British Columbia Order in Council — Order under Ministry of Lands, Parks and Housing The Minister of Environment, Lands and Parks to enter into an amendment to the Discovery Harbour Master Land Agreement (O.C. 1357/2000)

O.C. 1357/2000

British Columbia — Orders in Council

ironment, Lands and Parks M Presiding Memb oft e Executive Council PROVINCE OF BRITISH COLUMBIA ORDER OF THE LIEUTENANT GOVERNOR IN COUNCIL Order in Council No. - 1357 , Approved and Ordered OCT 5 2000 Lieutenant Governor Executive Council Chambers, Victoria On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and consent of the Executive Council, orders that approval is given to the Minister of Environment, Lands and Parks to enter into an amendment to the Discovery Harbour Master Land Agreement, dated September 12, 1991, provided such amendment is substantially in the form attached to this order. BCAL Tracking # 00-18 (This

part is for administrative purposes only and is not part of the Order.) Files: 1404546/1407072 Authority under which Order Is made: Act and section: Ministry of Lands, Parks and Housing Act,

Section 6 Other (specify): /L151 /ooll 3

AMENDMENT TO DISCOVERY HARBOUR MASTER LAND AGREEMENT THIS AGREEMENT is made the _ day of , 2000. AMONG: THE GOVERNMENT OF CANADA, represented by the Minister of Indian Affairs and Northern Development, Parliament Buildings, Ottawa, Ontario ("Canada") AND: THE GOVERNMENT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by the Minister of Environment, Lands and Parks, Parliament Buildings, Victoria, British Columbia V8V 1X4 (the "Province") AND: DISTRICT OF CAMPBELL RIVER, a municipality incorporated by letters patent on the 24 th day of June, 1974 having its offices at 301 St.

Ann's Road, Campbell River, British Columbia V9W 4C7 (the "District") AND: DISCOVERY HARBOUR HOLDINGS LTD. (Inc. No. 266081 -4) a company incorporated pursuant to the

Canada Business Corporation Act and having its registered office at 1400 Weiwaikum Road, Campbell River, British Columbia V9W 5W8 ("Discovery")

WHEREAS: A. Canada, the Province, the District and Discovery entered into the Discovery Harbour Master Land Agreement ("Master Agreement") on tlw 12 th day of September, 1991; B. In order to facilitate the development of the Municipal Site (as defined in the Master Agreement) each of the parties agrees to amend the Master Agreement in the manner set forth below.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and the covenants, understandings and agreements of the parties, and for one dollar ($1.00) now paid VANSOL: 244981

2 by each party to the other party and for good and valuable consideration (the receipt and sufficiency of which the parties hereby acknowledge), the parties agree as follows: 1. Subject to

section 2 of this Agreement, the Master Agreement is amended as follows: (

a) section 9.01(

b) is amended by deleting the words "within 10 years of the Foreshore Parcel being conveyed to Discovery" and substituting therefor the words "by September 30th, 2003"; (

b) section 9.02 is amended by deleting the words "namely that within 10 years of the Foreshore Parcel being transferred to Discovery" and substituting therefor the words "namely that by September 30 th, 2003"; (

c) section 9.05(

a) is deleted and replaced with the following: "(

a) is not for any reason transferred by the Province to the District by September 30, 2003 (unless Discovery has withheld its approval to the Municipal Site Plan unreasonably in which case the date of September 30 th, 2003 will be extended by the period that approval has been unreasonably withheld); or". 2. The amendments to the Master Agreement contemplated by

section 1 of this Agreement will be effective as of February 28, 2001 unless prior to that date, the British Columbia minister responsible for gaming has issued final approval to the destination casino project for which Approval-in-Principle for a casino licence was granted by the Province of British Columbia to the Campbell River Indian Band on August 14, 1998, such final approval to be as contemplated by the Request for Proposals in which such Approval-in-Principle was granted and provided such final approval contemplates that the Municipal Site will be utilized for a casino, hotel, conference centre, parking or any other developments ancillary to the destination casino project. 3.

The parties acknowledge and agree that i f the final approval contemplated by

section 2 of this Agreement is not given prior to February 28, 2001, the Master Agreement will, without any further act of the parties be deemed to be amended as contemplated by

section 1 of this Agreement. 4. The parties acknowledge and agree that if the final approval as contemplated by

section 2 of this Agreement is given prior to February 28, 2001: (

a) Article IX of the Master Agreement will cease to apply and the provisions of this

section will apply instead to the Municipal Site. The remainder of the Master Agreement will apply, mutadis mutandis, to the transfer of the Municipal Site; VANSOL: 244981

3 (

b) The Province will, as soon as is practicable after the issuance of final approval and by way of Crown Grant registrable in the Victoria Land Title Office, convey to Discovery for nominal consideration a fee simple estate in the Municipal Site, which is subject to the exceptions and reservations described in

section 50 of the Land Act and to a covenant registrable under

section 219 of the Land Title Act in favour of the Province and the District prohibiting the Municipal Site from at any time being established as a reserve (as that term is defined in the Indian Act); (

c) The obligation of the Province to complete the conveyance described in paragraph 4(

b) of this Agreement is subject to the Municipal Site being surveyed by Discovery to the standards required by the Surveyor General and the Land Title Act for registration of title to it in the Victoria Land Title Office; (

d) The condition set out in paragraph 4(

c) of this Agreement is for the benefit of the Province and may not be waived; (

e) If the condition precedent set out in paragraph 4(

c) of this Agreement is not satisfied on or before December 31, 2001, the obligation of the Province to convey the Municipal Site to Discovery will, without further act of the parties, be null and void; (

f) If the Municipal Site is conveyed to Discovery, Discovery will, unless exempt, pay all property transfer tax payable pursuant to the Property Transfer Tax Act on the conveyance; (

g) Discovery will pay for the cost of the survey referred to in paragraph 4(

c) of this Agreement. 5. The parties acknowledge and agree that Discovery has entered into this Agreement without prejudice to any position that the Campbell River Indian Band may take in treaty negotiations in respect of its aboriginal rights or in any litigation concerning its aboriginal rights and that nothing herein contained shall be construed so as to abrogate or derogate from any existing aboriginal or treaty rights of the members of the Campbell River Indian Band, or any other aboriginal peoples of Canada, under

section 35 of the Constitution Act, 1982. 6. The parties hereby ratify and confirm the Master Agreement, as amended by this Agreement. From the date hereof, the Master Agreement will be read and construed together with this Agreement. 7. Defined terms from the Master Agreement will be given the same meaning in this Agreement. VANSOL: 244981

The Common Seal of the DISTRICT OF CAMPBELL RIVER was hereunto affix- he • sence MAYOR c/s 4- 8. This Agreement may be executed in counterpart, each of which when executed and delivered will be deemed to be an original, and such counterparts together will constitute one and the same agreement.

IN WITNESS WHEREOF the parties have executed this amending agreement on the day and year first above written. CLERK SIGNED on behalf of THE GOVERNMENT OF CANADA by the Minister of Indian Affairs and Northern Development or his duly authorized representative in the presence of: Ci9'7 WITNESS SIGNATURE SIGNED on behalf of THE GOVERNMENT OF THE PROVINCE OF BRITISH COLUMBIA by British Columbia Assets and Land Corporation, authorized representative of the Minister of Environment, Lands and Parks WITNESS AUTHORIZED SIGNATORY VANSOL: 244981

5 The Common Seal of DISCOVERY HARBOUR HOLDINGS LTD. was hereunto affixed in the presence of: c/s Authorized Signatory VANS01.1 244981

DISCOVERY HAPBOUR MASTER LAND AGREEXENT

DISCOVERY HARBOUR MASTER LAND AGREEMENT THIS AGREEMENT is made the 12th day of September, 1991, AMONG: THE GOVERNMENT OF CANADA, represented by the Minister of Indian Affairs and Northern Development, Parliament Buildings, Ottawa, Ontario ("Canada") OF THE FIRST PART AND: TEE GOVERNMENT OP THE PROVINCE OF BRITISH COLUMBIA, as represented by the Minister of Lands and Parks, Parliament Buildings, Victoria, British Columbia, V8V 1X4 (the "Province") OF THE SECOND PART AND: DISTRICT OF CAMPBELL RIVER, a municipality incorporated by letters patent on the 24th day of June, 1947 having its offices at 301 St.

Ann's Road, Campbell River, British Columbia, V9W 4C7 (the "District") OF THE THIRD PART AND: DISCOVERY HARBOUR HOLDINGS LTD. (Inc. No. 266081-4) a company incorporated pursuant to the

Canada Business Corporation Act and having its registered office at 140') Weiwaikum Road, Campbell River, British Columbia, V9W 5W8 ("Discovery") OF THE FOURTH

PART 1

WHEREAS: A. Pursuant to the Ministry of Lands, Parks and Housing Act, the Province has the power to enter into this agreement; B. The Province is the owner of the Foreshore Parcel, Foreshore Highway Parcel and Municipal Site (all hereinafter defined); C. The Reserve Highway Parcel (hereinafter defined), amongst other lands, is set apart by Canada for the use and benefit of the Band (hereinafter defined); D. The legal title to the Reserve Highway Parcel is vested in Canada; E.

Discovery wishes to develop the Foreshore Parcel for purposes of the Discovery Harbour Project (hereinafter defined) and presently occupies the Foreshore Parcel, Foreshore Highway Parcel and Municipal Site under a licene of occupation issued by the Province and dated for reference the 25th day of May, 1990; F. The Band has by the Amendment of Surrender (hereinafter defined) authorized the transfer of the administration and control of the Surrendered Portion (hereinafter defined) of the Reserve Highway Parcel by Canada to the Province for the purpose of a highway and other works of public utility; and G.

