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c) Queen's Printer,

Victoria, British Columbia, Canada

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Disclaimer

1998 Legislative Session: 3rd Session, 36th Parliament

THIRD READING

The following electronic version is for informational purposes only.

The printed version remains the official version.

Certified correct as passed Third Reading on the 22nd day of April, 1999

Ian D. Izard, Law Clerk

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

APPENDIX C - 3

Appendix C - 3

APPLICABLE FORMS OF DOCUMENT FOR PUBLIC

UTILITY TRANSMISSION AND DISTRIBUTION

FACILITIES IN

PART 2 OF APPENDIX C - 1

Document 1

Grant of Right of Way and Licence for Public Utility Works to British Columbia Hydro and Power Authority (Hydro)

Document 2

Grant of Right of Way and Licence for Telecommunications to BC TEL

Appendix C - 3

Document 1

Grant of Right of Way and Licence for Public Utility Works

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 wishes to grant to Hydro rights on Nis g a'a

Lands for Hydro Works 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 Purposes" means the transmission and

distribution of electric energy and telecommunications.

"Hydro Works" means poles, towers, antennae (except

for monopole free standing antennae), anchors, guy wires, brackets, cross arms,

insulators, transformers, overhead and underground conductors, wires, lines and cables,

underground conduits and pipes, access nodes, all ancillary appliances and fittings,

reasonably required associated protective installations and related works such as fencing

for safety or security, devices and identifying colours for aircraft warning, and utility

services for the operation of any of the foregoing.

"Hydro Right of Way Area" means those portions of

Nis g a'a Lands as described in

Schedule A attached to this Agreement.

"Licensed Hydro Works" means, collectively, any

Hydro Works, and any access roads within the Vegetation Management Area, that, on the

effective date, are located on Nis g a'a Lands outside of:

(

a) a Crown road right of way area;

(

b) a Hydro Right of Way Area;

(

c) a right of way area granted to BC TEL on which Hydro is BC TEL's

licensee; or

(

d) an area in respect of which, on the effective date, the Nis g a'a

Nation grants Hydro rights under a separate instrument.

"Vegetation Management Area" means the Hydro Right

of Way Area together with the area 10 metres on both sides of the Hydro Right of Way Area.

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 Right of Way Area

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, for Hydro Purposes, as follows:

(

a) to construct, excavate for, erect, string, or otherwise install,

operate, maintain, repair, alter, upgrade, remove and replace Hydro Works over, upon and

under the Hydro Right of Way Area;

(

b) to trim or remove all or any trees, growth or vegetation now or

hereafter on the Vegetation Management Area that may in the reasonable opinion of Hydro

create a hazard or interfere with the Hydro Works or the carrying out of any of the Hydro

Purposes, except that Hydro shall take all reasonable steps, including where appropriate

planting of suitable replacement vegetation, to avoid erosion or other damage;

(

c) to conduct vegetation management upon the Vegetation Management

Area, such as the planting of vegetation compatible with use for Hydro Purposes, and the

application of herbicides and pesticides provided that:

(

i) Hydro will not conduct any aerial application of herbicides or

pesticides on the Hydro Right of Way Area or other Nis g a'a Lands; and

(ii) Hydro will obtain all permits and approvals as required by

authorities having jurisdiction, including any such permits or approvals required by the

Nis g a'a Nation, for the use of any herbicides or pesticides;

(

d) to clear the Hydro Right of Way Area and keep it cleared of all

or any part of any obstructions that may in the reasonable opinion of Hydro create a

hazard or interfere with the Hydro Works or the carrying out of any of the Hydro Purposes;

(

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

others which are now or hereafter shall be on the Hydro Right of Way Area and in fences

across roads in the Vegetation Management Area;

(

f) to ground any structures, installation or things, by whomsoever

owned, from time to time situated anywhere on the Hydro Right of Way Area or adjacent Nis g a'a

Lands where, in the reasonable opinion of Hydro, such grounding will eliminate or reduce

hazard to persons;

(

g) to pass and repass over the Hydro Right of Way Area with or

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

construct, maintain, repair, replace and use trails, roads and bridges on the Hydro Right

of Way Area as reasonably required to obtain access to the Hydro Works; and

(

h) 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 Right of Way Area 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 Vegetation Management Area,

including the Hydro Right of Way Area, so long as the grant does not materially affect the

exercise of Hydro's rights under this Agreement.

