LICENCE AGREEMENT

BETWEEN:
VANCOUVER FRASER PORT AUTHORITY, a corporation established
pursuant to the Canada Marine Act, with a place of business at 100 The
Pointe, 999 Canada Place, Vancouver, B.C., V6C 3T4
(the Authority)
AND:
TLS Applicant Company Name, a body corporate, with a place of business
at TLS Applicant Company Address
(the Licensee)
WHEREAS:
A.
The Authority has established a truck licensing system, (TLS), in respect of trucking
companies, trucks, and drivers wishing to access and use the Authoritys roadways and lands for
the 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 complete
dispatch service, and have sufficient equipment at their ready disposal to efficiently and
competently provide services to the port community on a regular and on-going basis, (Full Service
Operators), may utilize appointment and reservation systems and protocols, (the Reservation
System), to gain access to port terminals;
C.
The Licensee is a Full Service Operator and has indicated a desire to provide portrelated container drayage services using its own Employees, (as defined in section 8.1(n), and
through companies and/or individuals that wish to provide said services, but do not meet the
definition of a Full Service Operator, (Independent Operators); and
D.
The Authority has agreed to grant to the Licensee a licence over the Authoritys
roadways and lands on the terms and conditions hereinafter contained.
NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties
hereto 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 a
non-exclusive licence to access, use, pass, and re-pass over the roadways and lands within the

Port of Vancouver and Fraserport which roadways and lands are located in Vancouver, North
Vancouver, Richmond, Surrey, New Westminster, and Delta, British Columbia and are within the
Authoritys jurisdiction and control (collectively, the Licence Area). It is understood and agreed
that the Licence Area is subject to change and may be amended by the Authority at any time and
from time to time forthwith upon notice being given to the Licensee as set out in section 12
herein.
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 of
containers into, within, and out of the Licence Area and for no other purpose whatsoever within
the 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 transportation
equipment 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 the
Truck 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 the
Insurance (Vehicle) Act of British Columbia or in accordance with comparable legislation of
another province or state.
Notwithstanding the foregoing, the Authority reserves the right at all times and from time to time, in
its 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 Authoritys 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 written
submission to the Authority with respect to the proposed suspension, modification, or
termination.
If the Authority decides to take such action after considering the submission of the Licensee, it will
give notice to the Licensee as set out in section 12 herein, such action to be effective on the date
set out in the notice.

4.2

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

urgent circumstance, including, but not limited to any circumstance that may adversely affect the
safety, 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 in
section 12 herein, such action to be effective on the date set out in the notice. Once the urgent
circumstance no longer exists, in the sole opinion of the Authority, the Authority will discontinue
the suspension.
4.3

If at any time during the Term the Authority wishes to replace this License Agreement with a new
standard form of licence agreement, the Authority may terminate this Licence Agreement without
complying with section 4.1(a) or (b) above by giving 30 days notice to the Licensee as set out in
section 12 herein.

4.4

The Licensee may terminate this Licence Agreement at any time with or without cause by giving
notice 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 same
nature 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 interest
with the Licensee under its licence agreement with the Authority shall be deemed to be a default by
the 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 all
issues related to the Licensees compliance with the requirement of this Licence Agreement to
pay Independent Operators of container trucks the minimum rate of remuneration as defined in
section 8(bb), (i), (ii), and (iii).

5.2

In this Licence Agreement, the person appointed is referred to as the Authoritys Appointee and
this reference includes the plural and the appointees delegate, contractor, agent and employee.

5.3

The process, referred to in this Licence Agreement as the process of investigation and dispute
resolution,
(a) may include any of the following: investigation, audit, negotiation, conciliation, mediation,
arbitration, report, conclusion, recommendation, or a determination with respect to payment of the
costs 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 the
submission of a complaint, inquiry or dispute to the Authoritys Appointee.

5.5

The Authoritys Appointee, at its sole discretion, may order an audit of the Licensee, the result of
which may start the process of investigation and dispute resolution.

5.6

The Authoritys Appointee may submit any or all of the information collected and/or results of the
process of investigation and dispute resolution to the Authority.

