Agreement:

(a) all attached schedules form an integral part of this Agreement;

(b)  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; and

(c) if any provision is determined by a court 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.

[GRANTEE] by its duly authorized signatory:

Signature: ___________________________________

Name: ______________________________________

Title: _______________________________________

Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations by its duly authorized signatory:

Signature: ___________________________________

Name: ______________________________________

Title: _______________________________________

SCHEDULE "A"

[Plan showing portion of the Lands]

SCHEDULE "B"

[Plan showing the Right of Way Area outlined by bold line]

Appendix E-10

Part 3 — Applicable Forms Of Documents For Potential Future Public Utility Transmission And Distribution Works

  1. Distribution Right of Way — Uchucklesaht Tribe (BC Hydro)
2. Transmission Right of Way —Toquaht Nation (BC Hydro)
3. Transmission Right of Way — Ucluelet First Nation (BC Hydro)

DISTRIBUTION RIGHT OF WAY — UCHUCKLESAHT TRIBE

(BC Hydro)

This Agreement is made as of _____________, 200 __

Between:

[Name of First Nation]

____________________________________________

[insert address]

(the "Grantor")

And:

British Columbia Hydro and Power Authority, a corporation continued under the Hydro and Power Authority Act, R.S.B.C. 1996, c.212

("Hydro")

WHEREAS:

A. The Grantor, Canada and British Columbia have entered into a Final Agreement as hereinafter defined.

B. In accordance with the Final Agreement, the Grantor wishes to provide the grants, as herein provided, to Hydro with respect to the Grantor's Lands as hereinafter defined.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereto covenant and agree as follows:

1.0  Definitions

1.1 In this Agreement:

(a) "Affiliate" has the meaning ascribed to it in the Business Corporations Act, S.B.C. 2002, c. 57, as amended or replaced from time to time;

(b) "Agreement" means this Right of Way Agreement and all schedules attached to it;

(c) "Area of the Works" means the area:

(i) 6 metres on either side of the Centre Line;

(ii) 6 metres on any side of the Diesel Generating Facilities, if not enclosed by a fence; or

(iii) 6 metres beyond any fence enclosing the Diesel Generating Facilities.

(d) "Centre Line" means the centre of the alignment of the Electrical Distribution Works.

(e) "Diesel Generating Facilities" means all transformer stations, generating facilities, equipment stations, equipment shelters, and other similar or related improvements, including fencing:

(i) installed or constructed on the Right of Way Area by Hydro, in accordance with the requirements of this Agreement; and/or

(ii) transferred to Hydro for use in this Agreement;

(f) "Electrical Distribution Works" means all things and components, using any type of technology from time to time, necessary or convenient for the purposes of transmitting and distributing electricity and for the purpose of telecommunications, including: poles, towers, antennae (except for monopole free standing antennae), guy wires, brackets, crossarms, insulators, above ground or underground transformers, anchors, attachments, lines, access nodes and cables, including underground or fibre optic cables, underground conduits, lines and pipes of every kind, cabinets, 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, but excluding transmission towers and Diesel Generating Facilities.

(g) "Effective Date" means the date upon which the Final Agreement will take effect;

(h) "Environment" means all the components of the earth including, without limitation, all layers of the atmosphere, air, land (including, without limitation, all underground spaces and cavities and all lands submerged under water), soil, water (including, without limitation, surface and underground water), organic and inorganic matter and living organisms, the interacting natural systems that include the foregoing and all other external conditions or influences under which humans, animals and plants live or are developed;

(i) "Excluded Right of Way Areas" means any right of way area or corridor that is not part of the Lands but in whole or in part passes through the Lands or is adjacent to such Lands;

(j) "First Tenure Date" means the earliest date that Hydro acquired tenure in the Lands in respect of the Hydro Works, whether by permit under Section 28(2) of the Indian Act, or by any other form of tenure.

(k) "Final Agreement" means the ____ Final Agreement among the Grantor, Canada and British Columbia;

(l) "Hydro Works" means the Electrical Distribution Works and the Diesel Generating Facilities of Hydro and its Affiliates, as they may exist on the Right of Way Area from time to time, as shown on the plan of the Hydro Works attached as Schedule B, as amended from time to time;

(m) "Lands" means the lands and premises which are transferred to the Grantor on and after the Effective Date in accordance with Chapter X of the Final Agreement, including those lands which are described in Schedule "A" <and Schedule "C" Note: reference any post-treaty additions to Treaty Settlement Lands in Schedule "C" if applicable> attached to this Agreement;

(n) "Pre-Existing Works" means those Hydro Works that existed on the Lands prior to the First Tenure Date, including, for greater certainty, cement pads and underground ducts; and

(o) "Right of Way Area" means those portions of the Lands more particularly described in Section 3 of this Agreement, as may be modified under this Agreement.

1.2 With respect to any obligation on the part of Hydro under this Agreement, any reference to Hydro includes its respective servants, officers, employees, agents, contractors, sub-contractors, invitees, licensees, successors, permitted assigns, and those for whom it is responsible in law.

2.0  Grant of Right of Way

2.1 The Grantor grants over the Lands to Hydro, and its employees, representatives, contractors, agents, licensees, successors and assigns, for so long as required, the uninterrupted right, liberty and right of way to:

(a) use the Right of Way Area as follows:

(i) excavate for, construct, install, erect, abandon, replace, extend, upgrade, operate, maintain, remove and repair the Works on, over, in, under, across and through the Right of Way Area; and

(ii) clear the Right of Way Area and keep it cleared (including pruning or removal) of any trees or growth at any time located therein;

(b) use the Area of the Works as follows:

(i) enter, work, pass and repass upon, on, and along the Area of the Works;

(ii) construct, maintain, repair, replace and use trails, helicopter landing pads, roads, lanes, and bridges on the Area of the Works including, in addition, any portions reasonably required adjacent to the Area of the Works for the sake of continuity, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement;

(iii) clear the Area of the Works and keep it cleared of all or any part of any obstruction, improvement or other matter which, in the reasonable opinion of Hydro, might interfere with or endanger the Hydro Works, disrupt service to Hydro's customers, or pose a hazard to persons or property in relation to the Hydro Works; and

(iv) clear the Area of the Works and keep it cleared (including pruning or removal) of all or any part of any trees or growth which do or might, in the opinion of Hydro, interfere with or endanger Hydro Works, disrupt service to Hydro's customers, or pose a hazard to persons or property in relation to the Hydro Works;

(c) to enjoy further rights as follows:

(i) Hydro may cut trees or growth outside the Area of the Works, if in the opinion of Hydro such trees or growth might interfere with or endanger the Hydro Works (whether on or off the Lands) or pose a hazard to persons or property in relation to the Hydro Works. Hydro will, except in an emergency, give the Grantor written notice prior to exercising their rights under this Section;

(ii) Hydro may pass and repass over, and maintain, repair replace and use, all trails, roads, lanes, helicopter landing pads, and bridges on the Lands outside of the Area of the Works with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement;

(iii) if there are no suitable trails, roads, lanes, helicopter landing pads, or bridges under s. 2.1(c) (ii), Hydro may either:

(a) construct, maintain, repair, replace and pass and repass over trails, helicopter landing pads, roads, lanes or bridges on the Lands; or

(b) pass and repass over the Lands elsewhere than on trails, helicopter landing pads, roads, lanes and bridges, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement, subject to approval of the route by the Grantor, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Hydro does not require such approval if there is an emergency or a reasonably apprehended emergency or for the determination of electricity consumption, but will report to the Grantor the purpose and extent of the access as soon as practicable;

(iv) to conduct vegetation management upon the Area of the Works, such as the planting of vegetation compatible with the Hydro Works, and the application of herbicides and pesticides, provided that Hydro will not conduct any aerial application of herbicides or pesticides on the Lands;

(v) to install, maintain and use gates in all fences which are now or hereafter shall be on the Right of Way Areas and in fences affecting access to the Area of the Works;

(vi) to ground any structures, installation or things, by whomsoever owned, from time to time situated anywhere on the Right of Way Areas or adjacent Lands where, in the reasonable opinion of Hydro, such grounding will eliminate or reduce hazards to persons or property in relation to the Hydro Works;

(vii) Hydro may enter onto the Lands outside the Area of the Works for the purpose of undertaking works to protect any Hydro Works located within the Lands or within an Excluded Right of Way Area or to protect persons or property that may be at risk from such Hydro Works, provided that:

(a) Hydro will before commencing such works deliver to the Grantor for approval a written work plan describing the proposed work on the Lands;

(b)  the Grantor will not unreasonably withhold, condition or delay approval of such work plan, and shall take into consideration the effect of the proposed work, the cost of the proposed work compared to the cost of alternate solutions and the extent of the risk of not undertaking the work. If Hydro and the Grantor cannot agree on a work plan requested by Hydro within 30 days of receipt by the Grantor of the proposed work plan, then either party may refer the disagreement to dispute resolution under Section 17 of this Agreement;

(c) Hydro will pay compensation for any damage to the Lands resulting from the work plan;

(d) in an emergency Hydro may, without approval of the Grantor, undertake works and take such steps on the Lands as are reasonably required to be taken immediately in order to protect the Hydro Works, or to protect persons or property that may be at risk from the Hydro Works, and in that event Hydro will as soon as reasonably possible notify the Grantor; and

(d) generally, do all such other acts or things as may reasonably be necessary or incidental to the business of Hydro in connection with any of the above.

3.0  Right of Way Area

3.1 The Right of Way Area consists of:

(a)  all portions of the Lands reasonably required for the following:

(i) those Hydro Works existing at the date of this Agreement;

(ii) any additional Hydro Works constructed adjacent to, along the sides of or across any roads, lanes or bridges from time to time existing on or through the Lands;

(iii) any additional Hydro Works that provide service to any lands adjacent to any roads, lanes, or bridges from time to time existing on or through the Lands;

(iv) any additional Hydro Works that provide service to any lands consent to the installation of any such Hydro Works; and

(b) any such other portions of the Lands as may from time to time be consented to in writing by the Grantor, or by any delegate appointed by the Grantor.

3.2 The parties agree that the sketch plan attached to this Agreement as Schedule "B" reasonably represents the approximate location of the Hydro Works existing as of the date of this Agreement.

3.3 Nothing in this Section 3 is intended to affect the rights of Hydro to make arrangements directly with a person in legal possession of any lands for the construction of the Hydro Works.

4.0  Use of the Right of Way Area

4.1 Hydro agrees that members of the Grantor and any present or future lessees or permittees having any right to the Right of Way Area are, subject to this Section 4, Section 10, and the rights granted under Section 2.1, to be allowed free access to the Right of Way Area and the use of the same except for:

(a) making, placing, erecting or maintaining any building, structure, excavation, pile of material or obstruction or planting any growth on the Area of the Works, or within any fenced area enclosing the Diesel Generating Facilities, which in the reasonable opinion of Hydro, might interfere with or endanger the construction, operation, maintenance or removal of the Hydro Works or might obstruct access by Hydro to the Hydro Works; or

(b) doing any act or thing which might, in the reasonable opinion of Hydro, interfere with or damage the Hydro Works or create or increase any hazards to persons.

