Telus bill of sale for B.C. Place Stadium

8/9/2019 Telus bill of sale for B.C. Place Stadium

1/34

BILL

OF SALE

THIS BILL

OF SALE made as of the 1 day of October, 2011.

GRANTED BY:

TELUS COMMUNICATIONS COMPANY

( TELUS )

INFAVOUROF:

B.C. PAVILION CORPORATION

( BC Place )

WHEREAS:

A. TELUS has provided and installed the Assets described herein at BC Place Stadium (the

Stadium ); and

B. TELUS has agreed with BC Place for the absolute sale to

BC

Place

of

such Assets.

NOW THEREFORE THIS

AGREEMENT WITNESSES that in consideration

of

the sum

of

$15,200,000.00, as more particularly set out in Schedule

B

(the

Purchase

Price ) plus all applicable

taxes and other good and valuable consideration paid by BC Place to TELUS, the receipt and sufficiency

of

which TELUS hereby acknowledges, the Parties hereby agree as follow:

I.

Purchase

and Sale

1.1 TELUS hereby sells, assigns, transfers and set over to BC Place all equipment, chattels, software

and other assets installed by TELUS in the Stadium on behalf

of

BC Place, including those assets and

rights listed in Schedule A hereto and as described herein and including Schedule B hereto (collectively

the Assets ) and all the right, title, interest, property, claim and demand

of

TEL

US

thereto and therein.

The Assets do not include those assets listed in Schedule C relating to the wireless LAN service or the

3G/4G fibre network equipment installed by TELUS in the Stadium.

1.2 Title to and ownership

of

any Assets sold to BC Place, and rights to any related trademarks, trade

names, patents, copyrights, industrial designs or other intellectual property rights, shall pass or be granted

to

BC

Place pursuant to this Bill

of

Sale.

1.3

TELUS hereby assigns to BC Place all

of

the right, title, interest, property, claim and demand

of

TELUS in and to all licenses, contracts, maintenance agreements, support agreements and any other

agreements related to the Assets (the Current Agreements ). TELUS shall exercise reasonable

commercial efforts to obtain all consents and approvals required to validly transfer the Current

Agreements, and

all

rights and benefits thereunder, to BC Place.

1.4 Nothing in this Agreement shall be construed

as

an attempt

or

an agreement to assign or cause the

assignment

of

any Current Agreement which

is

in Jaw non-assignable without the consent

of

the other

1

VANOl: 3067436: v9

FOI BCPC-285Page 1 of 34


2/34


3/34

a n u f a c t t l r e ~ .

a r ~ a n t y

Period

\:,.

>:

...

.:

Cisco

90 days from date

of

shipment from Cisco (Hardware) only, subject

to additional warranties, terms and conditions published by Cisco

at:

httg://www.cisco.com/en/US/groducts/Qrod

WatTanties

listing.html

Avaya

12

months from date of shipment from Avaya (Hardware)

90 days from date

of

shipment from Avaya (Software)

Siemens

12

months from Cutover Date (Hardware)

90 days from Cutover Date (Software)

During the Warranty Period: (a) TELUS will provide or arrange for replacement parts for hardware using

new or, at its option, refurbished parts, and (b), in the case of equipment manufactured by Avaya or

Siemens, will provide all software maintenance releases and patches issued at no cost by the equipment

manufacturer to correct software problems

of

which TELUS is notified by

BC

Place. Installation

of

replacement parts or maintenance releases and patches is not included in the TELUS Warranty, but

TELUS will perform installation when requested by BC Place, at prevailing TELUS labour rates and

travel costs, where applicable. Requests for replacement parts, maintenance releases and installation

services must

be

made to TELUS Repair Service Bureau, staffed 24 hours a day, 7 days a week.

Installation services requested by BC Place will be performed between 8:00

am.

and 5:00 p.m. Monday

through Friday, excluding statutory holidays. The TELUS Warranty does not include shipping and

handling charges for replacement parts or maintenance releases and patches, and does not include

auxiliary supplies or expendable or consumable items necessary for the operation

of

the equipment.

