port metro vancouver fso license agreement

8/9/2019 Port Metro Vancouver Fso License Agreement

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LICENCE AGREEMENT

BETWEEN:

VANCOUVER FRASER PORT AUTHORITY, a corporation establishedpursuant to the Canada Marine Act , with a place of business at 100 ThePointe, 999 Canada Place, Vancouver, B.C., V6C 3T4

(the “Authority”)

AND:

TLS Applicant Company Name, a body corporate, with a place of businessat TLS Applicant Company Address

(the “Licensee”)

WHEREAS:

A. The Authority has established a truck licensing system, (“TLS”), in respect of truckingcompanies, trucks, and drivers wishing to access and use the Authority’s roadways and lands forthe delivery, pick-up, and movement of containers;

B. Pursuant to the TLS, only drayage companies that enjoy direct relationships with

cargo interests, (shippers, consignees, shipping companies and their agents), provide a completedispatch service, and have sufficient equipment at their ready disposal to efficiently andcompetently provide services to the port community on a regular and on-going basis, (“Full ServiceOperators”), may utilize appointment and reservation systems and protocols, (the “ReservationSystem”), to gain access to port terminals;

C. The Licensee is a Full Service Operator and has indicated a desire to provide port-related container drayage services using its own Employees, (as defined in section 8.1(n), andthrough companies and/or individuals that wish to provide said services, but do not meet thedefinition of a Full Service Operator, (“Independent Operators”); and

D. The Authority has agreed to grant to the Licensee a licence over the Authority’s

roadways and lands on the terms and conditions hereinafter contained.

NOW THEREFORE, in consideration of the mutual agreements contained herein, the partieshereto covenant and agree as follows:

1.0 Grant

1.1 Subject to the terms of this Licence Agreement, the Authority hereby grants to the Licensee anon-exclusive licence to access, use, pass, and re-pass over the roadways and lands within the


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Port of Vancouver and Fraserport which roadways and lands are located in Vancouver, NorthVancouver, Richmond, Surrey, New Westminster, and Delta, British Columbia and are within the

Authority’s jurisdiction and control (collectively, the “Licence Area”). It is understood and agreedthat the Licence Area is subject to change and may be amended by the Authority at any time andfrom time to time forthwith upon notice being given to the Licensee as set out in section 12herein.

2.0 Term

2.1 The licence herein granted will commence and expire on the dates set out in the notice from the Authority to the Licensee accepting the electronic licence application of the Licensee, (the“Term”), subject to early termination as set out herein.

3.0 Purpose

3.1 The Licensee will use only Approved Vehicles, for the delivery, pick up, or movement ofcontainers into, within, and out of the Licence Area and for no other purpose whatsoever withinthe Licence Area. During the Term, only Approved Vehicles may operate within the Licence

Area. In this Licence Agreement, “Approved Vehicle” means a tractor or other road transportationequipment that meets all of the requirements of this Licence, including being properly and duly:

(a) described and identified in advance and in writing by the Licensee to the Authority at theTruck Licencing System, (“TLS”) web portal at www.pacificgatewayportal.com/TLSportal; and

(b) registered and insured in accordance with the Motor Vehicle Act of British Columbia and theInsurance (Vehicle) Act of British Columbia or in accordance with comparable legislation ofanother province or state.

Notwithstanding the foregoing, the Authority reserves the right at all times and from time to time, inits sole discretion, to determine if any tractor or other road transportation equipment is an Approved

Vehicle for the purpose of this Licence Agreement, which determination may be made arbitrarily.The Authority’s decision in this regard will be final and binding on the Licensee.

4.0 Early Termination, Modification, or Suspension

4.1 The Authority may suspend, modify, or terminate this Licence Agreement with or without cause if,before making such a decision, it:

(a) informs the Licensee in writing of the proposed suspension, modification, or termination,and the reasons therefor; and

(b) gives the Licensee at least fourteen calendar days within which to deliver a writtensubmission to the Authority with respect to the proposed suspension, modification, ortermination.

If the Authority decides to take such action after considering the submission of the Licensee, it willgive notice to the Licensee as set out in section 12 herein, such action to be effective on the dateset out in the notice.

