APPENDIX D –
INTERESTS ON TSAWWASSEN LANDS

APPENDIX D-1
List of Locatee Interests on the Former Tsawwassen Reserve

Note: Information will be updated before the Effective Date

APPENDIX D-2
List of Leases on Locatee Interests on the Former Tsawwassen Reserve

Note: Information will be updated before the Effective Date

PART 1 OF APPENDIX D-3
List of Public Utility Transmission and Distribution Works Rights of Way and Other Interests on Former Provincial Crown Lands

Note: Information will be updated before the Effective Date

PART 2 OF APPENDIX D-3
List of Public Utility Transmission and Distribution Works Rights of Way and Other Interests on Former Tsawwassen Reserve

Note: Information will be updated before the Effective Date

APPENDIX D-4
List of Beach Lot Interests

Note: Information will be updated before the Effective Date.

PART 1 OF APPENDIX D-5
List of Stahaken Interests – Phase I

Note: Information will be updated before the Effective Date

PART 2 OF APPENDIX D-5
List of Stahaken Interests – Phase II

Note: Information will be updated before the Effective Date.

PART 3 OF APPENDIX D-5
List of Stahaken Interests – Phase III

Note: Information will be updated before the Effective Date

APPENDIX D-6
Tsatsu Shores Interests

Note: Information will be updated before the Effective Date.

APPENDIX D-7
List of Leases on Former Provincial Crown Lands

Note: Information will be updated before the Effective Date

APPENDIX D-8
Applicable Form of Document Evidencing Interests in Appendix D-1

DRAFT

NEW WESTMINSTER LAND TITLE OFFICE     TITLE NO.: BN1234A

APPLICATION FOR REGISTRATION     RECEIVED ON:     22 JUNE, 2006
                    ENTERED ON:     22 JUNE, 2006

REGISTERED OWNER IN FEE SIMPLE:
     JOHN DOE, MEMBER OF TSAWWASSEN FIRST NATION
     (address)

TAXATION AUTHORITY:
     TSAWASSEN FIRST NATION

DESCRIPTION OF LAND:
     PARCEL IDENTIFIER: 123-123-123
     LOT 5 DISTRICT LOT 183 GROUP 2 NEW WESTMINSTER DISTRICT PLAN 42391

LEGAL NOTATIONS:
     TRANSFER OF THIS FEE SIMPLE MAY BE RESTRICTED IN ACCORDANCE WITH SECTION X OF THE LAND TITLE ACT AND TSAWWASSEN FIRST NATION LAW

CHARGES, LIENS AND INTERESTS:
     NATURE OF CHARGE
          CHARGE NUMBER          DATE          TIME

STATUORY RIGHT OF WAY
     AB123456          2002-04-25     14:38
          REGISTERED OWNER OF CHARGE:
               TERASEN GAS LTD.
                    AB12345
          REMARKS:     INTER ALIA

"CAUTION – CHARGES MAY NOT APPEAR IN ORDER OF PRIORITY, SEE SECTION 28, L.T.A."

DUPLICATE INDEFEASIBLE TITLE:     NONE OUTSTANDING

TRANSFERS:     NONE

PENDING APPLICATIONS:     NONE

CORRECTIONS:     NONE

APPENDIX D-9
Document 1 – Anode Bed Right of Way Agreement
(Corporation of Delta)

LAND TITLE ACT
FORM C

(Section 233)

Province of
British Columbia

GENERAL INSTRUMENT – PART 1     (This area for Land Title Office use)     PAGE 1 of 12 pages

1. APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)

2. PARCEL IDENTIFIER AND LEGAL DESCRIPTION OF LAND:*

3. NATURE OF INTEREST: *

4. TERMS: Part 2 of this instrument consists of (select one only)

	(a) Filed Standard Charge Terms	D.F. No.
	(b) Express Charge Terms	x Annexed as Part 2
	(c) Release	There is no Part 2 of this instrument
	A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. TRANSFEROR(S): *
    TSAWWASSEN FIRST NATION

6. TRANSFEREE(S): (including postal address(es) and postal code(s))
    THE CORPORATION OF DELTA, 4500 CLARENCE TAYLOR CRESCENT, DELTA,
    BRITISH COLUMBIA, V4K 3E2

7. ADDITIONAL OR MODIFIED TERMS: *
N/A

8. EXECUTION(S): This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any:

Officer Certification:

Your Signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in From E.

LAND TITLE ACT
FORM E

SCHEDULE

Enter the Required Information in the Same Order as the Information Must Appear on the Freehold Transfer Form, Mortgage Form or General Document Form.

2. Parcel Identifier(s) and Legal Descriptions of Land

TERMS OF INSTRUMENT - PART 2

THIS AGREEMENT made [month, day, year]

BETWEEN:

     [Tsawwassen First Nation]

(the "Transferor")

AND:

     [Corporation of Delta]

(the "Transferee")

WHEREAS

A. The Transferor is the registered owner of that certain parcel or tract of land and premises known and described as follows:

INSERT LEGAL DESCRIPTION

(hereinafter called the "Lands")

B. Section 218 of the Land Title Act, R.S.B.C. 1996, c. 250 enables the Transferor to grant in favour of the Transferee an easement without a dominant tenement to be known as a Statutory Right of Way;

C. The Transferee desires to obtain from the Transferor a Statutory Right of Way to construct certain Works on, over and under the hereinafter described portion of the Lands;

D. The Statutory Right of Way herein granted is necessary for the operation and maintenance of the Transferee's undertaking.

1.0 DEFINITIONS

1.1 In these terms of instrument and the pages attached hereto (either before or after this page), which together comprise the document (herein the "Document"):

(a) "Agreement" means and includes the covenants, agreements and executions contained in the Document;

(b) "Transferee" means the Corporation of Delta and is named as the Transferee in Item 6 of the attached Form C;

(c) "Transferor" means the Tsawwassen First Nation and is named as the Transferor in Item 5 of the attached Form C;

(d) "Works" means an anode bed situated on and under the Lands;

2.0 GRANT

2.1 The Transferor hereby grants to the Transferee the full, free and uninterrupted right, licence, liberty, privilege, easement and right of way in common with the Transferor over those portions of the Lands (which portions are collectively called the "Statutory Right of Way") which are shown outlined in heavy black on Explanatory Plan No. [number] filed concurrently with this Agreement, a reduced copy of which plan is attached to this Agreement as Schedule A:

(a) to enter over, on, in, and under the Statutory Right of Way for the purposes of using, constructing, operating, removing, replacing, reconstructing, repairing and safeguarding thereon an anode bed;

(b) to bring on to the Statutory Right of Way all materials and equipment the Transferee requires or desires for the Works;

(c) to clear the Statutory Right of Way and keep it clear of anything which in the opinion of the Transferee constitutes or may constitute an obstruction to the use of the Statutory Right of Way or to the Works;

(d) to cross over the Lands for reasonable access to the Statutory Right of Way and make reasonable ancillary use of the Lands for carrying out the Works; and

(e) to do all acts which in the opinion of the Transferee are incidental to the foregoing.

3.0 DURATION

3.1 The duration of the Right of Way and the rights herein granted shall be for a term of for so long as required commencing on [Effective Date] (herein called the "Commencement Date") unless cancelled in accordance with the terms hereof.

4.0 RESTRICTION OF RIGHT OF WAY

4.1 The Transferee acknowledges and agrees that the Right of Way over the Lands will be exercised only over those portions shown outlined in bold on the Statutory Right of Way Plan attached as Schedule "A";

4.2 This Agreement shall not entitle the Transferee to exclusive possession of the Right of Way and the Transferor reserves the right to grant other dispositions of the Right of Way, or any part of it, for the purposes of public utilities, roads, water, sewer and drainage pipe systems, or any other purpose, so long as the grant does not materially affect or interfere with the exercise of the Transferee's rights hereunder.

4.3 If a dispute should arise as to whether a subsequent disposition materially affects or interferes with the exercise of the Transferee's rights hereunder then the dispute shall be referred to dispute resolution pursuant to sections 12.1 to 12.5 of this Agreement.

5.0 RELOCATION OF THE WORKS

5.1 If the Transferor for any reason whatsoever wishes to relocate the Works to a New Location (the "New Location") it shall provide 180 days written notice to the Transferee of its intention to do so.

5.2 The New Location must be of sufficient size to accommodate the Works and be equally suitable for the purposes of the Transferee.

5.3 The Transferor will pay for any reasonable costs of moving the Works to the New Location. As full compensation for all other costs, expenses and damages that the Transferee may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to dispute resolution pursuant to sections 12.1 to 12.5.

5.4 The Parties will do all acts and execute all required documents, including a new or amended statutory right of way plan, to give effect to the New Location.

5.5 All other terms and condition of this Agreement will apply to the New Location for the balance of the original term.

6.0 COVENANTS OF THE TRANSFEREE

6.1 The Transferee covenants with the Transferor:

(a) to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged to the account of the Transferee which relate to the Works (herein called "Realty Taxes"), and which the Transferee is liable to pay;

(b) to pay when due all charges for electricity, gas, water and other utilities supplied to the Lands for use by, on behalf of or with the permission of the Transferee;

(c) to pay all accounts and expenses as they become due for work performed on or materials supplied to the Statutory Right of Way at the request, on the behalf or with the permission of the Transferee, except for money that the Transferee is required to hold back under the Builders Lien Act;

(d) if any claim of lien over the Lands is made under the Builders Lien Act for work performed on or materials supplied to the Statutory Right of Way at the request, on the behalf or with the permission of the Transferee, the Transferee shall immediately take all steps necessary to have the lien discharged, unless the claim of lien is being contested in good faith by the Transferee and the Transferee has taken the steps necessary to ensure that the claim of lien will not subject the Lands or any interest of the Transferee under this Agreement to sale or forfeiture;

(e) to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent governmental authority in any way affecting the Statutory Right of Way and the Works;

(f) not to commit or suffer any wilful or voluntary waste, spoil or destruction on the portions of the Statutory Right of Way or do or suffer to be done thereon anything that may be or become a nuisance or annoyance to the Transferor, except to the extent required by the Transferee acting reasonably, to exercise its rights under this Agreement;

(g) to take all reasonable steps and precautions to minimize the disturbance of any archaeological material discovered by the Transferee on the Lands and to immediately notify the Transferor;

(h) not to 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;

(i) to deliver to the Transferor from time to time, upon demand, proof of insurance provided for in subsection 6.1 (p) and receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the Transferee required to be observed by the Transferee pursuant to this Agreement;

(j) to indemnify and save the Transferor harmless from and 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 by the Transferee of any of the Transferee's covenants, conditions or obligations under this Agreement, or

(ii) any act or omission on the part of the Transferee in respect of or in relation to its Works including the construction, maintenance, operation or decommissioning or removal of its Works;

(k) to keep the Statutory Right of Way in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation of the Lands by the Transferee, and on written notice from the Transferor, rectify any failure to comply with such a covenant by making the Statutory Right of Way or any portion of the Lands or any Works thereon safe, clean and sanitary;

(l) to permit the Transferor, or his authorized representative to enter upon the Statutory Right of Way at any time to examine its condition;

(m) to use and occupy the Statutory Right of Way in accordance with the provisions of this Agreement;

(n) exercise care not to damage the Lands or any improvements on the Lands and if the Transferee should cause any such damage, restore such damaged Lands or improvements thereon to as close to their pre-damaged condition as is reasonably practical with reasonable dispatch or where the Transferee deems restoration to be impractical, reimburse the Transferor for all damage the Transferee has caused but not restored;

(o) on the expiration or at the earlier cancellation of this Agreement,

(i) to quit peaceably and deliver possession of the Statutory Right of Way to the Transferor;

(ii) to restore the Lands and Statutory Right of Way used by the Transferee to the reasonable satisfaction of the Transferor; and

(iii) to remove the Works and all buildings, machinery, apparatus, plant equipment, fixtures and other improvements to or things on the Statutory Right of Way from the Lands within 90 days, and any of the aforesaid improvements and things that remain thereafter shall be absolutely forfeited to and become the property of the Transferor;

and to the extent necessary, this covenant shall survive the expiration or cancellation of this Agreement;

(p) to effect and keep in force during the term of this agreement, insurance protecting the Transferor and the Transferee (without any rights of cross-claim or subrogation against the Transferor) against any claims for personal injury, death, property damage or third party, or public liability claims arising from any accident or occurrence on the Lands to an amount not less than ONE MILLION DOLLARS ($1,000,000.00) except that so long as the Transferee is The Corporation of Delta, the Transferor will waive the requirements of this subsection on the delivery to the Transferor of confirmation that the Transferee is self-insured;

(q) notwithstanding subsection 6.1 (p), the Transferor may from time to time notify the Transferee that the amount of insurance posted by the Transferee pursuant to that subsection be changed and the Transferee shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to subsection 6.1 (p) to be changed to the amount specified by the Transferor acting reasonably, in the notice and deliver to the Transferor written confirmation of the change, except that when the Transferee is self-insuring this subsection shall not apply; and

(i) not to interfere with the rights of any other person to enter on and use the Statutory Right of Way and Lands under a prior or subsequent disposition granted by the Transferor so long as such use does not materially affect or interfere with the exercise of the Transferee's rights under this Agreement.

