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1998 Legislative Session: 3rd Session, 36th Parliament

FIRST READING

The following electronic version is for informational

purposes only.

The printed version remains the official version.

BILL 51: NIS G A'A FINAL AGREEMENT ACT – APPENDICES

APPENDIX C - 4

Appendix C - 4

APPLICABLE FORMS OF DOCUMENT FOR ROADS LISTED

PART 3 OF APPENDIX C - 1

Document 1

Grant of Right of Way for Secondary Provincial Roads;

Document 2

Grant of Private Road Easement; and

Document 3

Grant of Right of Way for Access Roads to British Columbia Hydro and Power Authority (Hydro)

Appendix C - 4

Document 1

Grant of Right of Way for

Secondary Provincial Roads

THIS GRANT OF RIGHT OF WAY made the __________ day of __________ , ____

BETWEEN:

NIS G A'A NATION

[insert address]

("Nis g a'a Nation")

AND:

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as

represented by the Minister of Transportation and Highways

[insert address]

("British Columbia")

WHEREAS:

A. The Nis g a'a Nation, Canada and British Columbia have

entered into the Nis g a'a Final Agreement.

B. The Nis g a'a Nation wishes to grant rights of way over

areas of Nis g a'a Lands for secondary provincial roads.

Therefore for good and valuable consideration the Nis g a'a Nation and British

Columbia agree as follows:

1. Grant of Right of Way. The Nis g a'a Nation hereby

grants a right of way to British Columbia for the secondary provincial road right of way

areas described in

Schedule A attached to this Grant of Right of Way.

2. Incorporation by Reference. This Grant of Right of Way

incorporates by reference all provisions of the Roads and Rights of Way

Chapter of the Nis g a'a

Final Agreement relating to secondary provincial roads and rights of way for those roads.

3. Other provisions.

(

a) Notice. Any notice required under this Grant of Right of

Way:

(

i) must be in writing;

(ii) must be delivered to the address set out above, or to another

address specified in writing by a party; and

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

(

A) delivered personally or by courier, and it will be deemed to be

received on the next business day;

(

B) delivered by fax, and it will be deemed to be received on the next

business day; or

(

C) mailed by pre-paid post in Canada, and it will be deemed received on

the eighth business day following.

(

b) Runs with the Land. This Grant of Right of Way runs with

and binds the Nis g a'a Lands, to the extent reasonably necessary to give full force

and effect to this Grant.

(

c) Interpretation. In this Grant of Right of Way:

(

i) all attached schedules form an integral part of this Grant;

(ii) headings are for convenience only and are not to be construed

as defining or in any way limiting the scope or intent of this Grant.

IN WITNESS THEREOF the parties have duly executed this Agreement, as of the date

first referred to above.

NIS G A'A NATION

Per:____________________

Per:____________________

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as

represented by the Minister of Transportation and Highways

Per:____________________

Per:____________________

SCHEDULE A - DESCRIPTION OF SECONDARY PROVINCIAL ROAD

RIGHT OF WAY AREAS

Appendix C - 4

Document 2

Grant of Private Road Easement

THIS AGREEMENT is dated ____________________ , __________

BETWEEN:

[NIS G A'A NATION or NIS G A'A VILLAGE]

(TO BE DETERMINED ON EXECUTION)

[insert address]

(the "Owner")

AND:

[insert address]

(the "Grantee")

WHEREAS:

A. The Grantee wishes an easement over the Servient Lands to

provide access to the Grantee's Property.

B. The Owner is willing to grant to the Grantee an easement over

the Servient Lands to provide access to the Grantee's Property.

Therefore in consideration of the payment of the fee to be paid by the Grantee,

and the Grantee's covenants as set out in this Agreement, the Owner and Grantee agree as

follows:

Definitions

"Grantee's Property" means the lands described in

Schedule A attached to this Agreement.

"Easement Area" means that portion of the Servient

Lands as described in

Schedule B attached to this Agreement.

"Security" means the security for the performance

of the Grantee's obligations as set out in paragraph 11 in the amount of

$__________________.