4.2 The Authority may suspend this Licence Agreement in its sole discretion, with or without causeand without complying with section 4.1 (a) or (b) above, if the reason for such action relates to an


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urgent circumstance, including, but not limited to any circumstance that may adversely affect thesafety, security, good order or environmental condition of persons or property within the Licence

Area. If the Authority decides to take such action, it will give notice to the Licensee as set out insection 12 herein, such action to be effective on the date set out in the notice. Once the urgentcircumstance no longer exists, in the sole opinion of the Authority, the Authority will discontinuethe suspension.

4.3 If at any time during the Term the Authority wishes to replace this License Agreement with a newstandard form of licence agreement, the Authority may terminate this Licence Agreement withoutcomplying with section 4.1(a) or (b) above by giving 30 days notice to the Licensee as set out insection 12 herein.

4.4 The Licensee may terminate this Licence Agreement at any time with or without cause by givingnotice to the Authority as set out in section 12 herein.

4.5 Any default by the Licensee under this Licence Agreement shall constitute a default of the samenature and amount by the Licensee under any other licence between the Licensee and the Authority,and any default by the Licensee under any other licence between the Licensee and the Authority

shall constitute a default of the same nature and amount by the Licensee under this Licence.

4.6 Any default by any person, corporation or other legal entity that shares a common controlling interestwith the Licensee under its licence agreement with the Authority shall be deemed to be a default bythe Licensee under this Licence Agreement and a default by the Licensee under this Licence

Agreement shall be deemed to be a default under the licence agreements held by any person,corporation or other legal entity that shares a common controlling interest with the Licensee.

5.0 Investigation and Dispute Resolution

5.1 The Authority may appoint a person to conduct a process, as described in section 5.3, for allissues related to the Licensee’s compliance with the requirement of this Licence Agreement to

pay Independent Operators of container trucks the minimum rate of remuneration as defined insection 8(bb), (i), (ii), and (iii).

5.2 In this Licence Agreement, the person appointed is referred to as the “Authority’s Appointee” andthis reference includes the plural and the appointee’s delegate, contractor, agent and employee.

5.3 The process, referred to in this Licence Agreement as the “process of investigation and disputeresolution”,

(a) may include any of the following: investigation, audit, negotiation, conciliation, mediation,arbitration, report, conclusion, recommendation, or a determination with respect to payment of thecosts of this process; and

(b) will be an expedited process.

5.4 Any person or entity may commence the process of investigation and dispute resolution by thesubmission of a complaint, inquiry or dispute to the Authority’s Appointee.

5.5 The Authority’s Appointee, at its sole discretion, may order an audit of the Licensee, the result ofwhich may start the process of investigation and dispute resolution.


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5.6 The Authority’s Appointee may submit any or all of the information collected and/or results of theprocess of investigation and dispute resolution to the Authority.

5.7 The Authority may post guidelines and procedures for the process of investigation and disputeresolution from time to time on the Internet site of the Authority. In the event of a conflict betweenany information posted on the Internet site of the Authority and the terms of this Licence, then the

terms of this Licence shall prevail.

5.8 In addition, and without limiting the generality of any other section in this Licence Agreement, the Authority may take the actions set out in section 4.1 or, where applicable, section 4.2, afterconsidering any information submitted to the Authority by the Authority’s Appointee.

6.0 Licence Charges

6.1 The Licensee will be entitled to use the Licence Area as herein contemplated free of charge.

6.2 Notwithstanding section 6.1 above, the Authority reserves the right, at any time upon giving notice to

the Licensee as set out in section 12 herein, to charge the Licensee a fee for the licence herebygranted based on the Authority’s costs of managing and administering this Licence Agreement andits truck licensing system generally and in such event, the Licensee will pay all such charges (plusany applicable taxes) to the Authority forthwith upon demand.

6.3 The Authority reserves the further right to set fees in accordance with the Canada Marine Act inrespect of an Approved Vehicle that comes into or uses the Licence Area and the Licensee will paysuch fees (plus any applicable taxes) to the Authority forthwith upon demand.