5. BC TEL

Hydro will cooperate and enter into agreements with BC TEL in the same

manner as Hydro and BC TEL cooperate and enter into agreements elsewhere in British

Columbia, to share the use of poles, ducts and other works.

6. Licence For Hydro Works Located Outside Rights of Way

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

representatives, agents, contractors, licensees and assignees, as of the effective date, a

licence for all Licensed Hydro Works to use and occupy Nis g a'a Lands on the

following terms:

(

a) the licence is irrevocable so long as Hydro requires the use of

the Licensed Hydro Works for Hydro Purposes, unless the Licensed Hydro Works are included

within a Crown road right of way area or Hydro Right of Way Area under this paragraph;

(

b) for the Licensed Hydro Works, Hydro holds the same rights,

privileges and obligations, including all indemnity obligations, as apply to Hydro for the

use of the Hydro Right of Way Area under this Agreement, and including the right of

reasonable access onto the Nis g a'a Lands for the purpose of gaining access to the

Licensed Hydro Works;

(

c) if at any time in the course of maintenance or operations Hydro

replaces or makes significant repairs to Licensed Hydro Works which are adjacent to a

Crown road right of way area or a Hydro Right of Way Area then, upon written notice from

the Nis g a'a Nation and provided the relocation does not result in significant

increased costs, and for a Crown road right of way area if the relocation is acceptable to

British Columbia, Hydro will relocate the Licensed Hydro Works on to the adjacent right of

way area, and the licence for those Licensed Hydro Works will be terminated;

(

d) the Nis g a'a Nation may at any time at no cost to Hydro

require Hydro to enter into an agreement to extend the Hydro Right of Way Area so as to

incorporate within the Hydro Right of Way Area any Licensed Hydro Works designated by the

Nis g a'a Nation and upon the appropriate extension of the Hydro Right of Way Area

the licence for those Licensed Hydro Works will be terminated;

(

e) the Nis g a'a Nation may at any time require Hydro to

relocate Licensed Hydro Works designated by the Nis g a'a Nation to another location

on Nis g a'a Lands, including on to an adjacent Crown road right of way area if

acceptable to British Columbia, or to a Hydro Right of Way Area and in that event:

(

i) if the new location is reasonably suitable for use for Hydro

Works considering construction, maintenance and operation and costs, Hydro will proceed

with the relocation;

(ii) the Nis g a'a Nation will give reasonable notice to

permit design, planning and construction of the Hydro Works to be relocated;

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

including costs of design, supervision and construction; and

(iv) upon relocation, this licence is extended to the relocated

Hydro Works, except if the relocated Hydro Works are located on a Crown road right of way

area or a Hydro Right of Way Area, then the license for those Hydro Works will be

terminated.

7. Duration

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 Hydro

no longer requires the Hydro Right of Way Area, and:

(

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

(

b) the Nis g a'a Nation gives 90 days written notice to Hydro.

8. Work Plans For Hydro Works

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 Right of Way Area

prior to undertaking any of the following work:

(

a) installation of any new transmission or distribution lines;

(

b) relocation of any transmission or distribution lines;

(

c) trimming or removal of any trees, growth or vegetation on or

adjacent to a Hydro Right of Way Area, including the Vegetation Management Area;

(

d) constructing any new trails, roads or bridges on the Hydro Right

of Way Area.

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.