The TELUS Warranty does not apply, and TELUS has no obligation to provide replacement parts or

maintenance releases and patches described in this paragraph, if: (a) installation or servicing

of

or repairs,

moves, additions or changes to the equipment are made by any person not authorized by TELUS, (b) the

equipment is damaged by causes external to the equipment or is abused, neglected, or improperly stored or

operated, (c) the equipment is sold by BC Place to a third party; or (d) any payments due to TEL

US

have

not been made. TELUS has no obligation to provide replacement parts or maintenance releases and patches

under the TELUS Warranty after the Warranty Period unless BC Place notifies TELUS

of

the warranty

claim before the end of the Warranty Period. BC Place s only remedy for breach of the TELUS Warranty

is

provision

of

the replacement parts and maintenance releases described in this paragraph. The TELUS

Warranty applicable to equipment manufactured by Cisco is subject to additional warranties, terms and

conditions published by Cisco at httJ?://www.cisco.com/en/US/Qroducts/grod warranties listing.html.

There is no TELUS Warranty

if

the equipment is not installed by a person authorized by TELUS.

For Assets manufactured by any manufacturer other than Cisco, Avaya or Siemens, the Assets are

provided only with the standard warranty available from the manufacturer

of

the Assets, and TELUS will

provide BC Place. with information that may be available from the manufacturer

in

relation to any

applicable warranties.

5. udit Rights

5

I

BC Place may appoint an internal or external auditor to review and audit the calculation

of

TELUS cost for the Assets under this Bill of Sale and may also not more than once per year audit the

3

-

VANOI: 3067436: v9



4/34

Obligation described in Exhibit I of Schedule A. TELUS will provide BC Place with such reasonable

assistance and reasonable access to TELUS records, infrastructure and premises all as may reasonably be

required by BC Place to complete the audit. Any audit completed by BC Place will be subject to the

following conditions:

(a) BC Place agrees that routine non-event driven audits shall not be conducted within forty

five {45 days following TELUS' fiscal year end;

(b) any access to TELUS premises granted pursuant to this section shall be escorted by

TELUS or its authorized representative and shall be subject

to

TELUS privacy, security

and safety policies that TELUS provides in writing to BC Place and to the extent

reasonably possible and where BC Place's rights are not prejudiced, BC Place's access to

TELUS premises shall be limited to business hours ofTELUS

(c) any access granted to

BC

Place and its auditors will be strictly observational in nature

and will not include any physical access to or manipulation of any TELUS equipment,

TELUS Intellectual Property or other property or interests of TELUS. If any such

physical access or manipulation is necessary in order to complete the audit, TELUS will

undertake the activity and provide the results to BC Place or its auditors,

as

applicable;

(d) all costs of record keeping and costs of audits incurred

by

a Party including the costs and

expenses of its auditors or personnel involved in an audit shall be the responsibility of

that Party;

(e) BC Place's auditors will be qualified and trained to levels appropriate to conduct the

audits being conducted and where BC Place utilizes a third party auditor, TELUS has the

right to require such auditor to sign a direct confidentiality agreement with TELUS

subject to such confidentiality agreement being reasonable and consistent with the terms

of this Bill of Sale;

(f) any records or information provided by TELUS or obtained by BC Place in the course of

a review or audit hereunder shall be considered TELUS confidential information and

shall not be used by

BC

Place or its auditors for any purpose other than in relation to

compliance verification contemplated under this section and shall not be disclosed by BC

Place to any person, except with the prior written consent

of

TELUS or except where

required by law and despite any of the foregoing, BC Place and its auditors shall not be

entitled to receive, obtain access to or audit, and TELUS shall have no obligation to

disclose or provide, any confidential information

of

any other TELUS customer or

of

any

other third person;

(g) where terms of reference are prepared by BC Place in respect of an audit, TELUS will

have an opportunity to review and provide BC Place with comments

on

the same; and

(h) TELUS will have an opportunity to respond to the audit results before they are finalized.

