REPORT TO

MAYOR AND COUNCIL

PRESENTED: JULY 20, 2009 - SPECIAL MEETING REPORT: 09-110

FROM: RECREATION, CULTURE, AND PARKS FILE: 7710-01
SUBJECT: FACILITY RENTAL AGREEMENT – SPORTSPLEX MANAGEMENT LTD.

RECOMMENDATION(S):
That Council authorize a 5-year Facility Rental Agreement with Sportsplex Management Ltd.
from September 1, 2009 until August 31, 2014 for the provision of ice and dry floor facilities for
subsidized allocation to Township of Langley community sport organizations; and further

That Council authorize budget increases to the Recreation, Culture, and Parks base budgets for
2010-2013 as outlined in the report.

EXECUTIVE SUMMARY:
The Township manages relationships with the private sector that provide sufficient ice and dry
floor time to meet the needs of Langley’s community sport organizations. The majority of ice
and dry floor hours are provided at the Township-owned Aldergrove Community Arena and
George Preston Recreation Centre utilizing Canadian Recreation Excellence Corporation (“Rec
Ex”) as our service deliverer, and through a rental agreement with the Sportsplex Management
Limited for community use of the privately owned Sportsplex, located in Walnut Grove.

Recently Council approved an extension and modification agreement with Rec Ex to operate the
Township owned arenas from April 8, 2009 until June 30, 2013.

The Township’s most current agreement with Sportsplex expired on March 31, 2009. Staff have
negotiated a new 5-year facility rental agreement with Sportsplex Management Ltd. to take
effect on September 1, 2009 and to terminate on August 31, 2014 for the continued provision of
subsidized ice and dry floor for Township of Langley community sport organizations.

Some of the highlights of the proposed agreement are:

• The “ice season” has been re-defined to be 26 weeks in duration (from 25 weeks)
• An additional13 hours of weekly prime time dry floor time for the Township’s ball hockey
and lacrosse user groups has successfully been negotiated
• Sportsplex will only be pre-authorized to allocate the minimum 105 hours per week
during the ice season thereby providing the Township with more budget certainty. The
Township has the option to increase the number of hours to 115 per week should
demand increase and additional budget funding be secured
• The number of “Prime Time” hours has been increased from 89 to 95 hours per week
during ice season, as a portion of the total number of hours
• This proposed agreement places additional controls on the ability of Sportsplex to raise
user fees to the community groups by pre-determining these rates contractually over the
five year term, providing more cost security for user groups
RCP Sportsplex Management Ltd Rental Agreement
Page 2 . . .

• The proposed agreement provides an option to extend the agreement with modifications
to rate and term for an additional five years.

Sportsplex ownership has provided financial information to support Contract Fee increases over
the term of the proposed agreement. Under the terms of the 10 year agreement recently
expired, there has been no cost increase to the Township share of the overall facility rental cost.
Township user groups have taken on increases to their share of the cost. Staff feel that rental
rates for user groups cannot increase at this continued rate, and that rates need to be brought
back to be more comparable to the fees charged for use of Aldergrove Community Arena and
George Preston Recreation Centre.

The current budget for the Sportsplex agreement is $447,637 per year (2009).

A new agreement would pay Sportsplex a revised annual Contract Fee based on the Township
minimum (guaranteed) rental payments of:

2009 $460,685.80 requiring an additional $13,000 for the remaining 4 months of the year
for the period of September 1, 2009 – August 31, 2010. Staff will fund this
increase utilizing available Divisional operating funds.

2010 $507,514.72 requiring an additional $ 47,000 increase to the 2010 base budget for
the period of September 1, 2010 – August 31, 2011.

2011 $519,379.14 requiring an additional $ 12,000 increase to the 2011 base budget for
the period of September 1, 2011 – August 31, 2012.

2012 $538,456.99 requiring an additional $ 19,000 increase to the 2012 base budget for
the period of September 1, 2012 – August 31, 2013.

2013 $559,995.27 requiring an additional $ 21,500 increase to the base budget for the
period of September 1, 2013 – August 31, 2014.

PURPOSE:
The purpose of the report is to seek Council’s authorization for the Township of Langley to enter
into a negotiated 5-year facility rental agreement with Sportsplex Management Ltd. from
September 1, 2009 until August 31, 2014 for the provision of subsidized ice and dry floor for
Township of Langley community sport organizations, and to seek Council’s authorization for the
required budget increases.
RCP Sportsplex Management Ltd Rental Agreement
Page 3 . . .

BACKGROUND/HISTORY:

The original “Rental of Ice Time Agreement” for the rental of ice time at the Northwest Langley
Arenas was prepared for the Township in 1995. This agreement was between 443756 B.C. Ltd.
(a company whose principals were Grant and Deborah Gettling) and the Township and
contemplated the completion of construction of the new facility on or before December 31, 1995.

Due to construction and financial difficulties, construction was stalled for many years. The initial
agreement did not provide for termination or default if the facility was not completed within the
timelines as originally contemplated. The Township reviewed the Rental of Ice Time Agreement
and determined it to remain in force and effect unless formally terminated. To deal with these
deficiencies and others, an Amendment Agreement was prepared based on revised principles
including the requirement that the Proponent diligently proceed with construction, and to pay
penalties, if there were delays past the anticipated construction completion date of September
1, 1999. During this period of time, the Township subsidized its ice user groups use of ice
facilities outside of the Township of Langley.

