City of Delta COUNCIL REPORT Regular Meeting. Insurance Corporation of British Columbia Cost-Share Funding

Transcription

1 City of Delta COUNCIL REPORT Regular Meeting F.OB To: Mayor and Council File No.: /GRNTS From: Engineering Department Date: November 3,2017 Insurance Corporation of British Columbia Cost-Share Funding The following report has been reviewed and endorsed by the City Manager. RECOMMENDATION: THAT the Mayor and City Clerk be authorized to sign all documents related to the Insurance Corporation of British Columbia cost-share funding PURPOSE: The purpose of this report is to provide an update to Council regarding the Insurance Corporation of British Columbia cost-share funding for thirteen road, traffic signal and crosswalk improvement projects (). BACKGROUND: Each year, the Insurance Corporation of British Columbia's Road Improvement Program provides cost-share funding for capital projects that have a potential to reduce vehicle crashes and insurance claim costs. DISCUSSION: The 2017 Capital Plan projects which have received approval for the Insurance Corporation of British Columbia's cost-share funding under its 2017 Road Improvement Program are shown in Table 1, below. This additional funding was not anticipated during the project planning/design stage, and will be used to offset the original municipal contributions for these projects.

2 Page 2 of 3 Insurance Corporation of British Columbia Cost-Share Funding /GRNTS November 3, 2017 TABLE 1 - INSURANCE CORPORATION OF BRITISH COLUMBIA COST-SHARE FUNDING Project Location ICBC Contribution Road widening Crescent Drive (57 Street to 59A Street) $4,000 Dawson Crescent (114 Street to 96 Avenue) Road widening & 96 Avenue (Dawson Crescent to 114 $3,000 Street) Road widening 118 Street (92 Avenue to 96 Avenue) $5,000 Road widening 10A Avenue (51 Street to Bayview Drive) 12,000 Road widening 47 Avenue (Garry Street to 51 Street) $10,000 Traffic Safety Nordel Way 1112 Street (anti-skid overlay) $54,000 Pedestrian safety improvements Pedestrian safety improvements Pedestrian safety improvements Pedestrian safety improvements Pedestrian safety improvements Pedestrian safety improvements Traffic flow improvements 112 Street 186 Avenue (upgraded crosswalk) 12 Avenue 1 Cliff Drive (upgraded crosswalk) 12 Avenue 150B Street (upgraded crosswalk) 112 Street 182 Avenue (upgraded to full signal) 116 Street 190 Avenue (upgraded pedestrian signal) 120 Street 162 Avenue (upgraded to a pedestrian signal) $7,000 $3,000 $3,000 $94,500 $54,000 $17, Street 116 Avenue (left turn signal) $5,000 TOTAL $270,000 Implications: Financial Implications - An amount of $270,000 of the Road Improvement Program fundjng has been committed by the Insurance Corporation of British Columbia to these projects. CONCLUSION: Each year under the Road Improvement Program, the Insurance Corporation of British Columbia provides cost-share funding to municipalities for capital projects that could reduce the frequency andlor severity of crashes by improving road safety. These projects have been approved by the Insurance Corporation of British Columbia for costshare funding.

3 Page 3 of 3 Insurance Corporation of British Columbia Cost-Share Funding /GRNTS November 3, 2017 '1~~.,brSteven Lan, P. Eng. Director of Engineering Department submission prepared by: Gordon Botha, P.Eng., Pr.Eng. GWB/bm/1l This report has been prepared in consultation with the following listed department. Department Name Signature Finance Karl Preuss ATTACHMENT: A. Insurance Corporation of British Columbia Contract Agreements, {\ i I, ~ i ; ( ~ i, {,'I

4 Page 1 of78 October 12,2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC. V4K 3E2 Attention: Gordon Botha. P.Eng.. Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between the (the "Reclptent") and Insurance Corporation of British Columbia ("ICBC") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and ICBC (collectively the "Parties", and each a "Party") ("Letter Agreement"), pursuant to which ICBC will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement Is provided as part of the ICBC 2017 Road Improvement Program, the objective of which is to improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized' terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this Letter Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Letter Agreement or any of its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out in Schedule A as the Total Projected Cost.. ICBC agrees to provide funding to the Recipient in accordance with the terms of this Letter Agreement for and in support of the Work up to the ICBC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST) (unless not applicable) (the "TotaIICBC Contribution"). 2.2 If the actual cost of the Work upon completion (the" Actual Cost") Is less than the Total Projected Cost of the Work, the Parties agree that ICBC may, by providing the Recipient with written notice, reduce the ICBC Base Amount, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICBC originally expected as a result of the Work. 2.3 ICBC is not responsible for any tax liability imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement.

5 Page 2 of 78 RIP Page 20f6 3. Icec REPRESENTATIVE AND RECOGNITION 3.1 Icac designates the individual identified in Schedule A as the Icac Representative. or such other individuals as Icac may designate from time to time by providing the Recipient with written notice of such change (the "ICBC Engineer"). to be ICaC's representative who will act as primary liaison between Icac and the Recipient in connection with the Work. 3.2 Icac is authorized to disclose the details of any funding provided by Icac to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and information regarding the proposed Work provided by the Recipient to Icac (whether in oral or written form). and will ensure that the Work is completed by the Completion Date set out in Schedule A. 4.2 On or before the Notification Date set out in Schedule A. if the Recipient knows or anticipates that the Work will not be completed by the Completion Date. the Recipient must provide the Icac Engineer with a written notice (a "Status Notice") stating: (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date, if the Recipient has commenced the Work. the estimated percentage of uncompleted Work. and if applicable, whether the Recipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however. Icac is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for. manage, control and oversee all aspects of the Work. including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in connection with the Work ("Rec.lplent Personnel"). The Recipient shall ensure that all ReCipient Personnel have the required qualifications to carry out the Work and that the Work is performed in accordance with all applicable laws. 4.5 The Recipient shall indemnify and save harmless Icac and its directors. officers, employees,. agents. consultants. contractors, personnel. representatives. successors and permitted assigns from and against any and all claims. demands, actions, suits. proceedings. damages. losses, costs and expenses (including. without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION 5.1 Following the completion of the Work. for Icac internal purposes and for the purpose set out in subsection 7.2, the Icac Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certification") if the ICSC Engineer is satisfied the Work has been fully completed as required in this Letter Agreement.

6 Page 3 of 78 RIP Page 3 of6 5.2 In certain limited circumstances following partial completion of the Work, for Icse internal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer may (in the ICSC Engineer's sole discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certification") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If the ICSC Engineer chooses to issue an intemallnterim Completion Certification, the ReCipient must, if requested by ICSC, agree to amend this Letter Agreement to extend the final Completion Date set out herein. 5.3 To assist the ICSC Engineer il) determining whether to issue.a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to ICBC (in a form and manner acceptable to ICSC) any reports, photographs, information, materials and other documentation reasonably requested by the ICSC Engineer with respect to the Work. 5.4 If the ICSC Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and as such does not Issue an Interim Completion Certification, ICSC may request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm partial completion. 5.5 If the ICSC Engineer is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, ICBC may either request that the Recipient make improvements or modifications to the Work prior to the ICBC Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1(c) below.' 6. TERMINATION 6.1 ICSC has the option to terminate this Letter Agreement without payment of the Total ICBC Contribution to the Recipient hereunder (subject to any partial payments made in accordance with the terms of this Letter Agreement), by providing written notice of such termination to the ReCipient, if the Recipient: (a) (b) (c) (d) provides Icse with a Status Notice stating that the ReCipient will not, or anticipates it will not, complete the Work by the Completion Date, does not fully complete the Work by the Completion Date, does not complete the Work as required in this Letter Agreement to the satisfaction of the ICSC Engineer, who as a result does not issue a Final Completion Certification, or changes, or advises ICSC that it intends to change, the scope of the Work to an extent that ICSC determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mail or ) to the ICSC Contact identified in Schedule A: (a) (b) if applicable as per subsection 5.2, an invoice following the partial completion of the Work, for that portion of the amount of the TotallCSC Contribution identified in advance by the ICSC Engineer, and an invoice following the completion of the Work. Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H

7 Page 4 of 78 RIP Page" of6 As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the terms of this Letter Agreement and the ICBC Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification In respect of the Work, ICBC will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and allinvoice(s) issued and delivered by the Recipient to ICBC under this Letter Agreement may not exceed the Total ICBC Contribution, and the ICBC Base Amount used to calculate the TotallCBC Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and delivered to ICBC and the Recipient will ensure that any amount of GST payable by ICBC under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by ICBC and ICBQ is not liable to pay any interest on the TotallCBC Contribution. 8. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICBC's role with respect to the Work is limited to providing the Total ICBC Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of ICBC or its representatives hereunder, the Recipient acknowledges and agrees that ICBC makes no representations, warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. B.2 The Recipient agrees it will not bring any claims or proceedings whatsoever against ICBC for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision of this Letter Agreement, ICBC's liability under this Letter Agreement will not in any circumstances exceed the amount of the TotallCBC Contribution. 9. GENERAL TERMS 9.1 All notices. communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A. Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for. or Incur any obligation on behalf of. the other Party. 9.3 This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British ColUmbia I V7M 3H9 I

8 Page 5 of 78 RIP Page 5 of6 9.6 This Letter Agreement will take priority over any purchase order, receipt, invoice or other transaction-related document that either Party issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are binding on either Party. Please indicate the Recipient's understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized signatory sign this Letter Agreement as set out below, and retum one signed copy to ICBC at the following address: Attn: Manager, Road Improvement Program, Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, North Vancouver, BC, V7M 3H9. Yours truly, INSURANCE CORPORATION OF BRITISH COLUMBIA Per: READ, UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print) Title ; Room 117, 151 West Esplanade I North Vancouver 1 British Columbia,I V7M 3H9 I

9 Page 6 of 78 RIP Page 80f6 SCHEDULE A Effective: October 12, 2011 RIP CONTRACT NO I Coat Element # Intemal Order #62080 FUNDING RECIPIENT: Location of Work: City I District I Town I Village I Corporation: Region: Work Description: Crescent Dr (57 St to 59A St) Fraser Valley Region Installation of a sidewalk (south side), & Line marking improvements at the intersections. (The "Work") Notification Date: November 30, 2017 Completion Date: December 31,2017 Funding (CAD): ICBC Base Amount: $ 4,000 Recipient Contribution: $ 1,796,000 Other Contribution: $ 0 Total Projected Cost: $ 1,800,000 ICBC Representative: David Hill, P.Eng., Road Safety Engineer Contact Information: ReclQJent Contact: ICBC Contact: Insurance Corporation of British Columbia Attention: Gordon Botha, Attention: David Hill Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: Telephone: GBotha@delta.ca david.hill@icbc.com

10 Page 7 of78 October 12,2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K3E2 Attention: Gordon Botha. P.Eng.. Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between the (the "Reclplenf') and Insurance Corporation of British Columbia ("ICBC") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and ICBC (collectively the "Parties", and each a "Party") ("Letter Agreement"), pursuant to which ICBC will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the ICBC 2017 Road Improvement Program, the objective of which is to improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this Letter Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Letter Agreement or any of its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out in Schedule A as the Total Projected Cost. ICBC agrees to provide funding to the ReCipient in accordance with the terms of this Letter Agreement for and in support of the Work up to the ICBC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST) (unless not applicable) (the "TotaIICBC Contribution"). 2.2 If the actual cost of the Work upon completion (the "Actual Coat") is less than the Total PrOjected Cost of the Work, the Parties agree that ICBC may, by providing the Recipient with written notice, reduce the ICBC Base Amount, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICBC originally expected as a result of the Work. 2.3 ICBC is not responsible for any tax liability Imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement.

