S3pm4 RBRC 64 Avenue Rail Overpass

REPORT TO
MAYOR AND COUNCIL
PRESENTED: MARCH 2, 2009 - REGULAR MEETING REPORT: 09-26

FROM: ENGINEERING DIVISION FILE: 5330-23-03
SUBJECT: RBRC – 64 AVENUE RAIL OVERPASS AT HIGHWAY 10 PROJECT
RECOMMENDATIONS:
That Council receive the RBRC – 64 Avenue Rail Overpass at Highway 10 Project (“the
Project”) report; and
That Council endorse the preliminary design; and further
That Council authorize staff to enter into agreements with the Government of Canada,
Contribution Agreement (“GOC Agreement”) and the Project Agreement, Roberts Bank Rail
Corridor Program (“RBRC Agreement”) on behalf of the Township of Langley, subject to such
modifications as may be deemed necessary by legal counsel.
EXECUTIVE SUMMARY:
Public Consultation Process
The Project has recently completed a public consultation process which involved three separate
components:
1. Public Open Houses were held on January 31 and February 2 with 389 people attending.
Based on the questionnaire the general comments are as follows:
• The attendees were generally supportive of a road/rail overpass in the approximate
location of the intersection at Highway 10 / 64 Avenue / Mufford;
• The attendees were generally supportive of “Option J” however this option has technical
and financial challenges and was found by the other Project partners to be inconsistent
with the original project principles; and,
• Of all the remaining options the Open House attendees found the preliminary design to
be the next most acceptable alignment option.
2. Special Meeting of Township Council for the purpose of Public Input as to Mufford/64th
Avenue Road / Rail Overpass. A total of 41 people spoke at the Public Input Meeting. From
that 38 were opposed and 3 were in favour of the preliminary design. The meeting minutes are
attached to this report.
3. Community Survey
An independent research company, named Synovate, which were previously retained by the
Township for Community Surveys, conducted a telephone survey from February 4 to 7, 2009 of
residents living within the Township of Langley. From the 401 respondents the Community
Survey (which, from the sample size of 401 has a minimum margin of error of +/- 5%, 19 times
out of 20) provided the following results:
RBRC – 64 AVENUE RAIL OVERPASS AT HIGHWAY 10 PROJECT
Page 2 . . .
• Two-thirds of residents are aware of the proposal to build an overpass project in the
Township of Langley;
• Support for the overpass project outweighs the opposition by 49% to 11% with 38%
having no opinion either way; and,
• After reflecting on some of the positives and negatives of the overpass project support
rose to 69% leaving 15% still opposed and 16% undecided.
As a result of the feedback heard from the community members at the Open Houses the
preliminary design is being enhanced to account for several of the salient issues that were
brought forward, including:
1. Accommodate the capacity issues at the intersection at Highway 10/216/Crush Crescent

and as traffic volumes demand at the intersections of 64th and 224th, 232nd and 232nd
Street and Springbrook Road;
2. Accommodate the safety issues (such as pedestrian safety) between 64 and intersection
at Highway 10/216/Crush Crescent;
3. Accommodate the safety issues along 64 Avenue east of 216 (e.g., construct wider
shoulders, installing traffic calming measures, enforcement);
4. Ensure farms have full access to the road network;
5. Ensure the viability of agriculture and farming operations; and,
6. Accommodate the heritage aspects and the archaeological significance of the Milner
area.
Funding Agreements
The $51M Project is funded through two agreements, one with the Government of Canada,
valued at $3.1M and the second with the Roberts Bank Railway Corridor Program, valued at
$38.6M. Both agreements have been thoroughly reviewed by staff and the Township’s lawyers.
PURPOSE:
To provide Council with a briefing on the outcome of the recent public questionnaires and
community survey and to seek authority to enter into the Project funding agreements.
BACKGROUND/HISTORY:
Public Open Houses:
Two Open Houses were held by the Township in order to present the latest project preliminary
design and have available project staff to answer questions, issues and concerns. The Open
Houses were held on Saturday, January 31, 2009, 10am to 2pm at the Milner Community Hall
and, Monday, February 2, 2009, 5:30pm to 8:30pm at the Township of Langley Civic Facility.
In attendance with Township staff at the Open Houses were representatives from Ministry of
Transportation and Infrastructure, TransLink, Roberts Bank Railway Corridor Program, Port
Metro Vancouver, Environmental, Agricultural and Planning consultants
In total 389 members of the public attended the Open Houses. A questionnaire was provided to
each of the attendees and the results have been tabulated and summarized in the following
tables:
Page 3 . . .
After reviewing the presentation materials, do you think an overpass is required?
Possible responses Yes No No Answer Total
No. of Respondents 144 44 15 199

Results 72% 22% 6% 100%
If you said yes to question 2, which option best meets the needs of the Township of
Langley?
Design Preliminary North South “Option Limit Hwy10/ Other No Total

Options Design Route Route J” Mufford to Answer
right in/out
No. of 39 9 9 78 11 22 27 195
Responses
Results 20% 5% 5% 40% 5% 11% 14% 100%
Public Input Meeting:
A Public Meeting was held on Monday, February 9, 2009 from 7pm to 11:05 PM in a format
similar to a Public Hearing. Staff provided a brief presentation that generally responded to
questions that were raised at the Open Houses. Subsequently, 41 delegates approached
Council and spoke to the Project.
Stated preference In favour Opposed No Answer Total
No. of Speakers 3 38 0 41
Summary of findings from Public Consultation
Based on the public consultation process the general results are as follows:
• Two-thirds of residents are aware of the proposal to build an overpass project in the
Township of Langley;
• The public is generally supportive of a road/rail overpass in the approximate location of
the intersection at Highway 10/64 Avenue/Mufford;
• Support for the overpass project outweighs the opposition by 49% to 11% with 38%
having no opinion either way;
• After reflecting on some of the positives and negatives of the overpass project support
rose to 69% leaving 15% still opposed and 16% undecided;
• The attendees were generally supportive of “Option J” however this option has technical
and financial challenges and was found by the other Project partners to be inconsistent
with the original project principles; and,
• Of all the remaining options the Open House attendees found the preliminary design to
be the next most acceptable alignment option.
Based on the comments received from the Open Houses the Project learned from the residents
of their issues and concerns. As such, the Project is working to enhance the preliminary design
to reflect the key issues, such as:
Page 4 . . .
1. Accommodate the capacity issues at the intersection at Highway 10/216/Crush Crescent

and as traffic volumes demand at the intersections of 64th and 224th, 232nd and 232nd
Street and Springbrook Road;
2. Accommodate the safety issues (such as pedestrian safety) between 64 and intersection
at Highway 10/216/Crush Crescent;
3. Accommodate the safety issues along 64 Avenue east of 216 (e.g., construct wider
shoulders, installing traffic calming measures, enforcement);
4. Ensure farms have full access to the road network;
5. Ensure the viability of agriculture and farming operations; and,
6. Accommodate the heritage aspects and the archaeological significance of the Milner
area.
As mentioned previously a large number of attendees were supportive of the “Option J”,
however this Option is not recommended for the following reasons:
• Fails to meet the transportation objectives (not an integrated solution, lacks
network connectivity and redundancy, lacks added capacity);
• Unacceptable to the Funding Partners;
• Impact to the environmentally sensitive area; and,
• Unacceptable to the City of Langley, as stated in Mayor Fassbender’s letter,
dated February 3, 2009.
Funding Agreements:
The $51 million Project is funded through two Agreements, one with the Government of
Canada, through Transport Canada, for $3.1 million, and the other through a partnership
agreement with the Project funding partners, for the additional $38.6 million. The Township’s
share is $9.3 million.
The Agreements are the result of a thorough analysis by the Township and its Funding Partners
of the technical and financial aspects of several alignment options which resulted in consensus
on a preferred alignment option which is represented by the preliminary design.
The table below indicates the contribution by individual agency.
Agency Funding Contribution

TransLink $24,300,000
BC MoT $12,500,000
Township of Langley $ 9,300,000
Transport Canada $ 3,100,000
Port Metro Vancouver $ 1,800,000
Total (2008 dollars) $51,000,000
Government of Canada, Contribution Agreement (“GOC Agreement”)
The GOC Agreement is a general purpose, standard template agreement that is used for
infrastructure projects across Canada where GOC contributes funds to another level of
government agency. The contribution is at $3.1 million with no flexibility for change and no
exception. The Township, under the GOC Agreement, is obligated to deliver the Project to
completion based on the subject terms and conditions. Contributions are available based on
actual costs and on a quarterly basis up to the $3.1 million limit.
Page 5 . . .
Eligible costs include all aspects of Project delivery including project management, professional
services, engineering, design, materials, construction and approvals. The most significant
exception is the cost of property acquisition that is covered under the partnership agreement.
The Township’s ability to invoice under the GOC Agreement is conditional on the Project
receiving the Canadian Environmental Assessment Authority approval, which we have been
advised is imminent.
Project Agreement, Roberts Bank Rail Corridor Program (“RBRC Agreement”)
The RBRC Agreement is a partnership agreement between the following agencies:

Ministry of Transportation and Infrastructure;
TransLink;
Port Metro Vancouver; and,
Township of Langley
In the RBRC Agreement the Township, as the Project delivery agent, is responsible to the
project partners to delivery the Project in manner that complies with the stated terms, conditions
and requirements. In kind, the partners are responsible to proportionately share on the risks and
liabilities associated with cost, schedule, scope changes, regulatory approvals and any other
unforeseen items associated with the Project. This is a significant shift from the GOC
Contribution Agreement where cost risk is capped.
The Township will invoice TransLink on a quarterly basis and subsequently TransLink receives
payment from the other agencies through a separate program agreement.
Key sections of the RBRC Agreement include the following:
• The Project is to be delivered as a design-build project;

• The procurement process is substantially the same as the Township’s usual
procurement process (Request for Qualification, Request for Proposal, etc.);
• Project costs are reimbursed based on actual costs with supporting documentation
• Eligible costs include all aspects of Project delivery, including project development,
project management, professional services, engineering, design, construction, materials,
property;
• Cost for changes to the Project scope fall to the party responsible for the change
request, unless otherwise agreed to;
• Project cost overruns are equally shared between the Province and the Township;
• All Project communications, including public events, must be vetted and approved by the
RBRC Program;
DISCUSSION/ANALYSIS:
The Township has undertaken the following measures to ensure both Agreements are
acceptable to the Township:
1. Project staff have fully vetted the Agreements to ensure that the obligations under these
Agreements are acceptable and achievable;
2. Further, Project staff have ensured technical accuracy and the Agreements conform with
best business practices;
3. Township solicitor (Bull Houser Tupper) have reviewed and edited the Agreements,
where appropriate; and
4. Agreements have been reviewed to ensure that they are consistent and compliant with
the Community Charter.
Page 6 . . .
Respectfully submitted,
Colin Wright
GENERAL MANAGER
for
ENGINEERING DIVISION
ATTACHMENT A 64 AVENUE ROAD/RAIL OVERPASS SURVEY – FEB. 16, 2009

ATTACHMENT B GOVERNMENT OF CANADA, CONTRIBUTION AGREEMENT
(“GOC AGREEMENT”)
ATTACHMENT C PROJECT AGREEMENT, ROBERTS BANK RAIL CORRIDOR
PROGRAM (“RBRC AGREEMENT”)
ATTACHMENT D OPEN HOUSE QUESTIONNAIRE SUMMARY
ATTACHMENT E MEETING MINUTES OF THE PUBLIC INPUT MEETING, DATED
FEBRURARY 9, 2009
ATTACHMENT A
64th Avenue Road/Rail

Overpass Survey
• Prepared for: Township of
Langley
• Prepared by: Julie Winram
• Date: February 16, 2009
© Synovate 2009 1
Executive
Summary
Executive Summary
Overall Awareness and Opinion
• Two-thirds of residents are aware of the proposal to build an overpass in the Township of
Langley.
• Support for the proposed overpass outweighs opposition by a margin of 49% to 11%, with the
remaining 38% not having an opinion either way.
• After hearing reasons for and against the overpass, support solidifies to 69%, leaving 15% still
opposed and 16% undecided.
Reasons For and Against the Overpass

• Alleviating congestion is the overwhelming reason why residents support building the overpass.
• The main grounds for opposing the overpass are that it is too large and would use too much
farmland.
• Many of those initially undecided or against the planned overpass do acknowledge that it will
reduce congestion and improve safety. Accordingly, when asked again for their opinion, 54% of
those undecided became supportive as did 9% of those who were opposed.
Importance Of The Decision

• Overall, one third of residents consider the overpass decision to be extremely or very important to
them.
• Of those who consider the decision to be Important, more than 4 times as many support than
reject it, both at the outset as well as after considering the reasons for and against it.
© Synovate 2009 3
Objectives &
Methodology
Objectives and Methodology
• Synovate, an independent professional market • A total of 401 telephone interviews were
research company, was commissioned by the conducted from February 4th to 7th, 2009.
Township of Langley on behalf of the project to
conduct a poll on a proposed overpass. • Quotas were set by gender and age. Further, the
• Questions were developed independently by sample was weighted by age to match the actual
Synovate staff and project partner input was age distribution of household maintainers in the
sought for technical accuracy. Township of Langley.
• Township heads of households were asked • The maximum margin of error on the sample of
about a proposal to build a new overpass at 401 is +/-5%, 19 times out of 20. The margins on
64th Avenue/Mufford and Highway 10 to allow smaller subsamples are wider.
car traffic to be routed over the railway traffic.
• The poll covered the following:

- Overall awareness of the overpass
- Initial opinion of the overpass
- Positive and negative arguments about the
overpass
- Informed opinion of the overpass
© Synovate 2009 5
Findings
Overall Awareness
Q1. Are you aware of the proposal to build a new road and Q1b. If yes, where did you hear about the
overpass at 64th Avenue/Mufford and Highway 10 to allow plan to build the overpass?
car traffic to be routed over the railway traffic?
Community Newspaper 79
Word of Mouth/Family 17
No
36% Daily Newspaper 7
TV 4
Radio 2
Open House 1
Yes Internet 1
64%
Other 1
Don't Know/Refused 3
%
(n=401) (n=260)
• Overall, 64% of residents are aware of the

proposal to build and new road and overpass
• Almost all of those aware of the proposed overpass
at 64th Avenue/Mufford and Highway 10.
heard about it from community newspapers. Less
• Awareness rises with age and reaches 2/3 of common sources include word of mouth, daily
those 35+ compared to 1/2 of those 18-34. newspapers and TV.
© Synovate 2009 7
Initial Overall Opinion
Q2. Overall, do you support or oppose the plan to build the overpass or do you not have an opinion either way?
Do you strongly or somewhat [support/oppose] it?
Perceived Importance of Overpass Decision

Strongly Extremely/Very Somewhat Not that/Not at all
Support No Opinion Important Important Important
29% 38%
Base 133 176 90
% % %
Strongly Support 56 20 9
Somewhat Support 11 30 14
Somewhat Oppose 2 5 4
Strongly Oppose 12 2 8
Somewhat No Opinion 17 40 62
Support Strongly
20% Oppose Depends 3 2 3
Depends Somewhat 7% Don’t Know - 2 -
2% Oppose
4%
(n=401)
• By more than four to one margin, residents • Of those who consider the overpass decision
support the proposed overpass. extremely or very important, support outweighs
opposition 67% to 14%. Furthermore, strong support
• 49% say they strongly or somewhat support
stands at 56% among this group.
the planned overpass, while 11% express
opposition, including 7% who are strongly
opposed. A large minority, 38%, have no
opinion either way.
© Synovate 2009 8
Reasons For Initial Overall Opinion
Q3. Why do you [support/oppose] it? What does it depend on?
Reasons For Supporting Reasons For Opposing
It is a congested Will take up farmland 32

47
area (gen)
The trains cause Should be built elsewhere 24
30
congestion/waits
Already enough overpasses 18
Improve safety 10
Provide Costs too much money 17

emergency 9
access Will be an eyesore 13
Improve access
9
to Glover Rd Will not reduce congestion 7
Population is
7 6
growing Design should be changed
% (Major Mentions) % (Major Mentions)
(n=197) (n=43*)
• The overwhelming reason for supporting the proposed • Residents against the overpass object on the
overpass is that it will alleviate congestion (47% citing grounds that it will take up farmland, should be
congestion generally and 30% specifically citing trains built elsewhere, that there are enough
as the cause of this waits). overpasses already and that it is too
• Another one in ten each mention that the overpass expensive.
would improve safety, improve emergency access and
improve access to Glover Road generally.
*Caution small base size
© Synovate 2009 9
Reasons For the Proposed Overpass
Q4. Please tell me whether you agree or disagree with the following reasons for or against the overpass.
Positive Reasons
The over pass will improve safety by separating rail traffic

90 7 4
from car traffic and enhance emergency service response
times
The overpass will improve traffic flow and reduce the

congestion and idling caused by cars waiting for railcars to 88 8 4
pass by
The overpass will assist to alleviate the congestion from

82 10 8
the growth of rail and road traffic in the future
%
(n=401)
Agree Disagree Don't Know
• More than eight in ten residents agree with • The reasons in favour of the overpass also
each of the three reasons, namely, that it will attract majority agreement from those who
alleviate congestion, improve traffic flow in the do not approve of it, at least when they
future, and improve safety. were first asked for their opinion.
© Synovate 2009 10
Reasons Against the Proposed Overpass
Q4. Please tell me whether you agree or disagree with the following reasons for or against the overpass.
Negative Reasons
The overpass will cause more traffic to use the local rural 32 53 15
roads
The overpass is too large and uses too much farmland 31 48 21
The overpass will result in more rail traffic and noise

29 58 13
pollution and change the character of Langley
%
(n=401)
Agree Disagree Don't Know
• Three in ten residents agree that the overpass • Those who live in the vicinity of the overpass (V2Y)
will cause more traffic to rural roads, use too express the most concern over the overpass causing
much farmland, and create more rail traffic. more traffic to use the local rural roads. Still, they
concur more with all of the reasons in favour of the
• Residents that oppose the overpass are the overpass than with any of the objections.
most inclined to believe that the overpass is too
large and uses too much farmland. • Residents that initially were not sure how they felt about
the overpass expressed the greatest concern with
respect to the overpass using up too much farmland.
© Synovate 2009 11
Informed Overall Opinion
Q5. Now that you’ve heard some of the reasons for and against the overpass, would you prefer to see the project go
ahead or be cancelled?
Don't Know
16% Initial Opinion
Support Oppose No Opinion
Base 197 43* 158

Cancelled % % %
15%
Go Ahead 94 9 54
Cancelled 2 76 14
Go Ahead Don’t Know 3 15 32

69%
(n=401)
• After hearing reasons for and against the overpass, • 54% of those residents initially undecided on
the margin of support to opposition stood at 69% to the proposed overpass became supportive,
15%. while 14% became opposed and 32%
remained unsure.
• 16% remained undecided.
• Almost all of those initially supportive of the
• The majority of all demographic groups and all
overpass remained so (94%), and 76% of
regions of the Township support the proposed
those initially opposed remained opposed.
overpass, including those who live in the area (69%
of those living in V2Y are supportive).
*Caution small base size
© Synovate 2009 12
Overall Importance of the Overpass Decision
Q6. Overall, how important is the decision on the overpass to you?
6% 8%
10% 12% • Overall, 1/3 of residents believe the
Extremely Important
decision on the overpass is extremely
or very important.
Very Important
19%
• Among those in the vicinity of the
23% 20% 29% overpass (V2Y), 37% consider the
Somewhat Important decision to be extremely or very
important.
Not that Important
• Older residents view the overpass
decision as more important than do
Not at all Important younger residents.
56%
Don't Know
44% 47% 38%
15%
16% 11%
18%
8% 9%
6% 3% 1%
Total 18-34 35-54 55+
(n=401) (n=36)* (n=202) (n=162)
*Caution small base size Age

© Synovate 2009 13
Demographic Profile
Total
401
Base
%
Gender
Male 47
Female 53
Age
18-34 13
35-54 48
55+ 38
Region
V1M 32
V2Y 15
V2Z 18
V3A 14
V4W 21
© Synovate 2009 14
Demographic Profile
Total
401
Base
%
Main Transportation
Car/Motor Vehicle 98
Transit 1
Walking 1
Home Ownership
Own 90
Rent 8
Other 1
Don’t Know/Refused 1
© Synovate 2009 15
Our curiosity is yours.
Thank you.
© Synovate 2009 16
ATTACHMENT B
Agreement for the 64th Avenue Extension from 204 St. to 216 St, Township of Langley
2008/2009-2011/2012
ASIA PACIFIC GATEWAY CORRIDOR INITIATIVE