On August 23, 1999, the Township of Langley entered into a 10-year amendment agreement to
the Rental of Ice Time Agreement which authorized the purchase of weekly ice time, and
assigned the agreement to the Sportsplex’s new ownership 583852 B.C. Ltd. (a company
known as Westcoast Roller & Ice Hockey Ltd. and whose principals were Dennis and George
Rossi). Council approved an increase of up to $150,000 in the year 2000 operating budget to
accommodate the Township’s commitment under this new agreement and the additional hours
required for community use. The amendment agreement corrected a number of deficiencies in
the original Rental of Ice Time Agreement including:

• Increased both the minimum (109) and the maximum (130) number of hours to reflect
the changes that occurred between 1995 and 1999
• Defined the ice season as a 25-week period for regular ice season
• Established “off season” hours and rates for pre-season, tournaments, and spring and
summer ice rentals, allowing for 330 hours per year
• Secured better ice times for Township user groups and revised ice allocation process
• Provided Township with the option to secure dry floor space within the first three (3)
years of the agreement given Township capital work planned for Aldergrove Community
Arena and Langley Civic Centre (George Preston Recreation Centre)
• Clarified and improved public skating hours
• Required the Proponent to collect user group portion of fee for the first time
• Allowed fee increases for user groups based on annual Consumer Price Index
percentage increase

The agreement was based on a 25 week “ice season” annually that included a minimum of:

• 20 hours of non-prime ice time each week

• 89 hours of prime time ice time each week

In addition, the agreement provided for 330 hours of “off season” ice time that could be utilized
by the Township and its user groups during the other 27 weeks during the year.

On January 16, 2006, the Township of Langley consented to the assignment of the Ice Rental
Agreement from Westcoast Roller & Ice Hockey Ltd. to Sportsplex Management Ltd. with its
principal owner David Ash. As this most current Ice Rental Agreement expired on March 31,
2009, it is with Sportsplex Management Ltd. that staff have negotiated the terms of the
proposed new 5-year Facility Rental Agreement attached and described in this report.
RCP Sportsplex Management Ltd Rental Agreement
Page 4 . . .

DISCUSSION:
The Township of Langley subsidizes ice and dry floor facility rental time for community sports
groups by way of four separate agreements / arrangements:

Canadian Recreation Excellence Corporation (“Rec Ex”)

Recently Council approved an extension and modification agreement with Rec Ex for the
operation of Aldergrove Community Arena and George Preston Recreation Centre from April 8,
2009 until June 30, 2013. This agreement assures community ice user groups, and Rec Ex the
rental of a minimum of 2,700 hours of Prime Time ice from September 1 – March 31 at these
two Township owned arenas. In addition the agreement makes curling ice and additional ice
available during the ice season for community groups, as well as dry floor space available
during the period of April 1 – July 31 at the two arenas.

Sportsplex Management Limited (“Sportsplex”)

The proposed agreement with Sportsplex supplements the ice / dry floor time available to
community groups at Township owned facilities. Should Council authorize this proposed
agreement, this will assure Sportsplex the rental of a minimum of 3,035 hours of ice time
annually. (mix of 2,470 hours Prime Time, 260 hours Non Prime Time, 305 hours Additional
Hours). In addition, this will assure Sportsplex the rental of a minimum of 13 hours per week of
dry floor time for ten weeks for a total of 130 additional hours.

National Training Rinks (“NTR”)

In 1999, Council authorized an increase to the Parks and Recreation base budget of
$39,000/annum. This amount was used for the sole purpose of subsidizing the Langley Minor
Hockey Association (LMHA) usage of ice at the National Training Rink (NTR). The amount of
ice time can not exceed more then 25 weeks per annum and 26 hours per week. In more
recent years, this budget amount was reduced to its current $35,000/annum which is a more
accurate reflection of the actual ice time requirements of LMHA under this arrangement.

Langley Events Centre

This new arrangement will provide community sport organizations commencing in September
2009 with ice time intended to supplement their current allocations at Aldergrove Community
Arena, George Preston Recreation Centre, Sportsplex and NTR. Although ice time will not be
allocated to these groups on a weekly or regular basis, the arrangement is based on a principle
that each minor sport athlete will have one opportunity each ice season to participate in a game
or practice at the new facility.

ANALYSIS:

The Township’s most current agreement with Sportsplex expired on March 31, 2009. Staff have
negotiated a new 5-year facility rental agreement with Sportsplex Management Ltd. to take
effect on September 1, 2009 and to terminate on August 31, 2014 for the provision of
subsidized ice and dry floor for Township of Langley community sport organizations. (see
Attachment A) The negotiation process provided an opportunity to assess the most current
agreement and its structuring. As a result, the new agreement provides for a number of
contractual changes that will better meet the needs of the Township’s sports user groups.
RCP Sportsplex Management Ltd Rental Agreement
Page 5 . . .

Some of the highlights of the proposed agreement include:

• Re-titled document “Facility Rental Agreement” as the new agreement includes the
rental of both ice and dry floor.

• The “ice season” has been re-defined to be 26 weeks in duration. This reflects the
actual requirements of the Township’s minor sports organizations.

• The addition of dry floor time for the Township’s ball hockey and lacrosse user groups
has been successfully negotiated. There has been significant growth in these minor
sports over the past ten years and the Township has been under increasing pressure to
provide more time for these sports. This same demand led to the development of the
covered sports box at McLeod Athletic Park in 2007-2008. The most current agreement
with Sportsplex had no annual provision for dry floor time. The proposed agreement
allocates a minimum of 13 Prime Time hours of dry floor time weekly for the 10-week
period commencing April 1 each year of the agreement. User groups will be able for the
first time to purchase this floor time at a comparable (subsidized) rate to what they pay
to utilize both George Preston Recreation Centre and Aldergrove Community Arena.

• The proposed agreement provides Sportsplex with a guarantee of a minimum of 105

hours of ice time per week, but retains the ability for the Township to increase this
allocation for our community sport organizations to a maximum of 115 hours of ice time
per week if required. In the most current agreement, the Township has lacked certainty
regarding the number of hours it is required to budget for on an annual basis. Under the
terms of the new agreement, Sportsplex will only be pre-authorized to sell the minimum
105 hours per week. The Township budget will be based on this number of hours. Any
ice time requirement by sports organizations in addition to this minimum number of
hours will be charged full rate by Sportsplex (non subsidized). Since the “ice season” is
now 26 weeks – the total annual number of subsidized hours over the course of the year
has marginally increased. Should the demand for more than 105 hours per week occur,
Council could choose to subsidize the additional 10 hours per week that are available.
However, any budget increases that would be necessary are not included in the
recommended budget increases for the five year term of this agreement.

