THIS AGREEMENT dated the day of

BETWEEN:

THE CORPORATION OF THE

CITY OF PORT COQUITLAM

2580 Shaughnessy Street

Port Coquitlam, B.C.

V3C 248

(the "City")

OF THE FIRST PART

FREEMONT HOLDINGS LTD.

("Freemont Holdings")

OF THE SECOND PART

WHEREAS Freemont Holdings owns the lands described in Schedule "B" to
this Agreement and located in the Riverwood area of the City of Port Coquitlam;
| AND WHEREAS development of the lands will be facilitated by the
construction of the Dominion Pump Station and associated drainage improvements
described in this Agreement; .

AND WHEREAS Freemont Holdings wishes to construct the pump station
and drainage improvements to enable the development of its lands, provided that the cost
of the works is offset against proposed development cost charges which would otherwise be
payable in respect of its lands:

| AND WHEREAS Section 983(8) of the Munic: pal Act empowers the Council
of the City to approve of the construction of works by an owner of land and provides for
the deduction of construction costs from applicable development cost charges;

NOW THEREFORE in consideration of the sum of $1.00 now paid by the
City to Freemont Holdings and in consideration of the terms and conditions of this
Agreement, the parties agree as follows: 7

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