APPENDIX H
INTERESTS ON YALE FIRST NATION LAND

Appendix H-1 Interests to Continue in Accordance with Provincial Law
Part 1 Subsurface Tenures
Part 2 Map of Portion of Subsurface Tenures on Yale First Nation Land – Albert Flat
Part 3 Water Licences and Permits
Part 4 Guide Outfitter Certificates
Appendix H-2 Locatee Interests on Former Indian Reserves
Part 1 Certificates of Possession and No Evidence of Title Issued (NETIs)
Appendix H-3 Public Utility Transmission, Distribution Works, Rights of Way and Other Interests
Part 1 Former Indian Reserves
Part 2 Former Provincial Crown Land
Appendix H-4 Other Interests to be Granted on the Effective Date
Part 1 Private Road Easement
Part 2 Maps of BC Hydro Transmission Line
Part 3 Rights of Way to be Granted in Respect of Top Landing – Appendix B-3 Former Provincial Crown Land, Map 9
Appendix H-5 Applicable Forms of Documents for Interests to be Granted on the Effective Date
Document 1 Form A (Fee Simple for Certificates of Possession and NETIs)
Document 2 Transmission Statutory Right of Way (BC Hydro)
Document 3 Transmission Statutory Right of Way (BC Hydro) – Qualark
Document 4 Distribution Statutory Right of Way (BC Hydro and TELUS)
Document 5 Gas Pipeline Transmission Statutory Right of Way (Westcoast Energy Inc.)
Document 6 Statutory Right of Way (Department of Fisheries and Oceans Canada)
Document 7 Private Road Easement
Document 8 Road Access Agreement (BC Hydro) – Top Landing
Document 9 Right of Way Agreement (Ministry of Forests and Range) – Top Landing
Document 10 Debris Anchor Trap and Road Statutory Right of Way (Ministry of Forests and Range) – Indian Reserve 9
Appendix H-6 Applicable Form of Document Evidencing Interests Registered in the Land Title Office
Document 1 State of Title Certificate (Certificates of Possession and NETIs)

APPENDIX H-1
INTERESTS TO CONTINUE IN ACCORDANCE WITH PROVINCIAL LAW

Part 1: Subsurface Tenures

Note: the Parties will update the Appendices before the Effective Date

General Location Mineral/Placer Tenure Type of Tenure MEMPR2
Tenure No.
Interest Holder
Qualark/Rock Wall Placer Claim Placer Claim 415474 Zeiler, Melvin Lee
Squeah Placer Lease Placer Lease 383358 Regan, Colin, and Rempel, Edward Leonard
Qualark Mineral Claim Two Post Claim 235865 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 235866 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 235867 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 235868 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 235835 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 235836 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 235837 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 235838 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 376177 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 376178 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 376179 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 376180 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 376181 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 376182 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 376183 Zeiler, Melvin Lee
Qualark Mineral Claim Two Post Claim 376184 Zeiler, Melvin Lee
Qualark Placer Lease Placer Lease 388127 Zeiler, Melvin Lee
Qualark Placer Lease Placer Lease 375495 Zeiler, Melvin Lee
Qualark Placer Lease Placer Lease 375496 Zeiler, Melvin Lee
Qualark Placer Lease Placer Lease 388115 Zeiler, Melvin Lee
Qualark Placer Lease Placer Lease 383360 Regan, Colin and Rempel, Edward Leonard
Siwash Placer Claim Placer Cell Title Submission 580982 Mithaiwala, Shreyas
Top Landing Mineral Claim Mineral Cell Title Submission 603271 Funk, Kelly Brent
Top Landing Mineral Claim Mineral Cell Title Submission 588185 Yearwood, Haward Peter
Albert Flat Mineral Claim Mineral Cell Title Submission 613903 Stewart, Glen Gordon
Albert Flat Mineral Claim Mineral Cell Title Submission 6139043 Stewart, Glen Gordon
Albert Flat Mineral Claim Mineral Cell Title Submission 6067723 Stewart, Glen Gordon
2 Ministry of Energy, Mines and Petroleum Resources
3 Only that portion shown on Appendix H-1, Part 2.

Part 2: Map of Portion of Subsurface Tenures on Yale First Nation Land – Albert Flat

Appendix: H-1, Part 2
Portion of Subsurface Tenures
on Yale First Nation Land
Albert Flat

Appendix: H-1, Part 2, Portion of Subsurface Tenures on Yale First Nation Land Albert Flat

Part 3: Water Licences and Permits

Note: the Parties will update the Appendices before the Effective Date

General Location Tenure Type MOE4 Licence/Permit
Hayward Creek Conditional Water Licence CO46678
Permit to Occupy Crown Land PCL 10611
Norvik Creek Conditional Water Licence C72730
Permit to Occupy Crown Land PCL 18237
Mary Ann Creek Conditional Water Licence C72126
Permit to Occupy Crown Land PCL 18068
Mary Ann Creek Conditional Water Licence C72127
Permit to Occupy Crown Land PCL 18069
Miller Spring Conditional Water Licence C27571
Permit to Occupy Crown Land PCL 5110
Miller Spring Conditional Water Licence C54230
Permit to Occupy Crown Land PCL 12450
Hill Bar Spring Conditional Water Licence C114254
Permit to Occupy Crown Land PCL 23427
Sproat Creek Final Water Licence F11089
Hill Bar Spring Conditional Water Licence C40133
Permit to Occupy Crown Land PCL 06743
Hill Bar Spring Conditional Water Licence C102106
Permit to Occupy Crown Land PCL 20506
4 Ministry of Environment

Part 4: Guide Outfitter Certificates

Note: the Parties will update the Appendices before the Effective Date

General Location MOE5 Certificate Number
Lands described in Schedule A of Guide Outfitter Certificate 200691
Lands described in Schedule A of Guide Outfitter Certificate 800753
5 Ministry of Environment

APPENDIX H-2
LOCATEE INTERESTS ON FORMER INDIAN RESERVES

Part 1: Certificates of Possession and No Evidence of Title Issued (NETIs)

Note: the Parties will update the Appendices before the Effective Date

Parcel Description,
Indian Lands Registry
System Parcel Identification
Number (PIN) and
Former Reserve Number
Interest Holder
Lot 1-1, RSBC 1108
PIN 900023192
Yale Town IR #1
Hope, Sharon and Hope, Norman Robert (CP39221)6 (joint tenants)
Lot 1-2, RSBC 1108
PIN 900023200
Yale Town IR #1
Emery, Robert Wayne (CP152665)
Lot 5, CLSR 51949
PIN 900023218
Yale Town IR #1
Hope, Sharon and Hope, Norman Robert (CP37277) (joint tenants)
Lot 9, CLSR 51949
PIN 900023226
Yale Town IR #1
Emery, Mary Martha (CP158379)
Lot 11, RSBC 1353
PIN 900023234
Yale Town IR #1
Hope, Elsie (CP163914)
Lot 13, RSBC 1353
PIN 900023242
Yale Town IR #1
Hope, Elsie (CP163915)
Lot 18, RSBC 1428
PIN 900023259
Yale Town IR #1
Estate of Elsie Bertha Charlie (NETI)7
Charlie, Robert (CP162011)
Charlie, Margaret Anastasia (CP162012)
Sereda, Joanne (CP162013)
Stephenson, Christina Rose (CP162014)
Paul, Peggy Ann (CP162015)
(undivided 1/6 each)
Lot 19, RSBC 1428
PIN 900023267
Yale Town IR #1
Estate of Elsie Bertha Charlie (NETI)
Charlie, Robert (CP162017)
Charlie, Margaret Anastasia (CP162018)
Sereda, Joanne (CP162019)
Stephenson, Christina Rose (CP162020)
Paul, Peggy Ann (CP162021)
(undivided 1/6 each)
Lot 1, CLSR 58489
PIN 902006756
Albert Flat IR #5
Hope, Everet John (CP112324)
Lot 2, CLSR 58489
PIN 902006757
Albert Flat IR #5
Hope, Everet John (CP112325)
Lot 3, CLSR 58489
PIN 902006758
Albert Flat IR #5
Hope, Everet John (CP112326)
Lot 4, CLSR 58489
PIN 902006759
Albert Flat IR #5
Hope, Jolena Rae (CP138405)
Lot 5, CLSR 58489
PIN 902006760
Albert Flat IR #5
Hope, Everet John (CP112323)
Lot 6, CLSR 58489
PIN 902006761
Albert Flat IR #5
Hope, Everet John (CP112328)
Lot 7, RSBC 263
PIN 902521332
Albert Flat IR #5
Hope, Norma Maureen (CP158908)
Lot 8, RSBC 263
PIN 902524385
Albert Flat IR #5
Hope, Eleanor Jane (CP162025)
Lot 9, RSBC 485
PIN 902013285
Albert Flat IR #5
Hope, Elsie (CP163912)
Lot 10, RSBC 485
PIN 902512458
Albert Flat IR #5
Hope, Elsie (CP163913)
Lot 11, CLSR 95811
PIN 902527588
Albert Flat IR #5
Hansen, Douglas Wayne (CP165337)
Lot 12, CLSR 95811
PIN 902527589
Albert Flat IR #5
Hansen, Elizabeth Maureen (CP165339)
Lot 6, CLSR 82502
PIN 902015300
Stullawheets IR #8
Hope, Janice Lora (CP129486)
Lot 7-2, RSBC 3469R
PIN 902508580
Stullawheets IR #8
Hope, Robert Dominic (CP142574)
Lot 8, CLSR 82502
PIN 902015302
Stullawheets IR #8
Hope, Robert Dominic (CP158433)
Lot 9, CLSR 82502
PIN 902015303
Stullawheets IR #8
Hope, Norma Maureen (CP129496)
Lot 5, RSBC 488
PIN 902520974
Lukseetsissum IR #9
Hope, Theodore Francis (CP158419)
Lot 5-1, CLSR 76406
PIN 902015063
Lukseetsissum IR #9
Jack, Henry (CP128414)
Lot 5-2, CLSR 76406
PIN 902015064
Lukseetsissum IR #9
Jack, Cyrus Jordan and Jack, Kaleb Joshua and Jack, Titus Jay (CP144486) (joint tenants)
Lot 6, RSBC 488
PIN 902520975
Lukseetsissum IR #9
Hope, Theodore Francis (CP158420)
Lot 7, RSBC 488
PIN 902520976
Lukseetsissum IR #9
Hope, Theodore Francis (CP158421)
Lot 8, RSBC 4109R
PIN 902528409
Lukseetsissum IR #9
Peters, Vanessa Renee (CP 165935)
The Whole of Yale IR #18, CLSR BC1196
PIN 902529820
Yale IR #18
Hope, Lawrence George (CP 167068)
6 Certificate of Possession
7 No Evidence of Title Issued

APPENDIX H-3
PUBLIC UTILITY TRANSMISSION, DISTRIBUTION WORKS, RIGHTS OF WAY AND OTHER INTERESTS

Part 1: Former Indian Reserves

Note: the Parties will update the Appendices before the Effective Date

Interest Holder Interest Location Document Reference Number
Canada
(Department of Fisheries and Oceans)
Fishery Facility Near Yale Rapids Fishways area P.C.8 No. 1958-1487
ILRS9 13323
BC Hydro Easement for Transmission Line Lukseetsissum
IR #9
CLSR M3567
P.C. No. 1953-30
ILRS X13201
ILRS X13200
TELUS Permit Lukseetsissum
IR #9
ILRS 100597
Westcoast Energy Inc. Easement Lukseetsissum
IR #9
ILRS 1263-10
BC Hydro and TELUS Joint Electric Power Distribution and Telecommunication Lines [to be provided by
BC Hydro/TELUS]
Occupied without a tenure document
British Columbia (Ministry of Forests and Range) Road Right of Way Lukseetsissum
IR#9
CLSR 76406
TBD
British Columbia (Ministry of Forests and Range) Debris Anchor Trap and Road Right of Way Lukseetsissum
IR#9
Lot 5-2
CLSR 76406
TBD
Lot 8
RSBC 4109
Access Right of Way Across Band Land as per sketch to Lot 8 RSBC 4109 Lukseetsissum IR #9 ILRS 368663
Lot 7
RSBC 263
Access Right of Way Across Band Land from Highway 1 to
Lot 7
RSBC 263
Albert Flat IR #5
ILRS 360824
Lot 8
RSBC 263
Access Right of Way Across Band Land from Highway 1 to
Lot 8
RSBC 263
Albert Flat IR #5
ILRS 360503
Lot 11
CLSR 95811
Access Right of Way Across Band Land as per sketch to
Lot 11
CLSR 95811
Albert Flat IR #5
ILRS 367100
Lot 12
CLSR 95811
Access Right of Way Across Band Land as per sketch to
Lot 12
CLSR 95811
Albert Flat IR #5
ILRS 367103
8 Privy Council
9 Indian Lands RegistrySystem

