British Columbia Order in Council — Order under Ferry Shuswap Lake Ferry Service Ltd (O.C. 490/2000)

O.C. 490/2000

British Columbia — Orders in Council

station and Highways Presiding Memb r of th utive Council Minister of Trans PROVINCE OF BRITISH COLUMBIA ORDER OF THE LIEUTENANT GOVERNOR IN COUNCIL Order in Council.No. 9 0 , Approved and Ordered MAR 3 0 2000 Executive Council Chambers, Victoria 1.1dministrato4 Adrsulicfratoe On the recommendation of the undersigned, the Uelitenant-Gove, by and with the advice and consent of the Executive Council, orders that pursuant to the report of the Minister of Transportation and Highways on the result of a public competition held under

section 5 of the Ferry Act, a licence to operate a ferry service on those portions of Shuswap Lake known as Seymour Ann, Salmon Arm, and Anstey Arm is granted to Shuswap Lake Ferry Service Ltd. for a period ending March 31, 2003, subject to the attached terms and conditions. (This

part is Jerr adnunistrative purposes only and is not part of the Order.) Authority under which Order is made: Act and section: Ferry Act R.S.B.C. 1996, c. 136, s.3 Other spec lt IcW4.011, MoTH 011/00 1112 L1 / 60/13

SHUSWAP LAKE FERRY SERVICE LICENCE AGREEMENT IN PURSUANCE OF THE FERRY ACT, R.S.B.C. 1996, C. 136 THIS AGREEMENT dated for reference the day of 2000. BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, represented by the Minister of Transportation and Highways (the "Province") AND: SHUSWAP LAKE FERRY SERVICE LTD., a body corporate, incorporated under the laws of the Province of British Columbia under Certificate of Incorporation No. 0428113 and having its registered office at 4th Floor, 3201 - 30th Avenue, Vernon, British Columbia, V1T 2C6 (the "Company")

WHEREAS: A. The exclusive licence to operate the Ferry Service (herein defined) on the terms and conditions of this Agreement was submitted to public competition in accordance with the Ferry Act, R.S.B.C. 1996, c. 136; B. The Company was the successful bidder selected in accordance with the terms of the above- noted public competition; C. The Province wishes the Company to provide the Ferry Service, and the Company wishes to provide the Ferry Service on the terms and conditions of this Agreement; D.

The Province and the Company acknowledge that the licence to operate the Ferry Service on the terms and conditions set out in this Agreement is granted under the Great Seal, a copy of which is attached hereto as Appendix "A" of

Schedule "1" of this Agreement, and by order of the Lieutenant Governor in Council, a copy of which is attached hereto as Appendix "B" of

Schedule "1" of this Agreement;

NOW THEREFORE in consideration of the premises and the covenants and agreements contained herein and the sum of $1.00 now paid by the Company to the Province (the receipt and sufficiency of which is hereby acknowledged by the Province) the parties agree as follows:

2 1.

DEFINITIONS 1.1 In this Agreement, (a) "Contact Persons" means the two persons designated by the Company as such pursuant to this Agreement, and includes alternates authorized in accordance with the terms of this Agreement, and "Contact Person" means any one of such persons; (b) "Contract Year" means a period during the Term which commences on and includes (

i) April 1, 2000 and ends on and includes March 31, 2001; (ii) April 1, 2001 and ends on and includes March 31, 2002; or (iii) April 1, 2002 and ends on and includes March 31, 2003; (c) "Director, Marine Branch" means the person appointed under the Public Service Act, R.S.B.C. 1996, c. 385 to discharge the obligations of the position of "Director, Marine Branch" in the Ministry of Transportation and Highways, as that position may be amended, amalgamated or replaced by the Province, in the sole discretion of the Province; (d) "Ferry Act" means the Ferry Act, R.S.B.C. 1996, c. 136, and the regulations enacted thereunder, or any of them, as they may be amended from time to time; (e) "Ferry Area" means those parts of Shuswap Lake known as the "Seymour Arm", the "Anstey Arm" and the "Salmon Arm" in the Okanagan/Shuswap Region of British Columbia; (f) "Ferry Service" means the provision of all labour, materials, equipment and fuels, including without limitation, the Vessel, for the purpose of transporting vehicles and passengers within the Ferry Area in accordance with the terms and conditions of this Agreement and includes the Routine Ferry Service, and Voluntary Services; (g) "Force Majeure" means acts of God, wars (declared or undeclared), revolutions, riots, insurrections or strikes, provided that any such event is a major disabling event or cilairnstance in relation to the normal operations of the party directly affected as a whole which is beyond the reasonable control of that party, material delay, or failure by that party in carrying out its duties, covenants or obligations under this Agreement, provided always that lack of money, financing or credit to resolve such contingencies will not be deemed an event of force majeure; (h) "Routine Ferry Services" means the provision of all labour, materials, equipment and fuels, including without limitation, the Vessel, for the purpose of transporting vehicles and passengers within the Ferry Area in accordance with the Routine

