wp...,...d... d April 20, 1983

Transcription

1 BRITISH COLUMBIA 1277 APPROVED AND ORDERED Mr Lime Aeree-.!7:47 1-Governor EXECUTIVE COUNCIL CHAMBERS, VICTORIA AK On the recommendation of the undersigned, the Lieutenant-Governor, by and with the advice and consent of the Executive Council, orders that (a approval is given to the execution on behalf of the Province by the Honourable Grace McCarthy, Minister of Human Resources, of an agreement substantially in the form of the "Asset Transfer and Settlement Agreement" in the attached Schedule, and (b Treasury Board recommendation having been made, approval is given to the Province and Pier B-C Development Board Ltd. indemnifying Her Majesty the ("teen in Right of Canada, City of Vancouver, Canada Harbour Place Corporation and Canada Ports Corporation for amounts in excess of $ , in the form of indemnity contained in paragraph 8.2 of the "Asset Transfer and Settlement Agreement" in the attached Schedule. Mih ister o Finance Presiding Member of the Executive Council (This part Lt for administrative purposes and is not part of the Order. Authority under which OrdeLis made:. Financial Administration Act, ss.56 (2 and Act and section_ 59 (a and preogative Other (specify B.C. Req. 474/81i "ffeptiop9 Statutory amhorhy checked by. Jam WA Jbga, 4., en, d k z wp...,...d... d April 20, 1983 N.. 828/83/jip

2 .. :.1%. '' -;.SCH4DCrLE- '... * ;. :,,...:.1.:,.' f. ' '?. a t., ".:. '! a., :!.A..'.`.fs ":'.;'' "4., Z., :.;,' 742, '1';. Ii.' ' `'.,.- *...:. :.?. 1'. o',.,2...*....4 '..-.,... * ASSFT TRANSFER AND SETTLENKNT _Af3REEMENT :i...,,.'. - :....,..., r... ot:t '0,;...,-.. '-_..;. -,4;! :-.i...-.,-.1.1., t :... - :.... 4, N ' '' 't'"'' r '-'.;'. '.-... l'.. ''-.. ', ' ' q"... :... :." ',.. ::.., 1:..,,.. '...i..,,i....'.,..4:t ii...,...:: '..,,.; -.o.'"i'.., '., '....,.f. f$... Y. % 1. 0 ; 6' BET riei:n: - ' ' *-.. '' D '4... HER MAJESTT THE QUEEN IN RIGHT OF CANADA,.. 4.: I..."."..:'..,." ; :...t.'t,. ".. 4, A.,..., j:.. OF THE FIRST PART,.:,.-_ : HER rajesty THE QUEEN IN RIGHT OF THE : r:"...,.',1',::' ::''''"" i'" 7. -" PROVINCE OF BRITISH COLL.T.37A, ; -. ' - '... "' '''. "- ''''''''':' ''' - -.1,;-t '..,, ',;: OF THE SECOND.P.' rit, : :?!'' -, 1,,'.--: -. :.: 1;-.:'.. '..', ;;;,.,-...:,, i -?.:-..., :-. - /..':. '... ij - *..., - -;;;".'.; ;-.,..:.... : ', -..,,., - -.'.',-,... :: "., ci ,.,'-'.- t _,...,-; z:. - - CITY OF VANCOUVER,.!.':7'1 I.:!;_'.-I-. '..', A. ' *,, :: I..: -'...".,:..,'-,.'.: -..'.. :-. -,;.. ::... ". ;;...or THE THIRD PART,. ' - -.!.*. -.'... ". ;;-. ''.'..1, ,.,. a.,. '', CANADA HARBOUR PLACE. CORPORATION,.. 0? THE FOURTH PART,.. d %dd.. CANADA PORTS CORPORATION, '; '.,. OF THE FIFTH PART,.,. 1: "0 - PI ER B-C DEVELOPMENT BOARD LTD., - - OF THE SIXTH PART..: " j, :...;:;.. ". V l,l

3 PIER B C ASSET TRANSFER AND SETTLEMENT AGREEMENT 1983 THIS AGREEMENT made as of the first day of March, BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF CANADA (herein called "Canada" OF THE FIRST PART HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA (herein called the "Province" OF THE SECOND PART CITY OF VANCOUVER (herein called "Vancouver" OF THE THIRD PART CANADA HARBOUR PLACE CORPORATION, a corporation incorporated wider the Canada Business Corporations Act (herein called "CHPC" OF THE FOURTH PART CANADA PORTS CORPORATION, a corporation established by the Canada Ports Corporation Act (herein called "CPC" OF THE FIFTH PART