• The number of “Prime Time” hours has been increased from 89 to 95 hours per week, as
a portion of the total number of hours. The number of “Non Prime” hours has been
reduced from the 20 required hours per week to 10 hours per week. This is a significant
gain for the community sport organizations who are requiring fewer hours of ice time
during the shoulder times ie. early mornings, late evenings, weekday daytime, and more
time after 3:30 pm. Monday to Friday and all day on weekends.

• As a result of a significant disparity that exists between what our community groups
currently pay per hour to utilize George Preston Recreation Centre and Aldergrove
Community Arena and what they pay to utilize Sportsplex, this proposed agreement
limits the ability of Sportsplex to raise fees to the community by pre-determining these
rates contractually over the five year term (as the Township has done with the recent
agreement extension with Rec Ex). The actual approved rate increases for the User
Group portion of the overall fee are therefore limited to 4.94% in 2009/2010; 1% in
2010/2011; 3% in 2011/2012; 4% in 2012/2013; and 4% in 2013/2014. (see Attachment
‘A’ - Schedule “A”)

• The proposed agreement provides an option to extend the agreement with modifications
to rate and term for an additional five years.
RCP Sportsplex Management Ltd Rental Agreement
Page 6 . . .

Community Implications

The Township’s rental of ice time at Sportsplex has successfully bridged the demand for ice
time by community sport organizations over the past 10 years. Without these 3,035 hours of ice
time, the Township would be placed in a position to either subsidize Langley sports groups’
allocation of ice time at public or private rinks located in other municipalities (if it was indeed
available) or construct a new arena facility with at least two sheets of ice to meet the local need.
This would represent a capital cost well in excess of $10 million. There is a high degree of
satisfaction with our local community with respect to their use of Sportsplex. This new
agreement addresses the two most commonly heard concerns about the Township’s
relationship with Sportsplex: a desire for increased prime time ice, and the lack of subsidized
allocated dry floor time for ball hockey and lacrosse groups.

Financial Implications

Staff have spent the past 3 months in discussions with Sportsplex, and have developed a
thorough understanding of their financials. While Sportsplex has exceeded the contractual
obligations of the existing agreement, ownership is concerned about its dramatic cost increases
over the past ten years as well as increased competition from Langley Events Centre. In
addition, Sportsplex is solely responsible for the capital costs of maintaining an aging facility
including the depreciation and eventual replacement of capital equipment. The Township by this
proposed agreement will further limit the ability of Sportsplex to pass along increased costs to
the Township’s user groups since the agreement fixes allowable fee increases for community
groups.

Sportsplex has provided some rationale for their negotiated contract increase commencing
September 1, 2009. This rationale statement is included as Attachment B. Although Sportsplex
has been able to increase the User Group portion of its fees for the past ten years of their
agreement with the Township, there has been no increase in the cost to the Township over this
period. As a result, the cost to the User Groups has grown and is now significantly more
expensive than equivalent time at either Aldergrove Community Arena or George Preston
Recreation Centre. Staff did not feel that they could recommend the continuation of this trend
and have negotiated fixed increases for the community through this proposed agreement. The
result is a larger Township share of the overall negotiated increase. The impact of the
agreement’s Year 1 increase will be felt in the Township’s 2010 budget year since this
negotiated increase will only be applied to the Fall of 2009, but the entire year 2010.

The current budget for the Sportsplex agreement is $447,637 per year (2009). The proposed
agreement and recommended budget increases will leave the budget with no flexibility to fund
beyond 105 hours per week during the “ice season”, 13 hours per week during the “dry floor
season” and the 305 additional hours during the “off season”. Sportsplex will be required to
charge full rate (unsubsidized) should user groups require this additional time.
RCP Sportsplex Management Ltd Rental Agreement
Page 7 . . .

A new agreement would pay Sportsplex a revised annual Contract Fee based on the Township
minimum (guaranteed) rental payments of:

2009 $460,685.80 requiring an additional $13,000 for the remaining 4 months of the
year for the period of September 1, 2009 – August 31, 2010. Staff will fund this
increase utilizing available Divisional operating funds.

2010 $507,514.72 requiring an additional $ 47,000 increase to the 2010 base budget
for the period of September 1, 2010 – August 31, 2011.

2011 $519,379.14 requiring an additional $ 12,000 increase to the 2011 base budget
for the period of September 1, 2011 – August 31, 2012.

2012 $538,456.99 requiring an additional $ 19,000 increase to the 2012 base budget
for the period of September 1, 2012 – August 31, 2013.

2013 $559,995.27 requiring an additional $ 21,500 increase to the base budget for the
period of September 1, 2013 – August 31, 2014.

If this Agreement is approved by Council, staff will provision the above noted annual increases
in the Sportsplex base budget account for the subject years.

Should Council approve this agreement, coupled with the recently signed 4+ year agreement
with Rec Ex, and barring unexpected growth in traditional community minor sports, the ice and
dry floor requirements of our community will be well provided for through June, 2013. In
addition, the cost requirements of these two key contractual agreements will be certain to the
Township and can be built into base budgets accordingly.

Respectfully submitted,

David Leavers
DIRECTOR RECREATION, CULTURE, AND PARKS
for
RECREATION, CULTURE, AND PARKS DIVISION

This report has been prepared in consultation with the following listed departments.