Schedule set out in

Schedule "2" of this Agreement; (i) "Round Trip" means one crossing from the Sicamous terminal to and through the Anstey Arm, Seymour Arm, and way points, and return crossing to Sicamous terminal, for

3 the purpose of transporting passengers and vehicles in accordance with the terms of this Agreement; (j) "Term" means the period of time which will, notwithstanding the date of execution and delivery of this Agreement, be conclusively deemed to commence on and include April 1, 2000 and end on and include March 31, 2003, or such date of eariier termination as may be established in accordance with the terms of this Agreement; (k) "Vessel" means the tug and barge, including all equipment, machinery, accessories, spare and replacement parts on board and additions incorporated, ancillary or appurtenant, supplied, operated, repaired, and maintained by the Company in accordance with the terms of this Agreement; and (I) "Voluntary Services" means the provision of all labour, materials, equipment and fuels, including without limitation, the Vessel, for the purpose of transporting vehicles and passengers, at no cost to the Province, during time periods other than the Routine Ferry Services, and in accordance with the terms and conditions of this Agreement. 1.2 Any reference to "this Agreement" means this instrument, the licence and the charter granted under the Great Seal and by order of the Lieutenant Governor in Council, attached to it as Appendix "A" arid Appendix "B", respectively, of

Schedule "1", and all of the Schedules attached to it and any reference to any article, section, subsection or paragraph by number is a reference to the appropriate article, section, subsection or paragraph in this Agreement.

4 2. REPRESENTATIONS AND WARRANTIES 2.1 The Company represents and warrants to the Province on the execution of this Agreement and at all times thereafter during the Term of this Agreement, with the knowledge that the Province will rely upon these warranties and representations in entering into this Agreement and completing its obligations under this Agreement, that, (

a) the Company is a corporation duly organized and validly existing under the laws of British Columbia; (

b) the Company has full power, capacity and legal right to enter into and perform its obligations under this Agreement and any agreements and other instruments referred to herein or delivered in connection with this Agreement; (

c) this Agreement has been duly authorized, executed and delivered and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms; (

d) the Company has no knowledge of any fact that materially adversely affects or, so far as it can foresee, might materially adversely affect its properties, assets, condition (financial or otherwise), business or operations or its ability to fulfill its obligations under this Agreement. 2.2 All representations, warranties, covenants and agreements made in this Agreement and all certificates and other documents delivered by or on behalf of the Company are material and will conclusively be deemed to have been relied upon by the Province, notwithstanding any prior or subsequent investigation by the Province. 2.3 The provisions of this

Article "2" will continue in full force and effect notwithstanding the fulfillment by the Company of any or all of its obligations under this Agreement or the payment by the Province to the Company of any or all of the monies that the Province becomes liable to pay to the Company pursuant to this Agreement.

5 3. FERRY SERVICE 3.1 The Company will provide the Ferry Service in accordance with the terms of this Agreement. 3.2 This Agreement and ali obligations of the Province and the Company arising hereunder are subject to the grant of the licence under the Great Seal and by Order of the Lieutenant Governor in Council, each appended in Appendix "A" and Appendix "B", respectively, of