Part 2: Former Provincial Crown Land

Note: the Parties will update the Appendices before the Effective Date

Interest Holder Interest Location Document Reference Number
Canada (Department of Fisheries and Oceans) Fishery Facility Near Saddle Rock Fish Pass area Map Reserve
R072169
(BC File No. 2403730)10
BC Hydro Transmission Right of Way PID11:
014-607-727
014-608-081
014-608-090
014-608-103
014-609-177
014-610-442
That part of the Northeast ¼ of Section 10, that part of the Northwest ¼ of Section 11, that part of the Northeast ¼ of Section 11, that part of the Northwest ¼ of Section 12, that part of the Southwest ¼ of Section 13, that part of the Southeast ¼ of Section 14, all of Township 7, Range 26, West of the 6th Meridian shown outlined in red on Plan C11673, Yale Division of Yale District
BC OIC #1494/1979
Right of Way Document No. 2561
(BC File No. 0286035)
10 Ministry of Agriculture and Lands
11 Parcel Identification Description

APPENDIX H-4
OTHER INTERESTS TO BE GRANTED ON THE EFFECTIVE DATE

Part 1: Private Road Easement

Note: the Parties will update the Appendices before the Effective Date

Description of Land Requiring Access Across Yale First Nation Land
PID 013-115-847
Portion of South East Quarter Section 6 Township 5 Range 27 West of The Sixth Meridian which is not included within the limits of Yale Indian Reserve No. 9 Lukseetsissum, New Westminster District except: part dedicated road on Reference Plan 81372

Part 2: Maps of BC Hydro Transmission Line

Appendix: H-4, Part 2
BC Hydro Transmission Right of Way
Map 1
Indian Reserve 24

Appendix: H-4, Part 2, BC Hydro Transmission Right of Way Map 1 Indian Reserve 24

Appendix: H-4, Part 2
BC Hydro Transmission Right of Way
Map 2
Toll Road

Appendix: H-4, Part 2, BC Hydro Transmission Right of Way Map 2 Toll Road

Appendix: H-4, Part 2
BC Hydro Transmission Right of Way
Map 3
Qualark

Appendix: H-4, Part 2, BC Hydro Transmission Right of Way Map 3 Qualark

Appendix: H-4, Part 2
BC Hydro Transmission Right of Way
Map 4
Indian Reserve 9

Appendix: H-4, Part 2, BC Hydro Transmission Right of Way Map 4 Indian Reserve 9

Part 3: Rights of Way to be Granted in Respect of Top Landing –
see Former Provincial Crown Land, Appendix B-3, Map 9:

Right of Way (BC Hydro)

Right of Way (Ministry of Forests and Range)

Note: the Parties will update the Appendices before the Effective Date

APPENDIX H-5
APPLICABLE FORMS OF DOCUMENTS FOR INTERESTS
TO BE GRANTED ON THE EFFECTIVE DATE

Document 1: Form A (Fee Simple for Certificates of Possession and NETIs)

Document 2: Transmission Statutory Right of Way (BC Hydro)

STANDARD CHARGE TERMS
(YALE RIGHT OF WAY – TRANSMISSION)

Filed by: British Columbia Hydro and Power Authority

These Filed Terms are deemed to be included in and form part of every Agreement which incorporates these Filed Terms by an election on the General Instrument.

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 Lands as hereinafter defined.

C. The statutory right of way herein granted is necessary for the operation and maintenance of Hydro'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. "Access Improvements" has the meaning ascribed to it in subparagraph 2.1(c)(v)A;

b. "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;

c. "Area C" means the area shown as "Area C" on the Plan;

d. "Area of the Works" means the Right of Way Area and those portions of the Lands shown as "Area B" on the Plan;

e, "Agreement" means this Agreement, the General Instrument and all schedules attached to either of them;

f. "Authority" means any government (including the Grantor and any governmental or quasi-governmental authority, commission or board) having jurisdiction, including any law or bylaw of the Grantor not inconsistent with this Agreement;

g. "CEAA" means the Canadian Environmental Assessment Act, S.C. 1992, c. 37;

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 the Lands;

j. "Filed Terms" means these filed standard charge terms;

k. "Final Agreement" means the Yale First Nation Final Agreement among the Grantor, Canada and British Columbia;

l. "General Instrument" means the Form C General Instrument – Part 1, which refers to these Filed Terms and any other pages attached thereto;

m. "Grantor" means the Yale First Nation, named as the transferor in item 5 of the General Instrument;

n. "Hydro" means British Columbia Hydro and Power Authority, named as the transferee in item 6 of the General Instrument;

o. "Lands" means the Area of the Works and Area C;

p. "Laws" includes:

i. legislation, regulations, rules, codes, guidelines, tariffs, and standards of an Authority; and

ii. specifications, mitigative measures, and environmental protection measures set out or referred to in any environmental assessment, or any written decision by Canada about a "project" (as defined in CEAA), but excludes any project on the "exclusion list" (as that term is defined in CEAA) of Hydro on the Right of Way Area;

q. "Plan" means the Plan referred to in Item 3 of the General Instrument, as may be amended under this Agreement;

r. "Right of Way Area" means the portion(s) of the Lands shown as "Area A" on the Plan, as they may be modified from time to time under this Agreement;

s. "Roads" means trails, helicopter landing pads, roads, lanes, and bridges existing from time to time on the Reserve; and

t. "Works" means all things and components, using any type of technology from time to time, necessary or convenient for the purposes of distributing and/or 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, 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.

1.2 With respect to any obligation on the part of Hydro under this Agreement, any reference to Hydro includes its servants, officers, employees, agents, contractors, sub-contractors, invitees, licensees, successors, permitted 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 at any time and as often as Hydro requires; 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, inspect, pass and repass upon, on, and along the Area of the Works;

ii. maintain, repair, replace and use Roads on 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 over the Lands as follows:

i. Hydro may, cut vegetation, including without limitation trees, within Area C, 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 subsection;

ii. Hydro may install, maintain and use gates in all fences which are now 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 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 Roads on the Lands 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 Roads under paragraph 2.1(c)(iv), Hydro may either:

A. maintain, repair, replace, use, pass and repass over Roads on the Lands (collectively referred to as "Access Improvements") in a reasonable location; or

B. pass and repass over the Lands elsewhere than on existing Roads, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement, including constructing a new road, bridge or trail, subject to approval of the route and work plan 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, such as the planting of vegetation compatible with the undertakings of Hydro, and the application of herbicides and pesticides on the Lands, provided that Hydro will not conduct any aerial application of herbicides or pesticides on the Lands without the consent of the Grantor; and

vii. Hydro may enter onto the Lands outside the Area of the Works for the purpose of undertaking works, or to effect other appropriate measures, 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 as a result of any occurrence on the Area of the 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, each acting reasonably, 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 13.1 of this Agreement;

C. Hydro will pay compensation for any damage to the Lands resulting from the implementation of the work plan or from any measure taken by Hydro pursuant to this section;

D. if Hydro determines that an emergency situation exists or there are imminent safety concerns, Hydro may, without the approval of the Grantor, undertake works and take such measures on the Lands as it considers appropriate in its sole discretion to protect the Works, or to protect persons or property that may be at risk, and in that event Hydro will as soon as reasonably possible thereafter notify the Grantor; and

E. generally do 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 NON-EXCLUSIVE USE

3.1 This Agreement will not entitle Hydro to exclusive possession of the 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.

4.0 PROTECTION OF THE ENVIRONMENT

4.1 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.

4.2 Hydro will remediate any contamination it causes to the Lands as a result of the exercise of its vegetation management rights under paragraph 2.1(c)(vi) of this Agreement.

5.0 COVENANTS OF HYDRO

5.1 Hydro covenants with the Grantor that:

a. Hydro shall pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter lawfully assessed, levied or charged to the account of Hydro which relate to the Works and which Hydro is liable to pay;

b. 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;

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

d. 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;

e. 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;

f. 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;

g. Hydro shall permit the Grantor to enter upon the Right of Way Area at any time to examine its condition;

h. Hydro must promptly notify the Grantor of any object or relic with heritage, archaeological or cultural value to the Grantor that is discovered on the Lands in the course of its operations. Hydro must continue operations in a manner so as to avoid any further damage to the object or relic and ensure its preservation to the greatest extent practicable. At the Grantor's request, Hydro must deliver any object or relic removed from the soil to the Grantor; and

i. Hydro must promptly notify the Grantor of any specific site possessing a heritage or cultural value to the Grantor, including a burial pit, grave, or area containing evidence of past human activity, discovered on the Lands in the course of its operations. Hydro must not continue operations on the site without the consent of the Grantor. The Grantor must give reasonable consideration to any request for consent made by Hydro and may attach any conditions to its consent that it considers appropriate;

6.0 WORK PLANS

6.1 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 6.1, 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 thirty (30) 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.

7.0 RELOCATION OF WORKS DUE TO CHANGE

7.1 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 conditioned;

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 Right of Way Area or Excluded Right of Way Area to become unsuitable for any of the Works.

8.0 RELOCATION OF WORKS AT THE REQUEST OF THE GRANTOR

8.1 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.

9.0 REMOVAL OF WORKS

9.1 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.

10.0 COVENANTS OF THE GRANTOR

10.1 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 subsection 10.1(a) shall limit the Grantor's right of inspection pursuant to subsection 5.1(g);

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.

11.0 COMPENSATION FOR DAMAGES

11.1 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, and Roads on the Lands, and such damage or contamination 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.

11.2 Compensation paid to the Grantor for merchantable timber pursuant to section 11.1 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.

12.0 OBLIGATION TO COVER SOME LOSSES AND EXPENSES

12.1 On written notice and unless prohibited by provincial legislation or its tariff, Hydro must promptly pay the Grantor for any losses or expenses (including legal fees on a solicitor-client basis) of the Grantor or its employees, agents, contractors, and subcontractors, as the case may be, in any way because of:

a. a default of any obligations of Hydro under this Agreement;

b. the ignition or explosion of the Works, or the escape of electricity from the Works, by whatever cause; or

c. the injury, death, loss, or expense of any person in any way because of the use of the Right of Way Area by Hydro or any other person on the Right of Way Area because of its rights under this Agreement (however, this does not apply to the extent arising from the wilful or negligent acts or omissions of, or breach of this Agreement by the party claiming the indemnity or its employees, agents, contractors, and subcontractors).

13.0 DISPUTE RESOLUTION

13.1 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, and conducted by a mediator, knowledgeable about the matters in dispute;

c. if the dispute is not resolved within thirty (30) days of the notice to mediate under subsection (b) or any further period of time agreed to by the parties, then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution in accordance with the provisions of the British Columbia Commercial Arbitration Act. 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 subsection 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.

14.0 RUNS WITH THE LAND

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

15.0 NOTICE

15.1 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: Yale First Nation
P.O. Box 1869
Hope, British Columbia
V0X 1L0

Attention: [•Title]

Fax: (604) 863-2467

To Hydro: Manager, Properties
B.C. Hydro
12th Floor – 333 Dunsmuir Street
Vancouver, British Columbia
V6B 5R3

Fax: (604) 623-3951

15.2 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.