CONCURRENCES
Division / Department Name
FINANCE DIVISION D. SPARKS

ATTACHMENT A
ATTACHMENT B
 ATTACHMENT A

Sportsplex Management Ltd.

and the

Township of Langley

FACILITY RENTAL AGREEMENT

 FOR THE RENTAL OF ICE TIME
AT THE SPORTSPLEX ARENAS

THIS AGREEMENT MADE THE 20 DAY OF JULY, 2009

BETWEEN:
THE CORPORATION OF THE TOWNSHIP OF LANGLEY,
20338 – 65 Avenue, Langley, British Columbia, V2Y 3J1

(the “Township”)

AND:
SPORTSPLEX MANAGEMENT LTD.
20165 – 91A Avenue, Langley, British Columbia, V1M 3A2

(the “Contractor”)

RECITALS:

A. The Contractor operates an ice and dry floor arena facility within the boundaries of the
Township;

B. The Township wishes to enter into an agreement whereby the facility is available to the
public for skating and dry floor activities, and to groups or organizations for uses such
as minor hockey, figure skating, ringette and ball hockey;

WHEREAS:

A. The Township and Northwest Langley Arenas Ltd and 443756 B.C. Ltd. entered into an
agreement (the “Agreement”) dated March 28, 1995, for the rental of ice time at an ice rink
arena facility (the “Facility”) to be constructed.

B. The Contractor has now purchased an interest in the Facility and is the assignee of the
interest of 443756 B.C. Ltd. in the original Agreement pursuant to an assignment dated the
17th day of August, 1999 (the “Assignment”); and

C. The Township and the Contractor entered into an agreement (the “Amending
Agreement”) whereby the Township consented to the Assignment and the Township
and Contractor amended the Agreement to provide for changes regarding the
description, construction and completion of the Facility and the commencement of the
ice rental arrangement for the Facility for a 10 year period commencing September 1,
1999; and

D. The Township and the Contractor desire to continue an ice rental arrangement for the
Facility for at minimum, an additional 5 year period commencing September 1, 2009,
 with an additional provision for dry floor rentals for community groups and
organizations.

IN CONSIDERATION of the mutual promises contained in this Agreement, the parties agree as
follows:

AGREEMENTS:

For good and valuable consideration, the receipt and sufficiency of which the Township and the
Contractor each acknowledge, the Township and the Contractor agree as follows:

1.0 INTERPRETATION

1.1 Definitions in this Agreement:

(a) “Agreement” means this agreement as it may be amended or supplemented

from time to time;

(b) “Default” has the meaning set out in paragraph 7.2 of this Agreement;”;

(c) “Facility” means an ice and dry floor arena which is owned and operated by the
Contractor at 201 Street and 91A Avenue in Langley, B.C. and which generally
consists of:

a) a minimum of two full standard-sized ice rinks;

b) a minimum of two full standard- sized dry floor rinks;

c) a minimum of eight adequately-sized dressing rooms (four per rink);

d) four locker areas four feet by six feet, one locker for speed skating mat
storage of 230 square feet and one storage room of 160 square feet for
skate storage, to be used for the exclusive use of the Township’s User
Group, with no rent or other charges payable to the Contractor;

e) bleacher seating adjacent to the ice rinks for a minimum of 100 spectators
for each rink; and”;

f) associated equipment including goal nets (two per rink), electronic

scoreboards and public address systems; with the exception of the Green
dry floor arena which is not outfitted with a public address system.

(d) “Ice Season” means a 26 week period of time generally commencing on the first
Tuesday after Labour Day, continuing until the last day of school before
Christmas break, and restarting the first Monday after New Years Day,
continuing until the last day of school before spring break, the specific dates of
which are to be determined by the Director by January 15 of each year, for the
following Ice Season”;
 a) “Non Prime Hours” has the meaning described in Schedule A to this
Agreement;”;
b) “Prime Hours” has the meaning described in Schedule A to this
Agreement;”;
c) “Off-Season” means those parts of the Season that are not Ice Season;”;
and
d) “Season” means the period of time between August 1 of one year and
July 31 of the next year, inclusive;”.

(e) “Dry Floor Season” will be generally a 10 week period between April 1st in a
given calendar year and continuing until August 1st in a given calendar year.

(f) “Public Skating” means skating sessions in the Facility which are open to the
general public;

(g) “User Group Skating” means skating sessions in the Facility for groups or
organizations as approved by the Township including, by way of illustration,
girls and boys minor hockey, figure skating and ringette. User Group Skating
will not, except with the consent of the Contractor, include men’s league hockey;

(h) “Dry Floor Use” means sessions in the Facility for groups or organizations as
approved by the Township including, by way of illustration, girls and boys ball
hockey and lacrosse;

(i) “User Group Skating / Dry Floor Use Rate” has the meaning set out in
paragraph 5.2(a);

(j) “Initial Term” means the first period of time as set out in paragraph 2;

(k) “Term” means the period of time as set out in paragraph 2.

1.2 Headings. In this Agreement any headings are inserted for convenience of
reference and will not affect how this Agreement is interpreted.

1.3 Severability. If any term of this Agreement is partially or wholly invalid or

unenforceable, then remainder of this Agreement will not be affected, and each
remaining term will be separately valid and enforceable.

1.4 Governing Law. This Agreement will be governed by and construed in accordance
with British Columbia law and will be treated in all respects as a British Columbia
contract.

1.5 Municipal Laws. Nothing in this Agreement will be construed as limiting or

waiving any bylaw, or any regulatory power or jurisdiction of the Township.

1.6 Schedules. The following attached Schedules form a part of this Agreement:
 Schedule A: User Group Skating / Dry Floor Use - Rental Rates

Schedule B: User Group Skating / Dry Floor Use – Available Rental Times

Schedule C: Contract Fee Payment Schedule

Schedule D: Right of First Refusal

1.7 Entire Agreement and Amendment. This Agreement sets out the entire agreement
between the Township and the Contractor relating to the Facility. This Agreement
may be amended or supplemented only by written agreement signed by both the
Township and the Contractor.

1.8 Assignment. The Contractor shall not sell, assign, transfer, lease or otherwise give
up its interest in the Facility, to any person without first obtaining the Township’s
written approval.

The Contractor is currently controlled (as that concept is defined in the Company
Act (B.C.) by David Ash (“the Shareholders”). In the event that the shareholders no
longer control the contractor then this Agreement terminates, unless the Contractor
obtains the Township’s prior written consent to the change of control, not to be
unreasonably withheld.