5.7

The Authority may post guidelines and procedures for the process of investigation and dispute
resolution from time to time on the Internet site of the Authority. In the event of a conflict between
any 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, after
considering any information submitted to the Authority by the Authoritys 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 hereby
granted based on the Authoritys costs of managing and administering this Licence Agreement and
its truck licensing system generally and in such event, the Licensee will pay all such charges (plus
any 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 in
respect of an Approved Vehicle that comes into or uses the Licence Area and the Licensee will pay
such fees (plus any applicable taxes) to the Authority forthwith upon demand.

7.0 Licence Information

7.1

It is the Licensees sole responsibility at all times and from time to time to provide the Authority with
any information required by the Authority in the latters sole and absolute discretion. Without limiting
the generality of the foregoing, the Licensee will provide complete, accurate, and up to date
information regarding the Licensee, every Approved Vehicle and every driver that the Licensee
employs 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 the
foregoing, the Licensee will provide to the Authority or authorize the Authority to be provided with a
copy of its current NSC Safety Certificate and, on request, its Carrier Profile as filed with the Ministry
of Transportation. On request, the Licensee will provide the Authority with NSC and/or I.C.B.C driver
abstracts and, if the Authority has, in its sole opinion, grounds of apprehension regarding the safety
status, history and/or operating practises of the Licensee, the Authority may require the Licensee to
provide it with the Licensees BC eID and access code. Provision of the access code shall be
deemed to be authorization by the Licensee for the Authority to access and review the Licensees
information stored within the NSC system.

7.3

In addition and without limiting the generality of the information required by the Authority in
section 7.1 and 7.2 above, upon submission of an application for a licence and, upon request, at
any time during the Term of this Licence Agreement, the Licensee will provide to the Authority or
to the Authoritys Appointee, the following:

(a)
corporate and company records of the Licensee, its subsidiaries, affiliates, successor
companies, 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 related
companies;
(c)
records of the Licensee, its subsidiaries, affiliates, successor companies, and related
companies that pertain to engagement and remuneration of contractors working in any capacity in
the container truck industry;
(d)
collective agreements signed by the Licensee, its subsidiaries, affiliates, successor
companies, and related companies that govern the Licensee and drivers of container trucks who
provide 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, invoice
number, 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 may
be a substitution for, a new corporate entity of, an assignee of the Licensee, or of which any
principal 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 Authoritys Appointee, the Licensee will provide the following information upon
submission 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 for
purposes of payment of the minimum rate of remuneration, (the Benchmark Collective
Agreement);
(b)
notification to the Authority or the Authoritys Appointee that the Licensee wishes to
change 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 minimum
rate 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 a
person, company, or entity that may be a substitution for, a new corporate entity of an assignee of
the 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 this
Licence Agreement, the licence application process, and the administrative process is gathered and
required for the purpose of enhancing safety, security, order, and operational efficiencies within the
Licence Area and those communities adjacent to the Licence Area, (the Purpose). In furtherance
of the Purpose, the Licensee acknowledges and agrees that the Authority and/or the Authoritys

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 terminal
operators, (collectively, Third Parties). The Licensee further acknowledges and agrees that the
Authority may disclose information regarding any breach of the terms of this Licence Agreement
and/or any proposed or actual suspension, modification, or termination of this Licence Agreement
to 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 Authoritys Appointee comparable
Licensee information, including, without limitation, information respecting the Licensees
operations and alleged or suspected activities that might constitute violations and/or breaches of
the terms of this Licence Agreement.
7.7

The Authority and the Authoritys Appointee may exercise entry and inspection powers similar to
those described in section 85 of the Employment Standards Act, RSBC 1996, c. 113, as those
powers pertain to records or information of the Licensee or under the Licensees custody or
power as described in this License Agreement.