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

16.0 GENERAL

16.1 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.

16.2 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.

16.3 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 permitted assigns.

16.4 The parties agree that this Agreement will be registered in the provincial Land Title Office. 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.

16.5 Hydro may grant licences to any party respecting its rights under this Agreement or in respect of the Works, in whole or in part, without the prior written consent of the Grantor, provided:

a. no licence will act as a release of any of Hydro's obligations in this Agreement; and

b. the license does not grant the licensee the right to use or occupy the Right of Way Area, which shall be the sole responsibility of the licensee to obtain from the Grantor.

The terms of the licence shall comply with all applicable Laws. For greater certainty, Hydro will not be in default if the licensee fails to obtain the consent of the Grantor to use and occupy the Right of Way Area.

16.6 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 the rights and discretion conferred upon Hydro and discharge obligations assumed by Hydro under this Agreement.

16.7 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 as contemplated in this Agreement.

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

17.0 INTERPRETATION

17.1 In this Agreement:

a. all schedules attached to these Filed Terms or the General Instrument 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;

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; and

e. any reference to a statute includes any regulations made pursuant to that statute and, unless otherwise expressly provided herein, includes a reference to all amendments made thereto and in force from time to time and any statute or regulation that may be passed which has the effect of supplementing or superseding that statute or those regulations.

Document 3: Transmission Statutory Right of Way (BC Hydro) – Qualark

SCHEDULE "A"

Copy of Surveyed Plan of Right of Way Area

STANDARD CHARGE TERMS
(SRW THROUGH QUALARK PARCEL FOR TRANSMISSION PURPOSES)

Filed by: British Columbia Hydro and Power Authority

These Filed Terms are deemed to be included in and form part of every Agreement that incorporates these Filed Terms by an election on the General Instrument.

WHEREAS:

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

B. Hydro wishes to obtain from the Grantor a statutory right of way for certain rights on, over and under the Lands, as hereinafter defined.

C. In accordance with the Final Agreement, the Grantor has agreed to grant Hydro a statutory right of way in respect of the Lands; and

D. The statutory right of way herein granted is necessary for the operation and maintenance of Hydro'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. "Access Improvements" has the meaning ascribed to it in Section 2.1(c)(v)(A) of this Agreement;

b. "Agreement" means these Standard Charge Terms, the General Instrument and all schedules attached to either of them;

c. "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;

d. "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 the Lands;

e. "Filed Terms" means these filed standard charge terms;

f. "Final Agreement" means the Yale First Nation Final Agreement among the Grantor, Canada and British Columbia;

g. "General Instrument" means the Form C General Instrument – Part I, which refers to these Filed Terms and any other pages attached thereto;

h. "Grantor" means the person named as the transferor in Item 5 of the General Instrument;

i. "Hydro" means the person named as the transferee in Item 6 of the General Instrument;

j. "Lands" means the lands and premises described in Item 2 of the General Instrument;

k. "Right of Way Area" means those portions of the Lands shown outlined in heavy black on Plan ______________ described in section (a) of Item 3 of the General Instrument;, a copy of which is attached as Schedule "A to the General Instrument, as may be modified under this Agreement;

l. "Roads" means trails, helicopter landing pads, roads, lanes, and bridges existing from time to time on the Lands; and

m. "Work" means all things and components, using any type of technology from time to time, necessary or convenient for the purposes of distributing and/or transmitting electricity, including but not limited to telecommunications or communications by any method or process whatsoever in relation thereto, 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, 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.

1.2 With respect to any obligation on the part of Hydro under this Agreement, any reference to Hydro includes its 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, at any time and as often as Hydro requires;

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;

iii. 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 Lands;

iv. 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;

v. enter, work, pass and repass upon, on, and along the Right of Way Area; and

b. use the Lands as follows:

i. clear 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. Hydro will, except in an emergency, give The Grantor written notice prior to exercising its rights under this paragraph (i);

ii. clear and keep it cleared (including removal or pruning) of all or any part of any vegetation, including 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. Hydro will, except in an emergency, give the Grantor written notice prior to exercising its rights under this paragraph (ii);

iii. conduct vegetation management where reasonably appropriate, such as the planting of vegetation compatible with the undertakings of Hydro, and the application of herbicides and pesticides with the consent of the Grantor;

iv. maintain, repair, rebuild, replace and use any Roads, 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 Roads under paragraph 2.1(b)(iv), Hydro may either:

A. maintain, repair, rebuild, and replace any existing Roads (collectively referred to as "Access Improvements"); or

B. pass and repass elsewhere than on existing Roads with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement, including, constructing a new road, bridge or trail, 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; and

vi. undertake works or take steps to protect any Works, or to protect persons or property that may be at risk from such Works, provided that:

A. Hydro will before undertaking such works deliver to the Grantor for approval a written work plan describing the proposed work;

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;

C. 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 Hydro or the Grantor may refer the disagreement to dispute resolution under Section 13 of this Agreement;

D. Hydro will pay compensation for any damage to the Lands resulting from the work plan;

vii. in 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 and 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

c. 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 NON-EXCLUSIVE USE

3.1 This Agreement will not entitle Hydro to exclusive possession of the 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.

4.0 PROTECTION OF THE ENVIRONMENT

4.1 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.

5.0 COVENANTS OF HYDRO

5.1 Hydro covenants with the Grantor that:

a. Hydro shall pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter lawfully assessed, levied or charged to the account of Hydro which relate to the Works and which Hydro is liable to pay;

b. 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;

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

d. 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;

e. 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;

f. 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 to exercise its rights under this Agreement; and

g. Hydro shall permit the Grantor to enter upon the Right of Way Area at any time to examine its condition, provided such examination is conducted without risk to persons or the Works.

6.0 WORK PLANS

6.1 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 thirty (30) 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.

7.0 RELOCATION OF WORKS DUE TO CHANGE

7.1 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 Right of Way Area or Excluded Right of Way Area to become unsuitable for any of the Works.

8.0 RELOCATION OF WORKS AT THE REQUEST OF THE GRANTOR

8.1 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.

9.0 REMOVAL OF WORKS

9.1 If Hydro determines that it 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 that Hydro determines are 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.

10.0 COVENANTS OF THE GRANTOR

10.1 The Grantor covenants and agrees with Hydro that 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 person lawfully claiming from or under the Grantor.

10.2 The Grantor covenants and agrees with Hydro that Hydro is only subject, in the exercise of its rights under this Agreement, to industry standards and applicable statutes, regulations, by-laws, and lawful requirements of any one or combination of federal and/or provincial authorities.

10.3 Without limitation to Hydro's statutory and regulatory authorities, the Grantor covenants and agrees with Hydro that it will not, directly or indirectly, without the prior written permission of Hydro:

a. make, place, erect, operate, use or maintain any road, trail, pavement (whether of asphalt, concrete or other substance), building, structure, foundation, excavation, well, fill, pile of material, obstruction, equipment, thing, or inflammable substance on, through, under or over the Lands;

b. make, place, erect, install, construct or maintain any pipe, drain, wire or cable on, through, under or over the Right of Way Area;

c. plant or maintain any growth exceeding two (2) metres in height upon the Right of Way Area;

d. 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;

e. diminish or to add to the depth of the ground cover over such of the Works as may be from time to time installed, operated or maintained below the surface of the Right of Way Area and, in particular, without in any way limiting the generality of the foregoing, not to construct culverts, storm water detention/retention ponds, open drains or ditches on or through the Right of Way Area;

f. install masts, posts or poles on or through the Right of Way Area, whether for fences, clotheslines or any other purpose;

g. carry out blasting or aerial logging operations on the Lands; or

h. use or authorize the use of any portion of the Right of Way Area for the regular or organized parking of vehicles or equipment if such parking does not comply with the requirements of the Canadian Standards Association's Canadian Electrical Code, as may be amended from time to time.

10.4 Hydro shall be entitled to withhold its written permission in Section 10.3 if any action or thing in subparagraphs (a) to (h) in Section 10.3, alone or in combination with any other action or thing, in the reasonable opinion of Hydro:

a. 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;

b. may obstruct access to the Works or any part thereof by those authorized by Hydro; or

c. may by its operation, use, maintenance or existence on the Lands, create or increase any hazard to persons or property in relation to the Works.

10.5 The Grantor covenants and agrees that it will not use or authorize the use of the Right of Way Area for fuelling any vehicle or equipment.

11.0 COMPENSATION FOR DAMAGES

11.1 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 Lands, 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, or those for it is responsible in law, 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.

11.2 Compensation paid to the Grantor for merchantable timber pursuant to Section 11.1 will be calculated 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.

12.0 OBLIGATION TO COVER SOME LOSSES AND EXPENSES

12.1 On written notice and unless prohibited by provincial legislation or its tariff, Hydro must promptly pay the Grantor for any losses or expenses (including legal fees on a solicitor-client basis) of the Grantor or its employees, agents, contractors, and subcontractors, as the case may be, in any way because 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 and the exercise of vegetation management pursuant to paragraph 2.1(b)(iii) herein, 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.

13.0 DISPUTE RESOLUTION

13.1 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.

14.0. RUNS WITH THE LAND

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

15.0 NOTICE

15.1 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: Yale First Nation
P.O. Box 1869
Hope, British Columbia
V0X 1L0

Attention: [•Title]

Fax: (604) 863-2467

To Hydro: B.C. Hydro
12th Floor – 333 Dunsmuir Street
Vancouver, British Columbia
V6B 5R3

Attention: Manager, Properties

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.

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

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

16.0 GENERAL

16.1 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.

16.2 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.

16.3 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.

16.4 The parties agree that this Agreement will be registered in the provincial land title office. 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.

16.5 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.

16.6 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 and rights conferred upon Hydro and discharge obligations assumed by Hydro under this Agreement.

16.7 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.

17.0 INTERPRETATION

17.1 In this Agreement:

a. 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. reference to "party" or "parties" in this Agreement is a reference to Grantor or Hydro, or both, as the context requires;

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; and

e. any reference to a statute includes any regulations made pursuant to that statute and, unless expressly provided herein, includes a reference to all amendments made thereto and in force from time to time and any statute or regulation that may be passed which has the effect of supplementing or superseding that statute or those regulations.

Document 4: Distribution Statutory Right of Way (BC Hydro and TELUS)

STANDARD CHARGE TERMS
(YALE RIGHT OF WAY – DISTRIBUTION)

Filed by: British Columbia Hydro and Power Authority

These Filed Terms are deemed to be included in and form part of every Agreement which incorporates these Filed Terms by an election on the General Instrument.

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.

C. The statutory rights of way herein granted are necessary for the operation and maintenance of Hydro's and TELUS's undertakings.

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" will have 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 Statutory Right of Way Agreement, the General Instrument and all schedules attached to either of them;

c. "Area of the Works" means those portions of the Lands located within six (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. "Filed Terms" means these filed standard charge terms;

h. "Final Agreement" means the Yale First Nation Final Agreement among the Grantor, Canada and British Columbia;

i. "General Instrument" means the Form C General Instrument – Part 1 which refers to these Filed Terms and any other pages attached thereto;

j. "Grantor" means the person named as the transferor in item 5 of the General Instrument;

k. "Hydro" means British Columbia Hydro and Power Authority;

l. "Lands" means the lands and premises as are legally described in item 2 of the General Instrument;

m. "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;

n. "TELUS" means TELUS Communications Inc.; and

o. "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, alter, 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. maintain, repair, replace and use trails, 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, with the prior approval of the Grantor and any party with a registered interest in the affected areas, such approval not to be unreasonably withheld, delayed or conditioned, cut trees or growth outside the Area of the Works, if in the reasonable 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;

ii. Hydro and TELUS may pass and repass over, and maintain, repair replace and use, all roads, lanes 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 roads, lanes or bridges under paragraph 1.2c.ii, Hydro and TELUS may either:

A. construct, maintain, repair, replace and pass and repass over roads, lanes or bridges on the Lands; or

B. pass and repass over the Lands elsewhere than on 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 prior 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

C. 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 18.1 of this Agreement;

C. Hydro or TELUS, as the case may be, will pay compensation for any damage to the Lands resulting from the implementation of the work plan;

D. if Hydro or TELUS, as the case may be, determines in its reasonable judgment that an emergency situation exists or there are imminent safety concerns, 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 thereafter notify the Grantor; and

E. 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 Hydro and TELUS agree to provide the Grantor with an updated sketch of the Works from time to time, if the Works have been extended in the previous calendar year. The Parties confirm that this Agreement, and all of its terms and provisions, shall apply to such new works in their entirety.

