Protocol Agreement

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Y:\Wdocs\clntdocs\13\0785\000\DOC\00840315.DOCX

PROTOCOL AGREEMENT

BETWEEN:

MUSQUEAM INDIAN BAND as represented by its Council

(“Musqueam”)

AND:

SQUAMISH NATION (also known as the Squamish Indian Band) as represented by its Council

(“Squamish”)

AND:

TSLEIL-WAUTUTH NATION as represented by its Council

(“Tsleil-Waututh”)

(individually a “Nation” and collectively the “Nations”)

PREAMBLE

In keeping with our ancestral matrimonial relationship, we agree to continue to protect our home and shared lands for the use of our families and members to live and create the economic benefit of those shared lands and options in home lands in use of the land, water, sea and air and its resources, food, water and air space. This is based on an inherent and common respect that has been in place between us for 10,000 years. To instate our collective authority by empowering each branch of our families of the Musqueam, Squamish, and Tsleil-Waututh Nations through trust, understanding and respect.

WHEREAS:

A. The Nations have co-existed peacefully and respectfully as neighbours for centuries;

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B. Together or individually, the Nations have used and occupied the lands and waters that constitute their respective traditional territories since time immemorial (the “Traditional Territories”);

C. The Nations have shared the use and occupation of portions of the Traditional Territories since time immemorial;

D. The Nations have experienced negative impacts and consequences as a result of the expansion of non-aboriginal societies into the Traditional Territories;

E. The expansion of non-aboriginal societies has resulted in the alienation of lands and resources, the denial of rights and powers over these lands and resources, the negation of heritage and culture, and significant economic hardships for all the Nations;

F. The Nations wish to change the recent historic patterns and to create mutual benefits forthe Nations.

G. This Protocol Agreement will continue to allow the Nations to build upon the strong family and cultural relations that have always existed between one another and for the Nations to create a sustainable future guided by the strong cultural values inherited by theNations.

H. It is the desire of the Nations to continue to work in a cooperative and mutually supportive manner in order to take advantage of economic opportunities, establish a clear Musqueam, Squamish and Tsleil-Waututh presence in their combined Traditional Territories, and protect their respective aboriginal rights and title.

I. This Protocol Agreement reaffirms the cultural protocols that have governed the relationship of the three Nations since time immemorial and will continue to build on the bridge that the Nations have walked over and will continue to walk over together, into a future guided by traditional values, while creating dynamic social and economic success and benefit to the Nations. It will also allow the Nations to make choices and define how the Nations as Salish people want to move forward in the society that they live in today, while creating proud legacies and relations that will create a positive impact for their next generations.

NOW THEREFORE the Nations agree as follows:

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1. Purpose of this Agreement

1.1 The purpose of this Agreement is to establish a mechanism to permit the Nations to:

(a) identify opportunities of mutual interest;

(b) share information;

(c) conduct broad discussions on the implications of various opportunities and methods for addressing those opportunities;

(d) coordinate responses and initiatives;

(e) better take advantage of economic opportunities; and

(f) make decisions jointly and implement those decisions together.

1.2 It is the further purpose of this Agreement to allow the Nations to express their mutual respect for each other’s historic presence in the Traditional Territories and to permit the Nations to obtain a better understanding of each other’s communities. It will also allow each Nation as an individual Nation, to re-connect to the strong family relations and cultural ties that have always existed between the Nations and it will also allow each Nation individually, and together with the other Nations, to move forward in a positive manner that is mutually respectful and mutually beneficial to each Nation.

2. Working Group

2.1 The Nations agree to establish a working group (the “Working Group”) comprised of up to two representatives from each Party (the “Representatives”).

2.2 The Representatives will be appointed by their respective Councils.

2.3 Representatives of the Working Group will be provided with a mandate to:

(a) raise and discuss opportunities of mutual interest;

(b) obtain and share information in relation to these opportunities;

(c) seek technical advice;

(d) discuss methods for addressing these opportunities in a mutually beneficially manner;

(e) develop comprehensive plans for addressing these opportunities, including time frames, and methods for meeting the objectives of this Agreement; and

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(f) make recommendations to their respective Councils for proceeding in a unified approach.

2.4 The Working Group may establish committees or appoint individuals to undertake specific tasks.

2.5 Each Nation will appoint a co-chair who will alternately chair each meeting unless otherwise agreed by the Representatives.

