TransLink VANOC Out of Home Advertising

TransLink
1600-4720 Kingsway
TRANS/1.1 NK Burnaby, BC V5H 4N2
Canada
Tel 604-453-4500
www.translink.ca
South Coast British Columbia

Transportation Authority
August 19,2010 Reference: FOI-2010/086
Mr. Bob Mackin

VANCOUVER 24 HOURS
554 East 15th Avenue
Vancouver, BC V6T 2R5
Dear Mr. Mackin:
RE: Freedom of Information and Protection of Privacy Act

RESPONSE TO ACCESS REQUEST
I am replying to your request for access to information held by the South Coast British Columbia
Transportation Authority (TransLink), received in our office on July 14, 2010.
We have identified 62 pages of records that are responsive to your request. Throughout the records,
areas that are shaded indicate the exact locations where information has been withheld, or "severed,"
from a specific page. The attached "Requester Report" indicates each page where information was
withheld and the basis for withholding that information.
Section 21(1) of the Freedom of Information and Protection of Privacy Act ("Act") has been applied
to protect information, the release of which could reasonably be expected to harm the business
interests of a third party.
Please be advised that, under section 52 of the Act, you have the right to ask the British Columbia
Information and Privacy Commissioner to review TransLink's response to your request. You have 30
days from receipt of this letter to request such a review.
I trust that this is of assistance to you.
Sincerel
OTIS H a r r i s \
Manager, Information & Privacy
/sk
enclosure
Requester Report
Request Number G-2010-00086

Total Documents 1
Total Pages: 62
Pages Disclosure Exemptions - Exclusions

000001 - 000007 Release
000008 - 000008 Partial s.21(l)
000009 - 000029 Release
000030 - 000030 Partial s.21(l)
000031-000062 Release
SXKUN Page 1/1

AccessPro Redaction
Information disclosed under the Freedom of
Information and Protection of Privacy Act.
TRANS/AINK
INTER-OFFICE MEMO
To: Chris Harris, Manager, Information & Privacy
Copy to: Sabina Kunkel
From: Michael Madill, VP Enterprise Initiatives
Date: August 13, 2010
Subject: Freedom of Information Request - 2010 / 086
With regards to FOI request 2010-086, please find attached the following documents:
Agreement dated November 14th, 2002 between The Vancouver 2010 Bid Corporation
and TransLink [this document provided the opportunity for the Vancouver 2010 Bid
Corporation to purchase any or all ofTransLink's ad space during a specified period of
time in 2010, for resale to their partners and sponsors. This period of time is
colloquially referred to as the 'Games Advertising Period').
Amending Agreement dated June 2003 between Vancouver 2010 Bid Corporation and
TransLink [this document was an amendment to the first agreement that changed the
dates of the 'Games Advertising Period' in 2010.)
License Agreement dated May 1, 2006 between VANOC and TransLink (this document
allows TransLink to use the term "Olympic Village" in its station name for the Canada
Line station closest to the location of the 2010 Olympic Winter Games Village in
Vancouver).
Agreement dated January 31st, 2008 between VANOC, TransLink and the Vancouver
2010 Bid Corporation regarding Ad Space [this document is a three-party agreement
that transferred the rights to purchase and resell the ad space from the Vancouver
2010 Bid Corporation to VANOC, as well as increasing the protection against ambush
marketing).
Page 7 from VANOC / TransLink Deal Memo dated September 18, 2008 with regards to
the above mentioned agreement (this document is part of an agreement between
TransLink and VANOC which contains the agreement by which VANOC chose to
exercise their right under the fourth agreement to purchase all of TransLink's ad space,
including the amount paid to TransLink).
Page lof 2
000001
information and Protection of Privacy Act.
TRANSXMNK
Out of Home Advertising Resale Agreement dated September 11,2009 between

VANOC, Lamar and TransLink (this document is an agreement that provided for
TransLink's existing advertising sales contractor to sell any inventory not sold by
VANOC).
I believe that the above information is responsive to this request. These documents are all of
the agreements between TransLink and VANOC concerning the purchase of TransLink's
advertising inventory for the Games Advertising Period. The first documents establish the right
to purchase the advertising for the Bid Corp, and the transfer to VANOC, and the others concern
the exercise of that right and the subsequent agreement to permit TransLink's contractor,
Lamar, to assist in the sale of the product purchased by VANOC.
The severed portions of the first and fourth documents listed above concern quantities of
product and subtotals. The release of that information would be harmful to Lamar, as it would
provide Lamar's competitors with significant insights into its business model. I believe this
qualifies for exclusion under section 21 of the Act. The severed portion of the fifth document
listed is information that is not responsive to the request.
If you have any questions or concerns regarding this request please contact me at
604-216-3218.
Michael Madill
Vice President
Enterprise Initiatives
Page 2of 2
000002
THIS Vancouver 2010 Bid Corporation Option Agreement ("Option Agreement") is made as of the
14th day of November, 2002
BETWEEN:
The Vancouver 2010 Bid Corporation, a company incorporated

under the laws of British Columbia, with an office at 500 375 Water
Street, Vancouver, British Columbia, V6B 5C6
("Buyer")
AND:
Greater Vancouver Transportation Authority, doing business as

"Translink" a corporation under the laws of British Columbia with
its registered office at 1700 - 4720 Kingsway, Burnaby, British
Columbia Canada V5H 4N2
("Seller").
BACKGROUND:
A. Buyer is preparing, for submission to the International Olympic Committee ("IOC"),
a candidature ("Candidature") for Vancouver ("Host City") to host the 2010 Olympic Winter and
Paralympic Games ("Games").
B. IOC requires Buyer, as part of the Candidature, to obtain binding options on

advertising space in Host City to reduce unfair competition in the form of ambush marketing,
namely, intentional and unintentional attempts to create a false or unauthorized commercial
association with the Olympic Movement or the Olympic Games, including a non-sponsor
company's use of creative means to generate a false association with die Games, a non-sponsor
company's infringement of laws that protect the use of Olympic imagery and indicia, and a non-
sponsor company's activities that intentionally or unintentionally interfere with the legitimate
marketing activities of an Olympic sponsor.
C. Seller is the owner of certain advertising space described in Schedule A ("Ad Space")
in Host City.
D. Buyer wishes to purchase and Seller wishes to sell, for the period January 5, 2010
through March 16, 2010 ("Games Advertising Period"), an option ("Option") for the Ad Space, to
be exercised if Host City is awarded the Games and if Buyer concludes some or all of the Ad Space
will be required for the purpose of reducing unfair competition in the form of ambush marketing, as
described above.
IN CONSIDERATION of the mutual covenants and agreements contained in this Option

Agreement and other consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties to this Option Agreement ("Parties") agree as follows:
000003
1. Option
1.1 Option Grant
Seller hereby grants the Option to Buyer to purchase some or all of the Ad Space for the Games
Advertising Period on the conditions set out below.
1.2 Option Period
Buyer shall be entitled to exercise the Option at any time from the date Host City is awarded the
Games up to and including December 31, 2007 (the "Option Period").
2. Purchase Price
2.1 Determination of Purchase Price

If Buyer exercises the Option to purchase some or all of the Ad Space, the purchase price for the
purchased Ad Space shall be determined on a per facing rate calculated as the 2002 lease rate average
for all available facings in existence at the date of execution of this Agreement, increased by the
percentage increase in the Canadian consumer price index between January 2003 and December
2009 (the 'Purchase Price").
On the basis of that portion of the Ad Space in existence at the date of execution of this Option
Agreement, the Purchase Price is determined to be $9,759,835.00.
2.2 Payment of Purchase Price

The Purchase Price shall be paid on a mutually agreed upon date, which will be no later than the end
of the "Games Advertising Period".
3. Assignment
Should the Games be awarded to Host City, Buyer will be succeeded by OCOG, the Organizing
Committee of the Olympic Games, which shall receive from Buyer an assignment of all
arrangements underlying the bid and shall be the organization to conduct the Games and carry out
the rights and responsibilities of Buyer hereunder. Following such assignment and the assumption
by OCOG of all of the obligations, representations and warranties of Buyer hereunder, Buyer shall
have no further obligations or liability hereunder.
Seller shall not have the right to assign its rights under this Option Agreement unless it shall have
obtained the prior written consent of Buyer and the assignee agrees to be bound, without limitation,
by the provisions of this Option Agreement
000004
4. Use of Ad Space
If Buyer exercises the Option, any use of the Ad Space shall be solely by the IOC, international IOC
TOP sponsors, or National Organizing Committee sponsors, and the Ad Space shall not be re-sold
or assigned to any third parties without the prior consent of Seller.
If Buyer exercises the Option, use of the Ad Space shall conform with the requirements of the
Seller's advertising standards, policies, indemnities and other requirements as described in Schedule
B.
5. Termination of Agreement
This Option Agreement will terminate upon the failure of the Host City to be awarded the Games
by IOC. The obligations of the parties specified in Section 8 of this Option Agreement shall survive
any termination of this Option Agreement pursuant to this Section 4.
6. Continuing Obligation
The rights and obligations of Seller set out in this Option Agreement shall be assumed by any
subsequent lessee and/or owner of the Ad Space. Only causes of a force majeure nature shall
excuse Seller, or any subsequent lessee or owner of the Ad Space, from the due performance of its
obligations hereunder.
7. Representations and Warranties of Buyer
Buyer has all necessary power and authority to enter into this Option Agreement and to perform its
obligations hereunder; the execution of this Option Agreement by Buyer and the performance by
Buyer of its obligations hereunder have been duly authorized by all necessary corporate action; and
this Option Agreement has been duly executed and delivered by Buyer and is a valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms.
8. Representations and Warranties of Seller

Seller has all necessary power and authority to enter into this Option Agreement and to perform its
obligations hereunder; the execution of this Option Agreement by Seller and the performance by
Seller of its obligations hereunder have been duly authorized by all necessary corporate action; and
this Option Agreement has been duly executed and delivered by Seller and is a valid and binding
obligation of Seller enforceable against the Seller in accordance with its terms.
9. Dispute Resolution
The Parties agree to attempt to resolve all disputes arising out of or in connection with this Option
Agreement, or in respect of any legal relationship associated with it or from it, by mediated
negotiation with the assistance of a neutral person appointed by the British Columbia International
Arbitration Centre administered under its Mediation Rules. The place of mediation shall be
Vancouver, British Columbia.
000005
10. Notices
Any notice required or permitted to be given hereunder or for the purposes hereof to any Party shall
be sufficiently given if delivered or if transmitted by facsimile to such Party:
in the case of a notice to Buyer, at
Vancouver 2010 Bid Corporation
Suite 500-375 Water Street
Vancouver, BC V6B 5C6
Attention: Linda Ogiov
Facsimile No. 604-683-2010
in the case of a notice to Seller, at:
Greater Vancouver Transportation Authority
1700 - 4720 Kingsway
Bumaby, British Columbia

V5H 4N2
Attention: Bob Crodieu' '/_ oV\VA TS ftcW/OLO \a/
Facsimile No.: 601 453 4633 6 Ol~f- #5^ ty-61'X-.
or at such other address or addresses as the party to whom such notice is to be given shall have last
notified the party giving the same in the manner provided in this section.
11 . Amendment
This Option Agreement may be amended only by a written instrument signed by both Parties.
12. Time of the Essence

Time is of the essence in this Option Agreement
13. Headings
000006
The headings of the various sections and subsections of this Option Agreement are used for
convenience of reference only and shall not modify, define or limit any of the provisions hereof.
14. Waiver
No waiver of any of the provisions of this Option Agreement shall be deemed to or shall constitute
a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.
15. Severability
If any provisions or portions thereof of this Option Agreement shall to any extent be held to be
invalid or unenforceable, the remainder of this Option Agreement or the application of such
provisions or portions thereof shall not be affected thereby and each provision of this Option
Agreement shall be valid and enforceable to the fullest extent permitted by the law as the intent of
the Parties can be maintained.
16. Governing Law

This Option Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the federal laws of Canada applicable therein without regard to
principles of conflict of laws.
IN WITNESS WHEREOF the Parties have executed this Option Agreement as of the day and year
first above written.
VANCO R 2010 BID CORPORATION DOROTHY E. BYRNE, Q.C.

