DISTRICT OF WELLS REGULAR COUNCIL MEETING AGENDA

DISTRICT OF WELLS

REGULAR COUNCIL MEETING

Tuesday, February 12, 2019

Council Chambers, 4243 Sanders Avenue, Wells, BC V0K 2R0

AGENDA Page

1. CALL TO ORDER

1.1. Agenda for the Regular Council meeting of Tuesday February 12, 2019.

Recommendation/s: That Council:

Approves the agenda for the Regular Council meeting of Tuesday February 12, 2019 as circulated.

2. ADOPTION OF MINUTES

2.1. Minutes for the Regular Council meeting of Tuesday January 15, 2019


Approves the minutes for the Regular Council meeting of Tuesday January 15, 2019, as circulated.

Regular Council - 15 Jan 2019 - Minutes

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3. DELEGATIONS AND PETITIONS

3.1. Presentation by Rod Graham regarding information on Community Energy

Systems.


Receives the presentation of information regarding Community Energy Systems by Rod Graham.

4. NEW BUSINESS

4.1. Request for Office space from the Wells-Barkerville Community Forest Board.


1. Receives the letter from the Wells-Barkerville Community Forest Board; and

2. Approves the request for office space for the Wells-Barkerville Community Forest Board.

2019 02 07 letter to DOW re office

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4.2. Letter of proposed Contract from the Wells-Barkerville Community Forest

Board


Receives the proposed contract from the Wells-Barkerville Community Forest Board.

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2019 02 07 letter to DOW re contract

Wells-WBCF Ltd contract (draft) 2018 5. CORRESPONDENCE

5.1. Letter to Mayor and Council from John Massier


1. Receives the letter from John Massier, Chair of the Wells-Barkerville Community Forest Board (WBCFB); and

2. Approves John Massier's request to extend his term as the Chair for the Wells-Barkerville Community Forest Board (WBCFB).

WBCFC term extension request

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6. REPORTS

6.1. Resolution for Support for the Rural and Northern Communities Infrastructure

Grant application


1. Receives the staff report regarding a resolution of support for Rural and Northern Communities Program Funding application; and

2. Approves the following resolution: The District of Wells supports the project and the funding application regarding the investing in Canada Infrastructure Program - Rural and Northern Communities Program Funding application for Wells Water and Sewer Infrastructure in the amount of $1,534,530.00.

Staff Report- Grant Resolution

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6.2. District of Wells Energy System


1. Receives the report on the recommendation for proponent following the Engineering services for Wells Energy System RFP; and

2. Approves entering into contract with Wunderlin Consulting for the "District of Wells Engineering Services for Wells Energy System".

Council Report - Engineering Services RFP

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6.3. Wells Corridor Beautification RFP


1. Receives the staff report on the recommendation for the proponent following the Community Corridor Beautification Plan RFP; and

2. Approves entering into a contract with Urban System for the "District of Wells Community Corridor Beautification Plan".

Council Report - Corridor Beautification RFP

39

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6.4. Wells Facility Assessment RFP


1. Receives the report on the recommendation for proponent following the Facility Assessment RFP: and

2. Approves entering into a contract with Pinchin Ltd. for the "District of Wells Facility Assessment".

Council Report - Facility Assessment RFP

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6.5. 2019 Provisional proposed annual budget for the District of Wells.

(to be presented at meeting)


1. Receives the proposed 2019 provisional Budget for the District of Wells; and

2. Directs staff to hold a Community Consultation prior to the passing of the proposed provisional 2019 Budget on Tuesday, February 26, 2019.

7. INFORMATION AND ANNOUNCEMENTS

7.1. Council Members:

7.2. Staff:

7.3. Public Gallery:

8.

9.

CLOSED MEETING

Pursuant to Section 90 (1)(a) and (c), a part of a council meeting may be closed to the public if

the subject matter being considered relates to or is one or more of the following:

(a) personal information about an identifiable individual who holds or is being considered for a

position as an officer, employee or agent of the municipality or another position appointed by the municipality; AND (c) labour relations or other employee relations.

ADJOURNMENT

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A Regular meeting of the

District of Wells Council held January 15, 2019 at

7:00 P.M. in Council Chambers, 4243 Sanders Avenue, Wells, BC V0K 2R0

MINUTES

PRESENT:

Mayor, Gabe Fourchalk; and Councillors Mandy Kilsby, Ksenya Dorwart ,Jordan Rohatynski and Chris Cooley.

ALSO PRESENT:

Corporate Officer, Donna Forseille and EDO/DFO Wylie Bystedt

PUBLIC GALLERY:

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1. CALL TO ORDER AT 7:00PM 1. Agenda for the Regular Council meeting of Tuesday January 15, 2019. 19-01 MOVED Mandy Kilsby, Seconded Ksenya Dorwart THAT Council approves the

agenda for the Regular Council meeting of Tuesday January 15, 2019, as amended to table the following items:

4.3 - 2019 Grant-In-Aid Recipients for 2019; and

4.4 - Community Facility Assessment - staff report.

Carried Unanimously

2. ADOPTION OF MINUTES 1. Minutes for the Regular Council meeting of Tuesday December 4, 2018 19-02 MOVED Ksenya Dorwart, Seconded Jordan Rohatynski THAT Council approves

the minutes for the Regular Council meeting minutes of Tuesday December 4, 2018, as circulated.

Carried Unanimously

3. CORRESPONDENCE 1. Letter to Mayor and Council from Alison MacDonald

Councillor Rohatynski asked when the changes tool place in the Zoning Bylaws to permit a mobile home in North Wells.

The Corporate Officer stated it was well before new Council was elected. The Zoning was amended to remove the minimum building width requirements to

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allow for Tiny Homes. The new mobile home that has been placed onto the Sanders lot previously owned by the District was approved by former Council based on some aesthetic changes and the fact that Wells has a housing shortage.

19-03 MOVED Mandy Kilsby, Seconded Ksenya Dorwart THAT Council receives the letter from Alison MacDonald regarding zoning and Bylaws in the District of Wells.

Carried Unanimously 2. Letter to Mayor and Council from Phil Leroy - January 9, 2019

Councillor Rohatynski was curious as to why the District does not utilise the plow.

Councillor Dorwart recalled this coming up before with previous Council and is hoping for further discussions regarding snow removal during times of heavy snowfall soon.

The Corporate Officer responded that the plow was purchased years ago and is just a cheaper electric plow, it being used with the small work truck the District currently owns was found to not be effective as the snow is too wet and heavy for that plow system and truck. The new Superintendent of Public Works does have his heavy machinery operator ticket/s.

19-04 MOVED Jordan Rohatynski, Seconded Chris Cooley THAT Council receives the letter from Phil Leroy regarding snow removal and recent heavy snow falls within the District of Wells.

Carried Unanimously 3. Letter to Mayor and Council from Wells and Area Community Association

(WACCA)- January 10, 2018

Councillor Dorwart asked how long the Daycare would want to be only occupying the smaller of the two classrooms they currently rent.

Councillor Kilsby asked if the classrooms were separate enough that they would still be within their licensing requirements.

Lindsay Kay stated that moving into the smaller classroom would allow for the Daycare to store its equipment until the daycare either changes hands or re-opens around May 2019.

19-05 MOVED Mandy Kilsby, Seconded Ksenya Dorwart THAT 1. Council receives the letter from the president of the Wells and Area Community Association (WACCA), Brendan Bailey, regarding the request for continued in-kind use of

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the office area located in the upper Employment Office at the Community Hall as well as the daycare moving into the smaller of the two classrooms they currently rent from the District during the closure of the daycare facility; and

2. Council approves the request from the president of the Wells and Area Community Association (WACCA), Brendan Bailey, regarding the continued in-kind use of the office area located in the upper Employment Office at the Community Hall as well as the daycare moving into the smaller of the two classrooms they currently rent from the District during the closure of the daycare facility.

Carried Unanimously

4. REPORTS 1. Fire Chief update report on the Wells Volunteer Fire Brigade (WVFB)

The Fire Chief was absent during tonight's meeting.

