City of Langford Phased Development Agreement Bylaw

 
 
CITY OF LANGFORD 
 
PHASED DEVELOPMENT AGREEMENT BYLAW NO. 2058 
 
A Bylaw To Enter Into A Phased Development Agreement 
 
 
WHEREAS under Section 516 of the Local Government Act a municipality may enter into a phased 
development agreement with the owner of land;  
 
AND WHEREAS Council has considered the bylaw in conjunction with the Official Community Plan;  
 
NOW THEREFORE, the Council of the City of Langford, in open meeting assembled, enacts as follows:  
 
1.  If any section, subsection, sentence, clause or phrase of this Bylaw is for any reason held to be 
invalid by a court of competent jurisdiction, the invalid portion shall be severed and the holding 
of invalidity shall not affect the validity of the remainder of the Bylaw.  
 
2. The City enters into, and the Mayor and Corporate Officer are authorized to execute, that certain 
form of phased development agreement attached to and forming part of this bylaw as Appendix 
“A”.  
 
3.  This Bylaw may be cited for all purposes as, "City of Langford Phased Development Agreement 
Bylaw No. 2058, 2022".  
 
READ A FIRST this 15th day of August, 2022.  
 
PURSUANT TO THE LOCAL GOVERNMENT ACT, NOTICE WAS ADVERTISED ON    and     , 2022.  
 
PUBLIC HEARING was held on this     day of     , 2022.  
 
READ A SECOND TIME this    day of    , 2022. 
 
READ A THIRD TIME this      day of     , 2022. 
 
ADOPTED THIS      day of     , 2022. 
 
 
 
 
 
PRESIDING COUNCIL MEMBER 
CORPORATE OFFICER 
 
 
 
 
 
 
 
 
 
Appendix A 
 

 
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PHASED DEVELOPMENT AGREEMENT 
THIS AGREEMENT dated for reference as of the Effective Date. 
BETWEEN: 
ROYAL ROADS UNIVERSITY  
(“RRU”) 
AND: 
CITY OF LANGFORD 
(the “City”) 
WHEREAS: 
A. 
RRU is the owner in fee simple of the lands legally described as: 
PID: 030-498-805 
Lot A Section 72 Esquimalt District Plan EPP81038 
PID: 031-625-363 
Lot 1 Section 72 Esquimalt District Plan EPP117679 
(collectively, the “Lands”); 
B. 
RRU intends to construct the Project (as defined herein) on the Lands over time in Phases (as 
defined herein);  
C. 
It is anticipated that the Phases (as defined herein) will comprise a gross floor area of 
approximately 315,000 square feet and the Phases will proceed generally in accordance with the 
site plan attached as Schedule A hereto, subject to available funding and as may subsequently be 
negotiated between the City and RRU;  
D. 
The City and RRU entered into a cooperation and development agreement dated June 25, 2021 
(the “Cooperation and Development Agreement”) in which the parties agreed among other 
things, that they would negotiate, and if approved by the parties in accordance with their 
respective governance procedures and the Local Government Act (British Columbia), that they 
would enter into a phased development agreement (a “Phased Development Agreement”) 
pursuant to section 516 of the Local Government Act to provide, among other things, that any 
amendments or repeals of specified zoning bylaw provisions and/or specified subdivision 
servicing bylaw provisions of the City will not apply to the Lands for the term of the Phased 
Development Agreement unless RRU otherwise agrees in writing; and 
E. 
In accordance with section 516 of the Local Government Act, Council for the City of Langford 
adopted Bylaw No. 2058 authorizing the City to enter into this Agreement.   
NOW THEREFORE in consideration of $1.00 now paid by RRU to the City, the covenants and agreements 
of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of 
which is hereby acknowledged, the parties covenant and agree as follows: 