7.0 Licence Information

7.1 It is the Licensee’s sole responsibility at all times and from time to time to provide the Authority with

any information required by the Authority in the latter’s sole and absolute discretion. Without limitingthe generality of the foregoing, the Licensee will provide complete, accurate, and up to dateinformation regarding the Licensee, every Approved Vehicle and every driver that the Licenseeemploys or contracts with for the purpose of this Licence Agreement and the licence hereby granted.

7.2 In addition to the information required in section 7.1 above, and without limiting the generality of theforegoing, the Licensee will provide to the Authority or authorize the Authority to be provided with acopy of its current NSC Safety Certificate and, on request, its Carrier Profile as filed with the Ministryof Transportation. On request, the Licensee will provide the Authority with NSC and/or I.C.B.C driverabstracts and, if the Authority has, in its sole opinion, grounds of apprehension regarding the safetystatus, history and/or operating practises of the Licensee, the Authority may require the Licensee toprovide it with the Licensee’s BC eID and access code. Provision of the access code shall bedeemed to be authorization by the Licensee for the Authority to access and review the Licensee’sinformation stored within the NSC system.

7.3 In addition and without limiting the generality of the information required by the Authority insection 7.1 and 7.2 above, upon submission of an application for a licence and, upon request, atany time during the Term of this Licence Agreement, the Licensee will provide to the Authority orto the Authority’s Appointee, the following:


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(a) corporate and company records of the Licensee, its subsidiaries, affiliates, successorcompanies, and related companies;

(b) payroll records, as defined and required by section 28 of the Employment Standards Act ,RSBC 1996, c. 113, of the Licensee, its subsidiaries, affiliates, successor companies, and relatedcompanies;

(c) records of the Licensee, its subsidiaries, affiliates, successor companies, and relatedcompanies that pertain to engagement and remuneration of contractors working in any capacity inthe container truck industry;

(d) collective agreements signed by the Licensee, its subsidiaries, affiliates, successorcompanies, and related companies that govern the Licensee and drivers of container trucks whoprovide services within the Licence Area;

(e) confirmation that the Licensee retains:

(i) all payroll records required by applicable law; and

(ii) records of remuneration of contractors, as described in section 7.3(c), that contain,at a minimum, the following information on a per trip basis: origin, destination, invoicenumber, container number, whether delivery or return, revenue, and net pay; and

(f) records described in subsections (a) to (d) related to a person, company or entity that maybe a substitution for, a new corporate entity of, an assignee of the Licensee, or of which anyprincipal of the Licensee may be the controlling mind.

7.4 In addition, and without limiting the generality of all other information that may be required by the Authority or the Authority’s Appointee, the Licensee will provide the following information uponsubmission of an application for a licence and at any time during the term of this Licence

Agreement:

(a) the identity of the collective agreement that the Licensee uses as a benchmark forpurposes of payment of the minimum rate of remuneration, (the “Benchmark Collective

Agreement”);

(b) notification to the Authority or the Authority’s Appointee that the Licensee wishes tochange the collective agreement to be used as the Benchmark Collective Agreement; and

(c) a record of any claim made against the Licensee regarding non-payment of the minimumrate of remuneration and proof that the Licensee has resolved that claim.

7.5 The obligation set out in section 7.4(c) includes a record and payment of a claim made against aperson, company, or entity that may be a substitution for, a new corporate entity of an assignee ofthe Licensee, or of any principal of the Licensee, or of which any principal is the controlling mind.

7.6 The Licensee hereby acknowledges and agrees that the information provided pursuant to thisLicence Agreement, the licence application process, and the administrative process is gathered andrequired for the purpose of enhancing safety, security, order, and operational efficiencies within theLicence Area and those communities adjacent to the Licence Area, (the “Purpose”). In furtheranceof the Purpose, the Licensee acknowledges and agrees that the Authority and/or the Authority’s


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Appointee may disclose any or all of the information provided by the Licensee to third parties,including law enforcement, government, and regulatory agencies, other licensees, and terminaloperators, (collectively, “Third Parties”). The Licensee further acknowledges and agrees that the

Authority may disclose information regarding any breach of the terms of this Licence Agreementand/or any proposed or actual suspension, modification, or termination of this Licence Agreementto the Third Parties. In the furtherance of the Purpose, the Licensee further acknowledges that

the Third Parties may share with the Authority and/or the Authority’s Appointee comparableLicensee information, including, without limitation, information respecting the Licensee’soperations and alleged or suspected activities that might constitute violations and/or breaches ofthe terms of this Licence Agreement.