4 - 2 PIER B-C DEVELOPMENT BOARD LTD., a company incorporated under the Company Act (British Columbia (herein called the "Company" OF THE SIXTH PART WHEREAS: A. Canada, the Province, Vancouver and the Company entered into the Funding Agreement (hereinafter defined wherein, inter alia, the parties thereto agreed to contribute towards the costs of a Trade and Convention Centre to be constructed by the Company on lands to be leased to the Company by the National Harbours Board (hereinafter called "NHB". B. NHB, the Company and Vancouver entered into the Letter Agreement (hereinafter defined wherein, inter alia, NHB agreed to contribute towards the costs of a Cruise Ship Facility to be constructed by the Company in association with the Trade and Convention Centre, a surrender of an existing lease of the lands was to be obtained and a new lease of the lands was to be granted by NHB to the Company. C. By the Lease (hereinafter defined NHB leased the lands therein described to the Company for a term of 60 years, commencing on June 30, The purposes of the Lease included, inter alia, the construction and.operation of the Trade and Convention Centre and the construction of the Cruise Ship Facility. D. The Province, Vancouver and the Company entered into the Transfer Agreement (hereinafter defined. E. The parties now wish to terminate these arrangements. F. Canada and the Province entered into the Federal Provincial Agreement (hereinafter defined. G. The Company has advanced a claim against Canada and NHB for the sum of $925, as a claim over and above the $3,500, payment by Canada to the Province contemplated by the Federal Provincial Agreement and both Canada and NHB have denied any liability with regard thereto. Canada, the Province, the Company and CPC have however agreed to compromise their differences as regards the said claim.

5 H. Canada has caused CHPC to be incorporated in order to plan and develop the lands leased to the Company, including the construction thereon of the Canadian Host Pavilion for Expo '86. CPC is the. successor by statute of NHB. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual terms, conditions and agreements hereinafter set out and other good and valuable consideration (the receipt and sufficiency of which is acknowledged by all parties the parties covenant and agree as follows: 1. DEFINITIONS The following words and phrases used in this agreement shall have the meanings set out in this Section "Assets" means the following assets owned by the Company: (a all drawings, plans, sketches, specifications, reports and other similar documents prepared by or on behalf of the Company for or in connection with the Trade and Convention Centre and Cruise Ship Facility to be designed and constructed by the Company under the Lease, which have been delivered to CHPC before the date of execution and delivery of this agreement; (b the transformer for temporary construction power now located on the following described premises of Dominion Construction Co. Ltd., namely (c the concrete piles listed in Schedule A now located either on board a barge at or near the following described premises of Genstar Structures Ltd., namely or on the Pier; and (d any rights and property of the Company with respect to the use of the names "Pier B-C' and 'Vancouver Trade and Convention Centre' and with respect to the use of any similar names. 1.2 'Funding Agreement' means that certain agreement made as of the 14th day of March 1980 between Canada, the Province, Vancouver and the Company.

6 "Lease" means that certain lease of lands and premises located on the waterfront of Vancouver Harbour and known as "Pier B-C" made as of the 30th day of June, 1980 between NHB, lessor, the Company. lessee, and Vancouver, guarantor. 1.4 "Letter Agreement" means that certain agreement to lease between NHB and the Company contained in a letter from NHB to the Company and Vancouver dated March 14, "Pier" means the lands and premises demised under the Lease and more particularly described in Schedule I thereof. ' 1.6 "Transfer Agreement" means that certain agreement made as of the 1st day of May, 1981 between the Province, Vancouver and the Company. 1.7 "Other Agreements" means all agreements, undertakings, commitments and similar arrangements, whether verbal or written, entered into between or among the parties to this agreement or any of then prior to March 31, 1982 relating to the Trade and Convention Centre or the Cruise Ship Facility to be designed and constructed by the Company under the Lease, save and except only this agreement, the Federal Provincial Agreement, the Funding Agreement, the Lease, the Letter Agreement and the Transfer Agreement. 1.8 "Federal Provincial Agreement" means a certain agreement in principle dated April 1, 1982 between Canada and the Province. 2. SURRENDER OF LEASE 2.1 The Company, Vancouver and CPC hereby acknowledge that they have executed and delivered a Surrender of Lease in the form of Schedule "B" concurrently herewith. 2.2 CHPC, on behalf of Canada and CPC, herewith pays to the Company and the Company hereby acknowledges receipt of the sum of Four Hundred and Sixty-Two Thousand, Six Hundred and Eighty Dollars and Twenty-One Cents (S462, in lawful money of Canada for and in full satisfaction of the claim referred to in Recital G hereto and the invoice dated December 31, 1981 from the Company to NHB for design costs in connection with the Cruise Ship Facility and of all other claims of the Company against Canada and CPC or either of them.