2.0 TERM

2.1 Term. The Term of the Agreement is as follows:

(a) An initial term (the “Initial Term”) which shall commence on:

September 1, 2009 (for the 2009/2010 Ice Season), and shall expire on
August 31, 2014 (at the end of 2014 Dry Floor Season);

(b) If the Township gives the Contractor written notice between January 1 and
March 31, 2014, then the Term of the Agreement may, at the election of the
Township, be extended for an additional five years, commencing
September 1 of 2014 and continuing to August 31, 2019. In the event of such
a five year extension, all of the terms of this Agreement shall apply to the
extended Term with the exception of the rates and hours of use which may
be renegotiated upon agreement by both parties to extend the Agreement;

(c) If in the period between January 1 and March 31 of 2014, or any subsequent
year thereafter, neither the Township nor the Contractor gives the other
party written notice to terminate this Agreement, the Term of this
Agreement shall be extended for an additional year ending the next
following August 31, in which event all of the terms of this Agreement shall
apply to the extended Term.
3.0 USE OF FACILITY BY TOWNSHIP

3.1 Non-interference with Township Use. During the times of Public Skating use and
the User Group Skating or Dry Floor Use the Contractor shall make the entire
facility available for such use and shall not permit any use by others which
competes or conflicts with these Township’s uses of the Facility.

3.2 Public Skating Sessions. The Contractor shall make Public Skating available as
follows:

(a) The Contractor shall provide a minimum of 7.5 hours per week of ice rink
time for Public Skating of which a minimum of 2.5 hours will be after school
(being Monday to Friday between 3 and 5 p.m.) and a minimum of 2.5 hours
will be on weekends between 10 a.m. and 6 p.m. The Contractor shall
maintain a regular Public Skating Schedule for each Ice Season with Public
Skating sessions of not less than one hour.”

(b) The Township may reduce the requirements of (a) should regular, weekly
Public Skating programs be offered at Langley Events Centre and the
Contractor is able to demonstrate a resultant reduction in revenues.

(c) No rent or other payment shall be payable by the Township on account of

Public Skating. The Contractor may retain all revenue from the sale of
tickets for Public Skating.

(d) The Contractor shall during the Public Skating sessions provide and make
available to the public adequate skate and helmet rentals, skate sharpening
and related facilities, and provide proper and sufficient staff to operate such
services.

(e) During the Public Skating sessions the Contractor shall provide professional
staff at levels which are reasonably required for a safe and enjoyable
environment for participants. The Contractor shall ensure that all public
skate staff are trained to industry standards and specifications.

3.3 User Group Skating. The Contractor shall rent the Facility to the Township for
User Group Skating sessions as follows:

(a) The Township’s User Groups will be entitled to rent from the Contractor a
minimum of 105 hours and a maximum of 115 hours of ice rink time per
week of each Ice Season, as well as 305 hours of Off-Season time during the
Term of this Agreement during those hours of use listed on Schedule “B”.
For all purposes of the Agreement, references to hours of ice rink time mean
uninterrupted hours of use and therefore exclude time required for ice
cleaning and similar maintenance purposes.

(b) The Contractor will follow the policies, procedures, and timelines identified
in the Township’s Facility Allocation Policy (see Appendix 1) and will
 coordinate the facility allocation process with other arena operators in the
Township in conjunction with Township staff

(c) The parties will in good faith consider any request by one party to make
changes to Schedule B.

(d) If at any time the Township determines that the amount of time it has agreed
with the Contractor to rent for User Group Skating is excessive the
Contractor shall use its best reasonable efforts to find other persons who will
use, and pay for, the Facility during such excess times.

(e) The Township may sublet any User Group Skating ice rink time the
Township has paid for on terms and rates as determined by the Township.

(f) If the Contractor constructs any additional ice rink surfaces as part of the
Facility, then the Township shall receive the first right of refusal to rent up to
an additional 90 hours per week of ice rink time for User Group Skating and
up to an additional 150 hours of Off-season time.

3.4 Dry Floor Use. The Contractor shall rent the Facility to the Township for Dry Floor
Use as follows:

(a) The Township’s User Groups will be entitled to rent from the Contractor a
minimum of 13 hours and a maximum of 26 hours of dry floor time per
week of each Dry Floor Season during the Term of this Agreement during
those hours of use listed on Schedule “B”. For all purposes of the
Agreement, references to hours of dry floor time mean uninterrupted hours
of use and therefore exclude time required for ice cleaning and similar
maintenance purposes.

(b) The Contractor will follow the policies, procedures and timelines identified
in the Township’s Facility Allocation Policy (see Appendix 1) and will
coordinate the facility allocation process with other arena operators in the
Township in conjunction with Township staff.

(c) The parties will in good faith consider any request by one party to make
changes to Schedule “B”.

(d) If at any time the Township determines that the amount of time it has agreed
with the Contractor to rent for Dry Floor Use is excessive the Contractor
shall use its best reasonable efforts to find other persons who will use, and
pay for, the Facility during such excess times.

(e) The Township may sublet any Dry Floor Use time the Township has paid for
on terms and rates as determined by the Township.
 (f) If the Contractor constructs any additional dry floor surfaces as part of the
Facility, then the Township shall receive the first right of refusal to rent up to
an additional 26 hours per week of ice rink time for Dry Floor Use.

4.0 OPERATION AND MAINTENANCE OF THE FACILITY

4.1 Facilities. The Contractor shall, as necessary to permit the Public Skating use and
the User Group Skating use and the Dry Floor Use, provide and maintain the
Facilities and related equipment in good and proper condition including, with
limitation, conditioned ice surfaces, dressing rooms, goal nets, electronic
scoreboards, and public address systems.

4.2 Operating Personnel. The Contractor shall provide the Facility for Public Skating
and User Group Skating and Dry Floor Use as provided by this Agreement as a
fully operating ice-skating / dry floor facility and shall, at its cost, provide all staff
and personnel required for such operation. The Contractor shall employ a full time
ice arena manager for the Facility with experience in managing similar ice arenas, to
the satisfaction of the Director.

4.3 Bleachers. The Contractor shall provide and maintain bleacher seating adjacent to
the ice rink surfaces as specified in section 1.1(d)e) above.