 
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PART 1 
DEFINITIONS AND INTERPRETATIONS 
1.1 
For the purpose of this Agreement, the following words or phrases will have the following 
meanings: 
(a) 
“Agreement” means this phased development agreement, including all schedules 
attached hereto; 
(b) 
“Business Day” means any day which is not a Saturday, Sunday or statutory holiday in 
the Province of British Columbia; 
(c) 
“Cooperation and Development Agreement” has the meaning assigned thereto in 
Recital B; 
(d) 
“Council” means the duly elected council of the City from time to time; 
(e) 
“Effective Date” means ________, 2022; 
(f) 
“Innovation Hub” means that part of Phase 1 which is anticipated to have a gross floor 
area of approximately 1,800 square feet and which will serve as a place for industry to 
connect with entrepreneurs, learners and investors alike, and which will feature state-
of-the-art connectivity, maker space, hot desks, meeting rooms and informal lounges 
and at which RRU and other post-secondary institutions will contribute their expertise 
and resources  to serve a wide segment of the local population and at which early-stage 
support plans may be developed to help entrepreneurs bring their innovative ideas to 
market; 
(g) 
“Lands” has the meaning assigned thereto in Recital A; 
(h) 
“Permitted Assignee” means any university, college or institute that is funded by the 
Government of British Columbia and any other person to whom RRU may assign this 
Agreement, if approved by the City; 
(i) 
“Phase” means a phase in the development and construction of the Project, and 
includes Phase 1 and any Subsequent Phase of the development and construction of 
the Project; 
(j) 
“Phase 1” means the first Phase of the Project, including a building of approximately 
103,527 square feet in gross floor area which will include the Innovation Hub; 
(k) 
“Project” means the construction of buildings and improvements that will provide 
educational services and related activities, including a West Shore post-secondary 
campus that leverages the existing infrastructure of RRU and other post-secondary 
institutions, and the Innovation Hub;  
(l) 
“PSA” has the meaning assigned thereto in Section 2.2; 
(m) 
“Section 219 Covenant” means the covenant under section 219 of the Land Title Act 
registered on title to the Lands under charge number CA6773040 granted in favour of 
the City; 

 
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(n) 
“Specified Zoning Bylaw Provisions” means section 6.44B of the Langford Zoning 
Bylaw, 1999 which permits Community Town Centre Pedestrian 9 (C9) Zone; 
(o) 
“Subsequent Phase” means any Phase that is not Phase 1. 
1.2 
The headings of the Parts, paragraphs and sections herein contained are not intended to limit, 
extend or be considered in the interpretation of the meaning of this Agreement or any particular 
Part, paragraph or section hereof and have been inserted for convenience of reference only. 
1.3 
The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this 
Agreement as a whole and not to any particular Part, paragraph or section of this Agreement, 
unless otherwise specified.  All references to Parts, paragraphs or sections in this Agreement 
refer to the relevant Part, paragraph or section of this Agreement or a Schedule to this 
Agreement (if so specified). 
1.4 
Time is of the essence of this Agreement and remains of the essence in respect of any extension 
of time given. 
1.5 
Words importing the singular include the plural and vice versa.  Words importing a particular 
gender include all genders. 
1.6 
The words “include”, “includes” and “including” are to be construed as meaning “include, 
without limitation”, “includes without limitation” and “including, without limitation” 
respectively. 
1.7 
The words “will” and “shall” are synonymous with each other and are used interchangeably to 
designate a mandatory requirement or obligation, as applicable. 
1.8 
Each provision of this Agreement will be valid and enforceable to the fullest extent permitted 
by law.  If any provision of this Agreement is held to be invalid or unenforceable or illegal to any 
extent, such provision will be severed and such invalidity, unenforceability or illegality will not 
prejudice any other provision of this Agreement.  If any provision of this Agreement is held to 
be invalid, unenforceable or illegal, the parties will endeavour promptly and in good faith to 
negotiate new provisions to eliminate the invalidity, unenforceability or illegality and to restore 
this Agreement as nearly as possible to its original intent and effect. 
1.9 
Notwithstanding any term or condition of this Agreement which contemplates future approvals 
of Council, but subject to Section 2.1, this Agreement does not: 
(a) 
affect or limit the discretion, rights, duties or powers of the City or the approving officer 
of the City under the common law or any statute, bylaw or other enactment nor does 
this Agreement create or give rise to any implied obligations concerning such 
discretionary rights, duties or powers; 
(b) 
affect or limit the common law or any statute, bylaw or other enactment applying to 
the Lands; or 
(c) 
relieve a party to this Agreement from complying with any applicable common law 
requirement or statute, bylaw or other enactment, 