Councillor Kilsby thanked the Fire Chief for her commitment and staying through the holidays to allow for other Volunteer Fire Fighters to be away during the holidays and keep the Brigades minimum staff requirements.

She also thanked the 3 who used to serve, especially a huge thank you to Heather Pottage for her hard work and dedication to the Brigade.

Mayor and Council agreed, all saying thank you. 19-06 MOVED Ksenya Dorwart, Seconded Jordan Rohatynski THAT Council receives

the update report on the Wells Volunteer Fire Brigade from the Fire Chief, Caroline Zinz.

Carried Unanimously 19-07 MOVED Mandy Kilsby, Seconded Ksenya Dorwart THAT Council resolves to

remove Heather Pottage, Margaret Inoue, and Leslie Funke from signing authority at the Integris Credit Union Bank account, and appoint the new signing authorities to be Caroline Zinz, Brendan Bailey and Jennifer Lewis.

Carried Unanimously 2. Resolution of Support for Telehealth in Wells - staff report

Wylie Bystedt, Economic Development Officer, spoke to her report. She also gave Council copies of the letter of support for Wells to incorporate Telehealth for its Community members from Northern Health.

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Councillor Rohatynski pointed out that the "Draft" description of the project stated that cell phone services would also increase in a few years. He is in favour of improving Health care for the community but not in favour of cell phones.

Ms. Bystedt stated that the letter was likely the draft template for each Community joining and thus just an oversight. Currently staff are not looking into Cell coverage, however, the hope is for the Community to have better internet connectivity in the near future.

19-08 MOVED Mandy Kilsby, Seconded Jordan Rohatynski THAT Council receives the report regarding resolution of support for a financial contribution and support for a joint application with Northern Health Authority to the Cariboo Chilcotin Regional Hospital District (CCHRD).

Carried Unanimously 19-09 MOVED Jordan Rohatynski, Seconded Ksenya Dorwart THAT 1. Council

supports the commitment of $1000 in the 2019 Budget towards the Telehealth project; and

2. Council supports putting forward a joint application with the Northern Health Authority to the Cariboo Chilcotin Regional Hospital District (CCHRD) for capital funding for the Telehealth project.

Carried Unanimously

5. NEW BUSINESS

1. Barkerville Gold Mine application for Temporary Use Permit

Steve Jennings, Environmental Manager for BGM was in attendance and spoke to the request for a temporary use permit.

He explained to Council that out of the three sites BGM owns in Wells, the proposed site is best as it is the most convenient and next to a fire hydrant. It also allows for easier access to monitoring of tank levels, the security of the fuel station, and the use of internet services. The request is for a two-year temporary use permit.

Mr. Jennings also answered Council's inquiries regarding concerns with the location being close to the apartments, stating that they would have the headlights facing the bank, away from the apartments and ensure that lighting for security and safety of the station would not be disruptive to others.

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19-10 MOVED Mandy Kilsby, Seconded Chris Cooley THAT Council receives the application for a Temporary Use Permit from Barkerville Gold Mines regarding a temporary fuel station.

Carried Unanimously 19-11 MOVED Mandy Kilsby, Seconded Jordan Rohatynski THAT Council approves

the Temporary Use Permit application for the Barkerville Gold Mines' Fueling Station as requested

Carried Unanimously

6. INFORMATION AND ANNOUNCEMENTS 1. Council Members:

Councillor Rohatynski reminded everyone that Fire practice was tomorrow (Wednesday) night at 7:00pm.

Councillor Cooley- No Comment

Councillor Dorwart announced that Island Mountain Arts (IMA) were hosting Artists in Residence. An Artist from Calgary will be living at the Nest.

Also, on January 25th IMA would be holding a kid’s workshop by Moe Hamilton, and on January 26th and 27th the workshop will be for adults.

Councillor Kilsby - No Comment

Mayor Fourchalk thanked BGM for their hours in volunteering to help the District remove snow and grade streets during the recent heavy snowfalls. Fantastic Job!

2. Staff:

Wylie Bystedt, Economic Development Officer, thanked Council and the Community members who came out to enjoy the first Potluck dinner of the year. The next Potluck dinner will be February 14, 2019.

She also announced the following:

* Walking Club is Mondays and Thursdays at noon located in the Community Hall

* On January 22, 2019 there will be a Business Webinar from 1-230pm at the Jack O Clubs General

* In February the District is hosting "Remarkable Experiences in Wells", so if you know any businesses interested, its a 4-day workshop

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* 4 Volunteers are still needed for the Dog Sled Mail Run weekend; 2 volunteers are needed in Barkerville and 2 are needed for the Carnival Space

The Corporate Officer - No Comment 3. Public Gallery:

Hayley Archer announced the Friday is a Social at the Legion.

Bill Horne stated he was grateful for Council and Staff. He also stated that in December the Quesnel Observer wrote an article about the Amazing Space Gallery leaving Wells. The Amazing Space Gallery will be here in Wells until it is not here. He is looking forward to this years annual Dog Sled Mail Run.

7. ADJOURNMENT 1. Adjournment: 19-12 MOVED Ksenya Dorwart, Seconded Mandy Kilsby THAT At 7:42PM Council

adjourned the Regular Council meeting of Tuesday January 15, 2019.

Carried Unanimously

Gabe Fourchalk, Mayor Donna Forseille, CO

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Wells-Barkerville Community Forest Ltd.

PO Box 69

Wells BC V0K 2R0

February 7, 2019

By email to

[email protected]

Mayor and Council

District of Wells

PO Box 219

4243 Sanders Street

Wells BC V0K 2R0

Re: Office Space for Wells-Barkerville Community Forest Ltd.

As an entity entirely owned by the District of Wells, Wells-Barkerville Community Forest Ltd. requests

office space from the District for the storage of maps and other documents and for the occasional use of

the company’s one part time worker.

We hope the space would at least accommodate a desk and chair, filing cabinet, map cabinet and/or

map rack. Ideally the space could also provide storage space for the map racks that were used at the

November Wells Open House; these racks will be used may times in the future.

We hope this space can be provided in or close to the District office to provide us with access to the

scanner/printer/photocopier.

Please contact the undersigned with any questions.

Sincerely,

Cam Beck

WBCF Coordinator

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Wells-Barkerville Community Forest Ltd.

PO Box 69

Wells BC V0K 2R0

February 7, 2019

By email to

[email protected]

Mayor and Council

District of Wells

PO Box 219

4243 Sanders Street

Wells BC V0K 2R0

Re: Draft contract between District of Wells and Wells-Barkerville Community Forest Ltd.

The Directors of Wells-Barkerville Community Forest Ltd. have directed me to submit the

attached agreement to you for your consideration.

This draft agreement was submitted to the previous Council but they evidently didn’t have an

opportunity to review it. It is resubmitted for your review, and your comments and questions

are welcome.

Sincerely,

Cam Beck

WBCF Coordinator

att: Contract Between The District of Wells (Shareholder) and the Wells-Barkerville

Community Forest Corporation Ltd.

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CONTRACT BETWEEN THE

DISTRICT OF WELLS (SHAREHOLDER) AND THE WELLS-BARKERVILLE COMMUNITY FOREST CORPORATION LTD.

THIS CONTRACT is made as of the _____ day of ___________, 201__.

BETWEEN: District of Wells 4243 Sanders Avenue PO Box 219 Wells, BC V0K 2R0 (hereinafter referred to as the "Shareholder")

AND: WELLS-BARKERVILLE COMMUNITY FOREST CORPORATION LTD. PO Box 69 Wells, BC V0K 2R0 (hereinafter referred to as the "WBCF")

1. BACKGROUND

1.1. The Municipality of the District of Wells is a valid and subsisting corporation, pursuantto the laws of the Province of British Columbia.

1.2. The WBCF is a valid and subsisting corporation, pursuant to the laws of the Province ofBritish Columbia.

1.3. The WBCF was incorporated for the purpose of operating a managed community forestto serve the residents of the District of Wells.

