COOPERATION AND DEVELOPMENT AGREEMENT (Royal Roads University and City of Langford)

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 cooperation and development agreement, including all schedules attached hereto;

(b) "Assignment Agreement" has the meaning assigned thereto in Recital B;

(c) "Business Day" means any day which is not a Saturday, Sunday or statutory holiday in the Province of British Columbia;

(d) "Council" means the duly elected council of the City from time to time;

(e) "Downtown Core" means the downtown core of the City in the vicinity of the Project, which includes the Lands and the immediately surrounding areas;

(f) "Innovation Hub" means that part of Phase 1 which it is anticipated will have an area of approximately 4,000 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, provided that if Lot 3 is purchased by the City, the "Lands" will thenceforth not include Lot 3;

(h) "Leaseback" has the meaning assigned thereto in the Assignment Agreement;

(i) "Lot 3" means that portion of the Lands described as that part of Lot D on Plan of Subdivision EPP81038 that was previously shown as Lot 3 on Plan 3544, as shown on Schedule B to the Assignment Agreement;

(j) "Parking Agreement" has the meaning assigned thereto in Recital J;

(k) "Phase" means a phase in the development and construction of the Project, and includes Phase land any Subsequent Phase of the development and construction of the Project;

(l) "Phase 1" has the meaning assigned thereto in Recital C;

(m) "Phased Development Agreement" has the meaning assigned thereto in Recital I;

(n) "Project" has the meaning assigned thereto in Recital C;

(o) "Purchase Agreement" has the meaning assigned thereto in Recital A;

(p) "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;

(q) "Subsequent Phase" means any Phase that is not Phase 1; and

(r) "Vendor" means the Bishop of Victoria as vendor under the Purchase Agreement and, where appropriate, includes Our Lady of the Rosary Catholic Church and its parishioners.

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 Recital K or any term or condition of this Agreement which contemplates future approvals of Council, 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,

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.

PART 2 — CITY'S COVENANTS

2.1 With the intention of benefiting the Project, the City covenants and agrees with RRU to provide the following in connection with the Project:

(a) provide reasonable resources for the operation of the Innovation Hub, including no less than $1,500,000 (payable in instalments of $150,000 on April 1 each year after the Innovation Hub is constructed and ready for occupation);

(b) encourage the operators of municipal recreational facilities within the City of Langford to offer students, staff and faculty at the Project opportunities to use such municipal recreational facilities at reduced rates and include requirements relating thereto in all future agreements with operators of such facilities;

(c) without in anyway derogating from their duties and discretions, instruct City staff to:

(i) review and consider the implications and requirements and make recommendations which would be advisable for:

• (A) the Phased Development Agreement and the Parking Agreement to be settled; and
• (B) to clarify, and if required by RRU, acting reasonably, for the purposes of the Project, amend parking bylaw requirements and the Section 219 Covenant (with respect to its requirements for a pedestrian plaza and pedestrian 2.0 meter connection),

in order to permit the Project to proceed and to consult with RRU and its advisors in this regard; and

(ii) expedite the City's approval processes required by RRU or other post-secondary institutions involved in the Project in connection with the Project and each Phase thereof, including the City's issuance of any building, demolition, development or other permits, provided always that such permits will be issued in accordance with all applicable enactments.

PART 3 — RRU'S COVENANTS

3.1 In consideration for the City providing assistance in connection with the Project as set out in Section 2.1, RRU covenants and agrees with the City to:

(a) undertake Phase 1 following the purchase of the Lands by RRU in a timely manner consistent with the standards of a publicly funded university in British Columbia, subject to available funding and subject to the terms of any Leaseback and any amendments thereto that may be agreed to by the Vendor;

(b) as appropriate in conjunction with the development and construction of the Phases and subject to the terms of any Leaseback and any amendments thereto that may be agreed to by the Vendor, provide the following, 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

(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, 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 — MUTUAL COVENANTS

4.1 The parties mutually covenant and agree with each other, both acting reasonably and in good faith:

(a) if either party notifies the other of any error, omission or issue with this Agreement, the Purchase Agreement and/or the Assignment Agreement, or if any problems arise in connection with the acquisition of the Lands pursuant to the Purchase Agreement and/or Assignment Agreement, to make reasonable commercial efforts to resolve such problems promptly through good faith negotiations with each other and with the Vendor, as applicable;

(b) to fulfill their respective obligations under the Assignment Agreement and under the Purchase Agreement as assigned to RRU by the Assignment Agreement;