11 Page 8 of 78 RIP Page 20f8 3. ICBC REPRESENTATIVE AND RECOGNITION 3.1 ICSC designates the individual identified in Schedule A as the ICSC Representative, or such other individuals as ICSC may designate from time to time by providing the Recipient with written notice of such change (the "ICBC Engineer"), to be ICSC's representative who will act as primary liaison between ICSC and the Recipient in connection with the Work. 3.2 ICBC is authorized to disclose the details of any funding provided by ICSC to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and infonnation regarding the proposed Work provided by the Recipient to ICBC (whether in oral or written fonn), and will ensure that the Work is completed by the Completion Date set out in SChedule A. 4.2 On or before the Notification Date set out in Schedule A, if the ReCipient knows or anticipates that the Work wilt not be completed by the Completion Date, the Recipient must provide the ICBC Engineer with a written notice (a "Status Notice") stating: (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date. if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable, whether the ReCipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however, ICSC is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design. construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in connection with the Work ("Recipient Personnel"). The Recipient shall ensure that all Recipient Personnel have the required qualifications to carry out the Work and that the Work is perfonned in accordance with all applicable laws. 4.5 The Recipient shall indemnify and save harmless ICSC and its directors, officers, employees, agents, consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION 5.1 Following the completion of the Work, for ICSC internal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certification") if the ICBC Engineer is satisfied the Work has been fully completed as required in this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H

12 Page 9 of 78 RIP Page 30f6 5.2 In certain limited circumstances following partial completion of the Work, for ICBC intemal purposes and for the purpose set out in subsection 7.2, the ICBC Engineer may (in the ICBC Engineer's sale discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certification") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If the ICBC Engineer chooses to issue an intemal Interim Completion Certification, the Recipient must, if requested by ICBC, agree to amend this letter Agreement to extend the final Completion Date set out herein. 5.3 To assist the ICBC Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to ICBC (in a form and manner acceptable to ICBC) any reports, photographs, information, materials and other documentation reasonably requested by the ICBC Engineer with respect to the Work. 5.4 If the ICBC Engineer is not satisfied the Work has been partially completed as required in this letter Agreement and as such does not issue an Interim Completion Certification, ICBC may request that the Recipient make improvements or modifications to the Work prior to the ICBC Engineer re~xamining the Work to confirm partial completion. 5.5 If the ICBC Engineer is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, ICBC may either request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer r~xamining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1 (c) below. 6. TERMINATION 6.1 ICBC has the option to terminate this Letter Agreement without payment of the Total ICSC Contribution to the Recipient hereunder (subject to any partial payments made in accordance with the terms of this Letter Agreement), by providing written notice of such termination to the Recipient, if the Recipient: (a) (b) (c) (d) provides ICBC with a Status Notice stating that the Recipient will not, or anticipates it will not, complete the Work by the Completion Date, does not fully complete the Work by the Completion Date, does not complete the Work as required in this letter Agreement to the satisfaction of the ICBC Engineer, who as a result does not Issue a Final Completion Certification, or changes, or advises ICBC that it intends to change, the scope of the Work to an extent that ICBC determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mail or ) to the ICSC Contact identified in Schedule A: (a) (b) if applicable as per subsection 5.2, an invoice following the partial completion of the Work, for that portion of the amount of the Total ICBC Contribution identified in advance by the ICSC Engineer, and an invoice following the completion of the Work.

13 Page 10 of 78 RIP Page 4of6 As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 1.2 Subject to the terms of this Letter Agreement and the Icec Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, Icec will pay the applicable invoice(s) Issued and delivered by the Recipient. The aggregate amount of any and all invoice(s) issued and delivered by the Recipient to Icec under this Letter Agreement may not exceed the Total Icec Contribution, and the Icec ease Amount used to calculate the Total ICBC Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and delivered to ICBC and the Recipient will ensure that any amount of GST payable by ICBC under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by Icec and Icec is not liable to pay any interest on the TotallCBC Contribution. 8. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICBC's role with respect to the Work is limited to providing the TotallCBC Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of Icec or its representatives hereunder, the Recipient acknowledges and agrees that Icec makes no representations, warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. 8.2 The ReCipient agrees it will not bring any claims or proceedings whatsoever against Icac for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision of this Letter Agreement, ICBC's liability under this Letter Agreement will not in any circumstances exceed the amount of the TotallCBC Contribution. 9. GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A. Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for, or incur any obligation on behalf of, the other Party. 9.3 This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement..

14 Page 11 of78 RIP Page 5 of6 9.6 This Letter Agreement will take priority over any purchase order, receipt, invoice or other transaction-related document that either Party issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are binding on either Party. Please indicate the Recipienfs understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized signatory sign this Letter Agreement as set out below, and return one signed copy to Icac at the following address: Attn: Manager, Road Improvement Program, Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, Norlh Vancouver, BC, V7M 3H9. Yours truly, INSURANCE CORPORATION OF BRITISH COLUMBfA Per 1.. ~ Paul de LeSe.!., Ph.D. Manager, Road Improvement Program READ, UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print) Title

15 Page 12 of78 RIP Page Sofa SCHEDULE A Effective: October 12, 2017 RIP CONTRACT NO I Cost Element # I Internal Order FUNDING RECIPIENT: Location of Work: City I District I Town I Village I Corporation: Region: Work Description: Dawson Cres (114 St to 96 Ave) & 96 Ave (Dawson Cres to 114 St) Fraser Valley Region Installation of a sidewalk (south side) (The "Work") Notification Date: November 30,2017 Completion Date: December 31,2017 Funding (CAD): ICBC Base Amount: $ 3,000 Recipient Contribution: $ 1,847,000 Other Contribution: $ 0 Total Projected Cost: $ 1,850,000 ICBC Representative: David Hill, P.Eng., Road Safety Engineer Contact Information: Recl~lent Contasgt: ICBC Contact: Insurance Corporation of British Columbia Attention: Gordon Botha, Attention: David Hill Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: Telephone: GBotha@delta.ca david.hilltmicbc.com Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H

16 Page 13 of 78 October 12, 2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K3E2 Attention: Gordon Botha, P.Eng... Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between the (the "Recipient") and Insurance Corporation of British Columbia ("ICBC") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and ICBC (collectively the "Parties', and each a "Party") ("Letter Agreement"), pursuant to which ICBC will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the ICBC 2017 Road Improvement Program, the objective of which is to improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this Letter Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Letter Agreement or any of its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out in Schedule A as the Total Projected Cost. ICBC agrees to provide funding to the Recipient in accordance with the terms of this Letter Agreement for and in support of the Work up to the ICBC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST") (unless not applicable) (the "TotaIICBC Contribution"). 2.2 If the actual cost of the Work upon completion (the "Actual Cost") is less than the Total Projected Cost of the Work, the Parties agree that ICBC may, by providing the Recipient with written notice, reduce the ICBC Base Amount, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICBC originally expected as a result of the Work. 2.3 ICBC is not responsible. for any tax liability imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement.

17 Page 14 of 78 RIP Page 20f6 3. ICBC REPRESENTATIVE AND RECOGNITIQN 3.1 Icac designates the individual identified in Schedule A as the Icac Representative, or such other individuals as Icac may designate from time to time by providing the Recipient with written notice of such change (the "ICBC Englneer"), to be ICaC's representative who will act as primary liaison between Icac and the ReCipient in connection with the Work. 3.2 Icac Is authorized to disclose the details of any funding provided by ICBC to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and information regarding the proposed Work provided by the Recipient to ICBC (whether in oral or written form), and will ensure that the Work is completed by the Completion Date set out in Schedule A. 4.2 On or before the Notification Date set out in Schedule A, if the Recipient knows or anticipates that the Work will not be completed by the Completion Date, the Recipient must provide the Icac Engineer with a written notice (a "Status Notice") stating: (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date, if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable, whether the Recipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however, ICBC is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in connection with the Work ("Recipient Personnel"). The Recipient shall ensure that all Recipient Personnel have the required qualifications to carry out the Work and that the Work is performed in accordance with all applicable laws. 4.5 The Recipient shall indemnify and save harmless ICSC and its directors, officers, employees, agents, consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION 5.1 Following the completion of the Work, for ICSC internal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certification") if the ICSC Engineer is satisfied the Work has been fully completed as required in this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I

18 Page 15 of78 RIP Page 30f6 5.2 In certain limited circumstances following partial completion of the Work. for ICBC internal purposes and for the purpose set out In subsection 7.2. the ICBC Engineer may (in the ICBC Engineer's sole discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion CeriJficatlon") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If the ICBC Engineer chooses to issue an internal Interim Completion Certification. the Recipient must. if requested by ICBC, agree to amend this letter Agreement to extend the final Completion Date set out herein. 5.3 To assist the ICBC Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification. the Recipient shall promptly produce and deliver to ICBC (In a form and manner acceptable to ICBC) any reports, photographs, information, materials and other documentation reasonably requested by the ICBC Engineer with respect to the Work. 5.4 If the ICBC Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and as such does not issue an Interim Completion Certification, ICBC may request that the Recipient make improvements or modifications to the Work prior to the ICBC Engineer re-examining the Work to confirm partial completion. 5.5 If the ICBC Engineer Is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, ICBC may either request that the Recipient make improvements or modifications to the Work prior to the ICBC Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1 (c) below. 6. TERMINATION 6.1 ICBC has the option to terminate this Letter Agreement without payment of the Total ICBC Contribution to the Recipient hereunder (subject to any partial payments made in accordance with the terms of this Letter Agreement). by providing written notice of such termination to the Recipient. if the Recipient: (a) provides Icec with a Status Notice stating that the Recipient will not, or anticipates it will not, complete the Work by the Completion Date, (b) (c) (d) does not fully complete the Work by the Completion Date, does not complete the Work as required in this Letter Agreement to the satisfaction of the ICBC Engineer, who as a result does not issue a Final Completion Certification, or changes, or advises ICBC that it intends to change, the scope of the Work to an extent that ICBC determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mail or ) to the ICSC Contact identified in Schedule A: (a) if applicable as per subsection 5.2, an invoice following the partial completion of the WOrk. for that portion of the amount of the TotallCBC Contribution identified in advance by the ICSC Engineer, and (b) an invoice following the completion of the Work.