7 CPC hereby releases and forever discharges the Company, Vancouver and the Province of and from any and all claims, demands, actions, causes of action and liability, of whatsoever kind, whether known or unknown, in law or in equity, which CPC can, shall or may have to the date of execution and delivery of this agreement or arising hereafter and resulting from or in any way arising out of or relating to the Letter Agreement or the Lease or any covenants, agreements, terms, conditions, provisos, representations, warranties or obligations contained therein or relating thereto. 2.4 The Province, the Company and Vancouver hereby release and forever discharge CPC and Canada of and from any and all claims, demands, actions, causes of action and liability, of whatsoever kind, whether known or unknown, in law or in equity, which the Province, the Company and Vancouver or any of them can, shall or may have to the date of execution and delivery of this agreement or arising hereafter and resulting from or in any way arising out of or relating to the Letter Agreement or the Lease or any covenants, agreements, terms, conditions, provisos, representations, warranties or obligations contained therein or relating thereto. 3. TERMINATION OF FUNDING AGREEMENT 3.1 Canada, the Province, Vancouver and the Company hereby acknowledge and agree that the Funding Agreement is revoked and terminated and of no further force and effect as of the date of execution and delivery of this agreement. 3.2 Each of Canada, the Province, Vancouver and the Company hereby release and forever discharge the others of and from any and all claims, demands, actions, causes of actions and liability, of whatsoever kind, whether known or unknown, in law or in equity, which they can, shall or may have to the date of execution and delivery of this agreement or arising hereafter and resulting from or in any way arising out of or relating to the Funding Agreement or any covenants, agreements, terms, conditions, provisos, representations, warranties or obligations contained therein or relating thereto. 4. TERMINATION OF TRANSFER AGREEMENT 4.1 The Province, Vancouver and the Company hereby acknowledge and agree that the Transfer Agreement is revoked and terminated and of no further force and effect as of the date of execution and delivery of this agreement. J

8 Each of the Province, Vancouver, and the Company hereby release and forever discharge the others of and from any and all claims, demands, actions, causes of action and liability of whatsoever kind, whether known or unknown, in law or in equity, which they can, shall or may have to the date of execution and delivery of this agreement or arising hereafter and resulting from or in any way arising out of or relating to the Transfer Agreement or any covenants, agreements, terms, conditions, provisos, representations, warranties or obligations contained therein or relating thereto. 5. TRANSFER OF ASSETS 5.1 The Company hereby sells, transfers and assigns to Canada and Canada hereby purchases and accepts the transfer and assignment of all the right, title and interest of the Company in and to the Assets, free and clear of all liens, charges and encumbrances, on an 'as is, where is basis". 5.2 Canada hereby accepts the Assets in their present condition and without any warranty or representation by the Company as regards their condition or fitness for any use or purpose. CHPC will indemnify and save harmless the Company and the Province from and against all claims, demands, actions, causes of action, suits and other proceedings made or brought against either or both of them for or in respect of any use after the date hereof of the Assets. 5.3 The Company acknowledges that it has executed and delivered a Bill of Sale Absolute for the Assets in the form of Schedule 'C" concurrently herewith. 5.4 The Company will deliver the concrete piles referred to in section 1.1(c to the Pier on board barge. Offloading will be the sole responsibility of CHPC. Delivery will be made at such time as CHPC may direct but not later than March 31, Title and risk for the Assets will pass to Canada on execution and delivery of this Agreement. CHPC will at the time of delivery of the said piles to the Pier reimburse the Company for the costs of storage and handling from November 1, 1982 to the date of delivery and for the costs of delivery, inclusive of barge rental or use and towage from the present location of the said piles to the Pier to an aggregate maximum of Fifty Thousand Dollars ($50,000 in lawful money of Canada as evidenced by invoices or other satisfactory evidence of such costs. 6. FEDERAL PROVINCIAL PAYMENT 6.1 CHPC, on behalf of Canada, herewith pays to the Province and the Province hereby acknowledges receipt of the sum of Three Million Five Hundred Thousand Dollars ($3,500,000 in lawful money of Canada all pursuant to the Federal Provincial Agreement.