3.3 Nothing in this Part 3.0 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, operation and maintenance of the Works and all matters incidental thereto.

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 simple interest 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 to third parties other interests on the Area of the Works, provided that any such grant of other interests shall not compromise or, by action of the Grantor or the grantee, damage, disrupt, adversely affect or interfere with the use by Hydro and TELUS of the Works or 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 thereon 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 Prior to undertaking construction on the Lands of any new Works which are not alterations, extensions or additions to existing Works, Hydro or TELUS, as the case may be, will deliver to the Grantor for prior approval, a sketch plan showing with reasonable accuracy the location of such new Works, which approval will not be unreasonably withheld, delayed or conditioned.

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 conditioned;

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;

c. the relocated Works will be covered by the terms and conditions of this Agreement; and

d. subject to the foregoing, the cost of such relocation will be borne by Hydro or TELUS, as the case may be.

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 made, based on actuals, after the relocation is complete; and

d. the relocated Hydro Works will be covered by the terms and conditions of this Agreement.

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 made, based on actuals, after the relocation is complete; and

d. the relocated TELUS Works will be covered by the terms and conditions of this Agreement.

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, which consent will not be unreasonably withheld, delayed or conditioned.

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 or any termination of this 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 this 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 created by either Hydro or TELUS pursuant to paragraph 1.2c.ii, which are no longer required in relation to such Works, unless the Grantor requests otherwise.

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 or any termination 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 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, or contaminate the Lands in the exercise of its vegetation management under paragraph 1.2c.vi, 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;

b. compensate the Grantor for and remediate the Lands from such contamination, to the extent caused by Hydro; or

c. 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 Despite section 16.1, Hydro and TELUS covenant with the Grantor to pay compensation to the Grantor, in accordance with generally accepted principles of timber valuation, for any merchantable timber cut or damaged by Hydro or TELUS on the Lands or outside of the Area of the Works 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 at all times save harmless and indemnify and keep indemnified 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 and the exercise of vegetation management pursuant to paragraph 1.2c.vi herein, 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 at all times save harmless and indemnify and keep indemnified 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's 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) or any further period of time agreed to by the parties, then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution in accordance with the provisions of the British Columbia Commercial Arbitration Act. 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 subsection 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 section 18.1, 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 a partnership controlled by TELUS or one of its Affiliates, TELUS may allow that partnership and its members to exercise any of the rights granted to TELUS in this Agreement, provided that TELUS ensures that the partnership and its members comply with TELUS's obligations in this Agreement. For greater certainty, TELUS shall remain fully liable for all of its obligations under this Agreement in such circumstances.

20.3 Hydro and TELUS's rights hereunder may be exercised by their respective employees, officers, representatives, contractors, subcontractors, agents, invitees, and licensees. For greater certainty, Hydro or TELUS, as the case may be, remains fully liable for all of its obligations in this Agreement despite the exercise of such rights by such other persons.

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: Yale First Nation
P.O. Box 1869
Hope, British Columbia V0X 1L0

Attention: [•Title]

Fax: (604) 863-2467

To Hydro: Manager, Properties
B.C. Hydro
12th 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 permitted assigns.

22.4 The parties agree that this Agreement will be registered in the provincial Land Title Office. 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 schedules attached to these Filed Terms or the General Instrument 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; and

d. any reference to a statute includes any regulations made pursuant to that statute and, unless otherwise expressly provided herein, includes a reference to all amendments made thereto and in force from time to time and any statute or regulation that may be passed which has the effect of supplementing or superseding that statute or those regulations.

Document 5: Gas Pipeline Transmission Statutory Right of Way (Westcoast Energy Inc.)

Document 6: Statutory Right of Way (Department of Fisheries and Oceans Canada)

TERMS OF INSTRUMENT – PART 2

ACCESS AND FISH FACILITIES RIGHT OF WAY

This Agreement made the _____________ day of _____________, 20__.

Between:

YALE FIRST NATION
PO Box 1869, 31300A Yates Street
Hope, British Columbia
V0X 1L0

(the "Grantor")

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

(the "Grantee")

WHEREAS:

A. The Grantor, Grantee and British Columbia have entered into the Final Agreement (as hereinafter defined);

B. Pursuant to [               ] lands were reserved and set apart for the Grantee to establish and maintain fishways or fish bypass channels;

C. The Final Agreement requires the Grantor to grant or issue to the Grantee this statutory right of way;

D. Pursuant to section 218 of the Land Title Act, R.S.B.C. 1996, c.250 as amended, a person may be able to create, by grant or otherwise in favour of the Crown a statutory right-of-way for any purpose necessary for the operation and maintenance of the Grantee's undertaking and registration of an instrument granting or otherwise creating a statutory right of way constitutes a charge on the Lands in favour of the Grantee and confers on the Grantee the right to use the Lands charged in accordance with the terms of the instrument, and the terms, conditions and covenants expressed in the instrument are binding on and take effect to the benefit of the Grantor and Grantee and their successors in title, unless a contrary intention appears.

E. The granting of this statutory right of way is necessary for the operation and maintenance of the Grantee's undertaking.

F. The Grantor is the Grantor in fee simple of the Lands.

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 General Instrument and all Schedules attached hereto;

b. "Effective Date" means the date upon which the Final Agreement will take effect;

c. "Fee" means the sum of $1.00 for the full term of the Agreement;

d. "Final Agreement" means the Yale Final Agreement between Yale First Nation, the Grantee and British Columbia, to which this form of agreement is appended and which incorporates this Agreement;

e. "General Instrument" means the Form C General Instrument – Part 1 which refers to these Terms of Instrument – Part 2 and any other pages attached thereto;

f. "Lands" means the lands and premises as are legally described in item 2 the General Instrument;

g. "Right of Way" means an exclusive, full, free and uninterrupted right, license, easement and right of way for the Grantee, Her agents, employees, contractors, subcontractors and other representatives, for and during the Term, to install, create, construct, operate, maintain, inspect, alter, remove, replace, use and repair sites for fishways or fish bypass channels (the "Works") on, over and across the Right of Way Area together with the right of free and uninterrupted access over the Lands to the Right of Way Area, with or without workmen, vehicles, machinery, materials and equipment, all for fishways or fish bypass channel purposes;

h. "Right of Way Area" means the portion(s) of the Lands described in the Plan, as they may be modified under this Agreement;

i. "Plan" means the Plan as defined in the General Instrument, provided if the General Instrument contains no such definition, then "Plan" will mean the plan described under the "description" column in item 3 of the General Instrument; and

j. "Term" means the term set out in Section 3.1 of the Agreement.

2.0 GRANT OF RIGHT OF WAY

2.1 The Grantor grants and conveys to the Grantee the Right of Way.

3.0 TERM OF RIGHT OF WAY

3.1 The Term will be for so long as the Right of Way is required by the Grantee, Her successors or permitted assigns.

3.2 The Term will be deemed to have commenced immediately upon the Effective Date.

4.0 COVENANTS OF THE GRANTEE

4.1 The Grantee covenants with the Grantor to:

a. pay the Fee to the Grantor 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 the Grantee, which relate to the Right of Way Area and which the Grantee is liable to pay;

c. keep the Right of Way Area in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation of the Right of Way Area 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 wilful 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 the Agreement.

5.0 COVENANTS OF THE GRANTOR

5.1 The Grantor covenants with the Grantee to:

a. permit the Grantee to peaceably enjoy and hold the rights granted in the 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 will limit the Grantor's right of inspection pursuant to Section 9.1;

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 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 the Grantee or those authorized by the Grantee;

iii. may by Her 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 the Agreement; and

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

6.0 RELOCATION OF THE WORKS DUE TO CHANGE

6.1 If a material change occurs to the Right of Way Area, 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 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. 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;

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

6.2 The costs of any relocation pursuant to Section 6.1 will be borne by the Grantee.

7.0 RELOCATION OF THE WORKS AT THE REQUEST OF THE GRANTOR

7.1 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 reasonable and suitable for use for the relocated Works considering construction, maintenance, operation and cost factors;

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

c. before any relocation, 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 the Agreement will cover the relocated Works.

8.0 GATES/DITCHES

8.1 The Grantee may install gates or ditches or both at either or both ends of the Right of Way Area, so as to prevent unauthorized vehicular access to and along the Right of Way Area. The Grantee will provide the Grantor with a key to any locks installed on any such gate.

9.0 INSPECTIONS

9.1 It will be lawful for the Grantor at all reasonable times to enter upon the Right of Way Area for the purpose of examining the Right of Way Area.

10.0 TERMINATION

10.1 The Grantee may, at any time and for any reason whatsoever, at Her election and on reasonable notice in writing to the Grantor, terminate the Agreement and the Agreement thereafter will be of no further effect and the Grantee will 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, the Grantee, if the Agreement has been registered, will forthwith at Her expense provide a discharge thereof (provided that, if the Grantor is also required to execute any document in order for the Agreement to be discharged, it will forthwith execute such document upon request).

11.0 EFFECT OF TERMINATION

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

12.0   INDEMNITY

12.1 Subject to the Crown Liability and Proceedings Act (Canada) and the Financial Administration Act (Canada), Canada 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 the Agreement; and

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

13.0   DISPUTE RESOLUTION

13.1 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) or any further period of time agreed to by the parties then, on the agreement of the parties, the dispute may be referred to a single arbitrator for final resolution in accordance with the provisions of the British Columbia Commercial Arbitration Act. 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.

14.0   RUNS WITH THE LAND

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

15.0   PROPERTY OF THE GRANTEE

15.1 The Works will remain the property of the Grantee notwithstanding that the Works may be annexed or affixed to the Right of Way Area and the Grantee will at any time and from time to time be entitled to remove the Works in whole or in part from the Right of Way Area.

16.0   ASSIGNMENT

16.1 The 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.

16.2 The Grantee will not be liable for a breach of this Agreement which occurs after She has ceased to have an interest in the Right of Way Area.

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:
Yale First Nation
PO Box 1869, 31300A Yates Street
Hope, British Columbia
V0X 1L0
Fax: (604) 863-2467

To the Grantee:
Department of Fisheries and Oceans
Real Property and Technical Support
Suite #200 – 401 Burrard Street
Vancouver, British Columbia
V6C 3S4
Fax: (604) 666-7014

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 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.

18.2 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.

18.3 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.

18.4 Time will be of the essence of this Agreement.

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

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

18.7 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;

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; and

d. any reference to a statute includes any regulations made pursuant to that statute and, unless expressly provided herein, includes a reference to all amendments made thereto and in force from time to time and any statute and regulation that may be passed which has the effect of supplementing or superseding that statute or those regulations.

Document 7: Private Road Easement

PRIVATE ROAD EASEMENT

 

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

BETWEEN:

YALE FIRST NATION

 
___________________________________
[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:

1.0 DEFINITIONS

1.1 In this Agreement:

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

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

c. "Security" means the security for the performance of the Grantee's obligations as set out in paragraph 12 in the amount of [$xx]

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

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

2.0 RIGHTS AND PRIVILEGES ON EASEMENT AREA

2.1 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.

3.0 DURATION

3.1 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.

4.0 ANNUAL FEE

4.1 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.

5.0 COVENANT

5.1 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.

6.0 NON EXCLUSIVE USE

6.1 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.

7.0 COVENANTS OF THE GRANTEE

7.1 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.

8.0 CANCELLATION

8.1 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.