4.4 Storage Room. The Contractor shall provide a storage room and office space as
specified in section 1.1(d)d) above.

4.5 Ice Cleaning. The Contractor shall provide all ice cleaning services required for
reasonable use of the ice surfaces by the public and the participants in the User
Group Skating sessions. The Contractor shall provide such cleaning prior to, and
not during, the User Group Skating times or in the Public Skating times as provided
by this Agreement.

5.0 RENTAL FEES

5.1 Fees for Public Skating. No fees are payable by the Township for Public Skating
use of the Facility.

5.2 Fees for User Group Skating / Dry Floor Use. The Township shall pay fees for
User Group Skating / Dry Floor Use as follows:

(a) The Contractor shall be entitled to charge and be paid (in the manner
provided below) an hourly rental fee for each ice rink surface that is used for
User Group Skating / Dry Floor Use of not more than the total of the
applicable Township Portion and the applicable User Group Portion listed in
Schedule “A” hereto (the “User Group Skating / Dry Floor Use Rate”).

(b) The User Group Skating / Dry Floor Use Rate shall be all–inclusive (except
for GST) and, without limitation, neither the Township nor the user Groups
will be required to pay any additional charges for ice cleaning or other
 Facility services.

(c) The User Group Skating / Dry Floor Use Rate shall be paid to the Contractor
as follows:

(i) the User Groups using the Facility for such User Group Skating or
Dry Floor Use shall pay the applicable User Group Portion as listed in
Schedule “A” hereto. The Contractor is responsible for entering into rental
agreements at such rates for each ice Season with the User Groups, and
collecting the required amounts directly from the User Groups; and

(ii) the Township will pay the Township Portion to the Contractor (in
accordance with Section 6.1) based on actual usage by User Groups. Within
five business days of each month end the Contractor will provide a detailed
accounting to the Township of the hours of actual use based on the final
Director approved schedule (settled in accordance with section 3.3)
indicating the hours of use, User Groups and payments made by User
Groups to the Contractor. The Township will be entitled to such other
information from the Contractor as it requires to confirm the accounting and
use. The Township’s payment under section 6.1 will be based on such
accounting, as confirmed by the Township.

(d) The Contactor’s rental agreement with User Groups shall be in a form
approved by the Director and shall permit User Groups to cancel any
hour(s) of its ice or dry floor allocation on not less than 2 weeks notice and if
such notice is given then the User Group will receive a refund. If the User
Group cancels in accordance with the agreement then the Contractor will
use reasonable efforts to find another Township User Group that will take
up the cancelled hours and if the Contractor is unable to do so then the
Contractor will promptly advise the Director and the Director will have
three business days (unless a longer period is mutually agreed) to elect to
retain the hours by paying the Contractor the applicable User Group
Portion, failing which the Contractor will be entitled to resell the hour for its
own account and the Township will pay the Township portion in any event.
If a User Group does not cancel but does not use its time or cancels with less
than 2 weeks notice, then the User Group and the Township shall pay for the
same. If there is a payment on account of cancellation the Township will be
notified at the time of invoicing.”

6.0 PAYMENT OF RENTAL RATES

6.1 Payment. The Township shall pay the Contractor in advance, three times per Ice
Season (September 1, November 1, and January 21), an “Advance Payment” as
identified in Schedule “C”. Annually, at the end of each Season (July 31), , the
Township shall pay to the Contractor an amount equal to the Township Portion
(based on the accounting of actual use) less the total of the Advance Payments made
during that Season.
 In order to provide the Contractor with a dependable minimum annual rental level
while retaining flexibility as to hours chosen by the Township, the Township shall
ensure that the Contactor receives payments for each Season of not less than the
“Township Minimum” from the aggregate of all User Group Portions and
Township Portion paid in each Season to be calculated at the end of each Season
(see Schedule “C”). The Township Minimum is based on a minimum for each
Season of 95 Prime Hours and 10 Non-Prime Hours per week during the Ice Season
and 305 hours of ice time during the Off Season and 13 Prime Hours during the Dry
Floor Season.

7.0 OTHER ARENAS AND DEFAULT

7.1 Township Arenas. The Township agrees not to construct any new Municipal ice or
dry floor arena facilities either alone or in joint venture, partnership or other
development arrangement with any other party:

(a) in the area North of the Langley Bypass/Highway No. 10 corridor for the
Term of the agreement and any renewals or extensions thereof;

(b) in the area North of the No. 1 Highway for the term of the Agreement and
any renewals or extensions thereof;

(c) if the Township requires additional ice time it will notify the Contractor and
attempt to obtain the additional ice time at the Facility. If the Contractor
cannot provide the additional ice time, this Section 7.1 is cancelled provided
that following such cancellation the hours of ice time rented by the
Township at the Facility, for the remainder of the Term and any renewals
provided for in this Agreement, cannot be reduced to a level less than the
hours of ice time rented by the Township at the Facility in the Ice Season
prior to the cancellation of Section 7.1.

7.2 Default. The occurrence of any one or more of the following events constitutes a
default (a “Default”) by the Contractor under this Agreement:

(a) if an order is made or a resolution passed for the winding-up of the

Contractor or a petition is filed for the winding up of the Contractor
unless the same is being contested in good faith and, in connection
therewith, dismissed, stayed, or withdrawn within 60 days of the Contractor
receiving notice or otherwise having knowledge of the institution thereof;

(b) if the Contractor commits any act of bankruptcy or becomes insolvent or

makes an assignment or proposal under the applicable bankruptcy
legislation of any jurisdiction or a general assignment in favour of its
creditors or a bulk sale of its assets

(c) if any application is made by or with respect to the Contractor under the
Companies Creditors Arrangement Act (Canada) (or similar legislation) or if a
proceeding is instituted for the winding up of the Contractor or a petition in
 bankruptcy is filed or presented against the Contractor under a bankruptcy
or similar act and if in any such case such application, proceeding or petition
is not dismissed, stayed or withdrawn within 60 days of the Contractor
receiving notice or otherwise having knowledge of the institution thereof, or
a receiver or receiver manager is appointed of any part of the assets of the
Contractor; and

(d) if the Contractor is in breach of any term, provision or obligation hereunder

and such breach has not been cured within 10 days of being given written
notice by the Township specifying the nature of the breach, or where notice
is given and such breach, because of its nature, would reasonably require
more than 10 days to cure and the Contractor has not, within 5 days of being
given written notice by the Township, commenced curing the breach and
thereafter promptly, effectively and diligently proceeds with the curing of
the breach to completion.