"Servient Lands" means the lands described in

Schedule B attached to this Agreement.

"Special Conditions" means the conditions, if any,

set out in

Schedule C attached to this Agreement.

2. Rights and Privileges on Easement Area

By this Agreement the Owner grants to the Grantee, and its invitees,

permittees, representatives, employees, and agents, their heirs, executors, administrators

and assigns, the full, free and uninterrupted easement, right and liberty over the

Easement Area to enter on and use the Easement Area for the purpose of constructing and

maintaining (including trimming or removing trees and vegetation) a road and using the

Easement Area as a road to give pedestrian and vehicular access to the Grantee's Property.

3. Duration

This Easement is appurtenant to the Grantee's Property and passes with

a conveyance or other disposition of the estate in fee simple of the Grantee's Property,

and is binding on the Servient Lands.

4. Annual Fee

The Grantee will pay the Owner an annual fee in advance in the amount

of $________ to cover the Owner's costs of administering this Agreement.

5. Covenant

The obligation of the Grantee in this Agreement constitutes both

contractual obligations and covenants under

Section 219 of the Land Title Act in

respect of the Grantee's Property and runs with the Grantee's Property and binds

successors in title.

6. Non Exclusive Use

This Agreement will not entitle the Grantee to exclusive possession of

the Easement Area and the Owner reserves the right to grant other dispositions of the

Easement Area so long as the grant does not impair the Grantee's permitted use of the

Easement Area.

7. Covenants of the Grantee

The Grantee covenants with the Owner:

(

a) to pay the annual fee as described in paragraph 4 at the address

of the Owner set out above or at such other place as the Owner may specify under paragraph

14;

(

b) to pay and discharge when due all applicable taxes, levies,

charges and assessments now or hereafter assessed, levied or charged which relate to the

Easement Area or any of the Grantee's improvements on the Easement Area which the Grantee

is liable to pay;

(

c) to observe, abide by and comply with all applicable laws, bylaws,

orders, directions, ordinances and regulations of any competent government authority,

including an Owner government, in any way affecting the Easement Area and improvements

situate thereon, or their use and occupation;

(

d) not to commit or suffer any wilful or voluntary waste, spoil or

destruction on the Easement Area or do or suffer to be done thereon by its invitees,

permittees, representatives, employees, or agents, or anyone for whom the Grantee is

responsible at law, anything that may be or becomes a nuisance;

(

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

(

f) not to commit or suffer any wilful or voluntary waste, spoil or

destruction on the Easement Area, or anything that may be or become a nuisance or

annoyance to the Servient Lands;

(

g) to deliver to the Owner from time to time, upon demand, proof of

insurance required under this Agreement, receipts or other evidence of payment of any

taxes or charges owning, and other monetary obligations of the Grantee required to be

observed by the Grantee pursuant to this Agreement;

(

h) to indemnify and save harmless the Owner against all losses,

damages, costs and liabilities, including fees of solicitors and other professional

advisors, arising out of:

(

i) any breach, violation or non-performance of any covenant,

condition or obligation under this Agreement by the Grantee; and

(ii) any personal injury, death, or property damage, arising out

of the Grantee's use or occupation of the Easement Area under this Agreement,

and the Owner may add the amount of any losses, damages,

costs and liabilities to the fees payable under paragraph 4, and the amount added will be

payable to the Owner immediately.

(

i) to keep the Easement Area in a safe, clean and sanitary condition

satisfactory to the Owner acting reasonably, and to make safe, clean and sanitary any

portion of the Easement Area or any improvement thereon that the Owner, acting reasonably,

may direct by notice in writing to the Grantee;

(

j) to permit the Owner or its authorized representative to enter

upon the Easement Area at any time to examine its condition;

(

k) to use and occupy the Easement Area in accordance with the

provisions of this Agreement including the Special Conditions, if any, set out in

Schedule C;

(

l) on the expiration or at the earlier cancellation of this

Agreement:

(

i) to quit peaceably and deliver possession of the Easement Area

to the Owner;