7.0 ASSIGNMENT

7.1 The Transferee shall not assign this Agreement or the interest of the Transferee in it or grant a license to occupy any part of the Lands without the prior written consent of the Transferor, which consent shall not be unreasonably withheld.

7.2 Notwithstanding section 7.1, the Transferee may, without the prior written consent of the Transferor:

7.3 assign its interest in all or a part of the Lands to another local governmental authority; or

7.4 sublicense its interest in all or part of the Lands to a Federal, Provincial or other governmental agency or department.

8.0 CANCELLATION

8.1 Should the Transferee omit, fail or neglect to carry out one of its obligations contained in this Agreement or do some act contrary to its obligations contained in this Agreement or otherwise breaches this agreement:

(a) the Transferor shall provide notice of such breach in writing to the Transferee; and

(b) the Transferee shall within thirty days of the receipt of notice or such longer period of time to which the parties may mutually agree, remedy the breach; and

(c) if the breach is not remedied within thirty days or such further time as mutually agreed, then the Transferor may at its option either

(i) cancel this Agreement and, notwithstanding subsection 6.1 (o), the Works shall be forfeited to and become, the property of the Transferor, or

(ii) enter onto the Lands and rectify such default to the extent considered necessary by it and the cost of doing so shall be a debt due and owing to the Transferor by the Transferee with interest to accrue at the prime rate of [bank] as of the date of the notice.

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

8.3 If the Transferee ceases to use the Statutory Right of Way for the purposes permitted herein and the Transferee does not recommence its use of the Statutory Right of Way within 180 days of receipt of written notice from the Transferor, the Transferor may immediately cancel this Agreement and the rights herein granted.

8.4 The rights of the Transferor under sections 9.1 to 9.4 shall survive the expiration or earlier cancellation of this Agreement.

9.0 SECURITY

9.1 The security in the sum of $1.00 and all rights, privileges, benefits and interests accruing thereto delivered by the Transferee to the Transferor (herein called the "Security") to guarantee the performance of the Transferee's obligations under this Agreement shall be maintained in effect until such time as the Transferor certifies in writing that such obligations have been fully performed. So long as the Transferee is The Corporation of Delta or other local governmental authority, the Transferor will waive the requirement of this section.

9.2 In the event the Transferee should default in the performance of any of its obligations hereunder, it shall be lawful for the Transferor, in its sole discretion, to sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Transferor.

9.3 The rights of the Transferor under this section shall be deemed to continue in full force and effect notwithstanding the expiration or cancellation of this Agreement.

9.4 Notwithstanding any amount of Security stated to be required under section 9.1 the Transferor may from time to time by notice to the Transferee, demand the amount to be changed to that specified in a notice and the Transferee shall, within 60 days of such notice change the Security to that specified and provide the Transferor with evidence of the change, except that while Security is waived under section 9.1, this section shall not apply.

10.0 NOTICE

10.1 Where service of a notice or a document is required under this Agreement, the notice or document shall be in writing and shall be forwarded to the addresses for the Transferor and the Transferee specified on the first page of this Agreement.

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

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

(b) on the eighth day after its deposit in a Canada Post office at any place in Canada, if sent by registered mail.

10.3 If there is a disruption in mail services caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

10.4 Either party may, by notice in writing to the other, specify another address for service of notices under this Agreement and where another address is specified under this section, notices shall be delivered or mailed to that address in accordance with this section.

11.0 MISCELLANEOUS

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

11.2 No remedy set out in this Agreement is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

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

11.4 Time is of the essence in this Agreement.

12.0 DISPUTE RESOLUTION

12.1 In this section, "dispute" means any dispute arising out of or in connection with this Agreement.

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

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

12.4 If a dispute is not settled within 30 days of the appointment of the mediator or any further period of time agreed to by the parties, the parties may, by agreement, submit the dispute to a single arbitrator for final arbitration in accordance with the arbitration rules of procedure of the BCICAC.

12.5 If the parties fail to agree to submit the dispute to arbitration under section 12.4, or the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, either party may commence proceedings in relation to the dispute in any court of competent jurisdiction.

13.0 INTERPRETATION

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

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

13.3 Where in this Agreement there is a reference to an enactment of the Province of British Columbia or of Canada, that reference shall include a reference to any subsequent enactment of like effect, and unless the context otherwise requires all statutes referred to herein are enactments of the Province of British Columbia.

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

14.0 IT IS MUTUALLY UNDERSTOOD, AGREED AND DECLARED by and between the Parties hereto that

(a) the covenants herein contained shall be covenants running with the Lands, and

(b) none of the covenants herein contained shall be personal or binding upon the parties hereto SAVE AND EXCEPT during the Transferor's ownership of the Lands but that the Lands shall, during the term of this agreement nevertheless, be and remain at all times charged therewith.

15.0 AND THAT, save as aforesaid, nothing in these presents shall be interpreted so as to restrict or prevent the Transferor from using the Statutory Right of Way in any manner that does not interfere with functioning and access to the Works.

16.0 AND THAT nothing herein contained shall be deemed to authorize the Transferee to construct, install or maintain any other a public works or utilities, other than the Works, in the Statutory Right of Way.

17.0 The expressions "Transferor" and "Transferee" herein contained shall be deemed to include the executors, administrators, successors and assigns of such parties wherever the context or the Parties hereto so require.

18.0 This indenture shall enure to the benefit of and be binding upon the Parties hereto, their executors, administrators, successors and permitted assigns respectively.

19.0 IN WITNESS THEREOF the Agreement contained in the Document has been executed on one or more pages of the Document.

SCHEDULE "A"
Statutory Right of Way Plan

APPENDIX D-9
Document 2 – Public Access Right of Way Agreement
(British Columbia)

LAND TITLE ACT
FORM C

(Section 233)

Province of
British Columbia

GENERAL INSTRUMENT – PART 1     (This area for Land Title Office use)     PAGE 1 of 10 pages

1. APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)

2. PARCEL IDENTIFIER AND LEGAL DESCRIPTION OF LAND: *

3. NATURE OF INTEREST:

4. TERMS: Part 2 of this instrument consists of (select one only)

	(a) Filed Standard Charge Terms	D.F. No.
	(b) Express Charge Terms	x Annexed as Part 2
	(c) Release	There is no Part 2 of this instrument
	A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. TRANSFEROR(S):
    TSAWWASSEN FIRST NATION

6. TRANSFEREE(S): (including postal address(es) and postal code(s))
    HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by THE MINISTER OF •

7. ADDITIONAL OR MODIFIED TERMS: *
    N/A

8. EXECUTION(S): This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any:

Officer Certification:

Your Signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in From E.

LAND TITLE ACT
FORM E

SCHEDULE

Enter the Required Information in the Same Order as the Information Must Appear on the Freehold Transfer Form, Mortgage Form or General Document Form.

2. Parcel Identifier(s) and Legal Descriptions of Land

TERMS OF INSTRUMENT – PART 2

WITNESS THAT WHEREAS the Transferor has agreed to grant to the Transferee a statutory right of way over that parcel of land described in item 2 of Part 1 of this instrument (hereinafter referred to as the "Land") for the purpose of public access to the dike on the Land for which the Transferor is the Diking Authority;

AND WHEREAS the statutory right of way herein granted is necessary for the operation and maintenance of the Transferee's undertaking;

NOW THEREFORE, for valuable consideration and the covenants of the Transferee, the parties agree as follows:

1.0 Grant of Statutory Right of Way

1.1 The Transferor, on the terms set forth herein, hereby grants to the Transferee, in perpetuity, the non-exclusive statutory right of way (herein called the "Right of Way") over the Land for the Transferee, its licensees, agents, employees, invitees and permittees (including the general public) between dawn and dusk at their will and pleasure to:

(a) enter, go, be, return, pass and repass on, over, through and along the Land by foot, for access to and use of the Land, for recreational activity purposes; and

(b) do all acts or things necessary or incidental to the foregoing;

to have and to hold unto the Transferee, from and after the date of this Agreement, unless and until discharged by the Transferee in accordance with section 1.2, provided that nothing in this Agreement grants to the Transferee, its licensees, agents, employees, invitees and permittees (including the general public) the right to construct any improvements or destroy any vegetation in or on the Land.

1.2 All of the rights, licences, liberties, privileges, easements and statutory rights of way granted in this Agreement will exist and continue in perpetuity unless and until discharged by the Transferee.

1.3 The rights, licences, liberties, privileges, easements, statutory rights of way and covenants in this Agreement will run with and bind the Land, in perpetuity.

2.0 Restriction of Right of Way

2.1 The Transferee acknowledges and agrees that the Right of Way over the Land set forth in section 1.1 will be exercised only over those portions of the Land shown outlined in bold on the sketch plan attached as Schedule "A" ("Right of Way Area"), and the Transferee will not otherwise exercise or otherwise attempt to exercise its Right of Way over the Land under section 1.1.

2.2 The Right of Way granted by section 1.1 will be subject to the right of the Transferor to:

(a) use the Right of Way Area in a manner that does not disrupt or interfere with the Transferee, its licensees, agents, employees, invitees and permittees (including the general public) in the exercise of rights under this Agreement; and

(b) restrict access to the Right of Way Area on a temporary basis from time to time as may be reasonably required for the maintenance and operation of the dike.

3.0 Covenants of the Transferor

3.1 The Transferor covenants with the Transferee that, subject to section 2.2:

(a) the Transferee shall and may peaceably enjoy and hold the rights granted in this Agreement without interruption, disturbance, molestation or hindrance whatsoever from the Transferor or any other person lawfully claiming from or under the Transferor;

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

(i) may obstruct access to the Right of Way Area or any part thereof by those authorized by the Transferee; or

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

4.0 Notices

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

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

5.0 Miscellaneous

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

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

5.3 Time is of the essence in this Agreement.

6.0 Interpretation

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

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

6.3 Where in this Agreement there is a reference to an enactment of the Province of British Columbia or of Canada, that reference shall include a reference to any subsequent enactment of like effect, and unless the context otherwise requires all statutes referred to herein are enactments of the Province of British Columbia.

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

SCHEDULE "A"

Sketch Plan showing Location of the Right of Way Area

APPENDIX D-9
Document 3 – Transmission Right of Way Agreement
(British Columbia Hydro and Power Authority)

Land Title Act
Form C

(Section 233)

Province of British Columbia

GENERAL INSTRUMENT – PART 1     (This area for Land Title Office use)     Page 1 of 16 pages

1. Application: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)

2. Parcel Identifier and Legal Description of Land:

3. Nature of Interest: *

4. Terms: Part 2 of this instrument consists of (select one only)

	(a) Filed Standard Charge Terms	D.F. No.
	(b) Express Charge Terms	x Annexed as Part 2
	(c) Release	There is no Part 2 of this instrument
	A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. Transferor(S):
    TSAWWASSEN FIRST NATION

6. Transferee(s): (including occupation(s), postal address(es) and postal code(s))
    BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, 8th Floor - 333 Dunsmuir Street, Vancouver, BC, V6B 5R3

7. ADDITIONAL OR MODIFIED TERMS: *

8. Execution(S): This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any:

Officer Certification:

Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1979, c. 116, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E.