9. Insurance and Security

If British Columbia requires Hydro to carry insurance, to provide

security, or both, in relation to rights of way granted to Hydro by British Columbia, then

on request of the Nis g a'a Nation, Hydro will obtain insurance, security, or both,

for the benefit of the Nis g a'a Nation on terms substantially the same as required

by British Columbia.

10. Access to Hydro Rights of Way

If for any reason Hydro is unable to obtain reasonable access to any

Hydro Works from the Hydro Right of Way Area, a Crown road, a Nis g a'a road or a

Hydro private access right of way, then the Nis g a'a Nation will, where land access

is reasonably practicable, on application from Hydro, grant Hydro the right to cross Nis g a'a

Lands to provide Hydro access on terms substantially the same as contained in Document 3

of Appendix C4 to the Final Agreement.

11. Hazardous Trees Adjacent to Hydro Right of Way

Hydro may remove any tree located on Nis g a'a Lands which by

falling or otherwise may endanger any Hydro Works, but, except in an emergency, will give

the Nis g a'a Nation prior written notice.

12. 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.

13. Replacement Right of Way

If a material change occurs to lands which for any reason makes the

continued use of any portion of the Hydro Right of Way Area unsuitable for the Hydro

Purposes, then the Nis g a'a Nation will, without charge, grant a replacement right

of way to Hydro for construction of the replacement Hydro Works, as follows:

(

a) Hydro will, before undertaking any work, deliver a work plan to

the Nis g a'a Nation indicating the location of the contemplated replacement right of

way area, for approval by the Nis g a'a Nation which approval will not be

unreasonably withheld;

(

b) Hydro will take into account the effect of the replacement right

of way area on adjacent Nis g a'a Lands, and any unique aspects of these lands, and

the Nis g a'a Nation will take into account the cost efficiencies of the location

selected by Hydro for a replacement right of way area in relation to alternative

locations;

(

c) the replacement right of way agreement will be on the same terms

and conditions as this Agreement, and the Nis g a'a Nation will use its best efforts

to ensure that the replacement right of way has the same priority over other charges and

encumbrances as this Agreement;

(

d) Hydro will execute a release of this Agreement in relation to the

portions of the abandoned Hydro Right of Way Area.

Despite any provision of this paragraph, in an emergency Hydro may,

without approval from the Nis g a'a Nation, enter on to Nis g a'a Lands to

undertake all work and take all steps as are reasonably required to be taken immediately

in order to restore electrical and telecommunication services, or to ensure safety of

persons and property that may be at risk from Hydro Works. Hydro will give notice as soon

as reasonably possible to the Nis g a'a Nation of any emergency entry.

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

Area

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

licensees and assignees, may enter onto Nis g a'a Lands outside the Hydro Right of

Way Area for the purpose of undertaking works to protect Hydro Works, or to protect

persons and property that may be at risk from Hydro Works, 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 21 of this Agreement;

(

c) Hydro will minimize 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 Works, or to protect

persons and property that may be at risk from Hydro Works, and in that event Hydro will as

soon as reasonably possible notify the Nis g a'a Nation in writing.

15. Entry on Nis g a'a Lands outside the Crown roads right of

way area

The parties' rights and obligations as set out in paragraph 14 apply

with respect to Hydro Works located on a Crown roads right of way area.

16. Relocation of Hydro Works

If the Nis g a'a Nation requires a portion of a Hydro Right of Way

Area for other purposes, then upon request by the Nis g a'a Nation Hydro will

relocate any Hydro Right of Way Area including the related Hydro Works, to a new location

as follows:

(

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

reasonably suitable for use for Hydro Works 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 Works 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 the Hydro Right of Way Area as

reasonably required, so that the extended Hydro Right of Way Area has similar priority

over other charges and encumbrances as the original. When a portion of a Hydro Right of

Way Area is relocated then the Hydro Right of Way Area for the portion that is abandoned

will be terminated.

17. 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.