(ii) to de-commission the road, including the removal of any

structures or works on the Easement Area, and restore the surface of the Easement Area to

the satisfaction of the Owner acting reasonably;

and to the extent necessary, this covenant shall survive the

expiration or cancellation of this Agreement;

(

m) to obtain and keep in force insurance covering the Owner and the

Grantee (without any rights of cross-claim or subrogation against the Owner) against

claims for personal injury, death, property damage or third party or public liability

claims arising from any accident or occurrence on the Easement Area to an amount not less

than $1,000,000.00;

(

n) notwithstanding subparagraph (m), the Owner may from time to

time, acting reasonably, considering the amount of insurance a prudent owner would carry,

require the Grantee to increase the amount of insurance and the Grantee will, within 60

days of receiving the request, obtain the required additional insurance and deliver to the

Owner written confirmation of the change;

(

o) not to interfere with the activities, works or other improvements

of any other person who enters on or uses or occupies the Easement Area under a subsequent

right or interest granted by the Owner, or who is otherwise authorized by the Owner to

enter on or use or occupy the Easement Area, in accordance with paragraph 6; and

(

p) if the Grantee, or its agents, contractors or representatives,

discover any archaeological material on the Easement Area, to take all reasonable steps

and precautions to minimize disturbance of that material, and to immediately notify the

Owner.

8. Cancellation

Despite any other provision of this Agreement, this Agreement may be

cancelled if the Grantee fails or refuses to observe or perform any term in this

Agreement, and the failure continues after the Owner gives written notice of the failure

to the Grantee for a period of:

(a) 30 days; or

(b) 150 days, if the failure because of its nature reasonably

requires more than 30 days to cure, and provided that the Grantee proceeds diligently and

continuously to cure the failure

then the Owner may by further written notice to the Grantee cancel this

Agreement and despite paragraph 7 (l), any fixtures to the Easement Area will, at the

discretion of the Owner, become the property of the Owner.

9. Relocation of Easement Area

If the Owner requires the Easement Area for another purpose, the Owner

may, on 180 days written notice to the Grantee and in consultation with the Grantee:

(

a) at its cost locate and construct an alternate road providing

access to the Grantee's Property to a standard at least equivalent to the original road;

(

b) grant a replacement Agreement for the alternate road on the same

terms as this Agreement; and

(

c) by further written notice to the Grantee cancel this Agreement;

and on cancellation the Grantee will quit peaceably and deliver

possession of the Easement Area, except that the Grantee may, at its election, within 60

days of the cancellation, or such longer time as reasonably required, remove any fixtures

from the Easement Area, but the Grantee will not be required to comply with

paragraph 7 (l) (ii).

10. Third Party Notice

The Owner will not dispose of, or agree to dispose of, the Servient

Lands without first notifying any intended purchaser of the existence of this Agreement.

11. Ownership of Commercially Valuable Timber

All timber of commercial value on the Easement Area will remain the

property of the Owner.

12. Security

The Grantee will deliver the Security to the Owner within 30 days of

the commencement of this Agreement, and in any event prior to the Grantee's use of the

Easement Area, as security for the performance of the Grantee's obligations under this

Agreement, and the following will apply:

(

a) the Grantee will maintain the Security in full until the later

of:

(

i) the termination of this Agreement; or

(ii) the complete fulfillment of all of the Grantee's obligations

under this Agreement;

(

b) if the Grantee defaults in the performance of any of its

obligations under this Agreement, the Owner may, in its sole election, draw on and use the

Security to reimburse the Owner for all reasonable costs and expenses, including legal and

other professional services costs if any, caused by or arising out of the Grantee's

breach, and in the event of a call on the Security the Grantee will, as a condition of the

continuation of this Agreement, immediately pay to the Owner the amount of the draw so

that the full amount of the Security is available.

13. Disputes

Any dispute arising out of or in connection with this Agreement will be

resolved as follows:

(

a) the parties will attempt to resolve disputes by good faith

negotiations, including timely disclosure of all relevant facts, information and

documents;

(

b) either party may, at any time, by written notice request that the

dispute be referred to mediation, conducted by a mediator, knowledgeable about the matters

in dispute;

(

c) if the dispute is not resolved within 30 days of the notice to

mediate under subparagraph (

b) then, on the agreement of both parties, the dispute may be

referred to a single arbitrator for final resolution. If the parties do not agree to

arbitration then either party may refer the matter to the courts;

except that it is not incompatible with this paragraph for a party to

apply to a court at any time for interim or conservatory relief, and for the court to

grant that relief.