4.2 The Grantor will not grant any interest in the Right of Way Area or the Area of Works as they exist from time to time, that could conflict with Section 10 and the rights granted to Hydro pursuant to Section 2.1.

5.0  Protection of the Environment

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

5.2 Hydro will have no liability for any hazardous substances or environmental damage existing on the Lands prior to the First Tenure Date. The Grantor will indemnify and hold harmless Hydro from and against any and all claims, liabilities, costs, or damages arising or connected with hazardous substances or environmental damage existing on the Lands before the First Tenure Date, or attributable to the Pre-Existing Works.

6.0  Covenants of Hydro

6.1 Hydro covenants with the Grantor to:

(a) 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 Right of Way Area and which Hydro is liable to pay;

(b) keep the portions of the Lands used by Hydro under this Agreement in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation of such Lands by Hydro, provided that Hydro has no obligation to keep any roads within the Area of the Works suitable for use by anyone except Hydro;

(c) bury and maintain all underground Electrical Distribution Works as may be required so as not to unduly interfere with the drainage of the Lands;

(d) take all reasonable steps and precautions to minimize disturbance of any archaeological material discovered by Hydro on the Right of Way Area, and to immediately notify the Grantor;

(e) not bury debris or rubbish of any kind on the Lands in excavations or backfill, and to remove shoring and similar temporary structures as backfilling proceeds; and

(f) not commit or suffer any willful or voluntary waste, spoil or destruction on the Right of Way Area, or do or suffer to be done anything thereon that may be or become a nuisance to the Grantor, except to the extent required by Hydro, acting reasonably, to exercise the rights granted under this Agreement.

7.0  New Works Constructed by Hydro

7.1 Hydro will, at the request of the Grantor, provide to the Grantor a sketch plan showing with reasonable accuracy the location of any new Works constructed on the Lands which are not extensions or additions to existing Hydro Works.

8.0  Relocation of Hydro Works Due to Change

8.1 If a material change occurs to the Lands, such as erosion, which for any reason makes the continued use of any portion of the Right of Way Area or an Excluded Right of Way Area unsuitable for any of the Hydro Works, then the Grantor will, at no cost to Hydro, consent to the relocation and replacement of such Works to a new location on the Lands, as follows:

(a) Hydro will, before undertaking any work, deliver a sketch plan to the Grantor indicating the contemplated relocation of the Hydro Works for approval by the Grantor, which approval will not be unreasonably withheld, delayed or made subject to any unreasonable conditions;

(b) Hydro will take into account any likely material effect of the relocated Hydro Works on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by Hydro for the relocated Hydro Works in relation to alternative locations; and

(c) the terms and conditions of this Agreement will cover the relocated Hydro Works.

9.0  Relocation of Hydro Works at the Request of the Grantor

9.1 If the Grantor requires a portion of the Right of Way Area for other purposes, then upon written request by the Grantor, Hydro will relocate any Works in the Right of Way Area to a new location on the Lands, provided that:

(a) the new location is, in the reasonable opinion of Hydro, suitable for use for the relocated Works considering construction, maintenance and operation, and cost factors;

(b) the Grantor gives Hydro reasonable notice to permit proper design, planning and construction of the Works to be relocated;

(c) before any relocation, the Grantor has paid the reasonable costs and expenses of the relocation, including costs of design, supervision and construction as estimated by Hydro, with appropriate adjustments based on actuals after the relocation is complete; and

(d) the terms and conditions of this Agreement will cover the relocated Works.

10.0  Fencing

10.1 Hydro may fence the Diesel Generating Facilties and, subject to Section 11.1, may exclude entry to the Diesel Generating Facilities.

11.0  Inspections

11.1 The Grantor may:

(a) enter upon the Right of Way Area at any time to visually examine the Electrical Distribution Works; and

(b) enter upon the Right of Way Area after reasonable notice to Hydro, together with a representative of Hydro, for the purposes of visually examining the Diesel Generating Facilities.

12.0  Restoration

12.1 When a portion of the Right of Way Area is no longer required for the Hydro Works, Hydro will restore the ground surface of the affected portion of the Right of Way Area, as near as is reasonably practicable to its condition prior to the installation of the Hydro Works, including the removal of any above ground Hydro Works, underground transformers and, where practicable and at the request of the Grantor, any cables located within underground ducts in such portion of the Right of Way Area.

12.2 This Section will survive the expiration of the Agreement.

13.0  Removal of Works

13.1 At any time during the term of this Agreement, or on the expiration of this Agreement, Hydro may, at its sole discretion, remove any Hydro Works from the Right of Way Area.

13.2 On the expiration of this Agreement:

(a) Hydro will be under no obligation to remove any Pre-Existing Works; and

(b) the Grantor will have sole title to all those Pre-Existing Works that Hydro decides not to remove from the Right of Way Area.

13.3 At any time during the term of this Agreement, or on the expiration of this Agreement, Hydro may, with the prior written consent of the Grantor, abandon any Hydro Works that it installed or constructed on the Right of Way Area. If it receives such consent, Hydro will transfer title to the abandoned Hydro Works to the Grantor, provided:

(a) Hydro is satisfied with the terms of such transfer, and

(b) Hydro has no further liability for those Hydro Works after the date of transfer.

13.4 If:

(a) the Grantor does not consent to Hydro abandoning any Hydro Works that it constructed or installed on the Right of Way Area, within one year of a request being made by Hydro, or

(b)  Hydro is not able to reach satisfactory terms with the Grantor for abandonment of the Hydro Works,

Hydro will remove from the Right of Way Area, as soon as reasonably possible in the circumstances, the above ground Hydro Works, underground transformers, and, where practicable, if requested by the Grantor, those under ground cables that Hydro installed in ducts.

13.5 If specifically requested by the Grantor, Hydro will remove underground cables within ducts that it installed in the Right of Way Area, provided Hydro considers such removal practicable.

13.6 Hydro will restore the ground surface of the Right of Way Area affected by the removal of any Hydro Works, as near as reasonably possible to the condition existing on the First Tenure Date, or to a condition otherwise acceptable to the parties acting reasonably.

13.7 Hydro will not be liable for the Grantor's use and damage of the Hydro Works.

13.8 Hydro will remain liable for any environmental damage to the Lands arising from any below ground Hydro Works that it installed on the Right of Way Area and that remain on or in that portion of the Right of Way Area after the expiration of this Agreement, except that if the Grantor 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 Grantor's use, or authorized use.

13.9 This Sections will survive the expiration of this Agreement.

14.0  Covenants of the Grantor

14.1 The Grantor covenants with Hydro that:

(a) Hydro shall and may peaceably enjoy and hold the rights granted in this Agreement without interruption, disturbance, molestation or hindrance whatsoever from the Grantor or any other person lawfully claiming from or under the Grantor, provided however that nothing in this Section 14.1 shall limit the Grantor's right of inspection pursuant to Section 11.1;

(b) The Grantor will not permit or make, place, erect, operate, use or maintain any building, structure, foundation, pavement, excavation, well, pile of material, fill, obstruction, equipment, thing or inflammable substance, or plant any growth upon the Area of the Works, if any such action or thing, in the reasonable opinion of Hydro:

(i) may interfere with or endanger the Hydro Works or any part thereof or the installation, operation, maintenance, removal or replacement of the Hydro Works or any part thereof;

(ii) may obstruct access to the Hydro Works or any part thereof by those authorized by Hydro; or

(iii) may by its operation, use, maintenance or existence on the Area of the Works create or increase any hazard to persons or property in relation to the Hydro Works;

(c) The Grantor will not carry out blasting or aerial logging operations on or adjacent to the Area of the Works without prior written permission from Hydro, which permission will not be unreasonably withheld, conditioned or delayed; and

(d) The Grantor will not diminish or increase the ground elevation in the Area of the Works by any method, including piling any material or creating any excavation, drain, or ditch in the Area of the Works, unless permission in writing from Hydro has first been received, which permission will not be unreasonably withheld, conditioned or delayed.

15.0  Compensation for Damages

15.1 Subject to the rights granted in this Agreement, Hydro covenants with the Grantor that if Hydro, or its respective contractors, damage any structures, buildings, fixtures, improvements, or chattels outside of the Area of the Works, or damage any crops, merchantable timber, livestock, drains, ditches, culverts, fences, trails, bridges, or roads on the Lands, and such damage is not caused as a result of the Grantor's breach of the terms of this Agreement or the negligence or willful act of the Grantor or its contractors, agents or permittees, then Hydro will:

(a) compensate the Grantor for such damages, to the extent caused by Hydro; or

(b) within a reasonable period of time, repair in a good and workman-like manner any damaged structure, building or improvement, as closely as is practicable to its condition immediately prior to the damage.

15.2 Compensation paid to the Grantor for merchantable timber pursuant to Section 15.1 will be in accordance with generally accepted principles of timber valuation and the parties agree that on payment, title to any timber cut on the Lands under this Agreement will vest in Hydro.

16.0  Indemnity

16.1 Hydro will save harmless and indemnify the Grantor from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Grantor by reason of or arising out of:

(a) any breach, violation or non-performance by Hydro of any of Hydro's covenants, conditions or obligations under this Agreement; and

(b) any act or omission on the part of Hydro in respect of or in relation to the Hydro Works including the construction, maintenance, operation or decommissioning of the Hydro Works, but only to the extent any such matter is found to be the responsibility of Hydro and was not contributed to by the negligence, breach, violation or non-performance of the Grantor, and not for any matters based on nuisance or the rule in Rylands v. Fletcher unless Hydro was negligent.

17.0  Dispute Resolution

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

(a) the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

(b) 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;

(c) if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this Section 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; and

18.0  Runs With the Land

18.1 This Agreement runs with and binds the Lands to the extent necessary to give full force and effect to this Agreement.

19.0  Assignment

19.1 This Agreement:

(a) may not be assigned in part or in whole or otherwise transferred without the prior written consent of the Grantor, which consent will not be unreasonably withheld, conditioned or delayed; but

(b) may be assigned or otherwise transferred to an Affiliate without consent.

20.0  Notice

20.1 Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Grantor:

[Name of First Nation]

[address, etc.]

To Hydro:

Manager, Properties

B.C. Hydro

12th Floor — 333 Dunsmuir Street

Vancouver, British Columbia

V6B 5R3

Fax: (604) 623-3951

20.2 If any question arises as to the date on which such notice was communicated to any party, it will be deemed to have been given on the earlier of:

(a) if it was delivered personally or by courier, on the next business day;

(b) if it was sent by fax, on the next business day; or

(c) if it was sent by mail, on the sixth day after the notice was mailed.

In the event of postal disruption or an anticipated postal disruption, notices may not be given by mail.

20.3 A change of address by any party may be given to the others in accordance with this provision.

21.0  General

21.1 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.

21.2 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.

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

21.4 Any party to this Agreement may register this Agreement in any land registry system established or used by the Grantor for lands within its jurisdiction. At the request of any party to this Agreement, all parties will cooperate in executing any documents or plans required to accomplish the registration of this Agreement and to preserve the substance and priority of this Agreement in relation to those portions of the Lands affected by this Agreement.

21.5 Hydro may grant licences respecting their rights under this Agreement to anyone, in whole or in part, without the prior written consent of the Grantor provided that no licence will act as a release of any of Hydro's obligations set out in this Agreement.

