Common use of User's Covenants Clause in Contracts

User's Covenants. 7.1 The User covenants and agrees with the Authority as follows: a) The User shall use the Access Area in a manner that ensures that the Access Area and the Lands remain in a clean and tidy condition. If the User or persons for whom the User is responsible in law breach this provision, in addition to the other remedies of the Authority, the User shall restore the Access Area and the Lands to a clean and tidy condition. Alternatively, the Authority may in its sole discretion undertake the required maintenance, cleaning, janitorial services, repairs or restoration of the Access Area or the Lands, as the case may be, and the cost of such maintenance, cleaning, janitorial services, repairs or restoration shall, in addition to the other remedies of the Authority, be payable by the User to the Authority forthwith upon demand; b) Not to commit any waste or create any nuisance or damage on the Access Area or Lands or to lands and/or communities adjacent to the Lands. Notwithstanding Section 3 of this Agreement, the User shall not use the Access Area or Lands for any purpose which the Authority deems to be a nuisance to or an interference with any existing use of the Lands, including the Access Area, or to lands and/or communities adjacent to the Lands as the Authority may determine from time to time in its sole discretion; c) Not to construct, erect, leave or place any structures, signage, equipment, machinery or other improvements on or make any alterations or renovations to the Access Area, without the prior written consent of the Authority, which consent may be withheld for any reason, and upon such terms and conditions as the Authority may require; d) To pay all costs and expenses arising out of the User’s use of the Access Area whether pursuant to this Agreement including, but not limited to, utilities, equipment and Au hor ersonne . Payment of additional ts d exp nses shall be ma by the User directly to the invoici g depar ment o the Autho ity, mediately u eceipt of an invoice; e) Not to bring any claims or demands of any nature or kind in respect of loss, injury or damage to the User's property, business, employees, Sponsored Owner Operators, contractors or otherwise howsoever against the Authority; f) To accept full responsibility, risk for and control over all drivers of the User, whether employees or contractors including, without limitation, Sponsored Owner Operators; g) To comply with and abide by all applicable statutes, laws, bylaws, rules and regulations and orders of any lawful governmental authority from time to time in force and effect, including, without limiting the generality of the foregoing, all applicable environmental, labour, health and safety laws and regulations, which apply to the User, its operations, or which in any way affect or apply to the Access Area and the use and occupation thereof; h) To cooperate in a timely manner with all requests made by the Authority and to comply with and abide by all rules, regulations, bylaws, notices, directions and requirements which may from time to time be established by the Authority, including, without limitation, all safety, operations, security and navigational directions or requirements of the Authority’s Operations and Security departments, including, but not limited to, ensuring that all employees, Sponsored Owner Operators and contractors of the User have a valid Port Pass before accessing the Access Area; i) Not to cause or permit anything to be done on or to the Access Area which results in contamination or environmental damage to the Access Area. The User shall not permit the Access Area to be used for the storage, treatment, generation, transportation, handling or disposal of any hazardous or contaminated materials or substances; j) To indemnify and save the Authority harmless in respect of all actions, proceedings, losses, damages, costs, claims, and liabilities, including without limitation claims against the Authority by third parties and fees of lawyers and other professional advisors arising for any reason whatsoever including, without limitation, damage to property both within and outside of the Access Area, or arising out of or in any way connected with: 1. any breach, violation, negligent performance, or non-performance of any covenant, condition, or agreement in this Agreement by the User or any person for whom the User is responsible in law, including, without limitation, each and every employee, Sponsored Owner Operator and contractor of the User and every occupant of any vehicle operating at the behest of or on behalf of the User; 2. any personal injury, death, or damage to the Access Area occurring on or outside the Access Area or any loss or damage arising out of or in any way connected with the User’s, or its agents’, employees’, Sponsored Owner Operators’ and/or contractors’ use and occupation of the h this Agree ; 3. the Access A a not eing suitab e for by the User 4. the transportat of material or substance on, of or from the Access Area by the User, or by any agent, employee, Sponsored Owner Operator, contractor, or any other party for whom the User is responsible in law; and this indemnity shall survive the termination of this Agreement; k) To permit the Authority, municipal Police, RCMP, Authority contracted security, and/or Canada Border Services Agency, (“BCSA”), and their respective employees, servants, contractors, subcontractors and representatives to enter into any vehicle in the Access Area or the Lands for any reasonable purpose including, without limitation, the examination of the condition of the vehicle