2.6 The Co-chairs will be responsible for confirming the date, time, venue and agenda for each meeting.

2.7 The Working Group will make recommendations to the Councils of the Nations by consensus. The Nations will decide whether to implement the recommendations of the Working Group.

2.8 The Working Group may, if the Nations agree, seek technical assistance on any issue.

2.9 Each of the Nations will identify a spokesperson on an issue by issue basis to deal with media and community information sharing. The Nations may issue joint statements and press releases and, if a Nation decides to issue statements and press releases on its own, it will make reasonable efforts to coordinate their issue and contents with the other Nations and give prior notice.

3. Sharing Arrangements

3.1 The Nations acknowledge that, as described on the maps referenced in the Statements of Intent filed by the Nations with the B.C. Treaty Commission, certain lands within the respective Traditional Territories of each of the three Nations overlap and wish to have these overlap lands considered a shared area (“Shared Area”) of the Nations, which Shared Area is shown in cross hatching on the map attached as Schedule “A”.

3.2 The Nations agree to share equally in the economic benefits and development opportunities in relation to the properties listed in Schedule “B” of this Agreement which are properties that are the subject matter of joint negotiations currently being held by the Nations with the provincial and federal governments. The sharing arrangements under this section 3.2 are subject to section 3.4 of this Agreement.

3.3 If the federal or provincial governments (including any Crown agencies) wish to dispose of (including by way of lease) or develop any other lands in the Shared Area that gives rise to a duty to consult, the Nations agree to share equally in the economic benefits and any development opportunities that may be associated with those lands. The sharing arrangements under this section 3.3 are subject to sections 3.4, 3.5 and 3.7 of this Agreement.

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3.4 The equal sharing of economic benefits contemplated in sections 3.2 and 3.3 will be the equal sharing of the net economic benefits. Net economic benefits means the economic benefits after all costs the Nations have agreed to share equally are paid. In addition, the development opportunities in sections 3.2 and 3.3 are subject to each Nation making an equal contribution to the costs of the development opportunities. For certainty, a Nation that decides not to make such a contribution at the time made by the other Nation or Nations shall not be entitled to share in such development.

3.5 One or more of the Nations may advise the other Nation or Nations that it or they have a special interest in a particular property within the Shared Area that they wish to use or develop to the exclusion of the other Nation or Nations. In such a case the Nations will enter into good faith negotiations in order to attempt to reach an agreement that will result in that Nation or those Nations not obtaining that property having its or their interest in the property addressed appropriately, which may result in compensation. Any disagreement on this issue will be resolved pursuant to section 8.

3.6 Each Nation agrees that it will use reasonable efforts to discuss sharing economic opportunities within its traditional territory but not located within the Shared Area with the other Nations but it will not be required to come to any agreement to do so.

3.7 This Agreement will not include any lands within the Shared Area for which any of the Nations are in current negotiations with the federal or provincial governments, including any Crown agencies, (the “Excluded Lands”) other than those lands set forth in Schedule “B” unless the Nation in question is willing to include those lands under the Agreement. A list of the Excluded Lands is attached as Schedule “C” and may only be amended by agreement of all the Nations.

3.8 Lands that one Nation wishes to include in Schedule “C”, but the other Nations are also in discussions with the Crown on these same lands will be deemed lands for further discussion between the Nations and will be listed in Schedule “D”.

4. Funding and Costs

4.1 The Nations agree to attempt to secure funding for joint economic development initiatives taken under this Agreement independently of the general funds of the Nations.

4.2 Any funds obtained under section 4.1will be shared equally between the Nations.

4.3 All costs for such initiatives are to borne equally between the Nations subject to any specific agreement to the contrary.

5. Information Sharing

5.1 The Nations will share written and other information bearing on any issue being discussed by the Working Group.

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6. Communications and Confidentiality

6.1 Subject to section 6.2, all matters being dealt with by the Working Group are to be treated as confidential until such time as the Working Group declares otherwise.

6.2 The Nations may, by mutual agreement and respective Council approval, release information to the public at any time.

6.3 Positions taken jointly by the Nations will be made public on letterhead containing all Nations’ logo and authorized by a person or persons from each Party designated by the Working Group or by their respective Councils.

7. Termination

7.1 This Agreement may only be terminated with the written consent of all the Nations.

8. Dispute Resolution

8.1 The Nations will use their best efforts to resolve all disputes between them by direct discussions prior to referring matters to dispute resolution.