21.6 A delegate appointed by the Grantor may provide Hydro with all commentary, authorizations and approvals required pursuant to this Agreement including without limitation, all commentary, authorizations or approvals required in relation to sketch plans, access to the Area of the Works, and relocations or replacements of any Hydro Works.

21.7 This Agreement may not be amended except by written agreement signed by all parties to this Agreement.

22.0  Interpretation

22.1 In this Agreement:

(a) all attached schedules form an integral part of this Agreement;

(b)  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;

(c) 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.

British Columbia Hydro and Power

Authority by its authorized signatory:

Signature: _____________________________

Name (Printed): ________________________

Title: _________________________________

Grantor, by its authorized signatory:

Signature: _____________________________

Name (Printed): ________________________

Title: _________________________________

SCHEDULE "A"

[Lands transferred to the Grantor in accordance with the Final Agreement)

SCHEDULE "B"

(Sketch Plan of Works, pursuant to Section. 3.2 of the Agreement)

SCHEDULE "C"

(Lands that may be added post treaty, as identified in the Final Agreement)

TRANSMISSION RIGHT OF WAY — TOQUAHT NATION

(BC Hydro)

This Agreement is made as of _____________ , 200 __.

Between:

[Name of First Nation]

___________________________________________

[insert address]

(the "Grantor")

AND:

British Columbia Hydro and Power Authority, a corporation continued under the Hydro and Power Authority Act , R.S.B.C. 1996, c.212

("Hydro")

WHEREAS:

A. The Grantor, Canada and British Columbia have entered into a Final Agreement as hereinafter defined.

B. In accordance with the Final Agreement, the Grantor wishes to provide the grants, as herein provided, to Hydro with respect to the Grantor's Lands as hereinafter defined.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereto covenant and agree as follows:

1.0  Definitions

1.1 In this Agreement:

(a) "Access Improvements" has the meaning ascribed to it in Section 2.1(c)(v)(a);

(b) "Affiliate" will have the meaning ascribed it in the Business Corporations Act, S.B.C. 2002, c. 57, as amended or replaced from time to time;

(c)  "Area of the Works" means the Right of Way Area and those portions of the Lands located within 10 metres on both sides of the Right of Way Area;

(d) "Agreement" means this Agreement and all schedules attached to it;

(e) "Effective Date" means the date upon which the Final Agreement will take effect;

(f) "Environment" means all the components of the earth including, without limitation, all layers of the atmosphere, air, land (including, without limitation, all underground spaces and cavities and all lands submerged under water), soil, water (including, without limitation, surface and underground water), organic and inorganic matter and living organisms, the interacting natural systems that include the foregoing and all other external conditions or influences under which humans, animals and plants live or are developed;

(g) "Excluded Right of Way Areas" means any right of way area or corridor that is not part of the Lands but in whole or in part passes through the Lands or is adjacent to such Lands;

(h) "Final Agreement" means the ___________ Final Agreement among the Grantor, Canada and British Columbia;

(i) "Lands" means the lands and premises which are transferred to the Grantor on or after the Effective Date in accordance with Chapter ___ of the Final Agreement, including those lands which are described in Schedule "A" [and Schedule "C" attached to this Agreement.

Note to draft: reference any post-treaty additions to Treaty Settlement Lands in Schedule "C" if applicable;

(j) "Right of Way Area" means those portions of the Lands shown approximately in heavy black outline on the sketch plan attached to this Agreement as Schedule "B" and as modified under this Agreement from time to time; and

(k) "Works" means all things and components, using any type of technology from time to time, necessary or convenient for the purposes of transmitting electricity, telecommunications or communications by any method or process whatsoever, including poles, towers, antennae (except for monopole free standing antennae), anchors, guy wires, brackets, cross arms, insulators, foundations, overhead and underground conductors, wires, lines, cables and transformers, underground conduits and pipes, access nodes, cabinets, all ancillary appliances and fittings, reasonably required associated protective installations, 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.

1.2 With respect to any obligation on the part of Hydro under this Agreement, any reference to Hydro includes its respective servants, officers, employees, agents, contractors, sub-contractors, invitees, licensees, successors, assigns, and those for whom Hydro is responsible in law.

2.0  Rights Related to Right of Way Area

2.1 The Grantor grants over the Lands to Hydro and its employees, representatives, contractors, agents, licensees, successors and assigns for so long as required the uninterrupted right, liberty and right of way to:

(a) use the Right of Way Area as follows:

(i) excavate for, construct, install, erect, abandon, replace, extend, upgrade, operate, maintain, remove and repair the Works on, over, under, across and through the Right of Way Area; and

(ii) clear the Right of Way Area and keep it cleared (including removal or pruning) of any vegetation, including without limitation trees, at any time located therein; and

(b) use the Area of the Works as follows:

(i) enter, work, pass and repass upon, on, and along the Area of the Works;

(ii) construct, maintain, repair, replace and use trails, helicopter landing pads, roads, lanes, and bridges on the Area of the Works including in addition any portions reasonably required adjacent to the Area of the Works for the sake of continuity, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement;

(iii) clear the Area of the Works and keep it cleared of all or any part of any obstruction, improvement or other matter which, in the reasonable opinion of Hydro might interfere with or endanger the Works, disrupt service to Hydro's customers, or pose a hazard to persons or property in relation to the Works; and

(iv) clear the Area of the Works and keep it cleared (including removal or pruning) of all or any part of any vegetation, including without limitation trees, which do or might, in the reasonable opinion of Hydro interfere with or endanger the Works, disrupt service to Hydro's customers, or pose a hazard to persons or property in relation to the Works;

(c) to enjoy further rights as follows:

(i) Hydro may, cut vegetation, including without limitation trees, outside the Area of the Works, if in the opinion of Hydro such vegetation and/or trees, might interfere with or endanger the Works (whether on or off the Lands) or pose a hazard to persons or property in relation to the Works. Hydro will, except in an emergency, give the Grantor written notice prior to exercising its rights under this Section;

(ii) Hydro may install, maintain and use gates in all fences which are now, or hereafter shall be on the Right of Way Area, and in fences affecting access to the Area of the Works;

(iii) Hydro may ground any structures, installation or things, by whomsoever owned, from time to time situated anywhere on the Right of Way Area or adjacent Lands where, in the reasonable opinion of Hydro, such grounding will eliminate or reduce hazard to persons or property in relation to the Works;

(iv) Hydro may pass and repass over, and maintain, repair, replace and use all trails, helicopter landing pads, roads, lanes, and bridges on the Lands outside the Area of the Works with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement;

(v) where there are no suitable trails, helicopter landing pads, roads, lanes, or bridges under Section 2.1(c)(iv), Hydro may either:

(a) construct, maintain, repair, replace, use, pass and repass over trails, helicopter landing pads, roads, lanes, and bridges on the Lands, (collectively referred to as "Access Improvements"); or

(b) pass and repass over the Lands elsewhere than on trails, helicopter landing pads, roads, lanes, and bridges, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement, subject to approval of the route by the Grantor, such approval not to be unreasonably withheld, conditioned or delayed, provided that in the case of an emergency or reasonably apprehended emergency Hydro does not require the prior approval of the Grantor under this subsection but will report to the Grantor the purpose and extent of the access as soon as practicable;

(vi) to conduct vegetation management upon the Area of the Works, such as the planting of vegetation compatible with the undertakings of Hydro, and the application of pesticides on the Lands; and

(vii) Hydro may enter onto the Lands outside the Area of the Works for the purpose of undertaking works to protect any Works located within the Lands or within the Excluded Right of Way Areas or to protect persons or property that may be at risk from such Works, provided that:

(a) Hydro will before commencing such works deliver to the Grantor for approval a written work plan describing the proposed work on the Lands;

(b) the Grantor will not unreasonably withhold, condition or delay approval of such work plan, and shall take into consideration the effect of the proposed work, the cost of the proposed work compared to the cost of alternate solutions and the extent of the risk of not undertaking the work. If Hydro and the Grantor cannot agree on a work plan requested by Hydro within 30 days of receipt by the Grantor of the proposed work plan, then either party may refer the disagreement to dispute resolution under Section 14 of this Agreement;

(c) Hydro will pay compensation for any damage to the Lands resulting from the work plan;

(d) in the case of an emergency or reasonably apprehended emergency Hydro may, without the approval of the Grantor, undertake works and take such steps on the Lands as are reasonably required to be taken immediately in order to protect the Works, or to protect persons or property that may be at risk from the Works, and in that event Hydro will as soon as reasonably possible notify the Grantor; and

(d) generally, do all such other acts or things as may reasonably be necessary or incidental to the business of Hydro in connection with any of the foregoing;

3.0  Right of Way Area

3.1 The parties acknowledge that they have made reasonable efforts to identify all the existing Works and related Right of Way Area as of the date of this Agreement. However, as there may still be some Works that were missed in the identification process the parties agree that for such Works the Grantor grants to Hydro for so long as required, a right of way over those portions of the Lands upon which such Works are located on the following terms:

(a) for such Works, Hydro holds the same rights, privileges and obligations as apply to Hydro for the use of the Right of Way Area and the Area of the Works under this Agreement, including the right of reasonable access over the Lands for the purpose of gaining access to such Works; and

(b) the Grantor may at any time require Hydro to attach a revised survey plan to this Agreement to include those additional portions of the Lands.

4.0  Non-Exclusive Use

4.1 This Agreement will not entitle Hydro to exclusive possession of the Hydro Right of Way Area or other parts of the Lands and the Grantor reserves the right to grant other dispositions of any Lands affected by this Agreement, so long as the grant does not materially affect or interfere with the exercise of Hydro's rights under this Agreement.

5.0  Protection of the Environment

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

6.0  Covenants of Hydro

6.1 Hydro covenants separately with the Grantor that:

(a) After the construction of the Works or any relocation of the Works in accordance with Section 8.1 on or about the Right of Way Area, Hydro will cause that portion of the Lands used by Hydro for the Works as contemplated in Section 2.1(a) to be surveyed by a British Columbia Land Surveyor and will deliver such survey plan to the Grantor. Upon the delivery of such survey plan to the Grantor, that portion of the Lands so surveyed will be deemed to be the Right of Way Area for purposes of interpreting this Agreement and as modified under this Agreement from time to time. The Grantor authorizes Hydro and the registrar of the relevant land title office to do all things necessary in relation to the filing of the survey plan for the Right of Way Area, including inserting the number assigned by the relevant land title office to such plan;

(b) Hydro shall 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 Works and which Hydro is liable to pay;

(c) Hydro shall keep the portions of the Lands used by Hydro under this Agreement in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation of the Lands by Hydro, and on written notice from the Grantor, to make safe, clean, and sanitary any portion of them that contravene the provisions of this covenant, provided that Hydro has no obligation to keep any portion of the Lands suitable for use by anyone except Hydro;

(d) Hydro shall bury and maintain all underground works as may be required so as not to unduly interfere with the drainage of the Lands;

(e) Hydro shall take all reasonable steps and precautions to minimize disturbance of any archaeological material discovered by Hydro on the Right of Way Area, and to immediately notify the Grantor;

(f) Hydro shall not bury debris or rubbish of any kind on the Lands in excavations or backfill, and to remove shoring and similar temporary structures as backfilling proceeds;

(g) Hydro shall not commit or suffer any wilful or voluntary waste, spoil or destruction on the Right of Way Area, or do or suffer to be done thereon anything that may be or become a nuisance or annoyance to the Grantor, except to the extent required by Hydro acting reasonably, to exercise its rights under this Agreement; and

(h) Hydro shall permit the Grantor to enter upon the Right of Way Area at any time to examine its condition.