7.7 The Authority and the Authority’s Appointee may exercise entry and inspection powers similar tothose described in section 85 of the Employment Standards Act , RSBC 1996, c. 113, as thosepowers pertain to records or information of the Licensee or under the Licensee’s custody orpower as described in this License Agreement.

7.8 Without limiting the scope of any other term contained in this Licence, the Authority may releaseany personal or corporate information obtained by the Authority pursuant to its powers under this

Licence Agreement, its Letters Patent, the Canada Marine Act or regulations passed under that Act to the Authority’s Appointee and the Authority’s Appointee may release any personal orcorporate information obtained by the Authority’s Appointee under this Licence Agreement to the

Authority.

8.0 Licensee Covenants

8.1 The Licensee covenants and agrees with the Authority:

(a) that it will be subject to and bound by the process of investigation and dispute resolution;

(b) that it will comply, and ensure the compliance of the Licensee’s officers, Employees,

contractors and agents, with all requests of the Authority or the Authority’s Appointee with respectto provision of information, attendance at meetings at such time and place as may be directed,attendance at conferences or hearings, participation in interviews and inquiries, includinganswering all questions, and cooperating with any other procedure under the process ofinvestigation and dispute resolution;

(c) that, in connection with the process of investigation and dispute resolution, it will bring andproduce all documents, writings, books, deeds, and papers, in written and electronic form, in theLicensee’s possession, custody or power to the Authority and the Authority’s Appointee;

(d) that, in connection with the process of investigation and dispute resolution, the Authoritymay, at any time, request or obtain any information, including that described in section 5.3(a),from the Authority’s Appointee or otherwise communicate with the Authority’s Appointeeregarding these matters;

(e) that, in connection with the process of investigation and dispute r esolution, the Authority’s Appointee may, at any time, provide any information, including that described in section 5.3(a), tothe Authority or otherwise communicate with the Authority regarding these matters;


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(f) that, in addition to, and without limiting the generality of any other powers of the Authority,the Authority may take the actions set out in section 4 if the Licensee fails to comply withsubsections (a), (b), or (c) or as a result of the Authority’s consideration of any information thatthe Authority receives pursuant to subsections (d) or (e);

(g) to observe, abide by, and comply with all statutes, laws, by-laws, orders, directions,

ordinances, rules, and regulations of any lawful governmental authority which apply to the Licensee,its operations, and its Approved Vehicles or which in any way affect or apply to the Licence Area andthe use and occupation thereof. In this regard, and without limitation, the Licensee will at all timesand in all respects comply with and abide by all applicable labour, environmental, and safety laws,by-laws, rules, and regulations including the Canadian Environmental Protection Act , the MarineTransportation Security Act and Regulations, the AirCare On-Road Program (“ACOR”), and allapplicable air quality and particulate emission standards or requirements that apply to the Licence

Area and/or an Approved Vehicle. The Licensee will submit any proposed Approved Vehicle for ACOR testing and procedures and the Authority’s opacity testing and procedures. Any ApprovedVehicle that fails to meet the emission standards or requirements of the ACOR, the Authority orother applicable emission standards, may be denied access to the Licence Area;

(h) To maintain at all times a “satisfactory” rating under the Licensee’s Canadian National SafetyCode (“NSC”) Safety Certificate or, if applicable, under the Licensee’s US DOT and, if at any timeduring the Term the Licensee receives an “unsatisfactory” rating under any NSC program, orequivalent, to advise the Authority forthwith and to cease any attempt to access the Licence Areaand terminal appointment systems;

(i) to conduct its operations and provide container trucking services in a safe, secure and first-class manner and to observe, abide by, and comply with all directions of the Authority in respect ofthe Licensee, an Approved Vehicle or any driver or operator, whether an Employee or IndependentOperator of the Licensee;

(j) to ensure that its drivers, whether Employees or Independent Operators, do not use engine

brakes within the Licence Area, save and except for in an emergency;