7.8

Without limiting the scope of any other term contained in this Licence, the Authority may release
any 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 Authoritys Appointee and the Authoritys Appointee may release any personal or
corporate information obtained by the Authoritys 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 Licensees officers, Employees,
contractors and agents, with all requests of the Authority or the Authoritys Appointee with respect
to 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, including
answering all questions, and cooperating with any other procedure under the process of
investigation and dispute resolution;
(c)
that, in connection with the process of investigation and dispute resolution, it will bring and
produce all documents, writings, books, deeds, and papers, in written and electronic form, in the
Licensees possession, custody or power to the Authority and the Authoritys Appointee;
(d)
that, in connection with the process of investigation and dispute resolution, the Authority
may, at any time, request or obtain any information, including that described in section 5.3(a),
from the Authoritys Appointee or otherwise communicate with the Authoritys Appointee
regarding these matters;
(e)
that, in connection with the process of investigation and dispute resolution, the Authoritys
Appointee may, at any time, provide any information, including that described in section 5.3(a), to
the Authority or otherwise communicate with the Authority regarding these matters;

(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 with
subsections (a), (b), or (c) or as a result of the Authoritys consideration of any information that
the 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 and
the use and occupation thereof. In this regard, and without limitation, the Licensee will at all times
and 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 Marine
Transportation Security Act and Regulations, the AirCare On-Road Program (ACOR), and all
applicable 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 Authoritys opacity testing and procedures. Any Approved
Vehicle that fails to meet the emission standards or requirements of the ACOR, the Authority or
other applicable emission standards, may be denied access to the Licence Area;
(h)
To maintain at all times a satisfactory rating under the Licensees Canadian National Safety
Code (NSC) Safety Certificate or, if applicable, under the Licensees US DOT and, if at any time
during the Term the Licensee receives an unsatisfactory rating under any NSC program, or
equivalent, to advise the Authority forthwith and to cease any attempt to access the Licence Area
and terminal appointment systems;
(i)
to conduct its operations and provide container trucking services in a safe, secure and firstclass manner and to observe, abide by, and comply with all directions of the Authority in respect of
the Licensee, an Approved Vehicle or any driver or operator, whether an Employee or Independent
Operator 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 unauthorized
storage, treatment, generation, transportation, processing, handling, production, or disposal of any
hazardous or contaminated material or substance. The Licensee further covenants not to cause or
permit anything to be done within the Licence Area that results in contamination or environmental
damage to the Licence Area or any adjacent lands;
(l)
to ensure every Approved Vehicle is properly maintained and is in good condition and repair
and 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 Port
Pass and all necessary licences and authorizations to operate the Approved Vehicle and access the
Licence Area;

(n)
to clearly and accurately identify in the TLS, only trucks that are duly registered as owned or
leased by the Licensee, both legally and beneficially, (the operators of which are, for the purposes of
this Licence Agreement, hereby defined as Employees), and trucks that are not duly registered as
owned or leased by the Licensee, but are, nevertheless, providing drayage services within the
Licence Area under contract with or on behalf of the Licensee, (the operators of which, for the
purpose of this Licence Agreement, are included in the definition of Independent Operators);
(o)
to ensure that every Independent Operator the Licensee contracts with holds and
maintains a valid TLS Independent Operator Permit;
(p)
to co-operate in a timely way with all requests made by the Authority or the Authoritys
Appointee pursuant to this Licence Agreement, the Authoritys Letters Patent, the Canada Marine
Act, or regulations passed under that Act;
(q)
to ensure that every driver the Licensee employs or contracts with has and maintains a safe
driving record and adheres to and follows directions respecting designated truck routes and other
directional signs that apply to location or movement of an Approved Vehicle within the Licence Area.
Without limiting the generality of the foregoing, the Licensee will ensure that every driver cooperates
and complies fully with all directions of security and other personnel of the Authority. The Licensee
expressly acknowledges that in the event that any driver the Licensee employs or contracts with fails
to observe or perform any of the covenants, agreements, provisions or conditions contained herein,
that breach shall be deemed to be a breach committed by the Licensee;
(r)

to accept the Licence Area in its present condition and on an "as is" basis in all respects;