Per. General Counsel and
Corporate Secretary
Vancouver 2010 Bid Corporation
Suite 500 - 375 Water Street
yA^jc Vancouver, BC V6B 5C6
Ph: 604-806-1016
GREATER VANCOUVER TRANSPORTATION AUTHORITY
Per:
Authorizes Signat >ry
000007
SCHEDULE"A"
Product Quantity 2002 Rate Card To t a l

Transit Buses Entire Lower Mainland
Framed Kings $408
Vinyl King $408
Vinyl Kongs $940
Headliners $200
Full Wraps $4,745
Back Attack $1,400
Back Splash $990
Supertail $640
Framed 70 $345
Michelangelos $100
Transit Interiors $17
Skytrain
Platform Posters 4 7 8 ; . l : ' . y. ; : - . - S !
Michelangelos 100
Skytrain Interior 33
Vertical Cards 100
Station Domination 30000
Skystrips 1200 :::':WMm
Skytrain Wraps 10000 ;'-" WMmi
Wall Graphics 1500-
Floor Graphics 1500
Fare Boxes 450
West Coast Express

Platform Posters !\!r;'h 478 /i_i..:^t;8
Michelangelos :.:?1;-:; 100 Wx?mm
WCE Interior tV^^- 17 -:-\'. "a-
Vertical Cards 100
s.21(1)
Seabus Grand Totals

Kings 605 ':^'^QmS Transit Buses
Countdown Clock WyV] 200 Î'MîM Skytrain
Fare Boxes ;:Mvr.';: 450 '"mW^m West Coast Express
Wall Graphics 1500 Seabus
Floor Graphics 1500
10-week Value of Inventory $9,759,835

*4 Week Rate in Gross Dollars S.21 (1)
*2002 Rates. Yearly increases trend between 5-10% S.21(1)
*lnstallation will apply to vinyl products
*For forecasting purposes only
Note: Future potential for a rapid transit fine to Richmond and the airport is currently being considered, as are other projects that may
significantly increase and/or change the composition of our advertising inventory.
Information, the disclosure of which would reveal 3rd party proprietary business information
000008
SCHEDULE "A"
ROLL NO.
P.I.D. NO.
FILE NO. PROPERTY/ADDRESS LEGAL DESCRIPTION TITLE NO. STATUS
1. CORPORATE PROPERTIES OWN[ED
C2000 OAKRIDGE TRANSIT CENTRE Bl. 866 Exc: Part in Ref. 009-750-150-55 OWNED
949W41STAVE-VAN Plan 15238 D.L. 526 010-328-637
Plan 7764 H72992
C2002 BURNABY TRANSIT CENTRE Block "H" D.L. 117 GplNWD 1050-3750-0000 OWNED
3750 KITCHENER ST - BBY 16251 000-655-333
X92900E
C2004 WEST VAN. TRANSIT CENTRE Lot 1 Block F D.L. 266 2060-000-6 OWNED
225 LLOYD AVE. - NORTH VAN Plan 20600 006-551-106
N79300
C2005 NORTH VAN. TRANSIT CENTRE LOTS 11-21 - ALL ONE ROLL) 960014 OWNED
502-536 E 3RD ST - NORTH VAN Lot 11, Block 21 D.L 273 014-868-989
Plan 1063 J9689
Lot 12, Block 21 D.L. 273 014-869-012
Plan 1063 GC131920
Lot 13, Block 21 D.L 273 014-869-021
Plan 1063 GC131921
Lot 14, Block 21 D.L 273 014-869-055
Plan 1063 GC131922
Lot 15, Block 21 D.L 273 014-869-063
Plan 1063 GC131923
Lot 16, Block 21 D.L 273 014-869-098
Plan 1063 J9690
Lot 17, Block 21 D.L. 273 014-869-101
Plan 1063 GC131924
Lot 18, Block 21 D.L 273 014-869-110
Plan 1063 GC131925
Lot 19, Block 21 D.L. 273 014-869-128
Plan 1063 GC131926
Lot 20, Block 21 D.L 273 014-869-144
Plan 1063 GC131927
Lot21.Block21D.L273 014-869-187
Plan 1063 J10313
C2006 NORTH SHORE SEABUS Lot 10 of the Bed of Burrard lnl( 179216.000 OWNED
TERMINAL lying in front of D.L. 271 005-242-509
2 CHESTERFIELD PL. - N. VAN. Plan 18883 P91534
C2007 PORT COQ. TRANSIT CENTRE Lot 17, Exc: Firstly: Pel. "A" 502050-003 OWNED
2061 KINGSWAY AVE - PT. COQ. (Ref. Plan 11395) and secondly 001-410-636
Part Subdivided by Plan 49602; Y41844E
Sec. 7 and 18 B6N
Range 1 East NWD Plan 10150
C 2 0 1 0 ,SURREY TRANSIT CENTRE South half of the north half of 6902-97102-7 <DWNED
000009
7740-132NDST-. ,*REY Legal Subdivision 10 Sec J 013-238-221
Township 2 Exc: Firslty: west 3: S51203E
Secondly: Part on bylaw
PI. 54269 NWD
RICHMOND TRANSIT CENTRE Pel. 1 Sec. 1 B3N R6W NWD R-044-600-001 OWNED
11133 COPPERSMITH WAY Plan LMP38983 024-225-746
BM219739
11-72-12 SKYTRAIN OPERATIONS AND Pel. One D.L. 171 Gp 1 NWD 3380-6800-0000 OWNED
MAINTENANCE CENTRE Expl. Plan 78141 011-402-342
6800 - 14TH AVE., BURNABY AB102281
SOUTH SEABUS TERMINAL DL 541, LEASE NO. V1690 SE 561-138-18-5000 LEASE

601 W. Cordova St. BUS TERMINAL (NO PID)
(NO TITLE)
SKYTRAIN STATIONS:
WATERFRONT
611 W. CORDOVA ST., VAN.
BURRARD
635 BURRARD ST., VAN.
GRANVILLE
655 SEYMOUR ST., VAN.
STADIUM
590 BEATTY ST., VAN.
MAIN STREET
1399 MAIN ST., VAN.
BROADWAY
2550 COMMERCIAL DR., VAN.
NANAIMO
2450 E.24TH AVE., VAN.
29TH AVENUE
2790 E.29TH AVE., VAN.
JOYCE
5099 JOYCE ST., VAN.
PATTERSON
t .101 BERESFORD ST., BBY.
IV1ETROTOWN
i W01 BERESFORD ST., BBY.
000010
ROYAL OAK
5199 BERESFORD ST., BBY.
EDMONDS
6944-18TH AVE., BBY.
22ND STREET
649 - 22ND ST., NEW WEST.
NEW WESTMINSTER
32-8THST., NEW WEST.
COLUMBIA
435 COLUMBIA ST., NEW WEST.
SCOTT ROAD
12501 - 110TH AVE., SUREY
GATEWAY
13401 - 108TH AVE., SURREY
SURREY CENTRAL
10278 - 135TH ST., SURREY
KING GEORGE
9875 E. WHALLEY RING RD., SRY.
SAPPERTON
240 BRUNETTE AVE.. NEW WEST.
BRAID
81 BRAID ST., NEW WEST.
LOUGHEED (EAST)
9755 LOUGHEED HWY., BBY.
LOUGHEED (WEST)
9677 LOUGHEED HWY., BBY
PRODUCTION WAY
3298 PRODUCTION WAY, BBY.
LAKE CITY
3191 LAKE CITY WAY, BY.
SPERLING
2800 SPERLING AVE., BBY.
HOLDOM
2111 HOLDOM AVE., BBY.
BRENTWOOD '
4533 LOUGHEED HWY., BBY.
GILMORE
2199 GILMORE AVE., BBY.
RUPERT
000011
2698 RUPERT ST., .AN.
RENFREW
2799 RENFREW ST., VAN.
RENFREW SUBSTATION
2998 HEBB AVE., VAN.
COMMERCIAL
1725 EAST BROADWAY, VAN.
VCC
2102 KEITH DR., VAN.
WEST COAST EXPRESS STATIONS:
WATERFRONT
601 WEST CODOVA ST., VAN.
PORTMOODY
65 WILLIAMS STREET
COQUITLAM
2920 BARNET HWY
PORT COQUITLAM
2125 KINGSWAY
PITT MEADOWS
12258 HARRIS ROAD
MAPLE MEADOWS
20010 DUNN AVE
PORTHANEY
22300 RIVER ROAD
MISSION
33200 NORTH RAILWAY AVE
000012
SUBJECT: TRANSIT ADVERTISING
Sponsored by: President and Chief Executive Officer

Accountable Manager: Vice President, Customer Services
Working Contact: Manager, Marketing
PURPOSE:
To set TransLink Policy with respect to:
< the display of advertisements on TransLink property;
< product endorsement; and
< the use of registered trademarks and official marks.
POLICY:
1. The display of acceptable advertisements on TransLink vehicles, property, and in printed material
distributed by TransLink is accepted as a means of generating revenue for the Corporation.
2. Advertisements, to be accepted, shall be limited to those which communicate information concerning

goods, services, public service announcements and public events.
3. Advertisements accepted for display on TransLink property or in its publications shall conform to the
standards and limitations from time to time adopted by the Board of Directors.
4. Unless authorized by the Board of Directors, TransLink shall not endorse any product, service, cause,
proposition or thing.
5. The style of the name ATransLinks and the registered trade marks, and official marks of the
Corporation, including ASeaBus.s ASkyTrain,s SkyBridge,s HandyDart,s shall not be authorized for
use in any manner other than to identify a transit service without the express authorization of the Board
of Directors.
PROCEDURES:
The Manager, Marketing TransLink is charged with the responsibility of implementing this policy and for that
purpose is authorized to make interpretations and directions as may be required. Any dispute with respect to
the interpretation of this policy or directives issued under it, shall be referred to the Board of Directors whose
decision shall be final.
The acceptability of advertisements for display on TransLink property or in publications distributed by it shall
be governed by this policy as interpreted by the Manager, Marketing TransLink or other persons to whom that
authority has been delegated, including a licensee of TransLink.
Each person charged with the authority to accept advertisements has the responsibility of ensuring
compliance with this policy and implementing the directions issued by the Board of Directors of TransLink from
time to time.
Standards and Limitations
In determining the acceptability of any advertisement within the provisions of this policy, TransLink will be
000013
guided by the general principles embodied in the Canadian Code of Advertising Standards which is attached
as Schedule AA.s Without limiting the generality of those standards:
1. All advertisements must comply with the laws, statutes, regulations and bylaws in force in the province
of British Columbia;
2. No advertisement will be accepted which TransLink, in the exercise of its sole discretion, considers to
be of questionable taste or in any way offensive in the style, content or method of presentation;
3. All advertisements shall be of a moral and reputable character;
4. All advertisements shall be free of any demeaning, derogatory, exploitative or unfair comment or
representation of any person or group of persons, or any such comment or representation based on
race, colour, ancestry, ethnic origin, creed, religious affiliation, sex, sexual orientation, disability, age,
marital or family status;
5. Advertisements which pertain to occupational and educational opportunities shall recognize the
changing role of women and men in our society and fairly reflect the availability of occupations, the
distribution of labour and the equality of opportunities in the workplace;
6. Advertisements, otherwise acceptable under this policy, which convey information about a meeting,
gathering or event, must contain, but are limited to, the name of the sponsoring group, the name of the
persons participating in the event, and the location, date and time of the event;
7. No advertisement will be accepted which is likely, in the light of prevailing community standards, to
cause offence to any person or group of persons or create controversy;
8. No advertisement will be accepted which promotes or opposes a specific theology or religious ethic,
point of view, policy or action;
9. No advertisement will be accepted which advocates or opposes any ideology or political philosophy,
point of view, policy or action, or which conveys information about a political meeting, gathering or
event, a political party or the candidacy of any person for a political position or public office;
10. No advertisement will be accepted which exploits the sexuality of men or women;
11. No advertisement will be accepted which uses portrayals of men or women for the purpose of promoting
the consumption of goods and services unless the nature of the goods or services necessarily require
such portrayal;
12. No advertisements will be accepted which promotes any tobacco company, tobacco product or tobacco
brand promotions, including sponsorship of promotion of cultural or sporting events;
13. No advertisements will be accepted which promotes any liquor company, liquor product or liquor brand
promotions.
14. Any advertising with reference to public transit and/or TransLink must be presented by the advertiser to
the licensee for approval, prior to production of advertising materials.
POLICIES REPLACED: None
000014
SCHEDULE"B"
INDEMNITY
The Buyer will indemnify and save harmless the Greater Vancouver Transportation Authority, its
subsidiaries, and the directors, councilors, members, officers, employees, agents and contractors of each
of the foregoing entities (collectively referred to as the "Indemnified Parties") against all claims, demands,
complaints (including, without limitation, complaints pursuant to human rights legislation), actions,
liabilities, costs (including, without (imitation, actual legal fees and disbursements), suits or damages
arising from or caused by:
a) any infringement or alleged infringement of any trademark, copyright, moral right, patent or industrial
design;
b) any contravention or alleged contravention of the laws of British Columbia or Canada;
c) any libel or alleged libel;
d) any willful or negligent act or omission of the Buyer, or any of its directors, officers, employees, agents
or contractors;
e) any other act or omission of the Buyer, or any of their directors, officers, employees, agents or
contractors;
in connection with any advertisement presented by the Buyer, placed on the Advertising Space and
Display.
INSTALLATION
Installation of material in the Ad Space purchased by the Buyer shall be performed by the Seller, or its
agents.
000015
AMENDING AGREEMENT
Whereas the Vancouver 2010 Bid Corporation (the "Bid Corporation") and Greater
Vancouver Transportation Authority, doing business as "Translink", entered into an
agreement (the "Option Agreement") dated as of November 14,2002 pursuant to which
Translink granted to the Bid Corporation an option to purchase certain advertising space
for use by the Bid Corporation, if Vancouver is successful in winning the right to host the
2010 Olympic Winter Games and Paralympic Games ("the Games");
Whereas it was assumed, at the time of negotiation of the Option Agreement, that the
Games would be held during the period commencing February 5,2010 and ending March
14, 2010 and the "Games Advertising Period" was consequently defined in the Option
Agreement as the period January 5, 2010 through March 16, 2010;
Whereas it has now been proposed, at the request of the IOC, that if Vancouver is
successful in winning the right to host the Games, the Games be held during the period
commencing February 12,2010 and ending March 21,2010;
And whereas the parties have each concluded it is in their respective best interests to
accommodate the requested change in dates and to amend the Option Agreement
accordingly.
Now therefore, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by both parties, the parties hereby agree as follows:
1. The Games Advertising Period defined in recital D of the Option Agreement is

hereby amended to be January 12,2010 through March 23,2010.
2. In all other respects, the Option Agreement remains unmodified and is hereby
confirmed by the parties.
3. Capitalized terms used herein shall have the meaning given such terms in the
Option Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of June ,