(k) not to cause or permit the Licence Area or any part thereof to be used for the unauthorizedstorage, treatment, generation, transportation, processing, handling, production, or disposal of anyhazardous or contaminated material or substance. The Licensee further covenants not to cause orpermit anything to be done within the Licence Area that results in contamination or environmentaldamage to the Licence Area or any adjacent lands;

(l) to ensure every Approved Vehicle is properly maintained and is in good condition and repairand meets all applicable vehicle safety, maintenance, and operational standards and requirements,including the NSC, the Motor Vehicle Act , and all applicable rules and regulations;

(m) to ensure that every driver and every occupant of every Approved Vehicle has a valid PortPass and all necessary licences and authorizations to operate the Approved Vehicle and access theLicence Area;


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rate set out in a collective agreement, as amended from time to time, orrenegotiated:

(1) that is binding on any other Independent Operator of a tractor;

(2) that is posted on the Internet site of the Authority; and

(3) whose applicable rate of remuneration is no less than that set out in theMemorandum of Agreement between Trucking Companies (Owners/Brokers)and the Vancouver Container Truckers’ Association dated July 29, 2005;

(cc) to maintain with one or more companies duly authorized to carry on business of insurance inthe Province of British Columbia, the following policies of insurance:

(i) comprehensive general liability insurance in a form acceptable to the Authority andwith a minimum amount per occurrence of no less than $2,000,000, covering personal injury,bodily injury (including death), and property damage;

(ii) automobile liability insurance on all vehicles used directly or indirectly by theLicensee, protecting against damages arising from bodily injury (including death) and fromclaims of property damage, in an amount of not less than $2,000,000; and

(iii) such other insurance as the Authority may reasonably require from time to time.

The foregoing insurance policies will:

(i) be primary and not require the sharing of any loss by the Authority or by an insurer ofthe Authority;

(ii) name the Authority and Her Majesty the Queen in Right of Canada as additional

insureds with cross liability and severability of interest clauses;

(iii) include a waiver of subrogation clause; and

(iv) be endorsed to provide the Authority with 30 days advance written notice ofcancellation or any change or amendment that may restrict coverage.

The Licensee will provide the Authority with satisfactory evidence of such insurance forthwith upondemand;

(dd) In addition, and without limiting the generality of any other section in this Licence Agreement, the Authority may take the actions set out in section 4.1 if the Licensee fails tocomply with, or breaches any requirement of this Licence Agreement;

(ee) to waive the initiation of, pursuit of, or participation in any claim, suit, action, petition, orproceeding of a judicial, quasi- judicial, or administrative nature against the Authority’s Appointeethat arises out of the performance of duties or responsibilities under the process of investigationand dispute resolution, the interpretation of that process, or any other related issues; and

(ff) to participate and to ensure the participation of its employees and contractors in companyand driver education programs offered periodically by the Authority.


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9.0 Authority’s Reservations

9.1 The Authority reserves the continuing right to use, occupy, and/or grant to third parties the right touse and/or occupy the Licence Area from time to time, in common with the Licensee.

9.2 Notwithstanding the grant of licence herein, the Authority reserves the continuing right in its sole

discretion at any time and from time to time to deny the Licensee, any Approved Vehicle or anydriver or operator, Employee, Independent Operator or otherwise, access to the Licence Area.

9.3 In deliberations regarding the Licensee, the Authority reserves the right to consider all conduct ofthe Licensee and/or its principals, and/or all sanctions imposed on the Licensee and/or itsprincipals, including, without limitation, letters of warning, directions to make restitution and/or paycosts and/or interest, suspensions, modifications, and terminations of all agreements, eithercurrent or historical, as made between the Authority, the Licensee, and/or principals of theLicensee.

9.4 For the purposes of giving notice of or imposing the sanctions referred to in paragraph 9.3, the Authority may act during the term of this Licence or during the term of any subsequent licence

held by the Licensee with respect any conduct of the Licensee under this Licence or a previouslicence. Notices or sanctions given or imposed by the Authority under a previous licence held bythe Licensee will continue to have full force and effect under this Licence so that any notice ofsanction or sanction issued under the previous licence will continue to run and to apply under thisLicence.