and the User’s compliance with and observance of the terms and conditions of this Agreement; l) To ensure that access roads to the Access Area and Lands are kept open and unobstructed at all times and that traffic is not impeded, halted or otherwise denied the ability to move along access roads to or on the Access Area and Lands as a result of the use of the Access Area by, on or behalf of the User except as specifically authorized in advance by the Authority; m) To be responsible for all traffic management matters relating to the use of the Access Area and/or Lands by the User and to ensure that the User’s employees, Sponsored Owner Operators and contractors only stage and/or park vehicles in designated, authorized areas; n) To ensure that all equipment, including, without limitation, all truck, trailer and chassis assets used by the User in the furtherance of Port-Related Drayage, are stored, staged or parked and left only on private lands to which the User has duly secured authorization in advance; o) To ensure that normal business operations of those businesses and residents in the vicinity of the Access Area and Lands are not disturbed or affected by the User’s activities; p) To provide a copy of these covenants to all employees and contractors of the User, including without limitation, Sponsored Owner Operators, prior to their entry into the Access Area and to ensure all recipients have reviewed and understand the said covenants and their obligation to comply with same; q) To actively and cooperatively participate in periodic reviews, (should the Authority, in its sole discretion, undertake same), of the User’s operational performance and compliance with the terms and restrictions of this Agreement, having regard to Port-Related Drayage and to other factors, as those factors may impact drayage generally, both throughout the Lower Mainland and specifically, Port-Related Drayage (“Performance Reviews”); r) Not to book or attempt to book reservations under the Reservation System in excess of the reasonable business needs of the User. For greater clarity, regularly booking more than ten percent more reservation slots than the User ultimately ute excessive kings in breach of this provision; s) Forthwith upon req est by the Authorit to rity evidence of all applicable regulat ap y third party consents as reasonably required by the Authority in its sole discretion, respecting the User’s use of the Access Area, (e.g. special interest groups, neighbouring municipalities, etc.); t) To access the Access Area and operate within the Access Area only using tractors or other road transportation equipment that meet all of the requirements of this Agreement, including, without limitation, that such equipment has, prior to entering the Access Area, been properly and duly: 1. maintained in good condition and is in compliance with all of the requirements set out herein and all statutes, regulations, policies, recommendations and directives relating to the safety and operation of such equipment including, without limitation, all applicable ICBC and Worksafe BC policies and guidelines, or comparable regulatory regime, if the User is not resident in British Columbia, (a “Comparable Regime”); 2. accurately described and identified in advance and in writing by the User to the Authority; 3. registered and insured in accordance with the Motor Vehicle Act of British Columbia and the Insurance (Vehicle) Act of British Columbia or in accordance with a Comparable Regime; 4. submitted and passed any regulatory air quality and emissions testing and procedures as may be applicable to the User and the Authority’s opacity testing and procedures; and 5. designated in writing as “approved” by the Authority, (each an “Approved Vehicle” and collectively, “Approved Vehicles”); u) To ensure that all Approved Vehicles that enter onto the Access Area by or on behalf of the User, display proper identification, readily reflecting that the Approved Vehicle is accessing the Access Area on behalf of the User; v) To ensure that every Approved Vehicle displays a visible, valid TLS decal (a “TLS Decal”) at the top, driver’s side of the windshield, indicating that the vehicle is duly authorized by the Authority under the TLS to provide Port- Related Drayage, as that term is defined herein; w) To maintain the insurance described in Schedule “B” attached hereto throughout the Term; x) To produce any Approved Vehicle for interim testing during the Term as may be required by the Authority in its sole discretion. Any Approved Vehicle that fails to meet the emission standards or requirements of ACOR, or any standards established by the Authority or other applicable emission standards, may have its Approved Vehicle status cancelled or suspended without notice; y) To maintai an Nati nal fety Code Certificate, (“NSC”) or US ificat on, and to advise he Authority forthwith if the NSC is cancelled ▇▇▇▇▇▇ ▇▇ or othe wise res and to diately cease any attempt to access the Access Ar a and R z) To provide the Authority with any information required by the Authority in the Authority’s sole and absolute discretion, including, without limitation, the information described in Schedule “C” attached hereto and as may be amended from time to time (the “Required Information”) and to provide the Authority with timely notice of any changes to the Required Information, such notice to be given concurrent with the User becoming aware of any such change; aa) that all information, including Required Information, provided pursuant to this Agreement and/or provided in the course of obtaining and maintaining a port-related security pass (a “Port