The Council of the Band by Band Council Resolution dated May 7, 1991 has requested Canada to transfer to the Province the Unsurrendered Portion (hereinafter defined) of the Reserve Highway Parcel, pursuant to

section 35 of the Indian Act; H. The Province and the District wish to have the Province acquire the Reserve Highway Parcel for purposes of the Highway 19 Realignment Project and the Campbell River Major Road Network Plan and the Province, Canada and the Band have agreed that the Province will convey the Foreshore Parcel to Discovery and that Canada will transfer the administration and control of the Reserve Highway Parcel to the Province, the Surrendered Portion pursuant to the Amendment of Surrender and the Unsurrendered Portion pursuant to

section 35 of the Indian Act; - 2

I. In order to facilitate the development of the Foreshore Parcel, the completion of the Highway 19 -Realignment Project and the implementation of the Campbell River Major Road Network Plan, the parties have agreed that on the terms and conditions set forth in this agreement

(1) Canada will transfer to the Province the administration and control of the Reserve Highway Parcel, (2) the Province will transfer to Discovery a determinable fee simple interest in the Foreshore Parcel, and (3) the Province will transfer to the District a determinable fee simple interest in the Municipal Site.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and the covenants, understandings and agreements of the parties, and for one dollar ($1.00) now paid by each party to each other party and for other good and valuable consideration (the receipt and sufficiency of which the parties hereby acknowledge), the parties agree as follows:

ARTICLE I

DEFINITIONS 1.01 In this agreement the following terms will have the

definitions specified and the

definitions given will be applicable to the singular and plural forms of the terms defined: "Amendment of Surrender" means the Amendment of Surrender dated the 6th day of July, 1988 and accepted by the Governor General in Council on the 17th day of November, 1988 pursuant to which the Band authorized, amongst other things, the transfer of the administration and control of the Reserve Highway Parcel to the Province for the purpose of a high4ay and other works of public utility; "Band" means the Campbell River Indian Band; "Completion Date" means the 60th day following the day on which the last unsatisfied condition of the conditions precedent set.out in sections 4.02 and - 3

5.02 has been satisfied or such other day as may be agreed upon between Canada, the Province and Discovery provided that if the Victoria Land Title Office is closed on that day, the Completion Date shall be the next day that the Victoria Land Title Office is open; "Cribco" means the Campbell River Indian Band Development Corporation; "DFO Site" means a two acre small craft harbour administration site with dedicated public access to it located on the Foreshore Parcel with the precise boundaries agreed to or to be agreed upon between Fisheries and Discovery or Cribco following reclamation of the Foreshore Parcel; "Discovery Harbour Project" means a development of the Foreshore Parcel and adjoining lands by Discovery or Cribco for various purposes, including a recreational and commercial marina, fish processing plant, shopping centre and hotel; "Federal Order" means the order of the Governor General in Council in the form attached as

Schedule "B"; "Fisheries" means Her Majesty the Queen in right of Canada, as represented by the Minister of Fisheries and Oceans; "Foreshore Highway Parcel" means the lands outlined in purple on

Schedule "A"; "Foreshore Parcel" means the lands outlined in green on

Schedule "A"; "Indian Act" means the Indian Act, R.S.C. 1985, c.I-6; "Lease" means a lease of the Foreshore Parcel by Discovery in favour of Cribco substantially in the form attached as

Schedule "C"; "Municipal Site" means the lands outlined in orange on

Schedule "A"; "Municipal Site Completion Date" means the 60th day following the day on which the last unsatisfied condition of the conditions preceden,: set out in

section 9.02 has been satisfied, or such other day as may be agreed upon by the Province and the

District provided that if the Victoria Land Title Office is closed on that day, the Municipal Site Completion. Date shall be the next day that the Victoria Land Title Office is open and provided that in no circumstances shall it precede the Completion Date; "Municipal Site Plan" means a plan prepared by the District for the concept, design and siting of the public and community facilities to be constructed by the District on the Municipal Site; "Reserve" means Campbell River Indian Reserve No. 11; "Reserve Highway Parcel" means the lands in the Reserve required by the Province and the District for the Highway 19 Realignment Project and the Campbell River Major Network Plan including (

a) the new Highway 19 right of way, (

b) the Elm Street Connector right of way, (

c) an additional 2.5 metre expansion of the 16th Avenue right of way, all of which are outlined in brown on

Schedule "A", but which exclude the four lots along 16th Avenue occupied by individuals; "Section 35 Federal Order" means the order of the Governor General in Council in the form attached as

Schedule "D"; "Surrendered Portion" means that portion of the Reserve Highway Parcel cross-hatched in brown on

Schedule "A"; "Surveyor General (B.C.)" means the Surveyor General as that term is defined in the Land Act; "Surveyor General (Canada)" means the Surveyor General as that term is defined in the Canada Lands Surveys Act, R.S.C. 1985, c. L-5; and "Unsurrendered Portion" means that portion of the Reserve Highway Parcel which is not cross-hatched in brown on

Schedule "A". _ S -

ARTICLE II WARRANTIES AND REPRESENTATIONS OF THE PARTIES 2.01 Canada warrants and represents to the Province, the District and Discovery, as warranties and representations which are to continue'and survive the completion of the transactions contemplated by this agreement, that: (

a) notwithstanding the actions, suits or proceedings described in paragraph 2.01(d), on the Completion Date, Canada will, subject to the interest of the Band, have good, safeholding and marketable title to the Reserve Highway Parcel, free and clear of all liens, charges and encumbrances, equities or claims of any kind or nature whatsoever; (

b) all taxes, rates, levies and assessments in respect of the Reserve Highway Parcel, if any, which might create a lien or other encuJibrance on Canada's title immediately prior to the transfer of administration and control described in

section 4.01, will on the Completion Date be paid in full; (

c) neither the execution of this agreement nor its performance by Canada will result in a breach of the Indian Act, regulations made under the Indian Act or by-laws made by the council of the Band under the Indian Act; (

d) there are to its knowledge no actions, suits or proceedings involving Canada which are pending or threatened and which concern the Reserve Highway Parcel, except (

i) Kii-Ga-Meh Kii-Ga-Lis also known as Louis Ouocksister and others v. Her Majesty the Oueen, Supreme Court of British Columbia, Campbell River REgistry, Action No. 89-135, (ii) Chief K.C. Kwasistala v. Her Majesty the Oueen, Federal Court of Canada, Action No. T-1739-86, (iii) Roy Anthony Roberts and others v. Her Majesty the Queen and others, Federal Court of Canada, Action No. T-2652-85, .and 6

(iv) Ralph Dick and others v. Her Majesty the Queen, Federal Court of Canada, Action No. T-951-89; and (

e) following satisfaction of the condition precedent set out in

section 4.02, Canada will have the power and authority to transfer the administration and control of the Reserve Highway Parcel to the Province. 2.02 The Province warrants and represents to Canada, the District and Discovery, as warranties and representations which are to continue and survive the completion of the transactions contemplated by this agreement, that: (

a) on the Completion Date, Province will, subject to the license of occupation referred to in

Preamble E, have good, safeholding and marketable -title to the Foreshore Parcel, Foreshore Highway Parcel and Municipal Site, free and clear of all liens, charges and encumbrances, equities or claims of any kind or nature whatsoever; (

b) all taxes, rates, levies and assessments in respect of the Foreshore Parcel, Foreshore Highway Parcel and Municipal Site will on the Completion Date be paid in full; (

c) neither the execution of this agreement nor its performance by the Province will result in e breach of any statute, by-law or agreem2n~ affecting the Province concerning the Foreshore Parcel, Foreshore Highway Parcel or Municipal Site; (

d) except for actions threatened by the Cape Mudge (Wewaikai) Indian Band, there are no actions, suits or proceedings involving the Province which are pending or threatened and Which concern the Foreshore Parcel, Foreshore Highway Parcel or Municipal Site; (

e) following satisfaction of the conditions precedent set out in

section 5.02 the Province will have on the Completion Date, the power, ,.ithority and capacity to convey the Foreshore Parcel to Discovery; and 7

(

f) following satisfaction of the conditions precedent set out in sections 9.02 or 9.06, as the case may be, the Province will have the power, authority and capacity to convey the Municipal Site to the District or Discovery, as the case may be. 2.03 The District warrants and represents to Canada, the Province and Discovery, as warranties and representations which are to continue and survive the completion of the transactions contemplated by this agreement, that the District has and will have on the Municipal Site Completion Date, the power, authority and capacity to carry out the transactions contemplated by this agreement. 2.04 Discovery warrants and represents to Canada, the Province and the District, as warranties and representations which are to continue and surv:.ve the comp?etion of th_ transactions contemplated by this agreement, that Discovery has, and will have on the Completion Date, the power, authority and capacity to carry out the transactions contemplated by this agreement.

ARTICLE III AGREEMENTS AFFECTING FORESHORE PARCEL, MUNICIPAL SITE AND RESERVE HIGHWAY PARCEL 3.01 The Province will not, between the execution and delivery of this agreement and the Completion Date, enter into any agreement that will in any way materially affect the Foreshore Parcel or the use of it without the prior written consent of Discovery 3.02 Canada will not, between the execution and delivery of this agreement and the Completion Date, enter into any agreement that will in any way materially affect the Reserve Highway Parcel or the use of it without the prior written consent of the Province. 3.03 Between the execution and delivery of this agreement and (

a) the expiration of the Province's obligation to convey the Municipal Site to the District pursuant to

section 9.01, or 8

(

b) if the Municipal Site is conveyed to the District pursuant to

section 9.01, the determination of the fee simple interest conveyed, the Province will not, without the prior written consent of the District: enter into any agreement that will in any way materially affect the Municipal Site or the use of it; alienate, transfer or encumber the Municipal Site except in accordance with this agreement; or construct improvements on the Municipal Site. 3.04 Between the execution and delivery of this agreement and (

a) the expiration of the Province's obligation to convey the Municipal Site to Discovery pursuant to

section 9.05, or (

b) if the Municipal Site is conveyed to Discovery pursuant to

section 9.05, the determination of the fee simple interest conveyed, the Province will not, without the prior written consent of Discovery: (

C) enter into any agreement that will in any way materially affect the Municipal Site or the use of it; (

d) alienate, transfer or encumber the Municipal Site except in accordance with this agreement; or (

e) construct improvements on the Municipal Site.

ARTICLE IV TRANSFER OF RESERVE HIGHWAY PARCEL 4.01 Canada will on the terms and conditions set out in the Federal Order and the

Section 35 Federal Order transfer the administration and control of the Reserve Highway Parcel to the Province, such transfer to be concurrent with the transfer by the Province to Discovery of a determinable fee simple interest in the Foreshore Parcel. 9

4.02 The obligation of Canada to complete the transfer described in

section 4.01 is subject to the following condition precedent, namely that on or before December 1, 1991 the Reserve Highway Parcel has been surveyed by Discovery to the standards required by the Surveyor General (B.C.) and the Surveyor General (Canada) and that the Federal Order and the

Section 35 Federal Order be made. 4 03 The condition precedent set out in

section 4.02 is for the benefit of Canada and the Province and may not be waived, except by written agreement of Canada and the Province. 4.04 If the conditions precedent set out in

section 4.02 are not satisfied or waived by the parties, this agreement will, without further act of the parties, be null and void and the parties will be released and discharged from their respective obligations in this agreement. 4.05 The Province shall pay for the cost of the survey referred to in

section 4.02.