10.0 Labour or Other Dispute

10.1 Notwithstanding subsection 4.1 it is acknowledged and agreed to by the parties that this Licence Agreement will immediately terminate in the event of

(a) any labour dispute, including a lawful or unlawful strike, lockout, picketing, leafleting,blockading, or tortious activity, exercise of non-affiliation rights or any other lawful or unlawfullabour dispute; or

(b) any other lawful or unlawful dispute, protest, demonstration, or other disruptive activity

directly or indirectly involving either the Authority or the Licensee that adversely affects the Licence Area, the Authority, or any of its activities or operations.

11.0 Inactivity

11.1 Notwithstanding subsection 4.1 it is acknowledged and agreed to by the parties that this Licence

Agreement will immediately terminate if the Licensee has not engaged in the delivery, pick up, ormovement of containers into, within, or out of the Licence Area for a period of 90 (ninety)consecutive calendar days. This section does not apply if the Licensee is a long haul carrier.

11.2 If this Licence is terminated due to inactivity pursuant to subsection 11.1, the Licensee may not applyfor a new licence for three (3) months subsequent to that termination.


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12.0 Notice

12.1 It is each party’s sole responsibility to provide and maintain an electronic mail (e-mail) address fordelivery and receipt of all notices in respect of this Licence Agreement. Any notice required orpermitted to be given hereunder will be deemed to be duly delivered for all purposes, upontransmission to the e-mail address as provided by the other party. The Licensee waives the right toexpect or receive any other form of notice, including written notice. It is the Licensee’s responsibilityto check the electronic mail address listed in section 12.3 for notices relating to this Licence

Agreement. Notice of any order, direction, rule, and/or regulation to the Licensee affecting the use ofthe Licence Area by the Licensee as herein contemplated may be sent to the electronic mail addressfor delivery provided by the Licensee. However, the Licensee is required to regularly review theTLS portal at www.pacificgatewayportal.com/tlsportal, to ensure receipt of current information.

12.2 The Licensee hereby waives any claim for costs or damages that may be occasioned or caused byany disruption or interference in the Authority’s electronic mail system.

12.3 The Authority’s electronic mail address is: [email protected].

12.4 The Licensee’s electronic mail address is as set out in the electronic licence application of theLicensee.

13.0 Exclusion of Liability of Authority

13.1 Notwithstanding any other provision in this Licence Agreement, and notwithstanding any statements,representations, agreements or conduct to the contrary, in no event will the Authority be liable to theLicensee, or anyone claiming through or under it, for any claim, whether in contract or in tort, orbased on any other theory of law whatsoever, arising from or connected in any way with this Licence

Agreement, including, without limitation, any claim for loss of profits, indirect costs or consequentialdamages.

13.2 Without limiting the generality of the foregoing, the Authority will have no liability whatsoever for anyclaim arising from or connected in any way with:

(a) any step taken by the Authority in furtherance of any of its rights under this Agreement;

(b) the exercise of its discretion under any provision of this Agreement;

(c) any termination, modification or suspension of this Agreement under sections 4.0, 10.0, 11.0,or otherwise;

(d) the disclosure or release of any information by the Authority related to or provided by theLicensee, under sections 5.0, 7.0, 8.0 or otherwise; or

(e) any delays in relation to the Licensee’s ability to access or use the Licence Area under thisLicence Agreement.

http://www.pacificgatewayportal.com/tlsportalhttp://www.pacificgatewayportal.com/tlsportalhttp://www.pacificgatewayportal.com/tlsportalhttp://www.pacificgatewayportal.com/tlsportal


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14.0 Waiver

14.1 The failure of the Authority to insist upon the strict performance of any covenant or conditioncontained in this Licence Agreement or to exercise any right under this Licence Agreement willnot be construed or operate as a waiver of the covenant or condition, and no waiver will beinferred from or implied by anything done or omitted to be done by the Authority.

15.0 Miscellaneous

15.1 Sections 4.0, 5.0, 7.0, 8.1(a) to (g), 8.1(p), 8.1(s) to (t), 8.1(bb), 8.1(ee), 12.0, 13.0, 15.3, and 15.6 to15.8 survive the expiration of this Licence Agreement and any bankruptcy or insolvency on the partof the Licensee.