** If space insufficient, continue executions on additional page(s) in Form D.

TRANSMISSION RIGHT OF WAY

This Agreement is made as of __________________________, 200__________,

Between:

Tsawwassen First Nation
131 North Tsawwassen Drive, Delta, BC, V4M 4G2

(the "Grantor")

And:

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

("Hydro")

WHEREAS:

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

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

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

1.0 Definitions

1.1 In this Agreement:

(a) "Access Improvements" has the meaning ascribed to it in subparagraph 2.1 (c) (v) (A);

(b) "Affiliate" has the meaning ascribed it in the Business Corporations Act, S.B.C. 2002, c. 57, as amended or replaced from time to time;

(c) "Area of the Works" means the Right of Way Area and those portions of the Lands located within 10 metres on both sides of the Right of Way Area;

(d) "Agreement" means this Agreement and all schedules attached to it;

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

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

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

(h) "Final Agreement" means the Tsawwassen First Nation Final Agreement among the Grantor, Canada and British Columbia;

(i) "Lands" means the lands and premises as are legally described in Schedule "A" and as are shown in Schedule "B", which are both attached to this Agreement;

(j) "Right of Way Area" means those portions of the Lands described in Schedule "C" attached to this Agreement, as they may be modified under this Agreement; and

(k) "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 respective 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; 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) construct, 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 in relation to this Agreement;

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

(iv) clear the Area of the Works and keep it cleared (including removal or pruning) of all or any part of any vegetation, including without limitation trees, which do or might, in the reasonable opinion of Hydro interfere with or endanger the Works, disrupt service to Hydro's customers, or pose a hazard to persons or property in relation to the Works;

(c) to enjoy further rights as follows:

(i) Hydro may, cut vegetation, including without limitation trees, outside the Area of the Works, if in the opinion of Hydro such vegetation and/or trees, might interfere with or endanger the Works (whether on or off the Lands) or pose a hazard to persons or property in relation to the Works. Hydro will, except in an emergency, give the Grantor written notice prior to exercising its rights under this subsection;

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

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

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

(v) where there are no suitable trails, roads, lanes, or bridges under paragraph 2.1 (c) (iv), Hydro may either:

A. construct, maintain, repair, replace, use, pass and repass over trails, roads, lanes, and bridges on the Lands, (collectively referred to as "Access Improvements"); or

B. pass and repass over the Lands elsewhere than on trails, roads, lanes, and bridges, with or without equipment, machinery and materials to such extent as may reasonably be required by Hydro in relation to this Agreement, subject to approval of the route by the Grantor, such approval not to be unreasonably withheld, conditioned or delayed, provided that in the case of an emergency or reasonably apprehended emergency Hydro does not require the prior approval of the Grantor under this subsection but will report to the Grantor the purpose and extent of the access as soon as practicable;

(vi) to conduct vegetation management upon the Area of the Works, such as the planting of vegetation compatible with the undertakings of Hydro, and the application of pesticides on the Lands; and

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

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

B. the Grantor will not unreasonably withhold, condition or delay approval of such work plan, and shall take into consideration the effect of the proposed work, the cost of the proposed work compared to the cost of alternate solutions and the extent of the risk of not undertaking the work. If Hydro and the Grantor, 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 14.1 of this Agreement;

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

D. in the case of an emergency or reasonably apprehended emergency Hydro may, without the approval of the Grantor, undertake works and take such steps on the Lands as are reasonably required to be taken immediately in order to protect the Works, or to protect persons or property that may be at risk from the Works, and in that event Hydro will as soon as reasonably possible 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 in connection with any of the foregoing.

3.0 Right of Way Area

3.1 The parties acknowledge that they have made reasonable efforts to identify all the existing Works and related Right of Way Area as of the date of this Agreement. However, as there may still be some Works that were missed in the identification process the parties agree that for such Works the Grantor grants to Hydro for so long as required, a right of way over those portions of the Lands upon which such Works are located on the following terms:

(a) for such Works, Hydro holds the same rights, privileges and obligations as apply to Hydro for the use of the Right of Way Area and the Area of the Works under this Agreement, including the right of reasonable access over the Lands for the purpose of gaining access to such Works; and

(b) the Grantor may at any time require Hydro to attach a revised survey plan to this Agreement to include those additional portions of the Lands.

4.0 Non-Exclusive Use

4.1 This Agreement will not entitle Hydro to exclusive possession of the Hydro Right of Way Area or other parts of the Lands and the Grantor reserves the right to grant other dispositions of any Lands affected by this Agreement, so long as the grant does not materially affect or interfere with the exercise of Hydro's rights under this Agreement.

5.0 Protection of the Environment

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

6.0 Covenants of Hydro

6.1 Hydro covenants separately with the Grantor that:

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

(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; and

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

7.0 Work Plans

7.1 Except in the case of an emergency or reasonably apprehended emergency, Hydro will provide to the Grantor a written work plan describing the proposed work located on, outside or related to the Right of Way Area prior to undertaking any of the following work under this Agreement:

(a) construction of any new Works;

(b) relocation of any Works; and

(c) construction or relocation of any Access Improvements.

In accordance with this section 7.1, 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.

8.0 Relocation of Works Due to Change

8.1 If a material change occurs to the Lands, such as erosion, which for any reason makes the continued use of any portion of the Right of Way Area or the Excluded Right of Way Area unsuitable for any of the Works, then the Grantor will consent to the relocation and replacement of such Works to a new location on the Lands, as follows:

(a) Hydro will before undertaking any work, deliver a work plan to the Grantor indicating the contemplated relocation of the Works for approval by the Grantor, which approval will not be unreasonably withheld, delayed or 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 Excluded Right of Way Area to become unsuitable for any of the Works.

9.0 Relocation of Works at the Request of the Grantor

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

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

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

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

(d) the rights, liberties and rights of way under this Agreement will extend to the relocated Works and associated areas.

10.0 Removal of Works

10.1 If Hydro no longer requires all or a portion of the Right of Way Area, then Hydro shall, in respect of such Right of Way Area:

(a) quit peaceably such Right of Way Area;

(b) remove any Access Improvements no longer required in relation to such Right of Way Area;

(c) remove all above ground Works from such Right of Way Area within a reasonable period of time and any Works remaining on that portion of the Right of Way Area will be absolutely forfeited to and become the property of the Grantor. If the Grantor removes any remaining above ground Works within four (4) years, Hydro will, on demand by the Grantor, reimburse the Grantor for all reasonable costs of removal; and

(d) remain liable for any environmental damage to the Lands arising from any below ground Works that remain on or in such Right of Way Area, except if the Grantor uses or authorizes the use of any of the remaining below ground Works for any purpose then Hydro will not be liable for any environmental damage caused by the Grantor's use, or authorized use; and to the extent necessary, this covenant will survive the termination of this Agreement.

11.0 Covenants of the Grantor

11.1 The Grantor covenants with Hydro that:

(a) Hydro shall and may peaceably enjoy and hold its rights under this Agreement without interruption, disturbance, molestation or hindrance whatsoever from the Grantor or any other person lawfully claiming from or under the Grantor, provided however that nothing in this subsection 11.1 (a) shall limit the Grantor's right of inspection pursuant to subsection 6.1 (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.

12.0 Compensation for Damages

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

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

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

12.2 Compensation paid to the Grantor for merchantable timber pursuant to section. 12.1 will be in accordance with generally accepted principles of timber valuation and the parties agree that on payment, title to any timber cut on the Lands under this Agreement will vest in Hydro.

13.0 Indemnity

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

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

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

14.0 Dispute Resolution

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

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

(b) either party may, at any time, by written notice request that the dispute be referred to mediation, conducted by a mediator, knowledgeable about the matters in dispute;

(c) if the dispute is not resolved within 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.

15.0 Runs With the Land

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

16.0 Notice

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

16.2 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.

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

17.0 General

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

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

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

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

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

17.6 The parties acknowledge that, pursuant to agreements designated under the Transmission Corporation Act, British Columbia Transmission Corporation ("BCTC") is responsible for management and maintenance of Hydro's transmission system, and accordingly BCTC may exercise discretion conferred upon Hydro and discharge obligations assumed by Hydro under this Agreement.

17.7 A delegate appointed by the Grantor may provide Hydro with all commentary, authorizations and approvals required pursuant to this Agreement including without limitation, all commentary, authorizations or approvals required in relation to work plans, approval of access routes, and relocations or replacements of any Works as contemplated in this Agreement.
17.8 This Agreement may not be amended except by written agreement signed by all parties to this Agreement.

18.0 Interpretation

18.1 In this Agreement:

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

(b) the headings are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of this Agreement;

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

(d) if any provision is determined by a court or arbitrator of competent jurisdiction to be illegal or unenforceable, that provision will be considered separate and severable, and the legality or enforceability of the remaining provisions will not be affected by that determination.

IN WITNESS WHEREOF the parties have duly executed this Agreement, as of the date first referred to above.

British Columbia Hydro and Power
Authority by its authorized signatory:

Signature:_____________________________

Name (Printed):________________________

Title:_________________________________

Tsawwassen First Nation, by its authorized
signatory

Signature:_____________________________

Name (Printed):________________________

Title:_________________________________

SCHEDULE "A"

Legal description of Lands

SCHEDULE "B"

Surveyed Plan of Lands

SCHEDULE "C"

Surveyed Plan of Right of Way Areas

APPENDIX D-9
Document 4 – Distribution Right of Way Agreement
(British Columbia Hydro and Power Authority and Telus Communications Inc.)

Land Title Act
Form C

(Section 233)

Province of British Columbia

GENERAL INSTRUMENT – PART 1     (This area for Land Title Office use)     PAGE 1 of 16 pages

1. Application: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)

2. Parcel Identifier and Legal Description of Land:

3. Nature of Interest: *

4. Terms: Part 2 of this instrument consists of (select one only)

	(a) Filed Standard Charge Terms	D.F. No.
	(b) Express Charge Terms	x Annexed as Part 2
	(c) Release	There is no Part 2 of this instrument
	A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. Transferor(s):
    TSAWWASSEN FIRST NATION

6. Transferee(s): (including occupation(s), postal address(es) and postal code(s))
    BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, 8th Floor - 333 Dunsmuir Street, Vancouver, BC, V6B 5R3 and TELUS COMMUNICATIONS INC.

7. Additional or Modified Terms: *

8. Execution(s): This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any:

Officer Certification:

Your Signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1979, c. 116, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E.

** If space insufficient, continue executions on additional page(s) in Form D.

DISTRIBUTION RIGHT OF WAY

This Agreement is made as of __________________________, 200__________,

Among:

     Tsawwassen First Nation
     131 North Tsawwassen Drive, Delta, BC, V4M 4G2

     (the "Grantor")

And:

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

     ("Hydro")

And:

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

     ("TELUS")

WHEREAS:

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

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

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

1.0 Definitions

1.1 In this Agreement:

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

(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) "Final Agreement" means the Tsawwassen First Nation Final Agreement among the Grantor, Canada and British Columbia;

(h) "Lands" means the lands and premises as are legally described in Schedule "A" and as are shown in Schedule "B", which are both attached to this Agreement;

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

(j) "Works" means:

(i) as it relates to the rights and responsibilities of Hydro, all things and components, using any type of technology from time to time, necessary or convenient for the purposes of transmitting and distributing electricity and for the purpose of telecommunications, including: poles, towers, antennae (except for monopole free standing antennae), guy wires, brackets, crossarms, insulators, above ground or underground transformers, anchors, attachments, lines, access nodes and cables, including underground or fibre optic cables, underground conduits, lines and pipes of every kind, cabinets, all ancillary appliances and fittings, reasonably required associated protective installations and related works such as fencing for safety or security, devices and identifying colours for aircraft warning, and utility services for the operation of any of the foregoing;

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

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

2.0 Grant of Right of Way

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

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

(i) excavate for, construct, install, erect, abandon, replace, extend, upgrade, operate, maintain, 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) construct, 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 2.1 (c) (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 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

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

3.0 Right of Way Area

3.1 The right of way area consists of:

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

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

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

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

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

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

3.2 The parties agree that the sketch plan attached to this Agreement as Schedule "C" reasonably represents the approximate location of the Works existing as of the date of this Agreement. As and when new works are added to the Lands by either or both of Hydro or TELUS, the parties will update Schedule "C", it being the intention of the parties that this Agreement, and all of its terms and provisions, 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 of the Agreement.

14.0 Removal of Works

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

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

(b) Hydro or TELUS, as the case may be, will decommission any roads created by either Hydro or TELUS pursuant to paragraph 2.1 (c) (iii), 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 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, and such damage is not caused as a result of the Grantor's breach of the terms of this Agreement or the negligence or willful act of the Grantor or its contractors, agents or permittees, then Hydro or TELUS, as the case may be, will:

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

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

16.2 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, 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' 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 partnership with an Affiliate of TELUS, TELUS may allow that partnership and its members to exercise some or all of the rights granted to TELUS in this Agreement, provided that TELUS ensures that the partnership and its members comply with TELUS' obligations in this Agreement. For greater certainty, TELUS shall remain fully liable for all of its obligations under this Agreement in such circumstances.

21.0 Notice

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

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

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

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

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

23.0 Interpretation

23.1 In this Agreement:

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

(b) the headings are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of this Agreement;

(c) if any provision is determined by a court or arbitrator of competent jurisdiction to be illegal or unenforceable, that provision will be considered separate and severable, and the legality or enforceability of the remaining provisions will not be affected by that determination.

IN WITNESS WHEREOF the parties have duly executed this Agreement, as of the date first referred to above.