Schedule "1", pursuant to the Ferry Act. 3.3 The Province will be under no obligation to renew, extend or renegotiate the terms of this Agreement following its termination or expiration. 3.4 The Company will use its best efforts to co-operate with the Province and any other interested parties to effect a reasonable transition in performance of the Ferry Service as a result of the expiration or termination of this Agreement and this obligation will survive such expiration or termination. 3.5 The Company is an independent Company and not the servant, employee, partner or agent of the Province. 3.6 The Company will not, in any manner whatsoever, commit or purport to commit the Province to the payment of any money to any person. 3.7 The Province may, from time to time, give such instructions to the Company as the Province considers necessary in connection with the provision of the Ferry Service, which instructions the Company will comply with, but the Company will not be subject to the control of the Province with respect to the manner in which such instructions are carried out. 3.8 No partnership, joint venture or agency will be created or will be deemed to be created by this Agreement or any action of the parties under this Agreement. 3.9 The Company acknowledges and agrees that the operation by Her Majesty the Queen in Right of Canada or by Her Majesty the Queen in Right of the Province of British Columbia, or agents of either of them, of vessels within the Ferry Area, whether or not a Tariff of Rates is charged, will not be considered to hinder, obstruct, or otherwise interfere with the rights and obligations of the Company under this Agreement. 3.10 The Province may, in its sole discretion terminate this Agreement, upon giving at least 30 days written notice of termination to the Company. 3.11 I he Company may terminate this Agreement, upon giving at least 60 days written notice of termination to the Province.

6 4.

SERVICES ROUTINE FERRY SERVICES 4.1 The Company will provide the Routine Ferry Services in accordance with the terms of this Agreement. 4.2 The Company will designate and at all times maintain two Contact Persons who may be contacted at any time during the Term (7-day per week, 24-hour per day basis) by the Province in connection with this Agreement, including the Ferry Services. 4.3 The Company will, by not later than three days after the commencement of the Term, deliver to the Director, Marine Branch, written notice confirming the name and telephone number of each Contact Person and will, forthwith, upon any such change in designation occurring, deliver written notice to the Director, Marine Branch, of every change in designation of persons designated as a Contact Person under this Agreement.

VOLUNTARY SERVICES 4.4 The Company may, in accordance with the terms of this Agreement, and in its discretion, provide Voluntary Services at no cost, toll, or charge to the Province, during time periods other than the dai;y

schedule operating hours and in accordance with the terms and conditions of this Agreement provided that the provision of Voluntary Services will not in any way whatsoever, interfere with, impede, hinder, obstruct or otherwise conflict with the provision by the Company of the Routine Ferry Services.

7 5. SUBSIDY 5.1 The Province will, subject to the terms of this Agreement, pay to the Company the specified annual subsidy corresponding to each Contract Year of the Term as follows: (

a) for the Contract Year commencing on April 1, 2000 and ending on March 31, 2001, the annual subsidy in the amount of $ 47,000.00; (

b) for the Contract Year commencing on April 1, 2001 and ending on March 31, 2002, the annual subsidy in the amount of $ 48,000.00; and (

c) for the Contract Year commencing on April 1, 2002 and ending on March 31, 2003, the annual subsidy in the amount of $ 49,000.00, and the specified annual subsidy applicable to each Contract Year will be paid, subject to the terms of this Agreement, in arrears, by not later than the 30th day of each calendar month immediately following the last day of the calendar month during which the Company provided Routine Ferry Services, and the monthly payment will be calculated in accordance with the following formula: (annual subsidy for the applicable Contract Year divided by the number of Round Trips scheduled for the applicable Contract Year) x (number of Round Trips during the applicable month) = monthly payment 5.2 The payments described in

section 5.1 constitute the maximum amounts payable to the Company by the Province in connection with the provision of the Ferry Service, including, without limitation, for its provision of all labour, materials, equipment and fuels, under this Agreement. 5.3 Notwithstanding any other provision of this Agreement, the Province may, in its sole discretion, discontinue the payment of the specified annual subsidies listed in

section 5.1, or any of them, and the Company will, subject to the terms of this Agreement, continue to provide the Ferry Service in accordance with this Agreement. 5.4 All sums due and owing by the parties to each other under this Agreement will be set off by the Province during the Term. 5.5 The Province certifies that the goods and services provided under this Agreement are for the use of, and are being purchased by, the Province with Crown funds and are not subject to the Goods and Services Tax imposed under the Excise Tax Act (Canada) (hereinafter "GST"). 5.6 The Company will not charge GST to the Province for any goods or services supplied in connection with the Ferry Service. 5.7 Notwithstanding any other provision of this Agreement, the Province will not pay the Company for economic loss or loss of profits.