9.0 RELOCATION OF EASEMENT AREA

9.1 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).

10.0 THIRD PARTY NOTICE

10.1 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.

11.0 OWNERSHIP OF COMMERCIALLY VALUABLE TIMBER

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

12.0 SECURITY

12.1 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.

13.0 DISPUTES

13.1 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 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.

14.0 NOTICE

14.1 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.

15.0 WAIVER AND CONSENT

15.1 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.

16.0 REMEDIES

16.1 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.

17.0 ENUREMENT

17.1 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.

18.0 INTERPRETATION

18.1 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.

Document 8: Road Access Agreement (BC Hydro) – Top Landing

ROAD ACCESS Agreement – TOP LANDING PARCELS

 

THIS ROAD ACCESS AGREEMENT ("Agreement") is made as of the _____ day of _____________, 20___,

BETWEEN:

YALE FIRST NATION

(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

("BC Hydro")

BACKGROUND

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 BC Hydro with respect to the Access Areas as hereinafter defined;

C. BC Hydro requires a right of way through the Top Landing Parcels for road access to the Transmission ROW, as hereinafter defined, and the right to use the Top Landing Parcels, if necessary, for the construction of transmission works related to the Transmission ROW;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of $10 now paid by BC Hydro to the Grantor and of the premises and 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 AND INTERPRETATION

1.1 In this Agreement:

a. "Access Areas" means:

i. any road, street or trail existing from time to time in the Top Landing Parcels, that provides access, directly or indirectly, to the Transmission ROW; and

ii. any portion of the Top Landing Parcels that is required for the construction or relocation of the Transmission ROW, including staging grounds, work camps, storage facilities, and transmission works;

b. "Access Rights" are those rights granted and authorized in section 2;

c. "Additional Fees" means the amounts set out in section 4.1;

d. "Artifact" means any burial site, human remains, or any Indian artifact of archaeological or cultural value;

e. "Authority" means any one, or any combination of federal, provincial, municipal, local, and other governmental and quasi-governmental authorities, departments, commissions, and boards having jurisdiction, including any law or bylaw of the Grantor not inconsistent with this Agreement;

f. "Effective Date" means the effective date of the Final Agreement;

g. "Council" means the Grantor's governing council;

h. "Environment" means the components of the earth and includes:

i. air, land, and water;

ii. all layers of the atmosphere;

iii. all organic and inorganic matter and living organisms; and

iv. the interacting natural systems that include components referred to in paragraphs (i) to (iii);

i. "Environmental Laws" means any Laws relating, in whole or in part, to the protection and enhancement of the Environment, public health, public safety, and the transportation of dangerous goods;

j. "Federal Court" means the court established by the Federal Courts Act, R.S.C. 1985, c. F-7, and any regulations made under it, all as amended or replaced from time to time;

k. "Final Agreement" means the Yale First Nation Final Agreement among the Grantor, Canada and British Columbia;

l. "Laws" means applicable legislation (including Environmental Laws), regulations, rules, codes, guidelines, tariffs, and standards of an Authority;

m. "Minerals" means ore of metal and every natural substance that can be mined and that:

i. occurs in fragments or particles lying on, above, or adjacent to the bedrock source from which it is derived and commonly described as talus; or

ii. is in the place or position in which it was originally formed or deposited, as distinguished from loose, fragmentary, or broken rock or float, which, by decomposition or erosion of rock, is found in wash, loose earth, gravel, or sand; and

iii. includes coal, petroleum, and all other hydrocarbons (regardless of gravity and how or where recovered), natural gas, methane, coal bed methane, and other gases, building and construction stone, limestone, dolomite, marble, shale, clay, sand, and gravel;

n. "Party" means a Party to this Agreement, and "Parties" means both of them;

o. "Responsible Person" includes BC Hydro's directors, officers, servants, employees, agents, contractors and subcontractors, licensees, invitees, or any person over whom BC Hydro may reasonably be expected to exercise control or is in law responsible;

p. "Term" means the period commencing on the Effective Date and continuing until this Agreement is replaced by a statutory right of way registered in the provincial Land Title Office granting BC Hydro access through the Top Landing Parcels to the Transmission ROW, for so long as required by BC Hydro;

q. "Top Landing Parcels" means those lands, outlined in heavy black line in the sketch attached as Schedule "A", that are to be transferred to the Grantor on or after the Effective Date in accordance with the Final Agreement; and

r. "Transmission ROW" means the right of way for the "Interior Lower Mainland (ILM) Transmission ROW", as shown generally in the sketch attached as Schedule "A", that is located in (i) a corridor comprised of Crown land, or (ii) any portion of the Top Landing Parcels that is required for a re-alignment or relocation of the Interior Lower Mainland (ILM) Transmission ROW, as permitted under the Final Agreement.

1.2 Any defined term will be read as having an appropriate corresponding meaning if referred to in the singular, plural, verb, or noun form.

1.3 With respect to any obligation on the part of BC Hydro under this Agreement, any reference to BC Hydro includes its servants, officers, employees, agents, contractors, sub-contractors, invitees, licensees, successors, assigns, and those for whom it is responsible in law.

1.4 BC Hydro's rights hereunder may be exercised by its employees, officers, representatives, contractors, subcontractors, agents, invitees and licensees. Notwithstanding the foregoing BC Hydro shall remain liable for its obligations hereunder.

1.5 The structure of this Agreement is as follows: article (e.g., 1.0), section (e.g., 1.1), and subsection (e.g., 1.1a). Unless otherwise stated, any reference to an article, section, or subsection means the appropriate part of this Agreement.

1.6 All headings are for convenience and reference only. They are not to be used to define, limit, enlarge, modify, or explain the scope or meaning of any provision.

1.7 All words in the singular will include the plural, and vice-versa, where the context allows.

1.8 In this Agreement:

a. "includes" means "includes, without limitation,";

b. "including" means "including, without limitation,";

c. "BC Hydro will not use" includes "BC Hydro will not use, or suffer or permit the use of,"; and

d. "BC Hydro will not cause" includes "BC Hydro will not cause, permit, or suffer".

2.0 GRANT OF RIGHT OF WAY

2.1 The Grantor hereby grants and issues this Agreement to BC Hydro to use the Access Areas for the Access Rights, with or without vehicles, equipment, machinery or materials, on, for the Term, subject to the provisos, exceptions and reservations in this Agreement.

2.2 BC Hydro will have the right to occupy, pass and repass over the Access Areas, with or without vehicles, equipment, machinery or materials, to such extent as may reasonably be required by BC Hydro in relation to this Agreement.

2.3 If access to the Transmission ROW cannot be obtained using an existing road, street, bridge or helicopter pad, BC Hydro may construct a road, trail, bridge or helicopter pad on or through the Top Landing Parcels to secure such access, provided:

a. the Grantor gives its prior consent, such consent not to be unreasonably withheld, delayed or conditioned, except in the event of an emergency, where prior consent will not be required and BC Hydro will give notice to the Grantor as soon as reasonably possible thereafter; and

b. BC Hydro will compensate any affected person or entity for any damage to the Top Landing Parcels suffered as a result.

2.4 The Grantor acknowledges that BC Hydro may be required to construct its transmission works outside of the Transmission ROW on one or more portions of the Top Landing Parcels, or to use one or more portions of the Top Landing Parcels in order to construct its transmission works. In such event, the Grantor hereby authorizes BC Hydro, for no charge or expense, to use and occupy such portion of the Top Landing Parcels for the construction of its works, with the right to control and exclude others from such areas, free of any interference by the Grantor.

3.0 FEES

3.1 On or before the Effective Date, BC Hydro will pay to the Grantor the prepaid fee of TEN DOLLARS ($10.00) for the Term.

4.0 ADDITIONAL FEES

4.1 Upon notice from the Grantor, BC Hydro will promptly pay the Grantor for any damage, loss, or expense of the Grantor (together with an administration fee of 15% of the damage, loss, or expense) because of a breach of any of BC Hydro's covenants in this Agreement.

5.0 NON-EXCLUSIVE USE

5.1 Notwithstanding anything else in this Agreement, BC Hydro acknowledges and agrees that:

a. its use of any road, street, or trail on the Access Areas is non-exclusive; and

b. subject to the Access Rights, the Grantor may grant other interests in the Access Areas without the consent of BC Hydro, and without notice to BC Hydro, provided that any such grant will not interfere with BC Hydro's right to use the Access Areas as permitted under this Agreement.

6.0 COVENANTS OF BC HYDRO

6.1 BC Hydro will not commit any waste or nuisance on the Access Areas.

6.2 BC Hydro will not cause any rubbish or debris to be placed or left on the Access Areas.

6.3 BC Hydro will immediately notify the Grantor of any Artifact it discovers in the course of effecting any repairs to the Access Areas, and ensure its preservation to the greatest extent practicable.

6.4 If any legal control survey monuments are disturbed, damaged or destroyed by BC Hydro, BC Hydro will ensure that they are replaced by a duly qualified surveyor to the satisfaction of the Surveyor General of British Columbia.

6.5 BC Hydro will not remove or use any Minerals on the Top Landing Parcels or on any of the Access Areas.

6.6 BC Hydro will not construct, install or maintain anything on the Access Areas pursuant to the terms of this Agreement, except as provided in subsection 2.4.

6.7 BC Hydro will not fence or interfere with the Grantor's use and access to the Access Areas.

7.0 PROTECTION OF THE ENVIRONMENT

7.1 BC 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.

8.0 REPAIR

8.1 BC Hydro will take reasonable care to avoid causing damage to the Access Areas, and will repair and restore any damage that BC Hydro or a Responsible Person causes to the Access Areas, promptly on demand from the Grantor, to the condition existing immediately prior to the damage occurring, but shall not be responsible for restoring or repairing:

a. ordinary wear and tear related to its use, or

b. damage or destruction caused by others.

9.0 END OF THE TERM

9.1 If BC Hydro no longer requires the Access Areas for the Access Rights, then, except as otherwise expressly provided in this Agreement, this Agreement and everything contained in it will terminate upon notice by BC Hydro and without any other act or legal proceeding and the Grantor may enjoy the Access Areas as if the Agreement had not been made.

9.2 Notwithstanding a declaration by the Grantor that this Agreement has ended the Grantor will be entitled to recover from BC Hydro:

a. any Additional Fees then accrued or accruing;

b. all losses and damages arising from damage caused by BC Hydro; and

c. any other amounts allowed by law,

9.3 and enforce any right of action (including a right of action under any provisions that survive the expiration or earlier termination, of this Agreement) against BC Hydro in respect of any prior breach of BC Hydro's covenants.

9.4 Upon expiry or earlier termination of the Agreement, BC Hydro will cease using the Access Areas unless otherwise duly authorized in writing to do so.

10.0 ASSIGNMENT

10.1 This Agreement or the Access Rights may be assigned or transferred by BC Hydro to a third party, provided that the assignment or transfer will be deemed not to be effective until the assignee or transferee executes and delivers to the Grantor written confirmation that it will comply with and be bound by the terms of this Agreement.

10.2 BC Hydro will give notice to the Grantor within a reasonable period of time following an assignment.

10.3 If this Agreement has been registered in a land registry, then any interests assigned or granted under this subsection 10.1 must be submitted for registration in a registerable form to that land registry.

11.0 OTHER RIGHTS

11.1 BC Hydro will use and occupy the Access Areas in common with every person having a legal right to use the Access Areas.

12.0 LAWS & TAXES

12.1 BC Hydro must comply, at its own expense, with all Laws that lawfully apply to this Agreement or the Access Rights.

12.2 BC Hydro must pay, or cause to be paid, when due (subject to any appeals allowed by the Authority or by law) all applicable taxes, levies, charges and assessments that lawfully apply to this Agreement.

12.3 The Grantor covenants with BC Hydro that:

a. BC 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, and by the exercise of any authority under the Final Agreement; and

b. without limiting the generality of subsection 12.3(a), BC Hydro, in the exercise of its rights under this Agreement, is only subject to industry standards and to the lawful requirements of any one or a combination of federal and/or provincial authorities, and their respective applicable statutes, regulations and by-laws.