1.4. The Shareholder is the sole shareholder of all issued and outstanding shares in thecapital stock of the WBCF and it wishes to contract with the WBCF to set out the terms and conditions under which they shall manage the business relationship between them.

1.5. The Parties agree that Community Forestry involves three pillars of sustainable development – economic, social, and environmental sustainability – and they seek to manage local control over and enjoy the benefits offered to their community by its local forest resources.

1.6. The Parties wish to enter into this Contract to better clarify their rights, obligations, expectations, decision-making processes, and methods of governance and operation of the WBCF so as to institute the best practices known to be effective in this undertaking and to better meet the objectives of both the Shareholder and the WBCF.

THEREFORE IN CONSIDERATION of their respective undertakings, mutual covenants and promises herein, the Parties hereby agree each with each other as follows:

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2. DEFINITIONS

• "Affiliate" has the same meaning as has been designated to that term in the BCBCA;• "BCBCA" means the Business Corporations Act (British Columbia), as amended from time

to time, and every statute that may be substituted therefore, and in the case of anysuch amendment or substitution, any reference in this Contract to the BCBCA shall beread as referring to the amended or substituted provisions thereof;

• "Board" means the Board of Directors of the WBCF;• "Business" means, any and all activities, whether direct or indirect, for the purposes of

managing a community forest tenure, operating a forestry-based business enterprise,and enhancing economic opportunity and promoting good forest stewardship within thecommunity forest land base and in the community served by the WBCF;

• "Business Day" means any day except a Saturday or Sunday and legal holidays forCanadian chartered banks and credit unions in British Columbia;

• "Chair" means the Chair of the Board of the WBCF;• "Community" means the District of Wells;• “Community Forest Coordinator” means the person hired by the WBCF Board to

provide part-time contractual services to support the activities of the WBCF and itsBoard;

• "Contract" means this Contract between the Shareholder and the WBCF;• "Directors" means the persons who are, from time to time, elected or appointed to the

Board of the WBCF and a "Director" means anyone of them;• "Environmental Laws" means the common law and any applicable federal, provincial,

state, municipal and local laws, statutes, ordinances, by-laws, regulations and orders,directives and decisions, approvals of all governmental authorities or administrative orregulatory agency related to environmental, health, occupational safety and productliability matters, in effect from time to time;

• "FOIPPA" means the Freedom of Information and Protection of Privacy Act R.S.B.C. 1996,Chap. 165, as amended from time to time;

• "Incorporating Documents" means the articles of incorporation pursuant to which theWBCF is incorporated and its by-laws, together with any amendments thereto orreplacements thereof;

• "Local Government Body" means "local government body" as defined in Schedule 1 tothe FOIPPA;

• “Manager” means the person/s authorized to oversee forest management andharvesting activities in the WBCF pursuant to the Management Contract between theWells-Barkerville Community Forest Corporation Ltd. and West Fraser Mills Ltd (or otherfirm to be named in the future);

• "Officers" are persons appointed by the Board to fulfill certain functions;• "Parties" means the parties to this Contract, and " Party" means one of them;• "Person" means any individual, partnership, joint venture, syndicate, sole

proprietorship, WBCF or corporation with or without share capital, trust, trustee,executor, administrator, or other legal personal representatives, regulatory body or

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agency, government or governmental agency, authority or entity howsoever designated or constituted;

• "Personal Information" means "personal information" as defined in Schedule 1 to theFOIPPA;

• “President” means the Chair of the Wells-Barkerville Community Forest Board;• "Purchase" includes any purchase, acquisition or other arrangement by which a Person

obtains beneficial ownership of a security from another Person, whether or not forvalue, and any Contract to effect any of the foregoing; and the words "purchased","purchasing" and similar words have corresponding meanings;

• “Secretary-Treasurer” means the Finance Chair of the Wells-Barkerville CommunityForest Board;

• "Shareholder" means the Municipality of which holds shares/securities of the WBCF andwhich is a party to this Contract (along with their respective successors or permittedassigns);

• "Shares" means shares of any class in the share capital of the WBCF;• "Subsidiary" has the same meaning as has been designated to that term in the BCBCA

and "Subsidiaries" means more than one subsidiary;• "Transfer" includes any sale, exchange, assignment, gift, bequest, disposition, mortgage,

charge, pledge, encumbrance, grant of a security interest or other arrangement bywhich possession, legal title or beneficial ownership passes from one Person to another,or to the same Person in a different capacity, whether or not for value, and any Contractto effect any of the foregoing; and the words "Transferred", "Transferring" and similarwords have corresponding meanings;

• “Vice-President” means the Vice-Chair of the Wells-Barkerville Community Forest Board;• "WBCF" means and includes any successor resulting from any amalgamation, merger,

arrangement or other reorganization of or including the WBCF or any continuance underthe laws of another jurisdiction;

• Any words or phrases defined elsewhere in this Contract shall have the particularmeaning assigned thereto. Words (including defined terms) using or importing thesingular number include the plural and vice versa and words importing one gender onlyshall include all genders and words importing persons in this Contract shall includeindividuals, partnerships, companies and any other entities, legal or otherwise.

• The headings used in this Contract are for ease of reference only and shall not affect themeaning or the interpretation of this Contract.

• All accounting terms not defined in this Contract shall have the meanings generallyascribed to them under Canadian generally accepted accounting principles.

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3. SCHEDULES

The following schedules attached to this Contract shall form part of this Contract:

• Schedule 1- British Columbia Ministry of Forests, Lands and Natural Resource Operations' Goals for the Community Forest Program and British Columbia Community Forest Association's 18 Indicators.

• Schedule 2 – Director Suitability Requirements • Schedule 3 – Director Consent, Conflict Disclosure, Confidentiality and Code of

Conduct Form • Schedule 4 – Indemnification of a Director

4. PRECEDENCE OF THIS CONTRACT

4.1. In the event of any conflict between the provisions of this Contract and the

Incorporating Documents or any Contract to which the WBCF or a Shareholder is or becomes a party, the provisions of this Contract shall prevail and govern to the extent permitted by law. The Shareholder shall promptly procure all necessary proceedings and vote as is required so as to cause the Incorporating Documents to be amended in order to resolve such conflict in favour of the provisions of this Contract as legally allowed.

5. ROLES AND RESPONSIBILITIES OF THE PARTIES

5.1. Role of the Shareholder

(a) The Shareholder's role is to appoint the Directors to the Board of the WBCF. The Shareholder shall not participate in the governance or management of the business of the WBCF.

(b) The Shareholder shall set up a committee consisting of representatives of both the Shareholder and of the WBCF, for the purpose of recruiting Directors for the Board of WBCF.

(c) The Shareholder is committed to appointing individuals who represent a broad spectrum of interests and values from the community in order to ensure fair and equitable balance of all local interests (Refer to: Schedule 2 - Director Suitability Requirements).

5.2. Role of Board of Directors

The WBCF Board's role is to govern the WBCF in the best interests of the corporation. The WBCF Board has duties and obligations to establish arrangements to support the management of the WBCF. The WBCF Board shall be responsible for establishing policy documents (i.e. mission & vision statements, goals & objectives, strategic plan, and governance policies) to: guide the activities and development of the WBCF; consider the expectations of the shareholder and the community it serves; and, consider the interests of other stakeholders. The WBCF Board shall not participate in the

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management and operations of the Wells-Barkerville Community Forest except through the policies, goals and strategic directions approved by the Board.

6. MANAGEMENT OF THE OPERATIONS OF THE WBCF 6.1. Operational management of forestry and harvesting activities in the WBCF will be

overseen by the forest manager/s appointed by the firm (i.e. West Fraser Mills or other firm to be named in the future) that holds the management contract for the WBCF. The activities of the forest manager/s will be informed by the policies, goals and strategic directions of the WBCF Board.

6.2. The WBCF Board may hire a Community Forest Coordinator, whose primary duties will be to provide part-time contractual services to support the non-operational activities of the WBCF and the WBCF Board in accordance with the policy documents approved by the Board.