8 5.8 Notwithstanding any other provision of this Agreement, the payment of money by the Province to the Company under this Agreement is subject to: (

a) there being sufficient monies available in an Appropriation, as defined in the Financial Administration Act, R.S.B.C.1996, c. 138 and the regulations enacted thereunder, as amended from time to time, to enable the Province, in any fiscal year or part thereof when any payment of money by the Province to the Company falls due under this Agreement, to make that payment; and (

b) Treasury Board, as defined in the Financial Administration Act, not having controlled or limited, under the Financial Administration Act, expenditure under any Appropriation referred to in subsection (

a) of this section.

9 6. INSURANCE 6.1 The Company shall, during the Term, obtain and maintain Comprehensive General Liability Insurance or Protection and Indemnity Insurance or both, each with inclusive limits of not less than $10,000,000.00 per occurrence, providing coverage for bodily injury, death and property damage and including loss of use thereof.

The insurance coverage shall apply to liability arising from and in connection with this Agreement, including but not limited to any liability to persons while being transported or carried on, embarking on or debarking from the Vessel, and to property of every kind and description while being transported or carried on, loaded on or unloaded from the Vessel. A deductible not exceeding $2,500.00 for all claims arising from a single occurrence will be allowed. Deductibles are payable by the Company. 6.2 The Named Insured on the insurance policies referenced in this

Article shall include "Her Majesty the Queen in right of the Province of British Columbia as represented by the Minister of Transportation and Highways and any employees, servants or agents of the Minister". 6.3 All insurance policies purchased by the Company, including, the comprehensive general liability and the Protection and Indemnity insurance referenced in this Article, and Hull or other property insurance coverage, shall also contain the following: (

a) a waiver of subrogation against "Her Majesty the Queen in right of the Province of British Columbia as represented by the Minister of Transportation and Highways and any employees, servants or agents of the Minister"; (

b) a cross liability clause that includes protection for each of the insureds despite any breach of conditions by any insured. 6.4 The insurance referenced in this

Article shall be carried in respect of the Vessel, and any and all other boats, tugs, barges, or vessels, that may be used in connection with the Ferry Service, all in form and content satisfactory to the Province. Certified copies of the insurance policies, together with any renewals of the policies, are to be forwarded to the Manager, Insurance and Bonds, Ministry of Transportation and Highways, PO Box 9850, Stn Prov Govt, 940 Blanshard Street, Victoria, B.C., V8W 9T5 prior to commencement of the Ferry Service. 6.5 All insurance coverage shall be issued by an insurance carrier or agent licensed to do business in the Province of British Columbia.

10 7. INDEMNITY 7.1 The Company will indemnify and save harmless the Province from and against all claims, liabilities, demands, losses, damages, costs and expenses, fines, penalties, assessments and levies made against or incurred, suffered or sustained by the Province at any time or times (whether before or after the expiration or sooner termination of this Agreement) where the same or any of them are based upon or arise out of or from anything done or omitted to be done by the Company pursuant to this Agreement which indemnity will survive the expiration or sooner termination of this Agreement.

11 8. NOTICE 8.1 Unless otherwise provided for in this Agreement, any notice, request, report, demand or other document des!ed or required to be given under this Agreement, will be in writing and may be given by personal delivery to the party to whom it is to be given, by facsimile transmission from either party or by mailing in Canada with postage prepaid addressed, (

a) if to the Province or the Minister (or both of them): Ministry of Transportation and Highways Director, Marine Branch PO Box 9850, Stn Prov. Gov't 940 Blanshard Street Victoria, B.0 V8W 9T5 Fax: (250) 356 - 0701 (

b) if to the Company: Shuswap Lake Ferry Service Ltd., P.O.

Box 370 Sicamous, British Columbia VOE 2V0 Fax: (250) 836 - 2200 and any such notice, request, report, demand or other document so mailed will be deemed given to and received by the addressee on the third business day after the mailing of the same except in the event of disruption of postal services in Canada in which case any such notice, request, report, demand, or other document will be deemed given to and received by the addressee when actually delivered to the particular address set out above, and such notice, request, report, demand or other document transmitted by facsimile will be conclusively deemed validly given to and received by the intended recipient when transmitted if transmitted to the above-referenced facsimile numbers: 8.2 Either party may, from time to time, advise the other by notice in writing of any change of address or facsimile number of the party giving such notice and, from and after the giving of such notice, the address or facsimile number therein specified will, for purposes of this Agreement, be deemed to be the address or facsimile number of the party giving such notice.