Pass”), including personal information, is gathered and required for the purpose of enhancing safety, security, order, and operational efficiencies within the Access Area and those communities adjacent to the Access Area and for stabilizing the drayage market, (the “Stated Purpose”). In furtherance of the Stated Purpose, the User acknowledges and agrees that the Authority may, during the Term, for a reasonable period of time after the Term or for as long as the User and/or the persons for whom the User is responsible in law continue to hold Port Passes, disclose any or all information related to the User and/or its activities to third parties, including, without limitation, law enforcement, government, regulatory agencies including, the British Columbia Commissioner of Trucking, other port users and terminal operators (collectively, “Third Parties”). More specifically, but without limitation, the User further acknowledges and agrees that the Authority may disclose information regarding any alleged or suspected breach of this Agreement or the Port Pass program, or any remedy, including, without limitation, suspension, termination or modification of this Agreement or the Authority’s Port Pass program or any of the privileges granted thereunder, to the Third Parties and/or to the public at large. In the furtherance of the Stated Purpose, the User further acknowledges that the Third Parties may share with the Authority comparable information, including, without limitation, information respecting the User’s operations and alleged or suspected activities that might constitute violations and/or breaches of the terms of this Agreement or the Authority’s Port Pass program;

User's Covenants. 7.1 The User covenants and agrees with the Authority as follows: a) The User shall use the Access Area in a manner that ensures that the Access Area and the Lands remain in a clean and tidy condition. If the User or persons for whom the User is responsible in law breach this provision, in addition to the other remedies of the Authority, the User shall restore the Access Area and the Lands to a clean and tidy condition. Alternatively, the Authority may in its sole discretion undertake the required maintenance, cleaning, janitorial services, repairs or restoration of the Access Area or the Lands, as the case may be, and the cost of such maintenance, cleaning, janitorial services, repairs or restoration shall, in addition to the other remedies of the Authority, be payable by the User to the Authority forthwith upon demand; b) Not to commit any waste or create any nuisance or damage on the Access Area or Lands or to lands and/or communities adjacent to the Lands. Notwithstanding Section 3 of this Agreement, the User shall not use the Access Area or Lands for any purpose which the Authority deems to be a nuisance to or an interference with any existing use of the Lands, including the Access Area, or to lands and/or communities adjacent to the Lands as the Authority may determine from time to time in its sole discretion; c) Not to construct, erect, leave or place any structures, signage, equipment, machinery or other improvements on or make any alterations or renovations to the Access Area, without the prior written consent of the Authority, which consent may be withheld for any reason, and upon such terms and conditions as the Authority may require; d) To pay all costs and expenses arising out of the User’s use of the Access Area whether pursuant to this Agreement Agreement, including, but not limited to, utilities, equipment equipment, Authority contracted security and Au hor ersonne Authority personnel. Payment of additional ts d exp nses Authority costs and expenses shall be ma made by the User directly to the invoici g depar ment o invoicing department of the Autho ityAuthority, mediately u eceipt immediately upon receipt of an invoice; e) Not to bring any claims or demands of any nature or kind in respect of loss, injury or damage to the User's property, business, employees, Sponsored Owner Joined Independent Operators, contractors or otherwise howsoever against the Authority; f) To accept full responsibility, risk for and control over all drivers of the User, whether employees or contractors including, without limitation, Sponsored Owner Joined Independent Operators; g) To comply with and abide by all applicable statutes, laws, bylaws, rules and regulations and orders of any lawful governmental authority from time to time in force and effect, including, without limiting the generality of the foregoing, all applicable environmental, labour, health and safety laws and regulations, which apply to the User, its operations, or which in any way affect or apply to the Access Area and the use and occupation thereof; h) To cooperate in a timely manner with all requests made by the Authority and to comply with and abide by all rules, regulations, bylaws, notices, directions and requirements which may from time to time be established by the Authority, including, without limitation, all safety, operations, security and navigational directions or requirements of the Authority’s And and Marine Operations and Security departments, including, but not limited to, ensuring that all employees, Sponsored Owner Joined Independent Operators and contractors of the User have a valid Port Pass before accessing the Access Area; i) Not to cause or permit anything to be done on or to the Access Area which results in contamination or environmental damage to the Access Area. The User shall not permit the Access Area to be used for the storage, treatment, generation, transportation, handling or disposal of any hazardous or