18. 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 Vegetation Management Area), 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 Right

of Way Area, 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 Right of Way Area and which Hydro is liable to pay;

(

d) to keep the Hydro Right of Way Area, and any Hydro Works, in a

safe, clean and sanitary condition to the extent the condition relates to Hydro's use or

occupation of the Hydro Right of Way Area, and on written notice from the Nis g a'a

Nation, to make safe, clean and sanitary any portion of the Hydro Right of Way Area, or

the Hydro Works that contravene the provisions of this covenant, provided that Hydro has

no obligation to keep the Hydro Right of Way roads or 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 Right of Way Area;

(

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 the Nis g a'a Lands;

(

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

destruction on the Hydro Right of Way Area, 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 Hydro Purposes;

(

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 Right of Way Area;

(

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

of Way Area at any time to examine its condition;

(

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

portion of the Hydro Right of Way Area, to:

(

i) quit peaceably that portion of the Hydro Right of Way Area;

(ii) decommission any Hydro roads and restore the surface of that

portion of the Hydro Right of Way Area to a condition to which similar lands are typically

restored in the Province of British Columbia, unless otherwise agreed to in writing by the

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

(iii) remove all above ground Hydro Works from that portion of the

Hydro Right of Way Area within a reasonable period of time and in any event within 2

years, and any Hydro Works remaining on that portion of the Hydro Right of Way Area will

be absolutely forfeited to and become the property of the Nis g a'a Nation. If the

Nis g a'a Nation removes any remaining above ground Hydro Works within 4 years,

Hydro will, on demand by the Nis g a'a Nation, reimburse the Nis g a'a Nation

for all reasonable costs of removal; and

(iv) remain liable for any environmental damage to the Nis g a'a

Lands arising from any below ground Hydro Works that remain on or in that portion of the

Hydro Right of Way Area after termination, except that if the Nis g a'a Nation uses

or authorizes the use of the remaining below ground Hydro Works for any purpose then Hydro

will not be liable for any environmental damage caused by the Nis g a'a Nation use,

or authorized use; 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 Right of Way

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

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

19. 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 portions of the Hydro

Right of Way Area designated by Hydro, acting reasonably, as "non-parking areas"

for the regular or organized parking of vehicles, provided that nothing in this paragraph

is intended to prevent safe temporary parking of vehicles;

(

b) not to park or authorize to be parked on the Hydro Right of Way

Area any vehicle or equipment exceeding 25 feet in length under any conductor of

500 kV or higher voltage, unless such vehicle is properly grounded;

(

c) not to use or authorize the use of the Hydro Right of Way Area

for fuelling any vehicle or equipment;

(

d) not to use or authorize the use of the Hydro Right of Way Area

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 Right of

Way Area;

(

e) not to carry out blasting or aerial logging operations on or

immediately adjacent to the Hydro Right of Way Area without the prior written permission

from Hydro, which permission will not be unreasonably withheld or delayed; and

(

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

injures or endangers the Hydro Works.

20. Licence

Hydro will not licence the use of the Hydro Right of Way Area, 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

Right of Way Area 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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 RIGHT OF WAY AREA

Appendix C - 3

Document 2

Grant of Right of Way and Licence for

Telecommunications to

BC TEL

This Agreement is dated ______________________________ ,

____________________

BETWEEN:

NIS G A'A NATION

[insert address]

(the "Nis g a'a Nation")

AND:

BC TEL , a corporation under the laws of Canada

[insert address]

("BC TEL")

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 to BC TEL rights on

Nis g a'a Lands for BC TEL Works existing on Nis g a'a Lands on the effective

date.

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

agree as follows:

Definitions

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

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

"BC TEL Purposes" means telecommunications.

"BC TEL Works" means poles, towers, antennae

(except for monopole free standing antennae), anchors, guy wires, brackets, cross arms,

insulators, transformers, overhead and underground conductors, wires, lines and cables,

underground conduits and pipes, access nodes, all ancillary appliances and fittings,

reasonably required associated protective installations and related works such as fencing

for safety or security, devices and identifying colours for aircraft warning, and utility

services for the operation of any of the foregoing.