14. Notice

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

(

a) must be in writing;

(

b) must be delivered to the address set out above, or other address

as specified in writing by a party; and

(

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

(

i) delivered personally or by courier, and it will be deemed

received on the next business day;

(ii) delivered by fax, and it will be deemed received on the next

business day; or

(iii) mailed by pre-paid post in Canada, and it will be deemed

received on the eighth business day following.

15. Waiver and Consent

A breach of any term, condition, covenant or other provision of this

Agreement may only be waived in writing, and any waiver will not be construed as a waiver

of any subsequent breach. Consent to or approval of any act, where consent or approval is

required under this Agreement, will not be construed as consent to or approval of any

subsequent act.

16. Remedies

No remedy set out in this Agreement is exclusive of any other remedy

provided by law, but will be in addition to any other remedy existing at law, in equity,

or by statute.

17. Enurement

The terms and provisions of this Agreement shall extend to, be binding

upon and enure to the benefit of the parties hereto and their successors and permitted

assigns.

Interpretation

In this Agreement:

(

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

(

b) unless the context otherwise requires, the singular includes the

plural and the masculine include the feminine gender, body politic and a corporation;

(

c) the headings are for convenience only and are not to be construed

as defining or in any way limiting the scope or intent of the Agreement;

(

d) a reference to an enactment of British Columbia or of Canada will

be deemed to include a reference to any subsequent amendments or replacements; and

(

e) if any provision is determined by a court or arbitrator of

competent jurisdiction to be illegal or unenforceable, that provision will be considered

separate and severable, and the legality or enforceability of the remaining provisions

will not be affected by that determination.

IN WITNESS THEREOF the parties have duly executed this Agreement, as of the date first

referred to above.

NIS G A'A NATION

Per:____________________

Per:____________________

GRANTEE

Per:____________________

(authorized signatory of Grantee)

SCHEDULE A - DESCRIPTION OF GRANTEE'S PROPERTY

SCHEDULE B - DESCRIPTION OF BOTH SERVIENT LANDS AND

EASEMENT AREA

SCHEDULE C - SPECIAL CONDITIONS

Appendix C - 4

Document 3

Grant of Right of Way for Access Roads To

British Columbia Hydro and Power Authority

This Agreement is dated ____________________ , __________

BETWEEN:

NIS G A'A NATION

[insert address]

(the "Nis g a'a Nation")

AND:

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY, continued under the Hydro and

Power Authority Act , RSBC 1996, c. 212

[insert address]

("Hydro")

WHEREAS:

A. The Nis g a'a Nation, Canada and British Columbia have

entered into the Nis g a'a Final Agreement.

B. The Nis g a'a Nation wish to grant to Hydro rights on

Nis g a'a Lands for certain roads existing on Nis g a'a Lands on the effective

date.

Therefore for good and valuable consideration the Nis g a'a Nation and Hydro

agree as follows:

Definitions

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

assigns.

"Final Agreement" means the Nis g a'a Final

Agreement between the Nis g a'a Nation, Canada and British Columbia.

"Hydro Access Roads" means trails or roads that

provide access to a Hydro right of way or works, including surfacing, bridges, drainage

and support works, and other works required to maintain the integrity of the travelled

surface.

"Hydro Access Road Areas" means those portions of

Nis g a'a Lands as described in

Schedule A attached to this Agreement.

"Hydro Purposes" means the transmission and

distribution of electric energy and telecommunications.

2. Relationship to Final Agreement

This Agreement is made under the Final Agreement, and defined terms in

the Final Agreement will have the same meaning in this Agreement.