British Columbia Hydro and Power Authority
by its authorized signatory:

Signature:_____________________________

Name (Printed):________________________

Title:_________________________________

TELUS Communications Inc. by its
authorized signatory

Signature:_____________________________

Name (Printed):________________________

Title:_________________________________

Tsawwassen First Nation, by its authorized
signatory

Signature:_____________________________

Name (Printed):________________________

Title:__________________________________

SCHEDULE "A"

Legal description of the Lands

SCHEDULE "B"

Sketch Plan of the Lands

SCHEDULE "C"

Surveyed Plan of Works, Pursuant to Section 3.2 of the Agreement

APPENDIX D-9
Document 5 – Natural Gas Distribution Works Right of Way Agreement
(Terasen Gas Inc.)

Land Title Act
Form C

(Section 233)

Province of British Columbia

GENERAL INSTRUMENT – PART 1     (This area for Land Title Office use)     PAGE 1 of 16 pages

1. Application: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)

2. Parcel Identifier And legal Description of Land:

3. NATURE OF INTEREST: *

4. Terms: Part 2 of this instrument consists of (select one only)

	(a) Filed Standard Charge Terms	D.F. No.
	(b) Express Charge Terms	x Annexed as Part 2
	(c) Release	There is no Part 2 of this instrument
	A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. Transferor(s):
    TSAWWASSEN FIRST NATION

6. Transferee(s): (including occupation(s), postal address(es) and postal code(s))
    TERASEN GAS INC., 3700 2nd Avenue, Burnaby, BC, V5C 6S4

7. Additional or Modified Terms: *

8. Execution(s): This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any:

Officer Certification:

Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1979, c. 116, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E.

** If space insufficient, continue executions on additional page(s) in Form D.

RIGHT-OF-WAY AGREEMENT FOR NATURAL GAS
DISTRIBUTION WORKS

This Agreement is made as of __________________________, 200_______,

Between:

     Tsawwassen First Nation
     131 North Tsawwassen Drive, Delta, BC, V4M 4G2

     (the "Grantor")

And:

     Terasen Gas Inc., a corporation continued under the laws of the Province of British Columbia
     having an office at 3700 2nd Avenue, Burnaby, British Columbia, V5C 6S4

     ("Terasen")

WHEREAS:

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

B. In accordance with the Final Agreement, the Grantor wishes to grant to Terasen a right-of-way with respect to the Grantor's Lands as hereinafter defined,

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

1.0 Definitions

1.1 In this Agreement:

"Area of the Works" means those portions of the Lands located within one (1) metre of either side from the diameter of the Works;

"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;

"Agreement" means this right-of-way agreement and all schedules attached to it;

"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;

"Excluded 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;

"Final Agreement" means the Tsawwassen First Nation Final Agreement among the Grantor, Canada and British Columbia;

"Lands" means the lands and premises as are legally described in Schedule "A" and as are shown in Schedule "B", which are both attached to this Agreement;

"Right-of-Way" means the tenure and those rights, privileges, licenses, liberties and permits granted to and held by Terasen as set out in this Agreement;

"Right-of-Way Area" means, collectively, the Works Area and the Area of the Works;

"Works" means all above ground or underground things and components owned or operated by Terasen, necessary or convenient for the purpose of transmitting, transporting and distributing natural and artificial gas and other gaseous or liquid hydrocarbons or any product or by-product thereof on, over, under, across and through the Works Area, in whole or in part, by any means, including one or more underground pipelines of any kind or dimension with any above ground and underground valves, structures, meters and other appliances and fittings, and devices for inspection, controlling corrosion and erosion, all for use in connection with such pipeline(s), all as they may exist from time to time, and for greater certainty, includes alterations, extensions and additions to such Works as required from time to time;

"Works Area" means those portions of the Lands more particularly described in Part 3.0 of this Agreement.

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

2.0 Grant of Right-of-Way

2.1 Effective as of the date of this Agreement, the Grantor grants a Right-of-Way over the Lands to Terasen commencing on the date written above and continuing for so long as any of the Right-of-Way is required by Terasen, which Right-of-Way shall confer on Terasen, the right, privilege, liberty and permit to:

(a) use the Works Area as follows:

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

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

(iii) generally, to do all such other acts or things on the Works Area as may reasonably be necessary or incidental to the business of Terasen in connection with any of the foregoing;

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

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

(ii) to 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 Terasen, might interfere with or endanger the Works, disrupt service to Terasen's customers, or pose a hazard to the Works or persons in relation to the Works;

(iii) to 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 reasonable opinion of Terasen, interfere with or endanger the Works, disrupt service to Terasen's customers, or pose a hazard to the Works or persons in relation to the Works; and

(c) to enjoy further rights as follows:

(i) Terasen may, with the prior written consent of the Grantor, and any party with a registered interest in the affected areas, such consent not to be unreasonably withheld, delayed or conditioned, cut trees outside the Area of the Works, if in the reasonable opinion of Terasen such trees would threaten to damage the Works or pose a hazard to the Works or persons in relation to the Works;

(ii) Terasen may pass and repass over existing roads on the Lands for access to and from the Area of the Works, and in the event that such roads become closed to the public for any reason, the Grantor shall nonetheless provide Terasen access to such roads for the purpose for ingress and egress to and from the Area of the Works, to the extent reasonably practicable, or to such alternative access as may be available, at no additional cost to Terasen;

(iii) If no such road access is available, Terasen may have access to and over other portions of the Lands for access to and from the Area of the Works, provided that such access has been approved by the Grantor, such approval not to be unreasonably withheld or delayed, and by any other person having an interest in such portion or portions; provided that such approval is not required if access is necessary for determining consumption or usage of services, in emergency situations or for normal surveillance or safety inspection purposes;

(iv) Terasen 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 Area or to protect persons and property that may be at risk from such Works, provided that:

A. Terasen will deliver to the Grantor for prior approval a written work plan describing the proposed work on the Lands;

B. the Grantor will not unreasonably withhold or delay approval of such work plan and will not impose any unreasonable conditions relating to the granting of such approval 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 Terasen and the Grantor, each acting reasonably, cannot agree on a work plan within 30 days of receipt by the Grantor of the work plan proposed by Terasen, then either party may refer the disagreement to dispute resolution under section 17.1 of this Agreement; and

C. in the event that any damage to the Lands results from the implementation of the work plan by Terasen, Terasen will repair and restore the damaged portion of the Lands as near as is reasonably feasible, to their condition prior to the implementation of the work plan or, at Terasen's discretion, pay to the Grantor appropriate compensation in respect of such damage.

2.2 Notwithstanding the foregoing, if Terasen determines in its reasonable judgment that an emergency situation exists or there are imminent safety concerns or risk of public harm, Terasen 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 located within the Lands or within an Excluded Area, or to protect persons and property that may be at risk from such Works, and in that event Terasen will as soon as reasonably possible thereafter notify the Grantor.

3.0 Works Area

3.1 The Works Area consists of all portions of the Lands reasonably required by Terasen for the following:

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

(b) any additional Works constructed adjacent to, along the sides of and across any of the Grantor's roads from time to time existing on or through the Lands;

(c) any additional Works that provide services to any lands adjacent to any roads from time to time existing on or through the Lands; and

any such other portions of the Lands as are from time to time consented to in writing by the Grantor, or any delegate appointed by the Grantor.

3.2 The parties agree that the sketch plan attached to this Agreement as Schedule "C" reasonably represents the Works existing as of the date of this Agreement. As and when new works are added to the Lands by Terasen, the parties will update Schedule "C" to reflect such new works, it being the intention of the parties for this Agreement and all of its terms and provisions to apply to such new works in their entirety.

3.3 Nothing in this Part 3.0 is intended to affect the rights of Terasen 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, Terasen acknowledges and agrees that:

(a) this Agreement does not grant a fee simple interest in the Lands to or in favour of Terasen; and

(b) the Grantor may grant to third parties other interests on the Right-of-Way Area upon prior written notice to Terasen, 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 Terasen of the Works or Right-of-Way Area.

5.0 Protection of the Environment

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

6.0 Covenants of Terasen

6.1 Terasen covenants with the Grantor to:

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

(b) keep the Right-of-Way Area, and any Works, 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 Terasen, provided that Terasen has no obligation to keep any roads within the Right-of-Way Area suitable for use by anyone except Terasen;

(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 Terasen 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 or annoyance to the Grantor, except to the extent required by Terasen, acting reasonably, to exercise the rights granted herein.

7.0 New Works Constructed by Terasen

7.1 Prior to undertaking construction on the Lands of any new Works which are not alterations, extensions or additions to existing Works, Terasen, will deliver to the Grantor for prior approval, a sketch plan showing with reasonable accuracy the location of any new Works, which approval will not be unreasonably withheld, delayed or conditioned.

8.0 Relocation of Works Due to Change

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

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

(b) Terasen will take into account any likely material adverse effect of the relocated Works on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by Terasen 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 Terasen.

9.0 Relocation of Works at the request of the Grantor

9.1 If the Grantor requires a portion of the Right-of-Way Area for other purposes, then upon written request by the Grantor, Terasen 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 Terasen, suitable for use for the relocated Works considering construction, maintenance and operation, and cost factors;

(b) the Grantor gives Terasen 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 Terasen, with appropriate adjustments made based on actuals after the relocation is complete); and

(d) without any further action required on the part of the parties, a new Right-of-Way will be deemed to have been established upon the terms and conditions of this Agreement, which will apply to and cover such relocated Works.

10.0 Fencing and Use of the Right-of-Way Area

10.1 Except for the purpose of protecting any necessary above ground Works, Terasen will not fence the Right-of-Way Area without the prior consent of the Grantor. Any present or future lessees or permittees having any rights with respect to the Right-of-Way Area are, subject to the rights granted to Terasen herein, to be allowed free access to the Right-of-Way Area and the use of the same except for:

(a) making, placing, erecting or maintaining any building, structure, excavation, pile of material or obstruction or planning any growth on the Area of the Works which, in the reasonable opinion of Terasen might interfere with or endanger the construction, operation, maintenance or removal of the Works or might reasonably obstruct access by Terasen to the Works; or

(b) doing any act or thing that might reasonably interfere with or damage the Works or create or increase any hazards to persons in relation to the Works; or

(c) doing anything that would contravene the provisions of the Gas Utility Act, Pipeline Act, or Gas Safety Regulations pursuant to the Safety Standards Act, all as amended from time to time.

11.0 Inspections

11.1 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 Works Area and the Works.

12.0 Restoration

12.1 When a portion of the Works Area is no longer required for the Works, Terasen will restore the ground surface to the affected portion of the Works Area, as near as is reasonably possible to its condition prior to the installation of the Works, including the removal of any above ground Works.

12.2 Section 12.1 will survive the termination or expiration of this Agreement.

13.0 Removal of Works

13.1 On the termination or expiration of this Agreement, Terasen 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 in part of the Works. If the consent of the Grantor is not obtained within one year after the date of the termination or expiration of this Agreement, Terasen will remove the Works, where practicable, as soon as reasonably possible in the circumstances.

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

13.3 Sections 13.1 and 13.2 will survive the termination or expiration of this Agreement.

14.0 Covenants of the Grantor

14.1 The Grantor covenants with Terasen that:

(a) subject to subsection 4.1 (b), Terasen shall and may peaceably enjoy and hold the Right-of-Way without interruption, disturbance, molestation or hindrance whatsoever from the Grantor or any other person lawfully claiming from or under the Grantor, provided however that nothing in this section 14.1 shall limit the Grantor's right of inspection pursuant to section 11.1.

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

(i) may reasonably 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 reasonably obstruct access to the Works or any part thereof by those authorized by Terasen;

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

(iv) contravene the provisions of the Gas Utility Act, Pipeline Act or Gas Safety Regulations pursuant to the Safety Standards Act, all as amended from time to time;

(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 Terasen, which permission will not be unreasonably withheld, delayed or accompanied by unreasonable conditions; and

(d) 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 Terasen has first been received, which permission will not be unreasonably withheld, delayed or accompanied by unreasonable conditions.

15.0 Compensation for Damages

15.1 Subject to the Right-of-Way granted herein, Terasen covenants with the Grantor that if Terasen damages any structures, buildings, fixtures, improvements, chattels, animals, crops or merchantable timber owned by the Grantor anywhere 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 negligent or willful act of the Grantor or its contractors, agents or permittees, that Terasen will:

(a) compensate the Grantor for such damage to structures, buildings, fixtures, improvements, chattels, animals, crops, or merchantable timber; 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 occurrence of the damage.

15.2 Despite section 15.1, Terasen covenants with the Grantor that Terasen will pay compensation to the Grantor, in accordance with generally accepted principles of timber valuation, for any merchantable timber cut or damaged by Terasen on the Lands or adjacent to the Right-of-Way Area and the parties agree that on payment, title to any timber cut on the Lands under this Agreement will vest in Terasen.

