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 TELUS 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
- 1VANOl: 3067436: v9

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Page 1 of 34

party or parties thereto, unless such consent has been given. Where any such consent has not been given,
TELUS will:
(a)

continue to hold such Current Agreement as bare trustee for the sole benefit of BC Place
and will deal with such Current Agreement strictly in accordance with instructions
provided by BC Place;

(b)

continue to use commercially reasonable efforts to secure such consent and, upon
receiving such consent, will, together with BC Place, execute and deliver any additional
documents, or take any additional steps, reasonably requested by BC Place to evidence
the assignment of such CmTent Agreement to BC Place.

2.

Representations and Warrants

2.1

TELUS hereby covenants, warrants, represents and agrees with BC Place that:

3.

(a)

TELUS has good right to sell, assign, transfer and set over the Assets and the Current
Agreements subject, where applicable, to obtain all consents for the Current Agreements
in accordance with section 1.3, and to all and every part of them, to BC Place;

(b)

TELUS' cost of the Assets is as set forth in Schednle B;

(c)

the Assets are free and clear of all liens, charges and encumbrances of every nature and
kind whatsoever;

(d)

BC Place shall and may from time to time, and at all times hereafter, peaceably and
quietly have, hold, possess and enjoy the Assets and the Current Agreements without any
manner of hindrance, interruption, molestation, claim or demand whatsoever of, from or
by TELUS, or any person claiming through TELUS; and

(e)

TELUS shall and will from time to time, and at all times hereafter, upon every reasonable
request of BC Place, make, do and execute, or cause or procure to be made, done or
executed, all further acts, deeds, and assurances, for the more effectual sale, assignment,
transfer and assurance of the Assets and the Current Agreements to BC Place as shall be
reasonably required by BC Place.

Payment of Purchase Price

3.1
The Purchase Price will be paid by BC Place to TELUS within two business days of the
execution of this Bill of Sale.
4.

Warranties

4.1
For equipment manufactured by Cisco Systems, Inc. or its affiliates ("Cisco"), Avaya Canada
Corp. or its affiliates ("Avaya") or Siemens Enterprise Commnnications Inc. or its affiliates ("Siemens"),
and provided that TELUS has installed snch eqnipment, TELUS will provide the services described
below, during the TELUS Warranty Period specified below. These services are referred to as the "TELUS
Warranty".

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Manufacttlre~ . War~anty 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 TELUS 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.

Audit 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
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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.

Arbitration and Exception

6.1
Arbitration. In 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
Assi~mment. 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.

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7~6

Noli~.

All notices necessary llndcr this Bill of Sale shall OC given 111 \Hitin!!. and dther
pcrsnn:tlly delivered, or sent by rcg.istcrcd mail (lffitc<imik:
!1> BC Place. at:

B.C. Pnvilion Corpornrion

77.7 Pacific Boulevard
Vnneouvcr, British Columbia. V6BAY8
Attention:
General Mnnager
Facsimih::
(604) 661-.3412.
to TELUSm;

TEL US Cmnmuni~ation> Company

3777Kingsway
l:lurnab). British Columbia, V5H 3Z7
Anemion:
Lcg;JI Collli~l
Fncsimilc:
(604) 435~5650
Notices, il"pcrsoimlly delivered or sent by fac$imih; will he deemed tohllvc been received th~.iromo dny,
or, il' scm by rcgistcn:d mnil,will be decmd t\> hnw been ii>cci~cd4 dnys(cxdudi~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
nnd pcrmittctl nssigns:

~ucccs5ors

Coun'tcrgarts. 'Thi,s Bill {lfSntc mns be .:xcculed in countcrpnris, .~nch of whi<:h. when executed
and delivered {by facsimile, e-mnil, or otherwise), will be <ll':<'ntcd to be. :u1 original. und nil of which.
together, will constitute one und tho: same document.

7.S

IN WITNESS WHEREOF TELUS und BC Place have licretmto executed this Oil!
of July.-- :20.12.. with ciTcct. ns of the 1." day of Octobcr.20 .I I. .
.
'

or Snlc thi, 3 I" Jnv

.