(s)
to indemnify and save the Authority harmless in respect of all actions, proceedings,
losses, damages, costs, claims, and liabilities, including without limitation claims against the
Authority by third parties and fees of solicitors and other professional advisors, and including,
without limitation, damage to property outside the Licence Area, arising out of or in any way
connected with:
(i)
any breach, violation, negligent performance, or non-performance of any
covenant, condition, or agreement in this Licence Agreement by the Licensee or any
person whom the Licensee is responsible for in law, including, without limitation, each
and every Employee and Independent Operator of the Licensee and every occupant
of an Approved Vehicle;
(ii)
any personal injury, death, or property damage occurring on or outside the
Licence Area or any loss or damage arising out of or in any way connected with the
Licensee's, or its agents, Employees' and Independent Operators use and
occupation of the Licence Area;
(iii)

the Licence Area not being suitable for use by the Licensee; and

(iv)
the transportation of any contaminated or hazardous material or substance
on, of or from the Licence Area by the Licensee, or by any agent, Employee,
Independent Operator, contractor, or any other party for whom the Licensee is
responsible in law;
(t)
not to make any use whatsoever of the Authoritys name, logo, or initials without the specific
written consent of the Authority;

(u)
to comply in all respects and at all times with any appointment or reservation protocols,
procedures, or systems, whether centralized or mandatory or otherwise, that may be established or
adopted by the Authority or any terminal operator at any container handling terminal within the
Licence Area;
(v)
to participate in and comply with all of the Authoritys programs and requirements respecting
the identification of tractors and other road transportation equipment, and the tracking, monitoring,
location and movement of an Approved Vehicle into, within, and out of the Licence Area;
(w)
without limiting the generality of subsection (v) above, at the Authoritys request, to install
radio frequency identification equipment in every Approved Vehicle, all at the sole cost and expense
of the Licensee;
(x)
to ensure that it does not undertake, use, employ or otherwise contract for local drayage with
drivers, trucks or companies, including, without limitation, the Licensee itself, that have been
declared in the TLS as offering exclusively long haul service;
(y)
to update the information required herein promptly and in a timely manner, should changes
occur, to ensure accuracy and currency of the Authoritys records;
(z)
to ensure that each driver or operator of an Approved Vehicle that is claimed by the
Licensee, whether employed by the Licensee or an Independent Operator, complies with all of the
Licensees covenants contained herein;
(aa)
to ensure that each driver or operator of an Approved Vehicle that is an Employee of the
Licensee, duly completes, executes and delivers to the Licensee a notification and consent
respecting the collection, use and disclosure of personal information, in the form attached hereto as
Schedule A;
(bb)
to abide by and comply with any applicable law, lawful order, direction, or enactment of any
lawful government authority respecting compensation standards payable to drivers, whether
Independent Operators or otherwise, for the delivery, pick-up or movement of containers into, within,
and out of the Licence Area, compliance with such standards, violations, or alleged violations of such
standards, and all applicable consequences, sanctions, (contractual and otherwise), penalties, and
remedies associated with violations or alleged violations of such standards, including, without
limitation, any direction to make restitution, including interest at the posted rate of the Bank of
Canada, plus 10%, on outstanding amounts and/or to pay reasonable, related costs. Without
limiting the generality of the foregoing, to ensure the remuneration for the delivery, pick-up or
movement of containers into, within or out of the Licence Area of every Independent Operator
claimed by the Licensee is in accordance with the following, which for purposes of this Licence
Agreement, is referred to as the minimum rate of remuneration:
(i)

the applicable rate of remuneration set out in a collective agreement that is binding
on the Independent Operator;

(ii)

in the absence of a collective agreement referred to in section (i), any applicable

law in respect of rates of remuneration; or

(iii)

in the absence of a collective agreement referred to in section (i) or a law referred

to in section (ii), a rate of remuneration that is at least equivalent to the applicable

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

renegotiated:
(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 the
Memorandum 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 in
the Province of British Columbia, the following policies of insurance:
(i)
comprehensive general liability insurance in a form acceptable to the Authority and
with 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 the
Licensee, protecting against damages arising from bodily injury (including death) and from
claims 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 of
the 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 of
cancellation or any change or amendment that may restrict coverage.
The Licensee will provide the Authority with satisfactory evidence of such insurance forthwith upon
demand;
(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 to
comply 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, or
proceeding of a judicial, quasi-judicial, or administrative nature against the Authoritys Appointee
that arises out of the performance of duties or responsibilities under the process of investigation
and 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 company
and driver education programs offered periodically by the Authority.