2003.
Translink
Per:
[A^r\X Per:
000016
TRANS LINK
THIS Agreement is made as of the 7 day of January, 2008.
BETWEEN:
The Vancouver Organizing Committee for the 2010 Olympic and

Paralympic Winter Games, a company incorporated under the laws of
British Columbia, with an office at 400 - 3585 Graveley Street, Vancouver,
British Columbia, V5K 5J5
("VANOC")
AND:
South Coast British Columbia Transportation Authority (formerly

Greater Vancouver Transportation Authority), doing business as
"TransLink," a corporation under the laws of British Columbia with its
registered office at 1700-4720 Kingsway, Burnaby, British Columbia,
V5H 4N2
("TransLink")
AND:
The Vancouver 2010 Bid Corporation, a company incorporated under

the laws of British Columbia, with an office at 400 - 3585 Graveley Street,
Vancouver, British Columbia, V5K 5J5
("Bid Corporation")
BACKGROUND:
A. VANOC is responsible for planning, organizing, financing and staging

the XXI Olympic Winter Games and X Paralympic Games in 2010 (the
"Games"), which will be hosted by Vancouver ("Host City");
B. TransLink is the owner of certain advertising space in Host City;
C. The Bid Corporation and TransLink entered in an agreement dated

November 14, 2002 (the "2002 Option Agreement") wherein TransLink
granted an option to the Bid Corporation to purchase all or part of the
Ad Space during the Games period in 2010;
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D. VANOC, which has succeeded the Bid Corporation, wishes to enter

into a new agreement with TransLink with respect to the Ad Space that
would replace the 2002 Option Agreement;
IN CONSIDERATION of the mutual covenants and agreements contained in this

Agreement and other consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties to this Agreement ("Parties") agree as follows:
1. TERMINATION OF 2002 OPTION AGREEMENT
The Parties acknowledge that, as of the date of this Agreement, the option
contained in the 2002 Option Agreement has not been exercised by the Bid
Corporation.
The Bid Corporation and TransLink agree to terminate the 2002 Option
Agreement as of the date of this Agreement.
2. DEFINITIONS
In this Agreement, the following terms will have the meanings set out below:
(a) "2002 Option Agreement" will have the meaning set out in recital C;
(b) "Ad Space" will mean all of the units of Existing Ad Products and ali
of the units of New Ad Products made available by TransLink for
the placement of non-TransLink advertisements from time to time;
(c) "Unit Rate - Existing Ad Product" for each Existing Ad Product will
mean the 2010 rate card value for placing advertisements on each
unit of such Existing Ad Product as set out in Schedule A attached
hereto;
(d) "Unit Rate - New Ad Product" for each New Ad Product will mean
the published rate card, projected by TransLink, for placing
advertisements on each unit of such New Ad Product as of January
1, 2010, it being agreed that such projected rate card will be
reflective of comparable rates charged for similar products on other
transit systems in Canada;
(e) "Existing Ad Products" wilt mean the advertising products described

in Schedule A on the TransLink System;
(f) "Games Advertising Period" will mean the period starting on

January 12, 2010 and ending on March 23, 2010, which
encompasses the duration of the Games;
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(g) "Host City" will have the meaning set out in recital A;
(h) "New Ad Products" will mean all advertising products, other than
Existing Ad Products, that TransLink makes available (in its sole
discretion) in the ordinary course of business on the TransLink
System for third party advertisements from the date hereof through
to the conclusion of the Games Advertising Period, but excluding
any Liquid Crystal Display screen products that TransLink may, in
its sole discretion, choose to retain during the Games Period for the
purpose of communicating transportation-related information
(provided that such Liquid Crystal Display screen products are not
commercially sponsored or otherwise used to create an
unauthorized association with the Games);
(i) "Olympic and Paralympic Family" will mean any of VANOC's

government partners, suppliers, Sponsors and broadcasters or
such other third parties as VANOC deems necessary for the
organizing, staging and hosting of the Games;
(j) "Purchase Price" will have the meaning set out in s. 4.1;
(k) "Sponsors" will mean persons who contract with the International
Olympic Committee, Canadian Olympic Committee or VANOC for
the right to place advertising in the Host City during the Games
Advertising Period, showing the persons' affiliation with the Games;
(I) "TransLink System" will mean the public bus, community shuttle,
HandyDART, SeaBus, commuter rail, and rapid transit system
operated by or on behalf of TransLink within its transportation
service region, and includes SkyTrain and West Coast Express;
(m) "Vinyl Material Products" will mean any products installed using
vinyl materials which are applied directly onto a public bus,
community shuttle, HandyDART, SeaBus, commuter rail or rapid
transit system that is operated within the Translink System, which is
not otherwise secured in place other than by the adhesiveness of
the vinyl materials. For greater certainty, this does not include
framed products, vertical car cards, interior cards, platform posters
or any other product that does not involve the direct application of
vinyl materials as the sole method of application.
3. OPTION
3.1 Option Grant
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TransLink hereby grants to VANOC an option (the "Option") to purchase some or

ail of the Ad Space for the Games Advertising Period on the terms set out in this
Agreement.
3.2 Option Period
VANOC will be entitled to exercise the Option at any time from the date of this
Agreement up to and including August 31, 2008 ("Exercise Date").
3.3 Option Exercise
In the event VANOC elects to exercise the Option, such exercise must (i) be
made in writing, (ii) be made not later than the Exercise Date, and (iii) specify the
fixed number or fixed percentage of the Ad Space and, if applicable, the specific
location of such Ad Space to be used during the Games Advertising Period.
3.4 Right of First Refusal
For New Ad Products that have not been identified by TransLink to VANOC prior
to the Exercise Date or that is acquired or developed by Translink after the
Exercise Date, TransLink shall grant VANOC the first right of refusal to purchase
any such New Ad Products for a period of 45 calendar days after written notice is
first given to VANOC of such New Ad Products.
4. PURCHASE PRICE
4.1 Determination of Purchase Price
If VANOC exercises the Option to purchase some or all of the Ad Space for use
during the Games- Advertising Period, the purchase price (the "Purchase Price")
for the Ad Space will be calculated as follows:
(a) for each Existing Ad Product, the Unit Rate - Existing Ad Product
multiplied by (i) the number of units of that product exercised by
VANOC as of the Exercise Date, or (ii) the number of units of that
product otherwise agreed in writing between VANOC and
TransLink;
(b) for each New Ad Product, the Unit Rate - New Ad Product
multiplied by (i) the number of units of that product exercised by
VANOC as of the Exercise Date, or (ii) the number of units of that
product otherwise agreed in writing between VANOC and
TransLink;
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information disclosed under the Freedom of
(c) if VANOC purchases fewer than all of the units of an Existing Ad

Product or New Ad Product, an additional 15% premium on the
amounts set out in s. 4.1 (a) for each such Existing Ad Product or s.
4.1(b) for each such New Ad Product.
The costs described in s. 5.3(a)(iii) and 5.3(a)(iv) are in addition to the Purchase
Price.
4.2 Payment Terms
The Purchase Price will be paid on a mutually agreed upon date, which will be no
later than the first day of the Games Advertising Period.
The costs described in s. 5.3(a)(iii) and 5.3(a)(iv) will paid by VANOC within 30
days of receipt of invoice from TransLink.
5. USE OF AD SPACE
5.1 Permitted Use
If VANOC exercises the Option, any use of the Ad Space will be solely by the
Olympic and Paralympic Family, and the Ad Space will not be used by, re-sold to
or assigned to any other third parties without the prior written consent of
TransLink.
5.2 Compliance with TransLink Standards
If VANOC exercises the Option, use of the Ad Space will conform to the
requirements of TransLink's advertising standards, policies, and other
requirements as described in Schedule B, which may be amended by TransLink
from time to time. In the event that such standards, policies or other
requirements are amended from time to time, TransLink agrees to provide
VANOC with reasonable notice of such amendments.
5.3 Production, Installation and Removal of Advertisements
(a) If VANOC exercises the Option, the production, installation and removal of
advertisements on the Ad Space exercised by VANOC will be handled as
follows:
(i) TransLink and VANOC will meet no later than March 31, 2009 to
discuss the timing and production of advertisements for the Games
Advertising Period;
(ii) TransLink (or its advertising licensee) will remove, at Translink's

cost, all advertisements prior to the Games Advertising Period;
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(iii) Unless otherwise agreed between TransLink and VANOC,

TransLink (or its advertising licensee) will be responsible for the
production, at VANOC's cost, of all Vinyl Material Products for the
Games Advertising Period;
(iv) TransLink (or its advertising licensee) will install, at VANOC's cost,
all Vinyl Material Products produced under s. 5.3(a)(iii); and
(v) TransLink (or its advertising licensee) will install, at Translink's cost,
all other products, other than Vinyl Material Products.
(b) TransLink (or its advertising licensee) will be responsible for removing and
installing any advertisements after the Games Advertising Period at no
cost to VANOC.
6. PROTECTING THE OLYMPIC BRAND
6.1 Protection against Ambush Marketing
TransLink agrees that it will not authorize any third party to conduct any
commercial promotional activity, including product giveaways, leafleting, or other
promotional communications, on the TransLink System (to the extent property is
owned or controlled by TransLink) during the Games Advertising Period without
the consent of VANOC, and, should it become aware of any unauthorized
promotional activity taking place thereon or therein, it will notify VANOC, but will
not be obligated to take any steps to prevent or stop any unauthorized
promotional activity.
TransLink's obligations under this s. 6.1 will not apply to:
(a) the operation, in the normal course, of retail businesses operating on the
TransLink System;
(b) the placement of advertisements on any Ad Space not exercised by

VANOC; or
(c) any activity that TransLink reasonably believes it is required by law to

permit.
6.2 Acknowledgement
VANOC acknowledges that, subject to the terms of this Agreement and the
aplicable laws of British Columbia and Canada, TransLink is under no obligation
to VANOC at any time to:
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(a) refuse to display advertisements, on the Ad Space, from any third party; or
(b) refuse to authorize any third party commercial promotional activity.
7 . VA N O C I N D E M N I T Y
VANOC will indemnify and save harmless TransLink, its subsidiaries, and the
directors, officers, employees, agents and contractors (including advertising
licensees) of each of the foregoing entities (collectively referred to as the
"Indemnified Parties") against all claims, demands, complaints (including, without
limitation, complaints pursuant to human rights legislation), actions, liabilities,
costs (including, without limitation, actual legal fees and disbursements), suits or
damages arising in connection with:
a) any advertisement displayed on the Ad Space during the Games

Advertising Period if VANOC exercises the Option, including, without
limitation:
i) any claim of infringement of any trademark, copyright, moral right,

patent or industrial design;
ii) any contravention or alleged contravention of the laws of British