TELliS COi\'iMu'NICATIONS COl\'.IJ>ANY

l'cr:

~Z!JC=

Authori::.~d Siguatory

B.C. Pt\ VI LION CORI'O.RATION

Per:

FOI BCPC-285
Page 6 of 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, V6B 4Y8
Attention:
General Manager
Facsimile:
(604) 661-3412
to TELUS at:
TELUS Communications Company
3777 Kingsway
Burnaby, British Columbia, V5H 3Z7
Attention:
Legal Counsel
(604) 435-5650
Facsimile:
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:

Authorized Signatory

B.C. PAVILION CORPORATION

Per:

Authorized Signatory

~~c:J~A~

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SCHEDULE A
CISCO CORE NETWORK EQUIPMENT
Purchase Order

4502362383

Sales Order

50872859

OrderiD

MP25380929
Quantity

Product Description
s15, s17

I
I

6
I

CISCO CORE NETWORK EQUIPMENT

Purchase Order

T360018

Sales Order

50618708

OrderiD

MP24809422

Product Description

Quantity

s15, s17

140
140
50
50
50
50

A-1
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Page 8 of 34

CISCO CORE NETWORK EQUIPMENT

Purchase Order

T360015

Sales Order

50618782

OrderiD

MP24797619

Product Description
s15, s17

Quantity

2
2
2
2
2
2
2
2
2
6
4
8
8
2
4

_,

'

120
16
70
70
70

A-2
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Product Description
s15, s17

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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Product Description
s15, s17

Quantity
1
100
100
100
100
387
387
2
1
1

200
1
1
1

2
1

140
140
140
1
1
2
1
1

1540

A-4
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Product Description
s15, s17

Quantity
I
I
140
I
I

I
I
I

140
I

I
140
I
I
30
I

30
10
I
I

I
I

200
200
I

A-5
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Product Description

Quantity

s15, s17

I
I
I

200
200
3
3
I
I
I
I

1215
I
I
I
I
I
I
I

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CISCO STADIUMVISION EQUIPMENT

Purchase Order

T359957

Sales Order

50625861

OrderiD

MP24925443

Product Description
s15, s17

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 Description

Quantity

s15, s17

I
I
I
I
I
I
I
I
I
I
I
I
I
4
I
I
0
0
48
2
2
2
2
I
2

A-8
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Product Description
s15, s17

Quantity

4
I
2
2
5
5
I

24
2
I
I
I
I
I
I
I
I
2

4
I
2
2
2
I
I

A-9
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Product Description
s15, s17

Quantity
I
2
2
2
2
2
2
2
2
4
2
2
II
50
50
50
50
50
50
50
50
50
50
50
50

A-10
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Product Description
s15, s17

Quantity
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50

A-ll
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FOI BCPC-285
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Product Description
s15, s17

Quantity
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50
50

A-12
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Product Description

Quantity

s15, s17

50
50
50
50
50
50
50
50

IPCELERATE I IPSESSION PAGING SOFTWARE AND SERVERS

Part#

Product Description

Qty

L
IPsession Paging Application 500 IP Phone
licenses C-;ifh oetlundancy)
' ,;1
-----~-------~-~~~-~~-~---==----~~- ~~---

s15, s17

--~--h---~--~~~cl

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

!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
place a 2 in Qty cell.)