5.2 Audit Deficiencies. Following delivery to TELUS of an audit report that outlines an Audit

Deficiency ofTELUS, BC Place and TELUS shall meet as soon as possible in order to discuss such Audit

Deficiency. Subject to any alternative agreement reached by BC Place and TELUS at such meeting,

TELUS shall as soon as reasonably possible remit the amount of such Audit Deficiency to BC Place.

If

the Audit Deficiency reveals an overpayment by BC Place in excess of 5 , TELUS will also reimburse

BC Place's reasonable and properly documented audit costs plus the amounts owed with interest at the

VANOI: 3067436: v9



5/34

simple rate of 1.0 per month (13.3 per year), calculated from the date the overpayment was received

to the date it was corrected. Any dispute related to an Audit Deficiency will be subject to arbitration.

6

rbitration and Exception

6 1 Arbitration. n the event that any issue is not satisfactorily resolved between the Parties with

respect to this Bill of Sale,

the

issue or issues shall by either Par(y be referred to and finally resolved by

arbitration, to the exclusion of the courts, under the rules of the British Columbia International

Commercial Arbitration Centre.

6.2 Exception. Notwithstanding the

proviSIOns

of section 6.2 above, in the event of an issue

involving or related to a breach of any intellectual property rights governed by this Bill of Sale, then the

resolution of such issue may be referred to the courts of the Province of British Columbia in the City of

Vancouver. Nothing in this Section 6 shall be construed to limit the right of BC Place or TELUS to

obtain injunctive relief in any other circumstance in which it may otherwise be entitled.

7. General

7.1 A s s i ~ m m e n t TELUS shall not assign or sublicense all or any part of its rights or obligations

under this Bill

of

Sale without the prior written consent

of

BC

Place. Notwithstanding the foregoing,

TELUS may: (a) assign

or

sublicence all or any part of its rights or obligations under this Bill of Sale,

without the prior written consent of BC Place,

if

the assignment

or

sublicense is to an affiliated entity or

as part of a TELUS accounts receivable securitization program.

7.2 Severabilitv. If any part of this Bill of Sale is void, prohibited or unenforceable, this Bill of Sale

shall be construed as

if

such part had never been part of this Bill of Sale.

7.3 No Waiver and Remedies. The failure of

BC

Place or TELUS to exercise any right under this

Bill of Sale,

or

to insist upon strict

or

full performance of the obligations under this Bill of Sale, shall not

constitute a waiver or relinquishment of any provision of this Bill of Sale. In order to be binding upon a

Party, any such waiver must be express and in writing signed by that party. The rights

of

the Parties

under this Bill

of

Sale are cumulative and not alternative.

7.4 Survival. Any provisions

of

this Bill

of

Sale which, expressly or by their nature, extend beyond

the termination of this Bill of Sale, shall survive any termination of this Bill of Sale.

7.5 Law. TELUS and

BC

Place shall comply with all laws applicable to the exercise of their rights

and performance of their obligations under this Bill of Sale. This Bill

of

Sale shall be subject to and

interpreted in accordance

with

the federal law of Canada and the laws of the Province of British

Columbia, without regard to that province's choice of law rules. Venue and jurisdiction shall be in such

province.

-

5

VANOI:

3067436: v9



6/34

7 ~ 6 N o l i ~ . ll notices necessary llnd r this Bill of Sale shall O given \Hitin . and ther

pcrsnn:tlly delivered,

or

sent by rcg.istcrcd mail (lffitc

BC Place. at:

B.C. Pnvilion

Corpornrion

77.7

Pacific

Boulevard

Vnneouvcr, British Columbia.

V6BAY8

Attention: General Mnnager

Facsimih:: (604) 661-.3412.

to

TELUSm;

TELUS C m n m u n i ~ a t i o n > Company

3777Kingsway

l:lurnab . British Columbia, V5H 3Z7

Anemion: Lcg;JI

C o l l l i ~ l

Fncsimilc: (604) 3 5 ~ 5 6 5 0

Notices, il"pcrsoimlly

delivered or sent

by

fac$imih;

will

he deemed

tohllvc been

received t h ~ i r o m o

dny,

or,

il'

scm

by rcgistcn:d

mnil,will

be decmd t\> hnw been

i i > c c i ~ c d 4 d n y s c x d u d i ~ g Sniurdays,

Stinc.lllys.

nnd

stntutory holiduys) aliur

thedntc

of nuiiling.. . . .