19 Page 16 of 78 RIP Page 4 of6 As applicable. the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the terms of this Letter Agreement and the Icec Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, ICBC will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and all Invoice(s) Issued and delivered by the Recipient to Icec under this Letter Agreement may not exceed the Total Icec Contribution. and the Icec ease Amount used to calculate the TotailCeC Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and delivered to Icec and the Recipient will ensure that any amount of GST payable by Icec under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by Icec and Icec is not liable to pay any interest on the To~IICeC Contribution. 8. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICeC's role with respect to the Work is limited to providing the Total Icec Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of Icec or its representatives hereunder, the Recipient acknowledges and agrees that Icec makes no representations. warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. 8.2 The ReCipient agrees it will not bring any claims or proceedings whatsoever against Icac for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision of this Letter Agreement, ICSC's liability under this Letter Agreement will not in any circumstances exceed the amount of the TotallCeC Contribution. 9. GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A. Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture. employer/employee relationship or similar relationship between the Parties. Neither party has the power to bind, contract for, or incur any obligation on behalf of, the other Party. 9.3 Thil:; Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature. extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement. Room 117,151 West Esplanade I North Vancouver I BritIsh Columbia I V7M 3H9 I

20 Page 17 of 78 RIP Page SofS 9.6 This Letter Agreement will take priority over any purchase order, receipt, invoice or other transaction-related document that either Party issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are binding on either Party. Please indicate the Recipient's understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized signatory sign this Letter Agreement as set out below, and return one signed copy to ICBC at the following address: Attn: Manager, Road Improvement Program, Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, North Vancouver, BC, V7M 3H9. Yours truly. INSURANCE CORPORATION OF BRITISH COLUMBIA Per: paulde:&.p.~..~ Manager, Road Improvement Program READ, UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print)

21 Page 18 of 78 RIP Page 60f6 SCHEDULE A Effective: October 12, 2017 RIP CONTRACT NO I Cost Element # t Intemal Order #62080 FUNDING RECIPIENT: Location of Work: City I District I Town I Village I Corporation: Region: Work Description: 118 St (92 Ave to 96 Ave) Fraser Valley Region Installation of a sidewalk (west side) and curb bulges at the 94 Ave & 95 Ave intersections. (The "Work") Notification Date: November 30, 2017 Completion Date: December 31, 2017 Funding (CAD): ICBC Base Amount: $ 5,000 Recipient Contribution: $ 1,295,000 Other Contribution: $ 0 Total Projected Cost: $ 1,300,000 ICSC Representative: David Hill, P.Eng., Road Safety Engineer Contact Infonnatlon: ReclRlent Contact: ICSC Contact: Insurance Corporation of British Columbia Attention: Gordon Botha, Attention: David Hill Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: Telephone: GBotha@delta.ca david.hill@icbc.com

22 Page 19 of78 October 12, 2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K 3 :2 Attention: Gordon Botha, P.Eng., Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between the (the "Recipient") and Insurance Corporation of British Columbia ("ICBC") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and ICBC (collectively the "Parties, and each a "Party") ("Letter Agreement"), pursuant to which ICBC will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the Icac 2017 Road Improvement Program, the objective of which is to 'improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this Letter Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Letter Agree'!lent or any of its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out in Schedule A as the Total Projected Cost. ICBC agrees to provide funding to the Recipient in accordanoe with the terms of this Letter Agreement for and in support of the Work up to the ICBC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST") (unless not applicable) (the "TotaIICBC Contribution"). 2.2 If the actual cost of the Work upon completion (the "Actual Cost") is less than the Total Projected Cost of the Work, the Parties agree that ICBC may, by providing the Recipient with written notice, reduce the Icac Base Amount, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impaot to the road safety benefit ICBC originally expected as a result of the Work. 2.3 Icac is not responsible for any tax liability imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement.

23 Page 20 of 78 RIP Page 2of6 3. ICBC REPRESENTATIVE AND RECOGNITION 3.1 ICSC designates the individual identified in Schedule A as the ICSC Representative, or such other individuals as ICBC may designate from time to time by providing the Recipient with written notice of such change (the "ICBC Englnesr"), to be ICBC's representative who wilt act as primary liaison between ICSC and the Recipient in connection with the Work. 3.2 ICSC is authorized to disclose the details of any funding provided by ICBC to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and information regarding the proposed Work provided by the Recipient to ICSC (whether in oral or written form), and will ensure that the Work is completed by the Completion Date set out in Schedule A. 4.2 On or before the Notification Date set out in Schedule A, if the ReCipient knows or anticipates that the Work will not be completed by the Completion Date, the Recipient must provide the ICBC Engineer with a written notice (a "Status Notice") stating: (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date, if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable, whether the Recipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however, ICSC is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in connection with the Work ("Recipient Personnel"). The ReCipient shall ensure that all ReCipient Personnel have the required qualifications to carry out the Work and that the Work is performed in accordance with all applicable laws. 4.5 The Recipient shall indemnify and save harmless Icec and its directors, officers, employees, agents, consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION 5.1 Following the completion of the Work, for ICBC internal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certlflcatlon") if the ICSC Engineer is satisfied the Work has been fully completed as required in this Letter Agreement.. Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H

24 Page 21 of 78 RIP Page 3 of6 5.2 In certain limited circumstances following partial completion of the Work, for ICSC intemal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer may (in the ICSC Engineer'S sole discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certmcatlon") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If the ICSC Engineer chooses to issue an internal Interim Completion Certification, the ReCipient must. if requested by ICSC, agree to amend this L~tter Agreement to extend the final Completion Date set out herein. 5.3 To assist the ICSC Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to ICSC (in a form and manner acceptable to ICSC) any reports, photographs, information, materials and other documentation reasonably requested by the ICSC Engineer with respect to the Work. 5.4 If the ICSC Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and as such does not issue an Interim Completion Certification, Icec may request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm partial completion. 5.5 If the ICSC Engineer is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, ICSC may either request that the ReCipient make improvements or modifications to the Work prior to the Icec Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1(c) below. 6. TERMINATION 6.1 ICBC has the option to terminate this Letter Agreement without payment of the Total ICSC Contribution to the Recipient hereunder (subject to any partial payments made in accordance with. the terms of this Letter Agreement), by providing written notice of such termination to the Recipient, if the Recipient: (a) (b) (c) (d) provides ICSC with a Status Notice stating that the Recipient will not, or anticipates it will not, complete the Work by the Completion Date, does not fully complete the Work by the Completion Date, does not complete the Work as required in this Letter Agreement to the satisfaction of the ICSC Engineer, who as a result does not issue a Final Completion Certification, or changes, or advises ICSC that it intends to change, the scope of the Work to an extent that Icec determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND payment 7.1 The Recipient shall issue and deliver (by regular mail or ) to the Icec Contact identified in Schedule A: (a) (b) if applicable as per subsection 5.2, an invoice following the partial completion of the Work, for that portion of the amount of the TotallCSC Contribution identified in advance by the Icec Engineer, and an invoice following the completion of the Work.

25 Page 22 of78 RIP Page4of6 As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the terms of this Letter Agreement and the ICBC Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, ICBC will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and all invoice(s) issued and delivered by the Recipient to ICBC under this Letter Agreement may not exceed the TotallCBC Contribution, and the ICBC Base Amount used to calculate the TotallCBC Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the ReCipient will quote its GST registration number on any invoice issued and delivered to ICSC and the Recipient will ensure that any amount of GST payable by ICBC under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by ICBC and ICBC is not liable to pay any interest on the TotallCBC Contribution. 8. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICBC's role with respect to the Work is limited to providing the Total ICBC Contribution to the ReCipient. Notwithstanding any provision of this Letter Agreement or any actions of ICSC or its representatives hereunder, the Recipient acknowledges and agrees that ICBC makes no representations, warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. 8.2 The Recipient agrees it will not bring any claims or proceedings whatsoever against ICBC for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision of this Letter Agreement, ICBC's liability under this Letter Agreement will not in any circumstances exceed the amount of the Total ICSC Contribution. 9. GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A. Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, Joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for. or incur any obligation on behalf of. the other Party. 9.3 This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement. Room 117,151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I

26 Page 23 of 78 RIP Page 50f6 9.6 This Letter Agreement will take priority over any purchase order, receipt, invoice or other transaction-related document that either Party issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are binding on either Party. Please Indicate the Recipient's understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized signatory sign this Letter Agreement as set out below, and return one signed copy to lebe at the following address: Attn: Manager, Road Improvement Program, Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, North Vancouver, BC, V7M 3H9. Yours truly,.1l INSURANCE CORPORATION (Jv OF BRITISH COLUMBIA Per P.Eng., Ph.D. Manager, \Road Improvement Program Paul de L~ ur, READ, UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print) Title Room 117, 151 west Esplanade I North vancouver I British Columbia I V7M 3H9 I

27 Page 24 of 78 RIP Page GofS SCHEDULE A Effective: October 12,2017 RIP CONTRACT NO I cost Element # I IntemalOrder #62080 FUNDING RECIPIENT: Location of Work: City I District I Town I Village I Corporation: Region: Work Description: i0a Ave (51 St to Bayview Dr) Fraser Valley Region Installation of a sidewalk (north side), curb bulges at the intersections and traffic control signage improvements along i0a Ave (The "Work") Notification Date: November 30,2017 Completion Date: December 31,2017 Funding (CAD): ICBC Base Amount: $ 12,000 Recipient Contribution: $ 1,238,000 Other Contribution: $ 0 Total Projected Cost: $ 1,250,000 ICBC Representative: David Hill, P.Eng., Road Safety Engineer Contact Information: ReclRlent Contact: Icec Contact: Insurance Corporation of British Columbia Attention: Gordon Botha, Attention: David Hill Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: Telephone: GBotha@delta.ca david.hill@icbc.com Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I