(c) to negotiate the terms and conditions of a Phased Development Agreement in relation to the Lands, which if approved by Council (in its discretion), will contemplate the development of the Project in Phases, the order and timing of such Phases, the relationship of each Phase to any developments undertaken on lands adjacent to the Lands, that the existing uses and other relevant provisions of the current zoning bylaws of the City which apply to the Lands will not be amended without agreement of RRU and such other matters as the parties may agree and as are permitted by Division 12 of the Local Government Act (British Columbia), the intention being that the parties will take the steps necessary to permit a Phased Development Agreement to be negotiated between the parties and approved by Council by no later than December 6, 2021;

(d) to negotiate the terms and conditions of a Parking Agreement in relation to the Lands, which if approved by Council (in its discretion), will contemplate the provision by the City of up to 337 offsite parking stalls for use, whether exclusive or non-exclusive, by RRU and its faculty, staff and students within 150 metres of the perimeter of the Lands so as to permit the Project to be completed with an aggregate area of not less than 150,000 square feet on the basis that no part of the Project will have more than one level of subgrade parking, the intention being that the parties will take the steps necessary to permit the Parking Agreement to be negotiated between the parties and approved by Council by no later than December 6, 2021;

(e) to work cooperatively with the Vendor to resolve any concerns or objections of the Vendor in relation to the Leaseback(s) on terms and conditions in respect thereof such that the continued occupation by the Vendor of premises on the Lands during the two year period following the purchase of the Lands by the Assignee does not interfere with or delay RRU from commencing Phase 1 or any Subsequent Phase of the Project;

(f) to endeavour to undertake design and construction of all improvements on the Lands and any adjoining lands owned by the City in an efficient manner that has due regard for the design and objectives of the Project and any project of the City on adjoining Lands and which where appropriate, permits reasonable access and integration of amenities between the Project and any project of the City;

(g) to consider and, where appropriate, support initiatives for improved public transportation, pedestrian and bicycle access, electrical vehicle charging and other matters which will permit the Project and any adjoining project of the City to be undertaken in a sustainable manner; and

(h) generally, to work cooperatively with each other in relation to the Project and the revitalization of the Downtown Core and to regularly participate in meetings and discussions with each other in order to achieve the parties' objectives with respect thereto.

4.2 The parties acknowledge and agree that the Phased Development Agreement and the Parking Agreement may be contained in a single instrument. They further acknowledge and agree that the Phased Development Agreement and the Parking Agreement, if agreed and approved by Council will supersede this Agreement to the extent of any provision contained herein that is addressed in the Phased Development Agreement or the Parking Agreement.

PART 5 — TERMINATION

5.1 This Agreement will terminate or expire on the termination date specified in any written agreement between the parties in which they agree to terminate this Agreement.

5.2 The parties acknowledge and agree that if either or both of the Phased Development Agreement and the Parking Agreement have not been entered into by December 6, 2021, the parties will meet promptly thereafter with the intention of resolving any disagreements or other matters that are preventing the settling of one or both of such agreements or, if such disagreements or other matters cannot be resolved, to consider what action may be appropriate in the circumstances in relation to the Project and the City's plans to revitalize the Downtown Core.

PART 6 — RELEASES

6.1 Except as may be caused by the negligent act or omission of the City or breach of any obligation of the City under this Agreement by any person for whom the City is in law responsible, the City will not be liable or responsible in any way for any loss or injury that may be sustained by RRU or for any loss or injury sustained by any employee, agent or independent contractor of RRU or any other person who may be upon the Lands, or for any loss of or damage or injury to property belonging to or in the possession of RRU or any employee, agent or independent contractor of RRU or any other person.

6.2 Except as may be caused by the negligent act or omission of RRU or breach of any obligation of RRU under this Agreement by any person for whom RRU is in law responsible, RRU will not be liable or responsible in any way for any loss or injury that may be sustained by the City or for any loss or injury sustained by any employee, agent or independent contractor of the City or any other person who may be upon the Lands, or for any loss of or damage or injury to property belonging to or in the possession of the City or any employee, agent or independent contractor of the City or any other person.

PART 7 — MISCELLANEOUS

7.1 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 or the Assignment 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.

7.2 The provisions herein contained, together with the Assignment Agreement, constitute the entire agreement between the parties in relation to the matters contemplated by this Agreement and the Assignment Agreement 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 and the Assignment Agreement.

7.3 No supplement or amendment, modification or waiver or termination of this Agreement will be binding unless executed in writing by both parties hereto.

7.4 No condoning, excusing or waiver by any 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.

7.5 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.

7.6 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 and Chief Financial Officer
Email: cheryl.eason@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:
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).

7.7 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.

7.8 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.

7.9 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):
I/we have authority to bind RRU

CITY OF LANGFORD
by its authorized signatory(ies):