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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
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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
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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
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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
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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
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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
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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
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Quantity
6
Quantity
14
14
5
5
5
5
A 1
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IS O ORE NETWORK EQUIPMENT
Purchase Order
Sales Order
Orderi
Product Description
T360015
50618782
MP24797619
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Quantity
2
2
2
2
2
2
2
2
2
6
4
8
8
2
4
_
120
6
70
70
70
A 2
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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
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roduct
Description
Quantity
140
140
140
30
30
1
200
200
A 5
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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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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
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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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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
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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
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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
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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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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
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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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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
Software Application support
support from I
IPcelerate IPSession
Hardware support?
A 15
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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
Software Application support
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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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
ChiefMounts 50 CMA105
4 CEILING PLATE W 1 1/2 NPT
ChiefMounts 41 CMA115
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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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
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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
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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:
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(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