 
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and, for greater certainty, if any term or condition of this Agreement is held as doing any of the 
foregoing, Section 1.8 will apply to such term or condition. 
1.10 
Any reference to a statute or other enactment refers to such statute or enactment as in effect 
at the time of reference and includes any statute or enactment which amends, consolidates, or 
replaces the same and extends to any subordinate legislation, regulation or other enactment 
thereunder. 
1.11 
This Agreement applies to the Lands, including any parcels of land into which the Lands may be 
subdivided.  This Agreement applies to the Lands and to no other land. 
PART 2 
BYLAW AMENDMENTS DO NOT APPLY 
2.1 
For the term of this Agreement as set out in Section 2.3, any amendment or repeal of the 
Specified Zoning Bylaw Provisions will not apply to the Lands or the Project, except: 
(a) 
as provided in section 516(6) of the Local Government Act; or 
(b) 
to the extent that RRU or a Permitted Assignee of RRU’s interest under this Agreement 
in relation to the Lands agrees in writing that the amendment or repeal will apply to all 
or part of the Lands. 
2.2 
For certainty, the parties agree that if, pursuant to the Offer to Purchase and Purchase and Sale 
Agreement between the parties dated for reference October 4, 2021 (the “PSA”), RRU transfers 
the Subdivided Lot, as that term is defined in the PSA, to the City, Section 2.1of this Agreement 
shall not apply to that portion of the Lands comprised of the Subdivided Lot.   
2.3 
The Term of this Agreement is ten years from the Effective Date. 
PART 3 
RRU’S COVENANTS 
3.1 
RRU covenants and agrees with the City to:  
(a) 
undertake Phase 1 in a timely manner consistent with the standards of a publicly funded 
university in British Columbia, subject to available funding; 
(b) 
as appropriate in conjunction with the development and construction of the Phases and 
as required by the Section 219 Covenant (subject to any amendments thereto that may 
be approved by Council and agreed by RRU): 
(i) 
construct a 2.0m wide pedestrian connection between Peatt Road and Claude 
Road; 
(ii) 
construct and install a pedestrian plaza; 
(iii) 
implement the recommendations of a Traffic Impact Assessment (TIA) in relation 
to access to and egress from the Project; 
(iv) 
complete construction of all improvements comprised in the Project so as to 
meet the requirements of Bylaw 1000 of the City; and 

 
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(v) 
provide and implement a storm water management plan for the Project, all to the 
satisfaction of the City and/or its designated personnel; 
(c) 
adhere to the Section 219 Covenant (as it may be amended) and the zoning 
requirements for the Lands (including the Specified Zoning Bylaw Provisions), insofar as 
they relate to the Project and the development and construction of the Phases therein; 
and 
(d) 
undertake Subsequent Phases, subject to the availability of funding therefor (from both 
a capital and operating funding perspective) and the sufficiency of demand for post-
secondary education within the West Shore region of Victoria, all as determined by RRU 
in its sole and absolute discretion. 
PART 4 
OTHER AGREEMENTS 
4.1 
This Agreement satisfies the obligations of the parties hereto set out in the Cooperation and 
Development Agreement to negotiate the terms and conditions of a phased development 
agreement with respect to the Lands. 
4.2 
To the extent that any provision of this Agreement contradicts or is inconsistent with the 
Cooperation and Development Agreement, this Agreement supersedes the Cooperation and 
Development Agreement. 
4.3 
Except as set out in Section 4.2, nothing in this Agreement affects any other agreement between 
the parties (including the Cooperation and Development Agreement) or any right or obligation 
of either party hereto. 
 
PART 5 
MISCELLANEOUS 
5.1 
The parties disclaim any intention to create a partnership or joint venture or to constitute either 
of them the agent of the other and nothing contained in this Agreement will be construed to 
constitute either party a partner, joint venturer, agent, or legal representative of or with the 
other. Neither party will have, or represent that it has the authority or power to act for or to 
undertake or create any obligations or responsibilities, express or implied, on behalf of, or in 
the name of the other. 
5.2 
The parties acknowledge that paragraph 6.44B.05(2) of the Specified Zoning Bylaw Provisions 
provides that lot coverage of all buildings and structures on the Lands may not be less than 40% 
(the “Lot Coverage Threshold”). Further, the parties acknowledge that the Project will not meet 
the Lot Coverage Threshold until some or all of the Subsequent Phases are complete. 
Notwithstanding the foregoing, for any period of time prior to the Project coming into 
compliance with the Lot Coverage Threshold, the City will not enforce the Lot Coverage 
Threshold or exercise any rights or remedies against RRU in connection therewith and RRU will 
be deemed to be in compliance with paragraph 6.44B.05(2) of the Specified Rezoning Bylaw 
Provisions, provided that the Project ultimately meets the Lot Coverage Threshold on or prior 
to completion. 