3. Rights on Hydro Access Road Areas

The Nis g a'a Nation grants to Hydro, and its employees,

representatives, agents, contractors, licensees and assignees, the full, free and

uninterrupted right, liberty and right of way, as follows:

(

a) to construct, operate, maintain, repair, alter, upgrade, remove

and replace Hydro Access Roads, and remove and trim trees, vegetation and obstructions, on

the Hydro Access Road Areas;

(

b) to install, maintain and use gates in all fences constructed by

others which are now or hereafter shall be on the Hydro Access Road Areas;

(

c) to pass and repass over the Hydro Access Road Areas with or

without equipment, machinery and materials as reasonably required by Hydro; and

(

d) to generally do all acts or things necessary in connection with

the foregoing.

4. Non Exclusive Use

This Agreement will not entitle Hydro to exclusive possession of the

Hydro Access Road Areas or other parts of the Nis g a'a Lands and the Nis g a'a

Nation reserves the right to grant other dispositions of the Hydro Access Road Areas so

long as the grant does not materially affect the exercise of Hydro's rights under this

Agreement.

5. Duration

In respect of a Hydro Access Road Area, the rights, liberties and

rights of way granted under this Agreement are for so long as required and will terminate,

without compensation to Hydro, when:

(

a) the Hydro right of way that the Hydro Access Road Area serves

terminates; or

(

b) Hydro no longer requires the Hydro Access Road Areas, and:

(

i) Hydro gives 90 days written notice to the Nis g a'a

Nation; or

(ii) the Nis g a'a Nation gives 90 days written notice to

Hydro.

6. Work Plans For Hydro Access Roads

Except in an emergency, Hydro will provide to the Nis g a'a Nation

a written work plan describing proposed work on or related to a Hydro Access Road Area

prior to undertaking the construction or development of any Hydro Access Road. Hydro will

provide the work plan in time to afford the Nis g a'a Nation the opportunity to

comment, and Hydro will use reasonable efforts to accommodate any suggestions or requests

presented by the Nis g a'a Nation provided they do not result in significant

increased costs.

7. Protection of the Environment

Hydro will undertake activities permitted under this Agreement having

regard for the impact on the environment, and will take prudent measures to minimize

damage or disruption to the environment.

8. Entry on Nis g a'a Lands outside the Hydro Right of Way

Areas

Hydro, and its employees, representatives, agents, contractors,

licensees and assignees, may enter onto Nis g a'a Lands outside the Hydro Access Road

Areas for the purpose of undertaking works to protect Hydro Access Roads, or to protect

persons and property, as follows:

(

a) Hydro will before commencing any work deliver a written work plan

describing the effect and extent of the proposed work on Nis g a'a Lands to the Nis g a'a

Nation for approval;

(

b) the Nis g a'a Nation will not unreasonably withhold approval

of the work plan, considering the effect of the proposed work, including the cost of the

proposed works compared to the cost of alternate solutions, the extent of the risk of not

undertaking the work, and the impact on the Nis g a'a Lands. If Hydro and the Nis g a'a

Nation cannot agree on a work plan requested by Hydro within 30 days of receipt by the Nis g a'a

Nation of the proposed work plan, then either party may refer the disagreement to dispute

resolution under Paragraph 14 of this Agreement;

(

c) Hydro will minimize the damage to and time spent on Nis g a'a

Lands;

(

d) Hydro will pay fair compensation, as defined in the Final

Agreement, for any interference with or damage to adjacent Nis g a'a Lands.

Notwithstanding other provisions of this paragraph or this Agreement,

in an emergency Hydro may undertake works and take steps on Nis g a'a Lands as are

reasonably required to be taken immediately in order to protect Hydro Access Roads, and in

that event Hydro will as soon as reasonably possible notify the Nis g a'a Nation in

writing.

9. Relocation of Hydro Access Road Areas

If the Nis g a'a Nation requires a portion of a Hydro Access Road

Area for another purpose, then upon request by the Nis g a'a Nation, Hydro will

relocate any Hydro Access Road Area, including the related Hydro Access Road, to a new

location as follows:

(

a) the relocation will proceed only if the new location is

reasonably suitable for use for a Hydro Access Road considering construction, maintenance

and operation and costs; and

(

b) the Nis g a'a Nation will give reasonable notice to permit

design, planning and construction of the Hydro Access Road to be relocated; and

(

c) the Nis g a'a Nation will pay all reasonable costs,

including costs of design, supervision and construction.