15.2 The Licensee acknowledges that there have been no representations, warranties, or covenantsmade by the Authority in any manner whatsoever other than as provided herein, and withoutrestricting the generality of the foregoing, there is no representation or warranty by the Authorityas to the validity of its title to the Licence Area and there is no obligation on the Authority to pave,maintain, or otherwise improve the Licence Area or ready it in any manner for use and occupation

by the Licensee and/or the parties for whom the Licensee is responsible at law.

15.3 Upon the termination of this Licence Agreement, the Authority may, without notice, remove any Approved Vehicle or unauthorized vehicles and/or equipment on the Licence Area at theLicensee’s risk and expense and the Licensee will, on demand, compensate the Authority for allcosts incurred by the Authority in connection with such removal.

15.4 Time is of the essence.

15.5 Except as set out herein, this Licence Agreement may not be amended, save and except wheresaid amendment is expressly acknowledged in writing by both parties.

15.6 This Licence Agreement will be governed in all respects by the laws of the province of BritishColumbia and the laws of Canada applicable therein.

15.7 The Licensee will not be entitled under any circumstances to transfer, assign, mortgage orotherwise dispose of this Licence Agreement or any of the rights and privileges granted herein,and any such action may, at the Authority’s sole option, result in an immediate suspension ortermination of the Licence Agreement. For purposes of this Section, a Change in Control of abody corporate or a partnership will be deemed to be an assignment of this Licence Agreement."Change in Control" means the transfer by sale, assignment, transmission on death, mortgage,trust, or otherwise of any shares, voting rights, or interest which will result in a change of theidentity of the person or persons exercising, or who might exercise, effective control of suchcorporation or partnership.

15.8 Each of the provisions contained in this Licence Agreement is distinct and severable from theothers and a determination of illegality, invalidity, or unenforceability of any such provision or parthereof by a court of competent jurisdiction will not affect the validity or enforceability of any otherprovision hereof.

15.9 Upon delivery of an electronic notice from the Authority to the Licensee accepting the electroniclicence application of the Licensee, this Licence Agreement and all of the terms and conditions


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contained herein will be deemed to have been accepted by the Licensee and will form a bindingagreement between Authority and the Licensee.

SCHEDULE “A”

CONSENT TO DISCLOSE

1. I, ______________________ (please print clearly) hereby acknowledge that:

(A) __________________________________, (the “Licensee”) has entered into a licenceagreement with the Vancouver Fraser Port Authority, (the “Authority”), respecting certain drayageservices, (the “Licence”);

(B) In order to apply for, and during the term of the Licence, the Licensee is required to providecertain information, including personal information respecting companies, vehicles and vehicleoperators and the activities of same to the Authority and/or the Authority’s Appointee, (the “Required

Information”), for the purpose of enhancing security, order, and operational efficiencies within theLicence Area and those communities adjacent to the Licence Area, (the “Purpose”).

2. In furtherance of the Purpose, I hereby acknowledge, consent and agree:

(A) to provide the Required Information to the Licensee or the Authority or the Authority’s Appointeeas requested;

(B) that the Licensee may disclose any or all of the Required Information that may contain mypersonal information to the Authority and/or to the Authority’s Appointee and/or to third parties,including law enforcement, government, and regulatory agencies, other licensees, and terminaloperators, (collectively, “Third Parties”);

(C) that the Author ity and/or the Authority’s Appointee may disclose the Required Information andany information regarding any breach of the terms of the Licence and/or any proposed or actualsuspension, modification, or termination of the Licence to Third Parties; and

(D) that Third Parties may share with the Authority and/or with the Authority’s Appointeecomparable information about me or my vehicles and companies, including, without limitation,information respecting my activities and/or operations and alleged or suspected activities,(including personal information), that might constitute violations and/or breaches of the terms ofthe Licence.

Dated this ___ day of ____________, 20__ )

SIGNED & DELIVERED in the presence of:

Witness Name (Please print)

)

)))))

Witness Occupation

))) Signature of Consenting Party


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Witness Signature

))

port metro vancouver fso license agreement

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