TRANSPORTATION INFRASTRUCTURE FUND
CONTRIBUTION AGREEMENT FOR
64TH AVENUE EXTENSION FROM 204 ST. TO 216 ST,
2008/2009-2011/2012
RDIMS No. 2370671 version 5
CANADA – TOWNSHIP OF LANGLEY

APGCITIF
Page 1 of 44
Agreement for 64th Avenue Extension from 204 St. to 216 St, Township of Langley
2008/2009-2011/2012
TABLE OF CONTENTS
1. Interpretation ........................................................................................................................ 6
1.1 Definitions ....................................................................................................................... 6
1.2 Entire Agreement ............................................................................................................ 8
1.3 Schedules ....................................................................................................................... 8
1.4 Counterpart Signature..................................................................................................... 8
1.5 Accounting Principles and Auditing Standards ............................................................... 8
1.6 Severability...................................................................................................................... 9
1.7 Amendments ................................................................................................................... 9
1.8 Survival ........................................................................................................................... 9
1.9 Computation of Time....................................................................................................... 9
2. Term of Agreement .............................................................................................................. 9
3. Purpose ................................................................................................................................. 9
3.1 Purpose of this Agreement.............................................................................................. 9
3.2 Project Overview ............................................................................................................. 9
4. Project Financing ............................................................................................................... 10
4.1 Contribution by Canada ................................................................................................ 10
4.2 Commitments by the Recipient ..................................................................................... 10
5. Recipient Obligations ........................................................................................................ 11
6. Compliance with Environmental Legislation................................................................... 12
6.1 Conditional Commitment............................................................................................... 12
7. Aboriginal Consultation..................................................................................................... 13
7.1 Conditional Commitment............................................................................................... 13
7.2 Aboriginal consultation information ............................................................................... 13
8. Management Committee.................................................................................................... 14
8.1 Establishment ............................................................................................................... 14
8.2 Co-chairs....................................................................................................................... 14
8.3 Meetings ....................................................................................................................... 14
8.4 Rules and Procedures .................................................................................................. 14
8.5 Recommendations and Decisions................................................................................. 14
8.6 Mandate ........................................................................................................................ 14
8.7 Changes During the Term of the Agreement ................................................................ 15
8.8 RBRC Partners Committee ........................................................................................... 16
9. Contract Procedures.......................................................................................................... 16
9.1 Awarding of Contracts................................................................................................... 16
9.2 Contract Provisions ....................................................................................................... 16
10. Claims and Payments ........................................................................................................ 17
10.1 Payment Conditions .................................................................................................. 17
10.2 Method of Payment ................................................................................................... 17
10.3 Claim Procedures ...................................................................................................... 17
10.4 HCoMS ...................................................................................................................... 18
10.5 Retention of Contribution........................................................................................... 18
10.6 Final Payment............................................................................................................ 18
10.7 Time Limits for Claims ............................................................................................... 19
11. Audit, Evaluation and Reporting....................................................................................... 19
11.1 Reporting – Audit Evaluation Guidelines ................................................................... 19
11.2 Record Keeping......................................................................................................... 19

APGCITIF
Page 2 of 44
2008/2009-2011/2012
11.3 Public Accounts ......................................................................................................... 19

11.4 Annual Financial Compliance Audit........................................................................... 19
11.5 Audit Plan .................................................................................................................. 19
11.6 Annual Report ........................................................................................................... 19
11.7 General Compliance Audit......................................................................................... 19
11.8 Other Audit ................................................................................................................ 20
11.9 Evaluation by the Parties........................................................................................... 20
11.10 Evaluation by Canada ............................................................................................... 20
12. Access................................................................................................................................. 20
13. Communications ................................................................................................................ 20
14. Indemnification................................................................................................................... 20
15. Dispute Resolution............................................................................................................. 21
15.1 Dispute Resolution .................................................................................................... 21
15.2 Referral...................................................................................................................... 21
16. Suspension and Default .................................................................................................... 21
16.1 Suspension................................................................................................................ 21
16.2 Notice of Suspension ................................................................................................ 22
16.3 Default ....................................................................................................................... 22
16.4 Remedies on Default ................................................................................................. 22
17. Disposal and Abandonment of Assets............................................................................. 23
17.1 Disposal of Fixed and Non-Fixed Assets................................................................... 23
17.2 Abandonment of Fixed and Non-Fixed Assets .......................................................... 25
17.3 Notice ........................................................................................................................ 25
18. Revenues from Assets....................................................................................................... 26
18.1 Public Benefit ............................................................................................................ 26
18.2 Tolling........................................................................................................................ 26
19. General ................................................................................................................................ 27
19.1 Governing Law .......................................................................................................... 27
19.2 Federal Crown Prerogative........................................................................................ 27
19.3 Compliance with Laws............................................................................................... 27
19.4 Financial Administration Act ...................................................................................... 27
19.5 Binding Obligations ................................................................................................... 27
19.6 Debts Due to her Majesty in Right of Canada ........................................................... 27
19.7 Interest on Debts Due to her Majesty in Right of Canada ......................................... 27
19.8 Set-Off by Canada..................................................................................................... 27
19.9 No Benefit.................................................................................................................. 27
19.10 No Partnership, No Joint Venture, No Agency, etc. .................................................. 28
19.11 No Authority to Represent ......................................................................................... 28
19.12 No Actions or Proceedings ........................................................................................ 28
19.13 Assignment................................................................................................................ 28
19.14 Waiver ....................................................................................................................... 28
19.15 Conflict of Interest ..................................................................................................... 28
19.16 Intellectual Property................................................................................................... 29
19.17 Consequential Measures........................................................................................... 29
19.18 Lobbyists and Agent Fees ......................................................................................... 29
19.19 Successor.................................................................................................................. 29
19.20 Official Languages Act .............................................................................................. 29
20. Notices, Document and Information................................................................................. 29

APGCITIF
Page 3 of 44
2008/2009-2011/2012
20.1 Notice Deemed Given ............................................................................................... 30

20.2 Documents and Information ...................................................................................... 30
20.3 Addresses for Canada and the Recipient.................................................................. 30
Signatures .................................................................................................................................. 32
Schedule A – Eligible and Ineligible Costs ............................................................................. 33
Schedule B – Detailed Project Description and Cash Flow................................................... 35
Schedule C – Communications Protocol ................................................................................ 36
Schedule D – Audit Framework................................................................................................ 39
Schedule E – Information ......................................................................................................... 42
Schedule F – Solemn Declaration of Substantial Completion .............................................. 44

APGCITIF
Page 4 of 44
2008/2009-2011/2012
ASIA PACIFIC GATEWAY CORRIDOR INITIATIVE

TRANSPORTATION INFRASTRUCTURE FUND
CONTRIBUTION AGREEMENT FOR
64TH AVENUE EXTENSION FROM 204 ST. TO 216 ST
2008/2009-2011/2012
This Contribution Agreement made in duplicate entered into on the __[INSERT st/rd/th]__ day of
___________, 20__.
BETWEEN: HER MAJESTY IN RIGHT OF CANADA, represented by the Minister of

Transport, Infrastructure and Communities (hereinafter “Canada”).
AND: THE TOWNSHIP OF LANGLEY a corporation legally incorporated under the

[NAME OF ACT] by [INSERT APPROPRIATE INSTRUMENT] dated [DATE],
having its head office at 20338 65 Avenue, Langley in the province of BC,
represented by [NAME, TITLE] duly authorized under [BY-LAW NO. and/or
RESOLUTION OF ITS BOARD OF DIRECTORS DATED X], (hereinafter
“Recipient”).
PREAMBLE
WHEREAS the Parties recognize that investments in public infrastructure are fundamental to the
quality of life of Canadians and necessary to ensure continued economic growth;
WHEREAS the Minister of Transport, Infrastructure and Communities is responsible for the
Program entitled the Asia Pacific Gateway Corridor Initiative Transportation Infrastructure Fund
(hereinafter “APGCITIF and/or “Program”);
WHEREAS the Township of Langley is authorized to execute this Agreement;
WHEREAS the Roberts Bank Rail Corridor Road/Rail Interface Study findings were used to
develop nine new crossing locations to be constructed along a 70km stretch of Railway in the
Lower Mainland of British Columbia that connects to the Deltaport Container Terminal.
WHEREAS Canada and the Township of Langley, along with the other stakeholder organizations,
agree to complete the Roberts Bank Rail Corridor Program as described in the Agreement-In-
Principle, dated June 28 2007
AND WHEREAS the Township of Langley agrees to carry out the Project and Canada wishes to
provide financial support for the Project and its objectives;

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NOW THEREFORE, in accordance with the principles set out above, Canada and the Township of
Langley hereby agree as follows:
1. INTERPRETATION
1.1 DEFINITIONS
In addition to the terms defined in the recitals and elsewhere in this Agreement, a
capitalized term has the meaning given to it in this section.
“Agreement” means this contribution agreement and all schedules, as may be amended
from time to time.
“Agreement End Date” means March 31, 2012.
“Canada’s Contribution” means Canada’s contribution to Eligible Costs as described in

subsection 4.1 (a) (Contribution) of this Agreement.
“Canada’s Original Contribution” means Canada’s Contribution to Eligible Costs for a

Project Component as described in Schedule B of this Agreement as the Effective Date.
“Committee” means Management Committee established pursuant to section 8.
“Contract” means an agreement between the Recipient and a Third Party whereby the
latter agrees to supply a product or service to the Project in return for financial
consideration.
“Disposed Asset” means the Fixed and/or Non-Fixed Asset as further described in
subsection 16.1 a) i) and/or ii).
“Effective Date” means the date this Agreement is signed by the last Party.
“Electronic Instruction for Payment” means an instruction for payment, issued

electronically on media or by on-line transfer, to a financial institution to credit the account of
the Recipient with a specific payment.
“Eligible Costs” means costs of the Project eligible for reimbursement by Canada as
defined in Schedule A of this Agreement.
“Final Project Component Claim Date” means the earlier of twelve (12) months after the
Project Component Completion Date or two (2) months before the Agreement End Date.
“Fiscal Year” means the period beginning April 1 of a year and ending March 31 of the
following year.
“Fixed Asset” means any non-movable asset constructed, rehabilitated, or improved, in

whole or in part, with funds contributed by Canada under the terms of this Agreement.

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“Fixed Asset Disposal Period” means a period of twenty-five (25) years commencing from
the Project Component Completion Date.
“HCoMS” means a secure, self-contained, collaborative website developed by Canada, for

the financial management of each agreement. Functions include, but are not limited to,
Schedule B adjustments, Project and contract monitoring and claims processing.
“Joint Communications Material” means all public information material prepared jointly by
Canada and the Recipient regarding the Project including, but not limited to, news releases,
backgrounders, publications, invitations, signage and media advisories, and as further
outlined in Schedule C of this Agreement.
“Non-Fixed Asset” means any movable asset, including but not limited to vehicles,
purchased, constructed, rehabilitated, or improved, in whole or in part, with funds
contributed by Canada under the terms of this Agreement.
“Non-Fixed Asset Disposal Period” means a period of ten (10) years commencing from
the Project Component Completion Date.
“Party” or ”Parties” means Canada and/or the Township of Langley
“Program” means Asia Pacific Gateway Corridor Initiative Transportation Infrastructure

Fund.
“Program End Date” means March 31, 2014.
“Progress Claim” means a summary of Eligible Costs submitted periodically by the

Recipient using HCoMS to Canada for reimbursement in accordance with this Agreement.
“Project” means the infrastructure project described in the Project Overview in subsection
3.2 and Schedule B of this Agreement;
“Project Completion Date” means March 31,2012.
“Project Component” means any of the components of the Project as described in

Schedule B of this Agreement, as may be amended from time to time in accordance with
this Agreement.
“Project Component Completion Date” means the date shown on the Solemn Declaration
of Substantial Completion in Schedule F for that Project Component but no later than the
Project Completion Date.
“Recipient” means the Township of Langley.
“Solemn Declaration of Substantial Completion” means the declaration by a professional

engineer in accordance with the standards defined in subsection 4.2(c)(Guidelines as
further described in Schedule F.

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“Substantial Completion” means when the Project Component is available for service to
the general public.
“TDM Plan” means a plan that incorporates TDM Measures.
“Third Party” means any person, other than a Party, who participates in the implementation
of the Project.
“Tolls” means the user fees, rates or other charges imposed by the Recipient, or by a Third
Party operator pursuant to an agreement between the Recipient and a Third Party operator,
for the use of, in whole or in part, an infrastructure constructed, rehabilitated or improved
under this Agreement. For the purposes hereof, weight-distance taxes or other
highway/road network-wide levies will not be deemed Tolls.
1.2 ENTIRE AGREEMENT

This Agreement is made under the APGCITIF and comprises the entire agreement between
the Parties. No prior document, negotiation, provision, undertaking, agreement,
representation or warranty, expressed, implied, or otherwise, in relation to the subject of the
Agreement, shall have legal effect, nor does the Summary Information Box on the front
page of this Agreement.
1.3 SCHEDULES
The following schedules are attached to, and form part of, this Agreement:
Schedule A – Eligible and Ineligible Costs;
Schedule B – Detailed Project Description & Cash Flow;
Schedule C – Communications Protocol;
Schedule D – Audit Framework;
Schedule E – Information;
Schedule F – Solemn Declaration of Substantial Completion.
1.4 COUNTERPART SIGNATURE

This Agreement may be signed in counterpart, and the signed copies will, when attached,
constitute an original agreement.
1.5 ACCOUNTING PRINCIPLES AND AUDITING STANDARDS

Unless otherwise set out in this Agreement, either expressly or by necessary implication, all
accounting and financial terms used in this Agreement will be interpreted and applied in
accordance with accounting principles and auditing standards generally accepted in Canada
and in the province of British Columbia, in particular those of the Canadian Institute of
Chartered Accountants.

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1.6 SEVERABILITY
If for any reason a provision of this Agreement that is not a fundamental term of this
Agreement between the Parties is found to be or becomes invalid or unenforceable, in
whole or in part, and if both Parties agree, it will be deemed to be severable and will be
deleted from this Agreement, but all the other terms and conditions of this Agreement will
continue to be valid and enforceable.
1.7 AMENDMENTS
Subject to the amendments / changes that can be made by the committee under section 8,
this Agreement may be amended at any time upon the written agreement of the Parties and
any amendments shall be deemed to form part of this Agreement.
1.8 SURVIVAL
Despite section 2 (Term of this Agreement), the Parties’ rights and obligations, which by
their nature extend beyond the expiration or termination of this Agreement, shall survive any
expiration or termination of this Agreement.
1.9 COMPUTATION OF TIME

If a day on which any act or payment is required to be done or made under this Agreement
is a day that is not a business day, then such act or payment shall be duly performed or
made if done on the following business day.
In this subsection business day means a day that is not a Saturday, Sunday or a holiday.
2. TERM OF AGREEMENT
This Agreement will be effective as of the Effective Date and shall terminate on the
Agreement End Date, subject to early termination in accordance with this Agreement.
3. PURPOSE
3.1 PURPOSE OF THIS AGREEMENT
The purpose of this Agreement is to establish the terms and conditions by which Canada
will reimburse the Recipient a part of the Eligible Costs paid by the Recipient for the Project,
as described in section 4 (Project Financing) and Schedule B of this Agreement.
3.2 PROJECT OVERVIEW

This agreement is for the federal contribution towards the 64th Avenue Extension in Langley
Township, British Columbia.
The Project will consist of the construction of approximately 2km of new four-lane municipal
roadway extending from 204 St. to 216 St. on the 64th Avenue alignment. A new structure
will be constructed to carry the roadway over the Roberts Bank Rail Corridor as well as
Provincial Highway 10. Another new structure will be built to carry the roadway over North
Creek. The new facility will be a multi-modal facility that includes dedicated bicycle lanes
and pedestrian facilities.

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4. PROJECT FINANCING
4.1 CONTRIBUTION BY CANADA
a) Contribution
i) Canada agrees, subject to the terms and conditions of this Agreement, to pay a
contribution to the Recipient of not more than 50% of the total Eligible Costs of
the Project, as of the Effective Date, but only up to a total of $3.1M, in
accordance with the breakdown by Fiscal Year in Schedule B.
ii) The Parties agree that, no matter what the circumstances and notwithstanding
any other provision of this Agreement, Canada will not be required to contribute
more than fifteen (15) percent of Canada’s Contribution to those Eligible Costs
described in subsection A.1 c) d) f) and g) of Schedule A.
b) No involvement
The Parties agree that Canada’s role in the Project is limited to making a financial
contribution to the Project and that Canada will have no involvement in the Project
and/or the subsequent operation of the Project. Canada is neither a decision maker
nor an advisor to the Project, or any part thereof, except to the extent necessary to
enforce the provisions of this Agreement.
c) Appropriation and Funding
Any payment due by Canada under this Agreement is subject to there being an
appropriation by Parliament for the Fiscal Year in which the payment is to be made.
Funding under this Agreement may be reduced or terminated at Canada’s discretion in
response to the Government’s annual budget, a change in departmental funding levels
by Parliament or any other parliamentary spending decision that has an impact on the
Program under which this Agreement is made.
d) Fiscal Year Budgeting

Subject to the terms and conditions of this Agreement, Canada agrees to commit funds
for the Project for a Fiscal Year in accordance with the table of estimated contributions
in Schedule B. If in a Fiscal Year an amount lesser than the estimated contribution is
paid or payable by Canada, Canada will not be obliged to re-allocate the difference to a
future Fiscal Year. However, Canada will make reasonable efforts to re-allocate the
difference to a future Fiscal Year subject to subsection 4.1 (c) (Appropriation and
Funding).
4.2 COMMITMENTS BY THE RECIPIENT

a) Costs
Canada will reimburse the Recipient only in accordance with the terms and conditions of
this Agreement. The Recipient shall fund all costs of the Project including cost overruns,
if any.