7.0  Work Plans

7.1 Except in the case of an emergency or reasonably apprehended emergency, Hydro will provide to the Grantor a written work plan describing the proposed work located on, outside or related to the Right of Way Area prior to undertaking any of the following work under this Agreement:

(a) construction of any new Works;

(b) relocation of any Works; and

(c) construction or relocation of any Access Improvements.

In accordance with this Section, prior to undertaking any work, Hydro will deliver a copy of the work plan to the Grantor for comment by the Grantor. The Grantor will no more than fourteen (14) days after receiving the work plan, provide to Hydro in writing any comments that it may have, and Hydro will use reasonable efforts to accommodate any suggestions or requests presented by the Grantor to Hydro provided they do not result in delays, increased costs or technical difficulties.

8.0  Relocation of Works due to change

8.1 If a material change occurs to the Lands, such as erosion, which for any reason makes the continued use of any portion of the Right of Way Area or the Excluded Right of Way Area unsuitable for any of the Works, then the Grantor will consent to the relocation and replacement of such Works to a new location on the Lands, as follows:

(a) Hydro will before undertaking any work, deliver a work plan to the Grantor indicating the contemplated relocation of the Works for approval by the Grantor, which approval will not be unreasonably withheld, delayed or made subject to any unreasonable conditions;

(b) Hydro will take into account any likely material effect of the relocated Works on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by Hydro for the relocated Works in relation to alternative locations;

(c) the relocated Works will be covered by the terms and conditions of this Agreement; and

(d) if Works are relocated from the Excluded Right of Way Area to the Lands Hydro will pay the Grantor the fair market value of the new Right of Way Area provided the Grantor has not caused any portion of such Excluded Right of Way Area to become unsuitable for any of the Works.

9.0  Relocation of Works at the request of the Grantor

9.1 If the Grantor requires a portion of the Right of Way Area for other purposes, then upon written request by the Grantor, Hydro will relocate any Works in the Right of Way Area to a new location on the Lands, provided that:

(a) the new location is, in the reasonable opinion of Hydro, suitable for use for the relocated Works considering construction, maintenance and operation, and cost factors;

(b) the Grantor gives Hydro reasonable notice to permit proper design, planning and construction of the Works to be relocated;

(c) the Grantor agrees to pay all reasonable costs and expenses, including costs of design, supervision and construction (before any relocation, the Grantor will pay the costs and expenses as estimated by Hydro, with appropriate adjustments based on actuals after the relocation is complete); and

(d) the rights, liberties and rights of way under this Agreement will extend to the relocated Works and associated areas.

10.0  Removal of Works

10.1 If Hydro no longer requires all or a portion of the Right of Way Area, then Hydro shall, in respect of such Right of Way Area:

(a) quit peaceably such Right of Way Area;

(b) remove any Access Improvements no longer required in relation to such Right of Way Area;

(c) remove all above ground Works from such Right of Way Area within a reasonable period of time and any Works remaining on that portion of the Right of Way Area will be absolutely forfeited to and become the property of the Grantor. If the Grantor removes any remaining above ground Works within four (4) years, Hydro will, on demand by the Grantor, reimburse the Grantor for all reasonable costs of removal; and

(d) remain liable for any environmental damage to the Lands arising from any below ground Works that remain on or in such Right of Way Area, except if the Grantor uses or authorizes the use of any of the remaining below ground Works for any purpose then Hydro will not be liable for any environmental damage caused by the Grantor's use, or authorized use; and to the extent necessary, this covenant will survive the termination of this Agreement.

11.0  Covenants of the Grantor

11.1 The Grantor covenants with Hydro that:

(a) Hydro shall and may peaceably enjoy and hold its rights under this Agreement without interruption, disturbance, molestation or hindrance whatsoever from the Grantor or any other person lawfully claiming from or under the Grantor, provided however that nothing in this Section 11.1(a) shall limit the Grantor's right of inspection pursuant to Section 6.1(h);

(b) the Grantor will not permit or make, place, erect, operate, use or maintain any building, structure, foundation, pavement, excavation, well, fill, pile of material, obstruction, equipment, thing or inflammable substance, or plant any vegetation upon the Area of the Works, if any such action or thing, in the reasonable opinion of Hydro:

(i) may interfere with or endanger the Works or any part thereof or the installation, operation, maintenance, removal or replacement of the Works or any part thereof;

(ii) may obstruct access to the Works or any part thereof by those authorized by Hydro; or

(iii) may by its operation, use, maintenance or existence on the Area of the Works, create or increase any hazard to persons or property in relation to the Works;

(c) the Grantor will not diminish or increase the ground elevation in the Right of Way Area by any method, including piling any material or creating any excavation, drain, or ditch in the Right of Way Area, unless permission in writing from Hydro has first been received, which permission will not be unreasonably withheld, conditioned or delayed;

(d) the Grantor will not carry out blasting or aerial logging operations on or adjacent to the Area of the Works without prior written permission from Hydro, which permission will not be unreasonably withheld, conditioned or delayed;

(e) the Grantor will not use or authorize the use of the portions of the Right of Way Area for the regular, or organized parking of vehicles without the prior written permission from Hydro, which permission will not be unreasonably withheld, conditioned or delayed, provided that nothing in this subsection is intended to prevent safe temporary parking of vehicles;

(f) the Grantor will not park, or authorize to be parked on the Right of Way Area any vehicle or equipment if the parking of such vehicle does not comply with the requirements of the Canadian Standards Association's Canadian Electrical Code, as may be amended from time to time; and

(g) the Grantor will not use, or authorize the use of the Right of Way Area for fuelling any vehicle or equipment.

12.0  Compensation for Damages

12.1 Subject to the rights granted in this Agreement, Hydro covenants with the Grantor that if Hydro or its contractors, damage any structures, buildings, fixtures, improvements, or chattels outside of the Area of the Works, or damage any crops, merchantable timber, livestock, drains, ditches, culverts, fences, trails, bridges, or roads on the Lands, and such damage is not caused as a result of the Grantor's breach of the terms of this Agreement or the negligence or willful act of the Grantor or its contractors, agents or permittees, that Hydro will:

(a) compensate the Grantor for such damages, to the extent caused by Hydro; or

(b) within a reasonable period of time, repair in a good and workman-like manner any damaged structure, building or improvement, as closely as is practicable to its condition immediately prior to the damage.

12.2 Compensation paid to the Grantor for merchantable timber pursuant to Section.12.1 will be in accordance with generally accepted principles of timber valuation and the parties agree that on payment, title to any timber cut on the Lands under this Agreement will vest in Hydro.

13.0  Indemnity

13.1 Hydro will save harmless and indemnify the Grantor from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Grantor by reason of or arising out of:

(a) any breach, violation or non-performance by Hydro of any of Hydro's covenants, conditions or obligations under this Agreement; and

(b) any act or omission on the part of Hydro in respect of or in relation to its Works including the construction, maintenance, operation or decommissioning of its Works, but only to the extent any such matter is found to be the responsibility of Hydro and was not contributed to by the negligence, or breach, violation or non-performance, by the Grantor or by those for whom the Grantor is responsible at law, and not for any matters based on nuisance or the rule in Rylands v. Fletcher unless Hydro was negligent.

14.0  Dispute Resolution

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

(a) the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

(b) 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;

(c) if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this Section 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.

15.0  Runs With the Land

15.1 This Agreement runs with and binds the Lands to the extent necessary to give full force and effect to this Agreement.

16.0  Notice

16.1 Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Grantor:

[Name of First Nation]

[address, etc.]

To Hydro:

Manager, Properties

B.C. Hydro

8th Floor — 333 Dunsmuir Street

Vancouver, British Columbia

V6B 5R3

Fax: (604) 623-3951

(a) If any question arises as to the date on which such notice was communicated to any party, it will be deemed to have been given on the earlier of:

(i) if it was delivered personally or by courier, on the next business day;

(ii) if it was sent by fax, on the next business day; or

(iii) if it was sent by mail, on the sixth day after the notice was mailed.

In the event of postal disruption or an anticipated postal disruption, notices may not be given by mail.

(b) A change of address by any party may be given to the others in accordance with this provision.

17.0  General

17.1 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.

17.2 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.

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

17.4 Each party to this Agreement may register this Agreement in any land registry system established or used by the Grantor for lands within its jurisdiction. At the request of any party to this Agreement, both parties will cooperate in executing any documents or plans required to accomplish the registration of this Agreement and to preserve the substance and priority of this Agreement in relation to those portions of the Lands affected by this Agreement.

17.5 Hydro may grant licences respecting its rights under this Agreement to anyone, in whole or in part, without the prior written consent of the Grantor provided that no licence will act as a release of any of Hydro's obligations set out in this Agreement.

17.6 The parties acknowledge that, pursuant to agreements designated under the Transmission Corporation Act, British Columbia Transmission Corporation ("BCTC") is responsible for management and maintenance of Hydro's transmission system, and accordingly BCTC may exercise discretion conferred upon Hydro and discharge obligations assumed by Hydro under this Agreement.

17.7 A delegate appointed by the Grantor may provide Hydro with all commentary, authorizations and approvals required pursuant to this Agreement including without limitation, all commentary, authorizations or approvals required in relation to work plans, approval of access routes, and relocations or replacements of any Works.

18.0  Interpretation

18.1 In this Agreement:

(a) all attached schedules form an integral part of this Agreement;

(b)  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;

(c) a reference to "party" or "parties" in this Agreement is a reference to Grantor or Hydro, or both, as the context requires; and

(d) 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.