The Nis g a'a Nation will extend a Hydro Access Road Area as

reasonably required, so that the extended Hydro Access Road Area has similar priority over

other charges and encumbrances as the original. When a portion of a Hydro Access Road Area

is relocated, then the Hydro Access Road Area for the portion that is abandoned will be

terminated.

10. Indemnity

Hydro will indemnify and save harmless the Nis g a'a Nation from

and against all losses, damages, costs, liabilities, claims, expenses, and suits,

including fees of solicitors and other professional advisors, arising out of:

(

a) any breach, violation or non-performance by Hydro of any of

Hydro's covenants, conditions or obligations under this Agreement; and

(

b) any personal injury, death, or property damage, including

environmental damage, occurring on or to Nis g a'a Lands arising from Hydro's use or

occupation of Nis g a'a Lands under this Agreement,

but not for any claims based on nuisance or the rule in Rylands v

Fletcher unless Hydro was negligent.

11. Covenants of Hydro

Hydro covenants with the Nis g a'a Nation:

(

a) to pay compensation to the Nis g a'a Nation for any damage

to buildings, crops (except for trees in the Hydro Access Road Areas), livestock, drains,

ditches, culverts, fences, trails, bridges, roads and fruit, nut or ornamental trees

caused by Hydro;

(

b) despite subparagraph (a), to pay compensation to its owner, in

accordance with generally accepted principles of timber valuation, for all merchantable

timber cut or damaged by Hydro on Nis g a'a Lands on or adjacent to the Hydro Access

Road Areas, and the parties agree that, on payment, title to any timber cut on the Nis g a'a

Lands under this Agreement vests in Hydro;

(

c) to pay and discharge when due all applicable taxes, levies,

charges and assessments now or hereafter assessed, levied or charged to the account of

Hydro which relate to the Hydro Access Road Areas and which Hydro is liable to pay;

(

d) to keep the Hydro Access Road Areas in a safe, clean and sanitary

condition to the extent the condition relates to Hydro's use or occupation, and on written

notice from the Nis g a'a Nation to make safe, clean and sanitary any portion of the

Hydro Access Road Areas that contravene the provisions of this covenant, provided that

Hydro has no obligation to keep the Hydro Access Roads suitable for use by anyone except

Hydro;

(

e) not to disturb or interfere with any survey monuments, bars or

iron pins located on the Nis g a'a Lands including the Hydro Access Road Areas;

(

f) not to bury debris or rubbish of any kind on Nis g a'a Lands

in excavations or backfill, and to remove shoring and similar temporary structures as

backfilling proceeds;

(

g) to bury and maintain all underground works as may be required so

as not to unduly interfere with the drainage of Nis g a'a Lands;

(

h) not to commit or suffer any wilful or voluntary waste, spoil or

destruction on the Hydro Access Road Areas, or anything that may be or become a nuisance

or annoyance to the owners of the Nis g a'a Lands, except to the extent necessary to

carry out any of the matters under this Agreement;

(

i) to observe, abide by and comply with all applicable laws, bylaws,

orders, directions, ordinances and regulations of any competent governmental authority

which relate to the Hydro Access Road Areas;

(

j) to permit the Nis g a'a Nation to enter upon the Hydro

Access Road Areas at any time to examine its condition;

(

k) if for any reason this Agreement terminates with respect to a

portion of the Hydro Access Road Areas, to:

(

i) quit peaceably that portion of the Hydro Access Road Areas;

and

(ii) decommission any Hydro Access Roads on, and restore the

surface of, that portion of the Hydro Access Road Areas to a condition to which similar

lands are typically restored in British Columbia, unless otherwise agreed to in writing by

the Nis g a'a Nation and Hydro at the time of restoration;

and to the extent necessary, this covenant will survive the

termination of this Agreement; and

(

l) if Hydro, or its employees, representatives, agents, contractors,

licensees or assignees, discover any archaeological material on the Hydro Access Road

Areas, to take all reasonable steps and precautions to minimize disturbance of that

material, and to immediately notify the Nis g a'a Nation.