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b) Project implementation
The Recipient shall be solely responsible for the complete, diligent and timely
implementation of the Project, in accordance with the terms and conditions of this
Agreement.
The Recipient shall comply with, and ensure that any Third Party Contractor or
Concessionaire complies with all applicable laws, including environmental legislation of
Canada and British Columbia in the implementation of the Project under this Agreement.
c) Guidelines
The Recipient agrees to undertake, or cause to be undertaken, the engineering and
construction work, in accordance with the guidelines recognized by the Transportation
Association of Canada (TAC), or any other equivalent guidelines approved by the
Committee.
d) Disclosure of Other Funding and Adjustments
The Recipient shall inform Canada promptly of all financial and other assistance
received for the Project. If the federal government’s total financial assistance toward the
Project exceeds 50% of total Eligible Costs, or if the total financial assistance received
or due in respect of the Project’s total Eligible Costs exceeds 100% thereof, Canada
may recover the excess from the Recipient or reduce its contribution by an amount
equal to the excess.
e) Amounts Owing
The Recipient shall declare to Canada any amounts owing to the federal government,
under legislation or contribution agreements that constitute an overdue debt. The
Recipient recognizes that any amount owing is a debt and may be set off by Canada in
accordance with this Agreement.
f) Repayment
The Recipient shall repay to Canada any and all disallowed costs, surpluses, and
overpayments made under and according to the terms of this Agreement.
g) Increase in Project Costs and Insufficient Funds

If, at any time during the term of this Agreement, one or all of the Parties determines that
it will not be possible to complete construction of the Project unless the Recipient
expends amounts in excess of the funding available to it, the Party shall immediately
notify the other Party of that determination and Canada may provide notice of
suspension in accordance with section 16 (Suspension and Default) of this Agreement.
5. RECIPIENT OBLIGATIONS
Notwithstanding any other provision in this Agreement, the Recipient shall:
a) establish a fixed location(s) or relocation, as required, where this Agreement will be

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managed for its duration and maintain that location until the Committee’s activities have
concluded;
b) retain at the location, and make available to the Parties, all documents relevant to this
Agreement and the work of the Committee;
c) prepare and make available to Canada, upon request, all documentation needed for the
proper administration of this Agreement, including but not limited to, payment claim
forms, approval documents, agendas and minutes of meetings of the Committee and its
subcommittees, Contracts, etc.;
d) ensure that any audit requested by Canada or the Federal Co-Chair under this
Agreement is performed and the results are reported to Canada;
e) promptly inform the Federal Co-chair of all proposed changes to any term of this
Agreement;
f) provide to Canada, as requested, accurate and timely financial forecasts for the Project
Components listed in Schedule B;
g) provide to Canada, as requested, status reports for the Project Components listed in
Schedule B to Canada’s satisfaction;
h) enter into bilateral agreements to support the terms of this Agreement where the
Recipient is not the deliverer of the Project; and
6. COMPLIANCE WITH ENVIRONMENTAL LEGISLATION
6.1 CONDITIONAL COMMITMENT
The Recipients acknowledge that:

a) Should Canada decide that an environmental assessment (EA) of the Project is required
pursuant to the Canadian Environmental Assessment Act (CEAA), the Recipient agree
that, despite any other provision of this Agreement, no funds will become payable by
Canada to the Recipient under this Agreement unless the EA has been conducted in
accordance with the CEAA and Canada has determined that, taking into account the
implementation of any mitigation measures that Canada considers appropriate, the
Project as assessed pursuant to the CEAA (“CEAA Project”) is not likely to cause
significant adverse environmental effects or the “CEAA Project” is likely to cause
significant adverse environmental effects that can be justified in the circumstances as
determined by a mediator or review panel under CEAA;
b) Should an EA of the Project be required pursuant to the CEAA, the Recipient agree that
they shall not undertake the construction of the Project until the EA has been conducted
in accordance with the CEAA and that Canada has determined that, taking into account
the implementation of any mitigation measures that Canada considers appropriate, the
“CEAA Project” is not likely to cause significant adverse environmental effects or the
“CEAA Project” is likely to cause significant adverse environmental effects that can be

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justified in the circumstances as determined by a mediator or review panel under CEAA;

c) Should an EA of the Project be required pursuant to the CEAA, the Recipient agree that
Canada may delegate the task of conducting the EA to the Recipients under the
direction and in cooperation with Canada;
d) Should Canada determine that, taking into account the implementation of mitigation
measures that Canada considers appropriate, the “CEAA Project” is not likely to cause
significant adverse environmental effects or that the “CEAA Project” is likely to cause
significant adverse environmental effects that can be justified in the circumstances as
determined by a mediator or review panel under CEAA, Canada shall ensure that a copy
of the completed EA report be given to the Recipients and the Recipient agree to
implement the mitigation measures set out in the report and any subsequent alternative
mitigation measures as agreed by the Parties;
e) Should Canada be required to design a follow-up program under the CEAA for the
“CEAA Project” or decide that a follow-up program under the CEAA is appropriate in the
circumstances, the Recipients agree to design the follow-up program and to implement it
to Canada’s satisfaction, and to provide written reports to Canada;
f) Without limiting the generality of any other provision of this Agreement, the Recipient
further agree to provide Canada with access to Project sites, upon reasonable notice, for
the purpose of ensuring that the mitigation measures and the follow-up program have
been implemented;
g) The Recipient further agree that the written reports mentioned in subsection 6.1 e) of
this Agreement will indicate whether Canada’s conclusions with respect to the “CEAA
Project’s” environmental significance were accurate and whether the mitigation
measures that have been implemented by the Recipient are effective; and
h) Should Canada need to revisit the EA or ensure that a subsequent EA is conducted, the
Recipient agree that all of Canada's obligations pursuant to this Agreement will be
suspended from the moment that Canada informs the Recipient that the current EA
needs to be revisited or that a new EA needs to be conducted and such situation will
remain until Canada has decided that, taking into account the implementation of any
mitigation measures that Canada considers appropriate, the “CEAA Project” is not likely
to cause significant adverse environmental effects or the “CEAA Project” is likely to
cause significant adverse environmental effects that can be justified in the
circumstances as determined by a mediator or review panel under CEAA.
7. ABORIGINAL CONSULTATION
7.1 CONDITIONAL COMMITMENT
7.2 ABORIGINAL CONSULTATION INFORMATION

The Recipient shall provide Canada with the following information to assess whether the
requirement in subsection 7.1 has been fulfilled:
a) Identification of all Aboriginal groups contacted by the Recipient for the Project;

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b) Summary of any and all communication to date with any and all Aboriginal groups;
c) Identification of any issues or concerns raised by Aboriginal groups for the Project and,
if applicable, how the Recipient intends to address those issues or concerns;
d) Written documentation of the Aboriginal groups contacted, and their identity, who are in
support of the Project or have no objection to the Project proceeding, and identification
of whether the positions are final, preliminary, or conditional in nature; and
e) Proposed plan for any further consultation through the Environmental Assessment and
Regulatory Phases of the Project, including federal involvement, if applicable.
8. MANAGEMENT COMMITTEE
8.1 ESTABLISHMENT
Within sixty (60) days of the Effective Date, the Parties agree to establish a Management
Committee (“Committee”) to administer and manage this Agreement. Each Party agrees to
appoint 1 member to the Committee and agrees to notify the other of the appointments
within the sixty (60) day period. The Committee will exist until its activities, including the
audits, reports and final adjustments, have been completed.
8.2 CO-CHAIRS
The Committee shall be chaired by the two (2) members (“Federal Co-chair” and “Recipient
Co-chair”). If a Co-chair is absent or otherwise unable to act, the representative duly
authorized to replace her/him will replace the Co-chair.
8.3 MEETINGS
The Committee shall meet regularly at the places and on the dates agreed to by the Co-
Chairs or at the written request of the Federal or Recipient Co-Chair.
8.4 RULES AND PROCEDURES

Within sixty (60) days of its initial meeting, the Committee shall establish written rules and
procedures with respect to its meetings and those of its sub-committees, including rules for
the conduct of meetings and the making of decisions.
8.5 RECOMMENDATIONS AND DECISIONS

All recommendations and decisions of the Committee must be unanimous and recorded in
writing.
If the Committee cannot arrive at a unanimous decision or recommendation, the committee

shall refer the matter to the Parties for resolution as per subsection 15.2 (Referral).
8.6 MANDATE
The Committee shall:

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a) adhere to and comply with the terms and conditions of this Agreement, including but not
limited to policies, procedures and Schedules herein;
b) review the procedures described in subsection 9.1 (Awarding of Contracts) and ensure
that the principles in subsection 9.2 (Contract Provisions) are respected;
c) monitor the progress of the Project for the purpose of and to the extent necessary to
enforce the provisions of this Agreement;
d) subject to section 4 (Project Financing) and subsection 8.7 (Changes During the Term
of the Agreement), review and change the information in Schedule B by amending the
Schedule accordingly, to ensure that the work can be completed as described,
including but not limited to the Project descriptions, approved budgets, and cash flows,
prior to the beginning of each Fiscal Year and as may be required;
e) establish sub-committees, as needed, for carrying out this Agreement; and
f) attend to any other function required by this Agreement or as mutually directed by the
Parties.
8.7 CHANGES DURING THE TERM OF THE AGREEMENT
a) In this section, “significant change” means, in respect of the Project:
i. any change to the Project Overview, as described in section 3.2, that Canada
deems significant;
ii. a change to the Project description, as described in Schedule B, which:
i. reduces or increases quantifiable elements of a Project Component as

determined by Canada, including but not limited to, distances, sizes, the
number of lanes, corridors, stops, vehicles, and structures, by more than
20%; or
ii. significantly changes the location of a Project Component, as determined
by Canada; or
iii. adds or removes a Project Component.
iii. a change to a Project Component’s schedule, as described in Schedule B, which

will cause said Project Component to be completed after the Project Completion
Date;
iv. any change that may require a further environmental assessment decision under
subsection 6.1;
v. one or more increases to Canada’s Contribution to a Project Component, as

described in Schedule B, which, when added to any previous increase, would be
greater than 20% of Canada’s Original Contribution of said Project Component;
and

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b) A request for a change to the Project will be reviewed by the Committee, and
i. If the change is not significant, the Committee may approve or reject it unless
the change requires an amendment to any other part of this agreement
excluding Schedule B; or
ii. If the change is significant or could result in an amendment as contemplated
in Subsection 8.7 (b) (i), the Co-chairs shall present it to the Parties for a
decision.
8.8 RBRC PARTNERS COMMITTEE

Both parties acknowledge the presence of a RBRC Partners Committee. The primary
purpose of the Partners Committee is to provide senior level oversight to the project delivery
team (Township of Langley) to develop, coordinate and implement the RBRC Projects on
behalf of the senior level funding partners.
9. CONTRACT PROCEDURES
9.1 AWARDING OF CONTRACTS
a) The Recipient shall ensure that all Contracts are awarded and managed in
accordance with its relevant policies and procedures, a copy of which will be
provided to the Committee, within thirty (30) days of the first Committee meeting,
and a copy of any amendment(s) will be provided to the Committee within thirty (30)
days of its effective date;
b) Notwithstanding the foregoing, the Recipient shall ensure that Contracts will be
awarded in a way that is:
i. transparent, competitive and consistent with value for money principles; and
ii. in accordance with the Agreement on Internal Trade;
or otherwise acceptable to Canada.
c) Canada may require that a Contract for a Project Component be re-tendered if, in
Canada’s opinion, it was not awarded in compliance with the foregoing;
d) If Canada requires that the Contract for a Project Component be re-tendered,

Canada shall not be responsible for any and all costs associated, directly or
indirectly, with said Contract re-tendering; and
e) Within thirty (30) days of the first Committee meeting, the Recipient shall enter the
relevant Contract information into HCoMS for any existing Contracts for which the
Recipient will receive funding under this Agreement. For all Contracts awarded
thereafter, the Recipient shall, within thirty (30) days of awarding a Contract, enter
the relevant Contract information into HCoMS.
9.2 CONTRACT PROVISIONS

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The Recipient shall ensure that all Contracts are consistent with, and incorporate, the
relevant provisions of this Agreement. More specifically but without limiting the generality of
the foregoing, the Recipient agrees to include in the Contracts, provisions to ensure that:
a) proper and accurate accounts and records are maintained and that the Recipient has
the contractual right to audit them;
b) all applicable legislation is respected including labour, environmental and human rights
legislation; and
c) Canada and the Auditor General of Canada, to the extent permitted by law will at all
times, and upon reasonable notice, have free access to the Project sites and to any
documentation, for the purpose of ensuring compliance with this Agreement, including
access to all facilities and information required for inspection and audit.
10. CLAIMS AND PAYMENTS

10.1 PAYMENT CONDITIONS
a) Other than the first Fiscal Year, no payment shall be made by Canada during a
subsequent Fiscal Year until the claims for Eligible Costs actually incurred and paid
by the Recipient during the previous Fiscal Year have been audited as described in
Schedule D and the annual report and audit have been submitted and accepted by
the Federal Co-Chair as described in Schedule D. Canada will provide such
acceptance or notice of deficiency no later than thirty (30) days from receipt of the
required annual reports and audits;
b) Canada will under no circumstances be liable for the payment of interest for failing to
make a payment under this Agreement;
c) Subject to the exception of the claims related to those costs identified in A.1 (h),
Canada shall not be obliged to pay any claims submitted after the Final Project
Component Claim Date;
d) No payment shall be made by Canada until an environmental assessment has been

completed in accordance with subsection 6.1 (Compliance with Environmental
Legislation); and
e) No payment shall be made by Canada until the Recipient has complied with its
obligations under section 7 (Aboriginal Consultation).
10.2 METHOD OF PAYMENT

Payments by Canada shall be made by means of an Electronic Instruction for Payment.
10.3 CLAIM PROCEDURES

a) No payment shall be made by Canada unless the Progress Claim has been certified
by the Recipient Co-chair, or a senior official designated, in writing, by the Recipient
Co-chair, and approved by the Federal Co-chair;
b) the Recipient agrees to submit Progress Claims in a form acceptable to the Federal

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Co-chair and must include the following:

i) Certification, in HCoMS, by the Recipient Co-chair or a senior official
designated, in writing, by the Federal Co-chair, as to the accuracy of the
information submitted in support of the claim; and
ii) Breakdown of Eligible Costs claimed, by Project Component listed in
Schedule B.
iii) Identification of any deferred payment amount.
10.4 HCOMS
The Parties agree to use Transport Canada’s Highway Contribution Management System
(HCoMS) to process claims and payments and monitor progress under this Agreement.
HCoMS will be available to the Recipient in both official languages. Modifications and
improvements to the system may be made by Canada at its discretion and expense.
10.5 RETENTION OF CONTRIBUTION

Canada shall retain the final five percent (5%) of its contribution for each Project Component
under this Agreement until such time as the Recipient fulfills its obligations under sections
10.1 (Payment Conditions) and 10.6 (Final Payment). Any contribution retained by Canada
will be paid with the final payment under this Agreement.
10.6 FINAL PAYMENT

The request for final payment for each Project Component under this Agreement shall be
accompanied by:
a) A summary report certified by the Recipient Co-chair confirming:
i. Compliance with the terms and conditions of this Agreement;
ii. The amounts and the sources of all Project Component funding;
iii. All costs of the Project Component;
iv. The use made of the contribution under this Agreement and affirmation of all
Eligible Costs incurred and paid by the Recipient for the Project Component; and
v. All outstanding financial items, including any amount that may have been claimed
by the Recipient for ineligible costs or overpayments.
b) A Solemn Declaration of Substantial Completion declared by a professional engineer in

respect of each Project Component as described in Schedule F;
c) Confirmation from the Recipient Co-chair that the TDM Measures required under this
Agreement and the associated TDM Plan will be implemented and maintained for a
minimum of one (1) year after the Project Completion Date; and
d) Any outstanding documents and reports required under this Agreement.

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10.7 TIME LIMITS FOR CLAIMS

The Recipient agrees to submit all claims for payment by the Agreement End Date Final
Project Component Claim Date for each Project Component.
Subject to the exception of the claims related to those costs identified in A.1 (h), Canada will
have no obligation to pay a claim submitted after the deadline specified in this provision.
11. AUDIT, EVALUATION AND REPORTING

11.1 REPORTING – AUDIT EVALUATION GUIDELINES
The Recipient shall comply with the Audit Framework contained in Schedule D.
11.2 RECORD KEEPING

The Recipient shall ensure that it, and Third Parties with which it contracts, maintains proper
and accurate accounts and records, including, but not limited to, contracts, invoices,
statements, receipts and vouchers, in respect of the Project, and that these are kept for at
least six (6) years after the Project Component. The Recipient shall, upon reasonable
notice, make said documents available to Canada for inspection and audit.
11.3 PUBLIC ACCOUNTS

The Recipient shall, in its public accounts, reflect Canada’s contribution in accordance with
established accounting practices.
11.4 ANNUAL FINANCIAL COMPLIANCE AUDIT

The Recipient shall submit to Canada, on an annual basis, and by July 31st of each Fiscal
Year commencing the first Fiscal Year in which a claim is paid or payable and for each
subsequent Fiscal Year thereafter for which a claim is paid or payable, an audit of the
accounts, records, claims, and expenditures incurred under this Agreement in accordance
with the Audit Framework attached hereto as Schedule D.
11.5 AUDIT PLAN

The Recipient agrees to submit to Canada, by November 30th, of each Fiscal Year for which
an audit is required pursuant to section 11.4 (Annual Financial Compliance Audit) and 11.7
(General Compliance Audit) an audit plan of the next annual audit, in accordance with the
provisions of Schedule D.
11.6 ANNUAL REPORT

The Recipient shall, by July 31st of each Fiscal Year, provide Canada with an annual report
on progress achieved under this Agreement during the previous Fiscal Year in accordance
with the provisions of Schedule D, and as required by Canada, shall attach all relevant
documentation.
11.7 GENERAL COMPLIANCE AUDIT

The Recipient shall submit a general compliance audit report to Canada, where the Federal

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Co-chair deems it necessary, in accordance with federal Program requirements. The

general compliance audit will provide assurances that the Recipient has complied with
specific sections of the Agreement as deemed appropriate by the Federal Co-chair.
11.8 OTHER AUDIT

In addition to audits performed by the Recipient under subsections 11.4 (Annual Financial
Audit) and 11.7 (General Compliance Audit), Canada may, at its own expense during the
Agreement and for a period of 2 years following the Agreement End Date for the purpose of
internal Program audit, audit all accounts, records and claims for reimbursement relating to
the Project and may undertake reviews of the Recipient’s administrative, financial and claim
certification processes, upon written notice to the Recipient, as per section 12 (Access).
11.9 EVALUATION BY THE PARTIES

a) The Parties agree to cooperate with respect to the retrospective evaluation of the
Project, the costs of which the Parties will share, as defined in Schedule B of this
Agreement.
b) The Recipient will prepare a retrospective evaluation for each Project receiving a federal
contribution of $5 million or more, to the satisfaction of Canada, prepared from data
collected at one month after opening and 6 years after opening. The final report will be
submitted within 7 years of completion of the Project.
11.10 EVALUATION BY CANADA

The Recipient shall, on a written request by Canada, provide all data and information to
Canada for the purposes of the national evaluation of the Program for which Canada shall
bear all costs.
12. ACCESS
The Recipient shall provide free access to Canada, the Auditor General of Canada and /or
their designated representatives at all times, upon reasonable notice, to the Project sites
and any documentation for the purpose of ensuring compliance with this Agreement
including access to all facilities and information required for inspection and audit.
13. COMMUNICATIONS
The Parties shall comply with the Communications Protocol as established in Schedule C.
14. INDEMNIFICATION
a) The Recipient shall at all times indemnify and save harmless Canada, its officers,
servants, employees or agents (“Indemnified Party”), from and against all claims and
demands, losses, costs, damages, actions, suits or other proceedings by whomsoever
brought or prosecuted in any manner based upon, or occasioned by any injury to
persons, damage to or loss or destruction of property, economic loss or infringement of
rights caused by or arising directly or indirectly from:

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i. the Project;
ii. the performance of this Agreement or the breach of any term or condition of this
Agreement by the Recipient, its officers, servants, employees or agents, or by a
Third Party, its officers, servants, employees or agents;
iii. the design, construction, operation, maintenance and repair of any part of the
Project; and
iv. any omission, misrepresentation or other wilful or negligent act of the Recipient,
Third Party or any other outside party and their respective officers, servants,
employees or agents,
except to the extent to which such claims and demands, losses, costs, damages,
actions, suits, or other proceedings relate to the act or negligence of an Indemnified
Party in the performance of his or her duties.
b) An Indemnified Party shall give prompt notice to the Recipient of any action threatened
or commenced against it in respect of which indemnity may be sought under this
Agreement but failure to so notify the Recipient shall not relieve the Recipient from any
liability which it may have otherwise than on account of this indemnity. If requested by
Canada, the Recipient shall assume the defence of such action with legal advisors
chosen by the Recipient and approved by Canada. The Indemnified Party shall
cooperate with the Recipient in defending such claims, including providing the Recipient
with any necessary information and documentation. An Indemnified Party shall not
voluntarily admit any liability or settle any claim against them covered by this indemnity
without the Recipient prior written approval. The Recipient may not settle any action
commenced against an Indemnified Party without the written consent of Canada and
any other Indemnified Party.
15. DISPUTE RESOLUTION

15.1 DISPUTE RESOLUTION
The Parties shall keep each other informed of any matter that could be contentious by
exchanging information within the Committee. The Committee shall attempt to resolve
potential disputes when it is within its mandate.
15.2 REFERRAL
If an issue contemplated by section 15.1 (Dispute Resolution) arises, the Federal Co-Chair
and the Recipient Co-Chair shall examine it together as soon as possible and in any event
within 20 days within receipt of notice of such contentious matter. Where the Co-Chairs
cannot agree on a resolution, the matter will be referred to the Parties for resolution. A
decision will be provided within 90 days. Any payments related to the matter issue in
dispute will be suspended, together with the obligations related to such issue, pending
resolution.
16. SUSPENSION AND DEFAULT

16.1 SUSPENSION

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Notwithstanding section 15 (Dispute Resolution) of this Agreement, Canada may

suspend payment or any obligation to contribute to Eligible Costs in accordance with
subsections 16.2 and 16.3 of this Agreement, including any obligation to pay any
amount prior to the date of suspension, where the Recipient:
a) has submitted false or misleading information, or made a false or misleading

representation to Canada;
b) has not complied with any obligation, condition, undertaking or term in this
Agreement;
c) has neglected or failed to pay to Canada any amount due in accordance with this
Agreement;
d) has been determined, by Canada, under subsection 4.2 h) to be unable to

complete construction of the Project unless the Recipient expends amounts in
excess of the funding available to it;
e) becomes insolvent, commits an act of bankruptcy, takes the benefit of any

statute relating to bankrupt and insolvent debtors, or goes into receivership or
bankruptcy; or
f) is wound up or dissolved.
16.2 NOTICE OF SUSPENSION
Canada will not suspend payment pursuant to this Agreement until it has provided the
Recipient with written notice specifying the nature of one of the events mentioned in section
16.1 of this Agreement and requesting the event to be remedied within thirty (30) days from
the date of notice, unless one of the events under subsection 16.1(e) or 16.1(f) of this
Agreement occurs wherein Canada may automatically suspend payment and advise the
Recipient, in writing, of the decision.
16.3 DEFAULT
(a) Canada shall suspend payment and may declare and advise the Recipient in writing that
it is in default if the Recipient fails to remedy any event of suspension mentioned in
subsection 16.1 (a) to 16.1(d) within the thirty (30) days pursuant to subsection 16.2; or
(b) Canada may consider the Recipient in default, if an event under subsections 16.1(e) or
16.1(f) occurs and advise the Recipient, in writing, of the decision.
16.4 REMEDIES ON DEFAULT

If Canada has declared or considered the Recipient to be in default, Canada may, without
limiting any other recourses available to it, suspend, subject to subsections 16.2 and 16.3 of
this Agreement, or terminate any obligation by Canada under this Agreement, and/or require
the Recipient to repay all or part of the contribution, as liquidated damages, forthwith and

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that amount shall be considered a debt due to Canada and shall be reimbursed forthwith on
demand to Canada. Any such debt remaining owing and unpaid shall carry interest
calculated in accordance with subsection 18.7 of this Agreement.
17. DISPOSAL AND ABANDONMENT OF ASSETS

17.1 DISPOSAL OF FIXED AND NON-FIXED ASSETS
a) Notwithstanding any other provision in this Agreement, if, during the Fixed Asset
Disposal Period and Non-Fixed Asset Disposal Period, the Recipient, in respect of that
Project Component:
i) sells, leases, encumbers or otherwise disposes of, directly or indirectly, any Fixed
Asset or Non-Fixed Asset to a third party; or
ii) takes any action, directly or indirectly, that will leave the Fixed Asset and/or Non-
Fixed Asset no longer available for service to the general public;
(collectively referred to as the “Disposed Asset”),
the Recipient shall reimburse Canada, upon Canada’s demand, the greater of:
I) the proportion of proceeds received by the Recipient from the third party equal to the
percentage contributed by Canada for the Disposed Asset; or
ll) the proportion of Canada’s Contribution for the Disposed Asset, reduced in
accordance with the tables below-mentioned.
Notwithstanding the above, the total reimbursed by the Recipient shall not exceed the
amount paid by Canada towards said Disposed Asset.