6.3. The WBCF Board may, from time to time, also make other appointments as it shall deem necessary, which appointees shall have the authority and shall perform such duties as may from time to time be prescribed by the Board.

7. DIRECTORS

7.1. Composition of the Board (a) There shall be up to seven Directors, according to the following composition.

7.2. Term of Appointment

(a) Each Director shall be appointed for a term of two years. The maximum service of any Director shall be 6 years, unless otherwise approved by a special resolution of the Shareholder.

7.3. The Executive of the Board (a) The Executive of the WBCF shall be selected at the first meeting of a new board of

directors from among themselves and shall be: i. President

ii. Vice-President iii. Secretary-Treasurer

(b) The Chair is the sole public spokesperson of the Board and of the WBCF, or as determined otherwise by the Board of Directors. It is the Board as whole, not individual Directors, which set policy and direction. Therefore, while Directors are entitled to express any contrary opinions or views held on matters under discussion or consideration by the Board, once the Board has made a decision, all Directors shall respect and support that decision.

7.4. Directors to Act in Accordance with the Terms of This Contract (a) The Directors, acting in the best interests of the WBCF, shall at all times promptly:

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7.4.a.1. vote as it is their responsibility to do (or if more convenient execute written consent resolutions provided they are executed by all Directors); and

7.4.a.2. take all such steps as may be reasonably within their powers, so as to cause the WBCF to act in the manner contemplated by this Contract and so as to fully implement the terms of this Contract and, to the extent permitted by law, shall cause their respective nominees as Directors to so act.

7.5. Removal of Directors Who Fail to Act in Accordance with Terms

(a) If a Director refuses to exercise his or her discretion to vote and act as a Director (other than a Director abstaining from voting as required by law or voting in accordance with the requirements of the BCBCA and the Incorporating Documents) so as to fully carry out the terms of this Contract, then the Shareholder shall promptly convene a meeting of Shareholders and take all action authorized to remove such Director from the Board and provide a replacement Director in accordance with Section 5.1.

(b) Documents to be provided by Directors (c) Schedule A - Goals and Indicators (d) Schedule B - Director Suitability Requirements (e) Schedule C - Director Accountability Agreement - Conduct, Confidentiality, Consent

and Personal Interest Disclosure Form

8. GOVERNANCE OVER THE AFFAIRS OF THE WBCF

8.1. Meetings of the Board of Directors The Board shall meet at least once every four (4) months (or as determined by the Board). The WBCF shall provide notice of each Board meeting (a "Meeting") to its Directors in accordance with the Incorporating Documents together with an agenda of the items to be discussed and a brief description of each such item. Except in circumstances where all Directors have waived in writing their right to advance notice of a Meeting or if waiting the required notice period would be reasonably likely to expose the WBCF to undue risk of damage or loss, the WBCF shall give at least five (5) Business Days advance notice to Directors of all Meetings. Directors may participate in any Meeting by telephone conference call or in any manner by which all participants in the meeting can reasonably communicate with one another, and any Director so participating shall be considered to be present for the purposes of quorum and voting at such Meeting. The WBCF shall provide each Director with copies of the minutes of each Meeting within 30 days of each such Meeting.

8.2. Quorum for Board Meetings A quorum for the transaction of business at any Meeting of the Board shall be four (4) Directors, conclusively determined at the commencement of the Meeting. If a quorum is not present at the commencement of a Board meeting, then the Directors present may not transact any business and such Directors shall be deemed to have adjourned such meeting to the same time and place on the same day the following week. If a

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quorum is not present at such adjourned meeting, then the Directors who are present shall be deemed to be a quorum and may transact all business which a full quorum might have transacted with respect to the items set forth in the notice (or accompanying documentation) provided to the Directors in connection with the originally scheduled meeting of the Board.

8.3. Decision-making Process of the Board

The parties recognize that decision making through consensus is more likely to be durable because of its ability to balance the differing values of the community. They are therefore committed to working towards consensus in its decision-making process. However, should a deadlock arise, it may be resolved with a majority vote. Each Director, including the Chair, shall have one vote.

8.4. Specific Major Matters Requiring Shareholder Approval The WBCF shall not, without the written approval of the Shareholder:

(a) allot or issue any additional equity securities of the WBCF, purchase, redeem or acquire any shares of the WBCF, or make a declaration or payment of dividends on any shares of the WBCF, unless required under the rights, privileges, restrictions and conditions attached to the shares in question as at the date of this Contract;

(b) increase or decrease the authorized capital of the WBCF or alter the share capital of the WBCF;

(c) undertake or proceed with any matter, other than an incidental matter, that is outside of the ordinary course of the Business;

(d) allow any of the shares or securities of the WBCF to be qualified for distribution to the public or listed for trading on a recognized securities exchange;

(e) amalgamate, consolidate or merge or enter into a Contract to amalgamate, consolidate or merge the WBCF or its Subsidiaries with any Person;

(f) enter into any joint venture or partnership with any Person; (g) incorporate, purchase, acquire, fund, sell, or dispose of any Subsidiary or Affiliate,

whether wholly or partially owned by the WBCF; (h) sell, lease, exchange or otherwise dispose of any of the property of the WBCF

outside of the ordinary course of the Business; (i) subject to the provisions herein regarding distribution of net profits, distribute any

monies or assets of the WBCF outside of the ordinary course of the Business; (j) make an assignment for the benefit of any of the WBCF's creditors generally; (k) institute proceedings for the winding-up, reorganization or dissolution of the WBCF

or any Affiliates; (l) change the nature of the Business; (m) continue the WBCF under the laws of another jurisdiction; (n) adopt any Directors' Contract other than this Contract;

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(o) make a proposal to the WBCF's Directors to change the WBCF's auditors; (p) change the WBCF's significant accounting practices; (q) make any substantial expenditures in a fiscal year unless they are in accordance

with an annual operating and capital expenditure budget approved by the Board for that fiscal year;

(r) make any capital expenditures or leasing commitments exceeding $10,000 (in aggregate) which are not included in the WBCF's budget for that year previously approved by the Board;

(s) commence any process to effect a public offering of its securities; (t) permit the pledging or hypothecation of any Voting Equity Securities by a

Shareholder;

8.5. Indemnity for Directors and Others Subject to the limitations set forth in the BCBCA or otherwise at law, and in addition to any existing provisions which may be contained in the Incorporating Documents and any indemnity Contracts between the WBCF and any of its Directors, the WBCF shall to the fullest extent possible indemnify any Director or officer of the WBCF, a former Director or officer of the WBCF, or any person who acts or has acted at the WBCF's request as a director or officer of a body corporate of which the WBCF is or was shareholder, and his/her heirs and other personal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him/her, including an amount paid to settle an action or satisfy a judgment in civil, criminal or administrative action or proceeding to which he/she was made a party by reason of being or having been a Director, or officer of the WBCF or such body corporate and any costs related thereto, including legal costs and disbursements on a solicitor and his/her own client basis, if:

(a) he/she has acted honestly and in good faith with a view to the best interests of the WBCF; and

(b) In the case of any criminal or administrative action or proceeding, he/she had reasonable grounds for believing that his/her conduct was lawful. Nothing in this Section shall limit the right of any person entitled to claim any indemnity apart from the provisions of this Section. If under applicable law, any payment by the WBCF under such indemnity requires the approval of any court, then the WBCF at its own expense shall promptly take all necessary proceedings to obtain such approval.

9. REPORTING REQUIREMENTS

9.1. The WBCF shall provide to the Shareholder in a timely manner:

(a) Capital Purchases: A report of all capital purchases or expenditures of $5,000 or greater, which purchase/expenditure must be approved by a 75% majority of the Directors in writing.

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(b) Financial Reporting System: The financial reporting system adopted by the WBCF must be approved by the Shareholders in writing.

(c) Quarterly Reports: Quarterly financial reports shall be delivered to the Shareholder prior to the end of the month next following. The quarterly financial reports shall include prepared profit and loss statements, balance sheet, cash flow projections and any cost and sales reports generated by the WBCF.