28 Page 25 of78 October 12,2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K3E2 Attention: Gordon Botha. P.Eng.. Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between the (the "Recipient") and Insurance Corporation of British Columbia ("lcec") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and ICSC (collectively the «Parties". and each a "Party") ("Letter Agreemenf). pursuant to which ICSC will contribute to funding the Work (described and defined in Schedule A) jn accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the ICSC 2017 Road Improvement Program, the objective of which is to improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this Letter Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Letter Agreement or any of Its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out in Schedule A as the Total Projected Cost. ICBC agrees to provide funding to the Recipient in accordance with the terms of this Letter Agreement for and in support of the Work up to the ICSC Sase Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST") (unless not applicable) (the "TotaiICeC Contribution"). 2.2 If the actual cost of the Work upon completion (the U Actual Cost") is less than the Total Projected Cost of the Work, the Parties agree that ICSC may, by providing the Recipient with written notice, reduce the ICSC Sase Amount, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICSC originally expected as a result of the Work. 2.3 ICSC is not responsible for any tax liability imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I

29 Page 26 of 78 RIP Page 20f6 3. Icec REPRESENTATIVE AND RECOGNITION 3.1 ICSC designates the individual identified in Schedule A as the ICBC Representative, or such other individuals as ICBC may designate from time to time by providing the Recipient with written notice of such change (the "ICaC Englneer")i to be ICSC's representative who will act as primary liaison between ICSC and the Recipient in connection with the Work. 3.2 ICBC is authorized to disclose the details of any funding provided by ICSC to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and information regarding the proposed Work provided by the Recipient to ICSC (whether in oral or written form), and will ensure that the Work is completed by the Completion Date set out in Schedule A. 4.2 On or before the Notification Date set out in Schedule A, if the Recipient knows or anticipates that the Work will not be completed by the Completion Date, the Recipient must provide the ICSC Engineerwith a written notice (a "Status Notice") stating: (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date, if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable, whether the ReCipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the CompletIon Date set out herein; however, ICSC is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in connection with the Work ("Recipient Personnel"). The Recipient shall ensure that all Recipient Personnel have the required qualifications to carry out the Work and that the Work is performed in accordance with all applicable laws. 4.5 The Recipient shall indemnify and save!! harmless ICSC and its directors, officers, employees, agents, consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION 5.1 Following the completion of the Work, for ICSC intemal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certification") if the ICBC Engineer is satisfied the Work has been fully completed as required in this Letter Agreement.

30 Page 27 of 78 RIP Page 3 of6 5.2 In certain limited circumstances following partial completion of the Work. for ICSC internal purposes and for the purpose set out in subsection 7.2. the ICSC Engineer may (in the ICSC Engineer's sole discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certlflcatlon") if the Engineer is satisfied the Work has been partially completed as required In this Letter Agreement. If the ICSC Engineer chooses to issue an Intemallnterim Completion Certification. the Recipient must, if requested by ICSC, agree to amend this Letter Agreement to extend the final Completion Date set out herein. 5.3 To assist the ICSC Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to ICSC (in a form and manner acceptable to ICSC) any reports. photographs, information, materials and other documentation reasonably requested by the ICSC Engineer with respect to the Work. 5.4 If the ICSC Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and as such does not issue an Interim Completion Certification, ICSC may request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm partial completion. 5.5 If the ICSC Engineer is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, ICSC may either request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1(c) below. 6. TERMINATION 6.1 ICSC has the option to terminate this Letter Agreement without payment of the Total ICSC Contribution to the Recipient hereunder (subject to any partial payments made in accordance with the terms of this Letter Agreement), by providing written notice of such termination to the Recipient, jf the ReCipient: (a) provides ICSC with a Status Notice stating that the Recipient will not, or anticipates it will not, complete the Work by the Completion Date, (b) (c) (d) does not fully complete the Work by the Completion Date, does not complete the Work as required in this Letter Agreement to the satisfaction of the ICSC Engineer, who as a result does not issue a Final Completion Certification, or changes, or advises ICSC that It intends to change, the scope of the Work to an extent that ICSC determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mail or ) to the ICSC Contact identified in Schedule A: (a) if applicable as per subsection 5.2, an invoice following the partial completion of the Work, for that portion of the amount of the TotallCSC Contribution identified in advance by the ICSC Engineer, and (b) an Invoice following the completion of the Work.

31 Page 28 of 78 RIP Page 4 of6 As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the terms of this Letter Agreement and the ICSC Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, ICSC will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and all involce(s) issued and delivered by the Recipient to ICSC under this Letter Agreement may not exceed the TotailCeC Contribution, and the ICSC Sase Amount used to calculate the TotallCSC Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and delivered to ICSC and the Recipient will ensure that any amount of GST payable by ICSC under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by ICSC and ICSC is not liable to pay any interest on the TotallCeC Contribution. 8. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement. ICSC's role with respect to the Work is limited to providing the Total Icec Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of Icec or its representatives hereunder, the ReCipient acknowledges and agrees that ICSC makes no representations, warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. 8.2 The Recipient agrees it will not bring any claims or proceedings whatsoever against ICBC for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision of this Letter Agreement, ICSC's liability under this Letter Agreement will not in any circumstances exceed the amount of the TotallCSC Contribution. 9. GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for, or incur any obligation on behalf of, the other Party. 9.3 This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I ~2800

32 Page 29 of 78 RIP Page 50f6 9.6 This Letter Agreement will take priority over any purchase order, receipt, invoice or other transaction-related document that either Party issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are binding on either Party. Please indicate the Reclplenfs understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized signatory sign this Letter Agreement as set out below, and return one signed copy to Icee at the following address: Attn: Manager, Road Improvement Program, Insurance CorporatIon of British Columbia, Room 117, 151 West Esplanade, North Vancouver, BC, V7M 3H9. Yours truly, INSURANCE CORPORATION OF BRITISH COLUMBIA Per ~~ U'l- I Paul de Leur, P.Eng., Ph.D. Manager, Road Improvement Program READ, UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print) Title Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I

33 Page 30 of78 RIP Page 60t6 SCHEDULE A Effective: October 12, 2017 RIP CONTRACT NO I ~C08t Element # I ~~.nternal Order #62080 FUNDING RECIPIENT: Location of Work: City / District I Town I Village I Corporation: Region: Work Description: 47 Ave (Garry St to 51 St) Fraser Valley Region Road widening and rehabilitation of existing pavement structure, angled parking pockets, sidewalks and curb and gutter along 47 Avenue (south side) and 51' Street (west side), raised crosswalk at Delta St. (The "Work") Notification Date: November 30,2017 Completion Date: December 31,2017 Funding (CAD): ICBC Base Amount: $ 10,000 Recipient Contribution: $ 750,000 Other Contribution: $ Total Projected Cost: $ 760,000 ICBC Representative: David Hill, P.Eng., Road Safety Engineer Contact Information: Reclillent Contact: ICIi!~ Conget: Insurance Corporation of British Columbia Attention: Gordon Botha, Attention: David HIli Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: Telephone: GBotha@delta.ca david.hill@icbc.com Room 117, 151 West Esplanade I North Vancouver I BrItish Columbia I V7M 3H9 I

34 Page 31 of78 October 12, 2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K 3E2 Attention: Gordon Botha. P.Eng.. Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between the (the "Recipient") and Insurance Corporation of British Columbia ("ICBC") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and Icac (collectively the "Parties", and each a "Party") ("Letter Agreement"), pursuant to which ICBC will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the ICSC 2017 Road Improvement Program, the objective of which is to improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this Letter Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Letter Agreement or any of its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out in Schedule A as the Total Projected Cost. ICSC agrees to provide funding to the Recipient in accordance with the terms of this Letter Agreement for and in support of the Work up to the ICSC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GSr) (unless not applicable) (the "TotaIICBC Contribution"). 2.2 If the actual cost of the Work upon completion (the" Actual CostH) is less than the Total Projected Cost of the Work, the Parties agree that ICSC may, by providing the Recipient with written notice, reduce the ICSC Sase Amol,lnt, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICSC originally expected as a result of the Work. 2.3 ICSC is not responsible for any tax liability imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H

35 Page 32 of 78 RIP Page 20t6 3. Icec REPRESENTATIVE AND RECOGNITION 3.1 ICSC designates the individual identified in Schedule A as the ICSC Representative, or such other individuals as ICSC may designate from time to time by providing the Recipient with written notice of such change (the "ICeC Engineer"), to be ICBC's representative who will act as primary liaison between ICBC and the Recipient in connection with the Work. 3.2 ICBC is authorized to disclose the details of any funding provided by ICSC to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and information regarding the proposed Work provided by the Recipient to ICBC (whether in oral or written form), and will ensure that the Work is completed by the Completion Date set out in Schedule A 4.2 On or before the Notification Date set out in Schedule A, if the Recipient knows or anticipates that the Work will not be completed by the Completion Date, the Recipient must provide the ICSC Engineer with a written notice (a "Status Notice") stating: (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date, if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable, whether the Recipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however, ICSC is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible tor any and all persons and entities it employs or engages in connection with the Work ("Recipient Personnel"). The ReCipient shall ensure that all Recipient Personnel have the required qualifications to carry out the Work and that the Work is performed in accordance with all applicable laws. 4.5 The Recipient shall indemnify and save harmless ICBC and its directors, officers, employees, agents, consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5.. COMPLETION CONFIRMATION 5.1 Following the completion of the Work, for ICBC internal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certification") if the ICBC Engineer is satisfied the Work has been fully completed as required in this Letter Agreement. Room 117,151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I

36 Page 33 of78 R1P Page 3 of6 5.2 In certain limited circumstances following partial completion of the Work, for ICSC internal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer may (in the ICSC Engineer's sole discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certification") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If the ICSC Engineer chooses to issue an internal Interim Completion Certification, the Recipient must, if requested by ICSC, agree to amend this Letter Agreement to extend the final Completion Date set out herein. 5.3 To assist the ICSC Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to ICSC (in a form and manner acceptable to ICSC) any reports, photographs, information, materials and other documentation reasonabjy requested by the ICSC Engineer with respect to the Work. 5.4 If the ICSC Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and as such does not issue an Interim Completion Certification, ICSC may request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm partial completion. 5.5 If the ICSC Engineer is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, ICSC may either request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1(c) below. 6. TERMINATION 6.1 ICSC has the option to terminate this Letter Agreement without payment of the Total ICSC Contribution to the Recipient hereunder (subject to any partial payments made in accordance with the terms of this Letter Agreement), by providing written notice of such termination to the Recipient, if the Recipient: (a) (b) (c) (d) provides ICSC with a Status Notice stating that the Recipient will not, or anticipates it will not, complete the Work by the Completion Date, does not fully complete the Work by the Completion Date, does not complete the Work as required In this Letter Agreement to the satisfaction of the ICSC Engineer, who as a result does not issue a Final Completion Certification, or changes, or advises ICSC that it intends to change, the scope of the Work to an extent that ICSC determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mail or ) to the Icac Contact identified in Schedule A: (a) if applicable as per subsection 5.2, an invoice following the partial completion of the Work, for that portion of. the amount of the Total ICSC Contribution identified in advance by the ICSC Engineer, and (b) an invoice following the completion of the Work.