12. Covenants of the Nis g a'a Nation

The Nis g a'a Nation covenants with Hydro:

(

a) not to use or authorize the use of the Hydro Access Road Areas

for any purpose, including the construction of any improvements, that in the reasonable

opinion of Hydro would be unsafe or would interfere with Hydro's use of the Hydro Access

Road Areas; and

(

b) not to intentionally do or authorize any act or thing that

injures or endangers the Hydro Access Roads.

13. Licence

Hydro will not licence the use of the Hydro Access Road Areas, in whole

or in part, without the prior written consent of the Nis g a'a Nation provided that:

(

a) Hydro may grant a licence to BC Tel for the use of the Hydro

Access Road Areas without the consent of the Nis g a'a Nation;

(

b) the Nis g a'a Nation may attach conditions to its consent to

any licence, including the provision of insurance and security, in a form and amount

acceptable to the Nis g a'a Nation; and

(

c) no licence will act as a release of any of Hydro's obligations as

set out in this Agreement.

14. Disputes

Any dispute arising out of or in connection with this Agreement will be

resolved as follows:

(

a) the parties will attempt to resolve disputes by good faith

negotiations, including timely disclosure of all relevant facts, information and

documents;

(

b) either party may, at any time, by written notice request that the

dispute be referred to mediation, conducted by a mediator, knowledgeable about the matters

in dispute;

(

c) if the dispute is not resolved within 30 days of the notice to

mediate under subparagraph (

b) then, on the agreement of both parties, the dispute may be

referred to a single arbitrator for final resolution. If the parties do not agree to

arbitration then either party may refer the matter to a court of competent jurisdiction

except that it is not incompatible with this paragraph for a

party to apply to a court of competent jurisdiction at any time for interim or

conservatory relief and for the court to grant that relief.

15. Notice

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

(

a) must be in writing;

(

b) must be delivered to the address set out above, or other address

as specified in writing by a party;

(

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

(

i) delivered personally or by courier, and it will be deemed

received on the next business day;

(ii) delivered by fax, and it will be deemed received on the next

business day; or

(iii) mailed by pre-paid post in Canada, and it will be deemed

received on the eighth business day following.

16. Runs With the Land

This Agreement runs with and binds Nis g a'a Lands, to the extent

reasonably necessary to give full force and effect to this Agreement.

17. Waiver and Consent

A breach of any term, condition, covenant or other provision of this

Agreement may only be waived in writing, and any waiver will not be construed as a waiver

of any subsequent breach. Consent to or approval of any act, where consent or approval is

required under this Agreement, will not be construed as consent to or approval of any

subsequent act.

18. Remedies

No remedy set out in this Agreement is exclusive of any other remedy

provided by law, but will be in addition to any other remedy existing at law, in equity,

or by statute.

19. Successors and Assigns

The terms and provisions of this Agreement will extend to, be binding

upon and enure to the benefit of the parties and their successors and assigns.

Interpretation

In this Agreement:

(

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

(

b) unless the context otherwise requires, the singular includes the

plural and the masculine include the feminine gender, body politic and a corporation;

(

c) the headings are for convenience only and are not to be construed

as defining or in any way limiting the scope or intent of this Agreement;

(

d) a reference to an enactment of British Columbia or of Canada will

be deemed to include a reference to any subsequent amendments or replacements; and

(

e) if any provision is determined by a court or arbitrator of

competent jurisdiction to be illegal or unenforceable, that provision will be considered

separate and severable, and the legality or enforceability of the remaining provisions

will not be affected by that determination.

IN WITNESS THEREOF the parties have duly executed this Agreement, as of the date first

referred to above.

NIS G A'A NATION

Per:____________________

Per:____________________

BRITISH COLUMBIA HYDRO AND POWER AUTHORITY

Per:____________________

Per:____________________

SCHEDULE A - DESCRIPTION OF HYDRO ACCESS ROAD AREAS

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