British Columbia Hydro and Power

Authority by its authorized signatory:

Signature: ________________________________

Name (Printed): ___________________________

Title: ___________________________________

Grantor, by its authorized signatory:

Signature: ________________________________

Name (Printed): ___________________________

Title: ___________________________________

SCHEDULE "A"

(Lands transferred to the Grantor in accordance with the Final Agreement)

SCHEDULE "B"

(Sketch Plan of approximate Right of Way Area)

SCHEDULE "C"

(Lands that may be added post treaty, as identified in the Final Agreement)

Appendix E-10, Part 3: Maa‑nulth First Nation Lands of Toquaht Nation — Potential Transmission Right of Way, Plan 2

Link to Large Map

 

TRANSMISSION RIGHT OF WAY — UCLUELET FIRST NATION

(BC Hydro)

This Agreement is made as of _____________, 200 _

Between:

[Name of First Nation]

[insert address]

(the "Grantor")

And:

British Columbia Hydro and Power Authority, a corporation continued under the Hydro and Power Authority Act, R.S.B.C. 1996, c.212

("Hydro")

WHEREAS:

A. The Grantor, Canada and British Columbia have entered into a Final Agreement as hereinafter defined.

B. In accordance with the Final Agreement, the Grantor wishes to provide the grants, as herein provided, to Hydro with respect to the Grantor's Lands as hereinafter defined.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties hereto covenant and agree as follows:

1.0  Definitions

1.1 In this Agreement:

(a) "Access Improvements" has the meaning ascribed to it in Section 2.1(c)(v)(a);

(b) "Affiliate" will have the meaning ascribed it in the Business Corporations Act, S.B.C. 2002, c. 57, as amended or replaced from time to time;

(c)  "Area of the Works" means the Right of Way Area and those portions of the Lands located within 10 metres on both sides of the Right of Way Area;

(d) "Agreement" means this Agreement and all schedules attached to it;

(e) "Effective Date" means the date upon which the Final Agreement will take effect;

(f) "Environment" means all the components of the earth including, without limitation, all layers of the atmosphere, air, land (including, without limitation, all underground spaces and cavities and all lands submerged under water), soil, water (including, without limitation, surface and underground water), organic and inorganic matter and living organisms, the interacting natural systems that include the foregoing and all other external conditions or influences under which humans, animals and plants live or are developed;

(g) "Excluded Right of Way Areas" means any right of way area or corridor that is not part of the Lands but in whole or in part passes through the Lands or is adjacent to such Lands;

(h) "Final Agreement" means the ___________ Final Agreement among the Grantor, Canada and British Columbia;

(i) "Lands" means the lands and premises which are transferred to the Grantor on or after the Effective Date in accordance with Chapter ___ of the Final Agreement, including those lands which are described in Schedule "A" [and Schedule "C" attached to this Agreement.

Note to draft: reference any post-treaty additions to Treaty Settlement Lands in Schedule "C" if applicable;

(j) "Right of Way Area" means those portions of the Lands shown approximately in heavy black outline on the sketch plan attached to this Agreement as Schedule "B" and as modified under this Agreement from time to time; and

(k) "Works" means all things and components, using any type of technology from time to time, necessary or convenient for the purposes of transmitting electricity, telecommunications or communications by any method or process whatsoever, including poles, towers, antennae (except for monopole free standing antennae), anchors, guy wires, brackets, cross arms, insulators, foundations, overhead and underground conductors, wires, lines, cables and transformers, underground conduits and pipes, access nodes, cabinets, all ancillary appliances and fittings, reasonably required associated protective installations, 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.

1.2 With respect to any obligation on the part of Hydro under this Agreement, any reference to Hydro includes its respective servants, officers, employees, agents, contractors, sub-contractors, invitees, licensees, successors, assigns, and those for whom Hydro is responsible in law.

2.0  Rights Related to Right of Way Area

2.1 The Grantor grants over the Lands to Hydro and its employees, representatives, contractors, agents, licensees, successors and assigns for so long as required the uninterrupted right, liberty and right of way to:

(a) use the Right of Way Area as follows:

(i) excavate for, construct, install, erect, abandon, replace, extend, upgrade, operate, maintain, remove and repair the Works on, over, under, across and through the Right of Way Area; and

(ii) clear the Right of Way Area and keep it cleared (including removal or pruning) of any vegetation, including without limitation trees, at any time located therein; and

(b) use the Area of the Works as follows:

(i) enter, work, pass and repass upon, on, and along the Area of the Works;

(ii) construct, maintain, repair, replace and use trails, helicopter landing pads, roads, lanes, and bridges on the Area of the Works including in addition any portions reasonably required adjacent to the Area of the Works for the sake of continuity, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement;

(iii) clear the Area of the Works and keep it cleared of all or any part of any obstruction, improvement or other matter which, in the reasonable opinion of Hydro might interfere with or endanger the Works, disrupt service to Hydro's customers, or pose a hazard to persons or property in relation to the Works; and

(iv) clear the Area of the Works and keep it cleared (including removal or pruning) of all or any part of any vegetation, including without limitation trees, which do or might, in the reasonable opinion of Hydro interfere with or endanger the Works, disrupt service to Hydro's customers, or pose a hazard to persons or property in relation to the Works;

(c) to enjoy further rights as follows:

(i) Hydro may, cut vegetation, including without limitation trees, outside the Area of the Works, if in the opinion of Hydro such vegetation and/or trees, might interfere with or endanger the Works (whether on or off the Lands) or pose a hazard to persons or property in relation to the Works. Hydro will, except in an emergency, give the Grantor written notice prior to exercising its rights under this Section;

(ii) Hydro may install, maintain and use gates in all fences which are now, or hereafter shall be on the Right of Way Area, and in fences affecting access to the Area of the Works;

(iii) Hydro may ground any structures, installation or things, by whomsoever owned, from time to time situated anywhere on the Right of Way Area or adjacent Lands where, in the reasonable opinion of Hydro, such grounding will eliminate or reduce hazard to persons or property in relation to the Works;

(iv) Hydro may pass and repass over, and maintain, repair, replace and use all trails, helicopter landing pads, roads, lanes, and bridges on the Lands outside the Area of the Works with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement;

(v) where there are no suitable trails, helicopter landing pads, roads, lanes, or bridges under Section 2.1(c)(iv), Hydro may either:

(a) construct, maintain, repair, replace, use, pass and repass over trails, helicopter landing pads, roads, lanes, and bridges on the Lands, (collectively referred to as "Access Improvements"); or

(b) pass and repass over the Lands elsewhere than on trails, helicopter landing pads, roads, lanes, and bridges, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement, subject to approval of the route by the Grantor, such approval not to be unreasonably withheld, conditioned or delayed, provided that in the case of an emergency or reasonably apprehended emergency Hydro does not require the prior approval of the Grantor under this subsection but will report to the Grantor the purpose and extent of the access as soon as practicable;

(vi) to conduct vegetation management upon the Area of the Works, such as the planting of vegetation compatible with the undertakings of Hydro, and the application of pesticides on the Lands; and

(vii) Hydro may enter onto the Lands outside the Area of the Works for the purpose of undertaking works to protect any Works located within the Lands or within the Excluded Right of Way Areas or to protect persons or property that may be at risk from such Works, provided that:

(a) Hydro will before commencing such works deliver to the Grantor for approval a written work plan describing the proposed work on the Lands;

(b) the Grantor will not unreasonably withhold, condition or delay approval of such work plan, and shall take into consideration the effect of the proposed work, the cost of the proposed work compared to the cost of alternate solutions and the extent of the risk of not undertaking the work. If Hydro and the Grantor cannot agree on a work plan requested by Hydro within 30 days of receipt by the Grantor of the proposed work plan, then either party may refer the disagreement to dispute resolution under Section 14 of this Agreement;

(c) Hydro will pay compensation for any damage to the Lands resulting from the work plan;

(d) in the case of an emergency or reasonably apprehended emergency Hydro may, without the approval of the Grantor, undertake works and take such steps on the Lands as are reasonably required to be taken immediately in order to protect the Works, or to protect persons or property that may be at risk from the Works, and in that event Hydro will as soon as reasonably possible notify the Grantor; and

(d) generally, do all such other acts or things as may reasonably be necessary or incidental to the business of Hydro in connection with any of the foregoing;

3.0  Right of Way Area

3.1 The parties acknowledge that they have made reasonable efforts to identify all the existing Works and related Right of Way Area as of the date of this Agreement. However, as there may still be some Works that were missed in the identification process the parties agree that for such Works the Grantor grants to Hydro for so long as required, a right of way over those portions of the Lands upon which such Works are located on the following terms:

(a) for such Works, Hydro holds the same rights, privileges and obligations as apply to Hydro for the use of the Right of Way Area and the Area of the Works under this Agreement, including the right of reasonable access over the Lands for the purpose of gaining access to such Works; and

(b) the Grantor may at any time require Hydro to attach a revised survey plan to this Agreement to include those additional portions of the Lands.

4.0  Non-Exclusive Use

4.1 This Agreement will not entitle Hydro to exclusive possession of the Hydro Right of Way Area or other parts of the Lands and the Grantor reserves the right to grant other dispositions of any Lands affected by this Agreement, so long as the grant does not materially affect or interfere with the exercise of Hydro's rights under this Agreement.

5.0  Protection of the Environment

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

6.0  Covenants of Hydro

6.1 Hydro covenants separately with the Grantor that:

(a) After the construction of the Works or any relocation of the Works in accordance with Section 8.1 on or about the Right of Way Area, Hydro will cause that portion of the Lands used by Hydro for the Works as contemplated in Section 2.1(a) to be surveyed by a British Columbia Land Surveyor and will deliver such survey plan to the Grantor. Upon the delivery of such survey plan to the Grantor, that portion of the Lands so surveyed will be deemed to be the Right of Way Area for purposes of interpreting this Agreement and as modified under this Agreement from time to time. The Grantor authorizes Hydro and the registrar of the relevant land title office to do all things necessary in relation to the filing of the survey plan for the Right of Way Area, including inserting the number assigned by the relevant land title office to such plan;

(b) Hydro shall 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 Works and which Hydro is liable to pay;

(c) Hydro shall keep the portions of the Lands used by Hydro under this Agreement in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation of the Lands by Hydro, and on written notice from the Grantor, to make safe, clean, and sanitary any portion of them that contravene the provisions of this covenant, provided that Hydro has no obligation to keep any portion of the Lands suitable for use by anyone except Hydro;

(d) Hydro shall bury and maintain all underground works as may be required so as not to unduly interfere with the drainage of the Lands;

(e) Hydro shall take all reasonable steps and precautions to minimize disturbance of any archaeological material discovered by Hydro on the Right of Way Area, and to immediately notify the Grantor;

(f) Hydro shall not bury debris or rubbish of any kind on the Lands in excavations or backfill, and to remove shoring and similar temporary structures as backfilling proceeds;

(g) Hydro shall not commit or suffer any wilful or voluntary waste, spoil or destruction on the Right of Way Area, or do or suffer to be done thereon anything that may be or become a nuisance or annoyance to the Grantor, except to the extent required by Hydro acting reasonably, to exercise its rights under this Agreement; and

(h) Hydro shall permit the Grantor to enter upon the Right of Way Area at any time to examine its condition.

7.0  Work Plans

7.1 Except in the case of an emergency or reasonably apprehended emergency, Hydro will provide to the Grantor a written work plan describing the proposed work located on, outside or related to the Right of Way Area prior to undertaking any of the following work under this Agreement:

(a) construction of any new Works;

(b) relocation of any Works; and

(c) construction or relocation of any Access Improvements.

In accordance with this Section, prior to undertaking any work, Hydro will deliver a copy of the work plan to the Grantor for comment by the Grantor. The Grantor will no more than fourteen (14) days after receiving the work plan, provide to Hydro in writing any comments that it may have, and Hydro will use reasonable efforts to accommodate any suggestions or requests presented by the Grantor to Hydro provided they do not result in delays, increased costs or technical difficulties.

8.0  Relocation of Works due to change

8.1 If a material change occurs to the Lands, such as erosion, which for any reason makes the continued use of any portion of the Right of Way Area or the Excluded Right of Way Area unsuitable for any of the Works, then the Grantor will consent to the relocation and replacement of such Works to a new location on the Lands, as follows:

(a) Hydro will before undertaking any work, deliver a work plan to the Grantor indicating the contemplated relocation of the Works for approval by the Grantor, which approval will not be unreasonably withheld, delayed or made subject to any unreasonable conditions;

(b) Hydro will take into account any likely material effect of the relocated Works on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by Hydro for the relocated Works in relation to alternative locations;

(c) the relocated Works will be covered by the terms and conditions of this Agreement; and

(d) if Works are relocated from the Excluded Right of Way Area to the Lands Hydro will pay the Grantor the fair market value of the new Right of Way Area provided the Grantor has not caused any portion of such Excluded Right of Way Area to become unsuitable for any of the Works.