ARTICLE V CONVEYANCE OF FORESHORE PARCEL 5.01 On the Completion Date, the Province will by way of Crown grant registrable in the Victoria Land Title Office, convey to Discovery a determinable fee simple interest in the Foreshore Parcel which: (

a) reverts to the Province if the Foreshore Parcel is at any time established as a reserve (as that term is defined in the Indian Act); and (

b) is subject to the exceptions and reservations of the interests, rights, privileges, titles and estates set out in

section 47(1) of the Land Act. 5.02 The obligation of the Province to complete the conveyance described in

section 5.01 is subject to the following conditions precedent, namely that on or before December 1, 1991: (

a) the Foreshore Parcel and the Foreshore Highway Parcel have been surveyed by Discovery tc the standards required by the Surveyor General (J.C.) and the Land Title Act for registration of title to them in the Victoria Land Title Office; - 1 0 -

(

b) the Lieutenant Governor in Council, pursuant to

section 14 of the Land Act, has approved the conveyance of the Foreshore Parcel to Discovery; (

c) Discovery has delivered to the Province writ ten confirmation that Discovery has .agreed to grant ' to Fisheries a lease of the DFO Site for a term of sixty years commencing on the Completion Date at an annual rent of $1.00 and on such other terms and conditions that are satisfactory to Fisheries; (

d) Discovery has reclaimed the Foreshore Highway Parcel and the Municipal Site to standards and specifications satisfactory to the Province; and (

e) Discovery has obtained and delivered to the Province written consent from each of the following persons or bodies, in favour of the Province and in forms acceptable to the Province's solicitors, to the interference with the riparian rights of the listed persons or bodies arising from the reclamation of the Foreshore Parcel, Foreshore Highway Parcel and Municipal Site (

i) Canada, (ii) the District, (iii) the Band, and (iv) any other person having, on the 13th day of March, 1989, an interest (including leasehold interests) in any land with a natural boundary (as that term is defined in the Land Act) adjoining the Foreshore Parcel, Foreshore Highway Parcel or Municipal Site. 5.03 The conditions precedent set out in

section 5.02 are for the benefit of the Province and Discovery and may not be waived except by written agreement of the Province and Discovery. 5.04 If the conditions precedent set out in

section 5.02 are not satified or waived by the Province and Discovery, this agreement will, without further act of all partieS, be null and void and all parties will be

released and discharged from their respective obligations in this agreement. 5.05 Discovery shall pay for the cost of the survey referred to in paragraph 5.02(a). 5.06 If Discovery grants the Lease, the Province will, by written agreement in a form registerable in the Victoria Land Title Office and containing terms and conditions satisfactory to Discovery's and the Province's solicitors, subordinate its interest in the Foreshore Parcel, registered as a possibility of reverter in respect of the determinable fee simple interest granted to Discovery by the Province, to the interest granted to Cribco by the Lease and to all derivative charges under the Lease.

ARTICLE VI POSSESSION AND ADJUSTMENTS 6.01 Canada will yield vacant possession of the Reserve Highway Parcel to the Province and the Province will yield vacant possession of the Foreshore Parcel to Discovery on the Completion Date. 6.02 There will be no adjustments made between Canada and the Province with respect to the transfer of the administration and control of the Reserve Highway Parcel to the Province or between the Province and Discovery with respect to the conveyance of the Foreshore Parcel to Discovery. 6.03 Discovery will pay all property purchase tax payable pursuant to the Property Purchase Tax Act on the conveyance of the Foreshore Parcel to Discovery by the Province.

ARTICLE VII CLOSING DOCUMENTS 7.01 Not less than 20 days prior to the Completion Date, Canada will deliver to the Province certified copies of the Federal Order and the

Section 35 Federal Order. 7.02 Not less than 10 days prior to the Completion Date, the Province will deliver to Discovery's solicitors, in trust, a Crown grant in favour of Discovery of the Foreshore Parcel. - 12 -

ARTICLE VIII CLOSING 8.01 On the Completion Date, Discovery will deposit in the Victoria Land Title Office the Crown grant in favour of Discovery of the Foreshore Parcel.

ARTICLE IX MUNICIPAL SITE 9.01 On the Municipal Site Crpietion Date, the Province will, by way of Crown grant registrable in the Victoria Land Title Office, convey to the District a determinable fee simple interest in the Municipal Site which: (

a) reverts to the Province if the Municipal Site is at any time established as a reserve (as that term is defined in the Indian Act); (

b) reverts to the Province if the District fails to complete the facilities proposed in and substantially in accordance with. the Municipal Site Plan within 10 years of the Foreshore Parcel being conveyed to Discovery; reverts to the Province if the Municipal Site is no longer required for public or community purposes; (

d) reverts to the Province if the use of the Municipal Site changes to a use that, in the reasonable opinion of the Province and Discovery, is not compatible with the Discovery Harbour Project; (

e) contains a restrictive covenant pursuant to

section 215 of the Land Title Act restricting the use of the Municipal Site to public and community purposes; and is subject to the exceptions and reservations of the interests, rights, privileges, titles and estates set out in

section 47(1) of the Land Act. 9.02 The obligation of the Province to complete the conveyance described in

section 9.01 is subject to the following conditions precedent, namely that within 10 years of the Foreshore Parcel being transferred to Discovery: (f) - 13 -

(

a) the Municipal Site has been surveyed by Discovery to the standards required by the Surveyor General and the Land Title Act for registration of title to it in the Victoria Land Title Office; (

b) the Lieutenant Governor in Council, pursuant to

section 48 of the Land Act, has approved the conveyance of the Municipal Site to the District; and (

C) the District has developed and the Province and Discovery have approved (provided that Discovery's approval will not be unreasonably withheld) the Municipal Site Plan. 9.03 The conditions precedent set out in

section 9.02 are for the benefit of the Province, District and Discovery and may not be waived except by written agreement of the Province, District and Discovery. 9.04 If the conditions precedent set out in

section 9.02 are not satisfied or waived by the parties, the obligation of the Province to convey the Municipal Site to the District will, without further act of the parties, be null and void and the parties will be released and discharged from their respective obligations regarding the conveyance of the Municipal Site to the District. 9.05 If the Municipal Site: (

a) is not for any reason transferred to the District by the Province within 10 years of the Foreshore Parcel being transferred to Discovery (unless Discovery has withheld its approval to the Municipal Site Plan unreasonably in which case the period of 10 years will be extended by the period that the approval has been unreasonably withheld); or (

b) reverts to the Province pursuant to one or more of the possibilities of reverter set out in subsections 9.01(

b) to (d), inclusive; notice will be provided by the Province to Discovery, and subject to

section 9.06, the Province will, as soon as is practicable and by way of Crown Grant registrable in the Victoria Land Title Office, convey to Discovery for nominal consideration a determinable fee simple interest in the Municipal Site which reverts to the Province if - 14 -

(

c) the Municipal Site is at any time established as a reserve (as that term is defined in the Indian Act); or (

d) the Municipal Site is not used for (

i) public, community or Band community purposes, or (ii) any other purpose approved by the prior written consent of the Province, which consent may contain terms and conditions. 9.06 The obligation of the Province to complete the conveyance described in

section 9.05 is subject to the following conditions precedent, namely that: (

a) the Municipal Site has been surveyed by Discovery to the standards required by the Surveyor General and the Land Title Act for registration of title to it in the Victoria Land Title Office; and (

b) the Lieutenant Governor in Council, pursuant to

section 48 of the Land Act, has approved the conveyance of the Municipal Site to Discovery. 9.07 The conditions precedent set out in

section 9.06 are for the benefit of the Province and Discovery and may not be waived except by written agreement of the Province and Discovery. 9.08 If the conditions precedent set out in

section 9.06 are not satisfied or waived by the parties, the obligation of the Province to convey the Municipal Site to Discovery will, without further act of the parties, be null and void. 9.09 If the Municipal Site is conveyed to Discovery, Discovery will pay all property purchase tax payable pursuant to the property Purchase Tax Act on the conveyance. 9.10 The District shall pay for the cost of the survey referred to in paragraph 9.02(a). 9.11 Discovery shall pay for the cost of the survey referred to in paragraph 9.06(a). - 15 -

ARTICLE X ACKNOWLEDGEMENTS OF THE PARTIES 10.01 Subject to sections 10.02 and 10.03, Canada acknowledges for greater certainty that this agreement will not affect in any way whatever title the Province has to other public roads in the Reserve. 10.02 The Province acknowledges and agrees that if any public road or part of it in the Reserve is at any time not required by the Province or the District, the Province, subject to obtaining the approval of the Lieutenant Governor in Council pursuant to

section 27 of the Land Act in circumstances where

section 10.03 does not apply, will transfer the administration, control and benefit of the public road or part of it to Canada and the Minister of Indian Affairs and Northern Development agrees that he will recommend to the Governor. General in Council that the transfer be accepted and the lands be set apart for the use and benefit of the Band. 10.03 The Province acknowledges that the approval of the Lieutenant Governor in Council referred to in

section 10.02 does not apply to the Reserve Highway Parcel or to any other public road or part of it in the Reserve if the administration and control of it was transferred to the Province by Canada on terms and conditions which provide that the public road or part of it will, without further act of the Province or Canada, be transferred to Canada to be set apart for the use and benefit of the Band when the public road or part of it is no longer required for highway purposes or for other works of public utility. 10.04 Discovery acknowledges that: (

a) the Province makes no representations or warranties to Discovery regarding (

i) the suitability of the Foreshore Parcel for purposes of the Discovery Harbour Project or any other development, (ii) zoning of the Foreshore Parcel for purposes of the Discovery Harbour Project or any other development, (iii) subdivision of the Foreshore parcel for purposes of the Discovery Harbour Project • or any other development; and - 16 -

(

b) Discovery, at its sole cost and expense, will be responsible for (

i) all zoning required for the Foreshore Parcel, (ii) any subdivision of the Foreshore Parcel, and (iii) completing all surveys of the Surrendered Portion and the Unsurrendered Portion and all surveys required in order to conclude the transactions contemplated by this agreement if the obligation to complete and pay for such survey has not expressly been otherwise allocated to another party by this agreement. 10.05 The Province acknowledges that Discovery, Cribco and Canada make no representations or warranties regarding the suitability of the Foreshore Highway Parcel or the Reserve Highway Parcel for the purposes of a highway or any other purpose and that the Pro -since will, at its sole cost and expense, be responsible for zoning, subdividing and, subject to paragraph 5.02(a), surveying those parcels.