(d) Minutes of Board of Directors Meetings: The WBCF shall provide the Shareholder with a copy of the minutes of each meeting of Directors of the WBCF within 60 days thereof.

(e) Annual Reporting: The WBCF shall report annually to the Shareholder and to the community on its progress on the British Columbia Ministry of Forests, Lands and Natural Resource Operations' Goals for the Community Forest Contract Program and the Corporation's status as relates to the British Columbia Community Forest Association's 18 Indicators.

(f) Annual Budget/Preliminary Budget: At least 30 days prior to the end of each fiscal year, a preliminary annual budget for the WBCF and within 30 days after the beginning of each fiscal year, the WBCF shall provide the Shareholder with an annual budget for the WBCF which has been approved by the Board.

(g) Annual Audit: The WBCF shall be the subject of an annual audit as required by the BCBCA unless, waived in writing by the Shareholder and the annual report shall be provided to the Shareholder within 90 days of the end of each fiscal year.

(h) Business Plans: A copy of any business plan which has been approved by the Directors, within 30 days of such approval shall be provided to the Shareholder.

(i) Statutory Compliance Certificate: Within 21 days of each fiscal quarter end, a certificate signed by the General Manager of WBCF shall be provided to the Shareholder stating that:

1. WBCF, its Subsidiaries (if any), and any partnership of which the WBCF is a general partner, has/have paid all taxes, premiums, contributions and payments required to be deducted at source, paid and/or remitted under the Income Tax Act (Canada), Excise Tax Act (Canada), Canada Pension Plan, Employment Insurance Act (Canada), Income Tax Act (British Columbia), Workers Compensation Act (British Columbia), Social Services Tax Act (British Columbia) or applicable regulations thereto (or any applicable or similar legislation in other jurisdictions in which WBCF/Subsidiary/partnership (as applicable) carries on its business or operates) have been deducted, paid and remitted (as the case may be) to the proper authority;

2. the WBCF and its Subsidiaries (if any), and any partnership of which WBCF is a general partner is/are in compliance with all applicable Environmental Laws and compliant with all British Columbia forest management legislation and regulations.

3. The financial reports to be provided above, shall conform to Canadian generally accepted accounting principles and include, where applicable,

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WBCF's Subsidiaries and any partnership of which the WBCF is a general partner.

(j) Litigation: A summary of any substantial litigation (pending, threatened or otherwise) or other proceedings against WBCF, any of its Subsidiaries, or any partnership of which WBCF is a general partner before any court, tribunal or administrative agency, promptly after the Corporation becomes aware of same.

(k) Material Adverse Effect: Notice of any default, breach, acceleration, modification or cancellation of any Contract, arrangement or other transaction or matter that may result in a material adverse effect to WBCF, within 5 days after WBCF becomes aware of same.

(l) Merger: Notice of the intention to effect a change of control, sale of assets, reorganization, amalgamation, consolidation, merger or Contract to amalgamate, consolidate or merge the Corporation or its Subsidiaries with any Person, promptly after WBCF becomes aware of same.

10. DISTRIBUTION OF PROFITS 10.1. The WBCF Board and the Shareholder agree to use the following policy and

process to inform the distribution of net profits from the WBCF.

Background and Purpose

The Wells-Barkerville Community Forest Corporation Ltd. (WBCF) was created for the benefit of the Wells-Barkerville area. The WBCF intends to create profits through its Community Forest Agreement tenure and its forestry business activities. Given the small land base of the tenure, non-financial community benefits will also be a priority.

The WBCF has an obligation to plan for the future financial health of the corporation and its tenure obligations.

The sole shareholder of the WBCF is the District of Wells. The WBCF intends to distribute revenues and dividends to the shareholder.

Distributions shall be at the discretion and timing of the WBCF Board and will be guided by this policy.

Application

This policy shall apply to the Wells-Barkerville Community Forest Corporation Ltd. and its Board of Directors.

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Procedure

1. At the end of each fiscal year, the WBCF Board of Directors will assess the actual spending of the previous fiscal year and develop an operating budget for the next year.

2. The WBCF Board of Directors will develop a projected multi-year budget based on a five-year cut control period.

3. The WBCF Board of Directors will develop a reserve fund policy for the WBCF. 4. When funds accrue to a level greater than those required for WBCF operations

and reserves, these will be considered profits. 5. The profits of the WBCF profits will be paid out either as a dividend to the

District of Wells (the WBCF Shareholder) and/or as a charitable donation to the Wells Community Foundation unless the Board approves otherwise.

6. The WBCF will make its budget, reserve and distribution decisions publicly available to the shareholder and the community of the Wells-Barkerville area.

11. ASSET PROTECTION

11.1. Insurance WBCF shall maintain, and shall ensure that its Subsidiaries (if any) maintain, fire and casualty insurance policies with sufficient coverage to allow replacement of any of their respective insurable properties that might be damaged or destroyed and insurance policies for comprehensive general liability insurance (including bodily injury, death and property damage) for amounts which meet commercially reasonable standards.

11.2. Limitation on Encumbrances WBCF shall not grant a security interest in, borrow on the security of, hypothecate, assign or dispose of any of the insurance policies referred to in this Section or any part thereof except to the extent that such policies are charged or encumbered from time to time by security instruments granted by the Corporation in good faith to its lenders for genuine corporate borrowing purposes approved by the Board.

12. ISSUE OF ADDITIONAL EQUITY SECURITIES

12.1. Shareholder Consent Required

WBCF shall not create, allot, issue, sell or resell any Equity Securities without having first received the consent of the Shareholder to all of the terms and conditions of the proposed allotment, issuance, sale or re-sale of Equity Securities.

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13. COMMUNITY ENGAGEMENT The WBCF shall ensure that its governance over the operations of the WBCF shall be conducted in an honest and transparent manner. The WBCF acknowledges it is accountable to the Community and, as such, shall engage and consult with the community and all stakeholders in community forestry, in a meaningful way, for input to its operations. Further, the WBCF shall report annually to the community, as required by the terms of the Community Forest Agreement Licence, on its progress on the British Columbia Ministry of Forests, lands and Natural Resource Operations' Goals for the Community Forest Program and the WBCF's status as relates to the British Columbia Community Forest Association's 18 Indicators (see Schedule 1). Such public consultation and reporting shall occur on not less than an annual basis.

14. AMENDMENT AND TERMINATION OF CONTRACT 14.1. Amendment

(a) This Contract may only be amended by an instrument in writing duly executed by all of the Parties.

14.2. Termination Events (a) This Contract shall cease and determine on the occurrence of any of the following

events, namely: 1. the bankruptcy or receivership of the WBCF or the passing of a

resolution by the WBCF for its winding up or dissolution pursuant to the BCBCA, S.B.C. 2002, Chapter 57 as amended or any similar provision enacted in substitution therefor, or upon dissolution of the WBCF by Order of the Lieutenant-Governor in Council pursuant to Section 422 of the BCBCA or any similar provision enacted in substitution thereof;

2. the execution of a Contract of termination in writing by all Directors; or 3. the execution of a Contract replacing this Contract.

14.3. Surviving Obligations (a) No termination of this Contract shall affect the right of any party to whom money

is owed hereunder at the time of termination to receive that money according to the provisions hereof or to affect any other rights or obligations hereunder of the parties that would, by its context, survive termination.

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15. CONFLICT RESOLUTION

15.1. Commitment to Conflict Resolution (a) The Parties are committed to resolving conflicts, as may arise between them, in

accordance with a clearly articulated conflict resolution policy that shall contain three levels of engagement:

1. resolution by consultation and negotiation;2. mediation by independent third party who has no decision making

authority; and3. binding arbitration or legal proceedings through the Courts.