contaminated materials or substances; j) To indemnify and save the Authority harmless in respect of all actions, proceedings, losses, damages, costs, claims, and liabilities, including without limitation claims against the Authority by third parties and fees of lawyers and other professional advisors arising for any reason whatsoever including, without limitation, damage to property both within and outside of the Access Area, or arising out of or in any way connected with: 1. any breach, violation, negligent performance, or non-performance of any covenant, condition, or agreement in this Agreement by the User or any person for whom the User is responsible in law, including, without limitation, each and every employee, Sponsored Owner Joined Independent Operator and contractor of the User and every occupant of any vehicle operating at the behest of or on behalf of the User; 2. any personal injury, death, or damage to the Access Area occurring on or outside the Access Area or any loss or damage arising out of or in any way connected with the User’s, or its agents’, employees’, Sponsored Owner Joined Independent Operators’ and/or contractors’ use and occupation of the h this Agree Access Area; 3. the Access A a Area not eing suitab e being suitable for use by the User; and 4. the transportat transportation of any contaminated or hazardous material or substance on, of or from the Access Area by the User, or by any agent, employee, Sponsored Owner Joined Independent Operator, contractor, or any other party for whom the User is responsible in law; and this . The foregoing indemnity shall survive the termination of this Agreement; k) To permit the Authority, municipal Police, RCMP, Authority contracted security, and/or Canada Border Services Agency, (“BCSA”), Agency and their respective employees, servants, contractors, subcontractors and representatives to enter into any vehicle in the Access Area or the Lands for any reasonable purpose including, without limitation, the examination of the condition of the vehicle and the User’s compliance with and observance of the terms and conditions of this Agreement; l) To ensure that access roads to the Access Area and Lands are kept open and unobstructed at all times and that traffic is not impeded, halted or otherwise denied the ability to move along access roads to or on the Access Area and Lands as a result of the use of the Access Area by, on or behalf of the User except as specifically authorized in advance by the Authority; m) To be responsible for all traffic management matters relating to the use of the Access Area and/or Lands by the User and to ensure that the User’s employees, Sponsored Owner Joined Independent Operators and contractors only stage and/or park vehicles in designated, designated vehicle authorized areas; n) To ensure that all assets and equipment, including, without limitation, all trucktrucks, trailer trailers and chassis assets used by the User in the furtherance of Port-Related Drayage, are stored, staged or parked and left only on private lands to which the User has duly secured authorization in advance; o) To ensure that normal business operations of those businesses and residents in the vicinity of the Access Area and Lands are not disturbed or affected by the User’s activities; p) To provide a copy of these covenants to all employees and contractors of the User, including without limitation, Sponsored Owner Joined Independent Operators, prior to their entry into the Access Area and to ensure all recipients have reviewed and understand the said covenants and their obligation to comply with same; q) To actively and cooperatively participate in periodic reviews, (should the Authority, in its sole discretion, undertake same), reviews of the User’s operational performance and compliance with the terms and restrictions of this Agreementperformance, having regard to Port-Agreement compliance, Port- Related Drayage and to other factors, as those factors may impact drayage generally, both throughout the Lower Mainland and specifically, Port-Port- Related Drayage (“Performance Reviews”); r) Not to book or attempt to book reservations under the Reservation System in excess of the reasonable business needs of the User. For greater clarity, regularly booking more than ten percent (10%) more reservation slots than the User ultimately ute meets or needs would constitute excessive kings bookings in breach of this provision; s) Forthwith upon req est request by the Authorit Authority, to rity provide to the Authority evidence of all applicable regulat ap y regulatory approvals and to provide evidence of any third party consents as reasonably required by the Authority in its sole discretion, respecting the User’s use of the Access Area, (e.g. including, without limitation, from special interest groupsgroups and neighbouring municipalies. More specifically, neighbouring municipalitiesbut without limitation, etc.)if requested by the Authority, the User shall provide the Authority with a copy of its current, valid BC Licence; t) To maintain a valid BC Licence, at all times during the Term and to advise the Authority, forthwith, if the User’s BC Licence or any fleet allotment and/or tractor tag, (a “Tag”), issued or authorized pursuant to that BC Licence is modified, suspended, terminated, expired or otherwise rendered invalid, whether temporarily or permanently. For greater clarity, if the User is comprised of two companies, then the User shall hold either a joint BC Licence in the name of both companies that form the User, or each company that forms the User must hold its own valid BC Licence; u) To access the Access Area and