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6808-0007

AGENCY AGREEMENT

THE CORPORATION OF THE

This Agreement, dated ag of , la made between CITY OF PORT COQUITLAM (the
“Company’’) and CIBC Leasing Limited (‘CIBC Leasing’).

WHEREAS pursuant to an offer to lease (the Offer'’) dated May 16th, 1991 , CIBC Leasing agraed to leage/soll
to the Company certain equipment described In the Offer (the ‘Equipment’’);

THEREFORE for good and valuable consideratinn CIBC Leasing and the Company agree as follows:

1.

2.

Subject to the terma of this Agreement, CIBC Leasing appoints the Company ae its sole agent for the purpose of purchasing
the Equipment on behalf of and Ir. the name of CIBC Leasing;

The Company has authority only to select the Equipment and to negotiate with the suppiler in raspect of the purchase price,
the conditiona of the sale, the conditions of delivery and the time of payment. However, the Company may not enter into,
on behalf of CIBC Leasing, any contract for the servicing of the Equipment uniese CIBC Leasing provides its written consent;

The Company will clearly indicate In all dealings and documentation that It is acting as CIBC Leasing’s agent;

When the Company directly receives an invoice for the Equipment, it will promptly forward it te CIBC Leasing for payment
by CIBC Leasing. However, If It Is necessary or expedient for the Company to pay any amount on behalf of CIBC Leasing in
respect of the Equipment’s purchase, CIBC Lessing will reimburee the Company on receipt of reasonable avidence of proper
payment. In connection with the payment of invoices, the Company agrees to sign any further documentation required by CIBC

Loasing;
The Company is not entitled to any fee or commission for acting as CIBC Leasing’s agent;

The Company will indemnify CIBC Leasing for all losses, costs and liability which CIBC Leasing incurs In cannection with this
Agreement or ag a result of any act done by the Company beyond the authority conferred by this Agreement. This Indernnity

will continue after termination of this Agreement;

The Company may not aasign Ite rights and obligations under this Agreamant and may not delegate the authority conferred
by this Agrsement, unless CIBC Leasing gives its prior written approval;

This Agreement will continue in force in respect of any particular Equipment until the Company signs lease/conditional sale
documentation in form and substance acceptable to CIBC Leasing In respect of that Equipment, Any Equipment which is received
by the Company prior to CIBC Leasing obtaining title will be held in trust for CIBC Leasing. Nevertheless, Ci8C Leasing may,
at any time, terminate this Agreement upon written notice to the Company;

This Agreement may be varied only If in writing signed by bath the Company and CIBC leasing, Except that, CIBC leasing may,
from time to tima, revise or revoke the authority conferred by this Agroeament upon written notice to the Company;

This Agreement will be governed by the laws of the province of British Columbia

Dated as of the date first written sbove.

CIBC LEASING LIMITED

Authorized Olliner

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