7.3 Rights Upon Default. Without prejudice to any other rights the Township
may have in respect of this Agreement, whether at law or in equity, if any Default
occurs the Township may terminate this agreement upon written notice to the
Contractor.

7.4 Representatives. Each party will, appoint a person as its representative for
the purpose of coordinating all matters and obligations under this Agreement. Each
party will advise the other party in writing of the name, telephone number and fax
number of its representative, and each party may change its representative from
time to time by notice in writing to the other.

7.5 Indemnification. The Contractor shall indemnify and save the Township
harmless from and against any and all manner of actions, cause of actions, suits,
damages, loss, costs, builders’ liens, claims and demands of any nature whatsoever
relating to:

(a) any injury suffered by any person during the Term and any renewal,
including death resulting at any time there from, occurring in or
about the Facility; and

(b) any damage to or loss of property suffered during the Term

occurring in or about the Facility,

except any such injuries or damages arising out of the wilful or negligent acts or
omissions of the Township, its servants, agents or contractors. The Contractor
acknowledges that the Township’s users of the Facility do not constitute the
Township’s servants, agents or contractors for the purposes of this section.

8.0 INSURANCE AND OTHER PROVISIONS

8.1 Insurance. The Contractor will obtain and maintain comprehensive general liability
insurance of terms satisfactory to the Township in the amount of $5,000,000. The
 Township will be included as a named insured in all such insurance policies. Prior
to September 1, 2009, the Contractor shall provide a copy of the policy to the
Township for its approval. If the Contractor fails to provide such insurance, then
the Township may, but is not required to, obtain its own insurance and the
Contractor shall reimburse the Township for the cost of such insurance and for all
related costs. If the Contractor fails to pay such reimbursement then the Township
may deduct such costs from any payments owning to the Contractor.

8.2 Right of First Refusal. The Contractor agrees to cause all registered and beneficial
owners of the Facility and its site to grant to the Township a right of first refusal to
purchase the Facility and its site in the form attached as Schedule “D”. The
Contractor will cause the right of first refusal to be executed by all registered
owners of the facility and its site in registrable form concurrently with the execution
of this Agreement and shall be an remain registered against title to the Facility
subject to previously registered charges.

8.3 Arena Programming. The Contractor will use reasonable efforts to ensure that its
arena programming at the Facility is operated on an inter-jurisdictional basis
involving other owners elsewhere (or in conjunction with Township programs or
community groups) so as to combine with similar programs elsewhere wherever
reasonably.

8.4 Enurement. This agreement shall enure to the benefit of and be binding upon the
parties and their respective successors.

IN WITNESS WHEREOF the parties have executed the Agreement as of the day herein first above
written.

THE CORPORATION OF THE TOWNSHIP OF LANGLEY

Per: _______________________________________________
W. Rick Green - Mayor

Per: _______________________________________________
David Leavers - Director – Recreation, Culture, and Parks Division

SPORTSPLEX MANAGEMENT LTD.

Per: ________________________________________________
David Ash – President

Per: _________________________________________________
Bud Pope – General Manager
 SCHEDULE “A” – RATES*

Definitions

1. “Prime Hours” shall be defined as Ice Season and Dry Floor Season hours from:
a) 3 pm to 11 pm Monday to Friday; and,
b) 6am to 10pm Saturday and Sunday.
2. “Non-Prime Hours” shall be defined as Ice Season and Dry Floor Season hours from:
a) 5am to 3pm Monday to Friday; and,
b) 5am to 6am Saturday and Sunday
3. “Off-Season Hours” shall be defined as those rental hours that are not during Ice Season or
Dry Floor Season as defined in Section 1.1

Total Rental Rates

  2009/2010  2010/2011  2011/2012  2012/2013  2013/2014 

Ice Season Prime  $295.00  $297.95  $306.89  $319.16  $331.93 
Ice Season Non Prime  $170.00  $171.70  $176.85  $183.93  $191.28 
Off‐Season  $210.00  $212.10  $218.46  $227.20  $236.29 
Dry Floor Prime  $133.00  $134.33  $138.36  $143.90  $149.65 
Dry Floor Non Prime  $110.00  $111.10  $114.43  $119.01  $123.77 

Township Portion

  2009/2010  2010/2011  2011/2012  2012/2013  2013/2014 

Ice Season Prime  $176.28  $178.04  $183.38  $190.72  $198.35 
Ice Season Non Prime  $ 99.25  $100.24  $103.25  $107.38  $111.67 
Off‐Season  $100.00  $101.00  $104.03  $108.19  $112.52 
Dry Floor Prime  $ 95.67  $ 96.63  $ 99.53  $103.51  $107.65 
Dry Floor Non Prime  $ 84.83  $ 85.68  $ 88.25  $ 91.78  $ 95.45 

User Group Portion

  2009/2010  2010/2011  2011/2012  2012/2013  2013/2014 

Ice Season Prime  $118.72  $119.91  $123.50  $128.44  $133.58 
Ice Season Non Prime  $ 70.75  $ 71.46  $ 73.60  $ 76.55  $ 79.61 
Off‐Season  $110.00  $111.10  $114.43  $119.01  $123.77 
Dry Floor Prime  $ 37.33  $ 37.70  $ 38.83  $ 40.39  $ 42.00 
Dry Floor Non Prime  $ 25.17  $ 25.42  $ 26.18  $ 27.23  $ 28.32 

* The rates in this Schedule “A“ do not include GST.