Columbia or Canada; or
iii) any libel claim;
b) the removal of any advertisement under s. 6 by TransLink or its licensee;
c) any contravention or alleged contravention of the laws of British Columbia

or Canada by VANOC, its directors, officers, employees, agents and
contractors;
d) any act or omission (whether negligent or otherwise) of VANOC, its

directors, officers, employees, agents or contractors; or
e) to the extent VANOC is responsible for the cost under section 5.3, the
production, installation and removal of any advertisement under s. 5.3;
under this Agreement, save and except for any wilful misconduct or negligent act
or omission of TransLink.
The parties confirm that TransLink's participation in the production or installation

of any advertisement displayed on the Ad Space during the Games Advertising
Period, if VANOC exercises the option, will not constitute approval of the
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advertisement or serve to limit the scope of TransLink's right to indemnification

under this s. 7.
8. ASSIGNMENT AND SUBCONTRACTING
Neither party will have the right to assign its rights under this Agreement unless it
will have obtained the prior written consent of the other party and the assignee
agrees to be bound, without limitation, by the provisions of this Agreement.
Each party will have the right to subcontract the performance of its obligations to
third parties.
9. CONTINUING OBLIGATION
The rights and obligations of TransLink set out in this Agreement will be assumed
by any subsequent lessee and/or owner of the Ad Space. Only causes of a force
majeure nature will excuse TransLink, or any subsequent lessee or owner of the
Ad Space, from the due performance of its obligations hereunder.
10. REPRESENTATIONS AND WARRANTIES OF VANOC
VANOC has ait necessary power and authority to enter into this Agreement and
to perform its obligations hereunder; the execution of this Agreement by VANOC
and the performance by VANOC of its obligations hereunder have been duly
authorized by all necessary corporate action; and this Agreement has been duly
executed and delivered by VANOC and is a valid and binding obligation of
VANOC, enforceable against VANOC in accordance with its terms.
11. REPRESENTATIONS AND WARRANTIES OF TRANSLINK
TransLink has all necessary power and authority to enter this Agreement and to
perform its obligations hereunder; the execution of this Agreement by TransLink
and the performance by TransLink of its obligations hereunder have been duly
authorized by all necessary corporate action; and this Agreement has been duly
executed and delivered by TransLink and is valid and binding obligation of
TransLink enforceable against the TransLink in accordance with its terms.
12. DISPUTE RESOLUTION
The Parties agree to attempt to resolve all disputes arising out of or in connection
with this Agreement, or in respect of any legal relationship associated with it or
from it, by mediated negotiation with the assistance of a neutral person appointed
by the British Columbia International Arbitration Centre administered under its
Mediation Rules. The place of mediation will be Vancouver, British Columbia.
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13. NOTICES
Any notice required or permitted to be given hereunder or for the purposes

hereof to any Party will be sufficiently given if delivered or if transmitted by
facsimile to such Party:
In the case of a notice to VANOC or Bid Corporation, at:
Vancouver Organizing Committee for the

2010 Olympic and Paralympic Winter Games
3585 Graveley Street
Vancouver, British Columbia V5K 5J5
Attention: Director, Commercial Rights Management

Facsimile No.: 778-328-2011
In the case of a notice to TransLink, at:
TransLink
1600-4720 Kingsway
Burnaby, British Columbia V5H 4N2
Attention: Vice-President, Corporate & Public Affairs

With a copy to:
TransLink
1600-4720 Kingsway
Burnaby, British Columbia V5H 4N2
Attention: Manager, Customer Services and Marketing

or at such other address or addresses as the party to whom such notice is to be

given will have last notified the party giving the same in the manner provided in
this section.
14. AMENDMENT
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This Agreement may be amended only by written instrument signed by the

Parties.
15. TIME OF THE ESSENCE
Time is of the essence in this Agreement.
16. HEADINGS
The heading of the various sections and subsections of this Agreemenl are used
for convenience of reference only and will not modify, define or limit any of the
provisions hereof.
17. WAIVER
No waiver of any of the provisions of this Agreement will be deemed to or will

constitute a waiver of any other provisions (whether or not similar) nor will such
waiver constitute a continuing waiver unless otherwise expressly provided.
18. SEVERABILITY
If any provisions or portions thereof of this Agreement will to any extent be held
to be invalid or unenforceable, the remainder of the Agreement or the application
of such provisions or portions thereof will not affected thereby and each provision
of this Agreement will be valid and enforceable to the fullest extent permitted by
the law as the intent of the Parties can be maintained.
19. GOVERNING LAW AND FORUM
This Agreement will be governed by and construed in accordance with the laws
of the Province of British Columbia and the federal laws of Canada applicable
therein without regard to principles of conflict of laws. The parties consent to the
jurisdiction of the courts of the Province of British Columbia.
20. FORCE MAJEURE
Notwithstanding anything herein to the contrary, the parties hereto will not be
deemed in default with respect to the performance of or compliance with any of
the terms, covenants or conditions of this agreement if the failure to perform or
comply is due to any act of God, armed conflict, riots, terrorism, civil commotion,
sabotage, partial or entire failure of utilities, strikes, lockouts, or any other event
or cause, whether similar or dissimilar to the foregoing, beyond the reasonable
control of the party claiming the benefit of this clause and which that party could
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not reasonably have protected itself against, provided however that lack of funds
or credit will not constitute an event of force majeure.
21. ADVERTISING SPACE OUTSIDE TRANSLINK SYSTEM
TransLink advises that its advertising licensee has agreed to provide advertising
space (the "Out of Home Space") located outside the TransLink System within
North America, valued at approximately $1,000,000.00, and such Out of Home
Space is available to TransLink or its designate for the placement of advertising
in relation to TransLink or the Games. As of the date of this Agreement, the Out
of Home Space includes digital billboards, static billboards and transit media (e.g.
buses, bus shelters and bus benches). VANOC may offer all or a portion of the
Out of Home Space to the Olympic and Paralympic Family for the placement of
their own advertisements, on the basis that TransLink will be paid the published
rate card value for such space and all associated advertisement production,
installation and removal costs. VANOC will ensure that any member of the
Olympic or Paralympic Family who wishes to place advertisements on the Out of
Home Space enters into an agreement with TransLink (or, at TransLink's option,
its advertising licensee), no later than August 31, 2008, on terms and conditions
acceptable to TransLink.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the

day and year first above written.
THE VANCOUVER ORGANIZING COMMITTEE

FOR THE 2010 OLYMPIC AND PARALYMPIC
WINTER GAMES
Name: . , _^
John ftTNlkaughlin 'KCf,H; .IrV" r ^ . c f fl '
Executive Vice President & CFO ''--.._ vawgc _^ _
____________________________________________________ _ ** Wi*W!.iw- ** .
Title:
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Schedule A
Existing Ad Products
See attached
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Inventory Value
Tr a n s L i n k
Product A c t u a l 2 0 0 7 2 0 1 0 R a t e U O f U n i t e 4 We e k 10 Week
R a l e C a r d C a r d Va l u e S e p t . 2 0 0 7 C o s t Cost
Va l u e
Buses
Framed Kings 535 600

Vinyl Kings G3:> Citili
Super Kings 67ft 750
Vinly Kongs 649 025
Headlines 11. i
Full Wraps ...09 7.500
Full Wrap Articulates 5.3JH.4 ..000
Back Attacks F/.t> 1,000
Back Splaslts 725 fi75
SuperTails 53fi Cfi'J
70's Fr;imed aivt Vinyl 3?s .00
Michelangelos 100 !_:'
Interiors
SkyTrain - Expo and Millenium Lines
Platform Posiei >!;

i,i
Unckl a Posters i'j:..>
Micfifclaftgftlos :>u i :?-.

Interiors
Vortical Cards |*":
Station Domination .. W<
SkyS trips
SkyTrain Wraps 7 O.'Jl'.
Wall Graphics 1.MK L'.SIVJ
Floor Graphics Ul!; ?!:*
Fare fjoxes
Backi.it Scrollers ii.'l'..
Station Samplinp ..co.
West Coast Express
Platform Posters
Interiors 3.'i
Vertical Cards 11!
Train Wraps fc.20. m.ocii-
Sampling - Seat Drops
SeaBus
Kings :>/'.
Fare Boxes . i!"> if.
Wall Graphics
Floor Graphics 1.6E5 Si
Turnstile Wtnps
Sinclair Center
Backfii Posters .50 S 4:j()
Total 10 Week Exposure S 4.281.775 S 10.704.436

s.21(1)
Ounsmuir Street Entrance to Granville SkyTrain Station
s.21(1) s.21(1)
Wafi Graphics 2.ax
Pillars
Backlight Scroltcr
s.21(1)
LCD Digital Screen Advertising' IB.') TBD
I'ai it>e pmpoitt ol tfic /t(iccmei/. ICO D_rfar Socen Atf/eiiumak'"9' eo/*jio6ri Ntw Ao PiotiuO
Information, the disclosure of which would reveal 3rd party proprietary business information
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Schedule B
TransLink Standards
ISSUE DATE: January 16, 2004
Sponsored by: Chief Executive Officer
Accountable Manger: Vice President, Corporate and Public Affairs
Working Contact: Manager, Transportation Demand Management
PURPOSE:
To set TransLink Policy with respect to:

Ihe display of advertisements on TransLink property;
product endorsement; and
the use of registered trademarks and official marks.
POLICY:
1. The display of acceptable advertisements on TransLink vehicles, property, and in

printed material distributed by TransLink is accepted as a means of generating
revenue for the Corporation.
2. Advertisements, to be accepted, shall be limited to those which communicate

information concerning goods, services, public service announcements and public
events.
3. Advertisements accepted for display on TransLink property or in its publications

shall conform to the standards and limitations from time lo time adopted by the
Board of Directors.
4. Unless authorized by the Board of Directors, TransLink shall not endorse any
product, service, cause, proposition or thing.
5. The style of the name TransLink and the registered trade marks, and official marks
of the Corporation, including but not limited to SeaBus. SkyTrain, SkyBridge and
HandyDART shall not be authorized for use in any manner other than to identify a
transit service without the express authorization of the Board of Directors.
PROCEDURES:
The Manager, Transportation Demand Management TransLink Is charged with the
responsibility of implementing this policy and for that purpose is authorized to make
interpretations and directions as may be required. Any dispute with respect to the
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interpretation of this policy or directives issued under it, shall be referred to the Board of
Directors whose decision shall be final.
The acceptability of advertisements for display on TransLink property or in publications
distributed by it shall be governed by this policy as interpreted by the Manager,
Transportation Demand Management or other persons to whom that authority has been
delegated, including a licensee of TransLink.
Each person charged with the authority to accept advertisements has the responsibility
of ensuring compliance with this policy and implementing the directions issued by the
Board of Directors of TransLink from time to time.
Standards and Limitations
In determining the acceptability of any advertisement within the provisions of this policy,
TransLink will be guided by the general principles embodied in the Canadian Code of
Advertising Standards. Without limiting the generality of those standards:
1. All advertisements must comply with the laws, statutes, regulations and bylaws in
force in the province of British Columbia;
2. No advertisement will be accepted which TransLink, in the exercise of its sole

discretion, considers to be of questionable taste or in any way offensive in the
style, content or method of presentation;
3. All advertisements shall be of a moral and reputable character;
4. All advertisements shall be free of any demeaning, derogatory, exploitative or

unfair comment or representation of any person or group of persons, or any such
comment or representation based on race, colour, ancestry, ethnic origin, creed,
religious affiliation, sex, sexual orientation, disability, age, marital or family status;
5. Advertisements which pertain to occupational and educational opportunities shall
recognize the changing role of women and men in our society and fairly reflect the
availability of occupations, the distribution of labour and the equality of
opportunities in the workplace;
6. Advertisements, otherwise acceptable under this policy, which convey information
about a meeting, gathering or event, must contain, but are limited to, the name of
the sponsoring group, the name of the persons participating in the event, and the
location, date and time of the event;
7. No advertisement will be accepted which is likely, in the light of prevailing

community standards, to cause offence to any person or group of persons or
create controversy;
8. No advertisement will be accepted which promotes or opposes a specific theology

or religious ethic, point of view, policy or action;
9. No advertisement will be accepted which advocates or opposes any ideology or

political philosophy, point of view, policy or action, or which conveys information
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about a political meeting, gathering or event, a political party or the candidacy of

any person for a political position or public office;
10. No advertisement will be accepted which exploits the sexuality of men or women;
11. No advertisement will be accepted which uses portrayals of men or women for the
purpose of promoting the consumption of goods and services unless the nature of
the goods or services necessarily require such portrayal;
12. No advertisements will be accepted which promotes any tobacco company,

tobacco product or tobacco brand promotions, including sponsorship or promotion
of cultural or sporting events;
13. No advertisements will be accepted which promotes any liquor company, liquor
product or liquor brand promotions, including sponsorship or promotion of cultural
or sporting events;
14. Any advertising with reference to public transit and/or TransLink must be presented
by the advertiser to the licensee for approval, prior to production of advertising
materials.
POLICIES REPLACED:
None
APPEAL PROCESS:
This policy provides an advertiser wishing to appeal a staff decision an opportunity to

bring the matter directly to the attention of the GVTA Board of Directors by appearing as
a delegation at one of the regularly scheduled public Board meetings. For information
on meeting schedules and to register as a delegation, visit the TransLink web site:
www.translink.bc.ca and click on the link to "TransLink Board" or call the Corporate
Secretary's office at 604-453-4625.
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VANOC/TransLinkTransLink Deal Memo