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TABLE A – FIXED ASSET
Timeframe: Return of
contribution for
Fixed Asset
(in current dollars)
Up to 1 year after the Project Component Completion Date 100%
1 to 2 years after the Project Component Completion Date 96%
25 years after the Project Component Completion Date 0%
TABLE B – NON-FIXED ASSET

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Timframe: Return of
contribution for
Non-Fixed Asset (in
current dollars)
Up to 1 year after the Project Component Completion Date 100%
10 years after the Project Component Completion Date 0%
b) Subject to subsection 19.13 (Assignment), if the Recipient takes any action described in
subsection 17.1 a) i) of this Agreement during the Fixed Asset Disposal Period or Non-
Fixed Asset Disposal Period, the Recipient shall assign its rights and obligations under
this Agreement to the outside party involved;
c) Notwithstanding the foregoing, if the Recipient takes any action described in subsection
16.1 a) i) of this Agreement during the Fixed Asset Disposal Period or Non-Fixed Asset
Disposal Period, based on technical or operational requirements of the Recipient, the
Recipient may, at Canada's discretion and with its written approval, in lieu of the
repayment set out above, reinvest the proceeds from the Disposed Asset into an asset
that replaces the Disposed Asset. If Canada deems the reinvestment inappropriate, the
Recipient shall be required to reimburse Canada, as per subsection 16.1 a); and
d) Notwithstanding the foregoing, if the Recipient takes any action described in subsection
16.1 a) i) of this Agreement during the Fixed Asset Disposal Period or Non-Fixed Asset
Disposal Period, for a nominal amount, and the Disposed Asset remains available for
service to the general public, Canada may, at its discretion, choose to waive the
remedies identified in subsections 16.1 a) I) and 16.1 a) II).
17.2 ABANDONMENT OF FIXED AND NON-FIXED ASSETS

If, at any time during the Fixed Asset Disposal Period or Non-Fixed Asset Disposal Period
the Recipient proposes to significantly reduce, abandon or substantially abandon, as
determined by Canada, a Fixed or Non-Fixed Asset, even if it remains under the ownership
of the Recipient, Canada may require the Recipient to reimburse Canada, on demand, a
proportionate amount of the funds contributed by Canada for the section of the Project
Component or Project Sub-Component which has been reduced, abandoned or essentially
abandoned in accordance with the table in subsection 16.1 a) (Disposal of Fixed and Non-
Fixed Assets).
17.3 NOTICE

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The Recipient shall notify Canada in writing, one hundred eighty (180) days in advance if, at
any time during the Fixed Asset Disposal Period or Non-Fixed Asset Disposal Period, the
Recipient proposes, plans or anticipates to take any action as described in subsection 16.1
a) (Disposal of Fixed and Non-Fixed Assets).
The Recipient shall notify Canada in writing, one hundred eighty (180) days in advance if, at
any time during the Fixed Asset Disposal Period or Non-Fixed Asset Disposal Period, the
Recipient proposes to significantly reduce, abandon or essentially abandon a Fixed and/or
Non-Fixed Asset, as described in subsection 16.1 a) (Disposal of Fixed and Non-Fixed
Assets).
18. REVENUES FROM ASSETS
18.1 PUBLIC BENEFIT

The Parties acknowledge that their contributions to the Project are meant to accrue to the
public benefit. The Recipient will notify Canada in writing within ninety (90) days of the end
of a Fiscal Year, if any Fixed Asset and/or Non-Fixed Asset to which Canada has
contributed under this Agreement is used in such a way that, in the Fiscal Year, revenues
are generated from it which exceed its operating expenses and Canada may require the
Recipient to pay to Canada immediately a portion of the excess, in the same proportion as
Canada's contribution is to the total cost of the asset. This obligation will apply only to the
first twenty (20) complete Fiscal Years following the Project Component Completion Date.
18.2 TOLLING
The Project, as described under this Agreement, will not be tolled at any time during a
period of twenty-five (25) years after the Project Completion Date, unless an agreement is
reached with Canada relative to the establishment of Tolls and the treatment of funds
contributed by Canada for the Project under this Agreement, and:
(i) A free and fully accessible alternate route is available, without significant
restrictions, unless the only alternate route is serviced by ferry, bridge, or through
tolled facilities already existing as at the Effective Date;
(ii) toll revenues are used exclusively to offset project costs for projects where toll
revenues, in whole or in part, flow to a private sector operator excluding Eligible
Costs covered under this Agreement; ongoing operating costs; capital maintenance
(e.g., resurfacing); a contingency reserve; rate of return on capital (excluding all
public contributions); and purchase of private land for the right-of-way, if any;
(iii) a tariff of Tolls be made available by the Recipient to any member of the public, on
request;
(iv) the tariff of Tolls, and exemptions, be applied without discrimination for the same
class of user, regardless of their place of origin; and
(v) Tolls are collected, where feasible, through the use of electronic tolling systems that

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are compatible with North American standards.
The Recipient agrees not to permit the establishment of Tolls, at any time during a period of
twenty-five (20) years after the date of completion of a Project, for all or a portion of the
Project, unless an agreement is reached with Canada relative to the establishment of Tolls
and the treatment of funds contributed by Canada for the Project under this Agreement.
19. GENERAL
19.1 GOVERNING LAW
This Agreement is governed by the laws of British Columbia, subject always to any
paramount or applicable federal laws.
19.2 FEDERAL CROWN PREROGATIVE

Nothing in this Agreement is intended to or is construed as limiting, waiving or derogating
from any federal Crown prerogative.
19.3 COMPLIANCE WITH LAWS

The Recipient shall comply with all applicable laws and regulations, including but not limited
to environmental laws and regulations, and all requirements of regulatory bodies having
jurisdiction over the subject matter of this Project.
19.4 FINANCIAL ADMINISTRATION ACT

Notwithstanding any other provision in this Agreement, the obligations contracted by
Canada are all subject to the Financial Administration Act (R.S., 1985, c. F-11).
19.5 BINDING OBLIGATIONS

Each Party declares to the other that the signing and execution of this Agreement was duly
and validly authorized, and that each has incurred a legal and valid obligation that is binding
on it.
19.6 DEBTS DUE TO HER MAJESTY IN RIGHT OF CANADA

Any amount owed to Canada under this Agreement will constitute a debt due to Her Majesty
in Right of Canada, which the Recipient agrees to reimburse Canada forthwith on demand.
19.7 INTEREST ON DEBTS DUE TO HER MAJESTY IN RIGHT OF CANADA

Debts due to Her Majesty in Right of Canada will accrue interest in accordance with the
Interest and Administrative Charges Regulations (SOR/96-188) of the Financial
Administration Act (R.S., 1985, c. F-11).
19.8 SET-OFF BY CANADA

Any debt due to Her Majesty in Right of Canada may be set-off against any amounts
payable by Canada to the Recipient under this Agreement.
19.9 NO BENEFIT

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No member of the House of Commons or the Senate of Canada will be admitted to any
share or part of this Agreement or of any Contract made pursuant to this Agreement, or to
any benefit arising from them.
19.10 NO PARTNERSHIP, NO JOINT VENTURE, NO AGENCY, ETC.
No provision of this Agreement and no action by the Parties will establish or be deemed to
establish a partnership, joint venture, principal-agent relationship, or employer-employee
relationship in any way or for any purpose whatsoever between Canada and the Recipient
or between Canada and a Third Party.
Without limiting the generality of the foregoing, the Recipient agrees not to represent itself,
including in any agreement with a Third Party, as a partner or agent of the Crown. Canada
shall have no responsibility for fulfilment of any obligation into which the Recipient enters in
relation to the Project, including, without limitation, any loan, capital lease or other long-term
obligation.
19.11 NO AUTHORITY TO REPRESENT

Nothing in this Agreement is to be construed as authorizing a Third Party to contract for, or
to incur any obligation on behalf of, a Party or to act as agent for a Party.
No provision of this Agreement shall be construed as authorizing a claimant or any person

to enter into a Contract or to contract an obligation on behalf of any of the Parties, and the
Recipient shall take the necessary action to ensure that any agreement between the
Recipient and any Third Party contains a provision to that effect.
19.12 NO ACTIONS OR PROCEEDINGS
The Recipient represents that it is not subject to an obligation or prohibition which could
restrict or interfere with its performance of this Agreement, and further, that no actions or
legal proceedings have been brought and that it has not received any threat of actions or
proceedings that could or may restrict or interfere with its performance of this Agreement.
The Recipient agrees to inform Canada immediately if any such action or proceedings are
threatened or brought during the term of this Agreement.
19.13 ASSIGNMENT
The Recipient shall not transfer or assign its rights or obligations under this Agreement
without the prior written consent of Canada. Any attempt by the Recipient to assign any of
the rights, duties or obligations of this Agreement without Canada’s express written consent
shall be deemed invalid.
19.14 WAIVER
Any tolerance or indulgence demonstrated by a Party will not constitute a waiver. A Party
may only waive its rights under this Agreement in writing.
19.15 CONFLICT OF INTEREST

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No current or former public servant or public office holder or reporting public office holder to
whom the Conflict of Interest Act (2006, c. 9, s.2), the Values and Ethics Code for the Public
Service and/or the Conflict of Interest and Post-employment Code for Public Office Holders
apply, shall derive any direct benefit from this Agreement, unless said individual is in
compliance with the applicable provisions of the Act and/or Codes.
The Recipient shall inform Canada, in writing, should any real and/or apparent conflict of
interest exist or arise that could have a direct impact on Canada’s contribution to the
Project.
19.16 INTELLECTUAL PROPERTY

The Recipient shall obtain the necessary authorizations, as needed, for the implementation
of the Project, from Third Parties who may own the intellectual property rights or other rights
in respect of any Projects. Canada shall assume no liability in respect of claims from any
Third Party in relation to such rights and to the Agreement.
19.17 CONSEQUENTIAL MEASURES

Subject to this Agreement, the Recipient shall independently and at its own cost conclude
such arrangements as are necessary to allow the implementation of a Project under this
Agreement whenever such Projects affects a municipality, agency, or instrumentality under
provincial control.
19.18 LOBBYISTS AND AGENT FEES

The Recipient warrants that any person it has hired, for payment, to speak to or correspond
with any employee or other person representing Canada on the Recipient behalf,
concerning any matter relating to the contribution under this Agreement or any benefit
hereunder and who is required to be registered pursuant to the Lobbyists Registration Act
R.S. 1985 c. 44 (4th Supplement), is registered pursuant to that Act. The Recipient warrants
that no person or entity that is negotiating the whole or any part of the terms of this
Agreement receives any payment or other compensation that is contingent upon or
calculated upon the contribution hereunder.
19.19 SUCCESSOR
This Agreement is binding upon the Parties and their respective administrators and
successors.
19.20 OFFICIAL LANGUAGES ACT
The Recipient is responsible, in consultation with Canada, for taking the necessary
measures to respect the spirit and intent of Official Languages Act, R.S.C. 1985 c. 31 (4th
Supp.) to communicate with the public in the official language of their choice.
20. NOTICES, DOCUMENT AND INFORMATION

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20.1 NOTICE DEEMED GIVEN
Any notice, including but not limited to, certificates and declarations provided for under this
Agreement shall be delivered in person or sent by registered mail, or facsimile. Said notice
shall be deemed to have been delivered on the earlier of either receipt by the addressee or
ten (10) business days after mailing if sent by registered mail or the following business day
if delivered in person or sent by facsimile.
20.2 DOCUMENTS AND INFORMATION
Subject to subsection 19.1 (Notice deemed given), any information and/or documentation
provided for under this Agreement may be delivered in person, or sent by mail, facsimile, or
by electronic transmission.
20.3 ADDRESSES FOR CANADA AND THE RECIPIENT

Any notice, document or information with respect to this Agreement shall be addressed in
accordance with the following. A Party may change the address below by notifying the other
Party in writing.
For Canada:
Any notice to Canada must be sent to:
Jim Lothrop, P.Eng

Senior Director
Highways & Borders
Transport Canada
Place de Ville, 330 Sparks St.
Ottawa (Ontario)
Canada
K1A 0N5
Telephone No.: (613) 998-1902

Fax No.: (613) 990-9639
E-Mail: LOTHROJ@tc.gc.ca
For The Township of Langley:
Colin Wright, P. Eng.

General manager, Engineering
20338 65 Avenue
Langley, B.C.
V2Y 3J1

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Telephone No.: (604) 533-6072
Fax No.: (604) 533.6099

E-Mail: CWRIGHT@tol.bc.ca

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SIGNATURES
This Agreement has been executed on behalf of Her Majesty in Right of Canada by the
Minister of Transport, Infrastructure and Communities, and on behalf of the Recipient by
[TITLE].
HER MAJESTY IN RIGHT OF The Township of Langley

CANADA
Original signed by:
Original signed by:
____________________
____________________ [NAME]
[NAME] [TITLE]
Minister of Transport, Infrastructure
and Communities
Date: ____________________ Date: ____________________
Witnessed by: Witnessed by:
__________________ ____________________
Date: ____________________ Date:______________________

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SCHEDULE A – ELIGIBLE AND INELIGIBLE COSTS
A.1 Eligible Costs
Subject to subsection A.2, Eligible Costs will be all direct costs, which are in Canada’s opinion
properly and reasonably incurred and paid by an eligible Recipient for an eligible investment
under a contract for goods or services necessary for the implementation of a Project, and
includes:
a) Capital costs, as defined and determined according to generally accepted accounting

principles, and relating to the construction, rehabilitation or improvement of highways,
roads, bridges/tunnels, railways, multi-modal facilities, grade crossing/separations, customs
facilities, connectors to inter-modal facilities, ITS and any other infrastructure Projects that
meet the selection criteria;
b) Costs related to signage, lighting, highway markings and utility adjustments;
c) The costs of joint communication activities (press releases, press conferences, translation,
etc.) and road signage recognition set out in the Communication Protocol that will form part
of the Agreement;
d) All planning (including plans and specifications) design and evaluation costs specified in the
Agreement such as the costs of environmental planning, surveying, engineering,
architectural supervision, testing and management consulting services, as limited by
subsection 4.1 a) ii) of this Agreement;
e) The costs of engineering and environmental reviews, including environmental assessments

and follow-up programs as defined in the Canadian Environmental Assessment Act and the
costs of remedial activities, mitigation measures and follow-up identified in any
environmental assessment;
f) The costs of Aboriginal consultations;
g) The costs of developing and implementing innovative techniques for carrying out the
Project;
h) Recipient audit and evaluation costs as specified in the Agreement;
i) Other costs that, in the opinion of Canada, are considered to be direct and necessary for the
successful implementation of the Project and have been approved in writing prior to being
incurred, with the exception of Ineligible Costs as noted below.

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A.2 Ineligible Costs
Certain costs are not eligible for funding and therefore will not be considered in the
calculation of the total Eligible Costs of the Project, including:
a) Costs incurred prior to the signature of the Agreement and after the Project Completion
Date.
b) The cost of purchasing land, associated real estate and other fees, financing charges and
interest payments on loans;
c) Provincial sales tax and the Goods and Services Tax for which the Recipient or a third party
is eligible for a tax rebate and all other costs eligible for rebates;
d) Costs which have been shared under other federal statutes or programs;
e) Legal fees;
f) General repairs and maintenance of a Project work and related structures unless they are
part of a larger capital expansion Project;
g) Compensatory costs due to construction Projects;
h) Services or works normally provided by the Recipient incurred in the course of

implementation of the Project except those specified as Eligible Costs; and
i) Employee wages and benefits, overhead costs as well as other direct or indirect operating,
maintenance and administrative costs incurred by the Recipient, and more specifically costs
relating to survey, engineering, design, architecture, supervision, management and other
services delivered directly by permanent employees of the Recipient, or of a Crown
corporation or corporation owned and controlled by the Recipient except in the case where
the Recipient can demonstrate value for money.

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SCHEDULE B – DETAILED PROJECT DESCRIPTION AND CASH FLOW
Total Project Costs Breakdown of Expenditures

Total Eligible
Project Cost
Cost
Component
Description Canada Twp. of Langley 2008/09 2009/10 2010/11
No.
$ $ $ % $ % $ $ $
th th
64 Avenue Extension from 204 St. to
th
216 St
The Project will consist of the construction of

approximately 2km of new four-lane
1 municipal roadway extending from 204 St. to $51,000,000 $6,200,000 $3,100,000 50% $3,100,000 50% -- $4,470,000 $1,730,000
216 St. on the 64th Ave. alignment. A new
structure will be constructed to carry the
roadway over the Roberts Bank Rail Corridor
as well as Glover Rd. (Provincial Highway
10). Another new structure will be built to
carry the roadway over North Creek.
2 $X,XXX,XXX $X,XXX,XXX $X,XXX,XXX 50% $X,XXX,XXX 50%
TOTAL $X,XXX,XXX $X,XXX,XXX $X,XXX,XXX 50% $X,XXX,XXX 50%

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SCHEDULE C – COMMUNICATIONS PROTOCOL
C.1 General
C.1.1 The Parties agree to carry out joint communications activities and products that
will promote opportunities to communicate project milestones with the public in
an open, transparent, effective and proactive manner, using appropriate,
ongoing, consistent public information material acknowledging the Parties’
contributions.
C.1.2 The Committee shall identify appropriate forms for these communications and
public information activities and products, and may strike a communications sub-
committee responsible for providing advice and support on these matters. If
necessary, the sub-committee will create a proposed rollout of communication
activities. The sub-committee shall be made up of at least one representative of
each Party.
C.1.3 All Joint Public Communication Material in relation to this Agreement shall be
prepared in both official languages in accordance with the Official Languages Act
(Canada), and shall equitably reflect the contributions of the Parties and, where
applicable, any Third Party Operators. This includes ensuring equal recognition
and prominence where words, logos, symbols and other types of identification
are incorporated into materials.
C.1.4 All Joint Public Communication Material or signage related to Project

Components shall be produced in accordance with the Federal Identity Program.
C.1.5 All Joint Public Communication Material concerning this Agreement shall be in a
form approved by the Committee.
C.1.6 In the event of an election call that affects the riding the project is located in,
whether federal, provincial or municipal, no public announcements will be
permitted.
C.1.7 Costs associated with the development and delivery of joint communications
products and activities are an Eligible Cost. All costs are to paid by the Recipient
and submitted to Canada for reimbursement in accordance with the funding ratio
established in Schedule B.
C.2 Operational Notices

C.2.1 Operational notices including but not limited to public calls for tenders, road
closure notices, transportation management activities or highway safety activities
that may result from the performance of work under this agreement will not
require federal approval.
C.3 Communication with the Public

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Public information material

C.3.1 The Parties may produce information kits, brochures, public reports, and web
pages providing information for private-sector interest groups, contractors and
members of the public on this Agreement.
C.3.2 All draft joint communications products shall be distributed to the partners in
sufficient time to allow for appropriate approvals. The lead-time should be, at a
minimum, twenty (20) business days prior to the event/publication of material.
Media releases
C.3.3 Unless agreed to in advance by the Parties, the Parties shall organize a signing
ceremony and a joint media release shall be issued when the Agreement is
signed. A release, in which each of the Parties is assigned equal importance,
shall be issued in respect of each Project or in combination with other Projects,
unless otherwise agreed by the parties. The releases will include quotations from
all Parties. The Parties shall agree upon and approve the content of the release.
Media conferences, public announcements and other joint events

C.3.4 The Parties shall co-operate in organizing media conferences, announcements
and official ceremonies and shall respect the order of precedence as established
by Canadian Heritage or other mutually agreed upon protocol. Unless agreed to
in advance by the Parties, no public announcement concerning a Project covered
by this Agreement shall be made by either of the Parties or, where applicable,
unless the other Party has been given at least twenty (20) business days notice
of the public announcement.
C.3.5 Either Party may organize a joint media conference or public ceremony
pertaining to a Project. Unless agreed to in advance by the Parties, the Party that
does so shall give the other Party reasonable notice of twenty (20) business
days, and such notice shall also be given in respect of other joint events or public
announcements.
Signage
C.3.6 the Recipient further agrees to supply, erect and maintain, on the direction of
Canada:
a) prior to the implementation of any Project under this Agreement, including

new construction, Project signs measuring not less than 1.2 metres by 2.4
metres and visible by users traveling in either direction at the beginning and
the end of each Project, unless otherwise agreed upon by the Committee,
must be erected and maintained until the Project Component Completion
Date. Canada will provide the Recipient with the necessary information to
construct the signs;
b) upon completion of a project and where feasible, the Parties may provide and
install, a plaque or permanent sign bearing an appropriate inscription. The

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Committee must approve the design, wording and specifications of such

permanent signs.
c) where a sign is to be erected by either Party referring to either Party’s

financial contribution, it shall include specific reference to the federal
contribution herein made;
d) except for traffic control or safety devices, no additional signage concerning

the Project shall be erected by any Party;
e) the costs of any temporary or permanent signage shall be an Eligible Cost.