8.2 Should an impasse be reached in discussions held under section 8.1, the Nations will endeavor to pursue an agreed-to form of dispute resolution. In the absence an agreed-to form of dispute resolution, disputes will be resolved by arbitration by three arbitrators under the British Columbia Arbitration Act with each Nation appointing one arbitrator unless the Nations jointly appoint one arbitrator.

8.3 The agreed-to form of dispute resolution referred to in section 8.2 will be established by agreement of all the Nations and may include reference to a body of elders, conciliation or mediation. The dispute resolution process may vary depending upon the issue.

8.4 Nothing in this Agreement will prevent the Nations from dealing with opportunities while an issue is being addressed in the dispute resolution process.

9. Interpretation of this Agreement

9.1 The Nations acknowledge and agree that all possible claims against Canada and BritishColumbia of any nature and kind in respect of Aboriginal title and rights shall remain unchanged and unaffected by this Agreement and any subsequent arrangements made pursuant to this Agreement.

9.2 Notwithstanding any other provision in this Agreement, the Nations acknowledge and agree that no provision of this Agreement, or any communications, negotiations or consultations between the Nations in respect of either this Agreement or any subsequent arrangements made pursuant to this Agreement, shall in any way prejudice, limit or derogate from:

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(a) the Aboriginal title and rights, including any claims or interests of any Nation or their respective members against the Crown, or any other party;

(b) any rights to, or benefits of, consultation, accommodation, compensation, negotiation or discussion with any person, other than the Nations hereto, arising from the claims, rights or interests of the Nations; and

(c) future participation in any Aboriginal and claims negotiations or self-government negotiations, claims, assertions or agreements affecting or relating in any way the Nations or their respective members.

9.3 The Nations further acknowledge and agree that no provision of this Agreement, or any communications, negotiations or consultations between the Nations in respect of either this Agreement or any subsequent business arrangements shall be taken, in any way, as an affirmation by any Nation of any Aboriginal rights or title on the part of any other Nation.

9.4 This Agreement is intended by the Nations to be legally enforceable.

10. Amendments

10.1 Except as otherwise provided, this Agreement may only be amended by agreement in writing by the Nations.

11. Approvals

(a) Each of the Nations hereto warrant and represent that it has full legal power, capacity and authority to enter into this Agreement for itself and on behalf of all its members and to carry out its obligations hereunder.

(b) Each of the Nations hereto warrant and represent that:

(i) this Agreement has been duly authorized, executed and delivered by them and is a legal, valid and binding obligation enforceable in accordance with its terms; and

(ii) no consent, approval or authorization of, or declaration, filing or registration with, any person or entity is required to be obtained or made in connection with the execution, delivery and performance of this Agreement.

(e) This Agreement may be executed and delivered by electronic transmission and in counterparts, each of which will be deemed to be an original, but all of which together will constitute a single instrument.

12. General

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12.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or other legal entity of any kind, or as imposing upon any Nation any duty, obligation or liability as a partner or joint venture except as expressly provided herein. No Nation shall have the ability to bind the other Nations as agent or otherwise.

12.2 This Agreement sets out the entire agreement of the Nations on the matters expressly covered by it and replaces any earlier agreements relating to such matters including the Federal Properties Collaboration Agreement dated June 25, 2012 dealing with the federal lands described in Schedule “B” except that the Nations confirm the Joint Declaration attached to that Collaboration Agreement.

12.3 This Agreement shall enure to the benefit of and be binding upon the Nations hereto and their respective successors and permitted assigns.

12.4 Any notice, direction, payment or any or all material that a Nation may be required or desire to give or deliver to the other Nations or another Nation shall be in writing and shall be given by personal delivery, by facsimile, by mailing or by courier, in each case addressed to the intended recipient as follows:

(a) To the Musqueam Indian Band:

Chief Wayne Sparrow6735 Salish DriveVancouver, BC, V6N 4C4

Phone: 604-263-3261Facsimile: 604-263-4212

(b) To the Squamish Nation:

Chief Ian CampbellSquamish Nation320 Seymour Blvd.North Vancouver, BC, V7J 2J3

Phone: 604-980-4553Facsimile: 604-980-9601

(c) To the Tsleil Waututh Nation:

Tsleil Waututh NationChief Maureen Thomas3075 Takaya DriveNorth Vancouver, BC, V7H 3A8

Phone: 604-924-4186

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Facsimile: 604-929-4158

or such other address or addresses as a Nation may, from time to time, designate in writing.

IN WITNESS WHEREOF the Nations hereto have executed this Agreement as of the 3rd day of March, 2014.