16.0 Indemnity and Interest

16.1 Terasen will at all times save harmless, indemnify and keep indemnified the Grantor against and be responsible for 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) the escape, ignition or explosion from whatever cause whatsoever of natural gas from the Works;

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

(c) any act or omission on the part of Terasen in respect of or in relation to the Works including the construction, maintenance, operation, decommissioning or removal of same.

16.2 Terasen will at all times hereafter pay to the Grantor the amount of any loss or damage which may be suffered or sustained by the Grantor by reason of or arising out of the matters set forth in section 16.1, including reasonable administration and legal costs, provided that Terasen has the right to take up the defense of any such matters and the Grantor agrees not to admit liability for, settle or compromise any such matters without the express written consent of Terasen.

17.0 Dispute Resolution

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

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

(b) either party may, at any time, by written notice request that the dispute be referred to mediation, conducted by a mediator, knowledgeable about the matters in dispute; and

(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.

18.0 Runs With the Land

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

19.0 Assignment

19.1 This Agreement and the Right-of-Way granted herein:

(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, delayed or accompanied by unreasonable conditions; but

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

20.0 Notice

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

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

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

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

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

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

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

21.0 General

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

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

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

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

21.5 A delegate appointed by the Grantor may provide Terasen 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, sketch plans, access to the Area of the Works, and relocations or replacements of any Works as contemplated in this Agreement.

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

22.0 Interpretation

22.1 In this Agreement:

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

(b) the headings are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of this Agreement; and

(c) if any provision is determined by a court or arbitrator of competent jurisdiction to be illegal or unenforceable, that provision will be considered separate and severable, and the legality or enforceability of the remaining provisions will not be affected by that determination.

IN WITNESS WHEREOF the parties have duly executed this Agreement, as of the date first reference above.

Terasen Gas Inc.
by its authorized signatory,

___________________________________
(Signature)

___________________________________
(Name of signatory – printed)

___________________________________
Title

Tsawwassen First Nation
by its authorized signatory,

___________________________________
(Signature)

___________________________________
(Name of signatory – printed)

___________________________________
Title

SCHEDULE "A"

Legal Description of Lands

SCHEDULE "B"

Map of the Lands

SCHEDULE "C"

Plan and Description of Existing Works, to be amended as per section 3.2

APPENDIX D-9
Document 6 – Broadband Communications Distribution Works
Right Of Way Agreement
(Delta Cable Communications Ltd.)

LAND TITLE ACT
FORM C

(Section 233)

Province of
British Columbia

GENERAL INSTRUMENT – PART 1     (This area for Land Title Office use)     PAGE 1 of 10 pages

1. APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)

2. PARCEL IDENTIFIER AND LEGAL DESCRIPTION OF LAND: *

3. NATURE OF INTEREST:

4. TERMS: Part 2 of this instrument consists of (select one only)

	(a) Filed Standard Charge Terms	D.F. No.
	(b) Express Charge Terms	x Annexed as Part 2
	(c) Release	There is no Part 2 of this instrument
	A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. TRANSFEROR(S): *
    TSAWWASSEN FIRST NATION

6. TRANSFEREE(S): (including postal address(es) and postal code(s)) *
delta cable communications ltd., 5381 48th Avenue, Delta BC V4K 1W7

7. ADDITIONAL OR MODIFIED TERMS: *
    N/A

8. EXECUTION(S): This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any:

Officer Certification:

Your Signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1979, c. 116, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E.

** If space insufficient, continue executions on additional page(s) in Form D.

RIGHT-OF-WAY AGREEMENT
FOR BROADBAND COMMUNICATIONS
DISTRIBUTION WORKS

This Agreement is made as of __________________________, 200_______,

Between:

     Tsawwassen First Nation
     131 North Tsawwassen Drive, Delta, BC, V4M 4G2

     (the "Grantor")

And:

     Delta Cable Communications Ltd., a corporation incorporated under the laws of the Canada

     ("Delta Cable")

WHEREAS:

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

B. In accordance with the Final Agreement, the Grantor wishes to grant to Delta Cable a right-of-way with respect to the Grantor's Lands as hereinafter defined

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

1.0 Definitions

1.1 In this Agreement:

"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;

"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;

"Agreement" means this right-of-way agreement and all schedules attached to it;

"Broadband Communications Works" means all things and components, using any type of technology, necessary or convenient for the purpose of broadband communications on, over, under, across and through the Works Area, in whole or in part, by any means, including poles, 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, but excluding towers;

"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;

"Excluded 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;

"Final Agreement" means the Tsawwassen First Nation Final Agreement among the Grantor, Canada and British Columbia;

"Lands" means the lands and premises as are legally described in Schedule "A" and as are shown in Schedule "B", which are both attached to this Agreement;

"Right-of-Way" means the tenure and those rights, privileges, licenses, liberties and permits granted to and held by Delta Cable as set out in Part 2.0 of this Agreement;

"Right-of-Way Area" means, collectively, the Works Area and the Area of the Works;

"Works" as it relates to the rights and responsibilities of Delta Cable means the Broadband Communications Works of Delta Cable and its Affiliates, all as they may exist from time to time; and

"Works Area" means those portions of the Lands more particularly described in Part 3.0 of this Agreement.

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

2.0 Grant of Right-of-Way

2.1 Effective as of the date of this Agreement, the Grantor grants a Right-of-Way over the Lands to Delta Cable commencing on the date written above and continuing for so long as any of the Right-of-Way is required by Delta Cable, which Right-of-Way shall confer on Delta Cable, the right, privilege, liberty and permit to:

(a) use the Works Area as follows:

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

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

(iii) generally, to do all such other acts or things on the Works Area as may reasonably be necessary or incidental to the business of Delta Cable in connection with any of the foregoing;

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

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

(ii) to 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 Delta Cable, might interfere with or endanger the Works, disrupt service to Delta Cable's customers, or pose a hazard to the Works or persons in relation to the Works;

(iii) to 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 reasonable opinion of Delta Cable, interfere with or endanger the Works, disrupt service to Delta Cable's customers, or pose a hazard to the Works or persons in relation to the Works; and

(c) to enjoy further rights as follows:

(i) Delta Cable may, with the prior written consent of the Grantor, and any party with a registered interest in the affected areas, such consent not to be unreasonably withheld, delayed or conditioned, cut trees outside the Area of the Works, if in the reasonable opinion of Delta Cable such trees would threaten to damage the Works or pose a hazard to the Works or persons in relation to the Works;

(ii) Delta Cable may pass and repass over existing roads on the Lands for access to and from the Area of the Works, and in the event that such roads become closed to the public for any reason, the Grantor shall nonetheless provide Delta Cable access to such roads for the purpose for ingress and egress to and from the Area of the Works, to the extent reasonably practicable, or to such alternative access as may be available, at no additional cost to Delta Cable;

(iii) If no such road access is available, Delta Cable may have access to and over other portions of the Lands for access to and from the Area of the Works, provided that such access has been approved by the Grantor, such approval not to be unreasonably withheld or delayed, and by any other person having an interest in such portion or portions; provided that such approval is not required if access is necessary for determining consumption or usage of services, in emergency situations or for normal surveillance or safety inspection purposes;

(iv) Delta Cable 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 Area or to protect persons and property that may be at risk from such Works, provided that:

A. Delta Cable will deliver to the Grantor for prior approval a written work plan describing the proposed work on the Lands;

B. the Grantor will not unreasonably withhold or delay approval of such work plan and will not impose any unreasonable conditions relating to the granting of such approval 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 Delta Cable and the Grantor, each acting reasonably, cannot agree on a work plan within 30 days of receipt by the Grantor of the work plan proposed by Delta Cable, then either party may refer the disagreement to dispute resolution under section 17.1 of this Agreement; and

C. in the event that any damage to the Lands results from the implementation of the work plan by Delta Cable, Delta Cable will repair and restore the damaged portion of the Lands as near as is reasonably feasible, to their condition prior to the implementation of the work plan or, at Delta Cable's discretion, pay to the Grantor appropriate compensation in respect of such damage.

2.2 Notwithstanding the foregoing, if Delta Cable determines in its reasonable judgment that an emergency situation exists or there are imminent safety concerns or risk of public harm, Delta Cable 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 located within the Lands or within an Excluded Area, or to protect persons and property that may be at risk from such Works, and in that event Delta Cable will as soon as reasonably possible notify thereafter the Grantor.

3.0 Works Area

3.1 The Works Area consists of all portions of the Lands reasonably required by Delta Cable for the following:

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

(b) any additional Works constructed adjacent to, along the sides of and across any of the Grantor's roads from time to time existing on or through the Lands;

(c) any additional Works that provide services to any lands adjacent to any roads from time to time existing on or through the Lands; and

any such other portions of the Lands as are from time to time consented to in writing by the Grantor, or any delegate appointed by the Grantor.

3.2 The parties agree that the sketch plan attached to this Agreement as Schedule "C" reasonably represents the Works existing as of the date of this Agreement. As and when new works are added to the Lands by Delta Cable, the parties will update Schedule "C" to reflect such new works, it being the intention of the parties for this Agreement and all of its terms and provisions to apply to such new works in their entirety.

3.3 Nothing in this Part 3.0 is intended to affect the rights of Delta Cable 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, Delta Cable acknowledges and agrees that:

(a) this Agreement does not grant a fee simple interest in the Lands to or in favour of Delta Cable; and

(b) the Grantor may grant to third parties other interests on the Right-of-Way Area upon prior written notice to Delta Cable, 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 Delta Cable of the Works or Right-of-Way Area.

5.0 Protection of the Environment

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

6.0 Covenants of Delta Cable

6.1 Delta Cable covenants with the Grantor to:

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

(b) keep the Right-of-Way Area, and any Works, 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 Delta Cable, provided that Delta Cable has no obligation to keep any roads within the Right-of-Way Area suitable for use by anyone except Delta Cable;

(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 Delta Cable 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 or annoyance to the Grantor, except to the extent required by Delta Cable, acting reasonably, to exercise the rights granted herein.

7.0 New Works Constructed by Delta Cable

7.1 Prior to undertaking construction on the Lands of any new Works which are not alterations, extensions or additions to existing Works, Delta Cable, will deliver to the Grantor for prior approval, a sketch plan showing with reasonable accuracy the location of any new Works, which approval will not be unreasonably withheld, delayed or conditioned.

8.0 Relocation of Works Due to Change

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

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

(b) Delta Cable will take into account any likely material adverse effect of the relocated Works on adjacent lands, and the Grantor will take into account the cost efficiencies of the location selected by Delta Cable 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 Delta Cable.

9.0 Relocation of Works at the request of the Grantor

9.1 If the Grantor requires a portion of the Right-of-Way Area for other purposes, then upon written request by the Grantor, Delta Cable 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 Delta Cable, suitable for use for the relocated Works considering construction, maintenance and operation, and cost factors;

(b) the Grantor gives Delta Cable 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 Delta Cable, with appropriate adjustments made, based on actuals, after the relocation is complete); and

(d) without any further action required on the part of the parties, a new Right-of-Way will be deemed to have been established upon the terms and conditions of this Agreement, which will apply to and cover such relocated Works.

10.0 Fencing and Use of the Right-of-Way Area

10.1 Except for the purpose of protecting any necessary above ground Works, Delta Cable will not fence the Right-of-Way Area without the prior consent of the Grantor. Any present or future lessees or permittees having any rights with respect to the Right-of-Way Area are, subject to the rights granted to Delta Cable herein, to be allowed free access to the Right-of-Way Area and the use of the same except for:

(a) making, placing, erecting or maintaining any building, structure, excavation, pile of material or obstruction or planning any growth on the Area of the Works which, in the reasonable opinion of Delta Cable might interfere with or endanger the construction, operation, maintenance or removal of the Works or might reasonably obstruct access by Delta Cable to the Works; or

(b) doing any act or thing that might reasonably interfere with or damage the Works or create or increase any hazards to persons in relation to the Works.

11.0 Inspections

11.1 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 Works Area and the Works.

12.0 Restoration

12.1 When a portion of the Works Area is no longer required for the Works, Delta Cable will restore the ground surface to the affected portion of the Works Area, as near as is reasonably possible to its condition prior to the installation of the Works, including the removal of any above ground Works.

12.2 Section 12.1 will survive the termination or expiration of this Agreement.

13.0 Removal of Works

13.1 On the termination or expiration of this Agreement, Delta Cable 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 in part of the Works. If the consent of the Grantor is not obtained within one year after the date of the termination or expiration of this Agreement, Delta Cable will remove the Works, where practicable, as soon as reasonably possible in the circumstances.