operate within the Access Area only using tractors or other road transportation equipment that meet all of the requirements of this Agreement, including, without limitation, that such equipment has, prior to entering the Access Area, been properly and duly: 1. maintained in good condition and is in compliance with all of the requirements set out herein and all statutes, regulations, policies, recommendations and directives relating to the safety and operation of such equipment including, without limitation, all applicable ICBC and Worksafe BC policies and guidelines, or comparable regulatory regime, if the User is not resident in British Columbia, (a “Comparable Regime”); 2. accurately described and identified in advance and in writing by the User to the Authority; 3. registered and insured in accordance with the Motor Vehicle Act of British Columbia and the Insurance (Vehicle) Act of British Columbia or in accordance with a Comparable Regimecomparable, relevant legislation of another province of Canada or state of the United States of America; 4. submitted and passed any regulatory air quality and emissions AirCare On-Road Program (“ACOR”), testing and procedures as may be applicable to the User and the Authority’s opacity testing and procedures; and 5. designated in writing as “approved” by the Authority, (each an “Approved Vehicle” and collectively, “Approved Vehicles”); uv) To ensure that all Approved Vehicles that enter onto the Access Area by or on behalf of the User, display proper identification, readily reflecting that the Approved Vehicle is accessing the Access Area on behalf of the User; vw) To ensure that every Approved Vehicle displays a visible, valid TLS decal (a “TLS Decal”) at the top, driver’s side top of the driver-side windshield, indicating that the vehicle is duly authorized by the Authority under the TLS to provide Port- local Port-Related DrayageDrayage within the Lower Mainland of British Columbia, as that term is defined hereinin the Container Trucking Legislation, (“Local Drayage”); wx) To maintain the insurance described in Schedule “B” attached hereto throughout the Term; xy) To produce any Approved Vehicle for interim testing during the Term as may be required by the Authority in its sole discretion and, if requested by the Authority in its sole discretion, to provide written certification in a form acceptable to the Authority from a pre-approved mechanic or authorized dealer regarding the mechanical and environmental condition of the Approved Vehicle. Any Approved Vehicle that fails to meet the emission standards or requirements of ACOR, or any standards established by the Authority or other applicable emission standards, may have its Approved Vehicle status cancelled or suspended without notice; yz) To maintai an Nati nal fety maintain at all times a valid Canadian National Safety Code Certificate, Certificate (“NSC”) or equivalent US ificat oncertification, and to advise he the Authority forthwith if the NSC is cancelled ▇▇▇▇▇▇ ▇▇ cancelled, terminated or othe wise res otherwise expires and to diately immediately cease any attempt to access the Access Ar a Area and RReservation Systems; zaa) To provide the Authority with any information required by the Authority in the Authority’s sole and absolute discretion, including, without limitation, the information described in Schedule “C” attached hereto and as may be amended from time to time (the “Required Information”) and to provide the Authority with timely notice of any changes to the Required Information, such notice to be given concurrent with the User becoming aware of any such change; aabb) that all information, including Required Information, provided pursuant to this Agreement Agreement, the BC Licence, and/or provided in the course of obtaining and maintaining a port-related security pass (a “Port Pass”), including personal information, is gathered and required for the purpose of enhancing safety, security, order, and operational efficiencies within the Access Area and those communities adjacent to the Access Area and for stabilizing the drayage market, Local Drayage market (the “Stated Purpose”). In furtherance of the Stated Purpose, the User acknowledges and agrees that the Authority may, during the Term, for a reasonable period of time after the Term or for as long as the User and/or the persons for whom the User is responsible in law continue to hold Port Passes, may disclose any or all information related to the User and/or its activities to third parties, including, without limitation, law enforcement, government, regulatory agencies including, the British Columbia Commissioner of Truckingagencies, other port users and terminal operators (collectively, “Third Parties”). More specifically, but without limitation, the User further acknowledges and agrees that the Authority may disclose information regarding any alleged or suspected breach of this Agreement Agreement, the BC Licence or the Port Pass program, or any remedy, including, without limitation, suspension, termination or modification of this Agreement or the Authority’s Port Pass program or any of the privileges granted thereunderhereunder, the BC Licence, or a Port Pass, to the Third Parties and/or to the public at large. In the furtherance of the Stated Purpose, the User further acknowledges that the Third Parties may share with the Authority comparable information, including, without limitation, information respecting the User’s operations and alleged or suspected activities that might constitute violations and/or breaches of the terms of this Agreement Agreement, the BC Licence or the Authority’s Port Pass program;