9 TERMINATION OF OTHER AGREEMENTS 7.1 Each of the parties acknowledges and agrees with each of the other parties that all of the Other Agreements are revoked and terminated and of no further force and effect as of the date of execution and delivery of this agreement. 7.2 Each of the parties hereby releases and forever discharges each of the other parties from and against all claims, demands, actions, causes of actions and liability, of whatsoever kind, whether known or unknown, in law or in equity, which they can, shall or may have to the date of execution and delivery of this agreement or arising hereafter and resulting from or in any way arising out of or relating to the Other Agreements or any of them or any covenants, agreements, terms, conditions, provisos, representations, warranties or obligations contained in the Other Agreements or relating thereto. 8. GENERAL 8.1 The Company and the Province represent and warrant to each of the other parties that: (a the Company has valid and good title to the Assets and has done no act to mortgage, charge or otherwise encumber its right, title and interest in and to the Lease, the residue of the term thereunder or the Assets; (b the Company has corporate power and authority to enter into and carry out the terms and conditions of this Agreement and the Surrender of Lease and the Bill of Sale Absolute; (c this Agreement and the Surrender of Lease and Bill of Sale Absolute have been duly authorized, executed and delivered by the Company; (d the members of the Company have passed a Special Resolution substantially in the form attached as Schedule "D" hereto and the Directors of the Company have passed a resolution of the Directors substantially in the form attached as Schedule "E" hereto and the Company will deliver to Canada certified copies of the same concurrently herewith; and (e the Assets are all the real assets of the Company, but do not include the legal, accounting and general corporate books and records and cash and cash deposits on hand.

10 The Company and the Province will indemnify and save harmless Canada, CPC, CHPC and Vancouver from and against all claims, demands, actions, causes of action, suits and proceedings made or brought against any of them for or in respect of: (a any liabilities of or debts incurred by the Company to any third party, now existing or hereafter arising; and (b any liabilities of or debts incurred by the Province to any third party, now existing or hereafter arising, for or in connection with the planning, funding, design, specification, construction, rental or use of the Trade and Convention Centre and Cruise Ship Facility intended to be designed and constructed by the Company under the Letter Agreement and the Lease. 8.3 This agreement shall be governed by and construed in accordance with the laws in force in the Province of British Columbia which shall be deemed to be the proper law hereof. 8.4 This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 8.5 Each of the parties covenants and agrees with each of the other parties to execute such further and other documents and instruments and to do such further and other things as may be necessary to implement and carry out the intent of this agreement. 8.6 This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. 8.7 Notwithstanding the execution and delivery of this agreement by one or more parties, whether as a single original or in counterparts, no contractual or other legal right shall be created between the parties hereto and this agreement shall not become effective until a fully executed original or fully executed counterparts of this agreement have been delivered to each party. 8.8 The captions appearing in this agreement have been inserted for reference and as a matter of convenience and in no way define, limit or enlarge the scope or meaning of this agreement or any provision hereof.

11 Canada and the Province acknowledge that the Federal Provincial Agreement remains in full force and effect, save and except only to the extent that the covenants, agreements, terms, conditions, provisos, representations, warranties or obligations contained therein have been performed,. observed or satisfied by the execution, delivery and performance of this agreement No member of the House of Commons will be admitted to any share or part of this agreement or to any benefit to arise therefrom The parties declare their intention that the purpose and intent of this agreement is to finally settle in conformity with the Federal Provincial Agreement all disputes, controversies, claims and outstanding matters relating to or arising from the involvement of the parties in the planning, funding, design, specification and construction of the Trade and Convention Centre and Cruise Ship Facility originally intended to be designed and constructed by the Company under the Letter Agreement and the Lease The execution of this agreement on behalf of Canada and by CPC is subject to the authorization of the Governor in Council and its execution on behalf of the Province is subject to the authorization of the Lieutenant Governor in Council. IN WITNESS WHEREOF this agreement has been executed on or on behalf of the parties hereto. SIGNED, SEALED AND DELIVERED on behalf of Her Majesty the Queen in right of Canada by the Honourable Jack Austin, Minister of State for Social Development, in the presence of: Minister of State for Social Development Witness