9.0  Relocation of Works at the request of the Grantor

9.1 If the Grantor requires a portion of the Right of Way Area for other purposes, then upon written request by the Grantor, Hydro will relocate any Works in the Right of Way Area to a new location on the Lands, provided that:

(a) the new location is, in the reasonable opinion of Hydro, suitable for use for the relocated Works considering construction, maintenance and operation, and cost factors;

(b) the Grantor gives Hydro reasonable notice to permit proper design, planning and construction of the Works to be relocated;

(c) the Grantor agrees to pay all reasonable costs and expenses, including costs of design, supervision and construction (before any relocation, the Grantor will pay the costs and expenses as estimated by Hydro, with appropriate adjustments based on actuals after the relocation is complete); and

(d) the rights, liberties and rights of way under this Agreement will extend to the relocated Works and associated areas.

10.0  Removal of Works

10.1 If Hydro no longer requires all or a portion of the Right of Way Area, then Hydro shall, in respect of such Right of Way Area:

(a) quit peaceably such Right of Way Area;

(b) remove any Access Improvements no longer required in relation to such Right of Way Area;

(c) remove all above ground Works from such Right of Way Area within a reasonable period of time and any Works remaining on that portion of the Right of Way Area will be absolutely forfeited to and become the property of the Grantor. If the Grantor removes any remaining above ground Works within four (4) years, Hydro will, on demand by the Grantor, reimburse the Grantor for all reasonable costs of removal; and

(d) remain liable for any environmental damage to the Lands arising from any below ground Works that remain on or in such Right of Way Area, except if the Grantor uses or authorizes the use of any of the remaining below ground Works for any purpose then Hydro will not be liable for any environmental damage caused by the Grantor's use, or authorized use; and to the extent necessary, this covenant will survive the termination of this Agreement.

11.0  Covenants of the Grantor

11.1 The Grantor covenants with Hydro that:

(a) Hydro shall and may peaceably enjoy and hold its rights under this Agreement without interruption, disturbance, molestation or hindrance whatsoever from the Grantor or any other person lawfully claiming from or under the Grantor, provided however that nothing in this Section 11.1(a) shall limit the Grantor's right of inspection pursuant to Section 6.1(h);

(b)  the Grantor will not permit or make, place, erect, operate, use or maintain any building, structure, foundation, pavement, excavation, well, fill, pile of material, obstruction, equipment, thing or inflammable substance, or plant any vegetation upon the Area of the Works, if any such action or thing, in the reasonable opinion of Hydro:

(i) may interfere with or endanger the Works or any part thereof or the installation, operation, maintenance, removal or replacement of the Works or any part thereof;

(ii) may obstruct access to the Works or any part thereof by those authorized by Hydro; or

(iii) may by its operation, use, maintenance or existence on the Area of the Works, create or increase any hazard to persons or property in relation to the Works;

(c) the Grantor will not diminish or increase the ground elevation in the Right of Way Area by any method, including piling any material or creating any excavation, drain, or ditch in the Right of Way Area, unless permission in writing from Hydro has first been received, which permission will not be unreasonably withheld, conditioned or delayed;

(d) the Grantor will not carry out blasting or aerial logging operations on or adjacent to the Area of the Works without prior written permission from Hydro, which permission will not be unreasonably withheld, conditioned or delayed;

(e) the Grantor will not use or authorize the use of the portions of the Right of Way Area for the regular, or organized parking of vehicles without the prior written permission from Hydro, which permission will not be unreasonably withheld, conditioned or delayed, provided that nothing in this subsection is intended to prevent safe temporary parking of vehicles;

(f) the Grantor will not park, or authorize to be parked on the Right of Way Area any vehicle or equipment if the parking of such vehicle does not comply with the requirements of the Canadian Standards Association's Canadian Electrical Code, as may be amended from time to time; and

(g) the Grantor will not use, or authorize the use of the Right of Way Area for fuelling any vehicle or equipment.

12.0  Compensation for Damages

12.1 Subject to the rights granted in this Agreement, Hydro covenants with the Grantor that if Hydro or its contractors, damage any structures, buildings, fixtures, improvements, or chattels outside of the Area of the Works, or damage any crops, merchantable timber, livestock, drains, ditches, culverts, fences, trails, bridges, or roads on the Lands, and such damage is not caused as a result of the Grantor's breach of the terms of this Agreement or the negligence or willful act of the Grantor or its contractors, agents or permittees, that Hydro will:

(a) compensate the Grantor for such damages, to the extent caused by Hydro; or

(b) within a reasonable period of time, repair in a good and workman-like manner any damaged structure, building or improvement, as closely as is practicable to its condition immediately prior to the damage.

12.2 Compensation paid to the Grantor for merchantable timber pursuant to Section.12.1 will be in accordance with generally accepted principles of timber valuation and the parties agree that on payment, title to any timber cut on the Lands under this Agreement will vest in Hydro.

13.0  Indemnity

13.1 Hydro will save harmless and indemnify the Grantor from and against all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Grantor by reason of or arising out of:

(a) any breach, violation or non-performance by Hydro of any of Hydro's covenants, conditions or obligations under this Agreement; and

(b) any act or omission on the part of Hydro in respect of or in relation to its Works including the construction, maintenance, operation or decommissioning of its Works, but only to the extent any such matter is found to be the responsibility of Hydro and was not contributed to by the negligence, or breach, violation or non-performance, by the Grantor or by those for whom the Grantor is responsible at law, and not for any matters based on nuisance or the rule in Rylands v. Fletcher unless Hydro was negligent.

14.0  Dispute Resolution

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

(a) the parties will attempt to resolve disputes by negotiations, including timely disclosure of all relevant facts, information and documents;

(b) 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;

(c) if the dispute is not resolved within 30 days of the notice to mediate under subsection (b) then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution. If the parties do not agree to arbitration, then any party may refer the matter to a court of competent jurisdiction; except that it is not incompatible with this Section 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.

15.0  Runs With the Land

15.1 This Agreement runs with and binds the Lands to the extent necessary to give full force and effect to this Agreement.

16.0  Notice

16.1 Whenever it is required or permitted that notice or demand be given by any party to the other, the same will be in writing and will be forwarded to the following addresses:

To the Grantor:

[Name of First Nation]

address, etc.]

To Hydro:

Manager, Properties

B.C. Hydro

8th Floor — 333 Dunsmuir Street

Vancouver, British Columbia

V6B 5R3

Fax: (604) 623-3951

(a) If any question arises as to the date on which such notice was communicated to any party, it will be deemed to have been given on the earlier of:

(i) if it was delivered personally or by courier, on the next business day;

(ii) if it was sent by fax, on the next business day; or

(iii) if it was sent by mail, on the sixth day after the notice was mailed.

In the event of postal disruption or an anticipated postal disruption, notices may not be given by mail.

(b) A change of address by any party may be given to the others in accordance with this provision.

17.0  General

17.1 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.

17.2 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.

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

17.4 Each party to this Agreement may register this Agreement in any land registry system established or used by the Grantor for lands within its jurisdiction. At the request of any party to this Agreement, both parties will cooperate in executing any documents or plans required to accomplish the registration of this Agreement and to preserve the substance and priority of this Agreement in relation to those portions of the Lands affected by this Agreement.

17.5 Hydro may grant licences respecting its rights under this Agreement to anyone, in whole or in part, without the prior written consent of the Grantor provided that no licence will act as a release of any of Hydro's obligations set out in this Agreement.

17.6 The parties acknowledge that, pursuant to agreements designated under the Transmission Corporation Act, British Columbia Transmission Corporation ("BCTC") is responsible for management and maintenance of Hydro's transmission system, and accordingly BCTC may exercise discretion conferred upon Hydro and discharge obligations assumed by Hydro under this Agreement.

17.7 A delegate appointed by the Grantor may provide Hydro with all commentary, authorizations and approvals required pursuant to this Agreement including without limitation, all commentary, authorizations or approvals required in relation to work plans, approval of access routes, and relocations or replacements of any Works.

18.0  Interpretation

18.1 In this Agreement:

(a) all attached schedules form an integral part of this Agreement;

(b) 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;

(c) a reference to "party" or "parties" in this Agreement is a reference to Grantor or Hydro, or both, as the context requires; and

(d) 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.

British Columbia Hydro and Power Authority by its authorized signatory:

Signature: ________________________________

Name (Printed): ___________________________

Title: ____________________________________

Grantor, by its authorized signatory:

Signature: _______________________________

Name (Printed): __________________________

Title: ___________________________________

SCHEDULE "A"

(Lands transferred to the Grantor in accordance with the Final Agreement)

SCHEDULE "B"

(Sketch Plan of approximate Right of Way Area)

Appendix E-10, Part 3: Maa‑nulth First Nation Lands of Ucluelet First Nation — Potential Transmission Right of Way, Plan 3

Link to Large Map

SCHEDULE "C"

(Lands that may be added post treaty, as identified in the Final Agreement)

Appendix E-11 To E-15

Interests To Continue Under

Existing Terms And Conditions

Appendix E-11

Interests To Continue Under Existing Terms

And Conditions On Maa‑nulth First Nation

Lands Of Huu‑ay‑aht First Nations

Part 1 — Traplines

General Location Trapline Registration No.
Appendix B-1, Part 2(a), Plan 1 0103T415
Appendix B-1, Part 2(a), Plan 1 0103T423
Appendix B-1, Part 2(a), Plans 4 and 6 0103T424
Appendix B-1, Part 2(a), Plans 3, 4 and 5 0103T414
Appendix B-1, Part 2(a), Plans 8, 9 and 12 0103T420
Appendix B-1, Part 2(a), Plan 9 0103T421
Appendix B-1, Part 2(a), Plans 9, 12 and 13 0103T419
Appendix B-1, Part 2(a), Plans 10, 11 and 13 0103T401

Part 2 — Guide Outfitter Certificate

General Location Certificate No.
Appendix B-1, Part 2(a), Plans 1 - 13 100764

Part 3 — Water Rights

General Location Tenure Type Licence/Permit No.
Appendix B-1, Part 2(a), Plan 4 Conditional Water Licence 55723
Appendix B-1, Part 2(a), Plan 4 and 6 Permit to Occupy Crown Land 12867
Appendix B-1, Part 2(a), Plan 6 Conditional Water Licence 35822
Appendix B-1, Part 2(a), Plan 6 Permit to Occupy Crown Land 7607
Appendix B-1, Part 2(a), Plan 6 Conditional Water Licence 55521
Appendix B-1, Part 2(a), Plan 6 Permit to Occupy Crown Land 12812
Appendix B-1, Part 2(a), Plan 5 Conditional Water Licence 117847
Appendix B-1, Part 2(a), Plan 3 and 5 Permit to Occupy Crown Land 11925
Appendix B-1, Part 2(a), Plan 5 Conditional Water Licence 116600
Appendix B-1, Part 2(a), Plan 3 and 5 Permit to Occupy Crown Land 24132