7. 7 Enurcment. This Bill of

Salesl>nll

enure to the bi nefitof;.nrtd be binding upon .. the parties, their

~ u c c c s 5 o r s nnd pcrmittctl nssigns:

7.S

Coun'tcrgarts.

'Thi,s Bill {lfSntc

mns

be .:xcculed in countcrpnris,

. ~ n c h

of whi


7/34

7.6. Notices. All notices necessary under this Bill of Sale shall be given in writing, and either

personally delivered, or sent by registered mail or facsimile:

to BC Place at:

B.C. Pavilion Corporation

777 Pacific Boulevard

Vancouver, British Columbia, V B 4Y8

Attention: General Manager

Facsimile: (604) 661-3412

to TELUS at:

TELUS Communications Company

3777 Kingsway

Burnaby, British Columbia, V5H 3Z7

Attention: Legal Counsel

Facsimile:

(604) 435-5650

Notices,

if

personally delivered or sent

by

facsimile, will be deemed to have been received the same day,

or, if sent by registered mail, will be deemed to have been received 4 days (excluding Saturdays, Sundays

and statutory holidays) after the date of mailing.

7.7 Enurement. This Bill of Sale shall enure to the benefit of, and be biudiug upon, the parties, their

successors and permitted assigns.

7.8 Counterparts. This Bill of Sale may be executed in counterparts, each of which, when executed

and delivered (by facsimile, e-mail, or otherwise), will be deemed to be an original, and all of which,

together, will constitute one and the same do9ument.

IN WITNESS WHEREOF

TELUS and BC Place have hereunto executed this Bill of Sale this 31

day

of

July, 2012, with effect as

of

the 1 day

of

October, 2011.

TELUS COMMUNICATIONS COMPANY

Per:

uthorized Signatory

B C PAVILION CORPORATION

Per:

uthorized Signatory ~ ~ c J ~ A ~

V ~ O l : 3 6 7 4 3 6 : v 9

- 6



8/34

SCHEDULE A

CISCO CORE NETWORK EQUIPMENT

Purchase Order

Sales

Order

Orderi

Product Description

45 2362383

5 872859

MP2538 929

CISCO CORE NETWORK EQUIPMENT

Purchase Order

Sales Order

Orderi

Product Description

T36 18

5 6187 8

MP248 9422

VANOl: 3 67436: v9

Quantity

6

Quantity

14

14

5

5

5

5

A 1



9/34

IS O ORE NETWORK EQUIPMENT

Purchase Order

Sales Order

Orderi

Product Description

T360015

50618782

MP24797619

VANOJ: 3067436:

v9

Quantity

2

2

2

2

2

2

2

2

2

6

4

8

8

2

4

_

120

6

70

70

70

A 2



10/34

Product escription

Quantity

70

70

70

70

140

120

2

2

2

4

2

2

2

2

2

4

2

4

2

300

300

300

300

3

3

A 3

VANOI: 3 67436: v9



11/34


12/34

roduct

Description

Quantity

140

140

140

30

30

1

200

200

A 5

VANOI:

3 67436: v9



13/34

Product escription

Quantity

I

I

I

200

200

3

3

I

I

I

I

1215

I

I

I

I

I

I

I

A 6

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14/34

CISCO ST DIUMVISION EQUIPMENT

Purchase Order

Sales Order

Orderi

Product Description

VANO : 3067436:

v9

T 59957

50625861

MP24925443

Quantity

I

I

I

I

I

I

I

I

I

I

I

I

I

I

I

I

I

I

I

4

A 7



15/34

Product escription

Quantity

I

I

I

I

I

I

I

I

I

I

I

I

I

4

I

I

48

2

2

2

2

I

2

A 8

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16/34

Product escription

Quantity

4

I

2

2

5

5

I

4

2

I

I

I

I

I

I

I

I

2

4

I

2

2

2

I

I

A 9

VANOI: 3 67436: v9



17/34

Product escription Quantity

I

2

2

2

2

2

2

2

2

4

2

2

II

5

5

5

5

5

5

5

5

5

5

5

5

A 10

VJCNOI:3 67436:v9



18/34

Product escription

Quantity

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

A ll

VANOI: 3 67436: v9



19/34

Product escription

Quantity

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

5

A 12

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20/34

Product Description

Quantity

50

50

50

50

50

50

50

50

IPCELERATE IPSESSION PAGING SOFTWARE AND SERVERS

Part

Product Description

Qty

Psession Paging Application

500 IP

Phone licenses C ;ifh oetlundancy) '

;

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ - ~ h ~ ~ ~ ~ c l

VJCNOI:3067436:v9

IPsession Software Module comes pre-loaded with OS, database, I

Psession feature set and 200 device licenses. Supports up to 1800 users.

Includes 200 Psession Licenses per Psession software.

Psession Application User license block

of

I 00. (ie, for 200 licenses 3

place a 2 in Qty cell.)

Cold Standby IPsession Software Module, pre-loaded with OS, database I

and Psession feature set. Supports up to 1800 users. Activated by an

IPsession license key at time o{primary IPsession system failure.

Psession 1.0-R Recorded web-based Technical course I

(installation/configuration/operation): 9.0 hour class delivered in two 4.5

hour sessions unlimited access

for

six months after purchase

Remote phone support per day cost in the continental United States only. I

International installation will be determined on a case by case basis.

Contact IPcelerate Sales Director or Professional Services for quote.

I

I

A-13



21/34

Pa11

Product

Description

Qty

4

2

3

MAINTENANCE

-- - ----

-

IPSMAINT Tluee Years Software Mailltenance qty 1 equals 3 years) I

IPSMAINT Two Years Software Maintenance qty I equals 2 years) I

IP SESSIONS SERVERS

2 DHCP Servers (for Cisco Network

Registrar)

Manufacture Detailed

SKU Description

Mfr.

Part

escription

Qty

2

4

2

2

1

1

1

A-14

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22/34

2 DHCP Servers - Support costs

Description

Mfr. Part Support Costs

Qty

Software Application support

SWAPP SUPPNwk

Reg 7.1, base I

license (for years)

SWAPP SUPP Nwk Reg 7.1, add

I

5K (for years)

2 1P Session Servers

Manufacture Detailed

SKU

Description Mfr.

Part

Description

Qty

I

I

4

2

3

I

2 1P Session servers - Support costs

Description Mfr. Part Support

Costs Qty

Years software


support from I

IPcelerate IPSession

Hardware support?

A 15

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23/34

2 Cisco

WCS Servers

SKU

Description Mfr. Par t

Manufacture

Detailed Qty

escription

2

2

2

2

I

2 Cisco

WCS Server-

Support costs

Description Mfr. Par t Support Costs

Qty


SW

APPSUPP+

2

UPGR

WCS Base

Licenses for 500 APs

SWAPP SUPP+

I

UPGR

WCS

Top

Level

SKU for AP capacity

option

Hardware support?

SWAPP

SUPP+

10

UPGR Cisco WCS

PLUS Upgrade

MCS 7825 14 IPCI I

MCS 7825 14 IPCI I

A 16

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24/34

INTERN L SCREENS

quipment

Original Order

ChiefMounts

28

LTAPU

PROJECT INSTALL, PORTRAIT MOUNT

ChiefMounts 135

LSMU

LARGE, FIXED, HEIGHT ADJ., STATIC MOUNT

ChiefMounts 114

pDcu

PDC

SERJES MOUNT UNIVERSAL

ChiefMounts 12 MSAU

MSA UNIVERSAL

ChiefMounts 196

MCSU

MID SIZE CEILING MOUNT

ChiefMounts 6 MCDV

TWIN MID SIZE CEILING MT UNIV.