September 18, 2008
s.OUT OF SCOPE
VANOC is prepared to take the risk and hereby exercises its option to
purchase all existing inventory as set out in the TransLinkA/ANOC
Marketing Agreement dated January 31st 2008 and all future LCD, rolling
stock, and station advertising inventory added up to January , 2010 (but
specifically excluding PDA and Website inventory) for the sum of $14
million subject to the following:
o It is the parties expectation that $14 million is a reasonable

approximation of the valuation, in accordance with the terms of the
aforementioned agreement, of the inventory expected to exist in the
TransLink system by January 2010.
o Any unused inventory will be available to TransLink for its own
communications
o LCD advertising may be interrupted by TransLink for emergencies
or significant service disruptions
o A payment schedule will be agreed by the parties, recognizing
TransLink's desire to obtain instalments over time from now until
January 2010 and VANOC's need to match payment terms to the
terms it is able to negotiate with its sponsors who are purchasing
the inventory
o Late payments will bear interest at the prevailing Royal Bank prime
rate
The terms of the aforementioned contract, subject to the clarifications

listed above, will otherwise remain the same.
000034
OUT OF HOME ADVERTISING RESALE AGREEMENT
This Agreement is made as of the _/[_ day of ^-r^jGLAJ , 2009 by and between the Vancouver
Organizing Committee for the 2010 Olympic and Paralyrqipic Winter Games ("VANOC"), Lamar Transit
Advertising Canada Ltd. ("Lamar") and the South Coast British Columbia Transportation Authority
(formerly Greater Vancouver Transportation Authority), doing business as "TransLink".
WHEREAS:
A. VANOC and TransLink have previously entered into an option agreement made as of the 31st day of
January, 2008, as amended September 18, 2008 (the "Option Agreement") with regard to certain out
of home ("OOH") advertising space, including the advertising space described in Schedule A, as may
be updated from time to time by VANOC (the "Ad Space") associated with the 2010 Olympic and
Paralympic Winter Games (the "Games") for the period from January 12, 2010 through to March 23,
2010 (the "Games Advertising Period").
B. VANOC exercised its option to purchase OOH ad space, including the Ad Space, pursuant to the
Option Agreement on September 18,2008.
C. Under the terms of the Option Agreement, VANOC requires the prior written consent of TransLink in
order for the Ad Space to be used by, re-sold or assigned to certain third parties.
D. Subject to TransLink's consent, VANOC wishes to engage Lamar on a non-exclusive basis,
and Lamar wishes to act on VANOC's behalf, to resell to certain third parties the Ad Space
for the Games Advertising Period.
NOW THEREFORE, in consideration for the mutual covenants and promises made by the parties and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Resale of Ad Space
1.1 Option Agreement
1.1.1 TransLink's Consent to Re-Sell Ad Space
As is required under section 5.1 of the Option Agreement, TransLink hereby consents to
Lamar acting on VANOC's behalf to re-sell Ad Space subject to the terms and conditions of
this Agreement.
1.1.2 Amendments to Section 5.3 of the Option Agreement
Subsections (ii) and (iv) of Section 5.3 ("Production, Installation and Removal of
Advertisements") of the Option Agreement are hereby deleted in their entirety and replaced
with the following:
"(ii) TransLink (or its advertising licensee) will remove, at TransLink's cost, all
advertisements prior to the Games Advertising Period that, in the opinion of VANOC, acting
reasonably, conflict with VANOC's sponsors. TransLink (or its advertising licensee) shall
provide a list of advertisers to VANOC on or before November 30, 2009, such that VANOC
may make such conflict determinations and advise TransLink (or its advertising licensee) as
necessary;"; and
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" (iv) TransLink (or its advertising licensee) will install, at no cost to VANOC, all Vinyl
Material Products produced under s. 5.3(a)(iii);"
1.1.3 Lamar's Additional Obligations in Relation to the Option Agreement
Lamar agrees that it will be responsible for all installation and removal costs relating to all
vinyl material products produced under s. 5.3(a)(iii) of the Option Agreement.
1.2 Reasonable Commercial Efforts Basis.
Subject to the terms and conditions of this Agreement, Lamar hereby agrees to act as
VANOC's non-exclusive representative to sell some or all of the Ad Space on VANOC's
behalf using reasonable commercial efforts.
1.3 Non-Exclusive Representation.
Subject to Section 1.4, Lamar acknowledges that other parties, including VANOC, may sell
Ad Space to third parties and that the Ad Space available for resale by Lamar will be subject
to any such sales. VANOC agrees to use reasonable commercial efforts to advise Lamar of
any such sales of Ad Space, and provide an updated Schedule A reflecting the amended
inventory of Ad Space, as soon as reasonably possible following such sales, and in any event
on a weekly basis in accordance with Section 1.6 of this Agreement.
1.4 Restriction on Other Resellers.
Notwithstanding the non-exclusive nature of this Agreement, VANOC acknowledges that

during the life of this Agreement, it will not enter into a resale agreement with regard to the
Ad Space with any other out of home media company, including but no limited to CBS
Outdoor, Pattison Outdoor, Clear Channel Outdoor or JD Decaux.
1.5 Third Party Purchasers.
Lamar agrees that it shall not sell any Ad Space to sponsors or partners of the Games or any
other party prohibited by VANOC, including but not limited to those parties listed in
Schedule B, as may be amended by VANOC from time to time, acting reasonably. All
prospective third party purchasers located by Lamar shall be subject to VANOC approval
prior to completion of any sale of Ad Space by Lamar, such approval not to be unreasonably
withheld (upon such approval, each such third party shall be considered a "Permitted Third
Party" for the purposes of this Agreement).
1.6 Reporting Obligations Regarding Ad Space Sales and Potential Purchasers.
To facilitate the approval process, Lamar shall provide to VANOC a list of prospective
purchasers of the Ad Space on a weekly basis during the Term of this Agreement. VANOC
shall also provide updates, if applicable, to Lamar with regard to purchasers who may
purchase Ad Space directly from VANOC. Such updates shall be in the form of amendments
to Schedule B.
VANOC will keep track of the amounts of available Ad Space inventory on an on-going basis
based on the sales that have occurred to date (whether by Lamar, VANOC or otherwise) and,
where possible, prospective sales that may occur in the future. VANOC shall forward to
Lamar an updated Schedule A on weekly basis beginning on the last business day of the week
in which this Agreement is executed.
000036
1.7 Costs.
Notwithstanding anything to the contrary in the Option Agreement, Lamar agrees that
VANOC shall not be responsible for any costs in relation to any Ad Space which Lamar sells
under the terms of this Agreement, including, but not limited to, production, installation,
removal, or administration costs.
Fee
2.1 Determination of Fee; Pricing.
Unless otherwise agreed to in writing by VANOC, the fees to be paid to VANOC in relation
to the sale of Ad Space by Lamar shall be calculated based on the Gross Sales (as defined in
Section 2.4) of Ad Space in accordance with Section 2.3 below and the percentages indicated
in the revenue share table set out in Schedule C (the "VANOC Fee").
Lamar shall sell the Ad Space at the prices specified in Schedule C, subject only to the
acceptable discount levels based on dollar volumes of Ad Space as specified in such Schedule
C. Unless specifically agreed to in writing by VANOC, Lamar agrees that it will not sell any
Ad Space at discount levels greater than those specified in such Schedule C.
2.2 Reporting of Fees and Inventory.
Lamar shall maintain accurate reports of its Gross Sales of Ad Space, including the VANOC
Fees payable. Such sales reports shall be provided to VANOC on a weekly basis for the Term
of this Agreement, beginning on the last business day of the week in which this Agreement is
executed.
2.3 Payment of VANOC Fees.
In relation to Lamar's Gross Sales of Ad Space that occur on or before January 25, 2010,
Lamar shall pay VANOC the aggregate of all related VANOC Fees by wire transfer or
cheque on or prior to January 31, 2010 (the "First Payment").
In relation to Lamar's Gross Sales of Ad Space that occur after January 25,2010, Lamar shall
pay VANOC the aggregate of all related VANOC Fees by wire transfer or cheque on or prior
to February 28,2010 (the "Second Payment").
For clarity with regard to calculation and payment of VANOC's Fees, the value of the
aggregate of the total Gross Sales of Ad Space by Lamar shall be used to determine the
VANOC Fee.
2.4 Definition of Gross Sales.
For the purposes of this Agreement, Gross Sales shall be defined as the dollar amount of all
sales made by Lamar of Ad Space, which for greater certainty excludes:
(a) any charges by Lamar relating to advertising display production;
(b) any value added tax or similar tax; and
000037
Information and Protection of Privacy Act
(c) any credit required to be given to a purchaser of Ad Space as a result of TransLink's public
transit system being out of service for a continuous period of 48 hours or longer during the
Games Advertising Period.
Term
The term of this Agreement will commence on the execution date and will terminate on
March 23, 2010.
Representations and Warranties of Lamar

Lamar has all necessary power and authority to enter into this Agreement and to perform its
obligations hereunder; the execution of this Agreement by Lamar and the performance by
Lamar of its obligations hereunder have been duly authorized by all necessary corporate
action; and this Agreement has been duly executed and delivered by Lamar and is a valid and
binding obligation of Lamar, enforceable against Lamar in accordance with its terms.
Representations and Warranties of VANOC
Subject to Section 1.1.1 of this Agreement, VANOC has all necessary power and authority to
enter into this Agreement and to perform its obligations hereunder; the execution of this
Agreement by VANOC and the performance by VANOC of its obligations hereunder have
been duly authorized by all necessary corporate action; and this Agreement has been duly
executed and delivered by VANOC and is a valid and binding obligation of VANOC,
enforceable against VANOC in accordance with its terms.
Dispute Resolution
Any dispute occurring between the parties relating to this interpretation or implementation of
any of the provisions of this Agreement will be resolved by arbitration. Such arbitration will
be conducted by one arbitrator. Any arbitration will be held in the City of Vancouver and
conducted pursuant to the provisions of the Commercial Arbitration Act (BC).
Vancouver 2010 Olympic and Paralympic Winter Games Conditions
7.1 No Promotion of Relationship.
Lamar must not, and shall take reasonable steps to ensure that any Permitted Third Party who
subsequently purchases any of the Ad Space does not, publicly disclose or promote its
relationship with VANOC, including by means of any verbal declarations or announcements
through any medium whatsoever without the express prior written consent of VANOC, except
that Lamar is permitted to communicate the existence of this Agreement and its engagement
by VANOC as a reseller of the Ad Space. Lamar undertakes not to use "VANOC",
"Vancouver 2010", the official emblem, logo or mascot of the Games or any other
identification of VANOC, the IOC, the International Paralympic Committee ("IPC") or the
Canadian Olympic Committee, as reference or means of promotion or publicity, without the
express prior written consent of VANOC and the IOC. Furthermore, Lamar undertakes not to
disclose or promote its relationship with VANOC in any communication or manner
whatsoever as a basis to create an association, express or implied, between the Lamar and the
IOC, the Olympics or the Olympic movement.
000038
7.2 Confidentiality.
In this Agreement, "Confidential Information" means all information and data disclosed
orally, in writing or electronically, by one party to the other which is identified as confidential
at the time of disclosure or is reasonably identifiable as confidential including, without
limitation: all information and data relating to the structure, personnel and operations of the
disclosing party (including financial, planning, marketing, advertising and commercial
information and strategies); employee, supplier and customer information and data;
contractual agreements (including this Agreement, its terms and conditions and the fact of its
existence), records and correspondence; venue plans and drawings, computer programs,
computer-related data and databases; trade secrets, inventions, designs, methods, processes
and know-how; and items provided or disclosed to Lamar by third parties under an obligation
of confidentiality. Confidential Information shall not include information which: (i) is or
becomes generally available to the public other than as a result of disclosure by a party in
breach of this Agreement; (ii) becomes available to the receiving party on a non-confidential
basis from a source other than the disclosing party, that is not, to the knowledge of the
receiving party after due inquiry, bound by a duty of confidentiality prohibiting the disclosure
thereof; or (iii) was within the receiving party's possession prior to being furnished by the
disclosing party, as evidenced by written records of the receiving party; or (iv) is required to
be disclosed pursuant to the order of a court of competent jurisdiction or government
authority with jurisdiction over this Agreement. Each party agrees: (a) to keep and use in
strict confidence all Confidential Information that it acquires, sees or is informed of, as a
direct or indirect consequence of this Agreement and to not, without the prior written consent
of the disclosing party, disclose any such Confidential Information; (b) not to use, copy,
duplicate or reproduce, either directly or indirectly, any of the Confidential Information or
any recollections thereof for any purpose other than for the performance of its obligations
under this Agreement, without the disclosing party's prior written approval; (c) not to disclose
any information, plans or designs to which it may have access by virtue of its connection with
any work product to any person not expressly authorized by the disclosing party to review
such information, plans, designs or work product; and (d) to cause all subcontractors to
comply with the foregoing confidentiality requirements. For the purposes of this Section 7.2,
Lamar hereby consents to and authorizes the disclosure of Confidential Information by
VANOC to the IOC, as may be necessary from time to time.
Notices
Where any notice or other communication required or permitted to be given by either party, it
shall be in writing and is effective if delivered in person, sent by registered mail, or sent by
email addressed to the party for whom it is intended at the address or email address (as the
case may be) specified below. Any notice, request, direction or other communication shall be
deemed to have been given, if delivered, when delivered, if sent by registered mail, when the
postal receipt is acknowledged by the other party, and if sent by email, on the day of
transmittal thereof. The address and/or email address of either party may be changed by
notice given in the manner set out in this Section 8.
Lamar: Lamar Transit Advertising Canada Ltd.