"BC TEL Right of Way Area" means those portions of

Nis g a'a Lands as described in

Schedule A attached to this Agreement.

"Hydro" means British Columbia Hydro And Power

Authority, and its successors and assigns.

"Licensed BC TEL Works" means, collectively, any BC

TEL Works, and any access roads within the BC TEL Right of Way Area, that, on the

effective date, are located on Nis g a'a Lands outside of:

(

a) a Crown road right of way area;

(

b) a BC TEL Right of Way Area,; or

(

c) a right of way area granted to Hydro on which BC TEL is Hydro's

licensee;

(

d) an area in respect of which, on the effective date, the Nis g a'a

Nation grants

BCTEL rights under a separate instrument.

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 BC TEL Right of Way Area

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

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

uninterrupted right, liberty and right of way, for BC TEL Purposes, as follows:

(

a) to construct, excavate for, erect, string, or otherwise install,

operate, maintain, repair, alter, upgrade, remove and replace BC TEL Works over, upon and

under the BC TEL Right of Way Area;

(

b) to trim or remove all or any trees, growth or vegetation now or

hereafter on the BC TEL Right of Way Area that may in the reasonable opinion of BC TEL

create a hazard or interfere with the BC TEL Works or the carrying out of any of the BC

TEL Purposes, except that BC TEL shall take all reasonable steps, including where

appropriate planting of suitable replacement vegetation, to avoid erosion or other damage;

(

c) to conduct vegetation management upon the BC TEL Right of Way

Area, such as the planting of vegetation compatible with use for BC TEL Purposes, and the

application of herbicides and pesticides provided that:

(

i) BC TEL will not conduct any aerial application of herbicides

or pesticides on the BC TEL Right of Way Area or other Nis g a'a Lands; and

(ii) BC TEL will obtain all permits and approvals as required by

authorities having jurisdiction, including any such permits or approvals required by the

Nis g a'a Nation, for the use of any herbicides or pesticides;

(

d) to clear the BC TEL Right of Way Area and keep it cleared of all

or any part of any obstructions that may in the reasonable opinion of BC TEL create a

hazard or interfere with the BC TEL Works or the carrying out of any of the BC TEL

Purposes;

(

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

others which are now or hereafter shall be on the BC TEL Right of Way Area;

(

f) to pass and repass over the BC TEL Right of Way Area with or

without equipment, machinery and materials as reasonably required by BC TEL, and to

construct, maintain, repair, replace and use trails, roads and bridges on the BC TEL Right

of Way Area as reasonably required to obtain access to the BC TEL Works; and to generally

do all acts or things necessary in connection with the foregoing.

4. Non Exclusive Use

This Agreement will not entitle BC TEL to exclusive possession of the

BC TEL Right of Way Area 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 BC TEL Right of Way Area so

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

Agreement.

5. Hydro

BC TEL will cooperate and enter into agreements with Hydro in the same

manner as Hydro and BC TEL cooperate and enter into agreements elsewhere in British

Columbia, to share the use of poles, ducts and other works.

6. Licence For BC TEL Works Located Outside Rights of Way

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

representatives, agents, contractors, licensees and assignees, as of the effective date, a

licence for all Licensed BC TEL Works to use and occupy Nis g a'a Lands on the

following terms:

(

a) the licence is irrevocable so long as BC TEL requires the use of

the Licensed BC TEL Works for BC TEL Purposes, unless the Licensed BC TEL Works are

included within a Crown road right of way area or BC TEL Right of Way Area under this

paragraph;

(

b) for the Licensed BC TEL Works, BC TEL holds the same rights,

privileges and obligations, including all indemnity obligations, as apply to BC TEL for

the use of the BC TEL Right of Way Area under this Agreement, and including the right of

reasonable access onto the Nis g a'a Lands for the purpose of gaining access to the