12 SIGNED, SEALED AND DELIVERED on behalf of Her Majesty the Queen in right of the Province of British Columbia by the Honourable Grace M. McCarthy, Deputy Premier and Minister of Human Resources, in the presence of: Deputy Premier and Minister of Human Resources Witness The common seal of the City of Vancouver was hereunto affixed in the presence of: (C/S The common seal of Canada Harbour Place Corporation was hereunto affixed in the presence of: ( C/S The common seal of Canada Ports Corporation was hereunto affixed in the presence of: (C/S The common seal of Pier B-C Development Board Ltd. was hereunto affixed in the presence of: (C/S

13 SCHEDULE "A" LIST OF PILES Quantity Length Extension meters meters Plus in imperial lengths feet 780 feet feet meters A total of 296 pieces for a total length of meters. t

14 SCHEDULE "B" SURRENDER OF LEASE THIS SURRENDER OF LEASE made as of the first day of March, 1983 BETWEEN: WHEREAS: PIER B-C DEVELOPMENT BOARD LTD., a company incorporated under the Company Act (British Columbia (herein called the "Lessee" HER MAJESTY THE QUEEN in right of Canada (herein called "Her Majesty" CITY OF VANCOUVER (herein called the "Guarantor" OF THE FIRST PART OF THE SECOND PART OF THE THIRD PART A. Her Majesty is herein represented by Canada Ports Corporation, herein called 'CPC", and CPC is, to the extent of its authority for the purposes of the Canada Ports Corporation Act, an agent of Her Majesty and its powers under the said Act may be exercised only as an agent of Her Majesty. B. The lands hereinafter described are vested in Her Majesty and are under the administration, m,. nagement and control of CPC. C. CPC is the statutory successor of the National Harbours Board, herein called "NHB". D. By an Indenture of Lease (herein called the 'Lease' made as of the 30th day of June, 1980 between NHB as lessor therein, the Lessee, as lessee therein, and the

15 - 2 Guarantor, as guarantor therein, NHB did demise to the Lessee on the terms and conditions therein contained that portion of the bed and foreshore of Burrard Inlet lying in front of Lot 5, Reference Plan of the Public Harbour of Burrard Inlet, Group 1, New Westminster District, shcan marked with heavy outline on a reference plan prepared by William G. Robinson HCLS from a survey completed on June 13, 1980, a copy of which is attached to the Lease as Schedule "B" thereto, hereinafter called the "Premises". NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the Premises and of the mutual covenants and agreements hereinafter contained and of the sum of Ten dollars ($10.00 now paid by CPC to the Lessee and other good and valuable consideration (the receipt and sufficiency whereof is hereby acknowledged by the Lessee and the Guarantor; 1. The Lessee hereby surrenders to Her Majesty the Premises to the intent that the unexpired residue of the term granted by the Lease; any and all rights of renewal of the Lease; and all estate, right, title and interest of the Lessee in the Premises shall merge and be extinguished in the reversion thereof all effective as of March 1, Her Majesty hereby accepts the said Surrender effective as of March 1, The Guarantor hereby consents to the said Surrender effective as of March 1, The Lessee hereby covenants with Her Majesty and CPC that it now has in itself good right, full power and absolute authority to surrender the Lease and the Premises and that the Lessee has not at any time done any act whereby the unexpired residue of the said term, or the Premises, is, are or may be in any way charged or encumbered. 5. This Surrender of Lease shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

16 IN WITNESS WHEREOF this Surrender of Lease has been executed by the parties hereto as of the day and year first above written. The common Seal of PIER B-C DEVELOPMENT BOARD LTD. was hereunto affixed in the presence of: (C/S The common Seal of CANADA PORTS CORPORATION was hereunto affixed in the presence of: (C/S The common Seal of the CITY OF VANCOUVER was hereunto affixed in the presence of: (C/S