37 Page 34 of78 RIP Page4of6 As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the terms of this Letter Agreement and the Icec Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, Icec will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and all invoice(s) issued and delivered by the ReCipient to Icec under this Letter Agreement may not exceed the Total Icec Contribution, and the Icec ease Amount used to calculate the TotallCec Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and delivered to Icec and the ReCipient will ensure that any amount of GST payable by Icec under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by ICSC and ICSC is not liable to pay any interest on the Total Icec Contribution. 8. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICeC's role with respect to the Work is limited to providing the Total Icec Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of ICSC or its representatives hereunder, the Recipient acknowledges and agrees that Icec makes no representations, warranties or assurances whatsoever, express or implied. concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. 8.2 The Recipient agrees it will not bring any claims or proceedings whatsoever against ICSC for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision of this Letter Agreement. ICSC's liability under this Letter Agreement will not in any circumstances exceed the amount of the Total Icec Contribution. 9. GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A. Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for, or incur any obligation on behalf of, the other Party This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement.

38 Page 35 of 78 RIP Page 50f6 9.6 This Letter Agreement will take priority over any purchase order, receipt, invoice or other transaction-related document that either Party issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are binding on either Party. Please indicate the Recipient's understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized signatory sign this Letter Agreement as set out below, and return one signed copy to Ieee at the following address: Attn: Manager, Road Improvement Program, Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, North Vancouver, BC, V7M 3H9. Yours truly, INSURANCE CORPORATION OF BRITISH COLUMBIA Pe, ~ \}= Paul de Leur, P.Eng., Ph.D. Manager, Road Improvement Program READ, UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print) Title I 1

39 Page 36 of 78 RIP Page SCHEDULE A Effective: October 12,2011 RIP CONTRACT NO I Cost Element # I Intemal Order #62080 FUNDING RECIPIENT: Location of Work: City I District I Town I Village I Corporation: Region: Work Description: Nordel Way I 112 St Fraser Valley Region Installation of anti-skid overlay to the pavement on the Nordel Way approaches to the intersection. (The "Work") Notification Date: November 30,2017 Completion Date: December 31,2017 Funding (CAD): ICBC Base Amount: $ 54,000 Recipient Contribution: $ 706,000 Other Contribution: $ 0 Total Projected Cost: $ 760,000 ICBC Representative: David Hill, P.Eng., Road Safety Engineer Contact Information: Reclelen~ Contact: ICBC Contact: Insurance Corporation of British Columbia Attention: Gordon Bothe, Attention: David Hill Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: Telephone: GBotha@delta.ca david.hill@icbc.com

40 Page 37 of 78 October 12, 2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K 3E2 Attention: Gordon Botha, P.Eng.. Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between the (the "ReCipient") and Insurance Corporation of British Columbia ("ICBC") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and ICBC (collectively the "Parties", and each a "Party") ("letter Agreement"), pursuant to which ICBC will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the ICBC 2017 Road Improvement Program, the objective of which is to improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this Letter Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Letter Agreement or any of its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out in Schedule A as the Total PrOjected Cost. ICBC agrees to provide funding to the Recipient in accordance with the terms of this Letter Agreement for and In support of the Work up to the ICBC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST") (unless not applicable) (the "TotaIICBC Contribution"). 2.2 If the actual cost of the Work upon completion (the "Actual Cost") is less than the Total Projected Cost of the Work, the Parties agree that ICBC may, by providing the Recipient with written notice, reduce the ICBC Base Amount, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICBC originally expected as a result of the Work. 2.3 ICBC is not responsible for any tax liability imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement.

41 Page 38 of78 RIP Page 2of6 3. Icac REPRESENTATIVE AND RECOGNITION 3.1 Icec designates the individual identified in Schedule A as the Icac Representative, or such other individuals as Icec may designate from time to time by providing the Recipient with written notice of such change (the "ICaC Englneer"), to be ICec's representative who will act as primary liaison between Icac and the Recipient in connection with the Work. 3.2 Icac is authorized to disclose the details of any funding provided by Icac to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the detaiis and information regarding the proposed Work provided by the Recipient to Icac (whether in oral or written form), and will ensure that the Work is completed by the Completion Date set out in Schedule A. 4.2 On or before the Notification Date set out in Schedule A, if the Recipient knows or anticipates that the Work will not be completed by the Completion Date, the Recipient must provide the Icac Engineer with a written notice (a "Status Notice") stating: (a) the Recipient knows or anticipates the Work will not be compl~ted by the Completion Date, (b) (c) if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable, whether the Recipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however, Icac Is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in. connection with the Work ("Recipient Personnel"). The Recipient shall ensure that all Recipient Personnel have the required qualifications to carry out the Work and that the Work Is performed In accordance with all applicable laws. 4.5 The Recipient shall indemnify and save harmless Icac and its directors, officers, employees, agents, consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION 5.1 Following the completion of the Work, for Icac internal purposes and for the purpose set out in subsection 7.2, the Icac Engineer will issue an intemal completion certification in respect of the Work (a "Flna' Completion Certification") if the Icac Engineer is satisfied the Work has been fully completed as required in this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British Columbia t V7M 3H9 I

42 Page 39 of 78 RIP Page 30f6 5.2 In certain limited circumstances following partial completion of the Work, for Icec internal purposes and for the purpose set out in subsection 7.2, the Icec Engineer may (in the Icec Engineer's sale discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certification") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If the Icec Engineer chooses to issue an internal Interim Completion Certification, the Recipient must, if requested by ICeC, agree to amend this Letter Agreement to extend the final Completion Date set out herein. 5.3 To assist the Icec Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to Icec (in a form and manner acceptable to ICeC) any reports, photographs, information, materials and other documentation reasonably requested by the Icec Engineer with respect to the Work. 5.4 If the Icec Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and as such does not issue an Interim Completion Certification, Icec may request that the Recipient make improvements or modifications to the Work prior to the Icec Engineer r~xamining the Work to confirm partial completion. 5.5 If the Icec Engineer is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, Icec may either request that the Recipient make improvements or modifications to the Work prior to the.cec Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1(c) below. 6. TERMINATION 6.1 Icec has the option to terminate this Letter Agreement without payment of the Total Icec Contribution to the Recipient hereunder (subject to any partial payments made in accordance with the terms of this letter Agreement), by providing written notice of such termination to the Recipient, if the Recipient: (a) (b) (c) (d) provides Icec with a Status Notice stating that the Recipient will not, or anticipates it will not, complete the Work by the Completion Date, does not fully complete the Work by the Completion Date, does not complete the Work as required in this Letter Agreement to the satisfaction of the Icec Engineer, who as a result does not issue a Final Completion Certification, or changes, or advises Icec that it intends to change, the scope of the Work to an extent that Icec determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7.. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mail or ) to the Icec Contact identified in Schedule A: (a) (b) if applicable as per subsection 5.2, an invoice following the partial completion of the Work, for that portion of the amount of the TotailCeC Contribution identified in advance by the Icec Engineer, and an invoice following the completion of the Work.

43 Page 40 of 78 RIP Page4of6 As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the terms of this Letter Agreement and the ICSC Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, ICSC will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and all invoice(s) issued and delivered by the Recipient to ICSC under this Letter Agreement may not exceed the Total ICSC Contribution, and the ICSC Sase Amount used to calculate the TotallCBC Contribution may not exceed the Actual Cost of the Work, 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and delivered to Icec and the Recipient will ensure that any amount of GST payable by ICBC under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by ICSC and ICBC is not liable to pay any interest on the TotallCSC Contribution. 8. NQ WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICSC's role with respect to the Work is limited to providing the Total ICBC Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of ICBC or its representatives hereunder, the Recipient acknowledges and agrees that ICSC makes no representations, warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. 8.2 The Recipient agrees it will not bring any claims or proceedings whatsoever against ICBC for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision o,f this Letter Agreement, ICeC's liability under this Letter Agreement will not in any circumstances exceed the amount of the Total ICSC Contribution, 9. GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for, or incur any obligation on behalf of, the other Party. 9.3 This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I

44 . t.~ Page 41 of 78 RIP Page 50f6 9.6 This Letter Agreement will take priority over any purchase order, receipt, invoice or other transaction-related document that either Party issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are binding on either Party. Please indicate the Recipienfs understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized signatory sign this Letter Agreement as set out below, and return one signed ccipy to Icec at the following address: Attn: Manager; Road Improvement Program,. Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, North Vancouver, BC, VlM 3H9. Yours truly, INSURANCE CORPORATION OF BRITISH COLUMBIA READ, UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print) Title Room 117, 151 west Esplanade I North Vancouver I British Columbia I V7M 3H9 I

45 Page 42 of78 RIP Page 60f6 SCHEDULE A Effective: October 12, 2011 RIP CONTRACT NO FUNDING RECIPIENT: 1 Cost Element # I Intemal Order #62080 location of Work: City I District I Town I Village I Corporation: Region: Work Description: 112 StlB6 Ave Fraser Valley Region The existing marked crosswalk will be upgraded with O/H ped activated flashers. (The "Work") Notification Date: November 30,2017 Completion Date: December 31,2017 Funding (CAD): ICBC Base Amount: $ 5,000 Recipient Contribution: $ 60,000 Other Contribution: $ 0 Total Projected Cost: $ 65,000 Icec Representative: David Hill, P.Eng., Road Safety Engineer Contact Information: Reci~lent Contact: Icec Contact: Insurance Corporation of British Columbia Attention: Gordon Botha, Attention: David Hill Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: Telephone: GBotha@delta.ca david.hilllli!icbc.com

46 Page 43 of78 October 12, 2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K3E2 Attention: Gordon Botha. P.Eng.. Roads Engineer Dear Mr. Botha: Be: Road Improvement Agreement between the (the "Recipient") and Insurance Corporation of British Columbia ("ICBC") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and ICBC (collectively the "Parties", and each a "Party") ("Letter Agreement"), pursuant to which ICBC will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the ICBC 2017 Road Improvement Program, the objective of which is to Improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this Letter Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Letter Agreement or any of its provisions. 2. funding 2.1 The Recipient antfcipates the approximate total cost of the Work to be the amount set out in. Schedule A as the Total Projected Cost. ICBC agrees to provide funding to the Recipient in accordance with the terms of this Letter Agreement for and in support of the Work up to the ICBC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST) (unless not applicable) (the "TotaIICBC Contribution"). 2.2 If the actual cost of the Work upon completion (the" Actual Cost") is less than the Total Projected Cost of the Work, the Parties agree that ICBC may, by providing the Recipient with written notice, reduce the ICBC Base Amount, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICBC Originally e~pected as a result of the Work. 2.3 ICBC is not responsible for any tax liability imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement.