Appendix E-12

Interests To Continue Under Existing Terms

And Conditions On Maa‑nulth First Nation Lands

Of Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations

Part 1 —Traplines

General Location Trapline Registration No.
Appendix B-2, Part 2(a), Plan 2 0112T610
Appendix B-2, Part 2(a), Plans 2, and 6 0112T611
Appendix B-2, Part 2(a), Plan 4 0112T613
Appendix B-2, Part 2(a), Plan 9 0112T614
Appendix B-2, Part 2(a), Plan 16 0112T620
Appendix B-2, Part 2(a), Plan 17 0112T645
Appendix B-2, Part 2(a), Plans 20, 21 and 22 0112T617
Appendix B-2, Part 2(a), Plan 20 0112T616
Appendix B-2, Part 2(a), Plans 23, 24 and 25 0112T618
Appendix B-2, Part 2(a), Plans 21, 22 and 23 0112T601
Appendix B-2, Part 2(a), Plan 1 0112T609

Part 2 — Guide Outfitter Certificate

General Location Certificate No.
Appendix B-2, Part 2(a), Plans 1-25 100672

Part 3 — Water Rights

General Location Tenure Type Licence/Permit No.
Appendix B-2, Part 2(a), Plan 14 Conditional Water Licence 61431
Appendix B-2, Part 2(a), Plan 14 and 15 Permit to Occupy Crown Land 14745
Appendix B-2, Part 2(a), Plan 15 Conditional Water Licence 63979
Appendix B-2, Part 2(a), Plan 15 Permit to Occupy Crown Land 14752
Appendix B-2, Part 2(a), Plan 15 Conditional Water Licence 102255
Appendix B-2, Part 2(a), Plan 15 Permit to Occupy Crown Land 20899
Appendix B-2, Part 2(a), Plan 15 Conditional Water Licence 50685
Appendix B-2, Part 2(a), Plan 15 Permit to Occupy Crown Land 11584
Appendix B-2, Part 2(a), Plan 15 Conditional Water Licence 50686
Appendix B-2, Part 2(a), Plan 15 Permit to Occupy Crown Land 11585
Appendix B-2, Part 2(a), Plan 15 Conditional Water Licence 109577
Appendix B-2, Part 2(a), Plan 15 Permit to Occupy Crown Land 22152
Appendix B-2, Part 2(a), Plan 22 Conditional Water Licence 119463

Part 4 — Subsurface Tenures

General Location Mineral Tenure Tenure No. Interest Holder
Appendix B-2, Part 2(a), Plan 12 Four Post Mineral Claim 391428 Johan Thom Shearer
Appendix B-2, Part 2(a), Plan 12 Mineral Cell Title Submission 506979 Johan Thom Shearer

Part 5 — Park Use Permits

General Location Park Permit No.
Appendix B-2, Part 2(a), Plans 1, 2 and 6 Brooks Peninsula Provincial Park VC0510010
Appendix B-2, Part 2(a), Plans 1, 2, and 6 Brooks Peninsula Provincial Park ST9910198
Appendix B-2, Part 2(a), Plans 1, 2, 4, and 6 Brooks Peninsula Provincial Park/Big Bunsby Marine Park VI0510228
Appendix B-2, Part 2(a), Plans 1, 2 6, and 19 Brooks Peninsula Provincial Park/Tahsish-Kwois Provincial Park ST9710109
Appendix B-2, Part 2(a), Plans 1, 2 6, and 19 Brooks Peninsula Provincial Park/Tahsish-Kwois Provincial Park ST9910228
Appendix B-2, Part 2(a), Plan 4 Big Bunsby Marine Park ST9810176
Appendix B-2, Part 2(a), Plan 19 Tahsish-Kwois Provincial Park VI0510169
Appendix B-2, Part 2(a), Plan 19 Tahsish-Kwois Provincial Park VI0210047

Appendix E-13

Interests To Continue Under Existing Terms

And Conditions On Maa‑nulth First Nation

Lands Of Toquaht Nation

Part 1 — Traplines

General Location Trapline Registration No.
Appendix B-3, Part 2(a), Plan 1 0108T435
Appendix B-3, Part 2(a), Plans 1 and 9 0108T487
Appendix B-3, Part 2(a), Plans 2, 3, 4 and 7 0108T475
Appendix B-3, Part 2(a), Plan 3 0108T403
Appendix B-3, Part 2(a), Plan 6 0108T400
Appendix B-3, Part 2(a), Plans 4 and 8 0108T477
Appendix B-3, Part 2(a), Plans 8 and 9 0108T497

Part 2 — Guide Outfitter Certificate

General Location Certificate No.
Appendix B-5, Part 2(a), Plans 1 - 11 100671

Part 3 — Subsurface Tenures

General Location Mineral Tenure Tenure No. Interest Holder
Appendix B-3, Part 2(a), Plan 2 Four Post Mineral Claim 404313 Logan Resources Ltd. (Inc. No. BC0177147)
Appendix B-3, Part 2(a), Plan 2 Four Post Mineral Claim 409841 Logan Resources Ltd. (Inc. No. BC0177147)
Appendix B-3, Part 2(a), Plans 4 and 7 Four Post Mineral Claim 409845 Logan Resources Ltd. (Inc. No. BC0177147)

Part 4 — Continuing Interests Registered in the Land Title Office

General Location Legal Description Land Title Parcel Identifier (PID) Interest Land Title Office Registration No. Interest Holder
Appendix B-3, Part 2(a), Plan 2 Section 87, Alberni District, (situated in Clayoquot District) except part in plan 15460 008‑421‑366 Statutory Right of Way EV070721 EX60259 Island Timberlands GP Ltd. (Inc. No. BC0714328)
Appendix B-3, Part 2(a), Plan 2 Section 87, Alberni District, (situated in Canada Clayoquot District) except part in plan 15460 008‑421‑366 Mortgage and Assignment of Rents EX112026 EX112027 BNY Trust Company of (Inc. No. A0055985)

Appendix E-14

Interests To Continue Under Existing

Terms And Conditions On Maa‑nulth

First Nation Lands Of Uchucklesaht Tribe

Part 1 — Traplines

General Location Trapline Registration No.
Appendix B-4, Part 2(a), Plan 1 0107T419
Appendix B-4, Part 2(a), Plans 1, 2, 4, 5, 6 and 7 0107T418
Appendix B-4, Part 2(a), Plans 3, 8 and 9 0108T400
Appendix B-4, Part 2(a), Plans 3 - 9 0107T417
Appendix B-4, Part 2(a), Plan 9 0107T435

Part 2 — Guide Outfitter Certificate

General Location Certificate No.
Appendix B-4, Part 2(a), Plans 1 - 9 100671

Part 3 — Water Rights

General Location Tenure Type Licence/Permit No.
Appendix B-4, Part 2(a), Plan 7 Conditional Water Licence 107581
Appendix B-4, Part 2(a), Plan 7 Permit to Occupy Crown Land 21001
Appendix B-4, Part 2(a), Plan 7 Conditional Water Licence 107583
Appendix B-4, Part 2(a), Plan 7 Permit to Occupy Crown Land 21002
Appendix B-4, Part 2(a), Plan 7 Conditional Water Licence 45290
Appendix B-4, Part 2(a), Plan 7 Permit to Occupy Crown Land 10263
Appendix B-4, Part 2(a), Plan 8 Conditional Water Licence 119501
Appendix B-4, Part 2(a), Plan 8 Permit to Occupy Crown Land 25680
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 117824
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 25678
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114933
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23258
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114934
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23259
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114935
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23260
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114936
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23261
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114937
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23262
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114938
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23263
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114939
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23264
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114940
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23265
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114941
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23266
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 114942
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23267
Appendix B-4, Part 2(a), Plan 9 Conditional Water Licence 105763
Appendix B-4, Part 2(a), Plan 9 Permit to Occupy Crown Land 23268

Appendix E-15

Interests To Continue Under Existing

Terms And Conditions On Maa‑nulth

First Nation Lands Of Ucluelet First Nation

Part 1 — Traplines

General Location Trapline Registration No.
Appendix B-5, Part 2(a), Plan 1 0108T480
Appendix B-5, Part 2(a), Plans 1 - 3 0108T435
Appendix B-5, Part 2(a), Plans 2 and 3 0108T487
Appendix B-5, Part 2(a), Plans 4 and 5 0108T400
Appendix B-5, Part 2(a), Plans 6, 7 and 8 0107T401
Appendix B-5, Part 2(a), Plan 7 0107T418
Appendix B-5, Part 2(a), Plans 2 and 3 0108T403

Part 2 — Guide Outfitter Certificate

General Location Certificate No.
Appendix B-5, Part 2(a), Plans 1 - 8 100671

Part 3 — Water Rights

General Location Tenure Type Licence/Permit No.
Appendix B-5, Part 2(a), Plan 1 Conditional Water Licence 45286
Appendix B-5, Part 2(a), Plan 1 Permit to Occupy Crown Land 25683
Appendix B-5, Part 2(a), Plan 1 Conditional Water Licence 45287
Appendix B-5, Part 2(a), Plan 1 Permit to Occupy Crown Land 25684
Appendix B-5, Part 2(a), Plan 2 Conditional Water Licence 24206
Appendix B-5, Part 2(a), Plan 3 Conditional Water Licence 26923
Appendix B-5, Part 2(a), Plan 2 Conditional Water Licence 29963
Appendix B-5, Part 2(a), Plan 2 Conditional Water Licence 35653
Appendix B-5, Part 2(a), Plan 2 Conditional Water Licence 104912
Appendix B-5, Part 2(a), Plans 2 and 3 Permit to Occupy Crown Land 13336
Appendix B-5, Part 2(a), Plan 3 Conditional Water Licence 61385
Appendix B-5, Part 2(a), Plans 2 and 3 Permit to Occupy Crown Land 14739
Appendix B-5, Part 2(a), Plan 2 Conditional Water Licence 109594
Appendix B-5, Part 2(a), Plans 2 and 3 Permit to Occupy Crown Land 21587

Part 4 — Subsurface Tenures

General Location Mineral Tenure Tenure No. Interest Holder
Appendix B-5, Part 2(a), Plan 2 Four Post Mineral Claim 409836 Logan Resources Ltd. (Inc. No. BC0177147)
Appendix B-5, Part 2(a), Plan 2 Four Post Mineral Claim 409838 Logan Resources Ltd. (Inc. No. BC0177147)
Appendix B-5, Part 2(a), Plan 2 Four Post Mineral Claim 409839 Logan Resources Ltd. (Inc. No. BC0177147)
Appendix B-5, Part 2(a), Plan 2 Four Post Mineral Claim 409842 Logan Resources Ltd. (Inc. No. BC0177147)
Appendix B-5, Part 2(a), Plan 2 Two Post Mineral Claim 396938 William Ian Howie

Part 5 — Continuing Interests Registered in the Land Title Office

General Location Legal Description Land Title Parcel Identifier (PID) Interest Land Title Office Registration No. Interest Holder
Appendix B-5, Part 3(a), Plan 1 Lot 1 of District Lot 471, Clayoquot District, Plan VIP75113 025-635-719 Section 219 Covenant EV124432 District of Ucluelet