Licensed BC TEL Works;

(

c) if at any time in the course of maintenance or operations BC TEL

replaces or makes significant repairs to Licensed BC TEL Works which are adjacent to a

Crown road right of way area or a BC TEL Right of Way Area then, upon written notice from

the Nis g a'a Nation and provided the relocation does not result in significant

increased costs, and for a Crown road right of way area if the relocation is acceptable to

British Columbia, BC TEL will relocate the Licensed BC TEL Works on to the adjacent right

of way area, and the licence for those Licensed BC TEL Works will be terminated;

(

d) the Nis g a'a Nation may at any time at no cost to BC TEL

require BC TEL to enter into an agreement to extend the BC TEL Right of Way Area so as to

incorporate within the BC TEL Right of Way Area any Licensed BC TEL Works designated by

the Nis g a'a Nation and upon the appropriate extension of the BC TEL Right of Way

Area the licence for those Licensed BC TEL Works will be terminated;

(

e) the Nis g a'a Nation may at any time require BC TEL to

relocate Licensed BC TEL Works designated by the Nis g a'a Nation to another location

on Nis g a'a Lands including on to an adjacent Crown road right of way area if

acceptable to British Columbia, or to a BC TEL Right of Way Area and in that event:

(

i) if the new location is reasonably suitable for use for BC TEL

Works considering construction, maintenance and operation and costs BC TEL will

proceed with the relocation;

(ii) the Nis g a'a Nation will give reasonable notice to

permit design, planning and construction of the BC TEL Works to be relocated;

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

including costs of design, supervision and construction; and

(iv) upon relocation, this licence is extended to the relocated BC

TEL Works, except if the relocated BC TEL Works are located on a Crown road right of way

area or a BC TEL Right of Way Area, then the license for those BC TEL Works will be

terminated.

7. Duration

The rights, liberties and rights of way granted under this Agreement

are for so long as required and will terminate, without compensation to BC TEL, when BC

TEL no longer requires the BC TEL Right of Way Area, and:

(

a) BC TEL gives 90 days written notice to the Nis g a'a Nation;

(

b) the Nis g a'a Nation gives 90 days written notice to BC TEL.

8. Work Plans For BC TEL Works

Except in an emergency BC TEL will provide to the Nis g a'a Nation

a written work plan describing proposed work on or related to a BC TEL Right of Way Area

prior to undertaking any of the following work:

(

a) installation of any new telecommunication lines;

(

b) relocation of any telecommunication lines;

(

c) trimming or removal of any trees, growth or vegetation on or

adjacent to a BC TEL Right of Way Area;

(

d) constructing any new trails, roads or bridges on the BC TEL Right

of Way Area.

BC TEL will provide the work plan in time to afford the Nis g a'a

Nation the opportunity to comment, and BC TEL 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.

9. Insurance and Security

If British Columbia requires BC TEL to carry insurance, to provide

security, or both, in relation to rights of way granted to BC TEL by British Columbia,

then on request of the Nis g a'a Nation, BC TEL will obtain insurance, security, or

both, for the benefit of the Nis g a'a Nation on terms substantially the same as

required by British Columbia.

10. Access to BC TEL Rights of Way

If for any reason BC TEL is unable to obtain reasonable access to any

BC TEL Works from the BC TEL Right of Way Area, a Crown road, a Nis g a'a road or a

BC TEL private access right of way, then the Nis g a'a Nation will, where land access

is reasonably practicable, on application from BC TEL, grant BC TEL the right to cross Nis g a'a

Lands to provide BC TEL access on terms substantially the same as contained in Document 3

of Appendix C-4 to the Final Agreement.

11. Protection of the Environment

BC TEL 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.