47 Page 44 of 78 RIP Page 20f6 3. Icec REPRESENTATIVE AND RECOGNITION 3.1 Icec designates the individual identified in Schedule A as the Icec Representative, or such other individuals as Icec may designate from time to time by providing the ReCipient with written notice of such change (the Icec Engineer"), to be ICaC's representative who will act as primary liaison between Icac and the Recipient in connection with the Work. 3.2 Icac is authorized to disclose the details of any funding provided by Icec to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and Information regarding the proposed Work provided by the Recipient to Icac (whether in oral or written form), and will ensure that the Work is completed by the Completion Date set out in Schedule A. 4.2 On or before the Notification Date set out in Schedule A, if the Recipient knows or anticipates that the Work will not be completed by the Completion Date, the Recipient must provide the Icac Engineer with a written notice (a "Status Notice") stating:. (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date, if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable, whether the Recipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however, Icec is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in connection with the Work ("Recipient Personnel"). The Recipient shall ensure that all Recipient. Personnel have the required qualifications to carry out the Work and that the Work is performed in accordance with all applicable laws. 4.5 The Recipient shall indemnify and save harmless Icec and its directors, officers, employees, agents, consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and au claims, demands, actions, suits, proceedings, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION. 5.1 Following the completion of the Work, for Icec internal purposes and for the purpose set out in subsection 7.2, the Icec Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certification") if the Icec Engineer is satisfied the Work has been fully completed as required in this Letter Agreement.

48 Page 45 of 78 RIP Page 3 of6 5.2 In certain limited circumstances following partial completion of the Work, for ICSC internal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer may (in the ICSC Engineer's sale discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certification") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If the Icec Engineer chooses to issue an intemallnterim Completion Certification, the Recipient must, if requested by ICeC, agree to amend this Letter Agreement to extend the final Completion Date set out herein. 5.3 To assist the Icec Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to Icec (in a form and manner acceptable to ICSC) any reports, photographs, Information, materials and other documentation reasonably requested by the Icec Engineer with respect to the Work. 5.4 If the Icec Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and. as such does not issue an Interim Completion Certification, ICSC may request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm partial completion. 5.5 If the ICSC Engineer is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, Icec may either request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out In paragraph 6.1 (c) below. 6.. TERMINATION 6.1 ICSC has the option to terminate this Letter Agreement without payment of the Total Icec Contribution to the ReCipient hereunder (subject to any partial payments made in accordance with the terms of this Letter Agreement). by providing written notice of such termination to the ReCipient, if the Recipient: (a) (b) (c) (d) provides Icec with a Status Notice stating that the Recipient will not, or anticipates it will not, complete the Work by the Completion Date, does not fully complete the Work by the Completion Date, does not complete the Work as required in this Letter Agreement to the satisfaction of the ICSC Engineer, who as a result does not issue a Final Completion Certification, or changes, or advises Icec that it intends to change, the scope of the Work to an extent that Icec determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mall or ) to the ICSC Contact identified in S~ed~eA.. (a) (b) if applicable as per subsection 5.2, an invoice following the partial completion of the Work. for that portion of the amount of the TotallCSC Contribution identified in advance by the ICSC Engineer, and an invoice following the completion of the Work.

49 Page 46 of 78 RIP Page 4 ofa As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the terms of this Letter Agreement and the Icec Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, ICBC will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and all invoice(s) issued and delivered by the Recipient to Icec under this Letter Agreement may not exceed the Total Icec Contribution, and the ICBC Base Amount used to calculate the TotallCec Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and delivered to ICBC and the Recipient will ensure that any amount of GST payable by ICBC under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by ICBC and ICBC is not liable to pay any interest on the TotallCBC Contribution. 8. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICeC's role with respect to the Work is limited to providing the Total Icec Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of ICBC or its representatives hereunder, the Recipient acknowledges and agrees that Icec makes no representations, warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreem'ent. 8.2 The Recipient agrees it will not bring any claims or proceedings whatsoever against Icec for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision of this Letter Agreement, ICeC's liability under this Letter Agreement will not in any circumstances exceed the amount of the TotailCeC Contribution. 9. GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A. Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for, or incur any obligation on behalf of, the other Party. 9.3 This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British Columbia J V7M 3H9 I

50 Page 47 of 78 RIP Page 50f6 9.6 This Letter Agreement will take priority over any purchase order, receipt, invoice or other transaction-related document that either Party issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are b'inding on either p$rty. Please indicate the Recipient's understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized Signatory sign this Letter Agreement as set out below, and return one signed copy to ICSC at the following address: Attn: Manager, Road Improvement Program, Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, North Vancouver, BC, V7M 3H9. Yours truly, INSURANCE CORPORATION OF BRITISH COLUMBIA Per: READ, UNDERSTOOD AND AGREED by:. Per its authorized signatory: Signature Name (please print) Title Room 117, 151 West Esplanade I North Vancouver I British Columbia I.V7M 3H9 I

51 Page 48 of78 RIP Page 60f6 SCHEDULE A Effective: October 12,2017 RIP CONTRACT NO I Cost Element # Intem,lI Order I, FUNDING RECIPIENT: Location of Work: City I District I Town I Village I Corporation: Region: Work Description: 12 Ave I Cliff Dr Fraser Valley Region The upgrading of an existing overhead signed & lit marked crosswalk with overhead pedestrian activated flashing lights. (The "Work") Notification Dale: November 3D, 2017 Completion Date: December 31, 2017 Funding (CAD): ICBC Base Amount: $ 3,000 Recipient Contribution: $ 37,000 Other Contribution: $ 0 Total Projected Cost: $ 40,000.ICBC Representative: David Hill, P.Eng., Road Safety Engineer Contact Intonnatlon: Reclgient Contact: ICBC Contact: Insurance Corporation of British Columbia Attention: Gordon Botha, Attention: David Hill Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: Telephone: GBotha@delta.ca david.hill@icbc.com

52 Page 49 of78 October 12, 2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K3E2 Attention: Gordon Botha. P.Eng.! Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between the (the "Reclplenf) and Insurance Corporation of British Columbia ("ICBC") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and ICBC (collectively the "Parties", and each a "Party") ("Letter Agreemenf), pursuant to which Icec will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the ICBC 2017 Road Improvement Program, the objective of which is to improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this letter Agreement are for reference only and do not define, limit or enlarge the scope or meaning of this Letter Agreement or any of its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out in Schedule A as the Total Projected Cost. ICBC agrees to provide funding to the Recipient in accordance with the terms of this Letter Agreement for and in support of the Work up to the ICBC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST") (unless not applicable) (the "Total ICBC Contribution"). 2.2 If the actual cost of the Work upon completion (the" Actual Cost") Is less than the Total PrOjected Cost of the Work, the Parties agree that ICBC may, by providing the Recipient with written notice, reduce the ICBC Base Amount, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICBC originally expected as a result of the Work. 2.3 ICBC is not responsible for any tax liability imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement.

53 Page 50 of78 RIP Page 2 of6 3. Icac REPRESENTATIVE AND RECOGNITION 3.1 ICSC designates the individual identified in Schedule A as the IC8C Representative, or such other individuals as ICSC may designate from time to time by providing the Recipient with written notice of such change (the "ICaC EnglnH"'), to be ICSC's representative who will act as primary liaison between ICSC and the Recipient in connection with the Work. 3.2 ICSC is authorized to disclose the details of any funding provided by ICSC to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and information regarding the proposed Work provided by the Recipient to ICSC (whether in oral or written form), and will ensure that the Work is completed by the Completion Date set out in Schedule A. 4.2 On or before the Notification Date set out in Schedule A, if the Recipient knows or anticipates that the Work will not be completed by the Completion Date, the Recipient must provide the ICSC Engineer with a written notice (a "Status Notice") stating: (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date, if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable, whether the Recipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however, ICSC is under no obligation to agree to a request made by the ReCipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in connection with the Work ("Recipient Personnel"). The Recipient shall ensure that all Recipient Personnel have the required qualifications to carry out the Work and that the Work is performed in accordance with all applicable laws. 4.5 The Recipient shall indemnify and save harmless Icac and its directors, officers, employees, agents, consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and au claims, demands, actions, suits, proceedings, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION 5.1 Following the completion of the Work, for ICSC internal purposes and for the purpose set out in SUbsection 7.2, the ICSC Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certlflcatlon H ) if the ICSC Engineer is satisfied the Work has been fully completed as required in this Letter Agreement.

54 Page 51 of78 RIP Page 30f6 5.2 In certain limited circumstances following partial completion of the Work, for ICSC intemal purposes and for the purpose set out in subsection 7.2, the ICSC Engineer may (in the ICSC Engineer's sole discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certification") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If thelcsc Engineer chooses to issue an internal Interim Completion Certification, the Recipient must, if requested by ICSC, agree to amend this Letter Agreement to extend the final Completion Date set out herein. 5.3 To assist the ICSC Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to ICSC (in a form and manner acceptable to ICSC) any reports, photographs, information, materials and other documentation reasonably requested by the ICSC Engineer with respect to the Work. 5.4 If the Icec Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and as such does not issue an Interim Completion Certification, ICSC may request that the Recipient make improvements or modificatiollg to the Work prior to the ICSC Engineer re-examining the Work to confirm partial completion. 5.5 If the ICSC Engineer is not satisfied the Work has been fully completed as required in this letter Agreement and as such does not issue a Final Completion Certification, rcec may either request that the Recipient make improvements or modifications to the Work prior to the Icec Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1(c) below. 6. TERMINATION 6.1 Icec has the option to terminate this letter Agreement without payment of the Total ICSC Contribution to the ReCipient hereunder (subject to any partial payments made in accordance with the terms.of this letter Agreement), by providing written notice of such termination to the ReCipient, if the Recipient: (a) (b) (c) (d) provides ICsC with a Status Notice stating that the Recipient will not, or anticipates it will not, complete the Work by the Completion Date, does not fully complete the Work by the Completion Date, does not complete the Work as required in this letter Agreement to the satisfaction of the Icec Engineer, who as a result does not issue a Final Completion Certification, or changes, or advises ICSC that it intends to change, the scope of the Work to an extent that Icec determines (acting reasonably) that such changes will have a material adverse effect or Impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mail or ) to the ICSC Contact identified in Schedule A: (a) (b) if applicable as per subsection 5.2, an invoice following the partial completion of the Work, for that portion of the amount of the Total Icec Contribution identified in advance by the Icec Engineer, and an invoice following the completion of the Work.