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SCHEDULE D – AUDIT FRAMEWORK
D.1 Purpose
The purpose of the audit framework is to provide independent and objective assurances
that:
a) systems and procedures are in place to ensure that the management process has
regard to the terms and conditions of the Agreement and ensures that the financial
assistance is granted for Projects that met the eligibility criteria and the applicable
obligations or requirements.
b) disbursements are supported by a rigorous process that has regard to risk

management and verifies that the eligibility requirements are complied with and the
costs incurred are allowable.
D.2 Audit Objectives
The objectives of audits conducted under this Agreement are as follows:
a) to determine whether funds have been disbursed for the agreed purposes, by
examining the payment approval process, including the nature and extent of the
supporting documents, the accuracy of the information supplied in respect of claims
for payment and the evidence of appropriate authorizations, and such other due
diligence reviews as appropriate; and
b) to ensure that prompt and timely corrective action is taken in response to audit
findings.
D.3 Financial Compliance Audit Criteria
The criteria with which, the auditor will express an opinion as to the recipient’s financial
compliance are established by the following sections of Agreement:
a) Section 4.1 – Contribution by Canada;
b) Section 4.2 – Commitments by the Recipient;
c) Schedule A – Eligible and Ineligible Costs;
d) Schedule C – Communications Protocol, Section C.1.7;
e) Additional sections as deemed necessary by Canada.

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D.4 Auditor’s Report
D.4.1 The auditor should provide an audit opinion as to the recipient’s compliance with
the criteria established by Section D3 – Audit Criteria of Schedule D – Audit
Framework.
D.4.2 The auditor should provide an audit opinion in accordance with Section 5815 –
Audit Reports on Compliance with Agreements, Statutes and Regulations of the
Canadian Institute of Chartered Accountant’s assurance handbook.
D.4.3 The auditor’s report should refer to the eligible criteria and to a Schedule of
Eligible Expenditures.
D.4.4 Notes attached to the Schedule of Eligible Expenditures should include a general
note outlining a general description of the project, a listing of significant
accounting policies used to prepare the Schedule of Eligible Expenditures and a
note describing what constitutes and eligible and ineligible expenditure.
D.5 Roles and Responsibilities
D.5.1 The independent auditor will have an equal duty of care to both Canada and the
Recipient.
D.5.2 The Committee shall approve the annual audit plans and the report of the audit
findings, and shall ensure that prompt and timely corrective action is taken in
response to the audit findings, including the recovery of funds, where applicable
D.5.3 The Recipient will be responsible for ensuring that all audits required under the
Agreement are carried out and will pay all audit costs, except for those audits
specified in Section 11.8.
D.6 Audit Plan
D.6.1 The Committee shall ensure that an annual audit plan is drawn up and includes
an overall strategy for the audit as well as a detailed audit plan.
The overall strategy would include but is not limited to the following:
a) Conduct of preliminary engagement activities that would entail gathering a sufficient

understanding of the terms of the engagement, an assessment of the Recipient’s
management structure and an assessment of independence;

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b) The overall audit strategy sets the scope, timing and approach to the audit, and
guides the development of more detailed audit plans;
c) Ascertaining the reporting objectives of the engagement to plan the timing of the
audit and the nature of the communications required, and key dates for expected
communications with management and those responsible for governance;
a) An appropriate assessment of important factors that will determine the

focus of the engagement team’s efforts including a determination of a
materiality level, preliminary identification of areas where there may be
higher risks of material misstatement, preliminary identification of
material components and account balances, evaluation of whether the
auditor may plan to obtain evidence regarding the effectiveness of
internal controls, and identification of recent entity-specific, industry,
financial reporting or other relevant developments;
b) Deployment of resources for specific audit areas, an assessment of
amount of resources required and how the resources will be managed
subject to the completion of the auditor’s risk assessment procedures;
The detailed component of the audit plan would include but is not limited to the following:
a) A description of the nature, timing and extent of planned risk assessment

procedures sufficient to assess the risks of material misstatement as
determined by the auditor’s understanding of the entity, its environment
and assessment of materiality;
b) A description of the nature, timing and extent of planned further audit
procedures at the assertion level for each material class of transactions,
account balances and disclosures as determined by the auditor’s
determination of assessed risks;
c) Any additional procedures required to carry out the engagement.
D.6.2 The Committee shall ensure that all audit reports be available to the public on
request. In addition, pursuant to the Treasury Board of Canada’s audit policy,
the Federal Co-chair shall ensure that the results of any available audits are
provided to the public on request.
D.6.3 Any audit conducted within the framework of this Agreement shall be done in
accordance with accepted auditing standards such as the rules of the Canadian
Institute of Chartered Accountants.

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SCHEDULE E – INFORMATION
E1 General
The purpose of Schedule E is to identify the data and information that the
Recipient must collect and provide to Canada under this Agreement, as well as
the sharing and the use of this information by the Parties. The Parties agree that
the collection of accurate and timely data and information is essential to ensure
the sound management of this Agreement and to report to Canadians on results
and accomplishments.
E2 Annual Report
As per section 11.6 (Annual Report), Recipient will provide an Annual Report by
July 31st of each Fiscal Year. The report shall include the following:
1. General Overview of Results: A general overview of the results

accomplished under the Agreement during the Fiscal Year, including a
description of the work completed, expenditures, environmental issues, and
any concerns affecting the progress or completion of the Projects
Components in the Agreement
2. Copies of all Schedule B revisions signed during that fiscal year
3. Project updates, including:

• description, map and status of the work completed on approved Projects
• contracts started or completed and the estimated date of completion of
contracts
• major milestones (e.g. opening of a section of a project, etc.)
• maps and photographs of the project locations showing the work in
progress and the work completed on approved Projects
• communications activities undertaken during the Fiscal Year (e.g. news
releases)
• environmental monitoring report to confirm that the environmental
mitigation measures outlined in the CEAA screening report were
implemented, a description of any changes that were required, and a
summary of environmental issues encountered during the implementation
of the project
• report on performance measurement data collected as included in the
prospective analysis if applicable
4. A Fiscal Year-end summary table of expenditures under this Agreement;
5. A copy of the annual audit for the Agreement.
E3 Retrospective Evaluation

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Within 7 years following the Final Project Component Completion Date, the
Recipient agrees to prepare and submit a retrospective analysis in order to
evaluate whether the objectives of the prospective analysis have been met.
The retrospective evaluation will follow up on the information contained the

Prospective Analysis.

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SCHEDULE F – SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION
In the matter of the Canada – [RECIPIENT] [PROJECT] Agreement entered into

between Her Majesty in right of Canada, represented by the Minister of Transport,
Infrastructure and Communities, and The Township of Langley, represented by the
[TITLE], on [DATE].
I, [NAME], a Registered Professional Engineer in the Province of British Columbia do

solemnly declare as follows:
1. That I am the [TITLE, DEPARTMENT, RECIPIENT], and as such have

knowledge of the matters set forth in this affidavit;
2. That the work identified as the Project in Schedule B of the above-mentioned
Agreement has been substantially completed as described in Schedule B,
Revision , dated the _______ day of ______ 20__.
3. That the above-mentioned [PROJECT COMPONENT] is open for its intended
purpose. As described in subsection 3.2
4. That the work for the [PROJECT COMPONENT]:
• was carried out by [PRIME CONTRACTOR], between [START DATE] and
[COMPLETION DATE];
• was supervised and inspected by qualified staff;
• conforms with the plans, specifications and other documentation for the
[PROJECT COMPONENT OR SUB-COMPONENT];
• conforms with applicable environmental legislation, and that appropriate
mitigation measures have been implemented; and
• conforms with the traffic, construction and engineering guidelines as
approved by the Management Committee established under the above
mentioned Agreement.
Declared at [CITY] , in the [Province or Territory] of [NAME OF PROVINCE /

TERIRITORY] this ___________day of _________ 20___.
Engineer’s SEAL
(name, title)
____________________________
(Witness name, title)

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ATTACHMENT C
PROJECT AGREEMENT
64th Avenue Rail Overpass at Highway 10 Project
Roberts Bank Rail Corridor Program (RBRC)
TransLink
BC Ministry of Transportation and Infrastructure
Port Metro Vancouver
Township of Langley
February 24, 2009
2904702.1
Project Agreement Roberts Bank Rail Corridor Program
64th Avenue Rail Overpass at Highway 10
(RBRC) Project
Roberts Bank Rail Corridor Program
PROJECT AGREEMENT
Project
(the “Project”)
THIS AGREEMENT made the ________day of _______________, 2009
BETWEEN:
SOUTH COAST BRITISH COLUMBIA TRANSPORTATION AUTHORITY,

having an office at 1600 - 4720 Kingsway, Burnaby, B.C. V5H 4N2
(“TransLink”)
AND:
HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH

COLUMBIA as represented by the Minister of Transportation and Infrastructure, having
an office at 940 Blanshard Street, PO Box 9850 Stn Prov Govt, Victoria, B.C. V8W 9T5
(“BC MoT)”)
AND:
THE CORPORATION OF THE TOWNSHIP OF LANGLEY, having an office at

4914 221st Street, Langley, B.C. V3A 3Z8
(the “Township”)
AND:
VANCOUVER FRASER PORT AUTHORITY, having an office at 100 The Pointe,

999 Canada Place, Vancouver, B.C. V6C 3T4
(“Port Metro Vancouver”)
WHEREAS
A. The British Columbia Ministry of Transportation and Infrastructure (“BC MoT”), the
South Coast British Columbia Transportation Authority (“TransLink”), Vancouver Fraser Port
2904702.1 Page 1
(RBRC) Project
Authority (“Port Metro Vancouver”) and the Township of Langley (“Township”), herein called
the Parties, along with other agencies identified below, wish to promote international trade
through a program, funded in part by the Asia-Pacific Gateway and Corridor Initiative, that
provides a comprehensive program of road/rail grade separations on the Roberts Bank Rail
Corridor (the “RBRC Program”).
B. The RBRC Program is intended to facilitate and improve the movement of rail freight to
and from the Roberts Bank marine terminals through the communities of Delta, Surrey, Langley
City and the Township of Langley while providing relief for those communities and road users
affected by the rail transport and enhancing movement of people and goods in those
communities.
C. The RBRC Program Partners include Transport Canada, BC MoT, TransLink, Port Metro
Vancouver, the Township, the Corporation of Delta, the City of Surrey, the City of Langley, the
British Columbia Railway Company, the Canadian Pacific Railway Company, the Canadian
National Railway, and the BNSF Railway. The RBRC Program Partners have agreed to
participate in and to contribute to the RBRC Program as described in an “Agreement-in-
Principle” signed on June 28th, 2007 (the “AIP”) under which TransLink, on behalf of the
partners under the RBRC Program, has been appointed to develop, coordinate and implement,
administer and manage the overall delivery of the RBRC Program.
D. TransLink has appointed a program manager for the RBRC Program (the “RBRC
Program Manager”) who will undertake the day to day activities of the RBRC Program.
E. The 64th Avenue Highway 10 Road Rail Grade Separation Project (the “Project”) is part
of the RBRC Program, and will separate rail and vehicular traffic thereby facilitating and
improving the movement of people and goods on the road network and the movement of rail
freight to and from the Roberts Bank marine terminals through the communities of the City of
Langley and the Township of Langley.
F. TransLink wishes to improve the Major Road Network and promote the movement of
goods and people through participation in the Project.
G. BC MoT wishes to ensure it maintains a safe and efficient highway system through the
delivery of the Project.
H. Port Metro Vancouver wishes to participate in the Project in order to improve and
enhance the movement of imported and exported goods to and from the marine port facilities at
Roberts Bank along the Roberts Bank rail corridor.
I. The Township wishes to participate in the Project in order to provide relief for its citizens
through the grade separation of rail and vehicular traffic and to improve public safety,
emergency vehicle access and the movement of goods and people in the surrounding
communities.
2904702.1 Page 2
(RBRC) Project
J. Accordingly, the Parties wish to meet the objectives of the RBRC Program through the
overpass and associated road improvements described in this Agreement by the cost-effective
planning, design, construction and funding of the Project. The Parties agree to cooperate in the
Project with a shared sense of purpose, mutual respect and trust.
K. The Parties agree that the Township will be responsible for the day to day delivery and
implementation of the Project in accordance with the terms and conditions of this Agreement
including land acquisition and consolidation, procurement, design and construction.
IN CONSIDERATION of the promises and covenants contained in this Agreement the Parties
hereby agree as follows:
1. DEFINITIONS
1.1 In this Agreement, the following terms will have the following meanings:
(a) “Approval Matrix” means the approval matrix attached as Schedule “A” to this
Agreement;
(b) “Agreement-in-Principle” means the agreement-in-principle dated for reference June
27, 2007, in which Transport Canada, BC MoT; TransLink, Port Metro Vancouver;
the Corporation of Delta; the City of Surrey; the City of Langley; the Township;
British Columbia Railway Company; Canadian Pacific Railway; Canadian National
Railway; and, BNSF Railway agreed to participate in and to contribute to the RBRC
Program, including this Project, and under which TransLink is appointed to manage
the overall delivery of, and to develop, coordinate and implement, the RBRC Program;
(c) “BC MoT” means Her Majesty the Queen in right of the Province of British Columbia
as represented by the Minister of Transportation and Infrastructure;
(d) “Communications” includes media releases, media updates, public responses, printed
materials, information sessions and staged events;
(e) “Communications Plan” means the plan which is approved as part of the Project
Implementation Plan and which shall be consistent with the RBRC Program
communications plan;
(f) “Commencement Date” means the date of reference of this Agreement;
(g) “Conceptual Plan” means the plan for the Project attached as Schedule “B” to this
Agreement as it may be amended in writing from time to time during the Term;
(h) “Contract” means the written agreement for the Design, Construction and completion
of the Project that will be made between the Township and the successful Proponent in
accordance with the terms of the RFP;
(i) “Contractor” means the person who enters into the Contract with the Township;
(j) “Contribution Amount” means, subject to amendment in accordance with this
Agreement, the contribution for each Party to the Project as identified and set out in
2904702.1 Page 3
(RBRC) Project
Schedule “C” to this Agreement for an aggregate total amount not to exceed $51
Million or such other amount or amounts as the Parties hereto may agree in writing;
(k) “Construction” means all things other than Design necessary to complete the Work;
(l) “Design” means the compendium of drawings, plans, specifications and other project
material produced by a professional engineer or other professional that is lawfully
authorized to provide design services in British Columbia, to calculate, determine and
define the items of Work to be constructed together with the labour required to prepare
such materials;
(m) “District Transportation Manager” means the District Transportation Manager of the
Lower Mainland District of the Ministry of Transportation and Infrastructure;
(n) “Document of Requirements” means the document described in Subsection 6.1(b) as
may be amended in writing from time to time during the Term;
(o) “Engineer” means a person who is authorized, registered or licensed under the
Engineers and Geoscientists Act to provide professional engineering services in
British Columbia;
(p) “Evaluation Committee” means the RFP evaluation committee as described in
Subsection 6.1 (c) ;
(q) “Funding Partner Representatives” means representatives of those agencies identified
in Schedule “C” that are contributing to the Project;
(r) “G.S.T.” means the goods and services tax imposed under the Excise Tax Act
(Canada);
(s) “Improvement(s)” includes anything made, constructed, erected, built, altered,
repaired or added to, in, on or under Project Land, and attached to it or intended to
become a part of it, and also includes any clearing, excavating, digging, drilling,
tunnelling, filling, grading or ditching of, in, on or under Project Land;
(t) “Major Road Network” has the meaning set out in the SCBCTA Act;
(u) “Milestone Dates” means the milestone dates set out in Schedule “D” to this
Agreement as they may be amended in writing by the Parties hereto;
(v) “Multi-Modal Use” means the safe, uninterrupted, and unobstructed use of a highway
including travelled lanes, sidewalks, pathways and shoulders by all forms of traffic
including automobiles, bicycles, motorcycles, buses, trucks and pedestrians;
(w) “Owner’s Engineer” means Delcan Corporation, or any other person approved in
advance in accordance with the Approval Matrix, who has been retained to provide
engineering services for the Project on behalf of the Township;
(x) “Owner Partner Representatives” means representatives of those agencies that will
own and/or have jurisdiction over the Project’s infrastructure at completion, being BC
MoT, Township and TransLink for its interest in the Major Road Network and transit
services within the Project;
2904702.1 Page 4
(RBRC) Project
(y) “Parties” means BC MoT, TransLink, Port Metro Vancouver and Township.
(z) “Port Metro Vancouver” means Vancouver Fraser Port Authority;
(aa) “Process Advisor” means the person who is appointed by the Township to review the
procurement process for the Project;
(bb) “Produced Material” means all accounting records, findings, software, data,
specifications, drawings, reports, documents and other material produced by the
Contractor (or any of its employees) or any of its subcontractors (or its employees) as
a result of the Contract including all such material which is in existence prior to the
start of the Term or developed independently of the Contract;
(cc) “Project” means the Design and Construction of Improvements shown on the
Conceptual Plan together with all associated works and infrastructure, the scope of
which is described in Schedule “E” to this Agreement;
(dd) “Project Budget” means the project budget described in Schedule “C” to this
Agreement as it may be amended in accordance with the terms of this Agreement;
(ee) “Project Change Request” means the written request referred to in Section 8.1;
(ff) “Project Costs” means the actual eligible costs of completing the Project as defined in
Schedule “C”;
(gg) “Project Implementation Plan” means the plan described in Subsection 6.1(a) as
maybe amended in writing from time to time during the Term;
(hh) “Project Manager” means Doug Hyde or any other person approved in advance in
accordance with the Approval Matrix, who has been appointed or retained by the
Township to provide project management services for the Project on behalf of the
Township;
(ii) “Project Land” means the land upon which the Project is constructed;
(jj) “Project Organization and Human Resource Plan” means the organization and
identification of human resources for the Project identified in Section 5;
(kk) “Project Procurement Plan” means the procurement plan identified in Section 5 and
approved in accordance with the Approval Matrix;
(ll) “Project Schedule” means the detailed schedule for the Design, Construction and
completion of the Project set out in the Project Implementation Plan, which will be
consistent with the Milestone Dates;
(mm) “Project Scope” means the description in Schedule “E” to this Agreement and as
generally shown on the Conceptual Plan in Schedule “B” to this Agreement that will
be more fully developed and designed in accordance with the Project Implementation
Plan and the Document of Requirements all in accordance with this Agreement;
(nn) “Property Costs” means Project Costs relating to the acquisition of real property;
(oo) “Project Steering Committee” means the committee established by the RBRC Program
as described in Schedule “F”;
2904702.1 Page 5
(RBRC) Project
(pp) “Proponent” or “Proponents” means a person or persons who submit a proposal in

response to the RFP;
(qq) “Province” means Her Majesty the Queen as represented by the Province of British
Columbia;
(rr) “RBRC Program” means the program, funded in part by the Asia-Pacific Gateway and
Corridor Initiative, that provides a comprehensive program of road/rail grade
separations on the Roberts Bank rail corridor (the “RBRC Program”), of which the
Project is a part, and which is intended to facilitate and improve the movement of rail
freight to and from the Roberts Bank marine terminals through the communities of
Delta, Surrey, Langley City and the Township of Langley while providing relief to
those communities from the rail transport and enhancing the movement of people and
goods in those communities;
(ss) “RBRC Program Manager” means Collings Johnston Inc or any other person
appointed by TransLink to undertake the day to day management activities of the
RBRC Program on behalf of the RBRC Partners;
(tt) “RBRC Program Partners” means each of the organizations that signed the Agreement
in Principle;
(uu) “RFP” means the Request for Proposals for the Project issued by the Township;
(vv) “SCBCTA Act” means the South Coast British Columbia Transportation Authority
Act;
(ww) “Substantial Completion” means the Work has reached the state where it is ready for
Multi-Modal Use or is being used for the purpose intended, confirmed as such by
expert opinion of the Owner’s Engineer, and is so certified by the Project Manager and
without restricting the generality of the foregoing, includes all of the following:
(i) final paving of all roads;
(ii) full operation of all structures and drainage systems;
(iii) full operation of all traffic lighting and signalization;
(iv) placement of all temporary pavement markings and layout for all
permanent pavement markings;
(v) erection of all regulatory and guide signage; and
(vi) installation of all median and roadside barriers and other safety devices,
with the exception of defects and deficiencies and incomplete works that do not
affect its appearance or impair its use provided the total value of all incomplete,
defective and deficient Work does not exceed 3% of the Project Budget set out in
Schedule “C” to this Agreement;
(xx) “Term” means the period of time as set out in Section 3.5;
2904702.1 Page 6
(RBRC) Project
(yy) “Total Completion” means that the entire Work (including the grant of a non-
exclusive, non-transferable, perpetual, irrevocable, royalty-free, worldwide licence of
the as-built drawings along with all moral rights therein from the Contractor to the
Township and MoT) except for those items which are or may be the subject of a
warranty claim, has been performed to the requirements of the Contract and is so
certified by the Contractor through the Contractor’s Engineer;
(zz) “Township” means the Corporation of the Township of Langley;
(aaa) “TransLink” means the South Coast British Columbia Transportation Authority;
(bbb) “Work” or “Works” means everything to be provided and performed by the Township
in relation to the Project including the provision of all professional, technical, skilled
and unskilled labour, services, material, equipment and including, without limitation,
all Design and Construction, and any action as necessary for the Contractor,
subcontractors and other contractors to complete and perform their respective
obligations arising from and in accordance with the terms and conditions of the
Contract or contracts.
1.2 The schedules, that shall form part of this Agreement and are attached hereto,
are as follows:
Schedule “A” — Approval Matrix;