12. Replacement Right of Way

If a material change occurs to lands which for any reason makes the

continued use of any portion of the BC TEL Right of Way Area unsuitable for the BC TEL

Purposes, then the Nis g a'a Nation will, without charge, grant a replacement right

of way to BC TEL for construction of the replacement BC TEL Works, as follows:

(

a) BC TEL will, before undertaking any work, deliver a work plan to

the Nis g a'a Nation indicating the location of the contemplated replacement right of

way area, for approval by the Nis g a'a Nation which approval will not be

unreasonably withheld;

(

b) BC TEL will take into account the effect of the replacement right

of way area on adjacent Nis g a'a Lands, and any unique aspects of these lands, and

the Nis g a'a Nation will take into account the cost efficiencies of the location

selected by BC TEL for a replacement right of way area in relation to alternative

locations;

(

c) the replacement right of way agreement will be on the same terms

and conditions as this Agreement, and the Nis g a'a Nation will use its best efforts

to ensure that the replacement right of way has the same priority over other charges and

encumbrances as this Agreement;

(

d) BC TEL will execute a release of this Agreement in relation to

the portions of the abandoned BC TEL Right of Way Area.

Despite any provision of this paragraph, in an emergency BC TEL may,

without approval from the Nis g a'a Nation, enter on to Nis g a'a Lands to

undertake all work and take all steps as are reasonably required to be taken immediately

in order to restore electrical and telecommunication services, or to ensure safety of

persons and property that may be at risk from BC TEL Works. BC TEL will give notice as

soon as reasonably possible to the Nis g a'a Nation of any emergency entry.

13. Entry on Nis g a'a Lands outside the BC TEL Right of Way

Area

BC TEL, and its employees, representatives, agents, contractors,

licensees and assignees, may enter onto Nis g a'a Lands outside the BC TEL Right of

Way Area for the purpose of undertaking works to protect BC TEL Works, or to protect

persons and property that may be at risk from BC TEL Works, as follows:

(

a) BC TEL 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 BC TEL and the Nis g a'a

Nation cannot agree on a work plan requested by BC TEL 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 21 of this Agreement;

(

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

Lands;

(

d) BC TEL 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 BC TEL may undertake works and take steps on Nis g a'a Lands as are

reasonably required to be taken immediately in order to protect BC TEL Works, or to

protect persons and property that may be at risk from BC TEL Works, and in that event BC

TEL will as soon as reasonably possible notify the Nis g a'a Nation in writing.

14. Entry on Nis g a'a Lands outside the Crown roads right of

way area

The parties' rights and obligations as set out in paragraph 13 apply

with respect to BC TEL Works located on a Crown road right of way area.

15. Relocation of BC TEL Works

If the Nis g a'a Nation requires a portion of a BC TEL Right of

Way Area for other purposes, then upon request by the Nis g a'a Nation, BC TEL will

relocate any BC TEL Right of Way Area including the related BC TEL Works, to a new

location as follows:

(

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

reasonably suitable for use for BC TEL Works 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 BC TEL Works 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 the BC TEL Right of Way Area as

reasonably required, so that the extended BC TEL Right of Way Area has similar priority

over other charges and encumbrances as the original. When a portion of a BC TEL Right of

Way Area is relocated then the BC TEL Right of Way Area for the portion that is abandoned

will be terminated.

16. Indemnity

BC TEL 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 BC TEL of any of BC

TEL'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 BC TEL's use or

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

17. Covenants of BC TEL

BC TEL 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 BC TEL Right of Way Area), livestock, drains,

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

caused by BC TEL;

(

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 BC TEL on Nis g a'a Lands on or adjacent to the BC TEL Right

of Way Area, and the parties agree that, on payment, title to any timber cut on the Nis g a'a

Lands under this Agreement vests in BC TEL;

(

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 BC

TEL which relate to the BC TEL Right of Way Area and which BC TEL is liable to pay;

(

d) to keep the BC TEL Right of Way Area, and any BC TEL Works, in a

safe, clean and sanitary condition to the extent the condition relates to BC TEL's use or

occupation of the BC TEL Right of Way Area, and on written notice from the Nis g a'a