12 9. FORCE MAJEURE 9.1 If an event of Force Majeure occurs or is likely to occur, the Company (

a) will notify the Marine Manager, Revelstoke, Ministry of Transportation and Highways on behalf of the Province forthwith at the Burnaby Regional Office (phone number (250) 837 - 7718) and the Director, Marine Branch of the Province at phone number 250 - 387 - 3417; (

b) will provide an estimated time of resumption of the Ferry Service; and (

c) will use its best efforts to remove, curtail or contain the cause of the delay, interruption or failure and to resume with the least possible delay compliance with its duties, covenants and obligations under this Agreement, including, where the event of force majeure involves an interruption to the operation of the Vessel for a period of four hours or longer, by providing a replacement Vessel, including, tug or barge, or both, as the case may be, to provide the Ferry Service in accordance with the terms of this Agreement.

13 10. COMPANY COVENANTS 10.1 The Company will (

a) provide and maintain at all times sufficient staff, facilities, materials, appropriate equipment and supplies in place and available to the Company to fully provide, operate, and maintain the Ferry Service, including, (

i) by providing and maintaining at all times the Vessel, including without limitation, any and all additions incorporated, ancillary or appurtenant thereto, in all respects seaworthy, and in a condition and state of operation, repair, service, condition, and maintenance that complies at all times with all laws, including the Canada Shipping Act, and bylaws, orders, regulations, standards, and rules of any competent governmental authority applicable to the Vessel, the Ferry Service and to this Agreement; and (ii) by maintaining and promptly carrying out all necessary renewals and repairs to the Vessel in compliance with all laws, including the Canada Shipping Act, and bylaws, orders, regulations, standards, and rules of any competent governmental authority, and to the entire satisfaction of the Province and the authorized Steamship Inspector, Transport Canada, Marine Safety; (

b) be responsible for all assessments and levies which may be made under the Workers Compensation Act, R.S.B.C. 1996, c.492 and the regulations thereunder as amended from time to time; (

c) punctually pay as they become due all accounts, expenses, wages, salaries, taxes, levies, rates, fees, contributions and assessments required to be paid by it on any of its undertaking; (

d) observe, perform and comply with each term, covenant and agreement on its

part contained in this Agreement; (

e) comply with all laws, bylaws, orders, regulations, standards, and rules of any competent government authority applicable to the Ferry Service or this Agreement; (

f) ensure that the provision, operation and maintenance of the Ferry Service, including the use, maintenance and operation of the Vessel, complies with all laws, orders, regulations, and rules of any competent government authority relating to occupational health and safety and the safe operation of the Vessel, including by ensuring that: (

i) the Company's workers, crew and staff receive and maintain any and all appropriate certifications, and (ii) the employees, workers, servants, agents and invitees of the Company are instructed in the terms of such laws, orders, regulations, and rules; (

g) ensure that all safety devices and equipment, including life saving devices and equipment, and fire fighting equipment are provided and maintained at all times on and in connection

(i) 14 with the Vessel as required by all laws, including the Canada Shipping Act, bylaws, orders, regulations, standards, and rules of any competent governmental authority; not assign, either directly or indirectly, this Agreement or any right of the Company under this Agreement, without the prior written consent of the Province, which consent may be arbitrarily withheld by the Province; at all times promptly respond to complaints from members of the public, regulatory agencies, police authorities and the Province and treat members of the public with appropriate courtesy and consideration, and, upon becoming aware of any such complaint, promptly deliver notice to the Province of such complaint; keep and maintain all records, including accounting records, log-books, data, software, and any other documentation required by the Canada Shipping Act and by any other laws, bylaws, orders, regulations, standards, and rules of any competent government authority, in respect of the Vessel, the Ferry Service and this Agreement and upon written request from the Province, deliver to the Province copies of any and all such records, log- books, data, software, and documentation; and (

k) submit to the Province, on a monthly basis, a report in a form reasonably satisfactory to the Province showing the number of Trips made by the Company, and the number of passengers, vehicles and other things transported on the Vessel.

15 11. ASSIGNMENT 11.1 Subject to any provision to the contrary contained herein, this Agreement is irrevocable for the Term. 11.2 This Agreement and all rights of the Province hereunder will be assignable by the Province without requiring the Company's consent, provided that the Company will not be obligated to any assignee of the Province except after written notice of such assignment from the Province.