13.0 BC HYDRO TO USE ACCESS AREAS AT ITS OWN RISK

13.1 The Grantor is under no obligation to provide any service to the Access Areas, or to maintain or repair the Access Areas.

13.2 The Grantor will have no liability for any loss, injury, or damages suffered or incurred by BC Hydro as a result of its use of the Access Areas, unless caused by the wilful act or omission of the Grantor or those for whom it is responsible in law.

14.0 DEFAULT

14.1 If the Grantor gives BC Hydro notice that it has defaulted on any of its obligations owed to the Grantor under this Agreement, then BC Hydro must rectify the breach within 90 days of the notice or, if the breach cannot reasonably be rectified within 90 days, such further period as BC Hydro may request and the Grantor may approve, such approval not to be unreasonably withheld. If BC Hydro fails to rectify the breach in such time, then the Grantor may authorize the rectification of the breach in any manner the Grantor considers appropriate, the costs of which are immediately due upon BC Hydro receiving written notice (along with relevant invoices) of the costs.

14.2 All remedies of a Party under this Agreement or at law may be exercised at the same time. Any action taken for one default does not prevent any action being taken for any other default.

14.3 No condoning, excusing or overlooking by the Grantor of any default of the Agreement operates as a waiver of, or otherwise affects the rights of, the Grantor in respect of any continuing or subsequent default.

15.0 REMEDIES

15.1 All rights and remedies of the Grantor are cumulative and are in addition to and do not exclude any other right or remedy provided in this Agreement or otherwise allowed by law. All rights and remedies of the Grantor may be exercised concurrently.

15.2 On written notice and unless prohibited by provincial legislation or its tariff, BC Hydro must promptly pay the Grantor for any losses or expenses (including legal fees on a solicitor-client basis) of the Grantor or its employees, agents, contractors, and subcontractors, in any way because of:

a. a default of any obligations of this Agreement; or

b. the injury, death, loss, or expense of any person in any way because of the use of the Access Areas by BC Hydro or any other person on the Access Areas because of its rights under this Agreement (however, this does not apply to the extent arising from the wilful or negligent acts or omissions of, or breach of this Agreement by, the Party claiming the indemnity or its employees, agents, contractors, and subcontractors).

15.3 This article survives the termination of this Agreement.

16.0 DISPUTE RESOLUTION

16.1 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 negotiation, including timely disclosure of all relevant facts, information and documents;

b. either Party may, at any time, by written notice to the other Party, 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 16.1(b) then, on the agreement of the Parties, the dispute may be referred to a single arbitrator for final resolution;

d. if the Parties do not agree to arbitration as provided in subsection 16.1(c), then either Party may refer the matter to the Federal Court and, in such circumstance, the decision of the Federal Court will be final and binding upon the Parties; and

e. if the Federal Court refuses jurisdiction or otherwise fails to determine the dispute, then the dispute may be referred by either Party to any other court of competent jurisdiction and the Parties may exercise any other right or remedy they may have under this Agreement or otherwise.

16.2 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.

17.0 INDEMNITY AND INTEREST

17.1 BC Hydro will at all times save harmless and indemnify and keep the Grantor indemnified against and be responsible for all claims, demands, actions, suits or other legal proceedings by whomsoever made or brought against the Grantor, as the case may be, by reason of or arising out of any act or omission on the part of BC Hydro or its servants, officers, employees, agents, contractors, sub-contractors, invitees, licensees, successors, permitted assigns, and those for whom it is responsible in law, in respect of or in relation to the Access Areas.

18.0 NO REPRESENTATIONS AND WARRANTIES

18.1 This Agreement is issued on an "as is – where is" basis. The Grantor makes no representation or warranty as to:

a. the condition, fitness, or suitability for purpose of the Access Areas for the Access Rights; or

b. compliance of the Access Areas with any Laws.

18.2 BC Hydro confirms that it is satisfied that the Access Areas are suitable for its intended uses and that those uses are within the scope of the Access Rights.

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 DELIVERY

20.1 All deliveries of Additional Fees, notices, or otherwise must be made in accordance with this article to the following addresses:

To the Grantor:

Yale First Nation
_____________________, British Columbia

_____________

Attention: _______________

Fax: __________________

 

To BC Hydro at:

Director, Properties Division
BC Hydro
12th Floor, 333 Dunsmuir Street
Vancouver, BC
V6B 5R3
Fax: (604) 623-3951

20.2 If any question arises as to the date on which delivery was made, it will be deemed to have been made:

a. (except in the case of Additional Fees) if sent by fax before 3:00 p.m. Pacific time, on the day of transmission;

b. (except in the case of Additional Fees) if sent by fax after 3:00 p.m. Pacific time, on the next business day;

c. if sent by mail, on the sixth day after it is mailed; or

d. if sent by any means other than fax or mail, the day it is received.

20.3 If the postal service is interrupted, or threatened to be interrupted, then any delivery will only be sent by means other than fax or mail.

20.4 Any change in contact information will take effect 30 days after the notice is delivered to the other Party.

21.0 GENERAL PROVISIONS

21.1 All of BC Hydro's covenants are at its own cost and expense.

21.2 Neither BC Hydro nor any Responsible Person shall be under any obligation to pay any fee, charge, assessment or levy in connection with this Agreement. It is acknowledged and agreed that BC Hydro and each Responsible Person shall be entitled to exercise the rights granted to BC Hydro hereunder without any interruption or interference from the Grantor, or those for whom the Grantor is responsible in law, and without having to pay any additional fee, charge, assessment or levy, on any basis whatsoever, for the exercise of any right hereunder.

21.3 If a provision states that it survives the expiration of this Agreement, then the survival of the provision is only to the extent required for the performance of any covenants pertaining to it, and BC Hydro's entry on the Access Areas after the expiration of this Agreement will only be at such times and upon such terms and conditions as the Grantor may from time to time specify in writing.

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

21.5 No modifications of this Agreement are effective unless in writing and executed in the same manner as this Agreement.

21.6 Time is of the essence in this Agreement.

21.7 No ambiguity in any of the terms of this Agreement will be interpreted in favour of any Party.

21.8 If any part of this Agreement is declared or held invalid for any reason, then the invalidity of that part will not affect the validity of the remainder, which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion.

21.9 This Agreement will accrue to the benefit of, and be binding upon the Parties and their respective successors and permitted assigns.

21.10 Without limiting the generality of Section 12.3(b), if and to the extent that the Grantor has or acquires any powers that may affect the exercise of BC Hydro's rights hereunder, it shall not pass, and BC Hydro shall not be bound by, any law or bylaw inconsistent with the terms and intent of this Agreement.

21.11 No waiver will be inferred from anything done or omitted to be done by the Grantor, but only from an express waiver in writing.

21.12 BC Hydro warrants and represents to the Grantor that BC Hydro:

a. has the corporate authority under its documents of incorporation to enter into this Agreement and to perform all of BC Hydro's covenants contained in this Agreement; and

b. is a company duly incorporated under the laws of British Columbia.

21.13 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 BC Hydro's transmission system, and accordingly BCTC may exercise rights and discretion conferred upon BC Hydro and discharge obligations assumed by BC Hydro under this Agreement.

21.14 This Agreement will create an easement against the Top Landing Parcels, ranking ahead of all other liens, charges and encumbrances granted or created in the Top Landing Parcels after the Effective Date.

21.15 The Parties acknowledge and agree that title to the Top Landing Parcels will be transferred to the Grantor pursuant to the Final Agreement but not raised in the provincial Land Title Office until after completion of the Transmission ROW. Until title is raised in the provincial Land Title Office, the Grantor agrees to give notice of this Agreement to third parties who conduct searches of the Top Landing Parcels, or who may acquire interests in the Top Landing Parcels after the Effective Date, and to advise them of this Agreement, and of the priority that this Agreement has over any interests granted or created in the Top Landing Parcels after the Effective Date.

21.16 Once the Transmission ROW has been constructed, the Parties agree that an "as built" survey of the Transmission ROW will be prepared, and any area on which transmission works have been constructed will be excluded from the Top Landing Parcels and transferred to British Columbia for addition to the Transmission ROW.

21.17 The Grantor agrees to give BC Hydro notice of its intention to raise title to the Top Landing Parcels in the provincial Land Title Office so that appropriate and timely arrangements can be made between them for this Agreement to be surrendered, effective on the date of registration of a statutory right of way agreement granting BC Hydro access through the Top Landing Parcels to the Transmission ROW.

21.18 Wherever the Grantor is required or has the right to do anything in this Agreement, including, but not limited to the giving or withholding of consents or approvals, the Grantor may act through its Council.

21.19 BC Hydro's rights in this Agreement may be exercised by any Responsible Person, who will be required to abide by such obligations of BC Hydro as are applicable to the rights being exercised. For greater certainty, BC Hydro will continue to be liable for the performance of its covenants under this Agreement, despite authorizing any Responsible Person to exercise its rights under this Agreement.

21.20 The Grantor covenants and agrees that it will not expropriate any of the rights granted to BC Hydro under this Agreement.

21.21 If any provision in this Agreement 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.

21.22 If a portion of the Top Landing Parcels is subsequently granted or transferred, in whole or in part, to a third Party, including a member of the Grantor, then such transferee shall be considered a "Grantor" within the meaning of this Agreement, together with:

a. any other applicable transferee of a portion of the Top Landing Parcels, and

b. the Grantor,

as and to the extent reasonably appropriate.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written on page 1.

EXECUTED by the
YALE FIRST NATION, pursuant to the consent of a majority of Council, in the presence of:


___________________________
Witness
___________________________
Print Name of Witness
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YALE FIRST NATION
Per:

__________________________________
EXECUTED in the presence of:

____________________________
Witness
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BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, by its authorized signatory:
_________________________________
Signature
_________________________________
Name (Printed)
_________________________________
Title:

I have the authority to bind the corporation

SCHEDULE "A"

Sketch of the Top Landing Parcels

Document 9: Right of Way Agreement (Ministry of Forests and Range) – Top Landing

RIGHT-OF-WAY AGREEMENT

 

This Agreement is dated for reference _____________________, 20_____.

 

BETWEEN:

YALE First Nation
PO Box 1869, 31300A Yates Street
Hope, British Columbia
V0X 1L0

("the Grantor")

AND:

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE
OF BRITISH COLUMBIA AS REPRESENTED BY THE
MINISTER OF FORESTS AND RANGE c/o Resource Tenures
Branch, 2nd Floor, 1675 Douglas Street, PO Box 9510 Stn Prov
Govt, Victoria, British Columbia, V8W 9C2

(the "Forest Service")

WHEREAS:

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

B. The Grantor is the owner of the Lands.

C. The Final Agreement provides that the Grantor will grant a right-of-way over the Lands to the Forest Service on the terms and conditions set out in this Agreement.

D. The right-of-way is necessary for the operation and maintenance of an undertaking of the Forest Service.

NOW THEREFORE, in consider of the payment under 4.1 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, words and expressions appearing in this Agreement which are defined in the Final Agreement shall for the purpose of this Agreement have the meaning ascribed to them in the Final Agreement unless otherwise defined or modified in this Agreement.

1.2 In this Agreement:

a. "Agreement" means this Right-of-Way Agreement and all schedules attached to it;

b. "Effective Date" means the date upon which the Final Agreement will take effect;

c. "Final Agreement" means the Yale First Nation Final Agreement between the Grantor, Canada and British Columbia;

d. "Lands" means the lands and premises more particularly shown and described in Schedule "A";

e. "Right of Way Area" means that portion of the Lands outlined in bold on the plan attached as Schedule "B";

f. "Roads" means that portion of the surface area of the Right-of-Way Area constructed and used for vehicular passage and includes all works, including road surfacing, bridges, fences, gates, signs and sign posts, drainage and support works, traffic control structures, and other works required to maintain the integrity of the traveled surface of the Right-of-Way Area.