ChiefMounts 221 LSMVU

FUSION PULL-OUT, LARGE

ChiefMounts 236

LTMU

LARGE, HEIGHT ADWSTABLE TILT MOUNT

ChiefMounts 89 CMA345

FLEX JOINT, 1-1/2 NPT


4 CEILING PLATE W 1 1/2 NPT


6 CEILING PLATE W 1/2 NPT

ChiefMounts CMS006 61FIXED PIPE 6

ChiefMounts 75 CMS012 FIXED PIPE 12

ChiefMounts

CMS018

FIXED PIPE

18

Samsung 12 LH32HBPLBC/ZA 320MP-3 32 Commercial LCD Display

Samsung 52 LH40LBPLBC/ZA 40 Dual Mode XPe Network TFT-LCD with 120Hz

LED

BLU,1920 x 1080, brightness:450,10,000:1

(D/C), Connection:

15

pin D-Sub/9 pin D-Sub/DVI-

D/CVBS/HDMI, colour: Black

Samsung 24 LH40GWPLBC/ZA

400UX-3 40 LCD Display

Sam sung 108 LH40CSPLBC/ZA

400DX-3 40 LCD Display

Samsung 219 LH40GWPLBC/ZA 460UX-3 46 LCD Display

Samsung 211 LH46CSPLBC/ZA 460DX-3 40 LCD Display

Samsung 446

LH55CSPLBC/ZA

460DX-3 40 LCD Display

Samsung 52 UN46D7000LFXZA 46 3D LED HDTV

Samsung 4 UN65D8000YFXZA

65 3D LED HDTV

A-17

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25/34

Professional Services Original

Order

TEL

US

52

10043 Custom Mount

TELUS 206 10043

Custom Pipe

TELUS I

10043

Installation- CaTECH Quote v2 2011

5 1

TELUS I 10043 Travel (Design Specialist, PM)

TELUS 400 WENG CPS Engineering

TELUS 325

PM

Project Management

Equipment - Change

Order

ChiefMounts 65

CMS006009

ADJ. PIPE 6 TO 9

ChiefMounts

25 MWRSKUB MWR W/STEEL STUD BRI


26/34

Equipment-

Change

Order

Samsung LH40CSPLBC/ZA Samsung 400DX-3 LCD Display

ChiefMounts 2

LTAPU

PROJECT INSTALL, PORTRAIT MOUNT

ChiefMounts 2

CMA372

Unistut Ceiling Adapter

Samsung

I LH32HBPLC/ZA Sasung 320MP LCD display

Professional

Services-

Change

Order

TELUS 10043 Miscellaneous Materials Charges- Balko FR-ENCO-

55 (CaTech)

TELUS

2

10043

Miscellaneous Materials Charges- Batko FR-ENCO-

32

(CaTech)

TEL

US 2 10043 Miscellaneous Materials Charges- Balko FSP-ENCO-

1 Ceiling Adapter (CaTech)

TELUS

1

10043 Miscellaneous Materials Charges- Installation

of

Displays (CaTech)

TELUS 40

WENG

CPS Engineering

TEL

US 40

PM

Project Management

Equipment- Change Order

Samsung 2 LH40LBPLBC/ZA 40" Dual

ModeXPe

Network TFT-LCD with

120Hz

LED

BLU l920 x 1080, brightness:450,10,000:1

(D/C), Connection:

15

pin D-Sub/9 pin D-Sub/DVI-

D/CVBS/HDMI, colour: Black

Professional

Services-

Change Order

TELUS I

1 43

Miscellaneous Materials Charges - Custom millwork

o suite doors

TELUS

7

10043 Installation of Displays (CaTECH)

TELUS 40 WENG CPS Engineering

TELUS 40

PM Project Management

A-19

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27/34


28/34

EXHIBIT

1

TO

SCHEDULE A

EXTERNAL

SCREENS

The equipment described in the table below has been placed by TELUS at the Stadium and sold to

BC

Place pursuant to this Bill

of

Sale.