ARTICLE XI MISCELLANEOUS 11.01 Time shall be of the essence of this agreement and of the transactions contemplated in this agreement. 11.02 Nothing in this agreement shall be construed as to make any of the parties a partner or joint venturer of the other for the purpose of any of the transactions contemplated by this agreement. 11.03 Subject to

section 11.04, any notice, document or communication required or permitted to be given under this agreement shall be in writing and shall he deemed to have been duly given if delivered by hand or by double registered mail to the party to which it is to be given as follows: to Canada: - 1 7 -

Indian and Northern Affairs Canada B.C. Regional Office 300 - 1550 Alberni Street Vancouver, B. C. V6G 3C5 Attention: Director, Lands, Revenues and Trusts to the Province: Ministry of Lands and Parks Vancouver Island Region 851 Yates Street Victoria, B. C., V8V 1X5 Attention: Regional Director to the District: 301 St. Ann's Road Campbell River, B. C. V9W 4C7 Attention: Administrator to Discovery: 1400 Weiwaikum Road Campbell River, B. C. V9W 5W8 Attention: General Manager 11.04 Delivery of the documents referred to in

Article VII and of a Crown grant of the Municipal Site to the District or Discovery shall be effected by hand or courier, such delivery to be effective only on actual receipt. 11.05 This agreement enures to the benefit of and is binding upon the parties and their respective heirs and successors. 11.06 This agreement is not assignable. 11.07 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, will be considered separate and severable and the remaining parts or sections, as the case may be, will not be affected and - 18 -

will be enforceable to the fullest extent permitted by law, provided that the terms and conditions set out in the Federal Order and the

Section 35 Federal Order and referred to in

section 4.01 will be construed as a necessary non-severable part of

section 4.01. 11.08 The parties acknowledge that the warranties, representations and acknowledgements in this agreement will not be subject to merger but will survive the completion of the transactions contemplated by this agreement. 11.09 This agreement constitutes the entire agreement between the parties with respect to the transactions contemplated by this agreement and contains all representations, warranties and acknowledgements of the respective parties. 11.10 When the terms "Carada" or "The Government cf Canada" and the "Province" or "The Government of the Province of British Columbia" are used in this agreement, they shall be interpreted as "Her Majesty the Queen in right of Canada" and "Her Majesty the Queen in right of British Columbia", respectively, if and whenever such

interpretation is required to give legal force and effect to this agreement. 11.11 Each of the parties will execute and deliver such further documents and do such further acts as may reasonably be required from time to time to give full effect to this agreement. 11.12 For purposes of this agreement, words importing the masculine gender include the feminine and neuter genders. 11.13 The headings in this agreement are for convenience of reference only and shall not affect the construction or

interpretation of this agreement. 11.14 This agreement shall be interpreted in accordance with the laws of the Province of British Columbia and all references in it are references to statutes of the Province of British Columbia unless expressed otherwise. 11.15 The schedules to this agreement form part of this agreement. - 19 -

11.16 No member of the House of Commons shall be admitted to any share or part of this agreement or any benefit to arise from it. 11.17 This agreement, insofar as it involves Canada; .shall be subject to and shall not come into effect unless and until the Federal Order and the

Section 35 Federal Order are made.

IN WITNESS WHEREOF the parties have executed this agreement on the day and year first above written. SIGNED on behalf of THE GOVERNMENT OF, CANADA by the Minister of Indian Affairs and Northern Development or his duly authorized representative in the presence .:of: 74; v-- ROBERT T. BANNO .1)Atcru TcR & SOL/ TOR • 22300 - 666 BURRARD ST. 0 , . .• C ti 7 SIGNED on behalf of THE GOVERNMENT OF THE PROVINCE OF BRITISH COLUMBIA by the Minister of Lands and Parks or his duly authorized representative in the presence of: ) ) ) ) ) ) ) ) ) ) , • • \ ) . :*•1 ' ) • ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) - • _ ) ) ) - 20 -

The Common Seal of the DISTRICT OF CAMPBELL RIVER was hereunto affixed in the preience Autho = e or / c/ s Authorized ignatory The Common Seal of DISCOVERY HARBOUR HOLDINGS LTD. was hereunto affixed in the presence of: Authorized Signator'Y /n Authorized Signatory - 21 - c/ s

SCHEDULE A Discovery Harbour Projel Campbell River, !LC. 1.11eistry of lanai 114 Patti • .0. -10 ln

U) CTS .••• \ CESCRiP604 OF PARCEL'. f •EStNC F. Su:001000 ILSLo•L a •., sa..CP.a SAL /04( .Z."••■ • MeCtl. L 1M•■•• • ■•••••• •••• •• ■•••••• /Nam ••••• ••• • .• ••••• ••••••••• 0.0 ■••• ...Das ••••••••• •••• • alY .a• •I• .0000 ••••• • =I • ■•••0. .40. • a• • • awy•a• dm • • ••••• ••• a...0.Y •Ia•ata ■•• •

SCHEDULE "B" FEDERAL ORDER

WHEREAS by an instrument of surrender of May 22, 1964 and accepted by Order in Council P.C. 1964-1006 of July 9, 1964, the Campbell River Indian Band surrendered a certain part of the Campbell River Indian Reserve No. 11 for leasing purposes. AND

WHEREAS by Order in Council P.C. 1971-939 of May 19, 1971, an instrument of surrender of May 30, 1983 and accepted by Order in Council P.C. 1984-4077 of December 20, 1984, certain portions of the surrendered lands were re-established as unsurrendered reserve. AND

WHEREAS by an instrument of surrender of July 6, 1988 and accepted by Order in Council P.C. 1988-2581 of November 17, 1988, the Band amended the said surrender so that Her Majesty the Queen in right of Canada may transfer administration and control of any part of the surrendered lands to Her Majesty the Queen in right of the Province of British Columbia for so long as the lands are required for the purposes of a highway and other works of public utility. AND

WHEREAS the Council of the Campbell River Indian Band on behalf of the Band and on its own behalf has requested that the within transfer by made. THEREFORE HIS EXCELLENCY THE GOVERNOR GENERAL IN COUNCIL, on the recommendation of the Minister of Indian Affairs and Northern Development, pursuant to subsection 4(2) of the Public Lands Grants Act, is pleased hereby to transfer to Her Majesty in right of the Province of 'British Columbia, the administration and control of the lands described in

schedule I hereto for so long as the lands are required for purposes of a highway and other works of public utility subject to the following conditions, restrictions and limitations: (

a) that the lands shall be used for highway purposes and may used for other works of public utility but for no other purpose; (

b) that the exception of minerals referred to in

Schedule I hereto shall include the right to explore for, develop, produce and extract minerals provided always that the exercise of this right shall not interfere

in any way with the uninterrupted right of access and passage and the use and enjoyment of the lands for the purposes set out in paragraph (

a) of and by Her Majesty the Queen in right of the Province of British Columbia or the uninterrupted right of access and passage and the use and enjoyment of the lands by the public or the right of Her Majesty the Queen in right of the Province of British Columbia to construct (including all necessary excavations), improve, operate, maintain or use the lands for the purposes set out in paragraph (a), nor shall any development, production or extraction of the minerals injure the surface or the support of the surface of the lands; (

c) that if the lands or a part thereof cease to be used for highway purposes, the administration and control of the lands or the part thereof shall be returned to Her Majesty the Queen in right of Canada in accordance with paragraph (

d) at no cost and subject to the same terms as those of provincial Order in Council 1036 of July 29, 1938 as amended by provincial Order in Council 1555 of May 13, 1969 as if the lands or the part thereof had been included within provincial Order in Council 1036; (

d) that the return of the administration and control of the lands or part thereof pursuant to paragraph (

c) is subject to Her Majesty the Queen in right of Canada first entering into agreements, acceptable to Her Majesty the Queen in right of the Province of British Columbia, with each public utility which has, with the consent of Her Majesty the Queen in right of the Province of British Columbia, or any municipality, public authority or other public body administering the lands, works of public utility located in, on or over the lands or part thereof on the date the lands or part thereof cease to be used for highway purposes, and such agreements shall (

i) be in the form of a right of way and be granted in consideration of the

return of the administration and control to Her Majesty the Queen in right of Canada of the lands or part thereof, (ii) set out that the public utility shall have the continued use of the lands or part thereof for so long as required by the public utility, (iii) set out that the acreement is not an exercise by the public utility of a right of resumption for the purposes of provincial Order in Council 1036, and i v be effective on the date of the return of the administration and control to Her Majesty the Queen in right of Canada of the lands or part thereof; (

e) that Her Majesty the Queen in right of the Province of British Columbia convey to Discovery Harbour Holdings Ltd. a determinable fee simple interest in the lands described in

schedule II hereto, which revert to Her Majesty the Queen in right of the Province of British Columbia if the lands described in

schedule II are at any time established as an Indian reserve; and (

f) that the transfer authorized by this Order in Council shall become effective on the date on which the conveyance referred to in paragraph (

e) is made but the conveyance referred to in paragraph (

e) must be made on or before February 1, 1992.

SCHEDULE I Lands means: (

a) Parcel A shown as Road on Statutory Right of Way fcr Highway C.L.S.R. Plan No. 73508 consisting of .1180 hectares; (

b) Parcel C shown as Road on Statutory Right of Way for Highway C.L.S.R. Plan No. 73508 consisting of 592.7 square metres; (

c) Parcel D shown as Road on Statutory Right of Way for Highway C.L.S.R. Plan No. 73508 consisting of 4.679 hectares; and (

d) All that part of the Road as shown on C.L.S.R. Plan No. 5191 that is included within the Easement as shown on C.L.S.R. Plan No. F3652, which said

part lies within Parcel D as shown on Statutory Right of Way for Highway C.L.S.R. Plan No. 73508 and contain .1706 hectares; Save and except all minerals (to the extent of Her Majesty the Queen in right of Canada has any interest in any minerals), including coal, petroleum and any gas or gases.

SCHEDULE II Block A, District Lot 1659, Sayward District

SCHEDULE "C" THIS LEASE dated the day of August, 1991.

BETWEEN: DISCOVERY HARBOUR HOLDINGS LTD., a corporation incorporated under the laws of Canada, registered as an extra-provincial company in the Province of British Columbia under #>, and having its registered office at 1400 Weiwaikum Road, Campbell River Indian Reserve No. 11, Campbell River, in the Province of British Columbia, V9W 5W8 ("Holdco") OF THE FIRST PART AND: CAMPBELL RIVER INDIAN BAND DEVELOPMENT CORPORATION, a corporation incorporated under the laws of Canada, registered as an extra-provincial company in the Province of British Columbia under #A-22630, and having its registered office at 1400 Weiwaikum Road, Campbell River Indian Reserve No. 11, Campbell River, in the Province of British Columbia, V9W 5W8 ("CRIB Co") OF THE SECOND PART

AMONG: THE GOVERNMENT OF CANADA OF THE FIRST PART AND: THE GOVERNMENT OF THE PROVINCE OF BRITISH COLUMBIA OF THE SECOND PART AND: THE DISTRICT OF CAMPBELL RIVER OF THE THIRD PART AND: DISCOVERY HARBOUR HOLDINGS LTD. OF THE FOURTH PART AGREEMENT Ministry of Attorney General 609 Broughton Street Victoria, British Columbia V8W 1C8 Telephone: 356 - 8400 S. Blair Paterson Barrister and Solicitor

2 Canada, which holds legal title to the Right of way Area for the use and benefit of the Band, with the consent of the Council of the Band, has agreed to transfer the administration and control of the Right of Way Area to the Province in consideration of the Province conveying to the Band Company a determinable fee simple interest in the lands described in

Schedule "II" hereto ("Foreshore Land");

WHEREAS the Province has agreed to accept a transfer of administration and control, pursuant to the Amendment of Surrender and the Agreement, of the Surrendered Portion for the purpose of a highway and other works of public utility;

WHEREAS the Province has, at the request of the Band, agreed to a transfer of administration and control, pursuant to

Section 35 of the Indian Act, of the Unsurrendered Portion for the purpose of a highway and other works of public utility;

WHEREAS by Band Council Resolution dated May 7, 1991 a copy of which is attached hereto as

Schedule "III", the Council of the Band has requested Canada to recommend to the Governor in Council the transfer to the Province of the administration and control of: (1) the Right of Way Area for and in consideration of the conveyance to the Band Company of a determinable fee simple interest in the Foreshore Land; and (2) the Unsurrendered Portion pursuant to

section 35(3) of the Indian Act for no consideration or compensation over and above the consideration being received by Canada and the Band for the Right of Way Area.