2.0 GRANT OF RIGHT-OF-WAY

2.1 The Grantor grants to the Forest Service and to the Forest Service's employees, agents, invitees, licensees, permittees and contractors, the full, free and uninterrupted right, licence, liberty, privilege, easement and non-exclusive right-of-way in common with the Grantor and the Grantor's employees, agents, invitees, licensees, permittees and contractors to pass and repass along, and over the Right-of-Way Area for all Forest Practices purposes, including to transport logs and other forest resources from provincial Crown lands and for all purposes necessarily ancillary to these purposes including the construction, relocation and deactivation of Roads, access for silviculture purposes, forest health and helidrop sites (but not for the purpose of parking vehicles or placing any vehicle or equipment so as to block any cross-road, driveway or entrance or exit ramp).

3.0 FOREST SERVICE EXPENDITURES

3.1 Should any of the existing Roads become a Forest Service road by acquisition under Section 121 of the Forest Act:

a. all improvements made to existing Roads by the Forest Service shall for all purposes be deemed to be the property of the Forest Service, notwithstanding any presumption of law to the contrary;

b. none of the payments made under this Agreement will be considered as toll charges, nor establish any consideration of an income stream for the determination of just compensation; and

c. the Forest Service will not use the foregoing expenditures for the purposes of claiming any existing Road as a public or Forest Service road.

4.0 PAYMENT

4.1 The Forest Service will pay the Grantor a fee of $1.00, the receipt and sufficiency of which is hereby acknowledged, for the rights granted under this Agreement.

5.0 TERM AND TERMINATION

5.1 This Agreement will take effect on the Effective Date and, subject to 5.2, will continue until this Agreement is replaced by a statutory right of way registered in accordance with the Final Agreement and the Land Title Act.

5.2 The Forest Service may terminate this Agreement by giving the Grantor three (3) months written notice.

6.0 PROMISES

6.1 The Forest Service will:

a. use, and permit the use of, the Right-of-Way Area only for the purposes set out in paragraph 2.1 and for no other purpose without the express written consent of the Grantor, which consent shall not be unreasonably withheld;

b. use, and permit the use of, the Right-of-Way Area so as not to cause any damage or disturbance to the Right-of-Way Area or the Lands and in particular, but without limitation, to the natural drainage pattern of the Lands;

c. use reasonable efforts to prevent, control and extinguish any fire on the Lands or any lands adjacent to the Lands which the Forest Service, its employees, agents, invitees, licensees, permittees or contractors may cause, and will conform to and observe the provisions of the applicable forestry legislation (as amended or replaced from time to time), any other statutes and regulations or any agreements between the parties with respect to fire suppression that are in force or may in the future be enacted or made regarding the prevention of fires;

d. indemnify and save harmless the Grantor from and against any and all losses, claims, damages, actions, causes of actions, costs and expenses that the Grantor may sustain, incur, suffer or be put to arising out of the use of the Right-of-Way Area by the Forest Service, its employees, agents, invitees, licensees, permittees or contractors, excepting always liability arising out of the acts or omissions of the Grantor, its employees, agents, invitees, licensees, permittees or contractors;

e. maintain the Right-of-Way Area only for the users and purposes set out in paragraph 2.1, only to a standard necessary for those purposes, and only during periods of use by the Forest Service or its employees, agents, invitees, licensees, permittees or contractors as provided in this Agreement; and

f. ensure that the use of the Right-of-Way Area by the Forest Service, its employees, agents, invitees, licensees, permittees or contractors does not obstruct the Right-of-Way Area.

6.2 The Grantor will not do or knowingly permit to be done any act or thing, including authorizing other users of the Right-of-Way Area, which will interfere with or injure the use of the Right-of-Way Area by the Forest Service or its employees, agents, invitees, licensees, permittees or contractors as provided in this Agreement.

7.0 NOTICE

7.1 Any notice, document or communication required or permitted to be given under this agreement must be in writing and will be deemed to have been given if delivered by hand, courier, registered mail, or fax to the party to whom it is to be given as follows:

To the Forest Service:

For operations matters:
Operations Manager
Chilliwack Forest District
Ministry of Forests and Range
Address:
Phone:
Fax:

For matters related to the terms of this agreement:
Manager of Real Estate Operations
Resource Tenures and Engineering Branch
Ministry of Forests and Range
PO Box 9510 Stn Prov Govt
Victoria, British Columbia, V8W 9C2
Phone: 250-387-8300
Fax: 250-387-6445

To the Grantor:

Yale First Nation
PO Box 1869, 31300A Yates Street
Hope, British Columbia
V0X 1L0
Phone:
Fax:

or at such other addresses as the parties hereto may from time to time designate in writing.

8.0 RELOCATION OF ROADS AT GRANTOR'S REQUEST

8.1 The Grantor may, by written notice delivered to the Forest Service, require the Forest Service to relocate all or a portion of the Roads to another location on the Lands. The Forest Service will relocate the Roads to a new location within the Lands provided that:

a. the new location is, in the reasonable opinion of the Forest Service, suitable for the purposes identified in this Agreement;

b. the Grantor gives the Forest Service such notice as the Forest Service requires to permit proper design, planning and construction of the Roads to be relocated;

c. before any relocation, the Grantor has paid to the Forest Service all of the reasonable costs and expenses of the relocation, as estimated by the Forest Service, including costs of design, supervision and construction, to which appropriate adjustments based on actual expenditures will be made after the relocation is complete; and

d. the terms and conditions of this Agreement will cover the relocated Roads and the Right-of-Way Area will be deemed to include right of way for the relocated Road.

9.0 RELOCATION OF ROADS REQUESTED BY THE FOREST SERVICE

9.1 If for any reason the whole or a portion of the Right-of-Way Area becomes unsuitable for the purposes described in paragraph 2.1, then the Grantor will, at no cost to the Forest Service, consent to relocating and replacing the Right-of-Way Area elsewhere on the Lands as follows:

a. the Forest Service will, before undertaking any relocation work, deliver a sketch plan to the Grantor indicating the contemplated relocation of the Roads for approval by the Grantor, which approval will not be unreasonably withheld, delayed or made subject to compensation or to any unreasonable conditions;

b. the Forest Service will take into account any likely material effect of the relocated Roads on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by the Forest Service for the relocated Roads in relation to alternative locations;

c. the Forest Service will design, prepare and construct the relocated Roads at no cost to the Grantor; and

d. the terms and conditions of this Agreement will cover the relocated Roads and the Right-of-Way Area will be deemed to include right-of-way for the relocated Roads.

10.0 DEFAULTS

10.1 If the Forest Service, its employees, agents, invitees, licensees, permittees and contractors default in the observance and performance of any material term and condition contained in this Agreement and such default is not remedied within a reasonable period of time after the Grantor has given notice to the Forest Service specifying the default and requesting it be cured, the Grantor may suspend those rights of the Forest Service under this Agreement which pertain to the default while the default continues. Any failure by the Grantor to exercise its rights with respect to any particular default of the Forest Service shall not operate as a waiver of its rights with respect to any continuing subsequent default.

11.0 STATUS OF AGREEMENT

11.1 This Agreement constitutes a charge running with the Lands.

12.0 ENUREMENT

12.1 This Agreement will enure to the benefit of and be binding upon the Grantor and the Forest Service and their respective successors and permitted assigns. The word Grantor is deemed to include the heirs, executors, administrators, successors, and assigns, wherever the context so admits.

13.0 GOVERNING LAW

13.1 This Agreement will be governed by and construed in accordance with the laws in force from time to time in British Columbia.

14.0 DISPUTE RESOLUTION

14.1 If a dispute arises between the parties concerning the interpretation or implementation of this Agreement, the parties will meet as soon as is practicable and will attempt to resolve the dispute.

14.2 If a dispute is not resolved under 14.1, either party may refer the matter to be resolved in accordance with Chapter 24 Dispute Resolution of the Final Agreement.

15.0 ASSIGNMENT

15.1 Unless otherwise agreed to in writing by the parties, this Agreement may not be assigned, either in whole or in part, by either party.

16.0 GENERAL

16.1 The parties acknowledge and agree that the Lands will be transferred to the Grantor in accordance with the Final Agreement but not registered in accordance with the Land Title Act until after BC Hydro constructs transmission works on the Crown Corridor described in Appendix D-1, Map 6 of the Final Agreement.

16.2 The Grantor agrees to give the Forest Service notice of its intention to register the Lands in accordance with the Final Agreement and the Land Title Act so that appropriate and timely arrangements can be made between them for this Agreement to be surrendered, effective on the date of registration of a statutory right of way agreement granting the Forest Service access over the Right of Way Area in perpetuity for Forest Practices purposes.

16.3 This Agreement may not be amended except by written agreement signed by both parties to this Agreement.

16.4 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.

16.5 This Agreement sets forth the entire agreement between the parties in respect of the subject matter of this Agreement and, except as set out in this Agreement, there is no representation, warranty, collateral agreement, condition, right or obligation affecting this Agreement.

16.6 Time will be of the essence in this Agreement.

16.7 This Agreement:

a. is not part of the Yale First Nation Final Agreement; and

b. is not a treaty or land claims agreement and does not create, recognize or affirm aboriginal or treaty rights, within the meaning of sections 25 and 35 of the Constitution Act, 1982.

16.8 In this Agreement:

a. 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;

b. 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; and

c. any reference to a statute includes any regulations made pursuant to that statute and, unless expressly provided herein, includes a reference to all amendments made thereto and in force from time to time and any statute and regulation that may be passed which has the effect of supplementing or superseding that statute or those regulations.

THIS AGREEMENT HAS BEEN EXECUTED as of the Effective Date.

SIGNED on behalf of Yale First Nation
by its authorized representative
in the presence of


___________________________
___________________________
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)
)
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by its Authorized Representative


__________________________________
__________________________________
Name/Title
SIGNED on behalf of Her Majesty the
Queen in Right of the Province of
British Columbia by a duly authorized
representative of the Minister of Forests
and Range in the presence o

____________________________
____________________________
Witness
)
)
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)
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)
)
_________________________________
Authorized Signatory
Jim Langridge, Director
Resource Tenures Branch
Ministry of Forests and Range

SCHEDULE "A"

Sketch of the Top Landing Parcels

SCHEDULE "B"

Sketch of the Right of Way Area

Document 10: Debris Anchor Trap and Road Statutory Right of Way (Ministry of Forests and Range) – Indian Reserve 9

TERMS OF INSTRUMENT – PART 2

 

Right of Way Agreement

 

This Agreement is dated for reference ___________________, 20_____.

 

BETWEEN:

YALE First Nation
PO Box 1869, 31300A Yates Street
Hope, British Columbia
V0X 1L0

("the Grantor")

AND:

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE
OF BRITISH COLUMBIA AS REPRESENTED BY THE
MINISTER OF FORESTS AND RANGE c/o Resource Tenures
Branch, 2nd Floor, 1675 Douglas Street, PO Box 9510 Stn Prov
Govt, Victoria, British Columbia, V8W 9C2

(the "Forest Service")

WHEREAS:

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

B. The Grantor is the registered owner of the Lands.

C. The Final Agreement provides that the Grantor will grant a right-of-way over the Lands to the Forest Service on the terms and conditions set out in this Agreement.

D. The right-of-way is necessary for the operation and maintenance of an undertaking of the Forest Service.

 

NOW THEREFORE, in consider of the payment under 4.1 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, words and expressions appearing in this Agreement which are defined in the Final Agreement shall for the purpose of this Agreement have the meaning ascribed to them in the Final Agreement unless otherwise defined or modified in this Agreement.