Schedule “B” — Conceptual Plan;
Schedule “C” — Project Costs, Contribution Amounts and Project Budget;
Schedule “D” — Milestone Dates;
Schedule “E” — Project Scope;
2. SCBCTA ACT
2.1 The Township, BC MoT and Port Metro Vancouver acknowledge that
TransLink may, by bylaw, establish standards for all or any part of the Major
Road Network, including the Project, in accordance with the SCBCTA Act.
2.2 Prior to completion of the Project, the Township’s staff will recommend to the
Township Council that applicable bylaws be amended to formally designate
________________ [name of Road] as a truck route, to be effective no later than
the date on which the Project is open to the public.
2.3 If the Township formally designates ___________ [name of Road] as a truck
route, TransLink staff will recommend to the TransLink Board of Directors that
________ [name of Road] from _________ to _________ (including
__________) and ________ [name of Road] from _________ [name of Road] to
__________ [name of Road] be formally designated under section 18 of the
SCBCTA Act as part of the Major Road Network.
2904702.1 Page 7
(RBRC) Project
3. PROJECT DELIVERY
3.1 The Township will deliver the Project in accordance with the terms of this
Agreement.
3.2 The Township represents and warrants that it has, or will retain, the skills and
experience necessary to carry out the Project in a professional, competent and
diligent manner.
3.3 The Township will undertake and deliver the Project to completion, or will
cause its Contractor to undertake and deliver the Project to completion, in
accordance with this Agreement and, without limitation:
(a) in accordance with Schedule “E” to this Agreement for the Project Scope;
(b) in a professional, competent, timely and diligent manner, in accordance with
acceptable standards and specifications set out in this Agreement;
(c) in compliance with all applicable laws, statutes, regulations, by-laws, and directions of
all governmental and statutory authorities issued under lawful authority; and
(d) achieve Substantial Completion by 2012 or such later date as agreed to by the Parties
in accordance with the Approval Matrix.
3.4 In order to deliver the Project on behalf of the Parties in accordance with this
Agreement, and without limiting the foregoing, the Township:
(a) will comply with and enforce all agreements that it enters into to have the Project
delivered;
(b) will ensure all consents, permits, licences, certificates and approvals, including an
environmental assessment in accordance with the Canadian Environmental
Assessment Act, necessary to complete the Project are obtained prior to
commencement of Construction;
(c) will ensure proper implementation of the Project Implementation Plan;
(d) will ensure the Project Manager facilitates review and approval of the Project
deliverables in accordance with the Approval Matrix; and
(e) will ensure that:
(i) the Project Manager promptly advises the Parties of any changes that may
have a significant impact on the scope, schedule or budget of the Project;
(ii) access to all land that is impacted by the Construction of the Project is
maintained;
(iii) the Project Manager advises the Parties promptly upon receiving notice
from the Contractor of the anticipated date of full Multi-Modal Use;
(iv) the Parties have access to the Project at all reasonable times to carry out
their obligations under this Agreement and to ensure compliance with the
Contract; and
2904702.1 Page 8
(RBRC) Project
(v) if required, a reference plan under section 107 of the Land Title Act is
prepared and deposited in the land title office in order to dedicate all
highways.
3.5 The term of this Agreement commences on the Commencement Date and
terminates on the date that all warranty and any other obligations under the
Contract are fully performed or such earlier date provided for in this Agreement.
3.6 The Township:
(a) will develop the Project Implementation Plan, the Document of Requirements and the
Project Budget; and
(b) will complete the Project in accordance with this Agreement.
3.7 The Township will ensure monthly progress reports describing the status of the
Project are provided to the Project Steering Committee 15 days following the
end of each month or such other period of time that the Parties may direct. The
Project Steering Committee will review the progress reports for general
conformance with the RBRC Program. The Parties will review for compliance
with the Project and this agreement. The monthly progress reports will contain
the following:
(a) progress of Design and Construction to date in relation to and compared against the
Project Schedule and the likelihood of meeting each of the Milestone Dates;
(b) an up-to-date Project Schedule, showing dates on which Milestones Dates have been
achieved, indicating any variances, and showing projected dates for future Milestone
Dates;
(c) a brief description of Project Work planned for the next month;
(d) an up-to-date summary of actual Project Costs, forecast of costs to Total Completion,
and variances, if any, from the Project Budget;
(e) any procurement undertaken for the Project;
(f) any material communications undertaken for the Project;
(g) any land acquisition for the Project;
(h) any required approvals;
(i) any safety issues encountered;
(j) quality management and assurance status;
(k) risk management and monitoring and any actions taken or recommended to manage or
mitigate risks;
(l) a description of any significant difficulties encountered, any anticipated claims for
extra Project Costs, or any other actual or anticipated deviations from Project Scope,
Project Budget, Project Schedule, or other plans; and
(m) any other matters requested by the Parties.
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3.8 The Parties agree that a Project Steering Committee will review all key Project
decisions for general conformance with the RBRC Program as described in the
Approval Matrix in accordance with the terms of reference set out in Schedule
“F” to this Agreement.
3.9 Each of the Township, TransLink and BC MoT will appoint an Owner Partner
Representative who will have the authority to take any actions required and to
make timely decisions and approvals on behalf of his or her respective agency
for this Project as described in the Approval Matrix.
4. PROJECT MANAGER AND OWNER’S ENGINEER

4.1 The Township will ensure that the Project Manager and the Owner’s Engineer
undertake and complete all of the tasks required of them under this Agreement at
the times set out in this Agreement for the completion of such tasks. Without
limitation, the Township will ensure that the Project Manager:
(a) administers all contracts in relation to the Project;
(b) confirms the accuracy of invoices for payment within the approved Project Budget and
Project Schedule;
(c) recommends certification of Substantial Completion and Total Completion to the
Township, BC MoT and TransLink; and
(d) after acceptance of the recommendation in Subsection 4.1 (c), issues certification of
Substantial Completion and Total Completeion.
4.2 If, at any time during the Term, either the Project Manager or the Owner’s
Engineer is unable to undertake his or her duties, the Township will notify the
Owner Partner Representatives and, with the approval of Owner Partner
Representatives in accordance with the Approval Matrix, the Township will
immediately appoint or retain another person to undertake the duties of the
Project Manager or the Owner’s Engineer as applicable.
5. RBRC PROGRAM MANAGER
5.1 The primary purpose of the RBRC Program Manager is to undertake the day-to-
day activities of the program on behalf of the Partners Committee. Specific
responsibilities related to this Project include:
(a) acting as secretariat to the Project Steering Committee:
(i) ensuring that the Project Steering Committee functions in an effective and
efficient way;
(ii) coordinating distribution and collection of Project and relevant RBRC
Program documentation to and from relevant parties in a timely manner;
and
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(iii) ensuring that the items requiring attention and decision from the RBRC
Propgram Partners are expediently brought forward to the attention of the
Parties.
(b) providing independent oversight and verification of Project Costs and financial
accountability throughout lifetime of the project:
(i) verifying Project Costs, assessing their conformance with overall RBRC
Program objectives and making a recommendation for payment to
individual RBRC Program Partners providing funding to the Project,
following the agreed-upon principles for Project Costs as described in
Schedule “C”.
(ii) ensuring that the Project, where possible will benefit from available
economies of scale during RBRC Program implementation; and
(iii) establishing and maintaining a financial planning framework to facilitate
RBRC Program and Project cash flow planning and financial tracking to
the Project.
6. PROJECT IMPLEMENTATION PLAN AND DOCUMENT OF

REQUIREMENTS
6.1 The Project Manager will, before issuance of the RFP, in consultation with the
Owner’s Engineer and Process Advisor, provide the Project Procurement Plan to
the Owner Partner Representatives for approval in accordance with the Approval
Matrix. This Project Procurement Plan will include:
(a) the RFP including the Document of Requirements, as described in Section 5.2 (b);
(b) evaluation methodology and scoring process;
(c) establishment of the Evaluation Committee;
(d) detailed approval processes and schedule for the procurement, in accordance with the
Approval Matrix;
(e) contract management; and
(f) cover letter by the Process Advisor indicating their approval of the processes and
evaluation framework outlined in the Procurement Plan.
6.2 The Project Manager will, before award of the Contract and in consultation with
the Owner’s Engineer prepare and provide the Project Implementation Plan for
implementation of the Project to the Project Steering Committee for review and
to the Owner Partner Representatives for approval in accordance with the
Approval Matrix. The Project Implementation Plan will include the following:
(a) Project background, overview and organization;
(b) the Document of Requirements, prepared in cooperation and consultation with the
engineering staff for the Township, TransLink and BC MoT, that will address:
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(i) Project Scope;

(ii) performance criteria and technical requirements;
(iii) design criteria ,engineering standards and specifications;
(iv) quality management;
(v) risk management and mitigation;
(vi) traffic management;
(vii) bonding and insurance requirements;
(viii) safety audit; and
(ix) roles and responsibilities;
(c) Project Budget and Reporting;
(d) Project Schedule with Milestone Dates and work breakdown structure;
(e) critical success factors;
(f) Project Procurement Plan;
(g) change management plan;
(h) traffic safety strategy acceptable to the District Highway Manager;
(i) Contract management;
(j) Communications Plan; and
(k) Project Organization and Human Resource Plan.
6.3 No review or approval of the Project Implementation Plan will be construed as
evidence that the Project Implementation Plan or any part thereof is complete,
satisfactory or is in compliance with the Contract if there is subsequent evidence
to the contrary that it is not.
6.4 the Township acknowledges and agrees that:
(a) the Township will ensure the Project Manager delivers the Procurement Plan, RFP and
the Project Implementation Plan to the Project Steering Committee and the Owner
Partner Representatives so that there is adequate time to review, comment or and
approve as applicable based on the Approval Matrix, understanding that the Parties
agree to act expeditiously in their review;
(b) the RFP will not be issued until the Project Procurement Plan has been reviewed and
approved in accordance with the Approval Matrix;
(c) the Document of Requirements will be included in the RFP; and
(d) the award of Contract will not occur until the Project Implementation Plan has been
reviewed and approved in accordance with the Approval Matrix.
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7. PROCUREMENT PROCESS AND AWARD OF CONTRACT

7.1 The Township will ensure that all procurement processes and procedures,
including the RFP, are fair, equitable, open, transparent and competitive and that
all proponents will be afforded a full and fair opportunity to compete. The
Township will prepare a Project Procurement Plan as described in Section 5.1
for review and approval in accordance with the Approval Matrix.
7.2 The Township will appoint a process advisor who will oversee the procurement
process to ensure that the process is fair, equitable, open, transparent and
competitive and that all proponents will be afforded a full and fair opportunity to
compete.
7.3 The Township will prepare and issue the RFP which will:
(a) ensure that only those persons who have been short-listed under the Request For
Expressions of Interest are permitted to submit a proposal in response to the RFP;
(b) provide for the consent of surety, letters of credit and all other submittals and Contract
security documents that must be delivered to the Township with the proposal; and
(c) include the criteria for the evaluation of all compliant proposals made in response to
the RFP.
7.4 The Township will ensure that the Contract:
(a) includes insurance and bonding requirements satisfactory to the Township and BC
MoT;
(b) requires the Contractor to retain suitably qualified engineer(s);
(c) allows for approved Project Change Requests;
(d) requires the Contractor to provide the Project Manager with not less than 30 days
notice of the anticipated date of Multi-Modal Use;
(e) requires the Contractor to obtain, prior to commencement of Construction, all
necessary consents, permits, licences, certificates, approvals and environmental
permits required by competent governmental authorities that are necessary for the
completion of the Project; and
(f) requires the Contractor (or its employees) and any subcontractor (or its employees) to
deliver the Produced Material to the Township and BC MoT together with all
documents satisfactory to the Township granting the non- exclusive, non-transferable,
perpetual, irrevocable, royalty-free, worldwide licence to use the Produced Material to
the Township and to BC MoT.
7.5 The Project Manager will have the resulting proposals reviewed and approved in
accordance with the Project Procurement Plan and Approval Matrix and will:
(a) reject all proposals that do not meet the mandatory criteria set out in the RFP, and
(b) evaluate and rank all compliant proposals according to the evaluation criteria.
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7.6 Subject to the Process Advisor’s opinion obtained by the Township that the
procurement process has been fair, equitable, open, transparent and competitive,
the evaluation and ranking of the proposals and award of the Contract will be
reviewed and approved by the Parties in accordance with the Approval Matrix
whereupon the Project Manager will forward to the Township the Evaluation
Committee’s recommendation and Owner Partier Representatives’ approval and
, if accepted by the Township Council, the Township will negotiate the Contract
with the successful proponent in compliance with the process described in the
RFP.
7.7 Upon the successful negotiation of the Contract, the Project Manager will advise
the Owner Partner Representatives and the RBRC Program Manager of that fact
and, upon approval by the Owner Partner Representatives, and if accepted by the
Township Council, the Township will, in accordance with the RFP, ensure that
the Contract is executed by the Contractor and the Township.
7.8 The Parties acknowledge that it is their intention to deliver the Project utilizing a
design- build process, however, if no acceptable proposal is submitted in
accordance with the RFP, the Parties will consider delivering the Project by
another delivery method and, if they determine to do so, another RFP or other
appropriate procurement process will be issued by the Township and the
provisions of this Section will apply to the issuance of that subsequent RFP or
procurement process.
8. COMPLIANCE REVIEW AND QUALITY MANAGEMENT

8.1 The Owner’s Engineer will review the Project to ensure it is being completed in
accordance with the Document of Requirements and the Contract and the
Owner’s Engineer will provide an opinion, in writing, to the Project Manager on
that matter and if the Owner’s Engineer determines that the Project is not being
completed in accordance with, the Document of Requirements and the Contract,
the Owner’s Engineer will so advise the Project Manager who, in turn, will so
advise the Project Steering Committee and the Owner Partner Representatives
for review and approval in accordance with the Approval Matrix and:
(a) if the Owner Partner Representatives approve an alternate method of completing the
Project, it will authorize the Project Manager to complete the Project in that manner
and the Project Implementation Plan, the Document of Requirements and the Contract
will be amended accordingly; or
(b) if the Owner Partner Representatives do not approve a proposed alternate method of
completing the Project, the Project Manager will ensure the Contractor completes the
Project in accordance with the Document of Requirements and the Contract.
8.2 Nothing in Section 7.1 will be construed to relieve the Township from its
obligations to have the Project delivered in accordance with this Agreement.
8.3 The Township will ensure that the Contract requires a quality management plan
prepared or approved by an independent consultant and that includes compliance
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reviews of Design and Construction of the Project to ensure compliance with the
design and engineering standards. The Project Manager will provide the quality
management plan to the Owner Partner Representatives for review for general
compliance with the RBRC Program.
9. CHANGE MANAGEMENT
Project Change Requests

9.1 During the Term, any Party may request a change to the Project Scope, the
Project Schedule, the Project Budget, the Project Implementation Plan, the
Document of Requirements or the Contract. That Party must prepare a Project
Change Request with a full description of the proposed change, the reason for
requesting the change, a proposed method of adjustment for, or an amount of
adjustment to, the Project Budget and the Project Schedule, if any, and any other
proposed consequential adjustments to the Contract and deliver it to the Project
Manager.
9.2 The Project Manager will review the Project Change Request and determine:
(a) the impacts on the Contract, the Document of Requirements, the Project
Implementation Plan, the Project Budget, the Project Scope and the Project Schedule;
(b) the options available and the preferred option to mitigate or avoid such negative
impacts;
(c) the steps the Contractor or any other person must take to mitigate or avoid such
impacts; and
(d) the cost of the proposed change.
9.3 The Project Manager will advise the Parties of the Project Change Request and
its assessed impact on the Project.
9.4 If the Parties agree that the Project Change Request should be considered
further, subject to Section 9.5, the Project Manager will forward the request to
the Project Steering Committee who will review the Project Change Request for
general conformance to the RBRC Program and will provide any comments and
advise of any non-conformances to the Project Manager, who will then advise
the Parties of such feedback. .
9.5 Any material change to the Project Scope, Project Budget or Project Schedule
will require the approval of the Parties in accordance with the Approval Matrix.
9.6 If a Project Change Request is substantially caused by or required by one Party,
after considering the Project Change Request, the Parties may decide to approve
the Project Change Request provided that the Party or Parties benefiting from
the Project Change Request first agrees to bear all of the costs that are incurred
as a result of that Project Change Request at no cost to the Project.
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9.7 If the Project Change Request is approved and it changes Project Costs, the
Parties agree to amend the Project Budget and Contribution Amounts by each
Party as required in accordance with Section 10.
9.8 If the Project Change Request is approved, the Township will amend the
Document of Requirements, Project Implementation Plan and the Contract, as
applicable, to reflect the approved change to the Project Scope, the Project
Budget, Project Contributions and the Project Schedule.
10. COST OVERRUNAS AND ABANDONMENT
Cost Overruns
10.1 The Parties will use their best efforts to keep the Project Costs within the Project
Budget, however, if at any time Project Costs are forecast to exceed the Project
Budget, the Parties may jointly agree to amend the Project Scope to
accommodate the cost increase so that Project Costs are kept within the Project
Budget while ensuring that the objectives of the RBRC Program and of the
Project are reasonably met
10.2 If the Parties are unable to amend the Project Scope to keep the Project Costs
within the Project Budget while ensuring that the objectives of the RBRC
Program and of the Project are reasonably met, the Parties may request
additional funds from either or both the RBRC Program or their respective
agencies as follows:
(a) request the RBRC Manager for additional funds from the RBRC Program, in
which case the RBRC Manager will request the RBRC Program Partners to
evaluate the request and review it for general conformance to the scope, budget
and costing of the RBRC Program, and determine availability of funds;
(b) request additional funding from their respective agencies and, if such request for
funding is approved, the Parties may agree to amend the Project Budget and
contribute additional funding to cover the overruns in their respective
proportionate share.
10.3 If no additional funds are available from the RBRC Program or the Parties’
respective agencies and the Project Cost cannot be reasonably reduced without
significantly impacting Project and RBRC Program objectives, the Parties will:
(a) consider whether any of the Program or Project objectives could be amended in
order to reduce costs to meet the Project Budget in which case the RBRC
Manager will request the RBRC Program Partners to evaluate the request and
review it for general conformance to the scope, budget and costing of the RBRC
Program; or
(b) if it is prior to award of the Construction Contract, agree to abandon the Project in
which case each Party will pay a prorated amount of its Contribution Amount of
the Project Costs incurred up to and including the date of the abandonment of the
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Project and the obligations of the Parties under this Agreement will be at an end;
and
(c) if it is after the award of the Construction Contract, the Township and BC MoT
may agree to pay for overruns of the Project Costs beyond the Project Budget
provided the overruns are associated with delivery and do not result from Project
Change Requests by another Party.
10.4 If additional funds are obtained from the RBRC Program or the Parties’
respective agencies or if scope is reduced to meet the Project Budget, the
Township will amend other documents in accordance with Section 9.8 and the
RBRC Program Manager will be advised of the amendments.
Abandonment, Termination
10.5 If the Contract has not been awarded, the Project may be abandoned as a result
of an event beyond the control of the Parties provided that each Party will pay a
prorated amount of its Contribution Amount of the Project Costs incurred up to
and including the date of the abandonment of the Project and, in which case, the
obligations of the Parties under this Agreement will be at an end.
11. DESIGN REVIEW