 SCHEDULE “B” – HOURS OF USE

Range of Dry Floor Hours of Use (as per Section 3.4):

Minimum of 13 hours within:

Monday to Friday 5:00 pm - 10:30 pm

Saturday, Sunday 8:00 am – 10:00 pm

Note: The Dry Floor Season is a 10 week period of time as defined in Section 1.1(f)

Range of Ice Season Hours of Use (as per Section 3.3):

Minimum of 105 hours within:

Total

Monday to Friday 5:00 am – 3:30 pm 10 hours Non-Prime

3:30 pm – 10:30 pm 50 hours Prime

Saturday & Sunday 6:00 am – 10:30 pm 45 hours Prime

10 Non-Prime
95 Prime

105 Total

Note: The Ice Season is a 26 week period of time as defined in Section 1.1(e).

Range of Off-Season Hours of Use (as per Section 3.3):

Monday to Friday 5:00 pm - 10:30 pm

Saturday, Sunday 6:00 am – 10:00 pm

Note: Off-Season Hours are those parts of the Season that are not considered Ice Season as defined
in Section 1.1(e)c).

The hours of use as set out above may vary as otherwise agreed to by the Township and the
Contractor during ice allocations.
 SCHEDULE “C” – CONTRACT FEE PAYMENT SCHEDULE

Township Advance Payment Schedule:

September 1, 2009 $168,051.23

November 1, 2009 $168,051.23
January 21, 2010 $168,051.23

September 1, 2010 $169,731.75

November 1, 2010 $169,731.75
January 21, 2011 $169,731.75

September 1, 2011 $174,823.70

November 1, 2011 $174,823.70
January 21, 2012 $174,823.70

September 1, 2012 $181,816.65

November 1, 2012 $181,816.65
January 21, 2013 $181,816.65

September 1, 2013 $189,089.31

November 1, 2013 $189,089.31
January 1, 2014 $189,089.31

Total Fee Payment Minimum

Includes Township Portion + Minimum User Group Portion

2009 Budget Year: $810,722.10

2010 Budget Year: $861,051.39
2011 Budget Year: $883,521.90
2012 Budget Year: $917,165.46
2013 Budget Year: $953,852.08
 SCHEDULE “D” – RIGHT OF FIRST REFUSAL

THIS AGREEMENT is dated for reference the _____ day of _____________, 199_.

BETWEEN: SPORTSPLEX MANAGEMENT LTD.

20165 – 91A Avenue, Langley, British Columbia, V1M 3A2

[all registered and beneficial owners to be set out as separate parties to

this Agreement]

(the “Grantor”)

AND: THE CORPORATION OF THE TOWNSHIP OF LANGLEY,

20338 – 65 Avenue, Langley, British Columbia, V2Y 3J1

(the “Grantee”)

WHEREAS the Grantor and the Grantee have entered into an agreement for a term of ___ years
(the “Term”) regarding real property known as _____(the “Lands”) and, as part of that agreement,
the Grantor has also agreed to grant to the Grantee this right of first refusal to purchase the Lands
on the conditions as set out below.

WITNESS that in consideration of the mutual covenants herein contained and the sum of Ten
($10.00) now paid by the Grantee to the Grantor and other good and valuable consideration (the
receipt and sufficiency whereof is by the Grantor hereby acknowledged), the parties agree as
follows:

1. For the purposes of this Agreement the following definitions apply:

(a) an “Offer” is a bona fide offer to purchase the Lands that is: in writing, signed by
an Outside Offeror and in a form legally enforceable against the Outside Offeror
and subject to no conditions other than a condition that any prior registered rights
of first refusal not be exercised; and

(b) an “Outside Offeror” is a prospective purchaser who deals at Arm’s Length (as that
term is defined in the Income Tax Act (1999)) with the Grantor.

2. If the Grantor receives an Offer which the Grantor is willing to accept, then the Grantor
shall immediately deliver a written notice (the “Notice”) to the Grantee that such Offer has
been received and the Grantor shall provide to the Grantee, as part of the Notice, a
complete copy of the signed Offer.

3. The Notice shall be deemed to constitute an offer by the Grantor to the Grantee to sell the
Langley to the Grantee on the terms set forth in the offer.

4. Upon receipt of the Notice, the Grantee shall have the exclusive first right and option,
exercisable at any time within 30 days after the day that the Grantee receives the Notice
(the “Expiry Date”), to accept the Grantor’s offer by delivering to the Grantor a written
 notice (the “Acceptance”) that the Grantee wishes to purchase the Lands on the term set
forth in the Offer.

5. Upon delivery to the Grantor of the Acceptance, a binding contract of purchase and sale for
the Lands shall be formed between the Grantee and the Grantor, which contract shall be
completed in the manner provided in such Offer as if the Grantee were the Outside Offeror,
provided that if the closing date specified in the Offer is less than 30 days after the Expiry
Date then the closing date for the contract between the Grantor and the Grantee will be 30
days after the Expiry Date.

6. If the Grantee does not deliver the Acceptance to the Grantor on or before the Expiry Date,
then the Grantor shall be entitled to compete the sale to the Outside offeror for the price
and in accordance with the terms set forth in such Offer, and at the request of the Grantor
the Grantee shall execute and deliver to the Grantor a discharge of this Agreement at the
closing of such sale; provided, however, that if such sale to the Outside Offeror is not so
completed, then any subsequent sale by the Grantor to any person may only be made if all
the requirements of this agreement shall survive and continue in full force and effect.

7. This agreement expires at the end of the Term. Time is of the essence of this Agreement.

8. Any notice to be given by one party to the other party hereunder may be delivered to the
addressee at the address listed above, or to such other address as either party may
designate to the other by notice in writing; and any notice, direction or other instrument
aforesaid, shall be deemed to have been given or made on the date of which it was
delivered. No notice may be given by mail.

9. The Agreement shall be governed by the laws of the Province of British Columbia.

10. The Agreement shall run with the Lands and shall enure to the benefit of and be binding
upon the respective successors and assigns of the parties hereto.

END OF DOCUMENT