3280 Production Way
Burnaby, British Columbia, V5A 4R4
Attn: Byron Montgomery, Vice President / General Manager
Email: bmontgomery@lamar.com
VANOC: 400-3585 Graveley Street

Vancouver, British Columbia, V5K 5J5
000039
Attn: Bill Cooper

Email: bill_cooper@vancouver2010.com
With a copy (in the case of any legal matter or matter in dispute) to VANOC Legal:
Attn: Chief Legal Officer

Email: Ken_Bagshaw@vancouver2010.com
9 Amendment
This Agreement may only be amended by a written instrument signed by all parties.
10 Headings
The headings of the various sections and subsections of this Agreement are used for
convenience only and shall not modify, define, or limit any of the provisions hereof.
11 Te r m i n a t i o n
Either VANOC or Lamar may terminate this Agreement for any reason on giving 30 days
written notice of termination to the other.
In the event of termination as contemplated above, Lamar shall continue to be obligated to

pay VANOC the total of all VANOC Fees by wire transfer or cheque on or prior to February
28,2010.
12 Waiver
No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a
waiver or any other provisions (whether or not similar) nor shall such waiver constitute a
continuing waiver unless expressly provided.
13 Severability
In the event any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect the validity of any other provision hereof and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision were not
contained herein; provided that the Agreement as so modified preserves the basic intent of the
parties.
14 Schedules
Any Schedules attached to this Agreement are integral to and form part of this Agreement. If
there is a conflict between a provision in this Agreement and any term, condition or statement
contained in any of the Schedules, the term, condition or statement contained in the relevant
Schedule is inoperative to the extent of the conflict.
15 Governing Law and Attornment
This Agreement will be governed by and construed in accordance with the laws of British
Columbia and the federal laws of Canada. Subject to the submission of Arbitration set out in
000040
Section 6, the parties consent to the exclusive jurisdiction of the courts of the Province of
British Columbia.
16 Further Assurances
Upon VANOC's request, the Lamar shall take all action that may be necessary or that
VANOC may reasonably require, including the execution and delivery of certain documents,
in order to give full and proper effect to this Agreement.
17 Counterparts
For the convenience of the parties, this Agreement may be executed in counterparts, including
by facsimile or other electronic transmission, and each of such counterparts shall be deemed
to constitute one and the same original document.
IN WITNESS Whereof, the parties have executed this Agreement as of the day and year first written above.
VANCOUVER ORGANIZING COMMITTEE

FOR THE 2010 OLYMPIC AND
PARALYMPIC WINTER GAMES
Per:
Authorized Representative
Per:
LAMAR T ADVERTISING CANADA

LTD.
Per:
Per:
/ '// day of
?knowlpdge<J and agreed this
.2009.
BRITISH COLUMBIA
ORITY
000041
Schedule A
Ad Space
The Ad Space that Lamar is eligible to sell to Permitted Third Parties as of August 27,2009 is as
follows:
1. All Skytrain ("S") and Canada Line ("CL") Stations, except for:
(i) Waterfront (S) and (CL)

(ii) Burrard (S)
(iii) Granville (S)
(iv) Stadium (S)
(v) Vancouver City Centre (CL)
(vi) Yaletown (CL)
(vii) Olympic Village (CL)
(viii) Commercial (S)
(ix) Broadway (S)
2. All buses housed at the following TransLink garages:
(i) North Vancouver

(ii) West Vancouver
(iii) Burnaby
(iv) Richmond
(v) Port Coquitlam
(vi) Surrey
3. All Rail Rolling Stock
(i) Skytrain (Expo and Millennium Lines)

(ii) Canada Line
(iii) West Coast Express
Final Ad Space placements shall be at the sole direction of VANOC. Subject to VANOC's
obligations to the the IOC and its marketing partners, Lamar and VANOC shall use
reasonable commercial efforts to work together to ensure that Permitted Third Party
expectations in relation to the Ad Space are met.
This Schedule A may be updated by VANOC from time to time.
000042
Schedule B
Prohibited Purchasers
Lamar shall not sell Ad Space to any of the following entities, or any entities that compete with such entities
in the categories outlined below:
McDonalds - Fast Food

Coca Cola - Beverages
Panasonic or Samsung - Consumer Electronics. (Depending on the creative to be used, this may not
include retailers of consumer electronics.)
Visa - Credit Cards
Acer - Computers
Bell - Telecommunications
RBC - Banking - Credit Unions
HBC - Major Retailers
CTV - Radio / Broadcasting
Hain Celestial - Natural Foods
Any Provincial or the Federal Government of Canada - Governments
The four Olympic Cities - Vancouver, Richmond, Surrey, West Vancouver
Community Contributor Colleges / Universities - Capilano, UBC, SFU, BCIT, UVIC, Langara,
Douglas
Other Olympic or major event organizing committees - e.g. FIFA, World Cup, London, Sochi.If there
is any doubt as to whether Lamar may pursue a client or not, Lamar shall consult with VANOC, who
will provide an answer within one business day.
Prospective Sales bv VANOC
Lamar shall not approach, contact or otherwise attempt to sell Ad Space to entities to which VANOC has
made proposals regarding the sale of Ad Space (collectively, the "VANOC Prospective Purchasers"). As of
August 27,2009, the VANOC Prospective Purchasers include the following:
N H L PA B C F e r r i e s Lasik MD Park N Fly WorkSafeBC
TSX UGG Nike Google SNC Lavalin
Premium Brands Mac Cosmetics K2 Purdy's Aritzia
Yellow Pages Grand and Toy RE MAX Old Dutch Sunice
Coast Hotels ALDA
The prohibition against approaching, contacting, or otherwise attempting to sell to the Prospective VANOC
Purchasers shall not prevent Lamar from selling Ad Space to competitors of such Prospective VANOC
Purchasers.
This Schedule B may be updated by VANOC from time to time.
000043
Schedule C
VANOC Fee and Pricing
Revenue Sharing
The fee payable to VANOC shall be calculated on the total dollar volume of all Lamar Gross Sales of Ad
Space at the time prior to each payment to VANOC in accordance with the Agreement and calculated as
follows (all figures in Canadian dollars):
Aggregate dollar volume of Lamar Gross VANOC Fee Lamar's Portion

Sales of Ad Space
$0-$1,000,000 75% of such amount 25% of such amount
$1,000,001-$1,500,000 70% of such amount 30% of such amount
Above $4,500,000 50% of such amount 50% of such amount
For illustration purposes only, the following scenarios represent possible revenues in relation to Lamar's
Gross Sales of Ad Space and the associated VANOC Fees and payment schedule:
Example A Example B Example C

Lamar's Gross Sales of Ad Space on or before January 25, $ $ 1,200,000 $
2010 2,400,000 1,600,000
Applicable % for VANOC Fee 65% 70% 65%
First Payment (on or prior to January 31,2010) $ 1,560,000 $ 840,000 $ 1,040,000
Lamar's Gross Sales of Ad Space sales after January 25, $ $ 2,900,000 $ 800,000
2010 1,000,000
Total Gross Sales of Ad Space by Lamar $ 3,400,000 $ 4,100,000 $ 2,400,000
Applicable % for VANOC Fee on total Gross Sales 55% 55% 65%
Total VANOC Fee $ 1,870,000 $ 2,255,000 $ 1,560,000
Less First Payment $ n.560.000. $ (840.000. $ n.o40.ooo.
Second Payment due on or prior to February 28,2010 $ 310,000 $ 1,415,000 $ 520,000
10
000044
(Schedule C con't)
Pricing
Subject to the volume discounts (if applicable) as noted in the Discount Calculator table immediately below,
the following is the pricing that Lamar shall charge on a per board / face basis for the Ad Space, and is
reflective of the pricing VANOC is paying to TransLink for such products under the Option Agreement:
Product Standard Pricing
Framed Kings $680.00/4 Weeks

Vinyl Kings $680.00/4 Weeks
Framed 70's $400.00/4 Weeks
Vinyl 70's $400.00/4 Weeks
Shuttle Vinyl Sides $400.00/4 Weeks
Headliners $200.00/4 Weeks
Full Backs $1,000.00/4 Weeks
SuperTails $650.00/4 Weeks
Platform Posters - SkyTrain $550.00/4 Weeks
Platform Posters - West Coast Express $475.00/4 Weeks
Canada Line Strips $1,200.00/4 Weeks
SkyTrain Strips $1,200.00/4 Weeks
Discount Calculator
Ad Space dollar volume attributable to Allowable percentage of discount

any one Permitted Third Party from standard pricing
$100,000-$150,000 10%
$151,000-$250,000 15%
$251,000-$500,000 25%
Greater than $500,000 To be agreed by VANOC and

