Corporation and to affix thereto the Official Seal of the Corporation

Transcription

1 CITY OF TIMMINS BY LAW NO BEING A BY LAW to enter into an agreement with Goldcorp Canada Ltd respectitlg an agreement to access over City land to carry out maintenance and work or tailings facilities in the City of Timmins WHEREAS it is considered desirable to enter into an agreement with Goldcorp Canada Ltd NOW THEREFORE the Council of The Corporation of the City of Timmins enacts the following as a By law 1 THAT The Corporation of the City of Timmins enter into an agreement with Goldcorp Canada Ltd to access over City land to carry out maintenance and work or tailings facilities in the City of Timmins a copy of which agreement is attached hereto and marked as Appendix A to this By law 2 THAT the Mayor and Clerk be and are hereby authorized to execute the said agreement on behalf of the Corporation and to affix thereto the Official Seal of the Corporation READ a first second and third time and finally passed this 8th day of December 2008 MAYO CL

2 ACCESS AGREEMENT such dated referred to as the Access Date BET WEE N GOLDCORP CANADA LTD Party ofthe first part and THE CORPORATION OF THE CITY OF TIMMINS Party of the second part WHEREAS The Corporation ofthe City of Timmins hereinafter refelted to as City oftimmins owns 100 of an undivided interest in and to the lands described in Schedule A attached hereto Burdened Lands AND WHEREAS Goldcorp Canada Ltd hereinafter referred to as access Goldcorp requires to the Burdened Lands for the purpose of completing maintenance and work on the Tailings Facilities found thereon including completing environmental rehabilitation as they are required to do by the Ministry of Northern Development and Mines and the Ministry of the Environment so as to meet all standards as required by the said Ministries and any other Ministry AND WHEREAS the work to be completed is in the nature ofa rehabilitation plan AND WHEREAS in order to complete the required work and rehabilitation Goldcorp will require the right of ingress and egress on the said property and fmiher the right to use any equipment material and machinery as required to complete the rehabilitation plan and all AND WHEREAS City oftimmins has agreed to grant such right of access to Goldcorp upon the terms and conditions hereinafter set forth NOW THEREFORE this indenture witnesses that in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration it is hereby agreed by the parties hereto as follows I Grant of access for ingress and egress City oftimmins hereby grants and coveys to and in favour of Goldcorp and its servants employees agents contractors sub contractors and invitees an exclusive right of access to the Burdened Lands by way of ingress and egress and further grants to Goldcorp the right to take on to the Burdened Lands and use any and all materials equipment and or machinery necessary to complete the rehabilitation plan in which Goldcorp must meet environmental and other standards required with respect to tailings thereon as required by the Ministry ofnorthern Development and Mines and the Ministry of the Environment 2 Term ofareement Goldcorp shall have access to the Burdened Lands for the reasons contained in sub paragraph I above for a period of five 5 years expiring on December 31 S 2013 at which time failing further written consent of City of Timmins Goldcorp shall remove any and all material equipment and machinery from the Burdened Lands and cease and desist with respect to the work being completed on the Burdened Lands

3 3 Governmental Requirements Goldcorp agrees to observe and comply at its sole expense with all governmental requirements including all legislation regulations and conditions statutory and otherwise that may from time to time be required and which would effect in any manner the Burdened Lands or any activities that may be taken thereon by City of Timmins its employees its contractors sub contractors invitees or agents 4 Access City of Timmins does not warrant continuation adequacy maintenance or safety of any access to the Burdened Lands from and or across any lands joining the Burdened Lands and access from and or across such adjoining lands to the Burdened Lands shall be at the sole risk and expense of Goldcorp 5 Repair Goldcorp Canada Ltd shall reasonably and diligently keep neat and in substantial repair at all times during the tenn of this access agreement use ofthe Burdened Land the Burdened Lands safe and its 6 Signage Goldcorp shall diligently install and maintain reasonable signage along any access way to the Burdened Lands as used by Goldcorp as is necessary or required with respect to any specific dangers that may be encountered along that means of access and at minimum that the use ofsame is strictly at the risk ofthe user 7 Waste Material Neither Goldcorp its servants agents employees contractors sub contractors or invitees shall deposit dump nor leave or abandon any waste material debris slash litter or rubbish on the Burdened Lands and any such waste material shall be disposed only in a manner and in a place approved by the applicable laws Upon expiration or tennination of the right of access to the Burdened Lands in any manner and for whatever reason Goldcorp shall vacate the Burdened Lands and shall at its sole expense within thil1y days after expiration or telmination leave the Burdened Lands safe neat clean level and free and clear of all waste materials from which Goldcorp its servants agents employees responsible contractors sub contractors or invitees are 8 Indemnification Except to the extent attributable to the willful or negligent acts of City of Timmins or its servants agents employees contractors sub contractors invitees permittees or licensees Goldcorp will at all times indemnify and save hannless City of Timmins from any all mannerof claims damages demands loses costs charges expenses actions or other proceedings whenever and howsoever arising including those concerning any environmental liability and those arising under the Occupier s Liabilil V Act made or brought against suffered by or imposed upon City oftimmins or its property in respect of any injury death loss or damage to any person or property arising out ot resulting from or sustained by reason of the right of access or Goldcorp s occupancy of the Burdened Lands or any tixtures improvements structures or chattels thereon or any breach or non perfolmance by Goldcorp of its covenants and obligations under the right of access and being acknowledged and agreed by City of Timmins that its indemnity hereunder shall survive the termination or sun ender of the right of access