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

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

(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.
International installation will be determined on a case by case basis.
Contact IPcelerate Sales Director or Professional Services for quote.

s15, s17

A-13
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Product Description

Pa11#

Qty

s15, s17

4
2
3

MAINTENANCE

--

IPSMAINT

------ Tluee Years Software Mailltenance (qty 1 equals 3 years)

IPSMAINT

Two Years Software Maintenance (qty I equals 2 years)

IP SESSIONS SERVERS
2 DHCP Servers (for Cisco Network Registrar)

SKU

Description

Mfr. Part#

s15, s17

Manufacture Detailed
Description

Qty
2

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2 DHCP Servers - Support costs

Description
Software Application support

Mfr. Part#
s15, s17

Support Costs

Qty

SWAPP SUPPNwk Reg 7.1, base

license (for 5 years)

SWAPP SUPP Nwk Reg 7.1, add

5K (for 5 years)

2 1P Session Servers

SKU

Description

Mfr. Part#

Manufacture Detailed
Description

s15, s17

Qty
I

2 1P Session servers - Support costs

Description

Mfr. Part#

Software Application support

Support Costs

Qty

5 Years software
support from
IPcelerate!IPSession

Hardware support?

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2 Cisco WCS Servers

SKU

Description

Mfr. Part#

Manufacture Detailed
Description

Qty

s15, s17

2 Cisco WCS Server- Support costs

Description
Software Application support

Mfr. Part#
s15, s17

Hardware support?

Support Costs

Qty

SW APPSUPP+
UPGR WCS Base
Licenses for 500 APs

SWAPP SUPP+
UPGR WCS Top Level
SKU for AP capacity
option

SWAPP SUPP+
UPGR Cisco WCS
PLUS Upgrade

10

MCS-7825-14-IPCI

s15, s17

MCS-7825-14-IPCI

s15, s17

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INTERNAL SCREENS
Equipment- 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

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 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/DVID/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

UN65D8000YFXZA

65" 3D LED HDTV

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Professional Services- Original Order

TELUS

52

10043

Custom Mount

TELUS

206

10043

Custom Pipe

TELUS

10043

Installation- CaTECH Quote v2 2011 05 10

TELUS

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<T, BLACK

ChiefMounts

LTMU

LARGE, HEIGHT ADWSTABLE, TILT MOUNT

Peerless

18

ACC556

Cathedral ceiling adapter

Peerless

FPE47F-S

INDOOR PROTECTIVE ENCLOSURE

ChiefMounts

62

LTAPU

PROJECT INSTALL, PORTRAIT MOUNT

ChiefMounts

12

MSMVU

FUSION PULL OUT MEDIUM

ChiefMounts

40

MTAPU

MEDIUM PORTRAIT MOUNT

Samsung

UN65D8000YFXZA

3d 65" LCD display

Professional Services- Change Order

TELUS

10043

Miscellaneous Materials Charges- Cavco Flying

Mount Q22083.00

TELUS

10043

Miscellaneous Materials Charges- Millwork on suites

Q22083.01

TELUS

22

10043

Miscellaneous Materials Charges- CaTECH

.installation of additional displays

TELUS

160

WENG

CPS Engineering

TELUS

100

PM

Project Management

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Equipment- Change Order

Samsung

LH40CSPLBC/ZA

Samsung 400DX-3 LCD Display

ChiefMounts

LTAPU

PROJECT INSTALL, PORTRAIT MOUNT

ChiefMounts

CMA372

Unistut Ceiling Adapter

Samsung

LH32HBPLC/ZA

Sasung 320MP LCD display

Professional Services- Change Order

TELUS

10043

Miscellaneous Materials Charges- Balko FR-ENCO55 (CaTech)

TELUS

10043

Miscellaneous Materials Charges- Batko FR-ENCO32 (CaTech)

TELUS

10043

Miscellaneous Materials Charges- Balko FSP-ENCO01 Ceiling Adapter (CaTech)

TELUS

10

10043

Miscellaneous Materials Charges- Installation of

Displays (CaTech)

TELUS

40

WENG

CPS Engineering

TELUS

40

PM

Project Management

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/DVID/CVBS/HDMI, colour: Black

Equipment- Change Order

Samsung

Professional Services- Change Order

TELUS

10043

Miscellaneous Materials Charges - Custom millwork

on 2 suite doors

TELUS

17

10043

Installation of Displays (CaTECH)