WHEREAS the Governor General in Council has consented to the exercise by the Province of certain powers referred to in subsection 35(1) of the Indian Act. THEREFORE, EIS EXCELLENCY TEE GOVERNOR GENERAL IN COUNCIL, on the recommendation of the Minister of Indian Affairs and Northern Development is pleased hereby (

a) to authorize, pursuant to subsection 35(3) of the Indian Act, in lieu of the Province taking or using the Unsurrendered Portion without the consent of

3 the owner, the transfer of thA administration and control of the Unsurrendered Portion to the Province, subject to the following terms: (

i) that the Unsurrendered Portion shall be used for highway purposes and may be used for other works of public utility but for no other purpose; (ii) that the exception cf mines and minerals referred to in

Schedule I hereto shall include the right to explore for, develop, produce and extract minerals provided always that the exercise of this right shall not interfere in any way with the uninterrupted right of access and passage and the use and enjoyment of the Unsurrendered Portion for the purposes set out in subparagraph (

i) of and by the Province or the uninterrupted right of access and passage and the use and enjoyment of the Unsurrendered Portion by the public or the right of the Province to construct (including all necessary excavations), improve, ozerate, maintain or use the Unsurrendered Portion for the purposes set cut in subparagraph (i), nor shall any development, production or extraction of the minerals injure the surface or the support of the surface of the Unsurrendered Portion; (iii) that if the Unsurrendered Portion or a part thereof ceases to be used for highway purposes, the administration and control of the Unsurrendered Portion or part thereof shall be returned to Canada in accordance with subparagraph (iv) at no cost and subject to the same terms as those on which administration and control cf the Reserve was transferred to Canada pursuant to Order in Council 1036 as if the Unsurrendered Portion or part thereof had been included within Order in Council 1036; (iv) that the return of the administration and control of the Unsurrendered Portion or part thereof pursuant to subparagraph (iii) is subject to Canada first entering into agreements, acceptable to the Province, with each public utility which has, with the consent of the Province, or any municipality, public authority or other public body administering the Unsurrendered Portion, works of public utility located in, on or over the

- 4 Onsurrendered Portion or part thereof on the date the Unsurrendered Portion or part thereof ceases to be used for highway purposes, and the agreements shall A. be in the form of a right of way and be in consideration of the return of the administration and control to Canada of the Unsurrendered Portion or part thereof, B. set out that the public utility shall have the continued use of the Unsurrendered Portion or part thereof for so long as required by the public utility, C. set out that the agreement is not an exercise by the public utility of a right of resumption for the purposes of Order in Council 1036, and D. be effecti,/e on the date of the return of the administration and control to Canada cf the Unsurrendered Portion or part thereof; (

v) that as consideration for the transfer of administration and control of the Right of Way Area to the Province, the Province shall convey to the Band Company a determinable fee simple interest in the Foreshore Land which shall revert to the Province if the Foreshore Land is at any time established as an Indian reserve, and no further consideration or compensation shall be payable to Canada or the Band in respect of the transfer to the Province of the Unsurrendered Portion by this Order in Council; (vi) the transfer of the Unsurrendered Portion to the Province is not a taking, occupation, or resumption of the Unsurrendered Portion for the purposes of Order in Council 1036; and (vii) that the transfer authorized by this Order in Council shall become effective on the date on which the conveyance referred to in subparagraph (

v) is made but the conveyance referred to in subparagraph (

v) must be made on or before February 1, 1992. (

b) to transfer pursuant to subsection 4(2) of the Public Lands Grants Act, the administration and control of the Onsurrendered Portion to the

5 Province, subject to the following conditions, restrictions, and limitations: (

i) that the Unsurrendered Portion shall be used for highway purposes and may be used for other works cf public utility but for no cther purpose; (ii) that the exception of mines and minerals referred to in

Schedule I hereto shall include the richt to explore for, develop, produce and extract minerals provided always that the exercise of this right shall not interfere in any way with the uninterrupted right of access and passage and the use and enjoyment cf the Unsurrendered Portion for the purposes set out in subparagraph (

i) of and by the Province or the uninterrupted right of access and passage and the use and enjoyment of the Cnsurrendered Portion by the public or the right of the Province to construct (including all necessary excavations), improve, operate, maintain cr use the Unsurrendered Portion for the purposes set out in subparagraph (i), nor shall any develomment, production or extraction of the minerals injure the surface or the support of the surface of the Unsurrendered Portion; (iii) that if the Unsurrendered Portion or a part thereof ceases to be used for highway purposes, the administration and control of the Unsurrendered Portion or part thereof shall be returned to Canaria in accordance with subparagraph (iv) at no cost and subject to the same terms as those on which administration and control of the Reserve was transferred to Canada pursuant to Order in Council 1036 as if the Unsurrendered Po:ticn or part thereof had been included within Order in Council 1036; (iv) that the return of the administration and control of the Unsurrendered Portion c: part thereof pursuant to subparagraph (iii) is subject to Canada first entering into agreements, acceptable to the Province, with each public utility which has, with the consent of the Province or any municipality, public authority, or other public body administering the Unsurrendered Portion, work. of public utility located in, on or over the Unsurrendered Portion or part thereof on the date the Unsurrendered Portion or part thereof ceases to be used for highway purposes, and such agreements shall

A. be in the form of a right cf way and be in consideration of the return of the administration and control to Canada of the Unsurrendered Portion or part thereof, B. set out that the public utility shall have the continued use of the Unsurrendered Portion or part thereof for so long as required by the public utility, C. set out that the agreement is not an exercise by the public utility of a right of resumption for the purpose of Order in Council 1036, and D. be effective on the date of the return of the administration and control to Canada of the Unsurrendered Portion or part thereof; (

v) that as consideration for the transfer of administration and control of the Right of Way Area to the Province, the Province shall convey to the Band Company a determinable fee simple interest in the Foreshore Land which shall revert to th2 Province if the Foreshore Land is at any time established as an Indian reserve, and no further consideration or compensation shall be payable to Canada or the Band in respect of the transfer to the Province of the Unsurrendered Portion by this Order in Council; vi) the transfer of the Unsurrendered Portion to the Province is not a taking, occupation, or resumption of the Unsurrendered Portion for the purposes of Order in Council 1036; (vii) that the transfer authorized by this Order in Council shall become effective on the date on which the conveyance referred to in subparagraph (

v) is made but the conveyance referred to in subparagraph (

v) must he made on or before February 1, 1992.

SCHEDULE II Block A, District Lot 1659, Sayward District

' Ch ia • Cho() Ct %Ai I •...1.111 :Ati.1 tram S fl

SCHEDULE III BAND COUNCIL RESOLUTION RESOLUTION DE CONSEIL DE BANDE •••• • f= ••■•,111 /d. La m's ,. .. No 4. .1.1. .1.. .1.... sl.... -- -----s- 4CITE. The ' 8.'4144 - Prim ow Donn Funds .' •'CAPIlal •r '•/1...en11s". wh.fh...•• i• the tat.. elWl Ilfp•ao In all ref41.11..af b• ■•■4 • O TA. L•. Tara lends do nets.. arasti• "C•041.•1•• vus set •..w 1•. lam.1•• THE COUNCIL OF The CONSEtt. DE LA BANbE INCIENNE Camftell River Indian Band Current Coital Datancs Ska.10 as cupil•I S.-. .

Cumnsi - efigijj S Pa;tNCY tvrwcT Campbell River rKovmcE Curtin) Re•unuo British_Columhia Sat.!e d• r•••ou 1'1'0+f /.•LNOKOST Canbell.River_ Eote• J.; 11 AIL - jCini" May Al) 1 4 —7,4(114. l - - -M57 431-7 L A N70.7— nA rio MERL: UY fri-CIDE. PAR LES PRESENTES: Page 1 The Council of the Band has agreed in pt4L0:iple with her Majesty the Queen in Right of le Province of British Columbia ("Province") that the lands within Campbell Rive: Indian :serve No. 11 ("Reserve") outlined and marked "Right-of-way Area" on the Plan attached !veto as

Schedule "A" ("Right-of-way Area") shall be surrendered so that the administration Id control of the Right-of-way area could be transferred to the Province for the purpose of highway and other WOtkS of public utility; By an Amendment of Surrender dated July 6, 1988 and accepted by His Excellency the ,vernor General in Council on November 17, 1988, the Band surrendered inter alia the .ght-of-way Area (save and except the "Omitted Area" referred to in pialTe

D) so that the ministration and control of the Right-of-way Area could be transferred to the Province for e purpose of a highway and other works of public utility; The Council of the Band is of the opinion that in making the Amendment of Surrender ted July 6, 1988, the members of the Band were of the opinion that it was surrendering the tiro Right-of-way Area so that the administration and control of the Right-of-Way Area uld be transferred to the Province for the purpose of a highway and other works of public ility; By inadvertence, the Amendment of Surrender did not include the lands within the iht-of-way Area outlined and marked "Omitted Area" on the plan attached hereto as

Schedule ' and also by inadvertence, the Band later desurrenered the lands within the Right-of-way ea outlined and marked "Desurrendered Area" on the plan attached hereto as

Schedule "A"; • • • • - • • • • • • A (4.•4nan for this Biala Fe.., c•tio b•eld• I. ‘guotum •al cone) st s of 3 •i4 i SiOrnbe Mombton J.. Conatill _.'I

C■arrent J• 4.4/11.11 C.:•anitili II ad — Eolti•j: Chom,tiit Rovun.. 11•14111:41 Sold. d. re ',dn., Cla iwit1114.1 •• ediduJ j PLACE NUtt 1)1: L'ENONO(T DATE DA Y — )ourt Campbell River uu AD 19 01 MO M - AWLS L IC1.14( • CA•

f) I 7 a la ■-a* 4,4 Ct. rao..1 .1 ..•••......1 • 11 IN■11 Al..se3 ft vl 1,1. Pthr•sna • •• :.#4 Jos r.f. ilt. J. t fa(•t --...-- BAND COUNCIL RESOLUTION RESOLUTION OE CONSEIL DE BANDE T .. rd• sko osn4 r .„,.. .•cs,„3,..., -01.n ow•I 1. IN 4•110. atuel I01 1111 f•4101■4460.11 r.w. limn* @@@@@ 1•1.. DwISel rt•4146 NOTIA! L•• ,••,• ••./.• ion./. J. Plate• 11.11j• “C•nellol“ rl. IV•4110 .• 411I•••■■■11.•./10e aws.• 1..1418 I•• 0.:•.6/.1fatl• hnorler.1 •oof 4•• 1•• luea• 4.