9.0 Authoritys Reservations

9.1

The Authority reserves the continuing right to use, occupy, and/or grant to third parties the right to
use 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 any
driver 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 of
the Licensee and/or its principals, and/or all sanctions imposed on the Licensee and/or its
principals, including, without limitation, letters of warning, directions to make restitution and/or pay
costs and/or interest, suspensions, modifications, and terminations of all agreements, either
current or historical, as made between the Authority, the Licensee, and/or principals of the
Licensee.

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

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 unlawful
labour 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, or
movement 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 apply
for a new licence for three (3) months subsequent to that termination.

12.0 Notice
12.1

It is each partys sole responsibility to provide and maintain an electronic mail (e-mail) address for
delivery and receipt of all notices in respect of this Licence Agreement. Any notice required or
permitted to be given hereunder will be deemed to be duly delivered for all purposes, upon
transmission to the e-mail address as provided by the other party. The Licensee waives the right to
expect or receive any other form of notice, including written notice. It is the Licensees responsibility
to 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 of
the Licence Area by the Licensee as herein contemplated may be sent to the electronic mail address
for delivery provided by the Licensee. However, the Licensee is required to regularly review the
TLS 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 by
any disruption or interference in the Authoritys electronic mail system.

12.3

The Authoritys electronic mail address is: tls@vfpa.ca.

12.4

The Licensees electronic mail address is as set out in the electronic licence application of the
Licensee.

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 the
Licensee, or anyone claiming through or under it, for any claim, whether in contract or in tort, or
based 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 consequential
damages.

13.2

Without limiting the generality of the foregoing, the Authority will have no liability whatsoever for any
claim 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 the
Licensee, under sections 5.0, 7.0, 8.0 or otherwise; or
(e)
any delays in relation to the Licensees ability to access or use the Licence Area under this
Licence Agreement.

14.0 Waiver
14.1

The failure of the Authority to insist upon the strict performance of any covenant or condition
contained in this Licence Agreement or to exercise any right under this Licence Agreement will
not be construed or operate as a waiver of the covenant or condition, and no waiver will be
inferred 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 to
15.8 survive the expiration of this Licence Agreement and any bankruptcy or insolvency on the part
of the Licensee.

15.2

The Licensee acknowledges that there have been no representations, warranties, or covenants
made by the Authority in any manner whatsoever other than as provided herein, and without
restricting the generality of the foregoing, there is no representation or warranty by the Authority
as 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 the
Licensees risk and expense and the Licensee will, on demand, compensate the Authority for all
costs 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 where
said 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 British
Columbia and the laws of Canada applicable therein.

15.7

The Licensee will not be entitled under any circumstances to transfer, assign, mortgage or
otherwise dispose of this Licence Agreement or any of the rights and privileges granted herein,
and any such action may, at the Authoritys sole option, result in an immediate suspension or
termination of the Licence Agreement. For purposes of this Section, a Change in Control of a
body 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 the
identity of the person or persons exercising, or who might exercise, effective control of such
corporation or partnership.

15.8

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

15.9

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

contained herein will be deemed to have been accepted by the Licensee and will form a binding
agreement 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 licence
agreement with the Vancouver Fraser Port Authority, (the Authority), respecting certain drayage
services, (the Licence);
(B) In order to apply for, and during the term of the Licence, the Licensee is required to provide
certain information, including personal information respecting companies, vehicles and vehicle
operators and the activities of same to the Authority and/or the Authoritys Appointee, (the Required
Information), for the purpose of enhancing security, order, and operational efficiencies within the
Licence 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 Authoritys Appointee
as requested;
(B) that the Licensee may disclose any or all of the Required Information that may contain my
personal information to the Authority and/or to the Authoritys Appointee and/or to third parties,
including law enforcement, government, and regulatory agencies, other licensees, and terminal
operators, (collectively, Third Parties);
(C) that the Authority and/or the Authoritys Appointee may disclose the Required Information and
any information regarding any breach of the terms of the Licence and/or any proposed or actual
suspension, modification, or termination of the Licence to Third Parties; and
(D) that Third Parties may share with the Authority and/or with the Authoritys Appointee
comparable 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 of
the Licence.
Dated this ___ day of ____________, 20__
SIGNED & DELIVERED in the presence of:

Witness Name (Please print)

Witness Occupation

)
)
)
)
)
)
)
)
)
)

Signature of Consenting Party

Witness Signature

)
)