Nation, to make safe, clean and sanitary any portion of the BC TEL Right of Way Area, or

the BC TEL Works that contravene the provisions of this covenant;

(

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

iron pins located on the Nis g a'a Lands including the BC TEL Right of Way Area;

(

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 the Nis g a'a Lands;

(

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

destruction on the BC TEL Right of Way Area, 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 BC TEL Purposes;

(

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 BC TEL Right of Way Area;

(

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

Right of Way Area at any time to examine its condition;

(

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

portion of the BC TEL Right of Way Area, to:

(

i) quit peaceably that portion of the BC TEL Right of Way Area;

(ii) decommission any BC TEL roads and restore the surface of that

portion of the BC TEL Right of Way Area to a condition to which similar lands are

typically restored in the Province of British Columbia, unless otherwise agreed to in

writing by the Nis g a'a Nation and BC TEL at the time of restoration;

(iii) remove all above ground BC TEL Works from that portion of

the BC TEL Right of Way Area within a reasonable period of time and in any event

within 2 years, and any BC TEL Works remaining on that portion of the BC TEL Right of Way

Area will be absolutely forfeited to and become the property of the Nis g a'a Nation.

If the Nis g a'a Nation removes any remaining above ground BC TEL Works within 4

years, BC TEL will, on demand by the Nis g a'a Nation, reimburse the Nis g a'a

Nation for all reasonable costs of removal; and

(iv) remain liable for any environmental damage to the Nis g a'a

Lands arising from any below ground BC TEL Works that remain on or in that portion of the

BC TEL Right of Way Area after termination, except that if the Nis g a'a Nation uses

or authorizes the use of the remaining below ground BC TEL Works for any purpose than

BC TEL will not be liable for any environmental damage caused by the Nis g a'a

Nation use, or authorized use;

and to the extent necessary, this covenant will survive the

termination of this Agreement; and

(

l) if BC TEL, or its employees, representatives, agents,

contractors, licensees or assignees, discover any archaeological material on the BC TEL

Right of Way Area, to take all reasonable steps and precautions to minimize disturbance of

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

18. Covenants of the Nis g a'a Nation

The Nis g a'a Nation covenants with BC TEL:

(

a) not to use or authorize the use of the BC TEL Right of Way Area

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

opinion of BC TEL would be unsafe or would interfere with BC TEL's use of the BC TEL

Right of Way Area;

(

b) not to carry out blasting or aerial logging operations on or

immediately adjacent to the BC TEL Right of Way Area without the prior written permission

from BC TEL, which permission will not be unreasonably withheld or delayed; and

(

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

injures or endangers the BC TEL Works.

19. Licence

BC TEL will not licence the use of the BC TEL Right of Way Area, in

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

that:

(

a) BC TEL may, despite any limitations in the grants and

authorizations to BC TEL in this Agreement, grant a licence to Hydro for the use of

the BC TEL Right of Way Area for the transmission and distribution of electric energy

and telecommunications, without the consent of the Nis g a'a Nation. Any licence to

Hydro will be deemed to include the right, exclusively for Hydro's benefit, to remove any

tree located on Nis g a'a Lands which by falling or otherwise may endanger any of

Hydro's works, and, except in an emergency, Hydro will be required to give the Nis g a'a

Nation prior written notice of the exercise of this right outside the BC TEL Right of Way

Area;

(

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 BC TEL's obligations

as set out in this Agreement.

20. Assignment

Despite paragraph 19, BC TEL may, without the consent of the Nis g a'a

Nation, assign its interest in this Agreement to an affiliate (as defined in the Company

Act ) of BC TEL provided that BC TEL gives 120 days notice in writing of this

change.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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:______________________________

BC TEL

Per:______________________________

Per:______________________________

SCHEDULE A - DESCRIPTION OF BC TEL RIGHT OF WAY AREA

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