16 12. DEFAULT AND REMEDIES 12.1 Any of the following events will, for the purposes of this Agreement, constitute an event of default by the Company whether or not any such event is voluntary or involuntary; (

a) the Company fails to observe, perform or comply with any provision of this Agreement, on the part of the Company to be observed, performed or complied with; (

b) any representation or warranty made by the Company contained in this Agreement or in any certificate furnished in connection with this Agreement is materially false or incorrect; (

c) the Vessel is seized or confiscated under legal process or otherwise or is attached; (

d) there is any bona fide action or proceeding, pending or threatened against the Company, which would, in the reasonable opinion of the Province, if successful, have a material adverse effect upon the ability of the Company to fulfill its obligations under this Agreement; (

e) a change occurs with respect to any one or more, including all, of the properties, assets, condition (financial or otherwise), business or operations of the Company which, in the reasonable opinion of the Province, materially adversely affects the ability of the Company to fulfill aiii of its obligations under this Agreement; the Company becomes insolvent, commits

an act of bankruptcy, makes an assignment for the benefit of its creditors or otherwise acknowledges its insolvency; a bankruptcy petition is filed or presented against, a proposal under the Bankruptcy and Insolvency Act (Canada) is made by, the Company, an order is made, a resolution is passed or a petition is filed, for the liquidation or winding up of the Company, or a compromise or arrangement is proposed in respect of the Company under the Companies' Creditors Arrangement Act (Canada); (

h) a receiver or receiver-manager of any property of the Company is appointed or the Company ceases, in the reasonable opinion of the Minister, to carry on business as a going concern, or ; (

I) the Company permits any sum which is not disputed to be due by it to remain unpaid after legal proceedings have been commenced to enforce payment thereof. 12.2 Upon the happening of an Event of Default, or at any time thereafter, the Province may deliver written notice to the Company specifying the Event of Default and the Province may, at its option, elect to do any one or more of the following: (

a) pursue any remedy available to it at law or in equity;

17 (

b) if the event of default is a failure by the Company to provide the Ferry Service in accordance with the terms of this Agreement, retain from any monthly payment due to the Company under this Agreement an amount that is equal to the monthly installment payable by the Province pro-rated for the number of days during which failure continued; (

c) take all actions in its own name or in the name of the Company that may reasonably be required to cure the event of default in which case all payments, costs and expenses incurred therefor will be payable by the Company to the Province on demand and set off against any sums owing by the Province to the Company present or future; (

d) require that the event of default be cured within a time period specified by the Province; (

e) waive the Event of Default; and (

f) terminate this Agreement, subject to the expiration of any time period specified by a notice delivered pursuant to subsection 12.2(

d) above. 12.3 The rights, powers and remedies conferred on the Province under this Agreement are not intended to be exclusive and each will be cumulative and in addition to and not in substitution for every other right, power and remedy existing or available to the Province under this Agreement, any other agreement, at law or in equity and the exercise by the Province of any right, power or remedy will not preclude the simultaneous or later exercise by the Province of any other right, power or remedy. 12.4 No failure or delay on the part of either party to complain of

an act or failure of the other party or to declare such other party in default, irrespective of how long such act or failure to act will continue, will constitute a waiver by such party of its rights hereunder.

18 13.

MISCELLANEOUS 13.1 The Company will not, during the Term, perform a service for or provide advice to any person, firm or corporation or other legal entity where the performance of the service or the provision of the advice may or does, in the reasonable opinion of the Province, give rise to a conflict of interest between the obligations of the Company to the Province under this Agreement and the obligations of the Company to such other person, firm or corporation or other legal entity. 13.2 Any public announcement relating to this Agreement will be arranged by the Province in consultation with the Company. 13.3 The Company will treat as confidential and will not, without the prior written consent of the Province, publish, or disclose or permit to be published, or disclosed either before or after the expiration or sooner termination of this Agreement, any information supplied to, obtained by, or which comes to the knowledge of the Company as a result of this Agreement except insofar as such publication, or disclosure is required by law or is necessary to enable the Company to fulfill the obligations of the Company under this Agreement. 13.4 This Agreement constitutes the entire agreement between the parties in respect of the subject matter of this Agreement and no understandings, representations or agreements, oral or otherwise, exist between the parties with respect to the subject matter of this Agreement except as expressly set out in this Agreement. 13.5 Each of the parties will, upon the reasonable request of the other, make, do, execute or cause to be made, done or executed all further and other lawful acts, deeds, things, devices, documents, instruments and assurances whatever for the better or more perfect and absolute performance of the terms and conditions of this Agreement. 13.6 Public disclosure of this Agreement will be governed by the Freedom of Information and Protection of Privacy Act, R.S.B.C. 1996, c. 165. 13.7 This Agreement will enure to the benefit of and be binding upon the Province and its assigns and Company and its successors and permitted assigns. 13.8 No waiver by either party of a breach or default by the other party in the observance, performance or compliance of any of its obligations under this Agreement will be effective unless it is in writing and no such waiver will be deemed or construed to be a waiver of any other breach or default and failure or delay on the part of either party to complain of