TELUS

40

WENG

CPS Engineering

TELUS

40

PM

Project Management

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Equipment- Change Order

Sam sung

LH46CSPLBC/ZA

460DX-3 40" LCD Display

ChiefMounts

39

MTAU

MEDIUM TILT MOUNT UNIVERSAL

Samsung

LH40LBPLBC/ZA

40" Dual Mode XPe Network TFT-LCD with 120Hz

LED BLU,I920 x 1080, brightness:450,10,000:1
(D/C), Connection: 15 pin D-Sub/9 pin D-SubillVID/CVBS/HDMI, colour: Black

ChiefMounts

LTAPU

PROJECT INSTALL, PORTRAIT MOUNT

Professional Services- Change Order

TELUS

22

10043

Miscellaneous Materials Charges - Installation of

existing monitors by CaTECH

TELUS

40

WENG

CPS Engineering

TELUS

40

PM

Project Management

Equipment- Spares
Samsung

LH32HBPLBC/ZA

320MP-3 32" Commercial LCD Display

Samsung

LH40LBPLBC/ZA

40" Dual Mode XPe Network TFT-LCD with 120Hz

LED BLU,I920 x 1080, brightness:450,10,000:1
(D/C), Connection: 15 pin D-Sub/9 pin D-SubillVID/CVBS/HDMI, colour: Black

Samsung

LH40GWPLBC/ZA

400UX-3 40" LCD Display

Samsung

LH40CSPLBC/ZA

400DX-3 40" LCD Display

Samsung

LH46GWPLBC/ZA

460UX-3 46" LCD Display

Samsung

LH46CSPLBC/ZA

460DX-3 40" LCD Display

Sam sung

LH55CSPLBC/ZA

550DX 55" LCD Display

Samsung

UN46D7000LFXZA

46" 3D LED HDTV

Samsung

UN65D8000YFXZA

65" 3D LED HDTV

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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
Display 1

Display 2

Display 3

Terry Fox Plaza

Cambie

Georgia

MODEL No.

AVL-ODT10

AVL-ODT16

AVL-ODT-16

TECHNOLOGY

SMD

SMD

SMD

CONTROLLER

XDC-6000

XDC-6000

XDC-6000

DISPLAYQTY

Feet High

29.40ft

49.34ft

49.34ft

Feet Wide

49.34ft

29.40ft

29.40ft

Total SQF

1450.53ft

1450.53ft

1450.53ft

Meters high

8.96M

15.04M

15.04M

Meters Wide

15.o4M

8.96M

8.96M

TotalSQM

134.76M

134.76M

134.76M

Resolution High

896

940

940

Resolution Wide

1,504

560

560

TYPE

s21, s17

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 TELUS 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 the 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:

(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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TELUS will provide BC Place with a written report within thirty (30) days following December 31 of
each year detailing the adjustments made to the Obligation in accordance with this section 6. By way of
example only, the following describes how adjustments to the Obligation will be calculated:
Yl 2012: Obligation=
Y2 2013: Obligation=
Inflation Index)

s21, s17

s21, s17

less Contributions (the "Adjusted Balance") x (I+ 2013

Y3 2014: Obligation= Adjusted Balance for 2013 less Contributions x (I+ 2014 Inflation Index)
Y4 2015: Obligation
Index)

= Adjusted

Balance for 2014 less Contributions x (1 + 2015 Inflation

7.
Purchase. BC Place shall have the right to discharge the Obligation and terminate the rights of
TELUS hereunder by paying the outstanding amount of the Obligation as calculated above at any time on
30 days prior written notice to TELUS. In the event BC Place elects to discharge the Obligation prior to
December 31 in any calendar year, the Obligation shall be adjusted to reflect all Contributions received or
receivable up to the date of discharge of the Obligation.
8.
BC Place Suspension of Services for International or National Events. TELUS acknowledges
that the Stadium may occasionally host international or national events whereby the terms of the
agreement imposed on BC Place require that the Displays are not operational during such event and all of
TELUS' rights and obligations related to the operation of the Displays be temporarily suspended during
such event. In such event if BC Place temporarily suspends TELUS' right to use the Display and gives
TELUS at least 180 days notice, the Parties shall cooperate and agree on a suitable method and time
period for suspending the operation of the Display and BC Place shall at its own cost and immediately
following expiry of the applicable period restore and re-activate TELUS' rights to operate the Display
that were temporarily suspended. In the event that the rights to operate the Display are suspended for
over ninety (90) days, then the time period in section 2(b) shall automatically be extended for the period
during which such rights were suspended.