Lamar, each acting reasonably, on a
case by case basis.
000045
License Agreement
This Agreement is made as of May 1, 2006 (the "Effective Date"), between Vancouver
Organizing Committee For The 2010 Olympic and paralympic Winter Games, with an office at
3585 Graveley Street, Vancouver, British Columbia, Canada, facsimile no. 778-328-2010
("VANOC") and The South Coast British Columbia Transportation Authority, also known as
TransLink, with an office at 1600 4720 Kingsway, Burnaby, British Columbia, Canada, facsimile no.
604-453-4678 (*TransLinkn).
Background
A. The International Olympic Committee (the "IOC") governs the international Olympic
Movement and related events, including the XXI Olympic Winter Games and the X Paralympic
Winter Games, which are scheduled to be held at various venues in and around Vancouver and
Whistler, British Columbia, Canada (the "Winter Games") and has overall responsibility for the use
of all Olympic-related marks internationally; and the Canadian Olympic Committee ("COC") is the
organization that governs the Olympic Movement in Canada;
B. The International Paralympic Committee (the "IPC") governs the international Paralympic
Movement and related events, including the Winter Games, and has overall responsibility for the
use of all Paralympic-related marks internationally; and the Canadian Paralympic Committee
("CPC") is the organization that governs the Paralympic Movement in Canada;
C. VANOC has been entrusted by the IOC and the IPC with responsibility for planning,
organizing, promoting, financing and staging the Winter Games, and has adopted and used in
Canada various marks relating to the Winter Games, including the Designated Mark (defined in
paragraph 1.1(d) below);
D. TransLink owns, administers and operates, directly and indirectly through affiliates and
service providers, certain public transportation facilities located In Greater Vancouver area,
including a rapid transit system between Vancouver and Richmond (the "Canada Line System"
which has a rapid transit station and related facilities in the south east False Creek area currently
known as the "2nd Avenue RAV Station" (the "Station");
E. TransLink and its wholly owned subsidiary, Canada Line Rapid Transit Company Ltd.
("CLCO") have entered Into an agreement (the "Concession Agreement") dated July 29, 2005
with InTransit BC Limited Partnership (the "Concessionaire") pursuant to which the
Concessionaire will operate the Canada Line System for a term of thirty (30) years;
F. CLCO assigned its rights and obligations under the Concession Agreement to TransLink in
August 2009; and
G. VANOC and TransLink (collectively the "Parties" and each a "Party") wish to enter into this
Agreement pursuant to which TransLink may use the Designated Mark in certain ways and for
certain purposes on the terms and conditions set out in this Agreement.
Agreement
For valuable consideration, the receipt and sufficiency of which each of the Parties hereby
acknowledges, the Parties each hereby covenant and agree as follows:
February 10.2010
000046
1. Definitions and Interpretation
1.1 Definitions and Interpretation: In this Agreement, the following terms have the following
meanings, and all other capitalized terms have the meaning ascribed elsewhere in this
Agreement:
(a) "Ambush Marketing" means the promotion or otherwise direction of public attention
to a business, wares or services in a manner that misleads or is likely to mislead the
public into reasonably believing that:
(i) the business, wares or services are approved, authorized or endorsed by an
organizing committee, the COC or the CPC, or
(ii) a business or other association exists between the business and one of the
Olympic games, the Paralympic Games, an organizing committee, the COC
or the CPC;
(b) "Approval" means the prior written approval granted by VANOC of a specific
application or use of the Designated Mark during the period from the Effective Date
through to the conclusion of the Winter Games Period pursuant to Section 3 of this
Agreement, or deemed Approval granted by VANOC or its assignee pursuant to
Schedule B of this Agreement;
(c) "Claims" means any and all claims, counterclaims, complaints, demands, causes of
action, liabilities, obligations, damages, legal fees, costs, expenses, and
disbursements, including without limitation reasonable lawyers' fees and court costs,
of any nature or kind, whatsoever and howsoever arising, whether known or
unknown, whether in law or in equity or pursuant to contract or statute, and whether
in any court of law or equity or before any arbitrator or other body, board or tribunal;
(d) "Designated Mark" means the mark set forth in Schedule "A" to this Agreement;
(e) "Mark" means any word, slogan, expression, abbreviation, representation,
trademark, trade name, title, logo, design, designation, emblem, sign, insignia, crest,
symbol, badge, Internet domain name or Internet uniform resource locator (URL);
(f) "Olympic Commercial Partner" means any person that has been granted by
VANOC or any of the Olympic Group a license or other right to use an Olympic Mark
on or in connection with any person, facility, location, venue, event, business,
service or wares or the advertising or promotion of any person, facility, location,
venue, event, business, service or wares, and including without limitation all official
Olympic or Paralympic sponsors, suppliers, licensees and broadcasters;
(g) "Olympic Group" means the COC, the IOC, the CPC and the IPC, jointly and
severally;
(h) "Olympic Marks" means Marks adopted and used by VANOC or the Olympic Group
or any of them or otherwise connected with or relating to, or indicating an
association or relationship with, any of VANOC, the Olympic Group or any of them,
the Winter Games or any other Olympic or Paralympic games, the Olympic
Movement, the Paralympic Movement or a Canadian Olympic or Paralympic team,
including without limitation the 2010 Olympic Emblem, the 2010 Paralympic Emblem
and the official marks 2010 and Vancouver 2010;
(i) "Permitted Purpose" means the purpose for which TransLink may use the
Designated Mark as described in Schedule "A";
-2-
Febaiary 10, 2010
000047
(j) "Proceedings" means any and all actions, suits, proceedings, and hearings of any
nature and kind in any court of law or equity or before any arbitrator or other body,
board or tribunal;
(k) "Representatives" means a person's past, present and future directors, officers,
employees, personnel, agents, affiliates, service providers, subcontractors,
representatives, successors, permitted assigns, lawyers, related persons and each
of them, jointly and severally;
(I) "Term" has the meaning given to it in Section 7.1; and
(m) "Winter Games Period" means January 15 through March 23, 2010.
1.2 Interpretation: In this Agreement: (a) a reference to "this Agreement" refers to this
Agreement as a whole (including all referenced Schedules), and not just to the particular
provision in which those words appear, (b) headings in this Agreement are for reference
only and do not define, limit or enlarge the scope or meaning of this Agreement or any of its
provisions; (c) words importing persons include individuals, partnerships, associations,
trusts, unincorporated organizations, societies, and corporations; (d) words importing the
singular number only include the plural and vice versa; (e) words Importing any gender
include both genders; (f) reference to a day, week, month, quarter or year, means a
calendar day, week, month, quarter or year, unless expressly stated otherwise; and
(g) references to currency are to the lawful money of Canada, unless expressly stated
otherwise.
1.3 Other Agreements: This Agreement is in addition to and supplements all other
agreements between VANOC and TransLink (collectively, "Other Agreements"). If there is
any inconsistency or conflict between this Agreement and the Other Agreements: (a) the
provisions of this Agreement will take priority regarding TransLink's use of the Designated
Mark and related matters and the related obligations of TransLink set forth in this
Agreement; and (b) the provisions of the Other Agreements will take priority regarding all
other matters. This Agreement may not be varied except by written instrument signed by
both Parties or their successors or permitted assigns.
1.4 The Olympic Charter: Notwithstanding any other provision of this Agreement or any
Approval, all provisions of this Agreement and all Approvals are subject to the Olympic
Charter (including its by-laws), as amended from time to time. For greater certainty, the
current version of the Olympic Charter is available online at
http://multimedia.olympic.org/pdf/en_report_122.pdf, and TransLink may subscribe to
receive IOC press releases that will advise of amendments to the Olympic Charter online at
www.olympic.org/uk/utilities/registration_uk.asp?prm_action=ml_reg.
2. License and Restrictions
2.1 Grant of License: VANOC hereby grants to TransLink a non-exclusive, royalty-free,

limited, and restricted license (the "License") to use the Designated Mark during the Term
on the terms and conditions set out in this Agreement. VANOC represents and warrants
that it has the right to grant the License to TransLink.
2.2 Authorized Uses: TransLink will use the Designated Mark: (i) only during the Term;
(il) only In Canada; (iii) only for the Permitted Purpose; and (iv) strictly in accordance with
an Approval (and its terms and conditions) regarding each specific application or use of the
Designated Mark.
-3-
February 10,2010
000048
2.3 General Requirements: TransLink will use the Designated Mark strictly in accordance
with: (a) all applicable laws; and (b) all applicable specifications, standards, directions and
requirements (including all applicable graphics standards manuals and all prescribed
intellectual property notices and disclaimers) issued and amended by VANOC from time to
time and provided to TransLink.
2.4 Restrictions and Prohibitions: Notwithstanding any other provision of this Agreement or
any Approval, TransLink will strictly comply with all of the restrictions and prohibitions set
forth in Schedule B".
2.5 No Sublicense: TransLink will not sublicense the License and any attempted sublicense
by TransLink in contravention of this paragraph 2.5 will be null and void.
2.6 Service Providers: TransLink may engage its service providers and affiliates, including the
Concessionaire, (each a "Service Provider") to assist TransLink to exercise Its rights under
this Agreement, provided that: (a) TransLink is and will remain fully responsible and liable
for, and will bear any and all risks relating to, all conduct, acts and omissions by or on behalf
of all Service Providers and their respective Representatives; (b) any such engagement by
TransLink will be conditional upon the Service Provider expressly agreeing in writing that it
will: (I) use the Designated Mark only as expressly instructed by TransLink; and (ii) not
engage in Ambush Marketing; and (c) TransLink will remain fully responsible and liable for,
and will bear any and all risks relating to, any Service Provider's failure to fully comply with
all of TransLink's obligations under this Agreement, including without limitation all terms and
conditions of Approvals, and the terms and conditions of the Service Provider's engagement
by TransLink referenced in item (b) above.
2.7 Reservation of Rights: All rights not expressly granted under this Agreement are reserved
to VANOC.
3 . A P P R O VA L S
3.1 Requests for Approvals: During the period from the Effective Date through to the
conclusion of the Winter Games Period, TransLink will request an Approval for each specific
proposed application or use of the Designated Mark unless such application or use Is
deemed to have been granted Approval pursuant to Schedule A of this Agreement
TransLink will submit requests for Approvals to the appropriate representative designated
by VANOC from time to time and following the procedures issued and amended by VANOC
In its discretion from time to time and provided to TransLink. For each Approval request,
TransLink will provide VANOC with all relevant information relating to the proposed
application or use of the Designated Mark, and TransLink represents and warrants that all
such information provided by TransLink to VANOC will be true, accurate, and complete.
3.2 Additional Terms and Conditions: An Approval may be subject to such terms and
conditions (including time limits for each application or use of Designated Mark) as VANOC
considers appropriate in its discretion, and TransLink will strictly comply with all such terms
and conditions.
3.3 Withdrawal of Approval:
(a) VANOC may in its discretion, at any time and without any prior notice to TransLink
or any other person, withdraw or terminate any Approval effective immediately upon
notice to TransLink. Upon receipt of such notice, TransLink will promptly
discontinue the specific application or use of the Designated Mark in accordance
with VANOC's instructions, provided that TransLink and its Service Providers will be
permitted to retain all drawings, documents and other records kept by them or their
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contractors in the ordinary course of operating the Canada Line System provided
such documents and other records are not used for public purposes in the future
without VANOC approval.
(b) If VANOC issues a notice of withdrawal of Approval pursuant to Section 3.3(a) then,
subject to Section 3.3 (c) below, VANOC shall reimburse TransLink for the out-of-
pocket expenses reasonably incurred by TransLink in replacing or revising
TransLink's or its Service Providers' materials bearing the Designated Mark in order
to comply with the notice of withdrawal, provided that TransLink acts reasonably
and cooperates with VANOC to mitigate any such expenses and provided further
that under no circumstances will VANOC's total liability under this Section 3.3(b)
exceed $1,000,000.00.
(c) Notwithstanding Section 3.3(b) above, if VANOC's withdrawal of Approval was for
good cause, VANOC will be under no obligation to reimburse TransLink pursuant to
Section 3.3(b) and, for the purpose of this Section 3.3, "good cause" means the
following:
(i) the use of the Designated Mark by TransLink in a manner previously

approved by VANOC results in an actual or reasonably anticipated third
party claim or allegation that the Designated Mark or its use Infringes the
rights of a third party;
(ii) the IOC or the IPC requires VANOC to withdraw such Approval;
(iii) an order of a court or other tribunal of competent jurisdiction has been

issued ordering the discontinuance of use of the Designated Mark in a
manner previously approved by VANOC; or
(iv) the Approval was issued due to VANOC's error because it conflicts with this
Agreement and, at the time VANOC gave the Approval, it did not know and
could not reasonably be expected to have known that the use of the
Designated Mark as proposed by TransLink would be inconsistent with this
Agreement.
3.4 Inspection and Samples: Subject to TransLink's obligations at law (including the BC
Freedom of Information and Protection of Privacy Act), promptly when requested to do so
by VANOC, TransLink will: (a) provide VANOC reasonable access to: (i) enter premises
where TransLink uses the Designated Mark; (ii) observe TransLink's activities relating to
the Designated Mark; and (iii) inspect materials in TransLink's possession or control on
which the Designated Mark appears; and (b) provide VANOC with samples of stationery,
signage, advertising and other materials prepared by, for, or with the permission of
TransLink, that bear or refer to the Designated Mark, provided that access to any non
public areas will be subject to the consent of the Service Provider who has control over
such areas, if applicable, and any such access will be subject to VANOC's compliance with
the reasonable rules and directions of the Service Provider, if applicable.
3.5 Governing Terms: Each Approval is subject to the provisions of this Agreement. If there
is any inconsistency or conflict between an Approval and this Agreement, the provisions of
this Agreement will take priority.
4. Ownership of Designated Mark