I./.0• • TI1E COUNCIL OF TUC CONStIL LE LA BANI3L: INOIENNE Campbell River Indian Band ACENCY bisTR1CT Campbell River pRoviNc:t.: British Columbia no 11:::111LOY RESOLVE: Page 2 ra.CME. PAR LES PRESENTES: The Council of the Eand is of the opinion that in desurrendering the Desurrendered Area, ;e me-tubers of the Band did not intend to prevent the transfer to the Province of the !ministration and control of the portion of the Right-of-way Area outlined and marked "..esurrendered Area" on the plan attached hereto as

Schedule "A" for the purpose of a highway ld other works of public utility; .

By Agreement ("Agreement") dated 1991 and made among the :vernment of Canada, the Province, the District of Campbefl River, and Discovery Harbour .dings Ltd. ("Band Company") , a company having its registered office on the Reserve and • -doh is a trustee on behalf of all the Tter.berS of the Band from time to time, Canada, which Dlds legal title to the Right-of-Way Area for the use and benefit of the Band, has agreed ith the authorization of the Council of the Band to transfer the administration and control ! the Right-of-Way Area to the Province in consideration of the Province conveying to the and Company a determinable foe simple interest in the lands described in

Schedule "C" hereto 'Foreshore Land"); The Province has agreed to accept: 1. The transfer of administration and control, pursuant to the Amendment of Surrender and the Agreement, of the designated portion of the Right-of-Way Area ("Designated Portion") for the purpose of a highway and other works of public utility; and 2. The transfer of administration and control, pursuant to

Section 35 of the Indian Act, of the portions of the Right-of-way Area ("Undesignated Portions": TenErb -a -as the "Cmitted Area" and the "Desurrendeted Area in

preamble D for the purpose of a highway and other works of public utility, but on the conditions set out in paragraph 3; A 4iu v Man fur this Boultt Puce coma timid. 1. toututts est can:Istr of 1 3 Mumbarr Meibbr•s Curt,411

• ................. ••••••- ............. •••••••••••,•• ...... ••••••. •• Olioe' —'• ._.....:. 4. 11:••:.:41.:• •••• •• • I NI ..A.. ... NI) ((;,...s•ilime - le....••:11.,) . ..... -- • • ,..) .__..kiS t ;.: '1:-..t .it . tAig•—•-•••-•••• ....6 111.• ••• s..n.allso..) (C•••ratall at .• ow. • .all.ej •-• ......... --.---"-.. ............. ....... ••• .1.441..111u0 FOR OEPARTMEsTAL USE.. ONLY -RESERVE AU kINISTERE --... ... ......................... • . as, S 11•J• d•t• :— Me 1.01 c..4. 2. cawmurso nAL•rcc - SOLD ii rostawNATtsup 3. 6.v...h.. 4 Aollaisty - Aui.HIJ S.

S:: I :7.4 C.a wryt . n.,..—• 16.11... ■.1 11•1 s: . 4..4. .ti.. .. AIL61.leLoi4.0o• "•*•* n .. S . • . .011 1 . 1. Aoad •.. •. Aisp...... W. tronJ• b .... . ....... ...... ............ .......... .•••■•••.• P•gor14111•4•11.10 Olfi..f ••• nowel'onooldfitiv;earf ..••■••..■ A. C•001.61 S . oul.......411.1*/J ••• .:•../welor..64.61• so ...... • ■•••••••• ■•.....• Obit, Ai•10••••ift4 43(11..• ■• Amore.. p.r 1111 (P.71) 7110.11.021•411412

It COUNCIL OF THE COAlt.ff. CE LA SANDE INDfENNE :ENCY STRICT tUVINCE -ACE :;4r DE L'E.'vOROtT rAmpl,P11 RivPr Indian__Ban4 Campbell River British Columbia Campbell River Current Capitel 3.t.ovs Sold- do capital Committed - Engeje Current Revenue bal.red• S.14. */• r•.enu Committed - Eng•J: ATE 7th DAY —;CUR —112 sc.a AO 19 4 1,1, morens -mats EA' -•Arr—ar - Lc zr1 t1k.1 A:14..os Anz.4 as • oer--% et ".4 1r.1. 11.1.reAs• . l'e d• ••1. du JeAuti•.

BAND COUNCIL RESOLUTION RESOLUTION DE CONSEIL DE BANDE TL: TM "/ran out Gland runds- on.th for e• (etc, ..444 III r•1111wielifte tvio• et • so•n4114• •• boot Dena /4nds TA: L•s moo., •Woor finds of• not.. b,,,n4...c•i);•• ■•• S. of e• 4.. dus.end lifaAil Poi is• 1;4•1,11.1na perty.1 1.1 tratm • eu 13114141 0.. trnd•r 3 HEREBY RESOLVE; PAGE 3 EC10E, PAR LES PRESENTES: IT RESOLVED: THAT the Governor in Council, pursuant to the Amendment of Surrender and the Asreemenl requested and authorized to transfer the administration and control of the Designated ,rtion to the Province for the purpose of a highway and other works of public utility.

THAT the Governor in Council, pursuant to

Section 35(1) of the Indian Act, be juested and authorized to consent to the transfer of the administration and control of the designated Portions to the Province for the purpose of a highway and other works of public Ality. THAT the Governor in Council be requested and authorized, pursuant to

Section 35 (3) ' the Indian Act, to authorize the transfer of the administration and control of the designated Portions to the Province for the purpose of a highway and other works of public ility on the condition that: (

a) the transfer of the Foreshore Land to the Band Company, pursuant to the Agreement, 11 be sufficient compensation to the Band for both the Designated Portion and the Undesignate irtions and that the Band shall not receive any further compensation for the transfer of ministation and control of the Undesignated Portions to the Province; (

b) the transfer of the administration and control of the Undesignated Portion to the •orince shall not in any way be considered or construed as a compulsory taking, expropriatiot • resumption of the Undesignated Portions and that the Undesignated Portions shall not included within the Province's rights of resumption pursuant to Order in Council 1036; and (

c) the conveyance of the Foreshore Lands by the Province to the Band Company shall.be way of fee simple determinable upon the Foreshore Lands becoming reserve land. The foregoing resolutions are hereby consented to and passed at 3 duly convened-council meeting on May 7, 1991. Cuuncil Mtentlett Mortibras vu Cons•il / A quorum for this El.ind. Paul c•re• hind. l• quorum • at conolsts of list J

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WHEREAS: A. Holdco is the registered owner of lands and premises situate, lying, and being in the District of Campbell River, in the Province of British Columbia, and more particularly known and described as follows: <> ("Lands") subject only to a Possibility of Reverter in favor of Her Majesty the Queen in right of the Province of British Columbia dated , 1991, and registered in the Victoria Land Title Office on , 1991 under number B.

Holdco is a corporation whose shares are owned entirely by members of the Campbell River Indian Band ("Band") (each Band member owns one share) and the Articles and By-laws of Holdco prohibit the transfer of shares, except in limited circumstances, to non-Band members and provide for the Councillors of the Band from time to time to be the directors of Holdco;

5 C. CRIB Co is a corporation whose shares are owned entirely by members of the Band (each Band member owns one share) and the Articles and By-laws of CRIB Co prohibit the transfer of shares, except in limited circumstances, to non- Band members and provide for the Councillors of the Band from time to time to be the directors of CRIB Co; and D. The Council of the Band has resolved that Holdco will lease the Lands to CRIB Co to enable CRIB Co to develop the Lands and to sublease the Lands or portions thereof to third parties.

WITNESSETH that in consideration of the premises and of the rents, covenants, and agreements hereinafter reserved and contained, CRIB Co and Holdco covenant and agree each with the other as follows:

DEFINITIONS -

ARTICLE 1 1.01 For the purposes of this Lease: (a) "Commencement Date" means 1, 1991 ; (b) "Sublease" means a sublease of a portion of the Lands between CRIB Co as sublessor and a third party as sublessee, consented to in writing by Holdco pursuant to

section 5.02 hereof;

6 (c) "Term" means the period of 99 years commencing on the Commencement Date and to be fully completed and ended on • DEMISE -

ARTICLE 2 2.01 Holdco hereby demises and leases unto CRIB Co the Lands and all of the benefits and advantages to be derived therefrom. 2.02 TO HAVE AND TO HOLD the Lands unto CRIB Co for and during the Term, commencing on the Commencement Date and terminating on RENT -

ARTICLE 3 3.01 CRIB Co will pay to Holdco the annual rent of ONE DOLLAR ($1) payable in advance on the Commencement Date and Holdco hereby acknowledges receipt of the entire rental for the Term, being the sum of $99. USE -

ARTICLE 4 4.01 CRIB Co will not use, or suffer or permit any person, firm, or corporation to use the Lands or any build- ings or improvements at any time erected thereon or any

7 portion thereof for other than their lawful purposes, or in violation of applicable laws of Canada or the Province of British Columbia or so as to injure the reputation of the Lands. 4.02 CRIB Co in the use, occupation, and control of the Lands and in the prosecution or conduct of any business thereon will comply with all requirements of all applicable laws, orders, ordinances, rules, and regulations of federal, provincial, and municipal authorities, and with any direction or certificate of occupancy, pursuant to any law, which will impose any duty upon CRIB Co with respect to the Lands for the use, occupation, or control thereof or for the conduct of any business thereon and will not make or suffer any waste of the Lands or any portion of the Lands. 4.03 CRIB Co will not use or permit to be used any part of the Lands for any dangerous, noxious, or offensive trade or business or for any purpose which will substantially deteriorate or lessen the value of the Lands, reasonable wear and tear excepted. 4.04 CRIB Co will not cause or maintain or permit any nuisance in, at or on the Lands.

8 4.05 CRIB Co will indemnify and save harmless Holdco and each of the directors, officers, agents, and employees of Holdco from and against any and all liabilities, costs, claims, damages, and expenses due to or arising from the occupancy of the Lands hereunder by CRIB Co, including, without limiting the generality of the fortaping, all claims f2s §2c ae arising from any act or omission of CRIB Co or any director, officer, agent, employee, sublessee, licencee, or invitee of CRIB Co and any failure of CRIB Co to observe or perform any covenant or agreement of CRIB Co in this Lease. SUBLEASES, ASSIGNMENT AND MORTGAGES -

ARTICLE 5 5.01 Subject to the provisions of sections 5.04 and 5.05, CRIB Co may not, without the prior written consent of Holdco, which consent may be arbitrarily withheld: (

a) assign this Lease; (

b) sublet the whole or substantially the whole of the Lands; or (

c) grant any right or licence of occupation or use over the whole or substantially the whole of the Lands.