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SCHEDULER
PURCHASE PRICE
BC Place will pay TELUS $15,200,000 in total for the Assets described in this Bill of Sale and
summarized below in Tables I, 2 and 3 excluding the BC Place advertising contributions in Table 3. For
clarity, payment of $15,200,000 (excluding the PavCo advertising contribution in Table 3) is to cover
TELUS' cost for the Assets as set forth below s21, s17
, plus the sum of s21, s17
to cover
all other costs and expenses of TELUS, and any one claiming through TELUS, including all sales, general
and administrative expenses, as well as markup and financing charges in connection with the sale to BC
Place and the installation of such Assets in the Stadium.
None of the prices described below include applicable sales taxes, which will be payable by BC Place in
addition to the sum of$15,200,000.
Table I - StadiumVision
Stadium Vision
SV Equipment

TELUS Cost
s21, s17

s21, s17

DMPs, Cisco professional services to

Cost of
design and configure DNPS, cost of servers that store
templates for each display and required pre-paid Cisco
Smartnet maintenance services.
Cost of s21, s17Samsung displays including installation
and related costs (scaffolding, storage and safety
equipment).

SV Internal Displays

SubTotal

Description

$6,389,489.24

Table 2- Stadium Network

Stadium Network

TEL US Cost

Description
s21, s17

Core Network Equipment

s21, s17

Cost o Cisco Nexus 7000 series core switches in Tl

s21, s17
and mobility room and
Cisco 3750 switches in
s17
various riser closets. Also includes s21,Cisco
firewall
s21, s17
servers and CNR servers in the Tl and mobility room
s17
and the cost of s21,switches
that control SV in T63 as well
s21, s17
as
encoders.

Stroctured Cabling and

Racks

s21, s17

Cost of labor to install about

km of fiber/copper.
Work done by Canem. Costs include connectors, face
plates, patch cords, testing, lifts, scaffolding and safety
equipment. Excludes 30/40 fiber network.

UPS

s21, s17

Cost of batteries, re-inforced racks and pre-paid

warranty for back up power to switches in riser closets
and one system in the Tl room that provides back up
power to the core.

s21, s17

s21, s17

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Stadium Network
Network Build

TELUS Cost
s21, s17

Description
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 s21, s17
and panels in each riser closet Cost to splice fiber at 1215 camera locations and pull PavCo coax. Cost of
diverse fiber routes into BC Place. Excludes 3G/4G
fiber network.

s21, s17

*WiFi controller credit

Sub Total
Less: TELUS contribution
for WiFi traffic (see
Appendix A)
Adjusted Sub Total

TELUS right to use 799 access ports on riser switches

and associated fiber/copper cabling for 20 yrs.
**Performance standards and protocol to be determined.

s21, s17

$4,671,710.47

Table 3 -External Displays

External Displays
#1. Terry Fox

TELUSCost
s21, s17

#2. Georgia

Description
Cost to buy and install 3 video boards,
Mitsubishi labour and controllers in T63
Media B Room.

#3. Cambie
Sub Total
Less: PavCo up-front
capital contribution
Less: PavCo advertising
contribution plus markup
and fmancing charge

$5,054,063.00
s21, s17

Apply to purchase of#! Terry Fox video board

s21, s17

(this
amount to be discharged
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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SCHEDULEC
EXCLUDED ASSETS
WIFI COMPONENTS
Quantity

Items
s21, s15

27
54
108
1598
1598
799
799
35
799
799
799
250
250
799
799
799
799
2
2
4

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