55 Page 52 of 78 RIP Page 40f6 As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the terms of this Letter Agreement and the Icec Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, Icec will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and all invoice(s) issued and delivered by the Recipient to Icec under this Letter Agreement may not exceed the TotallCaC Contribution, and the Icac Base Amount used to calculate the TotallceC Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and delivered to ICBC and the Recipient will ensure that any amount of GST payable by ICBC under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by Icec and ICBC is not liable to pay any interest on the TotallCaC Contribution.. 8. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICBC's role with respect to the Work is limited to providing the Total ICBC Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of Icac or its representatives hereunder, the Recipient acknowledges and agrees that Icac makes no representations, warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. 8.2 The Recipient agrees it will not bring any claims or proceedings whatsoever against ICBC for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision of this Letter Agreement, ICBC's liability under this Letter Agreement will not in any circumstances exceed the amount of the Total ICBC Contribution. 9, GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A. Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for, or incur any obligation on behalf of, the other Party. 9.3 This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement.

56 J 1 Page 53 of 78 RIP2017T Page Sc 9.6 This Letter Agreement will take priority over any purchase order. receipt. invoice or other transaction-related document that either Party Issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders. receipts, Invoices or transaction-related documents are binding on either Party. Please indicate the Recipient's understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized signatory sign this Letter Agreement as set out below, and return one signed copy to Icec at the following address: Attn: Manager, Road Improvement Program, Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, North Vancouver, BC, V7M 3H9. Yours truly, INSURANCE CORPORATION OF BRITISH COL.UMBIA Per: Paul de Leur. P.Eng. Ph.D'. Manager. Road Improvement Program READ. UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print). Title

57 Page 54 of 78 RIP Page 60t6 SCHEDULE A Effective: October 12,2017 RIP CONTRACT NO I Cost Element # r Internal Order #82080 FUNDING RECIPIENT: Location of Work: City I District I Town I Village I Corporation: Region: Work Description: 12 Ave 150B St Fraser Valley Region The upgrading of an existing overhead Signed & lit marked crosswalk with overhead pedestrian activated flashing lights. (The "Work") Notification Date: November 30, 2017 Completion Date: December31, 2017 Funding (CAD): Icac Base Amount: $ 3,000 Recipient Contribution: $ 37,000 Other Contribution: $ 0 Total PrOjected Cost: $ 40,000 ICBC Representative: David Hill, P.Eng., Road Safety Engineer Contact Infonnatlon: Recl~lent Contact: ICBC Contact: Insurance Corporation of British Columbia Attention: Gordon Botha, Attention: David Hill Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: Telephone: GBotha@delta.ca david.hil/@icbc.com

58 Page 55 of78 October 12,2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K3E2 Attention: Gordon Botha. P.Eng.. Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between the (the "Recipient") and Insurance Corporation of British Columbia ("ICBC") 1. BACKGRQUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the' Recipient and ICBC (collectively the "Parties", and each a "Party") ("Letter Agreement"), pursuant to which ICBC will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the ICBC 2017 Road Improvement Program, the objective of which is to improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and a" headings in this Letter Agreement are for reference only and do not define, limit or enlarge the scope or meanihg of this Letter Agreement or any of its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out In Schedule A as the Total Projected Cost. ICBC agrees to provide funding to the Recipient in accordance with the terms of this Letter Agreement for and in support of the Work up to the ICBC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST") (unless not applicable) (the "TotaIICSC Contribution"). 2.2 If the actual cost of the Work upon completion (the" Actual Cost") is less than the Total Projected Cost of the Work, the Parties agree that ICBC may, by providing the Recipient with written notice, reduce the ICBC Base Amount, as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICBC originally expected as a result of the Work. 2.3 ICBC is not responsible for any tax liability imposed on the ReCipient as a result of any funding or contribution provided under this Letter Agreement. Room 117,151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I

59 Page 56 of78 RIP Page 20f6 3. Icac REPRESENTATIVE AND RECOGNITION 3.1 Icac designates the individual identified in Schedule A as the Icac Representative, or such other individuals as Icac may designate from time to time by providing the Recipient with written notice of such change (the "ICBC Engineer"), to be ICSC's representative who will act as primary liaison between Icac and the Recipient in connection with the Work. 3.2 Icac is authorized to disclose the details of any funding provided by Icac to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and information regarding the proposed Work provided by the Recipient to ICSC (whether in oral or written form), and will ensure that the Work is completed by the Completion Date set out in Schedule A 4.2 On or before the Notification Date set out in Schedule A. if the Recipient knows or anticipates that the Work will not be completed by the Completion Date, the Recipient must provide the Icac Engineer with a written notice (a "Status Notice") stating: (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date, if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable. whether the Recipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however, Icac is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in connection with the Work (UReclpient Personnel"). The Recipient shall ensure that all Recipient Personnel have the required qualifications to carry out the Work and that the Work is performed in accordance with all applicable laws. 4.5 The Recipient shall indemnify and save harmless Icac and its directors, officers, employees, agents. consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and all claims, demands, actions, suits, proceedings, damages. losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION 5.1 Following the completion of the Work, for ICSC internal purposes and for the purpose set out in subsection 7.2, the Icec Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certification") if the Icac Engineer is satisfied the Work has been fully completed as required in this Letter Agreement. Room 117, 151 West Esplanade I North Vancouver I British Columbia I V7M 3H9 I

60 Page 57 of78 RIP Page 30f6 5.2 In certain limited circumstances following partial completion of the Work, for ICBC internal purposes and for the purpose set out in subsection 7.2, the ICBC Engineer may (in the ICBC Engineer's sole discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certification") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If the ICBC Engineer chooses to issue an internal Interim Completion Certification, the Recipient must, if requested by ICBC, agree to amend this Letter Agreement to extend the final Completion Date set out herein. 5.3 To assist the ICSC Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to ICSC (in a form and manner acceptable to ICBC) any reports, photographs, information, materials and other documentation reasonably requested by the ICBC Engineer with respect to the Work. 5.4 If the ICBC Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and as such does not issue an Interim Completion Certification, ICBC may request that the Recipient make improvements or modifications to the Work prior to the ICBC Engineer re-examining the Work to confirm partial completion. 5.5 If the ICBC Engineer is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, ICSC may either request that the ReCipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1 (c) below. 6. TERMINATION 6.1 ICSC has the option to terminate this Letter Agreement without payment of the Total ICBC Contribution to the Recipient hereunder (subject to any partial payments made in accordance with the terms of this Letter Agreement), by providing written notice of such termination to the Recipient, if the Recipient: (a)' provides ICSC with a Status Notice stating that the Recipient will not, or anticipates it will not, complete the Work by the Completion Date, (b) does not fully complete the Work by the Completion Date, (0) does not complete the Work as required in this Letter Agreement to the satisfaction of the ICBC Engineer, who as a result does not issue a Final Completion Certification, or (d) changes, or advises ICBC that it intends to change, the scope of the Work to an extent that ICSC determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mail or ) to the ICSC Contact identified in SoheduleA: (a) (b) if applicable as per subsection 5.2, an invoice following the partial completion of the Work, for that portion of the amount of the TotallCSC Contribution identified in advance by the ICSC Engineer, and an invoice following the completion of the Work.

61 Page 58 of78 RIP Page 4of6 As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the t~rms of this letter Agreement and the ICBC Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, ICBC will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and all invoice(s) issued and delivered by the Recipient to ICBC under this Letter Agreement may not exceed the TotallCBC Contribution, and the ICBC Base Amount used to calculate the TotallCBC Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and delivered to ICBC and the Recipient will ensure that any amount of GST payable by ICBC under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by ICBC and ICBC is not liable to pay any interest on the TotallCBC Contribution. 8. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICBC's. role with respect to the Work is limited to providing the Total ICBC Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of ICBC or its representatives hereunder, the Recipient acknowledges and agrees that ICBC makes no representations, warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. 8.2 The Recipient agrees it will not bring any claims or proceedings whatsoever against ICBC for. anything relating to or arising from the Work or this letter Agreement. Notwithstanding any other provision of this Letter Agreement, ICBC's liability under this Letter Agreement will not in any circumstances exceed the amount of the TotallCBC Contribution. 9. GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A. Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for, or incur any obligation on behalf of, the other Party. 9.3 This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument Signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this letter Agreement shall survive the termination of this Letter Agreement.

62 Page 59 of 78 RIP Page 50f8 9.6 This Letter Agreement will take priority over any purchase order, receipt, Invoice or other transaction-related document that either Party issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are binding an either Party. Please Indicate the Recipient's understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized Signatory sign this Letter Agreement as set out below,. and return one signed copy to ICsC at the following address: Attn: Manager, Road Improvement Program, Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, North Vancouver, Be, V7M 3H9. Yours truly, INSURANCE CORPORATION OF BRITISH COLUMBIA Per: I / Paul de L Uf, P.Eng., Ph.D. Manager, l oad Improvement Program READ, UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print) Title

63 Page 60 of 78 RIP Page 6 ofs SCHEDULE A Effective: October 12,2017 RIP CONTRACT NO I Cost Element 1481:)010 I Internal Order #62080 FUNDING RECIPIENT: Location of Work: City I District I Town I Village' Corporation: Region: Work Description: Corporation of Detta 112 Stl82 Ave Fraser Valley Region Traffic Signal Installation with UPS & Pedestrian Countdown Timers (The "Work") Notification Date: November 30, 2017 Completion Date: December 31,2017 Funding (CAD): ICBC Base Amount: $ 94,500 Recipient Contribution: $ 55,500 Other Contribution: $ 0 Total Projected Cost: $ 150,000 ICBC Representative: David Hill, P,Eng., Road Safety Engineer Contact Information: R!clglent Contact: ICBC Contact: Insurance Corporation of British Columbia Attention: Gordon Botha, Attention: David Hili Roads Engineer, Engineering Dept Road Safety Department 4500 Clarence Taylor Crescent Room West Esplanade Delta, BC, V4K 3E2 North Vancouver, BC, V7M 3H9 Telephone: 604w Telephone: GBotha@delta,ca david,hill@icbc.com