9 5.02 CRIB Co may not, without the prior written consent of Holdco, such consent not to be unreasonably withheld or delayed, sublet any portion of the Lands to any person, firm, or corporation.

Notwithstanding any such subletting, CRIB Co will continue to be liable for the performance of the terms and condition of this Lease. 5.03 CRIB Co may assign this Lease to any corporation controlled by or affiliated with CRIB Co so long as such assignee covenants with Holdco, as a condition precedent, to be bound by all the terms, covenants, and conditions herein undertaken by CRIB Co and covenants with the Sublessees to be bound by all the terms, covenants, and conditions undertaken by CRIB Co in the Subleases. For the purpose of this

section 5.03, a corporation will be considered controlled by CRIB Co if CRIB Co owns beneficially, either directly or indirectly, 100 percent of the voting shares of the corporation and will be considered affiliated with CRIB Co if it or members of the Band own beneficially, either directly or indirectly, at least 75 percent of the voting shares of the corporation and each member of the Band owns shares equally.

- 10 - 5.04 CRIB Co may at any time and from time to time sublease or charge by assignment its interest under this Lease to a mortgagee or creditor as security in connection with a bona fide borrowing by CRIB Co (whether then existing or otherwise) so long as such mortgagee or creditor covenants with Holdco, as a condition precedent to its exercising its right to obtain possession or title to CRIB Co's leasehold interest, to be bound by all the terms, covenants, and conditions herein undertaken by CRIB Co and CRIB Co will permit the mortgagee or creditor to exercise its right to obtain possession and to obtain title to CRIB Co's leasehold interest in case of default. 5.05 If CRIB Co mortgages this Lease and the mortgagee or holder of the indebtedness secured by the leasehold mortgage or trust deed covenants and agrees with Holdco in accordance with the provisions of

section 5.04 to be bound by all the terms, covenants, and conditions herein undertaken by CRIB Co, then, and in such event, Holdco agrees as follows: (

a) no notice from Holdco to CRIB Co sent pursuant to

section 14.01 or

section 14.02 will be valid or effective unless and until a copy of such notice is

sent to the mortgagee, the copy to be sent in the same manner and upon the same conditions as notices under

section 24.01; (

b) any performance of any of CRIB Co's covenants and agreements hereunder and any curing of any default of CRIB Co hereunder by the mortgagee on CRIB Co's behalf will be accepted by Holdco as performed or cured by CRIB Co and any exercise by the mortgagee on CRIB Co's behalf of any election, option, or privilege conferred upon CRIB Co by this Lease will be accepted by Holdco as being exercised by CRIB Co; (

c) without limiting the generality of subsection 5.05(b), the curing of any default by the mortgagee on CRIB Co's behalf within the respective times mentioned in

section 14.01 will be accepted as the curing of the default by CRIB Co for the purposes of

section 14.01; (

d) if there is a default under

section 14.01 that is not capable of curing or an event described in

section 14.02, the Term shall be preserved and shall not be terminated if the mortgagee: (

i) immediaely after receipt of notice of the default or event commences and diligently

- 12 - prosecutes to conclusion enforcement proceedings under its mortgage, and (ii) within 30 days after .receiot of notice of the default or event: (

a) makes good any default by CRIB Co in the making of monetary obligations to Holdco hereunder, and (

b) commences and thereafter continues to perform and observe all of CRIB Co's covenants and agreements hereunder. (

e) no right, privilege, or option to cancel or terminate this Lease including, without limiting the generality of the foregoing, a surrender of this Lease available to CRIB Co will be considered to have been exercised effectively unless joined in by any such mortgagee; and (

f) no liability for the payment of rent or for the agreements hereunder will attach to or be imposed upon any mortgage until such mortgagee becomes the lessee hereunder or takes possession of the Lands pursuant to such mortgagee's remedies under its mortgage security.

- 13 - CRIB Co will provide Holdco with an address in Canada to which copies of notices or notices to be given to the mortgagee under this Lease may be given. An address provided by the mortgagee on CRIB Co's behalf will be accepted by Holdco as provided by CRIB Co. Any reference to "mortgagee" in this

section 5.05 will include any trustee under a trust deed with respect to a mortgage of this Lease or any holder of any indebtedness secured by any mortgage of this Lease. TAXATION -

ARTICLE 6 6.01 CRIB Co will pay or cause to be paid all taxes, rates and assessments, including real and improvement taxes, local improvement taxes and school taxes levied or assessed by any lawful taxing authority against the Lands or any portion of the Lands, whether or not the Lands or such portion of the Lands are serviced or improved. REPAIR -

ARTICLE 7 7.02 Subject to

section 9.01, CRIB Co will keep or cause to be kept the buildings and improvements situate on the Lands or which may be erected or placed on the Lands at any time during the Term in good and substantial repair outside and inside, reasonable wear and tear excepted.

- 14 - 7.02 Upon the expiration or sooner termination of this lease, CRIB Co will vacate and surrender the improvements situate on the Lands in good and substantial repair, outside and inside, reasonable wear and tear excepted. The obligations in this

section 7.02 will survive the exoiratidn or termination of this lease. INSURANCE -

ARTICLE 8 8.01 CRIB Co will, at no cost or expense to Holdco, keep or cause to be kept the buildings and improvements in and on the Lands insured against loss 0: damage by fire and supplemental perils to the extent of the full coverage value thereof. Such policies of insurance: (

a) will be written in the names inter alia of Holdco and CRIB Co; (

b) will be with a company or companies registered to carry on the business of insurance in the Province of British Columbia, to be selected by CRIB Co; and (

c) will provide, subject to the interest of any mortgagee or mortgagees of the interest of CRIB Co in the Lands, that the loss will be payable to CRIB Co for the purposes stated in sections 9.01 and 9.02 hereof.

- 15 - CRIB Co will furnish Holdco a certificate of renewal atleast five days before the date of the expiration of any policy in force, or other evidence satisfactory to Holdco establishing that the insurance has been renewed.

Iff CRIB Co fails to keep the said buildings and improvements so insured and to furnish certificates to Holdco, Holdco may procure such insurance and the premiums paid by Holdco therefor will be considered additional rent due and payable to Holdco in the next succeeding year. 8.02 CRIB Co will, at no cost or expense to Holdco, maintain or cause to be maintained comprehensive general liability insurance against claims for personal injury, death, or property damage occurring on, in or about the Lands, arising out of or resulting from the possession, occupation, use, and control of the Lands by CRIB Co, any Sublessee, or anyone in lawful occupation, such insurance to afford protection to such limits as are from time to time customarily insured against in the case of similar premises.

Such policies of insurance will be written in the names inter alia of Holdco and CRIB Co, with a company or companies registered to carry on the business of insurance in British Columbia, to be selected by CRIB Co and approved by Holdco. CRIB Co will furnish Holdco with a Certificate of Renewal at least five days before the date of expiration

- 16 - of any policy in force or other evidence satisfactory to Holdco establishing that the insurance has been renewed. If CRIB Co fails to effect such insurance or renewal thereof, or to furnish the Certificate, Holdco may procure such insurance and the premiums paid by Holdco therefor will be considered to be added as rent immediately due and payable by CRIB Co to Holdco. REBUILDING -

ARTICLE 9 9.01 If any building or other improvement situate on the Lands or constructed at any time upon the Lands during the Term is damaged or destroyed during the Term, CRIB Co will at no cost or expense to Holdco: (

a) proceed with reasonable diligence to repair, remodel, alter, or restore or cause to be repaired, remodelled, altered, or restored such improvement to substantially its market value immediately before the occurrence of such damage or destruction unless CRIB Co establishes to Hold:o's satisfaction that an improvement with substantially such market value is not required because of technological change; or

- 17 - (

b) proceed with reasonable diligence to construct or cause to be constructed a new improvement on the site of the damaged or destroyed improvement, and such new improvement will have the same function as the damaged or destroyed improvement and be of a value not less than th?... market value of the improvement immediately before its damage or destruction, as the case may be, unless CRIB Co establishes to Holdco's satisfaction that an improvement with substantially such market value is not required because of technological change. 9.02 For the purposes of

section 9.01, the value of any new improvement will be the market value of the damaged or destroyed building immediately before the occurrence of such damage or destruction, as the case may be, and iE Holdco and CRIB Co cannot agree on the market value of the damaged or destroyed building immediately before the occurrence of such damage or destruction, Holdco the matter will be referred for determination by arbitration pursuant to

section 17.01 hereof.

- 18 - HIGHWAYS, PARKS, PUBLIC SQUARES AND SUBDIVISIONS -

ARTICLE 10 10.01 CRIB Co may not at any time during the Term transfer any of its right, title or interest in and to the Lands or any portion thereof for the purpose of a highway, park or public square without the prior written consent of Holdco. QUIET ENJOYMENT -

ARTICLE 11 11.01 Holdco covenants and agrees with CRIB Co, its successors and assigns that it and they, paying the rent hereby reserved and performing the covenants herein on its and their part to be performed, will and may peaceably possess and enjoy the Lands for the Term without any interruption or disturbance from Holdco, its successors and assigns or any other person or persons lawfully claiming by, from, or under Holdco or any of them. TITLE TO IMPROVEMENTS AND FIXTURES -

ARTICLE 12 12.01 Upon the expiration of the Term or sooner termination of this Lease CRIB Cc will deliver to Holdco physical possession of the Lands with all improvements and fixtures situate on the Lands. All such improvements and fixtures will vest in Holdco free and clear .of all encumbrances.

- 19 - LIENS -

ARTICLE 13 13.01 If, during the Term, any builder's lien or other lien for work, labor, services, or materials is filed in respect of or attached to the Lands or any portion of the Lands or to any building or improvements erected therein or thereon, CRIB Co will indemnify and save Holdco harmless from all costs incurred thereby and all claims, demands, and actions at law or in equity arising or which might arise out of such liens. 13.02 Holdco may at any time or from time to time place notices upon the Lands pursuant to the provisions of the Builder's Lien Act, R.S.B.C. 1979,

Chapter 40, as from time to time amended, or such other statute or statutes of like effect for the time being in force, giving notice that Holdco will not be responsible for improvements to the Lands or to any part thereof or giving notice in writing to any person or persons who might claim a lien under any such Act that Holdco will not be responsible for improvements to the Lands. EVENTS OF DEFAULT AND FORFEITURE -

ARTICLE 14 14.01 If CRIB Co fails to perform or observe any covenant contained in this Lease other than the covenant to pay rent on its part to be observed or performed, Holdco may give

- 20 - CRIB Co, its Sublessees and Mortgagees written notice of the breach of covenant and if CRIB Co fails to rectify the breach to Holdco's satisfaction within 60 days after receipt of the notice, or if the breach is one which cannot reasonably be remedied within 60 days, within such further period as CRIB Co may request and Holdco may approve, Holdco without further notice may rleclare the Term ended and this Lease terminated and thereupon this Lease and everything herein contained and the estate or Term will absolutely cease, determine, and be void without re-entry or any other act or any suit or legal proceedings to be brought or taken.