1.2 In this Agreement:

a. "Agreement" means this Right-of-Way Agreement, including the General Instrument, and all schedules attached hereto;

b. "Effective Date" means the date upon which the Final Agreement will take effect;

c. "Final Agreement" means the Yale First Nation Final Agreement between the Grantor, Canada and British Columbia;

d. "Fraser River Debris Trap" means the facility located on the Fraser River which is used to remove woody debris from the river, including the anchoring facilities located on the shore of the river;

e. "Lands" means the lands and premises as are legally described in Item 2 of the General Instrument;

f. "Right of Way Area" means those portions of the Lands described in the Plan referred to in Item 3 of the General Instrument, as they may be modified under this Agreement;

g. "Roads" means that portion of the surface area of the Right-of-Way Area constructed and used for vehicular passage and includes all works, including road surfacing, bridges, fences, gates, signs and sign posts, drainage and support works, traffic control structures, and other works required to maintain the integrity of the traveled surface of the Right-of-Way Area.

2.0 GRANT OF RIGHT-OF-WAY

2.1 The Grantor grants in perpetuity to the Forest Service and to the Forest Service's employees, agents, invitees, licensees, permittees and contractors, the full, free and uninterrupted right, licence, liberty, privilege, easement and non-exclusive right-of-way in common with the Grantor and the Grantor's employees, agents, invitees, licensees, permittees and contractors to pass and repass along, and over the Right-of-Way Area for all purposes related to the Fraser River Debris Trap, including the installation, maintenance, inspection, use, repair or replacement of the trap and associated facilities.

3.0 FOREST SERVICE EXPENDITURES

3.1 Should any of the existing Roads become a Forest Service road by acquisition under Section 121 of the Forest Act:

a. all improvements made to existing Roads by the Forest Service shall for all purposes be deemed to be the property of the Forest Service, notwithstanding any presumption of law to the contrary;

b. none of the payments made under this Agreement will be considered as toll charges, nor establish any consideration of an income stream for the determination of just compensation; and

c. the Forest Service will not use the foregoing expenditures for the purposes of claiming any existing Road as a public or Forest Service road.

4.0 PAYMENT

4.1 The Forest Service will pay the Grantor a fee of $1.00, the receipt and sufficiency of which is hereby acknowledged, for the rights granted under this Agreement.

5.0 TERM AND TERMINATION

5.1 This Agreement will take effect on the Effective Date.

5.2 The Forest Service may terminate this Agreement by giving the Grantor three (3) months written notice.

6.0 PROMISES

6.1 The Forest Service will:

a. use, and permit the use of, the Right-of-Way Area only for the purposes set out in paragraph 2.1 and for no other purpose without the express written consent of the Grantor, which consent shall not be unreasonably withheld;

b. use, and permit the use of, the Right-of-Way Area so as not to cause any damage or disturbance to the Right-of-Way Area or the Lands and in particular, but without limitation, to the natural drainage pattern of the Lands;

c. indemnify and save harmless the Grantor from and against any and all losses, claims, damages, actions, causes of actions, costs and expenses that the Grantor may sustain, incur, suffer or be put to arising out of the use of the Right-of-Way Area by the Forest Service, its employees, agents, invitees, licensees, permittees or contractors, excepting always liability arising out of the acts or omissions of the Grantor, its employees, agents, invitees, licensees, permittees or contractors;

d. maintain the Right-of-Way Area only for the users and purposes set out in paragraph 2.1, only to a standard necessary for those purposes, and only during periods of use by the Forest Service or its employees, agents, invitees, licensees, permittees or contractors as provided in this Agreement; and

e. ensure that the use of the Right-of-Way Area by the Forest Service, its employees, agents, invitees, licensees, permittees or contractors does not obstruct the Right-of-Way Area.

6.2 The Grantor will not do or knowingly permit to be done any act or thing, including authorizing other users of the Right-of-Way Area, which will interfere with or injure the use of the Right-of-Way Area by the Forest Service or its employees, agents, invitees, licensees, permittees or contractors as provided in this Agreement.

7.0 NOTICE

7.1 Any notice, document or communication required or permitted to be given under this agreement must be in writing and will be deemed to have been given if delivered by hand, courier, registered mail, or fax to the party to whom it is to be given as follows:

To the Forest Service:

Manager of Real Estate Operations
Resource Tenures and Engineering Branch
Ministry of Forests and Range
PO Box 9510 Stn Prov Govt
Victoria, British Columbia, V8W 9C2
Phone: 250-387-8300
Fax: 250-387-6445

To the Grantor:

Yale First Nation
PO Box 1869, 31300A Yates Street
Hope, British Columbia
V0X 1L0
Phone:
Fax:

or at such other addresses as the parties hereto may from time to time designate in writing.

8.0 RELOCATION OF ROADS AT GRANTOR'S REQUEST

8.1 The Grantor may, by written notice delivered to the Forest Service, require the Forest Service to relocate all or a portion of the Roads to another location on the Lands. The Forest Service will relocate the Roads to a new location within the Lands provided that:

a. the new location is, in the reasonable opinion of the Forest Service, suitable for the purposes identified in this Agreement;

b. the Grantor gives the Forest Service such notice as the Forest Service requires to permit proper design, planning and construction of the Roads to be relocated;

c. before any relocation, the Grantor has paid to the Forest Service all of the reasonable costs and expenses of the relocation as estimated by the Forest Service, including costs of design, supervision and construction, to which appropriate adjustments based on actual expenditures will be made after the relocation is complete; and

d. the terms and conditions of this Agreement will cover the relocated Roads and the Right-of-Way Area will be deemed to include right of way for the relocated Road.

9.0 RELOCATION OF ROADS REQUESTED BY THE FOREST SERVICE

9.1 If for any reason the whole or a portion of the Right-of-Way Area becomes unsuitable for the purposes described in paragraph 2.1, then the Grantor will, at no cost to the Forest Service, consent to relocating and replacing the Right-of-Way Area elsewhere on the Lands as follows:

a. the Forest Service will, before undertaking any relocation work, deliver a sketch plan to the Grantor indicating the contemplated relocation of the Roads for approval by the Grantor, which approval will not be unreasonably withheld, delayed or made subject to compensation or to any unreasonable conditions;

b. the Forest Service will take into account any likely material effect of the relocated Roads on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by the Forest Service for the relocated Roads in relation to alternative locations;

c. the Forest Service will design, prepare and construct the relocated Roads at no cost to the Grantor; and

d. the terms and conditions of this Agreement will cover the relocated Roads and the Right-of-Way Area will be deemed to include right-of-way for the relocated Roads.

10.0 DEFAULTS

10.1 If the Forest Service, its employees, agents, invitees, licensees, permittees and contractors default in the observance and performance of any material term and condition contained in this Agreement and such default is not remedied within a reasonable period of time after the Grantor has given notice to the Forest Service specifying the default and requesting it be cured, the Grantor may suspend those rights of the Forest Service under this Agreement which pertain to the default while the default continues. Any failure by the Grantor to exercise its rights with respect to any particular default of the Forest Service shall not operate as a waiver of its rights with respect to any continuing subsequent default.

11.0 STATUS OF AGREEMENT

11.1 This Agreement constitutes a charge running with the Lands.

12.0 ENUREMENT

12.1 This Agreement will enure to the benefit of and be binding upon the Grantor and the Forest Service and their respective successors and permitted assigns. The word Grantor is deemed to include the heirs, executors, administrators, successors, and assigns, wherever the context so admits.

13.0 GOVERNING LAW

13.1 This Agreement will be governed by and construed in accordance with the laws in force from time to time in British Columbia.

14.0 DISPUTE RESOLUTION

14.1 If a dispute arises between the parties concerning the interpretation or implementation of this Agreement, the parties will meet as soon as is practicable and will attempt to resolve the dispute.

14.2 If a dispute is not resolved under 14.1, either party may refer the matter to be resolved in accordance with Chapter 24 Dispute Resolution of the Final Agreement.

15.0 ASSIGNMENT

15.1 The Forest Service may assign or transfer the whole or any part of this Agreement, or the Right of Way Area and rights of access and egress thereto, without the consent of the Grantor, to any assignee or licensee (the "Assignee") provided that the Assignee executes and delivers to the Grantor written confirmation that it agrees to be bound by the terms and conditions of this Agreement.

16.0 GENERAL

16.1 The parties agree that this Agreement will be registered in the provincial Land Title Office. 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.

16.2 This Agreement may not be amended except by written agreement signed by both parties to this Agreement.

16.3 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.

16.4 This Agreement, together with the Final Agreement, sets forth the entire agreement between the parties in respect of the subject matter of this Agreement and, except as set out in this Agreement, there is no representation, warranty, collateral agreement, condition, right or obligation affecting this Agreement.

16.5 Time will be of the essence in this Agreement.

16.6 This Agreement:

a. is not part of the Yale First Nation Final Agreement; and

b. is not a treaty or land claims agreement and does not create, recognize or affirm aboriginal or treaty rights, within the meaning of sections 25 and 35 of the Constitution Act, 1982.

16.7 In this Agreement:

a. 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;

b. if any provision is determined by a court of compentent 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; and

c. any reference to a statute includes any regulations made pursuant to that statute and, unless expressly provided herein, includes a reference to all amendments made thereto and in force from time to time and any statute and regulation that may be passed which has the effect of supplementing or superseding that statute or those regulations.

APPENDIX H-6
APPLICABLE FORM OF DOCUMENT EVIDENCING
INTERESTS REGISTERED IN THE LAND TITLE OFFICE

Document 1: State of Title Certificate (Certificates of Possession and NETIs)

STATE OF TITLE CERTIFICATE

YALE FIRST NATION YOUR FILE NUMBER:
00001234.0164
LAND TITLE DISTRICT: KAMLOOPS, BRITISH COLUMBIA
CERTIFICATE NO: STC00236478 TITLE NO: BN5789A
     THIS IS TO CERTIFY THAT AT 11:00AM ON JULY 2, 2011, THE STATE OF THE TITLE TO THE LAND DESCRIBED HEREIN IS AS STATED AND IS SUBJECT TO THE NOTATIONS APPEARING BELOW. THIS CERTIFICATE IS TO BE READ SUBJECT TO THE PROVISIONS OF SECTION 23(2) OF THE LAND TITLE ACT (R.S.B.C. 1996 CHAPTER 250) AND MAY BE AFFECTED BY SECTIONS 50 AND 55-58 OF THE LAND ACT (R.S.B.C. 1996 CHAPTER 245).
  ___________________
REGISTRAR
APPLICATION FOR REGISTRATION RECEIVED ON: 2 JUNE, 2011
ENTERED ON: 2 JUNE, 2011
REGISTERED OWNER IN FEE SIMPLE:
     JOHN DOE, MEMBER OF YALE FIRST NATION
     (address)
TAXATION AUTHORITY:
     YALE PROPERTY TAXATION AUTHORITY
DESCRIPTION OF LAND:
     PARCEL IDENTIFIER: 127-127-127
     LOT 2 DISTRICT LOT 165 GROUP 2 KAMLOOPS DISTRICT     PLAN 45678
LEGAL NOTATIONS:
     THIS LAND FORMS PART OF THE TREATY LANDS OF THE YALE
     FIRST NATION
     THIS LAND IS SUBJECT TO CONDITIONS, PROVISOS,
     RESTRICTIONS, INCLUDING RESTRICTIONS ON ALIENATION,
     EXCEPTIONS AND RESERVATIONS, INCLUDING ROYALTIES, AS SET
     OUT IN SECTION ____ OF THE LAND ACT OF THE YALE FIRST NATION
     SECTION 28 OF SCHEDULE 1 OF THE LAND TITLE ACT APPLIES AND
     A YALE FIRST NATION CERTIFICATE OF TRANSFER MUST ACCOMPANY
     ANY APPLICATION TO REGISTER TITLE – RESTRICTS DEALINGS
CHARGES, LIENS AND INTERESTS:
     NATURE OF CHARGE
          CHARGE NUMBER     DATE     TIME
STATUTORY RIGHT OF WAY
     BB789012     2011-06-02     12:02
          REGISTERED OWNER OF CHARGE:
               YALE FIRST NATION
                    BB789012
               REMARKS: INTER ALIA
DUPLICATE INDEFEASIBLE TITLE: NONE OUTSTANDING
TRANSFERS: NONE
PENDING APPLICATIONS: NONE

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