64 Page 61 of 78 October 12, 2017 RIP The Engineering Department 4500 Clarence Taylor Crescent Delta, BC V4K3E2 Attention: Gordon Botha. P.Eng.. Roads Engineer Dear Mr. Botha: Re: Road Improvement Agreement between "the (the "Recipient") and Insurance Corporation of British Columbia ("ICBC") 1. BACKGROUND AND INTERPRETATION 1.1 This letter (including any and all attached schedules) will serve as an agreement between the Recipient and ICBC (collectively the "Parties", and each a "Party") ("Letter Agreement"), pursuant to which ICBC will contribute to funding the Work (described and defined in Schedule A) in accordance with the terms and conditions contained herein. Funding under this Letter Agreement is provided as part of the ICBC 2017 Road Improvement Program, the objective of which Is to improve road safety for drivers, cyclists and pedestrians, reduce motor vehicle crashes and reduce claim costs. 1.2 This Letter Agreement is effective as of the date set out above on this first page. All capitalized terms that are not defined in the body of this Letter Agreement have the meanings set out in Schedule A attached hereto, and all headings in this Letter Agreement are for reference only and do not define. limit or enlarge the scope or meaning of this Letter Agreement or any of its provisions. 2. FUNDING 2.1 The Recipient anticipates the approximate total cost of the Work to be the amount set out in Schedule A as the Total Projected Cost. ICBC agrees to provide funding to the Recipient in accordance with the terms. of this Letter Agreement for and in support of the Work up to the ICBC Base Amount set out in Schedule A, plus Canadian federal Goods & Services Tax ("GST") (unless not applicable) (the "TotaIICBC Contribution"). '2.2 If the actual cost of the Work upon completion (the" Actual Coer) is less than the Total Projected Cost of the Work. the Parties agree that Icec may, by providing the Recipient with written notice, reduce the Icec Base Amount. as appropriate, based upon the amount of the difference between the Actual Cost and the Total Projected Cost of the Work and any related impact to the road safety benefit ICBC originally expected as a result of the Work. 2.3 ICBC is not responsible for any tax liability imposed on the Recipient as a result of any funding or contribution provided under this Letter Agreement.

65 Page 62 of78 RIP Page 20f6 3. Icec REPRESENTATIVE AND RECOGNITION 3.1 ICSC designates the individual identified in Schedule A as the ICSC Representative, or such other individuals as ICSC may designate from time to time by providing the Recipient with written notice of such change (the wlcbc Engineer"), to be ICSC's representative who will act as primary liaison between ICSC and the Recipient in connection with the Work. 3.2 ICSC is authorized to disclose the details of any funding provided by ICSC to the Recipient under this Letter Agreement for any and all promotional and regulatory purposes. 4. RECIPIENT'S OBLIGATIONS 4.1 The Recipient shall ensure the Work is completed in accordance with the details and information regarding the proposed Work provided by the Recipient to ICSC (whether in oral or written form), and will ensure that the Work is completed by the Completion Date set out in Schedule A. 4.2 On or before the Notification Date set out in Schedule A, if the Recipient knows or anticipates that the Work will not be completed by the Completion Date, the Recipient must provide the ICSC Engineer with a written notice (a "Status Notlce n ) stating: (a) (b) (c) the Recipient knows or anticipates the Work will not be completed by the Completion Date, if the Recipient has commenced the Work, the estimated percentage of uncompleted Work, and if applicable, whether the Recipient requests an extension of the Completion Date. The Parties may mutually agree to amend this Letter Agreement to extend the Completion Date set out herein; however, ICSC is under no obligation to agree to a request made by the Recipient for such extension. 4.3 The Recipient shall arrange for, manage, control and oversee all aspects of the Work, including without limitation, the design, construction and ongoing maintenance of the Work. 4.4 The Recipient is fully responsible for any and all persons and entities it employs or engages in connection with the Work ("Recipient Personnel"). The Recipient shall ensure that all Recipient Personnel have the required qualifications to carry out the Work and that the Work is performed in accordance with all applicable laws. 4.5 The Recipient shall indemnity and save harmless ICSC and its directors, officers, employees, agents, consultants, contractors, personnel, representatives, successors and permitted assigns from and against any and all claims, demands, actions, suits, proceedings, damages, losses, costs and expenses (including, without limitation, reasonable legal fees and disbursements) that arise in any way from the Work or this Letter Agreement. 5. COMPLETION CONFIRMATION 5.1 Following the completion of the Work, for ICSC internal purposes and for the purpose set out in subsection 7.2, the Icec Engineer will issue an internal completion certification in respect of the Work (a "Final Completion Certification") if the ICSC Engineer is satisfied the Work has been fully completed as required in this Letter Agreement.

66 Page 63 of78 RIP Page 30f6 5.2 In certain limited circumstances following partial completion of the Work, for Icec internal purposes and for the purpose set out in subsection 7.2, the Icec Engineer may (in the Icec Engineer's sole discretion after discussion with the Recipient) choose to issue an interim or partial completion certification in respect of the Work (an "Interim Completion Certlflcation") if the Engineer is satisfied the Work has been partially completed as required in this Letter Agreement. If the ICBC Engineer chooses to issue an internal Interim Completion Certification, the Recipient must. if requested by ICeC, agree to amend this Letter Agreement to extend the final Completion. Date set out herein. 5.3 To assist the ICBC Engineer in determining whether to issue a Final Completion Certification or an Interim Completion Certification, the Recipient shall promptly produce and deliver to ICBC (in a form and manner acceptable to ICBC) any reports, photographs, information, materials and other documentation reasonably requested by the ICSC Engineer with respect to the Work. 5.4 If the ICBC Engineer is not satisfied the Work has been partially completed as required in this Letter Agreement and as such does not Issue an Interim Completion Certification, Icec may request that the Recipient make improvements or modifications to the Work prior to the ICSC Engineer re-examining the Work to confirm partial completion. 5.5 If the ICSC Engineer Is not satisfied the Work has been fully completed as required in this Letter Agreement and as such does not issue a Final Completion Certification, ICBC may either request that the Recipient make improvements or modifications to the Work prior to the ICBC Engineer re-examining the Work to confirm full completion, or terminate this Letter Agreement as set out in paragraph 6.1(c) below. 6. TERMINATION 6.1 ICBC has the option to terminate this Letter Agreement without payment of the Total Icec Contribution to the Recipient hereunder (subject to any partial payments made in accordance with the terms of this Letter Agreement), by providing written notice of such termination to the ReCipient, if the Recipient: (a) (b) (c) (d) provides ICSC with a Status Notice stating that the Recipient will not, or anticipates it will not. complete the Work by the Completion Date, does not fully complete the Work by the Completion Date, does not complete the Work as required in this Letter Agreement to the satisfaction of the ICSC Engineer, who as a result does not issue a Final Completion Certification, or changes, or advises ICSC that it intends to change, the scope of the Work to an extent that ICSC determines (acting reasonably) that such changes will have a material adverse effect or impact on the intended improvement(s) to road safety resulting from the Work. 7. INVOICES AND PAYMENT 7.1 The Recipient shall issue and deliver (by regular mail or ) to the Icec Contact identified in Schedule A: (a) (b) if applicable as per subsection 5.2, an invoice following the partial completion of the Work, for that portion of the amount of the Total ICSC Contribution identified in advance by the ICBC Engineer, and an Invoice following the completion of the Work.

67 Page 64 of78 RIP Page 4o~6 As applicable, the Recipient must specify on any invoice issued and delivered hereunder whether the invoice is an 'interim' or 'final' invoice. 7.2 Subject to the terms of this Letter Agreement and the ICSC Engineer issuing either a Final Completion Certification or (if applicable) an Interim Completion Certification in respect of the Work, ICSC will pay the applicable invoice(s) issued and delivered by the Recipient. The aggregate amount of any and all invoice(s) issued and delivered by the Recipient to ICSC under this Letter Agreement may not exceed the Total ICSC Contribution, and the ICSC Sase Amount used to calculate the TotallCSC Contribution may not exceed the Actual Cost of the Work. 7.3 If applicable, the Recipient will quote its GST registration number on any invoice issued and. delivered to ICSC and the Recipient will ensure that any amount of GST payable by ICSC under applicable laws is calculated and presented as a separate line item on such invoice. 7.4 Payment terms are net sixty (60) days from receipt of an invoice by ICSC and ICSC is not liable to pay any in~erest on the TotallCSC Contribution. S. NO WARRANTY AND WAIVER 8.1 The Recipient acknowledges and agrees that under this Letter Agreement, ICSC's role with respect to the Work is limited to providing the Total ICSC Contribution to the Recipient. Notwithstanding any provision of this Letter Agreement or any actions of ICSC or its representatives hereunder, the Recipient acknowledges and agrees that ICSC makes no representations, warranties or assurances whatsoever, express or implied, concerning the Work or otherwise with respect to the subject matter of this Letter Agreement. 8.2 The Recipient agrees it will not bring any claims or proceedings whatsoever against ICSC for anything relating to or arising from the Work or this Letter Agreement. Notwithstanding any other provision of this Letter Agreement, ICSC's liability under this Letter Agreement will not in any circumstances exceed the amount of the TotallCSC Contribution. 9. GENERAL TERMS 9.1 All notices, communications and other correspondence required or permitted under this Letter Agreement must be in writing and be delivered to the other Party at the address or address set out in the 'Contact Information' section of Schedule A. Either Party may change its contact information by providing written notice to the other Party. 9.2 Nothing in this Letter Agreement or any actions of the Parties hereunder, creates an agency relationship, partnership, joint venture, employer/employee relationship or similar relationship between the Parties. Neither Party has the power to bind, contract for, or incur any obligation on behalf of, the other Party This Letter Agreement (as may be amended from time to time) constitutes the entire understanding and agreement between the Parties with respect to the subject matter of this Letter Agreement, and supersedes all prior communications, discussions, agreements and understandings (oral or written) between the Parties as to the subject matter of this Letter Agreement. 9.4 Unless otherwise permitted under this Letter Agreement, this Letter Agreement can only be amended by a written instrument signed by both Parties. 9.5 Rights and obligations which, by their nature, extend beyond the end of this Letter Agreement shall survive the termination of this Letter Agreement.

68 Page 65 of 78 RIP Page 50f6 9.6 This Letter Agreement will take priority over any purchase order, receipt, invoice or other "transaction-related document that either Party Issues in connection with this Letter Agreement, and the Parties agree that none of the terms of such purchase orders, receipts, invoices or transaction-related documents are binding on either Party. Please indicate the Recipient's understanding and acceptance of the terms and conditions of this Letter Agreement by having an appropriate authorized signatory sign this Letter Agreement as set out below, and return one signed copy to Icec at the following address: Attn: Manager, Road Improvement Program, Insurance Corporation of British Columbia, Room 117, 151 West Esplanade, North Vancouver, BC, V7M 3H9. Yours truly, INSURANCE CORPORATION OF BRITISH COLUMBIA Per: Paul de leur, P.En"., Ph.D. Manager, Road Improvement Program READ, UNDERSTOOD AND AGREED by: Per its authorized signatory: Signature Name (please print) Title 1