Holdco may nevertheless recover from CRIB Co the rent then accrued or accruing, and any right of action by Holdco against CRIB Co in respect of any antecedent breach of any of the covenants, provisos, stipulations, or conditions contained in this Lease will not be thereby prejudiced. 14 02 If CRIB Co at any time during the Term hereof: (

a) files a petition in bankruptcy or makes an assign- ment for the benefit of creditors; (

b) is adjudicated a bankrupt or insolvent; (

c) files any petition or institutes any proceedings under any bankruptcy or insolvency act seeking to effect a reorganization or a composition;

- 21 - (

d) has the leasehold interest created hereunder seized in execution or by process of law and not released within 60 days from the date of such seizure (except that the delivery of a Writ of Execution or a Writ of Extent to a Sheriff will not be considered a seizure for the purpose of this provision); (

e) is subject to the appointment of a receiver or receiver manager cr trustee who is not discharged within 120 days from the date of such appointment; it will be lawful subject to

section 5.05 for Holdco upon written notice to CRIB Co and the Sublessees and Mortgagees, to declare the Term ended and this Lease terminated. Thereupon this Lease and everything herein contained and the estate or term will absolutely cease, determine, and be void without re-entry or any other act or any suit or legal proceedings to be brought or taken. Holdco may nevertheless recover from CRIB Co the rent then accrued or accruing, and any right of action by Holdco against CRIB Co in respect of any antecedent breach of any of the covenants, provisos, stipulations, or conditions contained in this Lease will not be thereby prejudiced.

- 22 - 14.03 No remedy conferred upon or reserved to Holdco under this Lease or by law will be exclusive of any other remedy available to Holdco and all remedies will be cumulative and in addition to any other remedy given hereunder Or now or hereafter existing at law or in equity or by statute. NON-DISTURBANCE -

ARTICLE 15 15.01 If during the currency of a Sublease, Holdco terminates this Lease pursuant to sections 14.01 or 14.02 or CRIB Co surrenders this Lease, Holdco will: (

a) lease the applicable portion of the Lands to each sublessee (the "Sublessee") for the unexpired portion of the term of the applicable Sublease and on the terms and conditions contained in the applicable sublease mutatis mutandis; and (

b) consent to the re-mortgaging of the Sublessees' interest under the Subleases to the Mortgagees on the same terms and conditions as those contained in the Mortgages, mutatis mutandis.

- 23 - PROVIDED that the leasing of a portion of the Lands to a Sublessee in accordance with this

section 15.01 will be subject to the Sublessee curing any default it may have committed under its Sublease and, if requested by Holdco, the Sublessee executing a formal surrender of the sublease. 15.02 The parties' intent is that the covenants in this

Article 15 shall run with the Lands to the benefit of CRIB Co, its Sublessees, their successors and assigns and others claiming under them. INSPECTION -

ARTICLE 16 16.01 Eoldco or any person or persons designated by Eoldco will have the right at all reasonable times to enter upon the Lands or any portion of the Lands for the purpose of inspecting any buildings or other improvements made therein, or thereon, and for such other purposes as Eoldco may consider necessary. JURISDICTION AND REFERENCE TO ARBITRATION -

ARTICLE 17 17.01 This Lease will b,2 construed in accordance with the laws applicable in the province of British Columbia, which for all purposes will be the proper law of the contract.

- 24 - 17.02 If any dispute or disagreement under this Lease arises between Holdco and CRIB Co, either party may give the other party notice of such dispute or disagreement and the matter will be referred for resolution or determination to a single arbitration if the parties can agree upon one, and if not, to three arbitrators, one to be appointed by each party and the third to be selected by the two appointed, and the provisions of the Commercial Arbitration Act of British Columbia, as amended from time to time will apply to the arbitration. The resolution or determination of the Arbitrators will be final and binding upon the parties hereto. EFFECT OF WAIVER -

ARTICLE 18 18.01 The waiver by either party of any breach by the other party of any term, covenant, or agreement contained in this Lease will not be construed as or constitute a waiver of any further or other breach of the same or any other term,. covenant, or agreement. The consent or approval of either party to any act by the other party requiring the consent or approval of the first party will not be consid2red to waive or render unnecessary such consents or approvals to any subsequent similar act by the second party.

- 25 - No term, covenant, or agreement contained in this Lease will be considered to have been waived by either party unless such waiver is in writing. NOT A PARTNERSHIP -

ARTICLE 19 19.01 Nothing contained in this Lease will be considered or construed by the parties hereto, or either of them, or by any third party as creating the relationship of principal and agent, nor of partnership, nor of joint venture between the parties hereto. WHOLE DOCUMENT -

ARTICLE 20 20.01 No alteration, amendment, change, or addition to this Lease will be binding upon Eoldco or CRIB Co unless reduced to writing and executed by them. PARTIAL INVALIDITY -

ARTICLE 21 21.01 If any term, covenant, or agreement in this Lease or the application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder of the Lease or the application of such term, covenant, or agreement to any person or circumstance other than that as to which it is held invalid or unenforceable, will not be

- 26 affected thereby and each term, covenant, and agreement in this Lease will be valid and enforceable to the fullest extent permitted by law. TIME -

ARTICLE 22 22.01 Time will be of the essence of this Lease, except as otherwise provided. CAPTIONS -

ARTICLE 23 23.01 The captions,

section numbers, article, or para- graph numbers and indices appearing in this Lease are inserted as a matter of convenience only and in no way define, limit, construe, or describe the scope or intent of such sections or articles or paragraphs of this Lease nor in any way affect this Lease. NOTICE -

ARTICLE 24 24.01 Any notice, request, or direction under this Lease which is to be given in writing may be given or delivered by prepaid registered mail or by personal delivery. Such notice, request or direction will be considered to have been

- 27 - given if mailed, on the date four days after the date of mailing or if delivered on the date of delivery and the same will be addressed as follows: (

a) If to Holdco, to: The President Discovery Harbour Holdings Ltd. 1400 Weiwaikum Road Campbell River Indian Reserve All Campbell River, B.C. V9W 5W8 (

b) If to CRIB Co, to: The President Campbell River Indian Band Development Corporation 1400 Weiwaikum Road Campbell River Indian Reserve #11 Campbell River, B.C. V9W 5W8 Any party hereto may give notice to the other party hereto at any time and from time to time different from or additional to the above and which all notices to be given to such party are to be given in accordance with such advice. BINDING UPON SUCCESSORS AND ASSIGNS -

ARTICLE 25 25.01 This Lease will enure to the benefit of and be binding upon the parties hereto, and their respective successors and permitted assigns.

- 28 -

INTERPRETATION -

ARTICLE 26 26.01 Wherever the singular or the masculine is used in this Lease, the same will be considered to include the plural or feminine or body politic or corporate and the respective heirs, executors, administrators, successors, and permitted assigns of the parties hereto and each of them where the context or the parties so require.

IN WITNESS WHEREOF the parties hereto have caused these presents to he executed as of the day and year first above written. Executed at the Campbell River Indian Reserve No. 11, at the District of Campbell River in the Province of British Columbia this day of , 1991. The common seal of ) DISCOVERY HARBOUR HOLDINGS ) LTD. was hereunto affixed ) in the presence of: ) ) ) c/s Authorized Signatory ) ) ) Authorized Signatory )

- 29 - The common seal of CAMPBELL RIVER INDIAN BAND DEVELOPMENT CORPORATION was hereunto affixed in the presence oE: Authorized Signatory c/s Authorized Signatory

DATED THE DAY OF August, 1991. BETWEEN: DISCOVERY HARBOUR HOLDINGS LTD. OF THE FIRST PART AND: CAMPBELL RIVER INDIAN BAND DEVELOPMENT CORPORATION OF THE SECOND

PART LEASE DAVIS Si COMPANY Barristers and Solicitors 2800 Park Place 666 Burrard Street Vancouver, B.C. V6C 2Z7 Tel. No. 667-9444 File No. 30021->/#57 RTB/dc

SCHEDULE "D" FEDERAL ORDERS UNDER

SECTION 35 (3) OF INDIAN ACT AND

SECTION 4(2) OF PUBLIC LANDS GRANTS ACT

WHEREAS the Campbell River Indian Reserve No. 11 ("Reserve") in the Province of British Columbia is a reserve that has been set apart for the use and benefit of the Campbell River Band of Indians ("Band");

WHEREAS the Council of the Band has agreed with Eer Majesty the Queen in right of the Province of British Columbia ("Province") that the administration and control of the portion of the Reserve shown on the Plan of Statutory Right of Way for Highway through Campbell River Indian Reserve No. 11, Sayward District, British Columbia prepared by J.E. Chicalo, B.C.L.S. on September 10, 1990 and registered in the Canada Land Surveys Records under number 73508 on January 25, 1991 ("Right of Way Area") shall be transferred to the Province for the purpose of a highway and other works of public utility;

WHEREAS by an Amendment of Surrender dated July 6, 1988 and accepted by His Excellency the Governor General in Council on November 17, 1988, the Band surrendered inter alia that portion of the Right of Way Area ("Surrendered Portion"), which portion remains surrendered, described as "Surrendered Portion" in

Schedule "I" attached hereto so that the administration and control of the Surrendered Portion, with the authorization of the Council of the Band, may be transferred to the Province for the purpose of a highway and other works of public utility;

WHEREAS by inadvertence, the Amendment of Surrender did not include the lands within the Right of Way Area described as the "Omitted Area" in

Schedule "I" attached hereto and, also by inadvertence, the Band revoked the surrender with respect to the lands within the Right of Way Area described as the "De-surrendered Area" in

Schedule "I" (which areas are collectively called the "Ur.surrendered Portion"); vHEREAS the Unsurrendered Portion and the Surrendered Portion together coalprise all of the Right of Way Area;

WHEREAS by agreement ("Agreement") dated Septembe .i'12;'1991 ---- and made among the Government of Canada ("Canada"), the Province, the District of Campbell River, and Discovery Harbour Holdings Ltd. ("Band Company"), a company having its registered office on the Reserve and which is a trustee on behalf of all the members of the Band from time to time,

Document details

Collection	British Columbia — Orders in Council
Citation	O.C. 1357/2000
Type	order_in_council
Volume / chapter	arc oic 1357 2000
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	2729dbd12adeef4a2447eba81922bc97d6beac10

Source file is stored in the law ingest library (pdf).