 
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5.3 
The provisions herein contained constitute the entire agreement between the parties in relation 
to the Specified Zoning Bylaw Provisions and supersede all previous communications, 
representations, and agreements, whether oral or written, between the parties with respect to 
the subject matter hereof, there being no representations, warranties, terms, conditions, 
undertakings, or collateral agreements (express, implied, or statutory), between the parties 
other than as expressly set forth in this Agreement in relation to the Specified Zoning Bylaw 
Provisions.   
5.4 
No supplement or amendment, modification or waiver or termination of this Agreement will be 
binding unless executed in writing by both parties hereto. 
5.5 
No condoning, excusing or waiver by either party hereto of any default, breach or non-
observance by either party hereto at any time or times in respect of any covenant, proviso or 
condition herein contained will operate as a waiver of that party’s rights hereunder in respect 
of any continuing or subsequent default, breach or non-observance, or so as to defeat or affect 
in any way the rights of that party in respect of any such continuing or subsequent default, 
breach or non-observance, and no waiver will be inferred from or implied by anything done or 
omitted to be done unless such waiver is in writing. 
5.6 
The parties will do all things and execute all documents as may be reasonably necessary to give 
proper effect to the intention of this Agreement.   
5.7 
Any notice required or permitted to be given under this Agreement will be in writing and may 
be given by means of electronic communication capable of producing a printed copy, or sending 
by prepaid registered mail posted in Canada, the notice to the following address or number: 
 
If to RRU: 
 
ROYAL ROADS UNIVERSITY 
2005 Sooke Road 
Victoria BC  V9B 5Y2 
 
Attention:  
Vice President Finance and Operations 
Email:         
vpfo@royalroads.ca 
 
 
 with a copy to: 
 
 
Clark Wilson LLP 
900-885 West Georgia Street 
Vancouver BC  V6C 3H8 
 
Attention:  
Sam Shury 
Email:   
sshury@cwilson.com 
 
If to the City: 

 
Bylaw No. 2058 
 
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CITY OF LANGFORD 
2nd Floor, 877 Goldstream Avenue 
Langford BC  V9B 2X8 
Attention:  
Chief Administrative Officer 
Email:         
dkiedyk@langford.ca  
 
with a copy to: 
 
Young Anderson LLP 
1618-808 Nelson Street 
Box12147 Nelson Square 
Vancouver BC  V6Z 2H2 
 
Attention:  Joe Scafe 
Email: 
 scafe@younganderson.ca 
(or to such other address or number as either party may specify by notice in writing to the 
other party). 
5.8 
Any notice or other communication delivered or sent by means of electronic communication 
capable of producing a printed copy before 5:00 pm on a Business Day will be deemed 
conclusively to have been effectively given on the day the notice or communication was 
delivered or sent to the email address set out above, as the case may be and, if delivered or 
sent after 5:00 pm on a Business Day, will be deemed conclusively to have been received on the 
next following Business Day. 
5.9 
Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively 
given on the third Business Day after posting; but if at the time of posting or between the time 
of posting and the third Business Day thereafter there is a strike, lockout, or other labour 
disturbance affecting postal service, then the notice will not be effectively given until actually 
delivered. 
5.10 
This Agreement may be executed in counterparts and delivered by means of electronic 
communication capable of producing a printed copy, and when each party hereto has executed 
and delivered a counterpart of this Agreement to the other party hereto or their solicitors, each 
such counterpart will be deemed to be one and the same agreement, and notwithstanding the 
actual date of execution and delivery by the parties, this Agreement will be effective as of the 
Effective Date.  
IN WITNESS WHEREOF the parties have executed this Agreement. 
ROYAL ROADS UNIVERSITY 
by its authorized signatory(ies): 
 
 
 
 
 
 

 
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I/we have authority to bind RRU 
CITY OF LANGFORD 
by its authorized signatory(ies):  
 
 
 
 
 
 
 
 
 
 
 
I/we have authority to bind the City 
 
 

 
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SCHEDULE A 
OUTLINE OF PHASING FOR THE PROJECT