17 SCHEDULE "C" BILL OF SALE (Absolute THIS INDENTURE made as of the first day of March, IN PURSUANCE OF THE "CHATTEL MORTGAGE ACT" BETWEEN: PIER B-C DEVELOPMENT BOARD LTD., a Company incorporated under the Company Act (British Columbia (herein called the "Grantor" HER MAJESTY THE QUEEN in right of Canada (herein called the "Grantee" OF THE FIRST PART OF THE SECOND PART WHEREAS the said Grantor is possessed of the goods, chattels and personal effects hereinafter set forth, described and enumerated, and hath contracted and agreed with the said Grantee for the absolute sale to him of the same, upon the terms and considerations set forth. I i NOW THIS INDENTURE WITNESSETH, that in pursuance of the said Agreement, and in consideration of the sum of Ten Dollars ($10.00 of lawful money of Canada, now paid by the said Grantee to the said Grantor, at or before the sealing and delivery of these presents (the receipt whereof is hereby acknowledged, the said Grantor HATH BARGAINED, sold, assigned, transferred and set over, and by these presents DOTH BARGAIN, sell, assign, transfer and set over unto the said Grantee ALL THOSE the said goods, chattels and personal effects hereinafter described, that is to say: (a all drawings, plans, sketches, specifications, reports and other similar documents prepared by or on behalf of the Grantor for or in connection with a certain Trade and Convention Centre and Cruise Ship Facility, which have been delivered to Canada Harbour Place Corporation before the date of execution and delivery of this Indenture; 1

18 - 2 (b the transformer for temporary constructon power nowv located on the following described premises of Domainion Construction Co. Ltd., namely (c the concrete piles listed in Schedule "A" now locat_ed either on board a barge at or near the follow-ing described premises of Genstar Structures Ltd-1., namely pr :on the Pier; and (d all rights and property of the Grantor with respect.- to the use of the names "Pier B-C" and "Va.ncouver Trade and Convention Centre" and with respect to the use of any similar names. all of which said goods, chattels and personal effects are now in possession of the said Grantor except as hereinbefore provided. AND all the right, title, interest, property, claim and demand whatsoever both at law and in equity, or otherwise howsoever, of hir the said Grantor of, in, to and out of the same and every part thereof. TO HAVE AND TO HOLD the said hereinbefore assigned goods, chattels and personal effects and all of them and every part thereof, with the appurtenances and all the right, title and interest of the said Grantor thereto and therein, as aforesaid, unto and to the use of the said Grantee to and for his sole and only use forever. AND the said Grantor doth hereby Covenant, Promise and Agree with the said Grantee in manner following, that is to say; THAT the said Grantor is now rightfully and absolutely possessed of and entitled to the said hereby assigned goods, chattels and personal effects and all of them, and every part thereof; AND the said Grantor now hath in himself good right to assign the same unto the said Grantee in manner aforesaid and according to the true intent and meaning of these presents; AND that the said Grantee shall and may from time to time, and at all times hereafter, peaceably and quietly have, hold, possess and enjoy the said hereby assigned goods, chattels and personal effects and every of them, and every part thereof to and for his own use and benefit without any manner of hindrance, interruption, molestation, claim or demand whatsoever of, from or by him, the said Grantor or any person or persons whomsoever.

19 - 3 AND that free and clear, and freely and absolutely released and discharged or otherwise, at the cost of the said Grantor, effectually indemnified from and against all former and other bargains, sales, gifts, grants, titles, charges and incumbrances whatsoever. AND moreover, that the said Grantor and all persons rightfully claiming, or to claim, any estate, right, title or interest of, in, or to the said hereby assigned goods, chattels and personal effects and every of them, and every part thereof, shall and will from time to time, and at all times hereafter upon every reasonable request of the said Grantee, but at the cost and charges of the said Grantee, make, do and execute, or cause or procure to be made, done and executed, all such further acts, deeds and assurances for the more effectually assigning and assuring the said hereby assigned goods, chattels and personal effects unto the said Grantee, in manner aforesaid, and according to the true intent and meaning of these presents, as by the said Grantee or his Counsel shall be reasonably advised or required. AND it is expressly agreed between the parties hereto that all grants, covenants, provisos and agreements, rights, powers, privileges, conditions and liabilities contained in this Bill of Sale shall be read and held as made by and with, and granted to and imposed upon the respective parties hereto, and their respective heirs, executors, administrators, successors and assigns the same as if the words heirs, executors, administrators, successors and assigns had been inscribed in all proper and necessary places.