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

13.3 Sections 13.1 and 13.2 will survive the termination or expiration of this Agreement.

14.0 Covenants of the Grantor

14.1 The Grantor covenants with Delta Cable that:

(a) subject to subsection 4.1 (b), Delta Cable shall and may peaceably enjoy and hold the Right-of-Way without interruption, disturbance, molestation or hindrance whatsoever from the Grantor or any other person lawfully claiming from or under the Grantor, provided however that nothing in this section 14.1 shall limit the Grantor's right of inspection pursuant to section 11.1.

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

(i) may reasonably 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 reasonably obstruct access to the Works or any part thereof by those authorized by Delta Cable; or

(iii) may by its operation, use, maintenance or existence on the Area of the Works, reasonably 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 Delta Cable, which permission will not be unreasonably withheld, delayed or accompanied by unreasonable conditions; and

(d) 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 Delta Cable has first been received, which permission will not be unreasonably withheld, delayed or accompanied by unreasonable conditions.

15.0 Compensation for Damages

15.1 Subject to the Right-of-Way granted herein, Delta Cable covenants with the Grantor that if Delta Cable damages any structures, buildings, fixtures, improvements, chattels, animals, crops or merchantable timber owned by the Grantor anywhere 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 negligent or willful act of the Grantor or its contractors, agents or permittees, that Delta Cable will:

(a) compensate the Grantor for such damage to structures, buildings, fixtures, improvements, chattels, animals, crops, or merchantable timber; 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 occurrence of the damage.

15.2 Despite section 15.1, Delta Cable covenants with the Grantor that Delta Cable will pay compensation to the Grantor, in accordance with generally accepted principles of timber valuation, for any merchantable timber cut or damaged by Delta Cable on the Lands or adjacent to the Right-of-Way Area and the parties agree that on payment, title to any timber cut on the Lands under this Agreement will vest in Delta Cable.

16.0 Indemnity and Interest

16.1 Delta Cable will at all times save harmless, indemnify and keep indemnified the Grantor against and be responsible for 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 Delta Cable of any of Delta Cable's covenants, conditions or obligations under this Agreement; or

(b) any act or omission on the part of Delta Cable in respect of or in relation to the Works including the construction, maintenance, operation, decommissioning or removal of same.

16.2 Delta Cable will at all times hereafter pay to the Grantor the amount of any loss or damage which may be suffered or sustained by the Grantor by reason of or arising out of the matters set forth in section 16.1, including reasonable administration and legal costs, provided that Delta Cable has the right to take up the defense of any such matters and the Grantor agrees not to admit liability for, settle or compromise any such matters without the express written consent of Delta Cable.

17.0 Dispute Resolution

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

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

(b) either party may, at any time, by written notice request that the dispute be referred to mediation, conducted by a mediator, knowledgeable about the matters in dispute; and

(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.

18.0 Runs With the Land

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

19.0 Assignment

19.1 This Agreement and the Right-of-Way granted herein:

(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, delayed or accompanied by unreasonable conditions, but

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

20.0 Notice

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

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

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

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

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

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

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

21.0 General

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

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

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

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

21.5 A delegate appointed by the Grantor may provide Delta Cable 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, sketch plans, access to the Area of the Works, and relocations or replacements of any Works as contemplated in this Agreement.

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

22.0 Interpretation

22.1 In this Agreement:

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

(b) the headings are for convenience only and are not to be construed as defining or in any way limiting the scope or intent of this Agreement; and

(c) if any provision is determined by a court or arbitrator of competent jurisdiction to be illegal or unenforceable, that provision will be considered separate and severable, and the legality or enforceability of the remaining provisions will not be affected by that determination.

IN WITNESS WHEREOF the parties have duly executed this Agreement, as of the date first reference above.

Delta Cable Communications Ltd.
by its authorized signatory,

___________________________________
(Signature)

___________________________________
(Name of signatory – printed)

___________________________________
Title

TSAWWASSEN FIRST NATION,
by its authorized signatory

Signature: ___________________________________

Name (Printed): ______________________________

Title: _______________________________________

SCHEDULE "A"

Legal Description of Lands

SCHEDULE "B"

Map of Lands

SCHEDULE "C"

Plan and Description of Existing Works, to be amended as per section 3.2

APPENDIX D-9
Document 7 – Cable Landing Site Lease
(British Columbia Hydro and Power Authority)

Land Title Act
Form C

(Section 233)

Province of British Columbia

General Instrument – Part 1     (This area for Land Title Office use)     Page 1 of 16 pages

1. Application: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)

2. Parcel Identifier and Legal Description of Land:

3. Nature Of Interest: *

4. Terms: Part 2 of this instrument consists of (select one only)

	(a) Filed Standard Charge Terms	D.F. No.
	(b) Express Charge Terms	x Annexed as Part 2
	(c) Release	There is no Part 2 of this instrument
	A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. Transferor(S):
    TSAWWASSEN FIRST NATION

6. Transferee(S): (including occupation(s), postal address(es) and postal code(s))
    BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, 8th Floor - 333 Dunsmuir Street, Vancouver, BC, V6B 5R3

7. ADDITIONAL OR MODIFIED TERMS: *

8. Execution(s): This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any:

Officer Certification:

Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1979, c. 116, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E.

** If space insufficient, continue executions on additional page(s) in Form D.

LEASE

THIS LEASE dated for reference the ____ day of ______________________, 20________,

BETWEEN:

     TSAWWASSEN FIRST NATION
     131 North Tsawwassen Drive, Delta, BC, V4M 4G2

     (the "Lessor")

AND:

     BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, 333 Dunsmuir Street, Vancouver, British Columbia V6B 5R3

     ("Hydro")

WHEREAS:

A. Due to proposed development in 1969 of the Roberts Bank area in the vicinity of the Tsawwassen First Nation Indian Reserve by the National Harbours Board ("NHB"), it was determined between the Minister of Indian Affairs and Northern Development ("DIAND") and NHB that the most appropriate site for the location of a proposed Hydro transmission cable installation and cable landing site was on the Tsawwassen Indian Reserve;

B. As authorized by Order in Council P.C. 1969-1036 (Registration No. 7575-248) and approved by Tsawwassen First Nation, DIAND and NHB entered into an agreement whereby Tsawwassen First Nation ("TFN") would receive payment in the amount of $130,000 and the transfer of 13 acres of additional land in exchange for a right-of-way of 11.962 acres for Hydro's transmission cable installation for so long as required, and a lease of 1.13 acres for the cable landing site for a term of 999 years, both of which commenced on June 1, 1969 (collectively referred to as the "Original Grant");

C. The Original Grant is registered in the First Nations Land Registry System under Registration No. 1833-32;

D. The transfer of the Original Grant to Hydro was approved by TFN and authorized by Privy Council Order P.C. 1978-283 (Registration No. 57562);

E. As of [DATE], TFN, Canada and British Columbia have entered into a Final Agreement as hereinafter defined.

F. In accordance with the Final Agreement and the above Recitals, the parties intend for the lease for the cable landing site granted under the Original Grant to remain in effect and accordingly, the Lessor wishes to provide a replacement lease for the cable landing site to Hydro on substantially the same terms and conditions as contemplated in the Original Grant, as herein provided,

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements hereinafter contained, the Lessor hereby demises and leases the Leased Area to Hydro upon and subject to the following terms, conditions and covenants:

PART 1 – DEFINITIONS

Defined Terms

1.1 In this Lease:

(a) "Access Road" means the portion of the Adjacent Lands shown outlined and hatched on the plan attached hereto as Schedule D and identified as the Access Road;

(b) "Adjacent Lands" means those portions of the Lands adjacent to the Leased Area;

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

(d) "Environmental Laws" means any government laws, rules, ordinances, regulations, orders or other edicts having the force of law now or hereafter in force (including without limitation the Environmental Management Act (British Columbia) and any amendments or replacements legislation and regulations thereto, and the principles of common law and equity) relating to the environment, health, safety, product liability or Hazardous Substances (including without limitation the use, manufacture, handling, transportation, production, disposal, discharge, storage or emission of Hazardous Substance or the terms of any permit issued for it) or the environmental conditions in, on, under or about the Leased Area, or in, on under or about adjoining lands but generated from the Leased Area;

(e) "Final Agreement" means the Tsawwassen First Nation Final Agreement among the Lessor, Canada and British Columbia;

(f) "Hazardous Substance" means any pollutants, contaminants, wastes, special wastes, or hazardous or toxic substances or materials including, without limitation those defined, judicially interpreted or identified in any federal, provincial, or local laws, by-laws, regulations, orders, guidelines and policies relating to the protection of the natural environment or public health and safety, including without limitation the Environmental Laws;

(g) "Lands" means the lands and premises as are legally described in Schedule A and as are shown in Schedule C, which are both attached to this Lease;

(h) "Leased Area" means the lands and premises as are legally described in Schedule B and as are shown in Schedule C, which are both attached to this Lease;

(i) "Permitted Encumbrances" means the encumbrances more particularly described on Schedule B hereto;

(j) "Term" means the term of 962 years commencing on June 1, 2006;

(k) "Unavoidable Delay" means a delay in the performance of an act or compliance with a covenant caused by fire, strike, lock-out, or other casualty or contingency beyond the reasonable control of the party obligated to perform or comply with a provision of this Lease, but does not include any insolvency, lack of funds or other financial reason; and

(l) "Works" means the submarine terminal cable landing facilities including without limitation 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, underground vaults, access nodes, cable protectors (metallic or concrete), gutters, sluices, splices, ballasts, support substances 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.

PART 2 – DEMISE AND TERM

Demise

2.1 Subject to the Permitted Encumbrances, the Lessor leases the Leased Area to Hydro, and Hydro leases the Leased Area from the Lessor, to have and to hold for and during the Term and upon and subject to the terms of this Lease.

As Is/Where Is

2.2 Hydro is leasing the Leased Area on an as is/where is basis and acknowledges that the Lessor has made no representations to the fitness of the Leased Area for any purpose or the environmental condition of the Leased Area.

Access Easement

2.3 The Lessor hereby grants to Hydro a non-exclusive easement to access and egress to and from the Leased Area over the Access Road for the duration of the Term.

PART 3 – USE OF LEASED AREA AND COVENANTS

Permitted Use

3.1 Hydro will use the Leased Area for the purpose of a submarine terminal cable landing and related functions, including without limitation the right to excavate for, construct, install, erect, abandon, replace, extend, upgrade, operate, maintain, remove and repair the Works on, over, in, under, across and through the Leased Area.

3.2 Hydro in the exercise of rights under this Lease is only subject to industry standards, and applicable statutes, regulations, by-laws, and lawful requirements of any one or combination of federal and/or provincial authorities.

Management of Leased Area

3.3 Hydro may clear the Leased Area and keep it cleared of all or any part of any trees, growth, buildings or obstruction now or hereafter on the Leased Area which might, in the reasonable opinion of Hydro, interfere with or endanger the construction, erection, stringing, excavation for, installation, operation or maintenance of the Works or any part thereof.

3.4 Hydro may conduct vegetation management upon the Leased Area, such as the planting of vegetation compatible with the undertakings of Hydro, and the application of herbicides and pesticides, provided that Hydro will not conduct any aerial application of herbicides or pesticides on the Lands.

3.5 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 hazards to persons or property in relation to the Works.

3.6 Hydro may enter onto the Lands adjacent to the Leased Area for the purpose of undertaking works to protect any Works located within the Leased Area or to protect persons or property that may be at risk from such Works, provided that:

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

(b) the Lessor 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) Hydro will pay compensation for any damage to the Lands resulting from the implementation of the work plan; and

(d) if Hydro determines in its reasonable judgement that an emergency situation exists or there are imminent safety concerns, then Hydro may, without approval of the Lessor, undertake works and take such steps on the Lands as are reasonably required to be taken immediately in order to protect the Works, or to protect persons or property that may be at risk from the Works, and in that event Hydro will as soon as reasonably possible thereafter notify the Lessor.

Covenants of Hydro

3.7 Hydro covenants with the Lessor to:

(a) keep the Leased Area in a clean, orderly and sanitary condition;

(b) not permit any debris, garbage, trash or refuse to be placed or left outside or on the Leased Area;

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

(d) take all reasonable steps and precautions to minimize disturbance of any archaeological material discovered by Hydro on the Leased Area, and to immediately notify the Lessor; and

(e) not commit or suffer any wilful or voluntary waste, spoil or destruction on the Leased Area, or do or suffer to be done thereon anything that may be or become a nuisance or annoyance to the Lessor, except to the extent required by Hydro acting reasonably, to exercise its rights under this Lease.

Environmental Requirements

3.8 Hydro agrees not to store, use, manufacture, sell, release, dispose, transport, handle, bring or allow to remain on, in or under any part of the Lands or the Leased Area any Hazardous Substance.