Appendix E-16 To E-20

Existing Foreshore Interests

Requiring Upland Owner Consent

Appendix E-16

Existing Foreshore Interests Requiring Upland Owner

Consent By Huu‑ay‑aht First Nations

General Location Interest Holder Tenure Type Tenure Document No.
Appendix B-1, Part 2(a), Plan 4 Canadian Benthic Limited (Inc. No. BC0139737) Provincial Aquaculture Lease 111517
Appendix B-1, Part 2(a), Plan 4 Domenico Germani & Mike Germani Provincial Aquaculture Lease 111990
Appendix B-1, Part 2(a), Plan 8 Dixon Island Shellfish Ltd. (Inc. No. BC0548514) Provincial Aquaculture/Shellfish Licence of Occupation 105739
Appendix B-1, Part 2(a), Plan 4 Congreve Island Shellfish Ltd. (Inc. No. BC0417559) Provincial Aquaculture/Shellfish Licence of Occupation 105736
Appendix B-1, Part 2(a), Plan 4 Canadian Benthic Limited (Inc. No. BC0139737) Provincial Aquaculture/Shellfish Licence of Occupation 105985
Appendix B-1, Part 2(a), Plan 6 Lonny Brook Provincial Private Moorage/Licence of Occupation 109780

Appendix E-17

Existing Foreshore Interests Requiring Upland Owner

Consent By Ka:'yu:'k't'h'/Che:k'tles7et'h' First Nations

General Location Interest Holder Tenure Type Tenure Document No.
Appendix B-2, Part 2(a), Plan 9 International Forest Products Limited (Inc. No. BC0200146) Provincial Industrial Log Handling/Licence of Occupation 111998
Appendix B-2, Part 2(a), Plan 17 Slam Bang Logging Ltd. (Inc. No. BC0087665) Provincial Industrial Log Handling/Licence of Occupation 109755
Appendix B-2, Part 2(a), Plan 20 Timberwest Forest Corp. (Inc. No. BC0535950) Provincial Industrial Log Handling/Licence of Occupation 105759
Appendix B-2, Part 2(a), Plan 22 V.M.K. Enterprises Ltd. (Inc. No. BC0560052) Provincial Commercial/Lease 108924

Appendix E-18

Existing Foreshore Interests Requiring

Upland Owner Consent By Toquaht Nation

General Location Interest Holder Tenure Type Tenure Document No.
Appendix B-3, Part 2(a), Plan 4 Coulson Forest Products Limited (Inc. No. BC0203973) Provincial Industrial Log Handling Lease 105589

Appendix E-19

Existing Foreshore Interests Requiring

Upland Owner Consent By Uchucklesaht Tribe

General Location Interest Holder Tenure Type Tenure Document No.
Appendix B-4, Part 2(a), Plan 8 Robert & Shawna Milne Provincial Aquaculture/Shellfish Licence of Occupation 105774
Appendix B-4, Part 2(a), Plan 8 Sonora Fishing Co. Ltd. (Inc. No. BC0160530) Provincial Aquaculture/Shellfish Licence of Occupation 105211
Appendix B-4, Part 2(a), Plan 8 Nhuong Thi Dang & Jay Freeman Provincial Aquaculture/Shellfish Licence of Occupation 107619
Appendix B-4, Part 2(a), Plan 8 Imperial Eagle Clam Company Limited (Inc. No. BC0476081) Provincial Aquaculture/Shellfish Licence of Occupation 105944
Appendix B-4, Part 2(a), Plan 6 and 7 Western Forest Products Inc. (Inc. No. A0070374) Provincial Log Dump/Booming/Licence of Occupation Port Alberni Port Authority No.514
Appendix B-4, Part 2(a), Plan 8 Western Forest Products Inc. (Inc. No. A0070374) Provincial Log Storage/ Licence of Occupation Port Alberni Port Authority No.981
Appendix B-4, Part 2(a), Plan 6 and 8 Western Forest Products Inc. (Inc. No. A0070374) Provincial Log Dump/Booming/Licence of Occupation Port Alberni Port Authority No.2131

Appendix E-20

Existing Foreshore Interests Requiring Upland Owner

Consent By Ucluelet First Nation

General Location Interest Holder Tenure Type Tenure Document No.
Appendix B-5, Part 2(a), Plan 5 Martha Paul Provincial Aquaculture/Shellfish Licence of Occupation 109318
Appendix B-5, Part 2(a), Plan 2 Island Timberlands GP Ltd. (Inc. No. BC0714328) Provincial Industrial Log handling storage Lease 102329

Appendix E-21

Existing Foreshore

Interests — Form Of Content

  1. Upland Owner Consent

UPLAND OWNER CONSENT

TO: Her Majesty the Queen in Right of the Province of British Columbia, as represented by the Minister of Agriculture and Lands ("British Columbia")

FROM: [Applicable Maa‑nulth First Nation] ("____________________")

WHEREAS:

A. [Applicable Maa‑nulth First Nation] is the owner in fee simple of the land located __________, legally described as [INSERT LEGAL DESCRIPTION] (the "Upland");

B. British Columbia is the owner in fee simple of the parcel or tract of land being the foreshore fronting on the Upland and all land covered by water adjoining the Upland (the "Foreshore");

C. The Upland and Foreshore are adjacent to each other and the [Applicable Maa‑nulth First Nation], as owner of the Upland, is entitled to exercise its riparian right of access to the Upland by crossing the Foreshore;

D. British Columbia wishes to interfere with the [Applicable Maa‑nulth First Nation's] riparian right of access to the Upland by authorizing, under _______________ existing license(s) of occupation (collectively, the "Licenses"), the use of the identified portions of the Foreshore for the following purposes:

(i) log booming and storage operation on the portion of the Foreshore shown outlined in heavy bold on the attached Schedule "A" ("Log Booming Area") pursuant to a license dated _____________ and numbered _______________, which has a term expiring _________________; and

(ii) floating sport fishing resort business on the portion of the Foreshore shown outlined in heavy bold on the attached Schedule "B" ("Resort Fishing Area") pursuant to a license dated _____________ and numbered _______________, which has a term expiring _____________________; and

[Note to Draft: These purposes will need to be amended to reflect the terms of the actual foreshore tenures]

E. [Applicable Maa‑nulth First Nation] is prepared to consent to such interference pursuant to the provisions set out below:

NOW THEREFORE THIS CONSENT WITNESSES that in consideration of the sum of ONE ($1.00) dollar and other good and valuable consideration, now paid by British Columbia to the

[Applicable Maa‑nulth First Nation] (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

1. The [Applicable Maa‑nulth First Nation], as owner of the Upland, on the terms set forth herein, hereby consents to British Columbia, as owner of the Foreshore, and its servants, employees, agents, contractors, tenants, invitees, licensees and all those claiming through them, interfering, in accordance with the Licenses, with the [Applicable Maa‑nulth First Nation] right, as owner of the Upland, to pass and repass over the Log Booming Area and the Resort Fishing Area to gain access to and from the Upland.

2. The [Applicable Maa‑nulth First Nation] acknowledges and agrees that the consent hereby given entitles British Columbia to authorize its servants, employees, agents, contractors, tenants, invitees, licensees, and all those claiming through them, in accordance with the Licenses, to:

(a) construct, erect, place, install, moor, maintain, replace, renovate and repair buildings, structures, works, improvements and chattels on all or any part of the Log Booming Area or the Resort Fishing Area which are reasonably necessary in connection with the purposes authorized and approved in the respective Licences;

(b) do all other acts within the Log Booming Area or the Resort Fishing Area, reasonably necessary or incidental to the purposes authorized and approved in connection with the respective Licenses.

3. The [Applicable Maa‑nulth First Nation] or any of its successors or assigns, as the case may be, will give written notice of this Consent to any person to whom it proposes to dispose of any portion of the Upland which borders on the Foreshore, which notice will be received by that person prior to such disposition. Prior to or concurrently with such disposition, the [Applicable Maa‑nulth First Nation] or any of its successors or assigns, as the case may be, will obtain a written ratification of this Consent by the transferee of such portion of the Upland in the same form as this Consent and will deliver an originally executed copy thereof to British Columbia. For the purposes of this paragraph, the word "dispose" means any transfer by any method to any person entitled to exercise a riparian right of access to the Upland.

4. British Columbia covenants and agrees with the [Applicable Maa‑nulth First Nation's] that nothing in this Consent will be deemed or otherwise construed so as to permit British Columbia, its servants, employees, agents, contractors, tenants, invitees, licensees and all those claiming through them to enter onto the Upland or to construct, place, erect or install any buildings, structures, improvements or works thereon.

5. This Consent is effective from and after __________________, 200__ ("Effective Date") until:

(a) ____________________, or the earlier termination of License No. ______________ in respect of the interference over the Log Booming Area; and

(b) ____________________, or the earlier termination of License No. ______________ in respect of the interference over the Resort Fishing Area.

IN WITNESS WHEREOF, [Applicable Maa‑nulth First Nation] and British Columbia have duly executed this Consent as of the Effective Date.

[Applicable Maa‑nulth First Nation] by its

authorized signatory(ies)

Name: __________________________________

Name: __________________________________

HER MAJESTY THE QUEEN IN RIGHT OF

THE PROVINCE OF BRITISH COLUMBIA

as represented by the Minister of Agriculture and Lands

Name: __________________________________

SCHEDULE "A"

[Attach Plan of Log Booming Area]

SCHEDULE "B"

[Attach Plan of Resort Fishing Area]

Contents  |  Sections 1 to 31  |  Schedule - Contents  |  Schedule - Preamble  |  Schedule - Chapter 1  |  Schedule - Chapter 2  |  Schedule - Chapter 3  |  Schedule - Chapter 4  |  Schedule - Chapter 5  |  Schedule - Chapter 6  |  Schedule - Chapter 7  |  Schedule - Chapter 8  |  Schedule - Chapter 9  |  Schedule - Chapter 10  |  Schedule - Chapter 11  |  Schedule - Chapter 12  |  Schedule - Chapter 13  |  Schedule - Chapter 14  |  Schedule - Chapter 15  |  Schedule - Chapter 16  |  Schedule - Chapter 17  |  Schedule - Chapter 18  |  Schedule - Chapter 19  |  Schedule - Chapter 20  |  Schedule - Chapter 21  |  Schedule - Chapter 22  |  Schedule - Chapter 23  |  Schedule - Chapter 24  |  Schedule - Chapter 25  |  Schedule - Chapter 26  |  Schedule - Chapter 27  |  Schedule - Chapter 28  |  Schedule - Chapter 29  |  Appendix - Contents  |  Appendix - Introduction  |  Appendix A  |  Appendix B  |  Appendix C  |  Appendix D  |  Appendix E  |  Appendix F  |  Appendix G  |  Appendix H  |  Appendix I  |  Appendix J  |  Appendix K  |  Appendix L  |  Appendix M  |  Appendix N  |  Appendix O  |  Appendix P  |  Appendix Q  |  Appendix R  |  Appendix S  |  Appendix T  |  Appendix U  |  Appendix V  |  Appendix W  |  Appendix X  |  Appendix Y