11.1 The Project Manager will provide the Owner Partner Representatives with
written notice of any impending Design review no later than 14 days prior to the
Contractor’s submittal due date pursuant to the Design submittal schedule and
the Owner Partner Representatives will provide written feedback to the
Township no later than 14 days after receiving the complete Design review
package provided that:
(a) the timing of the Design review is pursuant to the Design submission schedule as
agreed between the Contractor and the Township, as may be amended from time to
time between the Contractor and the Township;
(b) the Township has, upon amendment of the Design review schedule, forthwith
provided the Owner Partner Representatives with a copy and, in any event, provided
the most current Design submission schedule no later than 14 days prior to any
amended submission date therein or as may otherwise he agreed in writing by the
Contractor and the Township; and
(c) the Township implements and adheres to a communication process with respect to
Design reviews that includes the following steps:
(i) provides an e-mail notice to the Owner Partner Representatives no less
than 14 days before the Design submission from the Contractor is due;
(ii) the Township will forthwith forward the complete Design submittal
package from the Contractor in the appropriate electronic format and/or
hardcopy to the Owner Partner Representatives along with a covering
letter from the Township;
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(iii) the covering letter in Subsection (ii) above will provide a summary of
what portion of the Design is to be reviewed, provide a list of all
documents within the package to be reviewed and specify the date by
which the Township requires a written response from the Owner Partner
Representatives; and
(iv) for significant Design reviews, at the request of the Owner Partner
Representatives, the Project Manager will organize a Design review
meeting between the Contractor and the Owner Partner Representatives.
Such meetings will be scheduled to permit reasonable time for review of
the Contractor’s Design submission prior to the meeting and to allow
sufficient time for written feedback within 14 days as aforementioned in
this Section.
12. PROJECT LANDS AND DISPOSITION OF SURPLUS LANDS

12.1 The Parties will make available for the Project any lands owned prior to the
Commencement Date that are designated in whole or in part as Project Land, at
no cost to the Project where those lands are determined to be necessary for the
Project by the Owner Partner Representatives.
12.2 If any lands that are not owned by any Party are determined to be necessary for
the Project by the Owner Partner Representatives, the Township will make best
efforts to acquire the lands in a timely manner.
12.3 The provisions of this Section will survive and continue to apply after the
termination of this Agreement.
13. PROJECT COMPLETION

13.1 On Substantial Completion, the Township will ensure that:
(a) the Owner’s Engineer completes all reviews required under Section 8.1 and obtains all
required certifications and advises the Township that Substantial Completion has been
achieved;
(b) all compliance reviews to be complete at Substantial Completion in accordance with
the Contract have been completed; and
(c) the Project is ready for full Multi-Modal Use.
13.2 On Total Completion, the Township will:
(a) ensure that all terms and conditions of the Contract have been fully performed (subject
only to warranty obligations) and that all components of the Project have been fully
completed;
(b) ensure that all compliance reviews pursuant to the Contract are complete and that all
non-compliances, defects, deficiencies and incomplete work have been rectified or
completed (except for warranty obligations);
(c) obtain all required certifications from the Contractor with respect to Total Completion;
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(RBRC) Project
(d) deliver to each Owner Partner Representative as they may require, a copy in both
paper and electronic formats of autoCAD drawings prepared on the latest version of
autoCAD, of all Produced Material together with an non-exclusive, non-transferable,
perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce, modify and
distribute the Produced Material granted from the Contractor to the Township and BC
MoT; and
(e) ensure the Contractor has completed all incomplete work and rectified all identified
defects and deficiencies, except for warranty obligations, in accordance with the
Contract and to the satisfaction of the Parties.
14. PAYMENT OF FUNDING CONTRIBUTIONS

14.1 The Parties to this Agreement will contribute funds to the Project as set out in
Schedule “C” to this Agreement.
14.2 Not later than the l0th day of the month following the end of each calendar
month during the Term (or such other period of time that the Parties, may
direct), the Township will forward a detailed invoice for progress payment to the
RBRC Program Manager. In that invoice, the Project Manager will certify that
all expenditures pertain to the Project and are Project Costs pursuant to the terms
of this Agreement for that month. The Project Manager will provide the
following supporting documentation with each request:
(a) a monthly progress report as described in Section 3.7;
(b) receipts or other supporting documentation evidencing payment by the Township of
Project Costs;
(c) a description of what the Project Costs expenditures covered;
(d) a summary of payments made to date by all contributing RBRC Program Partners;
(e) a summary of outstanding payments requested from any other contributing agencies;
and
(f) any other documentation reasonably requested by the Parties to support the request.
14.3 The RBRC Program Manager will review the invoices for completeness and
conformance with the RBRC Program in accordance with Section 5.1,
confirming the calculations for each funding participant’s share taking into
account eligibility of Project Costs to each organization, ensuring that the total
contribution by each Party to the Project remains in accordance with Schedule
“C”, and advising each Party of its review.
14.4 The RBRC Program Manager will provide a report outlining total expenditures
for the Project, each Party’s proportionate share of Project Costs incurred since
the last progress payment request and the balance then due by each Party.
Each Party agrees it will pay its respective share of the progress payment requested under
Section 14.2 above directly to the Township within 30 days of receipt of the invoice in
accordance with Schedule “C”.
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14.5 . If, after review of the invoice and documentation provided by the Project
Manager in accordance with Section 14.2 above, a Party or the RBRC Program
Manager identifies any error or omission in the invoice within 10 days of receipt
of the invoice, it will notify the Project Manager and the RBRC Program
Manager with a copy to the other Parties. The Project Manager will promptly
investigate such discrepancy and amend and resubmit the invoice or, if no
amendment is warranted, provide further documentation to the Parties clarifying
the matter.
14.6
14.7 The monthly invoice of Project Costs referred to in Section 12.2 must be
certified by the Project Manager as being correct and include the following
statement:
“This statement is delivered to the Township of Langley pursuant to an agreement
between TransLink, the Ministry of Transportation and Infrastructure, the
Vancouver Fraser Port Authority and the Township of Langley which is dated for
reference November ___, 2008 (the “Project Agreement”). I certify that this is a
true and correct statement of the Project Costs (as defined in the Project
Agreement) which have been incurred by the Township of Langley during the
statement period on account of the Project (as defined in the Project
Agreement).”
14.8 If:
(a) the Township is not in material breach of the Agreement; and
(b) each Party is satisfied, acting reasonably, with the supporting documentation provided
under Section 14.2 above;
each Party will pay their respective share of the progress payment requested under
Subsections 14.3 and `4.4 above within 30 days of receipt of the RBRC Invoice in
accordance with Schedule “C”.
14.9
14.10 The Project Budget specified in Schedule “C” to this Agreement will be
inclusive of all applicable taxes.
14.11 The Parties will release their final payment within 30 days after Total
Completion of the Project, receipt of all of the supporting documentation
required under Section 11.2 and the following, which are to be provided to all
Parties:
(a) a written certificate, executed by the Township’s Director of Engineering and
Operations, that the Project has been completed in accordance with this Agreement
and, in particular, meets or exceeds engineering specifications and standards set out in
Schedule “E” to this Agreement;
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(b) a statement, certified by the Township’s Chief Financial Officer, which must include
the total amount of Project Costs, a breakdown of each Party’s contribution to the
Project, and the following statement:
“I certify that the Project Costs as stated have been incurred by the Township
of Langley, are attributable to this Project, are correct, meet the definition set
out in the Project Agreement dated for reference November ___, 2008 and are
net of the Municipal GST rebate”; and
(c) a Project close-out report, prepared by the Owner’s Engineer, which sets out
recommendations for the operation, maintenance and future rehabilitation of the
Project.
15. COVENANTS OF THE TOWNSHIP

15.1 The Township will:
(a) pay, when due, all taxes, rates, levies, duties, charges and assessments levied or
charged, at any time, by any competent governmental authority which relate to the
Project and the Township’s obligations under this Agreement and which the Township
is liable to pay;
(b) deliver to the other Parties immediately upon demand, receipts or other evidence of
the payment of all money required to be paid by the Township under this Agreement;
(c) observe, abide by and comply with:
(i) all laws, bylaws, orders, directions, ordinances and regulations of any
competent governmental authority in any way affecting the Project and the
Township’s obligations under this Agreement, and
(ii) the provisions of this Agreement;
(d) on the request of the Parties, deliver to it the following:
(i) a list of all personnel of the Township who are engaged in delivering the
Project;
(ii) all contracts and agreements related to the Project;
(iii) substantiation of all services provided to the Township with respect to the
Project.
16. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

16.1 The Township, Port Metro Vancouver, BC MoT and TransLink each warrant and
represent to the other Parties with the knowledge that the other Parties will rely upon
these warranties and representations in entering into this Agreement and in completing
their obligations under this Agreement that it has the power, capacity and authority to
enter into this Agreement and to carry out its obligations under this Agreement.
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17. ASSIGNMENT
17.1 No Party may assign this Agreement without the prior written consent of the
others, such consent not to be unreasonably withheld.
17.2 The assignment of this Agreement does not release the Township from its
obligation to observe and perform all the provisions of this Agreement on its
part to be observed and performed unless the Parties specifically release the
Township from such obligation in its consent to the assignment of this
Agreement.
18. FUTURE OPERATION, MAINTENANCE AND REHABILITATION

18.1 The Township will ensure that, during the Term, the Work is operated,
maintained and rehabilitated in compliance with all applicable laws, statues,
regulations, by-laws, and directions of all governmental and statutory authorities
issued under lawful authority, including, without limitation, any standards
established by TransLink for the Work under the SCBCTA Act or those
standards established by BC MoT.
18.2 The Parties acknowledge and agree that, after Substantial Completion of the
Project, it is their intention that the operation, maintenance and rehabilitation of
the improvements will be as follows:
(a) the Province will own and BC MoT will be responsible for the operation, maintenance
and rehabilitation of the structure going over the railway and Highway 10 as well as
any improvements within the Province’s jurisdiction;
(b) the Township will own and be responsible for the operation, maintenance and
rehabilitation of the Improvements within its jurisdiction, and:
(i) the Township shall maintain and rehabilitate the travelled lanes,
sidewalks, pathways, bicycle lanes, and shoulders of 64th Avenue
including that portion on the structure going over Highway 10, and
(ii) if any traffic control signal is placed on Township property to regulate
vehicle movements thereby causing an adverse impact on Highway 10, the
Township agrees that BC MoT will have control over the phasing and
timing of such signal;
(c) subject to Section 18.1, the Township and BC MoT agree that prior to completion of
the Project, the Project Manager in cooperation with the District Transportation
Manager and a Township representative will prepare an agreement which will be
entered into by the Township and BC MoT with respect to the foregoing and the future
operation, maintenance and rehabilitation of the Project.
18.3 The provisions of this Section will survive and continue to apply after the
termination of this Agreement.
18.4 All information, material and documentation (including the Produced Material)
relating to the Improvements owned by either the BC MoT or the Township
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including copyright in that information, material or documentation (including

the Produced Material) become the property of the respective Party having
jurisdiction over the Improvements.
19. RECORDS, AUDIT AND INSPECTION

19.1 The Township will maintain accurate and complete books and records in relation
to its operations under this Agreement including all transactions pertaining to the
Project and all Project Costs including, without limitation, supporting
documentation for all Project Costs related to the Project, from the date of this
Agreement until seven years after the completion of the Project in order to
accommodate audit and Freedom of Information and Protection of Privacy Act
requirements.
19.2 The Township will account for all contributions and expenditures for the Project
in accordance with generally accepted accounting principles.
19.3 The Parties will have the right to enter upon the Township’s premises for the
purpose of inspecting or auditing the Project Costs and the records and books of
the Project at any time during normal business hours. Without limiting the
generality of the foregoing, the Parties will have the right to inspect and copy
any records and books relating to the Project and Project Costs, including any
supporting documentation and to cause an audit to be taken by them or by an
independent auditor.
19.4 The Parties will have the right to enter upon the Project site, for the purpose of
conducting a physical inspection of the Work, at any time during normal
business hours.
20. INDEMNITY AND RELEASE

20.1 The Township will indemnify and save harmless TransLink, BC MoT, Port
Metro Vancouver, their respective subsidiaries, directors, officers, employees
and agents, (collectively the “Indemnified Parties”) from and against any and all
losses, claims, complaints (including, without limitation, complaints pursuant to
human rights legislation), damages, actions, causes of action, fines, penalties,
costs and expenses (including, without limitation, actual legal fees and
disbursements) the Indemnified Parties may sustain, incur, suffer or be put to
any time, either before or after the expiration or termination of this Agreement,
arising out of, or in connection with the Project or the Work, including, without
limitation:
(a) any breach of this Agreement or anything done or omitted to be done pursuant to this
Agreement, whether negligently or otherwise, by the Township or any councillor,
officer, employee, agent, contractor or subcontractor of the Township;
(b) the Design, engineering, Construction, operation, maintenance or rehabilitation of the
Project by the Township, whether negligent or otherwise;
2904702.1 Page 23
(RBRC) Project
(c) any contravention or alleged contravention of applicable laws, statutes, regulations,

by-laws, or directions of governmental or statutory authorities issued under lawful
authority, including, without limitation, those related to the environment,
environmental protection and contaminated sites;
(d) the use and occupation of the Project Lands, whether negligent or otherwise; or
(e) any Project Steering Committee participation, review, inspection, audit, approval,
acceptance or payment by TransLink, BC MoT or their respective contractors and
consultants in relation to the Design, engineering, Construction, operation,
maintenance or rehabilitation of the Project or the Work;
whether or not such losses, claims, complaints, damages, actions, causes of action, fines,
penalties, costs or expenses relate to the acts or omissions, whether negligent or
otherwise, of the Indemnified Parties.
20.2 In addition to the foregoing, and notwithstanding any other term or provision
herein contained, the Township, for and on behalf of itself, its councillors,
officers, employees, agents, contractors and subcontractors, hereby
unconditionally, absolutely and irrevocably releases and forever discharges the
Indemnified Parties from any and all losses, liabilities or damages, at law or in
equity and whether direct, indirect or consequential, which relate to, arise out of,
or are in any way connected with the Design, engineering, Construction,
operation, maintenance or rehabilitation of the Project or the Work, whether
caused by, or arising through the negligence of the Indemnified Parties.
20.3 The Township acknowledges that the indemnity under Section 208.1 and the
release under Section 20.2 will not be affected in any way by the provisions of
Section 2.
21. INSURANCE
21.1 The Township will ensure that insurance and bonding or other contract security
is put in place for the Project with insurers and sureties licensed in British
Columbia with coverage of a type, and in amounts, that BC MoT specifies for
projects of the scope, size and exposure of this Project, during the term of this
Agreement and for any subsequent ongoing operation and maintenance and
rehabilitation of the resulting infrastructure.
21.2 The Township shall require and ensure that each contractor and sub-contractor
involved in the Project maintains insurance compatible with the coverage
required in Section 21.1.
22. DISPUTE RESOLUTION AND JURISDICTION

22.1 If any dispute arises under this Agreement, the Parties involved in the dispute
will attempt to make decisions regarding resolution of any dispute efficiently,
quickly and cost-effectively. Those Parties will disclose to the other Parties all
relevant information and documents regarding any dispute in a timely fashion
2904702.1 Page 24
(RBRC) Project
with the intent that the Parties resolve any dispute within 14 days of the dispute
arising (or within such other time period agreed to by the Parties) through
amicable negotiations, failing which, the Parties will resolve the dispute as
follows:
(a) by referring the matter to the Parties’ representatives for a unanimous resolution; and
(b) failing the unanimous resolution of the matter within 14 days of the dispute being
referred to it under Subsection (a), by referring the matter to the following
representatives of the Parties for resolution or such other representatives as may be
appointed by the Parties from time to time:
(i) the Municipal Administrator of the Township;
(ii) the Vice President, Capital Management and Engineering of TransLink;
(iii) the Vice President, Business Development of Port Metro Vancouver; and
(iv) the Assistant Deputy Minister, Partnerships of BC MoT,
and, subject to applicable laws, the Parties will provide candid and timely disclosure to
each other of all relevant facts, information and documents to facilitate the resolution of
the dispute.
22.2 Subject to Section 22.5 below, if a dispute under this Agreement is not resolved
under Subsection 22.1(b) within 30 days of the dispute being referred to the
persons identified in Subsection 22.1(b), or within such other time period agreed
to in writing by the Parties, any Party may refer the dispute to arbitration
conducted by a sole arbitrator appointed under the British Columbia Commercial
Arbitration Act. The Parties will agree on the arbitrator or, failing agreement,
the arbitrator will be appointed in accordance with the rules of the British
Columbia International Commercial Arbitration Centre and the Commercial
Arbitration Act.
22.3 The cost of the arbitration referred to in Section 22.2 will be shared equally by
the Parties and the arbitration will be governed by the laws of the Province of
British Columbia.
22.4 The arbitration will be conducted at a location agreed upon by the Parties.
22.5 A dispute under this Agreement in respect of a matter within the sole discretion
of a Party cannot, unless the other Party agrees, be referred to arbitration as set
out in Section 22.2.
23. COMMUNICATIONS AND CONFIDENTIALITY

23.1 All public Communications relating to the Project will be undertaken in
accordance with the Communications Plan and in accordance with the Approval
Matrix
2904702.1 Page 25
(RBRC) Project
23.2 The Communications Plan is to be in conformance with the “Public