15.2. Referral to Consultation and Negotiation

If two or more Parties fail to agree on any matters referred to in this Contract or if an issue or a dispute arises between the Parties in any matter arising out of this Contract, either Party may by notice to the other Party set out, in reasonable detail, the particulars of the dispute, and request the forming of negotiation committee. This committee shall deal only with the conflict with respect to which it was created and shall be composed of nominee(s) of each Party. A Party wishing to participate in such a negotiation process must, within two (2) Business Days of receiving notice that a dispute has been referred to negotiation under this section, give notice to the other Party of the identity of its nominee to the negotiation committee. The members of the negotiation committee shall use reasonable commercial efforts to determine a fair and equitable solution to the dispute then at issue. A unanimous resolution reached by the members of a negotiation committee and communicated by them in writing to the Parties shall be binding on the Parties and shall be implemented.

15.3. Third-Party Mediation If no resolution with respect to a matter, issue or dispute is communicated by the negotiation committee within ten (10) Business Days after notice referring the matter to a Negotiation Panel was given in accordance with the above, the matter shall be referred to mediated negotiation with the assistance of a neutral person appointed by the British Columbia International Commercial Arbitration Centre administered under its Mediation Rules.

15.4. Place of Mediation All mediation proceedings shall be conducted in the District of Wells, unless all Parties otherwise agree.

15.5. Timely Decision Any matter referred to mediation shall be dealt with on an expeditious basis with the Parties using all commercially reasonable efforts to obtain and implement a timely resolution of their disputes arising in connection with this Contract.

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15.6. Period of Exclusivity Any Party may at any time after a matter referred to mediation has been outstanding for 120 Business Days, calculated from the date on which the matter is first referred to mediation, refer the matter to binding arbitration or commence proceedings in the Supreme Court of British Columbia to have the dispute determined therein, whereupon all formal mediation proceedings shall terminate.

15.7. Survival This conflict resolution process shall survive any termination of this Contract and shall continue to be binding upon the Parties, their permitted successors and permitted and be enforceable against them.

16. GENERAL

16.1. Notices Any notice, payment or other communication required or permitted to be given or served pursuant to this Contract shall be in writing and shall be delivered personally or forwarded by first class pre-paid mail to the Party concerned addressed to the addresses set out on the first of this Contract or to any other address as may from time to time be notified in writing by any of the Parties hereto. Any notice, payment or other communication shall be deemed to have been given, if delivered by hand on the day delivered, and if mailed, seven (7) Business Days following the date of posting; provided that should there be at the time of mailing or within seven (7) Business Days thereafter a mail strike, slowdown or other labour dispute that might affect delivery by the mails, then the notice, payment or other communication shall be effective only when actually delivered.

16.2. Severability Should any part of this Contract be declared or held to be invalid or unenforceable for any reason, that defect shall not affect the validity of the remainder of this Contract which shall continue in full force and effect and be construed as if this Contract had been executed without the invalid portion and it is hereby declared the intention of the Parties that this Contract would have been executed without reference to any portion that may, for any reason, be hereinafter declared or held invalid.

16.3. Further Assurances The Parties shall execute all other documents and instruments and do all other things necessary to implement and carry out the terms of this Contract.

16.4. Governing Law This Contract shall be construed and the powers and provisions herein contained shall be administered, exercised and given effect to according to the laws of the Province of British Columbia and the rights and obligations of all Parties hereunder shall be regulated by the laws of the Province of British Columbia notwithstanding that any of

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the Directors may now or any time be resident or domiciled elsewhere than in the Province of British Columbia.

16.5. Waiver Failure by any Party to insist in anyone or more instances upon the strict performance of anyone of the covenants contained herein shall not be construed as a waiver or relinquishment of such covenant. No waiver by any Party of any such covenant shall be deemed to have been made unless expressed in writing and signed by the waiving Party.

16.6. Freedom of Information Legislation The Parties acknowledge and agree that the Shareholder is a Local Government Body and as such has certain obligations respecting public access to information concerning its business and affairs and the protection Personal Information. Each of the Parties shall use its reasonable commercial efforts to cooperate with any Party that is a Local Government Body in the fulfillment of its obligation to comply with the FOIPPA, including the requirements of Sections 32 to 36, inclusive.

16.7. Entire Contract This document herein constitutes the entire Contract between the Parties and supersedes all previous communications, representations and Contracts whether verbal or written, between the Parties with respect to the subject matter hereof.

16.8. Binding Nature of this Contract This Contract shall be binding upon the Parties hereto and, upon their successors and assigns as this contract within the parameters allowed in this Contract.

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IN WITNESS WHEREOF the Parties hereto executed this Contract effective as of the date first set out on the front of this Contract.

SIGNED AND DELIVERED by

_________________________________ _________________________________ Jay Vermette, Mayor Andrew Young, CAO District of Wells District of Wells authorized signatory (ies)

_________________________________ _________________________________ Date Date

_________________________________ _________________________________ John Massier, Chair (President) Margaret Inoue, Vice-Chair (Vice-President) Wells-Barkerville Community Forest Wells-Barkerville Community Forest Corporation Ltd. Corporation Ltd.

authorized signatory (ies)

_________________________________ _________________________________ Date Date

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17. Schedules

Schedule A - Goals and Indicators

Ministry of Forests, Lands and Natural Resource Operations - Goals of the Community Forest Program

This form of tenure is intended to provide new opportunities for community management of Crown forest land. By providing communities with greater flexibility to manage local forests, government seeks to:

1. provide long-term opportunities for achieving a range of community objectives, valuesand priorities;

2. diversify the use of and benefits derived from the community forest agreement area;3. provide social and economic benefits to British Columbia;4. undertake community forestry consistent with sound principles of environmental

stewardship;5. that reflect a broad spectrum of values;6. promote community involvement and participation;7. promote communication and strengthen relationships between Aboriginal and non-

Aboriginal;8. communities and persons;9. foster innovation;10. advocate forest worker safety.

BC Community Forest Association Indicators

The BC Community Forest Association (BCCFA) sends an annual survey to all members to report on 18 indicators that measure the benefits of the community forest program across the province. Communities are now using their data on each indicator to report to their community on their activities and progress, for example:

1. The number of jobs the community forest creates;2. The total economic activity generated by the community forest;3. The cash and in-kind contributions made by the community forest;4. The additional funds leveraged by those contributions;5. The active role the community forests play in the forest sector through harvesting;6. The support for the full spectrum of milling and manufacturing facilities;7. Investments in the future economic return of the forest through intensive silviculture;8. Efforts to diversify the economic activities of the community forest;9. The accountability of the community forest agreement holder to the local community;10. The range and depth of engagement with different sectors of the community;11. Investments in education;12. Investments in recreation;13. Proactive efforts to reduce the wildfire hazard to communities;

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14. Forest worker safety; 15. The breadth and depth of First Nation involvement in community forests; 16. The management of sensitive areas; 17. Investments in forest stewardship incremental to legal requirements; 18. Compliance with environmental standards.

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Schedule B - Director Suitability Requirements

Community forest boards of directors require a broad range of expertise. Although having board members with forest industry experience is always valuable, community forestry is different than traditional forestry and requires diverse skills and competencies. It is also essential that new board members understand how the Wells-Barkerville Community Forest Corporation Ltd. and its Board works.

Useful skills, knowledge, and experience to consider when recruiting board members include for example: • Experience working as part of a group and participating in group decision making.• Ability to communicate dearly and sensitively with people.• Experience in conflict management and consensus decision making.• Experience managing the operations of a small- to medium-sized commercial or non-profit

entity.• Previous experience as a member of a Board of Directors of a commercial or non-profit

entity.• Experience operating a business.• Experience in accounting or financial activities.• Experience managing legal issues.• Experience dealing with staffing, personnel, and recruitment and with the legalities of

contract development and management.• Experience developing and organizing communications, such as marketing, website

management, and working with the local press.• Knowledge and experience in forest management and addressing forestry issues.• Experience managing consultation and stakeholder involvement processes with local

communities and First Nation interests.• Experience and knowledge of non-timber resource areas, such as recreation, biodiversity,

and environmental sustainability.• Diversity.

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Schedule C – Wells-Barkerville Community Forest Corporation Ltd. Director Accountability Agreement - Conduct, Confidentiality, Consent and Personal Interest Disclosure Form

This document is in three sections and is intended to support accountability of each member of the Wells-Barkerville Community Forest Corporation Ltd. Board of Directors to the highest of standards for organizational governance.