Covenants of Lessor

3.9 The Lessor agrees as follows:

(a) not to make, place, erect or maintain any building, structure, pile of material or obstruction or plant any growth on areas adjacent to the Leased Area which, in the opinion of Hydro might interfere with or endanger the construction, erection, stringing, excavation for, installation, operation or maintenance of the Works or any part thereof, or might obstruct access by Hydro's employees, agents, or licensees to the Works or any part therefore; and

(b) not to carry out blasting or aerial logging operations on or adjacent to the Leased Area without permission in writing first received from Hydro, which permission shall not be unreasonably withheld.

PART 4 – INDEMNITY

Hydro's Contractor's Insurance

4.1 Hydro will require any contractor performing work on the Leased Area to carry and maintain, at no expense to the Lessor, commercial general liability insurance and other insurance in amounts and on terms reasonably determined by the Lessor and provide the Lessor with satisfactory proof of that insurance from time to time.

Indemnity

4.2 Hydro will not hold the Lessor liable in any way or claim against the Lessor for any loss of life, personal injury or damage to Leased Area arising from any occurrence in, on or related to the Leased Area, or occupancy or use of the Leased Area, except where caused by the Lessor or those for whom the Lessor is in law responsible.

4.3 Hydro will indemnify the Lessor and save it harmless from and against all claims, actions, damages, liabilities, costs and expenses in connection with the loss of life, personal injury or damage to Leased Area arising from Hydro's occupancy or use of the Leased Area, or occasioned wholly or in part by an act or omission of the Hydro, its officers, employees, agents, customers, contractors or other invitees except where caused by the Lessor or those for whom the Lessor is in law responsible.

4.4 The indemnity provisions contained in section 4.3 are deemed to survive the expiry or earlier termination of this Lease.

Limitation of Liability

4.5 The Lessor will not be liable to Hydro in respect of any loss, injury or damage to Hydro or any other person for any loss, injury or damage arising from any occurrence in, on or related to the Leased Area, or any loss or damage to Leased Area (including loss of use thereof) howsoever except where the injury, loss, or damage is caused by the Lessor or those for whom the Lessor is in law responsible.

PART 5 – ASSIGNMENT AND SUBLETTING

Assignment and Subletting by Hydro

5.1 Hydro may, without the consent of the Lessor, assign, mortgage, or encumber this Lease in whole or in part, or sublease all or any part of the Leased Area or permit the Leased Area to be used or occupied by any other person provided that such assignment, mortgage, encumbrance or subletting is necessary or desirable in Hydro's sole discretion, to fulfill Hydro's mandate under the Hydro Power and Authority Act or as may be further mandated by the Province of British Columbia, and provided Hydro provides written notice of same and in the event of any assignment, the assignee enters into an agreement with the Lessor where either the assignee assumes the obligations of Hydro under the Lease, or Hydro agrees in writing to retain all such obligations.

PART 6 – MAINTENANCE

Hydro's Maintenance

6.1 Hydro will at its costs:

(a) keep the Leased Area, in reasonably good, substantial and safe state of repair; and

(b) immediately reimburse the Lessor for the repair of any damage caused to any part of the Leased Area caused by or through the wilful act, negligence or omission of the Hydro, its officers, employees, agents, customers, contractors or other invitees.

Ownership of Improvements, Fixtures, Appurtenances and Attachments

6.2 The ownership of all improvements, fixtures, appurtenances and attachments on the Leased Area shall remain vested in Hydro until the end of the Lease.

Removal of Leasehold Improvements

6.3 Upon expiry of this Lease or if Hydro no longer requires the Leased Area Hydro will:

(a) dismantle and remove the Works with the exception of underground Works;

(b) remain liable for any environmental damage to the Leased Area arising from any underground Works that remain on or in the Leased Area, except that if the Lessor 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 Lessor's use, or authorized use and to the extent necessary, this covenant will survive the expiry or earlier termination of this Lease; and

(c) in its absolute discretion, be entitled to remove any improvements, fixtures, appurtenances and attachments present on the Leased Area from the Leased Area prior to the expiry of the Lease and any improvements, fixtures, appurtenances and attachments so removed shall continue to be owned by Hydro. Any improvements, leasehold improvements, fixtures, appurtenances and attachments not so removed shall be conveyed to the Lessor at the end of the Term.

PART 7 – MISCELLANEOUS

Quiet Enjoyment

7.1 Subject to the observance and performance by Hydro of all its obligations under this Lease, Hydro may use the Leased Area in accordance with the provisions of this Lease without interference by the Lessor, or any party claiming through the Lessor.

No Partnership

7.2 The Lessor does not in any way or for any purpose become a partner of, or joint venturer or a member of a joint enterprise of Hydro. No provision of this Lease is intended to create a relationship between the parties other than that of lessor and lessee.

Interpretation

7.3 Where the context requires, the singular includes the plural and vice versa, and the masculine, feminine and neuter include each other.

Registration

7.4 Hydro may register this Lease in any land registry system established or used by the Lessor for lands within its jurisdiction. At the request of either party to this Lease, both parties will cooperate in executing any documents or plans required to accomplish the registration of this Lease and to preserve the substance and priority of this Lease in relation to those portions of the Lands affected by this Lease.

No Waiver

7.5 The remedy by the Lessor or Hydro of a breach of an obligation in this Lease will not be considered to be a waiver of a subsequent breach of that or another obligation. No obligation in this Lease will be considered to have been waived by the Lessor or Hydro unless the waiver is in writing and signed.

Unavoidable Delay

7.6 If either the Lessor or Hydro is delayed, hindered in, or prevented from performing an act or complying with a covenant under this Lease by reason of Unavoidable Delay, the time for the doing of the act or complying with the covenant will be extended for a period equal to the period for which that Unavoidable Delay operates to prevent the act or thing required to be done or complied with. The party obligated to do the act or comply with the covenant will not be in default until the expiration of the time so extended. Each party will promptly notify the other of the occurrence of any Unavoidable Delay

Notices

7.7 All notices to be given pursuant to this Lease shall be in writing and shall be given by delivery or facsimile of the same to the address or facsimile number designated hereunder or to such other address or facsimile number as may be substituted therefore from time to time for the proper notice to a party hereunder. Where a notice is sent by facsimile, if it is received by a party prior to 4:00 p.m. local time on a business day, it shall be deemed to have been received on that business day, and otherwise such notice shall be deemed to be received on the business day next following its actual receipt. A party may change its address or facsimile number from time to time by giving written notice of such change to the other party in accordance with this paragraph. The respective addresses and facsimile numbers of the parties are as follows:

Time of Essence

7.8 Time will be of the essence in this Lease.

Severance

7.9 If any provision of this Lease or the application to any person of any provision is held to be invalid or unenforceable, the remainder of this Lease or its application will not be affected.

No Modification

7.10 No representation, understanding or agreement has been made or relied upon except as expressly set out in this Lease. This Lease may only be modified in writing signed by each party against whom the modification is enforceable.

Successors

7.11 This Lease binds and benefits the parties and their respective successors and permitted assigns.

Peaceful Surrender

7.12 Hydro will at the expiration of the Term, immediately surrender the Leased Area in a peaceable way and in the state of repair specified in this Lease.

Schedules

7.13 The Schedules attached to this Lease form part of this Lease.

BRITISH COLUMBIA HYDRO AND
POWER AUTHORITY

By:

___________________________________
Authorized Signatory

TSAWWASSEN FIRST NATION, by its
authorized signatory

Signature:____________________________________

Name (Printed):_______________________________

Title:________________________________________

SCHEDULE "A"

DESCRIPTION OF THE LANDS

Legal Description

SCHEDULE "B"

DESCRIPTION OF THE LEASED AREA

Legal Description

Permitted Encumbrances:

(a) subsisting conditions, provisos, restrictions, exceptions and reservations, including royalties, contained in the original grant or contained in any other grant or disposition from the Crown;

(b) registered rights of way in favour of utilities and public authorities; and

(c) charges registered on title to the Leased Area, at the time of the making of this Lease.

SCHEDULE "C"

MAP SHOWING LANDS and LEASED AREA

SCHEDULE "D"

PLAN OF THE ACCESS ROAD AREA

APPENDIX D-9
Document 8 – Drainage Ditch Right of Way Agreement
(Corporation of Delta)

LAND TITLE ACT
FORM C

(Section 233)

Province of
British Columbia

GENERAL INSTRUMENT – PART 1     (This area for Land Title Office use)     PAGE 1 of 10 pages

1. APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)

2. PARCEL IDENTIFIER AND LEGAL DESCRIPTION OF LAND:*

3. NATURE OF INTEREST:

4. TERMS: Part 2 of this instrument consists of (select one only)

	(a) Filed Standard Charge Terms	D.F. No.
	(b) Express Charge Terms	x Annexed as Part 2
	(c) Release	There is no Part 2 of this instrument
	A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item 2.

5. TRANSFEROR(S): *
     TSAWWASSEN FIRST NATION

6. TRANSFEREE(S): (including postal address(es) and postal code(s)) *
     THE CORPORATION OF DELTA, 4500 CLARENCE TAYLOR CRESCENT, DELTA,
     BRITISH COLUMBIA, V4K 3E2

7. ADDITIONAL OR MODIFIED TERMS: *
     N/A

8. EXECUTION(S): This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any:

Officer Certification:

Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c. 124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

* If space insufficient, enter "SEE SCHEDULE" and attach schedule in From E.

LAND TITLE ACT
FORM E

SCHEDULE

Enter the Required Information in the Same order as the Information Must Appear on the Freehold Transfer Form, Mortgage Form or General Document Form.

2. Parcel Identifier(s) and Legal Descriptions of Land

TERMS OF INSTRUMENT – PART 2

THIS AGREEMENT made [month, day, year]

BETWEEN:

     [Tsawwassen First Nation]

(the "Transferor")

AND:

     [Corporation of Delta]

(the "Transferee")

WHEREAS

A. The Transferor is the registered owner of that certain parcel or tract of land and premises known and described as follows:

INSERT LEGAL DESCRIPTION

(hereinafter called the "Lands")

B. Section 218 of the Land Title Act, R.S.B.C. 1996, c. 250 enables the Transferor to grant in favour of the Transferee an easement without a dominant tenement to be known as a Statutory Right of Way;

C. The Transferee desires to obtain from the Transferor a Statutory Right of Way to construct certain Works on, over and under the hereinafter described portion of the Lands for drainage and irrigation purposes;

D. The Statutory Right of Way herein granted is necessary for the operation and maintenance of the Transferee's undertaking.

1.0 DEFINITIONS

1.1 In these terms of instrument and the pages attached hereto (either before or after this page), which together comprise the document (herein the "Document"):

(a) "Agreement" means and includes the covenants, agreements and executions contained in the Document.

(b) "Transferee" means the Corporation of Delta and is named as the Transferee in Item 6 of the attached Form C;

(c) "Transferor" means the Tsawwassen First Nation and is named as the Transferor in Item 5 of the attached Form C;

(d) "Works" means drainage and irrigation ditches, together with ancillary appliances, fittings building, fixtures, machinery, plant, equipment, apparatus or other improvements power poles, transmission lines, pipes, culverts, retaining walls, wing walls, manholes, meters, pumps, valves, and similar equipment, or any of them;

2.0 GRANT

2.1 The Transferor hereby grants to the Transferee the full, free and uninterrupted right, licence, liberty, privilege, easement and right of way in common with the Transferor over those portions of the Lands (which portions are collectively called the "Statutory Right of Way") which are shown outlined in heavy black on Explanatory Plan No. [number] filed concurrently with this Agreement, a reduced copy of which plan is attached to this Agreement as Schedule A:

(a) to enter over, on, in, and under the Statutory Right of Way to:

(i) conduct surveys and examinations;

(ii) dig up, remove and replace soil;

(iii) construct, install, operate, maintain, clean, cover with soil, alter, relocate, renew, inspect and replace the Works;

for the purpose of conveying, draining, containing, protecting, metering and disposing of [water/storm water] in connection with the provision of [water drainage service] to the Lands;

(b) to bring on to the Statutory Right of Way all materials and equipment the Transferee requires or desires for the Works;

(c) to clear the Statutory Right of Way and keep it clear of anything which in the opinion of the Transferee constitutes or may constitute an obstruction to the use of the Statutory Right of Way or to the Works;

(d) to cross over the Lands for reasonable access to the Statutory Right of Way and make reasonable ancillary use of the Lands for carrying out the Works; and

(e) to do all acts which in the opinion of the Transferee are incidental to the foregoing.

3.0 DURATION

3.1 The duration of the Right of Way and the rights herein granted shall be for a term of twenty (20) years commencing on [Effective Date] • (herein called the "Commencement Date") unless cancelled in accordance with the terms hereof.