an act or failure of the other party or to declare such other party in default, irrespective of how long such failure or delay continues, will not constitute a waiver by such party of any of its rights against the other party. 13.9 If any provision of this Agreement or the application thereof to any person or circumstance is invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to any other person or circumstance will not be affected or impaired thereby and will be valid and enforceable to the extent permitted by law.

19 13.10 This Agreement may only be amended by a further written agreement executed by both parties. 13.11 Time is and will be in all respects of the essence of this Agreement. 14.

INTERPRETATION 14.1 Unless the context otherwise requires, any reference to "this Agreement" means this instrument and all of the Schedules attached to it and any reference to any article, section, subsection or paragraph by number is a reference to the appropriate article, section, subsection or paragraph in this Agreement. 14.2 The headings or captions in this Agreement are inserted for convenience only and do not form a part of this Agreement and in no way define, limit, alter or enlarge the scope or meaning of any provision of this Agreement. 14.3 In this Agreement, "person" includes a corporation, firm, association and any other legal entity and wherever the singular or masculine is used it will be construed as if the plural, the feminine or the neuter, and wherever the plural or the feminine or the neuter is used it will be construed as the singular or masculine, as the case may be, had been used where the context or the parties so require. 14.4 Each

Schedule attached to this Agreement is an integral part of this Agreement as if set out at length in the body of this Agreement. 14.5 In this Agreement, the words "including" and "includes", when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement. 14.6 All dollar amounts expressed in this Agreement refer to lawful currency of Canada.

20 14.7 This Agreement will be governed by and construed and interpreted in accordance with the laws of the Province of British Columbia.

IN WITNESS WHEREOF, the parties have executed this Agreement as follows: SIGNED, SEALED AND DELIVERED on behalf of ) HER MAJESTY THE QUEEN IN RIGHT OF THE ) PROVINCE OF BRITISH COLUMBIA by a duly ) authorized representative of the Province of ) Transportation and Highways on the ) day of , 2000 ) in the presence of: ) ) (Witness) For the Minister of Transportation and Highways SIGNED, SEALED AND DELIVERED on behalf of the SHUSWAP LAKE FERRY SERVICE LTD., by its duly authorized signatory on the day of , 2000: by NAME TITLE

SCHEDULE "1" OF SHUSWAP LAKE FERRY SERVICE LICENCE APPENDIX "A" OF

SCHEDULE '1' "The Great Seal"

SCHEDULE "1" OF SHUSWAP LAKE FERRY SERVICE LICENCE APPENDIX "B" OF

SCHEDULE '1' '`Order in Council"

- 23 -

SCHEDULE "2" OF SHUSWAP LAKE FERRY SERVICE LICENCE "Routine Ferry Services Schedule" 1. The Company will provide the Routine Ferry Services during each Contract Year, commencing on the 1st day of April of each Contract Year and ending on the 31st day of October of each Contract Year in accordance with the following schedule. (

a) During the months of April, May, September, and October of each Contract Year, the Company will provide two Round Trips per week, comprised of one Round Trip on each of Tuesday and Friday, each Round Trip departing Sicamous at 7:00 a.m. (

b) During the months of June, July and August, of each Contract Year, the Company will provide three Round Trips per week, comprised of one Round Trip on each of Monday, Wednesday, Friday, each Round Trip departing Sicamous at 8:00 a.m.

Document details

Collection	British Columbia — Orders in Council
Citation	O.C. 490/2000
Type	order_in_council
Volume / chapter	arc oic 0490 2000
Language	en
Format	pdf
Source	PROVINCIAL
Identifier	bbd7f82f35820216ecaff6ae1e0f36ea687373d4

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