Section 1 - Confidentiality and Consent

I hereby certify that: 1. I am not less than eighteen years of age;2. I am not of unsound mind and have not been so found by a court in Canada or elsewhere;

and3. I do not have the status of a bankruptcy.

I hereby: • consent to my election or appointment from time to time as a director of the Corporation;• consent to the holding of meetings of directors or any committees of directors of which I

am a member by means of such telephone or other communications facilities as permit allpersons participating in the meetings to hear each other;

• acknowledge and declare that I am a resident of Canada;• undertake to advise the Corporation in writing of any change in my status as a resident of

Canada.

In return for Wells-Barkerville Community Forest Corporation Ltd. giving me access to confidential information in the form of draft proposals, draft legislation, draft regulations, briefing materials, correspondence or verbal communication for the purposes of involvement in the affairs of the Wells-Barkerville Community Forest Corporation Ltd., I agree to keep confidential the documents and information that I obtain from this access or a result of this involvement. The discussion must not mention the specific wording of the draft proposals, draft legislation, draft regulations, briefing materials, correspondence or verbal communication.

Nothing in this agreement prevents me from disclosing confidential information or a confidential document:

1. to a person who has executed a confidentiality agreement with the Wells-BarkervilleCommunity Forest Corporation Ltd. similar to this one;

2. if the disclosure is required by law; or3. if the information has first been made public by the Wells-Barkerville Community Forest

Corporation Ltd.

If confidential information or a confidential document is made public by someone other than me, I may discuss the information or document that has been made public with any person as long as I do not, in that discussion, disclose any confidential information or document that has not already been made public.

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Section 2 - Code of Conduct The Code of Conduct sets out the conditions for the attitudes, behaviors and actions expected of an individual on the board of the Wells-Barkerville Community Forest Corporation Ltd.

In fulfilling my responsibilities as a board member of the WELLS-BARKERVILLE COMMUNITY FOREST CORPORATION LTD. I agree to:

1. Exercise the duties of care, diligence and skill.2. Respect the confidentiality of board discussions and discussions.3. Abide by all board policies governing board member behaviour, practices, decisions and

actions.4. Respect and abide by the board's governing principles.5. Honour my obligations to attend all board meetings and where this is not possible,

notify the Chair in advance of my inability to attend.6. Support the work of the Wells-Barkerville Community Forest Corporation Ltd. by

attending Wells-Barkerville Community Forest Corporation Ltd. events.7. Come to board meetings having read the materials relevant to the board meeting

agenda.8. Abide by the board's meeting rules and by the method or process agreed to for

conducting board meetings.9. To avoid where possible any conflict of interest and when it is not possible to do so,

declare to all board members the real or potential conflict.10. Abide by any policy or rules of the board regarding conflict of interest which include the

annual signing and submission of the Disclosure Statement.11. Exercise and discharge the powers and duties of a director honestly and in good faith.12. Respect the right of each member to contribute his/her position or opinion to board

discussion and discussions, even though I might disagree with them.13. Refrain from behaviour which undermines the board's integrity, discussions, decision

making.14. Ensure that my views and opinions are expressed in board discussions and to honour

the principle that a board decision made fairly is the position on the matter decided.15. To participate and contribute to building and maintaining a strong, healthy productive

and effective functioning board.16. Use board agendas and meeting to voice my disagreement with board positions and

decisions and not attempt to undermine the board by using public forums or specialinterest groups or mechanisms to voice my disagreement.

17. Respect and honour the governing principles that board members will avoidcommunication with staff other than the General Manager on matters related toadministration or operation s.

18. Not use my position as a board member to obtain employment with the Wells-Barkerville Community Forest Corporation Ltd. for myself, family members or closecolleagues.

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Section 3 - Personal Interest Disclosure Statement Purpose The purpose of a Personal Interest Disclosure Statement is to allow Wells-Barkerville Community Forest Corporation Ltd. board of directors to declare personal interests and activities in order to manage for real or perceived conflict of interest. This form is an important component of the Wells-Barkerville Community Forest Corporation Ltd. Conflict of Interest Policy. Process Members of the Wells-Barkerville Community Forest Corporation Ltd. Board of directors will complete the Disclosure Statement by listing employer, contracts, memberships, and other affiliations that may present a real or perceived conflict of interest. Please also list associations that do not fall within these categories. Employment State employer (and/or major contracts) and briefly describe the nature of your work: Organizations and Memberships State all clubs, Societies, Organizations and other memberships relevant to the Wells – Barkerville Community Forest Ltd. Other Interests List any additional information that is potentially of interest to the purpose of Conflict of Interest I acknowledge that the information contained in this form is complete and accurate. ____________________________________ Print name ____________________________________ Signature ____________________________________ Date

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January 24, 2019

To: Mayor and Council

District of Wells

Mayor Fourchalk and Council,

I am writing to request that you consider extending my current four-month appointment to the Board of

the Wells Barkerville Community Forest Corporation Board to September 2019 to coincide with our

corporation Annual General Meeting. When I requested the short extension of my term this past fall I

did not foresee the significant challenges with the resignation of two long time Directors, the

appointment and orientation of three new Directors and the retirement of our existing legal counsel.

That being said, we now have a great new team in place and are looking forward to the start of our

second 5-year cut control period with a management contract in place with West Fraser Mills that

promises to continue bringing significant benefits to the community.

I have worked (with many others) to realize the dream of a community forest for Wells for almost a

decade now and don’t want my premature resignation to cause any further complications for the Board

as we begin planning on some exciting new initiatives.

Thank you for your consideration of my request.

Sincerely

John

John Massier

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District of Wells

’

’i$?!ee.tiné¢?até;Féhl?uarv112;:Re.l?9'T?..Dat‘3.‘

3

F9l?'“aFY..729.1.9.. ..

s.;‘5‘jec:.iié's'6iutibhof SupportforiiukélandNbftherhCornmulnitiesl”

I '.“f..'3.$”,“Ct”.'?’.§[?"".§‘.PP"°3'Fl9,'?,

E nose |.s...s._99=To request a resolutionof aWF'{'u‘ra| lnfrasturuhcturel

§Gra.. ..|icati.9n.-"We.'|.sWa.terané_§ewer.|_nfrastr99t9re’f .

In January»2019staffsuccelssfullyrcomlpleted a" applicationInvesting in Canada Infrastructure Program — BC Rural and Norther Communities

3

infrastructure. One of the benefits ofthis funding package is that for local governmentswith populatinos less than 5,000 funding is available up to 100% of eligible project costs

I

(60% Government of Canada, 40% Province of British Columbia). Municipalities werelimited to one application.

The application that was submitted was exclusively focused on water and sewerinfrastructure and requested support for five (5) projects in Wells:

LiftStation

Second filter at the Water Treatment PlantA phase two desktop study and installation of a second wellRehabilitation of the current well with new transmitter, piping and equipmentTreatment Study for the Sewage Lagoon

5-"‘:'>P"."’!"

Combined the five items with contingency funding came to $1,534,530. The project wasV

timelined through to 2022 to ensure adequate time for the District PublicWorks to; work with suppliers on ordering, installation and manpower.

Staff are requested a resolution of support from Council at this time. A resolution is arequired part ofthe application and there is a time limit on providing this resolution tothe ministry to be included with our application. The ministry has also provided sample

’

wording on how they would like the resolution worded, which staff have included in our. rec<2_rI1mendat.i9n.léelow.

_. _. .-

_!?..l.4.<=_!ss_-=..t..Pow.§taf?nz.an9!...k9sa| C9n_§id.9rati.9ns=._ .. ..

A

Pr°Je§!.w.i'.! .°n,'v P.r.9.c.eedi.f.fur3.4in2h§.$..*asé=9nam>.r9ved;... ,

P.O. Box 219, Wells, BCVOKZRO T: 250-994-3330 F: 250-994-3331 E: [email protected]

of 41

0 ‘lP"5..l3,°°9.'..'.‘T"...°f.'.‘.Fla‘l°".5_..’