4.0 RESTRICTION OF RIGHT OF WAY

4.1 The Transferee acknowledges and agrees that the Right of Way over the Lands will be exercised only over those portions shown outlined in bold on the Statutory Right of Way Plan attached as Schedule "A";

4.2 This Agreement shall not entitle the Transferee to exclusive possession of the Right of Way and the Transferor reserves the right to grant other dispositions of the Right of Way, or any part of it, for the purposes of public utilities, roads, water, sewer and drainage pipe systems, or any other purpose, so long as the grant does not materially affect or interfere with the exercise of the Transferee's rights hereunder.

4.3 If a dispute should arise as to whether a subsequent disposition materially affects or interferes with the exercise of the Transferee's rights hereunder then the dispute shall be referred to dispute resolution pursuant to sections 12.1 to 12.5 of this Agreement.

5.0 RELOCATION OF THE WORKS

5.1 If the Transferor for any reason whatsoever wishes to relocate the Works to a New Location (the "New Location") it shall provide 180 days written notice to the Transferee of its intention to do so.

5.2 The New Location must be of sufficient size to accommodate the Works and be equally suitable for the purposes of the Transferee.

5.3 The Transferor will pay for any reasonable costs of moving the Works to the New Location. As full compensation for all other costs, expenses and damages that the Transferee may incur in connection with the relocation, including disruption and loss of business, the parties shall agree on a lump sum payment and failing agreement, the matter shall be referred to dispute resolution pursuant to sections 12.1 to 12.5.

5.4 The Parties will do all acts and execute all required documents, including a new or amended statutory right of way plan, to give effect to the New Location.

5.5 All other terms and condition of this Agreement will apply to the New Location for the balance of the original term.

6.0 COVENANTS OF THE TRANSFEREE

6.1 The Transferee covenants with the Transferor:

(a) to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged to the account of the Transferee which relate to the Works (herein called "Realty Taxes"), and which the Transferee is liable to pay;

(b) that no taxes, fees or other terms for the use of water for irrigation or for any other purpose shall be directly or indirectly charged to the Transferor by the Transferee other than as expressly authorized by this Agreement and the Transferee shall indemnify and hold harmless the Transferor for any taxes, fees or other terms the Transferee in the exercise of its statutory powers levies upon the Transferor.

(c) to pay when due all charges for electricity, gas, water and other utilities supplied to the Lands for use by, on behalf of or with the permission of the Transferee;

(d) to pay all accounts and expenses as they become due for work performed on or materials supplied to the Statutory Right of Way at the request, on the behalf or with the permission of the Transferee, except for money that the Transferee is required to hold back under the Builders Lien Act;

(e) if any claim of lien over the Lands is made under the Builders Lien Act for work performed on or materials supplied to the Statutory Right of Way at the request, on the behalf or with the permission of the Transferee, the Transferee shall immediately take all steps necessary to have the lien discharged, unless the claim of lien is being contested in good faith by the Transferee and the Transferee has taken the steps necessary to ensure that the claim of lien will not subject the Lands or any interest of the Transferee under this Agreement to sale or forfeiture;

(f) to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent governmental authority in any way affecting the Statutory Right of Way and the Works;

(g) not to commit or suffer any wilful or voluntary waste, spoil or destruction on the portions of the Statutory Right of Way or do or suffer to be done thereon anything that may be or become a nuisance or annoyance to the Transferor, except to the extent required by the Transferee acting reasonably, to exercise its rights under this Agreement;

(h) to take all reasonable steps and precautions to minimize the disturbance of any archaeological material discovered by the Transferee on the Lands and to immediately notify the Transferor;

(i) not to 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;

(j) to deliver to the Transferor from time to time, upon demand, proof of insurance provided for in subsection 6.1 (q) and receipts or other evidence of payment of Realty Taxes, insurance premiums and other monetary obligations of the Transferee required to be observed by the Transferee pursuant to this Agreement;

(k) to indemnify and save the Transferor harmless from and 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 by the Transferee of any of the Transferee's covenants, conditions or obligations under this Agreement, or

(ii) any act or omission on the part of the Transferee in respect of or in relation to its Works including the construction, maintenance, operation or decommissioning or removal of its Works;

(l) to keep the Statutory Right of Way in a safe, clean and sanitary condition to the extent the condition relates to the use or occupation of the Lands by the Transferee, and on written notice from the Transferor, rectify any failure to comply with such a covenant by making the Statutory Right of Way or any portion of the Lands or any Works thereon safe, clean and sanitary;

(m) to permit the Transferor, or his authorized representative to enter upon the Statutory Right of Way at any time to examine its condition;

(n) to use and occupy the Statutory Right of Way in accordance with the provisions of this Agreement;

(o) exercise care not to damage the Lands or any improvements on the Lands and if the Transferee should cause any such damage, restore such damaged Lands or improvements thereon to as close to their pre-damaged condition as is reasonably practical with reasonable dispatch or where the Transferee deems restoration to be impractical, reimburse the Transferor for all damage the Transferee has caused but not restored;

(p) on the expiration or at the earlier cancellation of this Agreement,

(i) to quit peaceably and deliver possession of the Statutory Right of Way to the Transferor;

(ii) to restore the Lands and Statutory Right of Way used by the Transferee to the reasonable satisfaction of the Transferor; and

(iii) to remove the Works and all buildings, machinery, apparatus, plant equipment, fixtures and other improvements to or things on the Statutory Right of Way from the Lands within 90 days, and any of the aforesaid improvements and things that remain thereafter shall be absolutely forfeited to and become the property of the Transferor;

and to the extent necessary, this covenant shall survive the expiration or cancellation of this Agreement;

(q) to effect and keep in force during the term of this agreement, insurance protecting the Transferor and the Transferee (without any rights of cross-claim or subrogation against the Transferor) against any claims for personal injury, death, property damage or third party, or public liability claims arising from any accident or occurrence on the Lands to an amount not less than ONE MILLION DOLLARS ($1 000 000) except that so long as the Transferee is The Corporation of Delta, the Transferor will waive the requirements of this subsection on the delivery to the Transferor of confirmation that the Transferee is self-insured;

(r) notwithstanding section 6.1 (q), the Transferor may from time to time notify the Transferee that the amount of insurance posted by the Transferee pursuant to that subsection be changed and the Transferee shall, within 60 days of receiving such notice, cause the amount of insurance posted, pursuant to section 6.1 (q) to be changed to the amount specified by the Transferor acting reasonably, in the notice and deliver to the Transferor written confirmation of the change, except that when the Transferee is self-insuring this subsection shall not apply; and

(s) not to interfere with the rights of any other person to enter on and use the Statutory Right of Way and Lands under a prior or subsequent disposition granted by the Transferor so long as such use does not materially affect or interfere with the exercise of the Transferee's rights under this Agreement.

7.0 ASSIGNMENT

7.1 The Transferee shall not assign this Agreement or the interest of the Transferee in it or grant a license to occupy any part of the Lands without the prior written consent of the Transferor, which consent shall not be unreasonably withheld.

7.2 Notwithstanding section 7.1, the Transferee may, without the prior written consent of the Transferor:

(a) assign its interest in all or a part of the Lands to another local governmental authority; or

(b) sublicence its interest in all or part of the Lands to a Federal, Provincial or other governmental agency or department.

8.0 CANCELLATION

8.1 Should the Transferee omit, fail or neglect to carry out one of its obligations contained in this Agreement or do some act contrary to its obligations contained in this Agreement or otherwise breaches this agreement:

(a) the Transferor shall provide notice of such breach in writing to the Transferee; and

(b) the Transferee shall within thirty days of the receipt of notice or such longer period of time to which the parties may mutually agree, remedy the breach; and

(c) if the breach is not remedied within thirty days or such further time as mutually agreed, then the Transferor may at its option either

(i) cancel this Agreement and, notwithstanding subsection 6.1 (p), the Works shall be forfeited to and become, the property of the Transferor, or

(ii) enter onto the Lands and rectify such default to the extent considered necessary by it and the cost of doing so shall be a debt due and owing to the Transferor by the Transferee with interest to accrue at the prime rate of [bank] as of the date of the notice.

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

8.3 If the Transferee ceases to use the Statutory Right of Way for the purposes permitted herein and the Transferee does not recommence its use of the Statutory Right of Way within 180 days of receipt of written notice from the Transferor, the Transferor may immediately cancel this Agreement and the rights herein granted.

8.4 The rights of the Transferor under sections 9.1 to 9.4 shall survive the expiration or earlier cancellation of this Agreement.

9.0 SECURITY

9.1 The security in the sum of $1.00 and all rights, privileges, benefits and interests accruing thereto delivered by the Transferee to the Transferor (herein called the "Security") to guarantee the performance of the Transferee's obligations under this Agreement shall be maintained in effect until such time as the Transferor certifies in writing that such obligations have been fully performed. So long as the Transferee is The Corporation of Delta or other local governmental authority, the Transferor will waive the requirement of this section.

9.2 In the event the Transferee should default in the performance of any of its obligations hereunder, it shall be lawful for the Transferor, in its sole discretion, to sell, call in and convert the Security, or any part of it, and such Security shall be deemed to have been absolutely forfeited to the Transferor.

9.3 The rights of the Transferor under this section shall be deemed to continue in full force and effect notwithstanding the expiration or cancellation of this Agreement.

9.4 Notwithstanding any amount of Security stated to be required under section 9.1 the Transferor may from time to time by notice to the Transferee, demand the amount to be changed to that specified in a notice and the Transferee shall, within 60 days of such notice change the Security to that specified and provide the Transferor with evidence of the change, except that while Security is waived under section 9.1, this section shall not apply.

10.0 NOTICE

10.1 Where service of a notice or a document is required under this Agreement, the notice or document shall be in writing and shall be forwarded to the addresses for the Transferor and the Transferee specified on the first page of this Agreement.

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

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

(b) on the eighth day after its deposit in a Canada Post office at any place in Canada, if sent by registered mail.

10.3 If there is a disruption in mail services caused by labour dispute, civil unrest or other events beyond the control of the parties, between mailing and actual receipt of such notice, the party sending such notice will re-send by courier, fax or other electronic means and such notice will only be effective if actually received.

10.4 Either party may, by notice in writing to the other, specify another address for service of notices under this Agreement and where another address is specified under this section, notices shall be delivered or mailed to that address in accordance with this section.

11.0 MISCELLANEOUS

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

11.2 No remedy set out in this Agreement is exclusive of any other remedy herein or provided by law, but such remedy shall be cumulative and shall be in addition to any other remedy herein or hereafter existing at law, in equity, or by statute.

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

11.4 Time is of the essence in this Agreement.

12.0 DISPUTE RESOLUTION

12.1 In this section, "dispute" means any dispute arising out of or in connection with this Agreement.

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

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

12.4 If a dispute is not settled within 30 days of the appointment of the mediator or any further period of time agreed to by the parties, the parties may, by agreement, submit the dispute to a single arbitrator for final arbitration in accordance with the arbitration rules of procedure of the BCICAC.

12.5 If the parties fail to agree to submit the dispute to arbitration under section 12.4, or the BCICAC is unavailable or unable to administer the mediation or arbitration of a dispute under its rules of procedure, either party may commence proceedings in relation to the dispute in any court of competent jurisdiction.

13.0 INTERPRETATION

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

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

13.3 Where in this Agreement there is a reference to an enactment of the Province of British Columbia or of Canada, that reference shall include a reference to any subsequent enactment of like effect, and unless the context otherwise requires all statutes referred to herein are enactments of the Province of British Columbia.

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

14.0 IT IS MUTUALLY UNDERSTOOD, AGREED AND DECLARED by and between the Parties hereto that

(a) the covenants herein contained shall be covenants running with the Lands, and

(b) none of the covenants herein contained shall be personal or binding upon the parties hereto SAVE AND EXCEPT during the Transferor's ownership of the Lands but that the Lands shall, during the term of this agreement nevertheless, be and remain at all times charged therewith.

15.0 AND THAT, save as aforesaid, nothing in these presents shall be interpreted so as to restrict or prevent the Transferor from using the Statutory Right of Way in any manner that does not interfere with functioning and access to the Works.

16.0 AND THAT nothing herein contained shall be deemed to authorize the Transferee to construct, install or maintain any other a public works or utilities, other than the Works, in the Statutory Right of Way.

17.0 The expressions "Transferor" and "Transferee" herein contained shall be deemed to include the executors, administrators, successors and assigns of such Parties wherever the context or the Parties hereto so require.

18.0 This indenture shall enure to the benefit of and be binding upon the Parties hereto, their executors, administrators, successors and permitted assigns respectively.

19.0 IN WITNESS THEREOF the Agreement contained in the Document has been executed on one or more pages of the Document.

SCHEDULE "A"

Statutory Right of Way Plan

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