20 - 4 WHEREVER the singular and masculine are used throughout this Indenture, the same shall be construed as meaning the plural or the feminine or body corporate or politic where the context or the parties hereto so require. IN WITNESS WHEREOF the Grantor has hereunto set his hand and seal, the day and year first above written. The common seal of Pier B-C Development Board Ltd. was hereunto affixed in the presence of: Yhe Honourable Grace McCarthy (C/S "A" This is the paper-writing marked *A" referred to in the Affidavit of sworn before me this day of, 1983 A Notary Public in and for the Province of British Columbia A Commissioner for taking Affidavits for British Columbia

21 SCHEDULE "A" TO BILL OF SALE BETWEEN PIER B-C DEVELOPMENT BOARD LTD. AND HER MAJESTY THE QUEEN IN RIGHT OF CANADA LIST OF PILES Quantity Length Extension meters meters Plus in imperial lengths feet 780 feet feet meters A total of 296 pieces for a total length of meters.

22 "CHATTEL MORTGAGE ACT" A,TENOWLEDGMENT OF OFFICER OF CORPORATION THE HONOURABLE GRACE McCARTHY, of PIER B-C DEVELOPMENT SOARD LTD., Director of the make oath an..1 say as follows: 1. That the paper-writing hereto annexed and marked "A' is a ccpy of a bill of sale, and of (or, when an original bill of sale is filed, is a bill of sale together with every schedule or inventory thereto annexed or therein referrezt to as made, given and executed by the said 2. That I, as of the said Corporation, being duly authorized so to do, did affix the seal of the said Corporation to the bill of sale, did sign the said bill of sale as of the said Corporation, and did duly deliver the said bill of sale as the act and deed of the said Corporation on the day of, That the head office or chief place of business of the said Corporation in British Columbia is situate at in the said said Province. SUBSCRIBED to and sworn before me this day of, 1983 A Notary Public in and for the Province of British Columbia A Commissioner for taking Affidavits for British Columbia THE HONOURABLE GRACE McCARTHY

23 SCHEDULE "D" PIER B-C DEVELOPMENT BOARD LTD. CERTIFIED COPY OF SPECIAL RESOLUTION The undersigned, a director of Pier B-C Development Board Ltd. (the "Company" hereby certifies that the following is a true and exact copy of a Special Resolution passed by the sole member of the Company as of the_ of, 1983 and that the saidre-solution has not been res-cinded or amended and is in full force and effect: BE IT RESOLVED that: pursuant to Section 150 of the Company Act (British Columbia the sole member of the Company does hereby approve the disposal of the whole or substantially the whole of the undertaking of the Company pursuant to an Asset Transfer and Settlement Agreement dated as of March 1, 1983 between Her Majesty the Queen in right of Canada, Her Majesty the Queen in right of the Province of British Columbia, the City of Vancouver, Canada Harbour Place Corporation, Canada Ports Corporation and Pier B-C Development Board Ltd. day of DATED at Victoria, British Columbia, this, The Honourable Grace McCarthy

24 e- SCHEDULE "E" PIER B-C DEVELOPMENT BOARD LTD. CERTIFIED COPY OF DIRECTORS RESOLUTION I, the undersigned, a director of Pier B-C Development Board Ltd. (the "Company" hereby certify that the following is a true and exact copy of a resolution passed by the directors of the Company as of the day of, 1983 and that the said Resolution has not been rescinded or amended and is in full force and effect: "BE IT RESOLVED that: the Company enter into an agreement between Her Majesty the Queen in Right of Canada, Her Majesty the Queen in Right of the Province of British Columbia, the City of Vancouver, Cant,da Harbour Place Corporation, Canada Ports Corporation and the Company in substantially the form of the Agreement intituled ASSET TRANSFER AND SETTLEMENT AGREEMENT dated as of March 1, 1983 and expressed to be between the aforesaid parties, a copy of which has been initialled by the Secretary of the Company for identification and that any one director of the Company be and he or she is hereby authorized to execute and deliver the said Agreement and all other documents and instrumpnts mentioned in or required to be executed by the Company under the Agreement, with such modifications as the Director executing the same may approve, their signature on the Agreement and all such other documents and instruments being conclusive evidence of their approval, and he or she is further authorized to affix the common seal of the Company to the agreement and all such documents and instruments and to take such further and other steps as may be necessary in orde: to carry out the purpose and intent of the said Agreement. Dated at Victoria, British Columbia, this day of, The Honourable Grace McCarthy

25 DATED March BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF CANADA HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA CITY OF VANCOUVER CANADA HARBOUR PLACE CORPORATION CANADA PORTS CORPORATION PIER B-C DEVELOPMENT BOARD LTD. ASSET TRANSFER AND SETTLEMENT AGREEMENT Disk No. 129-E