1

External Displays. The parties acknowledge that TELUS paid for and installed the external

displays at the Stadium.

External Displays

-Description

MODEL No.

TECHNOLOGY

CONTROLLER

TYPE

DISPLAYQTY

Feet High

Feet Wide

Total

SQF

Meters high

Meters Wide

TotalSQM

Resolution High

Resolution Wide

Display 1

Terry Fox Plaza

AVL-ODT10

SMD

XDC-6000

1

29.40ft

49.34ft

1450.53ft

8.96M

15.o4M

134.76M

896

1,504

Display 2

Cambie

AVL-ODT16

SMD

XDC-6000

1

49.34ft

29.40ft

1450.53ft

15.04M

8.96M

134.76M

940

560

Display 3

Georgia

AVL-ODT-16

SMD

XDC-6000

1

49.34ft

29.40ft

1450.53ft

15.04M

8.96M

134.76M

940

560

2. The Obligation. The parties acknowledge that BC Place owes TELUS (the

Obligation ) for display 2 and display 3 described above (the Displays ) and that the Obligation will

be satisfied by

way of

the grant

of

a sole and exclusive right and licence to TEL

US

to sell advertising or

other electronic display rights on the Displays on the terms and conditions set forth herein until the earlier

of:

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(a) TELUS being paid the full amount of the Obligation subject to the adjustments as described in

section 6 below from advertising using the Displays; and

(b) ten (10) years from August

1

2012.

Any amount

of

he Obligation that has not been recovered by TELUS by July 31, 2022 shall be forgiven.

3. BC Place Responsibilities. Until satisfaction or expiry

of

the conditions described

in

section 2

above, BC Place shall be responsible to:

(a) complete brushing and prevent obstructions to the Displays from its property and repair

any wear and tear, loss, theft, destruction of, or damage to the Displays, other than that

occasioned by TELUS or any one acting on behalf of TELUS, provided that BC Place

shall have no obligation to update or upgrade the Displays;

(b) insure the Displays;

(c) provide continuous power and network access to the Displays;

(d) provide TELUS access to the Displays and equipment related to their operation, all as

may be reasonably necessary for TELUS to exercise the advertising and related rights

granted herein.

4. Advertising. TELUS shall have the right and authority, after consultation with PavCo, to

determine the prices, terms and persons to whom it wishes to sell or otherwise provide advertising rights

on the Displays provided:

(a) one 6 second full screen advertising spot based on a 54 second continuous loop rotation

will be reserved and made available for The Pepsi Bottling Group (Canada)

Co.

( Pepsi )

together with fixed signage on the Displays and with exclusivity in the non-alcoholic

beverage category free of charge

in

accordance with and until the expiry or earlier

termination

of

the sponsorship and supply agreement in effect between BC Place and

Pepsi.

(b) one 6 second full screen advertising slot based on a 54 second continuous loop rotation

will be reserved for BC Place's public service announcements and upcoming events at the

Stadium free of charge;

(c) if the length of the advertising loop on the Display is changed from 54 seconds both

Pepsi's and

BC

Place's entitlement shall be adjusted accordingly so they receive the same

effective /9th's of the advertising loop;

(d) all advertising on the Displays will be completed during the following hours: 7am to

llpm.

(e) TELUS will ensure that the Displays are operated as follows:

VPJNOI: 3067436:v9

(i) the Displays show a non-light emitting black screen from II

pm

until 7am each

day;

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(ii) the Displays are operated

in

a manner that is consistent with all applicable laws,

including laws respecting public nuisance, and are not in the discretion of BC

Place, acting reasonably, a nuisance to either BC Place or any of the persons or

facilities neighbouring the Displays;

(iii) TELUS will use reasonable commercial efforts to prevent ambush marketing

advertisements on the Displays in respect

of

those sponsors and event sponsors

which

BC

Place identifies in advance to TELUS in a notice in writing at least 30

days before any specified event; ;

