-2-

namely Lot 2, Block 2 of District Lot 13232, New Westminister
District, and known municipally as 1915 Pitt River Road, Port
Coquitlam, British Columbia, (hereinafter called "the premises").

3. Obligations of the City

3.1 The City shall not sell the premises during the term of this
Agreement and shall ensure that Representatives of Canada and
Prairie Pacific Consulting Ltd., its employees and agents, shall
have access to the premises at all times.

3.2 Neither Canada, nor Prairie Pacific Consulting Ltd. shall be
responsible for any losses, claims, damages, actions, causes of
action, costs and expenses that the City may sustain, incur, suffer,
or be put to, arising directly, oF indirectly as 4 result of
reliance by the City in whole or in part upon gratuitous advice
given to the City by any person employed or engaged by Canada, OF
employed or engaged by Prairie Pacific Consulting Ltd.

3.3 Upon receipt of invoices prepared by Prairie Pacific Consulting
Ltd., the City shall pay to Prairie Pacific Consulting Led. on April
2, 1984, and at quarterly intervals thereafter, one quarter of the

City's share as deseribed in Schedule A.

3.4 The City shall permit Canada to prepare, erect and maintain on
or about the premises, until the completion of the Project, 4 sign
or signs identifying the Project and Canada's and the City's
participation in the Project.

3.5 The City will cooperate with Prairie Pacific Consulting Ltd. to
carry out the Project to gather the information needed to prepare
reports on the implementation and effectiveness of the Project.

3,6 The City shall indemnify and save harmless Canada ard Prairie
Pacific Consulting Ltd. from and against all losses, claims,
damages, actions, causes of action, costs and expenses that Canada
may sustain, incur, guffer, or be put to that arise directly, oF
indirectly fran the Project, inmeluding, without Limitation, its
operation, raintenance or repair.

3.7 The City will ensure that the agents and employees of Pre? sie
pacific Consulting Ltd. are covered under the City's Employees’
Liability Insurance Policy.

4. Obligations of Canada

4.1 Subject to the appropriation of funds by Parliament for the
Project and to the faithful performance of the City of its

Pats