MUSQUEAM INDIAN BAND

Per: _________________________________________________Chief Wayne Sparrow, for and on behalf of the Musqueam as represented by its Council

SQUAMISH NATION

Per: __________________________________________________Krissy Jacobs, Council Co-Chair, for and on behalf of the Squamish Nation as represented by its Council

__________________________________________________Byron Joseph, Council Co-Chair, for and on behalf of the Squamish Nation as represented by its Council

TSLEIL WAUTUTH NATION

Per: __________________________________________________Chief Maureen Thomas, for and on behalf of the Tsleil Waututh Nation as represented by its Council

___________________________________________________Councilor

____________________________________________________Councilor

____________________________________________________Councilor

____________________________________________________Councilor

____________________________________________________Councilor

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Schedule B

List of provincial and federal properties

Provincial Lands

Name Address MunicipalityLegal Descriptions

PID Ministry

Seven Lots on Main

Barrow Street (Barrow and Main)

N. Vancouver

Lot A Blk 40, DL 204, Group 1, NWD, Plan EPP30891 Except Plan EPP30892

029-107-318

MOTI

526 W. 24th Street

526 W. 24th Street N. Vancouver

Lot 22 Blk 211A, DL 544, Group 1 NWD Plan 1364, Except: Firstly: Part Dedicated Rd on Plan LMP23631; Secondly: Part Dedicated Rd on Plan LMP37314

014-747-065

MOTI

#10 Periwinkle Place

#10 Periwinkle Place

Lions BayLot 1 Blk B, DL 1575, Plan 18530

007-164-572

MOTI

Lot 50 Kelvin Grove Way

Kelvin Grove Way Lions Bay

Lot 50, Blk B, DL 1575, Group 1, NWD, Plan 18530, Except Part Dedicated Rd on Plan BCP42222

007-166-435

MOTI

Nordel RoW (Weigh Scale)

8100 Nordel Way DeltaPart plan NWP73156

NA (part of highway RoW)

MOTI

Nordel RoW (Boomerang 6)

8099 Nordel Way Delta

Pcl A (Ref plan BCP2178) DL 437 GP 2 NWD as Dedicate Rd on Plan 73156

NA (part of highway RoW)

MOTI

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Name Address MunicipalityLegal Descriptions

PID Ministry

Nordel RoW (Boomerang 7)

8099 Nordel Way DeltaPart plan NWP73156

NA (part of highway RoW)

MOTI

9568 Burns Drive

9568 Burns Drive Delta

Lot 2, Section 4, Township 4, NWD, Plan 24717

009-206-281

MOTI

1005 Ewen Avenue

1005 Ewen AvenueNew Westminster

Plan BCP41510, District Lot 757, Group 1, New Westminster Land District, CLOSED ROAD

027-967-085

MOTI

520 - 21st Street

520 - 21st StreetNew Westminster

Part of Lot 54, Plan LMP3717, DL 172, Group 1, NWD, Plan 3103, Except Plan 19717

018-115-756/Part ROW (in process of resolving title issue but will be a few months)

MOTI

502-20th Street

502-20th StreetNew Westminster

Lot 57, Plan NWP43169, DL 172, Group 1, NWD, Except Plan 67172, 72327, BCP40857

000-637-157

MOTI

1050 Boyd Street

1050 Boyd StreetNew Westminster

Plan BCP41511, District Lot 757, Group 1, New Westminster Land District, CLOSED ROAD

027-967-140

MOTI

2201 and 2205 Marine Drive

2201 and 2205 Marine Drive

New Westminster

Lot 23, Block 2, Plan NWP2974, District Lot 172, Group 1, New Westminster Land District, Except Plan BCP38670

010-744-240

MOTI

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Name Address MunicipalityLegal Descriptions

PID Ministry

Parcel A, Plan BCP41509, District Lot 172, Group 1, New Westminster Land District, (REFERENCE PLAN BCP41509); DEDICATED ROAD ON STATUTORY RIGHT OF WAY PLAN 71501