_1. THAT Council receives the report resolutionofsupportforltlural

Northern Communities Program Funding Application; AND

2. THAT Council approves the following resolution: The District of Wells supports theproject and the funding application regarding the Investing in Canada infrastructureProgram — Ruraland Northern Communities Program Funding Application for Wells

=Water and Sewer Infrastructure in the amount of $1,534,530; OR

3. Rejects the foregoing recommendations.

,7 giggséWylie Bystedt, BAAC

Deputy Finance Officer - Economic Development Officer

P.O. Box 219, Wells, BCVOK2R0 T: 250-994-3330 F: 250-994-3331 E: marketing@wel|s.ca

of 41

District of Wells

'.

.M¢etiné_.'29t9.ReP9r.t_Pat_¢= ?

,'V"’:!'_‘.9., ,

Er9m=Wvli9...Bt$tedt¢_.PFQ/E.P_Q._.. ._ .. ..._ . ..... ..Subject: Recommendation for proponent for Engineering Services for

WellsEnsrgvSxasm

I

To provide Council with a recommendation to enter contract negotiations with a§ proponent following the issuance of a RFP for a ”Districtof Wells Engineering ServicesiforWe.!'§.E.r1<%.ra._v.Svstemf’.

5“"n‘Decer'?béF'§bi‘éstaffissuedan RVE'P”fora "'DistrictofWellsEngineeringsé"n}icé's’¥6r

3for the Community Energy System (also known locally as the bio—massproject orheating system).

The District received three (3) proposal submissions from qualified proponents. Oneproposal was significantly over budget, while two proposals were very close in pricing.These proposals have been reviewed by staff and our recommendation is that acontract he entered with Wunderlin Consulting.

Thomas Wunderlin came highly recommended by Telkwa and Granisle which are twoi

projects almost identical in scope and objective to our proposed system. Wunderlin, guided and managed the project through all stages from feasibility to design,

installation, operation, training and support. Wunderlin was also co—founderof Arctic3 Green Energy which brought biomass heating to Canada's North and worked with the.government on changing their heating energy policy. They also noted their keen

interest in utilizing local contractors to encourage and develop local technicalknowledge and capacity and a more thorough understanding ofthe individualcomponents. It should be noted that Thomas Wunderlin was also the engineer whowrote the feasibility report that formed the backbone of our successful grant

Eapplication.

3Staff are therefore recommending that a contract be entered with Wunderlin.9n§9,|ti.ns-

§.‘t'.d3¢t.'POM...Staf?ngand '-ER‘.C°"§.‘.F1?'?“,°F‘.??.....

§.....9.0%.off.“T.'!15havelws-.n.aPP'9.V§d.-

P.O. Box 219, Wells, BCVOK ZRO T: 250-994-3330 F: 250-994-3331 E: marketing@wel|s.ca

fWells Energy System”. This RFP was in support of the successful grant funding approved

of 41

9 “Q95 3‘.5‘.5..'.-'."'.‘.'_’.?‘°"‘='3t..i..""...5.’.

the Engineering Services for Wells Energy System RFP;AND

2. That Council approves entering a contract with Wunderlin Consulting for the

_"District of Wells Engineering Services for Wells Energy System”; OR

3. Rejects the foregoing recommendations.

A

Wylie Bystedt, BAAC

Deputy Finance Officer — Economic Development Officer

P.O. Box 219, Wells, BCVDKZRO T: 250-994-3330 F: 250-994-3331 E: marketing@we|ls.ca

'

1. That Council receives the repowrtlon?t-herecommenclaltlionforlpvropolnehtlfollovvlingHV

of 41

District of Wells

..

ResortDates‘

Febru.arv_.7»291.9.

_l\_/I to: ‘

7

Subject: Recommendation for proponent for Community Corridor.sBea9.§ificati9.9_..P.l§.ncs

7..

§”Toprovide Counciltoproponent following the issuance of a RFPfor a "Districtof Wells Corridor Beautification ;5tratesxff_._.__._..

Beautification Plan”. This RFPwas in support of the successful Rural Dividend Fundapplication for Wildfire Mitigation and Corridor Beautification.

n"Deceinbér""2"i51ssté‘r¥"i"_é§Jédair;"rirP’r6rg."'««'b'ism;i"a+'werr;i&a;5aa¢‘nrtyCorridor.“ "

The District received three (3) proposal submissions. Two of the three submissions werevery good, however, one response stood out for the work they have done in theCariboo and Northern BC (such as Houston, Golden, Kimberley and Quesnel), a teamcomposition that will be complimentary for Wells with a flexible schedule andcomplimentary visioning for the project.

Staffar.¢..Ih9.ref°re re9.9.rI?.rI1endins...th.ata ¢.9n.t.ract besntered.w.ith..}Jrban..Sxsterr1§_:.. .

P°|icv;.$t?.ffin.s..and _'-_..°iE.".’..'C°nsis!s.rati9.n§.: ... _

100% of funds have been received from successful RDFapplication and are included in%_..t.he.2019budget-........._

,

ytions Rec endatios,:_3

1. That'Councilreceives thei the Community Corridor Beautification Plan RFP;ANDT;2. That Council approves entering a contract with Urban System for the ”District of

Wells Community Corridor Beautification Plan”; OR

owing

Rejects the foregoing recommendations.

4 4,650£201.13Wylie Bystedt, BAAC


P.O. Box 219, Wells, BCVOKZRO T: 250~994-3330 F: 250-994-3331 E: marketing@wel|s.ca

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District of Wells

_ Renort.Dat.e=February1.2.919Me'r!9.t.9=Mar°rans!.C°unci'

From .v..'ieBvste...F.0/EP.0.r1

.Subject: j Recommendation for proponent for District of Wells Facility

iassessment

.... .. . , . ..

iprovide Cou c W] a recommendation to enter contract negotiations with a

fPr.9.9.9nentfollowingtheissuanceofanRFPfora’?.Pis_tric.tof We!_|s.Eaci|itvAssessment?’

In December staffissueldRFPfora “DistrictofvlllllellrsFacilitlylielslsessment’).9 9

gRFPwas in support of a successful grant approved from Rural Dividend Funding in 2018.I

The District received two (2) proposal submissions from qualified proponents. Bothproposals were strong but there were technical differences between the twoproponents. These proposals have been reviewed by staff and our recommendation isthat a contract be entered with Pinchin Ltd.

:Pinchin Ltd. provided a very detailed overview and information on both the in-house

, and specialist sub—contractorsthat they use. They are able to provide considerablyQmore experience in-house with access to their own testing laboratories. They will be

providing structural, mechanical, electrical, hazard, civil,architectural, roof system, fire,1 windows and exterior site features. As requested in the RFP, upon completion of the

site survey a reporting outlining deficiencies will be prepared that will outline

‘

recommendations for remedial work along with associated budget costs. This reportwill then be useful as an aid in additional grant applications.

._$t§ffaretherefore.r999rnr!19n.dina.th§t sontrast.

.P9"cv.Staf?nzand Lesa|.§.9n_siderati¢nsé_ .. _ .

.. o.9.ffsmdshave sivedthr9_u.s.h..Rura!.Pi.

P.O. Box 219, Wells, BCVOK2R0 T: 250-994-3330 F: 250-994-3331 E: [email protected]

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O tio_ns bl3ecomrnendati_onM1. That Council receives thelreporton thlemrecommelndationltorproponentfolllolwinéwH:

the Facility Assessment RFP;AND

2. That Council approves entering a contract with Pinchin Ltd. for the "District of WellsFacility Assessment”; OR

I 3. Rejects the foregoing recommendations.

Wg//./¢ét.,,¢zz.,:z/ti:/jylie Bystedt, MAC


P.O. Box 219, Wells, BCVOKZRO T: 250-994-3330 F: 250-994-3331 E: marketing@we||s.ca

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DISTRICT OF WELLS REGULAR COUNCIL MEETING AGENDA

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