4 9 Liability Insurance Goldcorp agrees to maintain at all times during the term of the right of 5 million dollars comprehensive public liability insurance in respect of the injury of access a minimum death loss or damage of or to any person or property of third parties arising from the use ofthe Burdened Lands by Goldcorp or its agents employees contractors sub contractors or invitees with substantial insurers Goldcorp shall hand a certificate of said liability insurance policy or policies for presentation to City of Timmins or forthwith upon written request by Cityof Timmins 10 Registration City of Timmins agrees that Goldcorp shall be entitled to register a notice of agreement and or a copy of this ateement on title to the Burdened Lands provided that the costs of such registration shall be for the account of Goldcorp City of Timmins shall at the expense of Goldcorp execute and deliver all such documents required to register a notice of or agreement a copy of the said agreement and such other documents notices or consents in registrable fonn or otherwise as may be reasonably necessary Goldcorp to complete the work contemplated by this agreement Goldcorp agrees that within sixty 60 days following the expiration tennination or surrender of this right of to enable access this access agreement and any registered notice of same shall be fully released and reconveyed to City oftimmins by Goldcorp and removed or discharged the Burdened Lands as may be necessary at the sole expense of Goldcorp from title of 11 Assignment City of Timmins and Goldcorp agree that neither party will transfer conveyor assign any of its interest in this access agreement or its rights pursuant to the access agreement insofar as the Burdened Lands are concemed without advising the other and without obtaining a written agreement from the other with and in favour of City of Timmins or Goldcorp or as the case may be wherein such purchase transferee assignee agrees to be bound by the tenns of this access agreement and the right of access contained therein including without limitation the covenant of City of Timmins and Goldcorp set out in this section sixteen 16 ofthis agreement 12 Notices Any notices requests or other communication in each case a notice required or permitted to be given hereunder shall be in writing and shall be delivered by mail or by hand or transmitted by telecopier addressed as follows To Goldcorp Canada Ltd P O Box 70 South Porcupine Ontario PON IHO To The Corporation ofthe City oftimmins 220 Algonquin Blvd East Timmins Ontario P4N 1 B3 Attention Jack Watson City oftimmins and Goldcorp may change the address at which a notice is to be given to it pursuant hereto by giving a notice of change to other pursuant to Section 12

5 Any Notice given in accordance with this section if transmitted by telecopier shall be deemed to have been received on the next business day following the transmission and acknowledgment of the receipt by the recipient s fax machine and if delivered by mail shall be deemed to be received six business days after the date of the said notice is deposited in the mail or if delivered by hand shall be deemed to have been received when delivered 13 Waiver ofprovisions No waiver of any of the provisions of this access agreement shall be deemed to or shall constitute a waiver of any other provision whether or not similar nor shall any waiver constitute a continuing waiver unless it is expressed in writing and agreed upon by both parties hereto 14 Breach or Non Performance Provided always that in the event that any default breach or non performance by Goldcorp of any ofthe covenants or agreements herein contained and in the event that the said default or breach or non performance has not been fully rectified by Goldcorp within thirty 30 days of written Notice of the said default or breach or the non performance being delivered to Goldcorp by City of Timmins or if such default breach or non performance is not capable of being remedied within such thirty 30 days in the event that Goldcorp does not diligently commence to remedy such default or breach or non performance in such thirty 30 days City of Timmins shall have the right but not the obligation in addition to any other rights or remedies it may have to immediately terminate this access agreement 15 Surrender Provided that Goldcorp is not in default under the terms of this access agreement it shall have the right at any time by written Notice delivered to City of Timmins at least thirty 30 days in advance to surrender this access agreement and or its rights pursuant to the said agreement Upon delivery of such Notice Goldcorp shall cease use of the right of access or any part thereofand its rights and obligations performing thereto shall terminate thirty 30 days following the dates of such Notice is received by the grantor except with respect to its obligations pursuant to sections 7 agreement save and 8 and 9 of this access 16 General This access agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the headings presented in this access agreement are for convenience of reference only and shall not effect the construction or the interpretation hereof and the access agreement shall enure to the benefit of and be binding upon the parties hereto and upon successors in title and permitted assigns respectively their successors IN WITNESS whereof the parties hereto have dully executed this agreement written above as of the date first Per Title t 2 Co 9 1 have authori to bind the corporation Per Q Title CYtvLD 1LVl L S DM I have authority to bind the corporation

6 THE CORPORATION OF THE CITY OF TIMMINS Perr Title Tom Laughren Mayor City of Timmins I have authority to bind the corporation Per Title 6 a I have authority to bind the corporation

7 SCHEDULE A Parcel Township of Tisdale Highway 655 Timmins lioo

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