027-982-114

Manor Street

5455 Manor St

Burnaby

Lot 26, Ex Part on SRW Plan 26541 Blk 19 DL 74 Group 1 NWD Plan 2603

013-770-799

MOTI5467 Manor St

Lot 25, Ex Part on SRW Plan 26541 Blk 19 DL 74 Group 1 NWD Plan 2603

013-770-781

5479 and 5491 Manor St

Lots 23 and 24, Ex Part on SRW Plan 26541 Blk 19 DL 74 Group 1 NWD Plan 2603

013-770-756 and 013-770-764

Woodsworth Street

6051 Woodsworth Street

Burnaby

Lot 1, Blk 8, DL 76, Group 1 NWD, Plan EPP34828

029-192-226

MOTI

Hardwick Street

6050 Hardwick Street

BurnabyLot 1, DL 76, Group 1 NWD, Plan EPP34827

029-192-170

MOTI

#4 RoadNo 4 Road and

Tuttle AveRichmond

Lot A Except: Part on SRW Plan 22045; Section 27 Blk 5, North Range 6 NWD Plan 14909

004-229-487 MOTI

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Name Address MunicipalityLegal Descriptions

PID Ministry

Lot C Except: Portions on SRW plan 22045; Section 27 Blk 5, North Range 6 NWD Plan 15919

004-229-550

Lot B Except: Part on SRW Plan 22045; Section 27 Blk 5, North Range 6 NWD Plan 14909

014-343-835

Lot D Except: Portions on SRW plan 22045; Section 27 Blk 5, North Range 6 NWD Plan 15919

014-399-831

Mulgrave Property

Cypress Bowl West Vancouver

N/A N/A MOTI

Terminal Forest

Foreshore lots DL 7123 and and DL 2761 Group 1 New Westminster District on Mitchell Island

Richmond

DL 7123 Group 1 NWD

N/A FNLRO

DL 2761 Group 1 NWD

Brunswick Point - Phase 3 - Other Lands

2349 52nd Street; 6205 28th Avenue; 3130 64th Street

Delta

Rem NW4, Sec 15, Tp 5, NWD, Except Part Subdivided by BCP38061

009-189-386

FNLRO

Sout Half of Lot 6, Except part in Plan LMP41835, DL 113, Group 2 NWD, Plan NWP3264

010-315-012

Rem Pcl A(Explanatory Plan 30794) Lot 13 Sec 24, TP 5, NWD Plan 25196, Except: Pcl One (Ref plan 38003); Part Subdiivided by Plan BCP38045 and

008-728-950

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Name Address MunicipalityLegal Descriptions

PID Ministry

Part Plan EPP783

Ambulance Station

1317 Richards Street

VancouverLots 35 and 36, Blk 114, DL 541, Plan VAP210

012-594-091015-495-523

MTICS

LDB -Vancouver

3150/3200/3260 E.Broadway

Vancouver

Lot 6 of the South Half of Section 27, Town of Hastings Suburban Lands, Plan 9568

003-021-050

MTICS

Willingdon3405 Willingdon Avenue

Burnaby

Lot 1, DL 71, Group 1 NWD, Plan LMP12752, Except: Plan EPP6303

018-811-337

MTICS

West Vancouver Community Health Centre:

PID: 024-158-259, Lot 1 District Lot 775, Group 1, New Westminster District Plan LMP 38133.

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Federal Lands

Jericho:

PID: 010-592-695 – Block B, Except part in Ref. Plan 5065, DL 176, Plan 7615

Fairmont:

PID: 015-991-512 Block 838 (Reference Plan 736), Group 1, New WestminsterDistrict except the South 300 feet (see 208823L), District Lot 526;

PID: 015-991-466 The South 300 feet (see 208823L) of Block 838 (ReferencePlan 736) District Lot 526; and

PID: 009-958-461 Lot “A” (Reference Plan 3733), Block 839, District Lot 526, Group 1, New Westminster District, Plan 6431

West Vancouver:

PID: 015-993-757 Block 16, (Ref Plan 9738) DL 582, Group 1, New WestminsterDistrict

PID: 009-728-481 Lots 13, Block 7, DL 559 & 582, Plan 9219, Group 1, NewWestminster District

PID: 009-728-490 Lots 14, Block 7, DL 559 & 582, Plan 9219, Group 1, NewWestminster District

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Schedule C

List of Excluded Lands

Musqueam

1. Lands impacted on by the proposed Translink Line to UBC.

2. Lands within the University Endowment Lands.

3. Lands being developed by Holborn Properties at Little Mountain in Vancouver

Squamish

1. The former Blair Rifle Range lands

Tsleil-Waututh

1. The former Blair Rifle Range lands.

2. The Maplewood lands.

3. Lands along Indian River Road.

4. The former Inlailawatash I.R. 4 lands at the mouth of the Indian River.

5. The Admiralty Point lands.

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Schedule D

List of Lands for Further Discussion of Sharing Arrangements

1. Jericho Provincial Lands