(iv) TELUS will not permit advertisements which BC Place, acting reasonably,

considers offensive or may be seen as critical of or may adversely affect BC

Place, the Stadium or the Government of British Columbia; and

(v) TELUS will not permit advertisements which conflict with any subsequent

exclusive naming rights sponsor of the Stadium (in other than the information,

communications and the telecommunications category) provided BC Place

provides TELUS 180 days notice in writing of the appointment of such exclusive

naming rights sponsor;

f)

TELUS will use commercially reasonable efforts to sell advertising on the Displays and

ensure continuous displays during operating hours; and

(g) all advertising shall be sold at market rates provided BC Place and TELUS will each have

the right to acquire advertising on the Displays at the rack rate less 25%. BC Place shall

have the right to acquire such advertising only on behalf of itself and for public service

announcements or upcoming events at the Stadium.

5 Removal of Display. The parties acknowledge that the Display 2 Cambie (the Cambie

Display ) may, as a result of redevelopment activities on the West end of the Stadium, have to be

relocated or removed on or before expiry of the conditions described

in

section 2. BC Place shall advise

TELUS

in

writing as soon as reasonably possible of any requirement to relocate or remove the Cambie

Display and the Parties will co-operate and exercise commercially reasonable efforts to find a suitable

location for the Cambie Display elsewhere at the Stadium.

If

no other location at the Stadium is available

or acceptable to BC Place and TELUS, acting reasonably, theu BC Place may at its option either pay

TELUS the fair market value for the Display or direct TELUS, on behalf of BC Place, to immediately

proceed to sell the Cambie Display at fair market value. Any fair market value payment by BC Place to

TELUS for the Display and any sale proceeds, less removal costs, and applicable taxes will be applied

against any balance then owing on the Obligation. Any balance then remaining under the Obligation will

be discharged through advertising on the Display 3 Georgia subject to the limitations set forth

in

paragraph 2 above.

6

Adjustments. TELUS will by December

31

of each calendar year adjust the Obligation

for:

(a) amounts paid to TELUS during that calendar year from advertising or other electronic

display rights using the Displays (the Contributions ); and

(b) any changes

in

the inflation index maintained

by

the Bank of Canada's inflation

calculator (the Inflation Index ).

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Stadium Network

TELUS

Cost Description

Network Build Cost to buy, splice and terminate fiber and pre-paid

TELUS maintenance to December 2014. Includes cost

to install and splice fiber at the T1 Fiber Management

Frame and the cost

of

cabinets, equipment racks

and panels in each riser closet Cost to splice fiber at 12-

15

camera locations and pull PavCo coax. Cost

of

diverse fiber routes into BC Place.

Excludes 3G/4G

fiber network.

*WiFi controller credit

Sub Total

Less: TELUS contribution TELUS right to

use

799 access ports on riser switches

for WiFi traffic (see

and associated fiber/copper cabling for 20 yrs.

Appendix A)

**Performance standards and protocol to be determined.

Adjusted Sub Total $4,671,710.47

Table 3 -External Displays

External Displays TELUSCost

Description

1. Terry Fox

Cost to buy and install 3 video boards,

2. Georgia

Mitsubishi labour and controllers in T63

Media B Room.

3. Cambie

Sub Total $5,054,063.00

Less: PavCo up-front

Apply to purchase of# Terry Fox video board

capital contribution

Less: PavCo advertising

(this

contribution plus markup

amount to be discharged

and fmancing charge

in accordance with

Exhibit I to Schedule A)

I For the purposes of tills Price Schedule, all charges specified or referenced herein are based on TELUS'

costing methodologies and practices and in accordance with generally accepted accounting principles

consistently applied.

2.

In

the event an audit

by

BC Place determines that

TELUS'

cost for the Assets is less than the amounts set

forth in the above tables, the Purchase Price shall be decreased on a dollar for dollar basis by the difference

between such amounts.

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S HEDULE

EXCLUDED SSETS

WIFI COMPONENTS

Items

Quantity

27

54

108

1598

1598

799

799

35

799

799

799

250

250

799

799

799

799

2

2

4

8

Documents

Telus bill of sale for B.C. Place Stadium