Communications Work Plan” developed in accordance with the RBRC Program
and will be approved in accordance with the Approval Matrix.
23.3 The Township will ensure that any Project signs erected and maintained at the
Project site are in accordance with the Communications Plan.
23.4 The Township will make public announcements concerning the Project only in
accordance with the Communications Plan unless consent is first obtained from
the Parties. The Township will, in all its publications, news releases, public
communications and presentations regarding the Project, acknowledge
contributions of all Parties as required by the Communications Plan. The
Township will provide milestone information that may be used to promote the
Project to other Parties for communications in conformance with the
Communications Plan.
23.5 The Township will provide reasonable notice to the Project Steering Committee
and the RBRC Program Manager of any proposed public announcement or
ceremony related to the Project. This Section will not apply to routine public
notices regarding construction-related road closures.
23.6 The Township will coordinate any public consultation required for the Project
with respect to road design, transportation improvements and changes in land
use.
relating to the Project is confidential and no Party will disclose that information,
material or documentation (including the Produced Material) without the prior
consent of the other Parties, except where such disclosure is required for the
purposes of the Project or by law.
relating to the Project that is in the custody or control of any Party:
(a) subject to British Columbia’s Provincial laws, is subject to the Freedom of
Information and Protection of Privacy Act; and
(b) subject to federal laws is subject to the Access to Information Act.
24. INTERPRETATION
24.1 The Parties acknowledge and agree that the Approval Matrix in Schedule “A” to
this Agreement provides a summary of the responsibilities and approvals
required under this Agreement, however, in the case of a conflict between the
Approval Matrix and the terms of this Agreement, the terms of this Agreement
will govern.
24.2 This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the laws of the Province of British Columbia and the
laws of Canada applicable therein, and in cases where federal and provincial
laws conflict, the federal law shall prevail. The Parties shall attorn only and
2904702.1 Page 26
(RBRC) Project
exclusively to the jurisdiction of courts of the Province of British Columbia save

and except in the circumstance where the Federal Court has exclusive
jurisdiction.
24.3 Where there is a reference to an enactment of the Province of British Columbia
or of Canada in this Agreement, that reference will include a reference to any
subsequent enactment of the Province of British Columbia or Canada, as the
case may be, of like effect and, unless otherwise stated or the context otherwise
requires, all statutes referred to in this Agreement are enactments of the Province
of British Columbia.
24.4 If any terms, covenant, or condition contained in this Agreement or the
application thereof to any person or circumstance will to any extent be invalid or
unenforceable, the remainder of this Agreement or the application of that term,
covenant or condition to persons or circumstances, other than those concerning
which it is held invalid or unenforceable, will not be affected thereby and each
term, covenant and condition of this Agreement will be separately valid and
enforceable to the fullest extent permitted by law.
24.5 In this Agreement, “person” includes a corporation, firm or association and
wherever the singular or masculine form is used in this Agreement it will be
construed as the plural or feminine or neuter form, as the case may be, and vice
versa where the context or Parties so require.
24.6 The captions and headings contained in this Agreement are for convenience only
and do not define or limit the scope or intent of this Agreement.
24.7 No term, condition, covenant or other provision of this Agreement will be
considered to have been waived by a Party unless such waiver is expressed in
writing by the Party. The waiver by a Party of any breach by another Party of
any term, condition, covenant or other provision of this Agreement will not be
construed as or constitute a waiver of any further or other breach of the same or
any other term, condition, covenant or other provision and the consent or
approval of a Party to any act by the other Parties requiring the consent or
approval of the Parties will not be considered to waive or render unnecessary
such consents or approvals to any subsequent same or similar act by the other
Parties.
25. GENERAL
25.1 The Parties will make all decisions required of them under this Agreement in an
expeditious and timely manner.
25.2 Each of the Parties will at all times, from time to time and upon reasonable
request, do, execute and deliver all further assurances, acts and documents for
the purpose of evidencing and giving full force and effect to the covenants,
agreements and provisions in this Agreement.
25.3 Time will be of the essence under this Agreement.
2904702.1 Page 27
(RBRC) Project
25.4 Nothing contained or implied herein will prejudice or affect the rights and
powers of the Township or the Township’s approving officer in the exercise of
its or his functions under any public and private statutes, bylaws, orders, and
regulations, all of which may be fully and effectively exercised as if this
Agreement had not been executed and delivered by the Parties.
25.5 The warranties, representations and agreements contained in this Agreement will
not be subject to merger but will survive the completion of the Project.
25.6 All notices, demands, claims or other communications required or permitted
hereunder will be in writing and may be delivered prepaid, sent by facsimile or
sent by prepaid first class mail, except that delivery of material documents, plans
and money to be delivered to a Party in accordance with the terms of this
Agreement will be effected by hand or courier to the address specified below,
such deliveries to be effective only on actual receipt.
Any notice will be deemed to have been given or received at the time of delivery to the
address of the recipient as set out below. Any notice delivered by facsimile will be
deemed to be delivered on the next business day following the date of transmission
thereof. Any notice mailed as aforesaid will be deemed to have been given and received
on the fourth business day following the date of its mailing. Any notice will be addressed
as follows:
To: TransLink
1600 – 4720 Kingsway
Burnaby, B.C., V5H 4N2
Attention: Manager, Roads and Bridges
Facsimile No.: (604) 453-4600
To: the Township of Langley

4914 – 221st Street
Langley, B.C. V3A 3Z8
Attention: Director of Engineering
Facsimile No.: (604) ___-____
To: Vancouver Fraser Port Authority

100 The Pointe
999 Canada Place
Vancouver, B.C. V6C 3T4
Attention: ___________________
Facsimile No.: (604) ___-____
2904702.1 Page 28
(RBRC) Project
To: BC Ministry of Transportation and Infrastructure

5C – 940 Blanshard Street
PO Box 9850 Stn Prov Govt
Victoria, B.C. V8W 9T5
Attention: Senior Project Manager, Pacific Gateway Branch
Facsimile No.: (250) 387-5812
provided, however, that a Party may, by notice in writing to the other Parties, specify
another address for service of notices under this Agreement and, where another address is
specified by a Party, notice must be delivered to that address in accordance with this
Section.
25.7 Wherever this Agreement provides that an action may be taken, a consent or
approval must be obtained or a determination must be made, then such Party will
act reasonably in taking such action, deciding whether to provide such consent
or approval or making such determination; but where this Agreement states that
a Party has sole discretion to take an action, provide a consent or approval or
make a determination, there will be no requirement to show reasonableness or to
act reasonably in taking that action, providing that consent or approval or
making that determination.
25.8 If, due to a strike, lockout, labour dispute, act of God, inability to obtain labour
or materials, law, ordinance, rule, regulation or order of a competent
governmental authority, enemy or hostile action, civil commotion, fire or other
casualty or any condition or a cause beyond the Township’s reasonable control,
the Township is delayed in performing any of its obligations under this
Agreement, the time for the performance of that obligation will be extended by a
period of time equal to the period of time of the delay so long as the Township:
(a) gives notice to the Parties of the delay setting forth the nature of the delay and an
estimated time frame for the performance of the Township obligation; and
(b) diligently attempts to remove the delay if it is within its power to do so;
and all costs associated with such delay will be Project Costs.
25.9 The Parties agree that nothing in this Agreement constitutes any of them as the
agent, joint venturer or partner of the other Parties or gives any of them any
authority or power to bind the other Parties in any way and that all obligations
imposed under this Agreement shall be several and not joint.
25.10 This Agreement is binding upon and enures to the benefit of the Parties and their
successors and permitted assigns.
25.11 No remedy conferred upon or reserved to either Party is exclusive of any other
remedy in this Agreement or provided by law, but such remedy will be
cumulative and will be in addition to any other remedy in this Agreement or now
or hereafter existing at law, in equity or by statute.
2904702.1 Page 29
(RBRC) Project
25.12 This Agreement may be executed in counterparts and when the counterparts
have been executed by the Parties, each originally executed counterpart, whether
a facsimile, photocopy or original, will be effective as if one original copy had
been executed by the Parties to this Agreement.
25.13 Each Party confirms that it has not, nor has any person on its behalf, given,
promised or offered to any official or employee of Port Metro Vancouver or Her
Majesty the Queen in Right of Canada for or with a view to obtaining this
Agreement any bribe, gift or other inducement and that it has not nor has any
person on its behalf, employed any person to solicit or secure this Agreement for
a commission, percentage, brokerage or contingent fee.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first
above written.
SOUTH COAST BRITISH COLUMBIA TRANSPORTATION AUTHORITY
_______________________________________________
(Authorized Signatory)
_______________________________________________
Name, Title (Please print)
MINISTRY OF TRANSPORTATION AND INFRASTRUCTURE
_______________________________________________
_______________________________________________
2904702.1 Page 30
(RBRC) Project
VANCOUVER FRASER PORT AUTHORITY
_______________________________________________
_______________________________________________
_________________________________ ______________
_______________________________________________
CORPORATION OF THE TOWNSHIP OF LANGLEY
_______________________________________________
_______________________________________________
_________________________________ ______________
_______________________________________________
2904702.1 Page 31
(RBRC) Project
Schedule “A”
Approval Matrix
Document or Event Prepared by Action Required Action By
1 Any change to the Project Manager or Township Review for general Project Steering
Owner’s Engineer (including, criteria, compliance with RBRC Committee
selection and assignment) Program.
Approve Owner Partner
Representatives
2 Project Implementation Plan Township Review for general Project Steering
(as described in Subsection 6.2) compliance with RBRC Committee
Program.
Approve Parties
4 DB RFP
Procurement Plan (as described in Township Review for general Project Steering
Subsection 6.1) compliance with RBRC Committee
Program.
Representatives
Evaluation and Selection Township, BC Review for general Project Steering
MoT compliance with RBRC Committee
Program.
Representatives
Award/Contract Township Approve Owner Partner
Representatives
5 Acceptance of Technical Compliance at Owner’s Accept Owner Partner
all phases and including all exceptions to Engineer Representatives,
design standards City of Langley
6 Any Material Change to Project Township Review for general Project Steering
Parameters (scope, schedule, budget) compliance with RBRC Committee
Program.
Representatives
7 All Other contracts (after execution of Township none required.
this agreement)
2904702.1 Page 1
(RBRC) Project
Document or Event Prepared by Action Required Action By
8 Traffic Management Plans Contractor(in Approve BC MoT,

cooperation Township
with MoT
District
Transportation
Manager and
Township)
10 Communication Plan & Activities Township, Approve Parties
TransLink
11 Monthly Project Reporting Township, Review for general Project Steering

RBRC compliance with RBRC Committee
Program Program.
Manager Accept Parties
12 Monthly Invoices for Payment (signed Township, Accept subject to Parties

and vetted for accuracy by Project RBRC conformance to agreed to
Manager and RBRC Program Manager) Program budget, scope and Project
Manager Implementation Plan
13 Substantial Completion Township Acceptance of Design and Owner Partner
Construction Representatives
14 Final Completion (Project Township Receive for close-out Parties
Acceptance)
2904702.1 Page 2
(RBRC) Project
Schedule “B”
Conceptual Plan
[To be inserted by the Township]
2904702.1 Page 1
(RBRC) Project
Schedule “C”
Project Costs, Contribution Amounts and Project Budget
Project Costs
Project Costs will mean all direct costs properly and reasonably incurred and paid solely and
specifically in relation to the Project including capital costs that would usually be capitalized in
the financial records of the Township.
The following are examples of Project Costs that will be eligible for reimbursement under this
Agreement, provided that they fall within the definition set out in the immediately preceding
paragraph:
• prior to execution of agreements: specified third Party costs related to studies, tests, reports,
consulting work and other actual costs incurred by the Parties, other than internal work, for
work directly related to development, planning, design and land acquisition necessary for the
Project (as agreed to by the Parties in advance)including work done by Delcan as Owners
Engineer, work by Pacific Land Group regarding the ALC application, Greta Soo for land
acquisition, Bramcon as process advisor, and Arcas for the archaeological works;
• costs for services related to project delivery by staff and consultants (such as Project
Manager, Owner’s Engineer, process advisor, etc.) as agreed to by the Parties in advance;
• after execution of agreements: capital costs actually and reasonably incurred for planning,
development, design, engineering, environmental work, land acquisition, construction
commissioning and management of the Project including:
o costs incurred under Design and Construction contracts;
o Actual costs of applications, permits/licences and approvals required for the
Project (excluding those required/charged by RBRC ProgramPartners) including:
environmental protection and compensation works required by
government authorities and as agreed to in writing by the Parties;
archaeological protection and compensation works required by
government authorities and as agreed to in writing by the Parties;
permitting fees required for the Project;
relocation of existing utilities if required to facilitate the Project; and
acquiring a licence to use the Produced Material, in accordance with
Section 6.4(f);
o actual costs(including legal costs) incurred for acquisition of land required for
the Project (including by expropriation if necessary) as identified and agreed to by
the Parties (exclusive of land owned by a Party which is utilized for the Project or
that not agreed to by the Parties);
o surveying;
2904702.1 Page 2
(RBRC) Project
o traffic management;
o studies and testing;
o basic landscaping (sod/seeding and gravel only);
o restoration of existing features and infrastructure disrupted by construction of the
project (basic landscaping, driveway pavement, curbs);
o consultant/professional fees for engineering, environmental design, construction,
monitoring, inspection, testing and contract administration;
o project management costs and disbursement in relation to the Project; and
o actual costs of communications and community relations reasonably incurred for
the Project (including Project signs, events and media releases);
• legal costs incurred by the Parties for preparing and reviewing contracts or agreements
for the Project, except for legal costs incurred by the Parties for preparing and reviewing
this Agreement;
• dispute resolution costs – actual costs incurred by the Parties to enforce the contract or to
resolve claims arising from the Project; and
• any other cost as specifically agreed to in writing by the Parties.
Notwithstanding the above, the following are examples of costs that will not be eligible for
reimbursement under this Agreement:
• financing costs / interest on any Party’s contribution;

• public art, enhanced landscaping and other non-standard forms of “beautification”, landscape
design;
• utility upgrading or new construction unless required to facilitate the Project;
• costs incurred after completion of construction (including operation, maintenance,
monitoring or rehabilitation of assets following completion of construction);
• G.S.T.
• actual costs of applications, permits/licences and approvals required for the Project by
participating RBRC partners;
• works undertaken concurrently by one or more of the Parties that are not part of the
Agreement or Project Scope;
• costs in excess of the stated maximum contributions unless agreed to and confirmed in
writing;
• costs of previous studies/ work not specified and agreed to by the Parties as a Project Cost;
• costs in which the Township will receive full recovery from other agencies that are not
RBRC Program Partners..
2904702.1 Page 3
(RBRC) Project
Project Budget
The Project Budget as of January 2009 is based on the Conceptual Design set out in Schedule
“B” and as more particularly described in the Project Scope described in Schedule “E” is
summarized below.
Description Estimated Cost

(millions)
Project Management $1,000,000
Project Development $_ 300,000 __
Engineering $_ 5,000,000 __
Property Acquisition $1,000,000 _
Construction – Overpass Structure $11,800,000__
Construction – All other $ 25,700,000 __
Management Reserve $_ 0 __
Contingency $ 6,200,000 ___
Total (Year 2008 dollars) $51,000,000.00
Funding Contributions and Payment of Project Costs
The agreed funding contributions for the Project are:
Agency Funding Contribution
TransLink $24,000,000
BC MoT $12,500,000
Township $9,300,000
Transport Canada* $3,100,000
Port Metro Vancouver $2,100,000
Total (200__ dollars) $51,000,000
* Note: Transport Canada will be advancing their funds through a separate contribution
agreement between Transport Canada and the Township.
2904702.1 Page 4
(RBRC) Project
Schedule “D”
Estimated Milestone Dates
Milestone Date
Project Agreement March 2009
Conceptual Design September 2008
Issuance of RFP April 2009
Award of Design-Build Contract September 2009
Commencement of Construction November 2009
Substantial Completion May2011
Total Completion Fall 2011
NOTE: Total Completion must not extend beyond March 2014 (termination of federal
funding.)
2904702.1 Page 1
(RBRC) Project
Schedule “E”
Project Scope
The Township will implement the Project including the Design and Construction of the Project,
the scope of which includes the following:
• new four-lane overpass, northeast of the existing Mufford Crescent crossing over the
railroad and Glover Road (an approximate overpass structure of 440 m with a
superstructure span of 220 m with shoulders on each side);
• new four-lane west approach road from Mufford Crescent (northwest of 62nd Avenue)
to the overpass along with two cul-de-sacs closing Mufford Crescent between existing
at-grade crossings of RBRC and the new approach road (including shoulders);
• closing of the access to Highway 10 from Mufford Crescent;
• new four-lane east approach road to connect the overpass with 216th Street at 64th
Avenue (including shoulders);
• new bridge over North Creek;
• intersection improvements at 64th Avenue, west of 216th Street including additional
east and westbound left turn lanes from the new road to 64th Avenue and rebuild of
64th Avenue at the intersection;
• intersection improvements at 64th Avenue and 216th Street including east and
westbound left turn lanes from 64th Avenue to 216th Street;
• two lane access road to farms approximately 650 m in length from Mufford Crescent,
under the overpass and along the railway;
• utility adjustments or relocations;
• land acquisition.
The Township will implement the Project in accordance with the following standards and
specifications:
Provincial Engineering Standards and Specifications
Provincial infrastructure (overpass and highway connections) to be designed and
constructed to BC MoT design and engineering standards and specifications as approved
by BC MoT South Coast Region.
Township Engineering Standards and Specifications

Municipal infrastructure to be designed and constructed to Township design and
engineering standards and specifications as approved by Township.
2904702.1 Page 1
ATTACHMENT D
OPEN HOUSE QUESTIIONNAIRE SUMMARY
1. Has this open house been helpful to you?
Yes No No Answer Total

169 17 17 203
82% 9% 9% 100%
2. After reviewing the presentation materials, do you think an overpass is required?
Possible responses Yes No No Answer Total
No. of Respondents 144 44 15 199

Results 72% 22% 6% 100%
3. If you said yes to question 2, which option best meets the needs of the Township of Langley?
Design Preliminary North South “Option Limit Hwy10/ Other No Total

Options Design Route Route J” Mufford to Answer
right in/out
No. of 39 9 9 78 11 22 27 195
Responses
Results 20% 5% 5% 40% 5% 11% 14% 100%
4. Which type of traffic control do you prefer at 216 Street?
Roundabout Traffic Signal No Preference No Answer Total

39 71 26 40 176
22% 40% 15% 23% 100%
5. Please state your preference for a community multi-use pathway:
Surface Gravel Asphalt Total

52 67 119
44% 56% 100%
Usage: Mixed/Ped/Bicycles/Equestrian Pedestrian Only Total

97 14 111
87% 13% 100%
Width 2 metres 3 metres 4 metres No Answer Opposed Total

37 47 21 54 8 167
22% 28% 13% 32% 5% 100%
6. Are you in favour of streetlights through the rural portion of the project?
Yes No No Answer Total

71 79 49 199
36% 40% 24% 100%
ATTACHMENT E

S3pm4 RBRC 64 Avenue Rail Overpass

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REPORT TO

MAYOR AND COUNCIL

PRESENTED: MARCH 2, 2009 - REGULAR MEETING REPORT: 09-26

That Council endorse the preliminary design; and further

1. Accommodate the capacity issues at the intersection at Highway 10/216/Crush Crescent

Public Open Houses:

After reviewing the presentation materials, do you think an overpass is required?

Possible responses Yes No No Answer Total

No. of Respondents 144 44 15 199

Design Preliminary North South “Option Limit Hwy10/ Other No Total

Public Input Meeting:

Stated preference In favour Opposed No Answer Total

Summary of findings from Public Consultation

1. Accommodate the capacity issues at the intersection at Highway 10/216/Crush Crescent

The table below indicates the contribution by individual agency.

Agency Funding Contribution

Government of Canada, Contribution Agreement (“GOC Agreement”)

Project Agreement, Roberts Bank Rail Corridor Program (“RBRC Agreement”)

The RBRC Agreement is a partnership agreement between the following agencies:

Key sections of the RBRC Agreement include the following:

• The Project is to be delivered as a design-build project;

ATTACHMENT A 64 AVENUE ROAD/RAIL OVERPASS SURVEY – FEB. 16, 2009

64th Avenue Road/Rail

Reasons For and Against the Overpass

Importance Of The Decision

• The poll covered the following:

• Overall, 64% of residents are aware of the

Perceived Importance of Overpass Decision

Reasons For Supporting Reasons For Opposing

It is a congested Will take up farmland 32

Provide Costs too much money 17

The over pass will improve safety by separating rail traffic

The overpass will improve traffic flow and reduce the

The overpass will assist to alleviate the congestion from

Agree Disagree Don't Know

The overpass is too large and uses too much farmland 31 48 21

The overpass will result in more rail traffic and noise

Agree Disagree Don't Know

Support Oppose No Opinion

Base 197 43* 158

Go Ahead Don’t Know 3 15 32

*Caution small base size Age

ASIA PACIFIC GATEWAY CORRIDOR INITIATIVE

RDIMS No. 2370671 version 5

CANADA – TOWNSHIP OF LANGLEY

RDIMS No. 2370671 version 5

CANADA – TOWNSHIP OF LANGLEY

11.3 Public Accounts ......................................................................................................... 19

RDIMS No. 2370671 version 5

CANADA – TOWNSHIP OF LANGLEY

20.1 Notice Deemed Given ............................................................................................... 30

RDIMS No. 2370671 version 5

CANADA – TOWNSHIP OF LANGLEY

ASIA PACIFIC GATEWAY CORRIDOR INITIATIVE

BETWEEN: HER MAJESTY IN RIGHT OF CANADA, represented by the Minister of

AND: THE TOWNSHIP OF LANGLEY a corporation legally incorporated under the

WHEREAS the Township of Langley is authorized to execute this Agreement;

RDIMS No. 2370671 version 5

CANADA – TOWNSHIP OF LANGLEY

“Agreement End Date” means March 31, 2012.

“Canada’s Contribution” means Canada’s contribution to Eligible Costs as described in

“Canada’s Original Contribution” means Canada’s Contribution to Eligible Costs for a

“Committee” means Management Committee established pursuant to section 8.

“Electronic Instruction for Payment” means an instruction for payment, issued