4.1 Acknowledgement of Ownership: TransLink acknowledges the validity of the Designated
Mark, and VANOC's ownership of the Designated Mark and the goodwill associated with
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000050
the Designated Mark. TransLink acknowledges and agrees that it has no right, title or
interest in, to or associated with the Designated Mark except the License, and that nothing
In this Agreement or done pursuant to this Agreement will be construed as an assignment
or grant to TransLink of any right, title or interest in, to or associated with Designated Mark
except for the License.
4.2 Enurement Of Benefit/Good Faith Covenants: The benefit and goodwill associated with
use of the Designated Mark by TransLink will enure entirely to VANOC. TransLink will not
itself, and will not authorize any other person to, do anything or omit to do anything that
might impair or infringe the Designated Mark or VANOC's interest in the Designated Mark,
including but not limited to: (a) challenging the validity of the Designated Mark or VANOC's
interest In the Designated Mark; or (b) adopting, using, applying to register, or registering
any Mark that is identical or confusingly similar to or likely to be mistaken for the
Designated Mark, or that is derived from, based on, or incorporates the Designated Mark or
any derivation or phonetic equivalents thereof. TransLink will cooperate with VANOC for
the purpose of protecting, preserving, and enhancing the Designated Mark and VANOC's
interest therein.
4.3 Assignment of Interest Acquired: TransLink hereby absolutely and irrevocably transfers
and assigns to VANOC all right, title, and interest TransLink may now have or may
hereafter acquire in the Designated Mark and any and all goodwill associated with or
resulting from TransLink's use of the Designated Mark, except for TransLink's right to use
the Designated Mark under the License. If and to the extent that the foregoing transfer and
assignment are not effective for any reason, TransLink will hold all right, title and interest in,
to and associated with the Designated Mark that are not hereby transferred and assigned in
trust for the sole benefit of VANOC, and transfer such right, title and interest to VANOC
upon request.
4.4 Injunctive Relief: Because of the unique nature of the Designated Mark and other Olympic
Marks, TransLink acknowledges and agrees that a material breach of TransLink's
obligations under this Agreement will result in irreparable harm, loss and damage to
VANOC and other persons (including the Olympic Group) for which they could not be
adequately compensated by an award of monetary damages. In the event of any actual or
threatened material breach of this Agreement by TransLink, and in addition to any and ail
remedies available to VANOC at law or in equity, VANOC will be entitled as a matter of right
to judicial relief by way of a restraining order, interim, interlocutory or permanent injunction,
or order for specific performance, and TransLink will not oppose the granting of any such
judicial relief and hereby waives any and all defences to the strict enforcement of this
Agreement and such judicial relief.
5. INFRINGEMENTS AND DISPUTES
5.1 Notice of Infringements and Disputes: TransLink will promptly give notice to VANOC if
its Vice President, Corporate and Public Affairs thinks that: (a) any use by any other person
(other than VANOC's affiliates or licensees) of any Mark or mode of advertising that might
reasonably amount to infringement of the Designated Mark or an Olympic Mark or that
might reasonably be concluded to be Ambush Marketing (collectively, "Infringements"); or
(b) any claims or allegations by any other person that the Designated Mark or an Olympic
Mark is invalid or infringes the rights of any person (collectively, "Disputes"). VANOC
acknowledges that nothing contained in this section will require the Vice-President,
Corporate and Public Affairs to make any enquiries regarding licenses, permissions or
authorizations granted to a third party.
5.2 Conduct Of Proceedings: VANOC will have the right of sole conduct of ail proceedings
and negotiations with third parties relating to the Designated Mark, including any and all
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February 10,2010
000051
Infringements and Disputes, provided that TransLink will be entitled to defend itself at all
times against all Claims and Proceedings brought against TransLink by other persons.
VANOC will have no obligation or liability to TransLink or any other person for any failure to
defend or prosecute any Infringements, Disputes or any other legal or administrative
proceedings.
5.3 Cooperation: If VANOC Is initiating or defending an Infringement or Dispute Claim related
to the Designated Mark, TransLink will cooperate fully with VANOC for the purpose of
protecting, preserving and enhancing the Designated Mark and VANOC's interest therein,
including without limitation providing information, documents, evidence (oral and affidavit)
and such other assistance as may be reasonably required by VANOC in connection with
any and all applications to register the Designated Mark and any and all legal proceedings
and negotiations with third parties relating to the Designated Mark, including any and all
Infringements and Disputes. TransLink will not make any admissions in respect of any
Infringements or Disputes without VANOC's prior written consent.
6. Disclaimer/Responsibility, Liability Exclusion/Limitation, Indemnity and Release
6.1 Disclaimer/Responsibility: Notwithstanding any other provision of this Agreement:
(a) Disclaimer: Except as set out in s. 2.1, VANOC makes no representations,

warranties or covenants to TransLink regarding the Designated Mark, including
without limitation any representations, warranties or covenants regarding VANOC's
ownership of the Designated Mark or whether or not the Designated Mark or the use
of the Designated Mark infringe the rights (including intellectual property rights) of
any other person; and no such representations, warranties, conditions, or
guarantees, or any variations or amendments to this Agreement, will be created by
any advice or information, whether oral or written, provided by VANOC or its
Representatives or any course of dealing; and
(b) Risk and Responsibility: TransLink acknowledges and agrees that TransLink
uses the Designated Mark at its own risk, and TransLink is solely responsible and
liable for its use of the Designated Mark and any person, facility, location, venue,
event, business, service or wares or the advertising or promotion of any person,
facility, location, venue, event, business, service or wares in connection with which
TransLink uses the Designated Mark.
6.2 Liability Limitation: Without limiting the generality or effect of paragraph Errorl Reference
source not found, and except for payments that VANOC is obligated to make to TransLink
under Section 3.3(b) in connection with withdrawal of Approval or under Section 6.3 in
connection with the indemnity by VANOC, under no circumstances will VANOC be liable to
Translink or any other person for any loss or damage of any kind directly or indirectly arising
from, connected with, or relating to this Agreement, the Designated Mark or TransLink's use
of the Designated Mark, regardless of any negligence or other fault or wrongdoing (Including
without limitation gross negligence and fundamental breach) by VANOC or the Olympic
Group or their respective Representatives or any of them or any person for whom any of
them is responsible, and even if VANOC or the Olympic Group or their respective
Representatives or any of them have been advised of the possibility of such potential loss or
damage being incurred.
6.3 Indemnity by VANOC:
(a) Notwithstanding any other provision of this Agreement, VANOC will defend,
indemnify, and save and hold harmless TransLink and the Concessionaire and their
respective directors, officers, employees, personnel, agents, affiliates, and
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Febfuary 10. 2010
000052
permitted assigns, and each of them, jointly and severalty (collectively, the
"TransLink Group"), from and against any and all third party Claims and
Proceedings directly or indirectly arising from, connected with or relating to: (i) an
allegation that TransLink's use of one or more of the Designated Marks in
accordance with the provisions of this Agreement infringes the intellectual property
rights of any third party;
(b) Licensor's obligations under this Section 6.3 are conditional upon TransLink and the
indemnified members of the TransLink Group: (i) giving VANOC prompt notice of
the claim or proceeding; (ii) granting and not withdrawing control of the defence and
settlement of the claim or proceeding to VANOC (provided that a Claim or
Proceeding will not be settled without the prior written consent of TransLink, which
consent will not be unreasonably withheld or delayed); (iii) reasonably co-operating
with VANOC regarding the defence and settlement oi the Claim or Proceeding at
TransLink's expense; and (iv) complying with TransLink's obligations under Section
6.5 (if applicable).
(c) For greater certainty, TransLink and the TransLink Group retain the right to: (i)
participate in the defense of and settlement negotiations relating to any Claim or
Proceeding against TransLink and the TransLink Group with counsel of their own
selection at their sole cost and expense; and (ii) upon written notice to VANOC,
withdraw any grant of control of the defence or settlement of a Claim or Proceeding
that was provided by TransLink pursuant to Section 6.3(b).
6.4 Indemnity by TransLink: Notwithstanding any other provision of this Agreement and
except for third party claims or third party proceedings that are subject to Section 6.3,
TransLink will defend, Indemnify, and save and hold harmless VANOC and the Olympic
Group and their respective Representatives and each of them, jointly and severally, from
and against any and all third party Claims and Proceedings directly or indirectly arising from,
connected with or relating to: (a) TransLink's use of the Designated Mark; (b) all persons,
facilities, activities, events, businesses, wares, services or other matters in connection with
which TransLink uses the Designated Mark; or (c) any negligence, misconduct or breach of
this Agreement by TransLink or any person for whom TransLink is under this Agreement or
in law responsible. VANOC and the Olympic Group and their respective Representatives
and each of them retain the right to participate In the defense of and settlement negotiations
relating to any and all Claims and Proceedings with counsel of their own selection at their
sole cost and expense. TransLink will not settle any Claim or Proceeding without the prior
written consent of VANOC, which consent will not be unreasonably withheld or delayed.
VANOC will assist and co-operate as reasonably requested by TransLink in the defence of
any and all Claims and Proceedings. TransLink's obligations under this Section 6.4 are
conditional upon VANOC and the indemnified members of the Olympic Group giving
TransLink prompt notice of the Claim or Proceeding
6.5 Release of Olympic Group: Notwithstanding any other provision of this Agreement,
VANOC is not an agency, agent, instrumentality, partner, joint venturer or representative of
any of the Olympic Group, and the Olympic Group will not have any responsibility for any
acts or omissions of VANOC.
6.6 Approvals: This Section 6 applies notwithstanding any Approval issued by VANOC.
7. Term and Termination

7.1 Term: This Agreement will commence on the Effective Date and remain in full force and
effect unless and until terminated in accordance with this Agreement (the "Term").
February 10, 2010
000053
7.2 Termination by TransLink: TransLink may in its discretion terminate this Agreement at
any time effective Immediately upon delivery of notice to VANOC.
7.3 Termination by VANOC: Notwithstanding any other provision of this Agreement, VANOC
may in its discretion terminate this Agreement at any time effective immediately upon
delivery of notice of termination to TransLink if:
(a) Uncured Material Breach: TransLink breaches this Agreement and fails to remedy
the breach within ten (10) days after receipt of a notice from VANOC identifying the
breach and stating VANOC's intention to terminate this Agreement If TransLink does
not cure the breach;
(b) Insolvency: TransLink becomes insolvent, commits an act of bankruptcy, or makes

an assignment for the benefit of creditors, or if a receiver or receiver-manager is
appointed for TransLink or any of its assets, or if any proceeding in bankruptcy,
receivership, winding-up, or liquidation is Initiated in respect of TransLink, or if
TransLink ceases to carry on business;
(c) Cancellation of the Games: the Winter Games are cancelled, postponed or
otherwise do not proceed as scheduled;
(d) Third Party Claims: the use of the Designated Mark results in an actual or
reasonably anticipated, proven or unproven third party Claim that the Designated
Mark or its use infringes the rights of a third party; and
(e) Olympic Commercial Partners: TransLink, whether by using the Designated Mark
or otherwise, infringes, encroaches upon or otherwise impairs or interferes with the
rights and interests of any Olympic Commercial Partner, as reasonably determined
by VANOC or the Olympic Group, and fails to remedy such misconduct within ten
(10) days after receipt of a notice from VANOC identifying the breach and stating
VANOC's intention to terminate this Agreement If TransLink does not cure the
misconduct.
7.4 Consequences of Termination: Upon the termination of this Agreement for any reason:
(i) TransLink will immediately cease using the Designated Mark; and (ii) as directed by
VANOC, TransLink will at its own expense either surrender to VANOC or destroy all items
In its possession or control bearing or referring to the Designated Mark, provided that
TransLink and its Service Providers will be permitted to retain all drawings, documents and
other records kept by them or their contractors in the ordinary course of operating the
Canada Line System provided such documents and other records are not used for public
purposes in the future without VANOC approval.
7.5 Survival: Notwithstanding any other provision of this Agreement, the following provisions
of this Agreement, and all other provisions necessary to their interpretation or enforcement,
will survive indefinitely after the termination or expiration of this Agreement for whatever
reason and will remain in full force and effect and be binding upon the Parties: Section 6
and paragraphs 3.3, 4.1, 4.3, 7.4, 7.5, 8.1, 8.2, 8.3, 8.4, 8.7 and 8.8 and Schedule "B"
paragraphs 5 and 6.
8. General
8.1 Law/Courts: This Agreement and all related matters will be governed by, and construed in
accordance with, the laws of British Columbia and the federal laws of Canada applicable In
British Columbia, excluding any rules of private international law or the conflict of laws
which would lead to the application of any other laws. Any dispute arising from, connected
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February 10,2010
000054
with or relating to this Agreement or any related matters will be resolved before the Courts
of British Columbia sitting in the City of Vancouver, and the Parties each hereby irrevocably
submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any
such dispute or matter.
8.2 No Waiver: No consent or waiver by one Party to or of any breach or default by the other
Party under this Agreement will be: (a) deemed or construed to be a consent to or waiver of
a continuing breach or default or any other breach or default of those or any other
obligations of the other Party; or (b) effective unless in writing and signed by both Parties.
8.3 Benefit: The provisions of this Agreement will enure to the benefit of and be binding upon
the Parties and their respective successors and permitted assigns.
8.4 Third Parties: Certain provisions of this Agreement also benefit VANOC's Representatives
and the Olympic Group and their respective Representatives, each of whom are third party
beneficiaries to this Agreement and are entitled to independently enforce the applicable
provisions of this Agreement for their own benefit. Notwithstanding the foregoing or any
other provision of this Agreement, neither VANOC's Representatives nor the Olympic
Group or their respective Representatives or any of them will have any responsibility or
liability of any kind or nature whatsoever to TransLink or any other person arising from,
connected with or relating to this Agreement or its subject matter (including without
limitation the License).
8.5 Assignment: TransLink will not assign this Agreement or the License without the prior
written consent of VANOC, which consent may be withheld in VANOC's discretion. It is
acknowledged that VANOC will assign this Agreement and may do so at any time in its
discretion to the COC or the IOC.
8.6 Further Assurances: Each Party will promptly do such acts and execute and deliver such
further documents as may be required to give effect to the intent expressed in this
Agreement.
8.7 Remedies: Except as specifically provided in this Agreement, the specific rights and
remedies of either Party under this Agreement are cumulative and not exclusive of any
other rights or remedies to which either Party may be lawfully entitled under this Agreement
or at law or equity, and the Parties will be entitled to pursue any and all of their respective
rights and remedies concurrently, consecutively and alternatively.
8.8 Relationship of Parties: Notwithstanding any other provision of this Agreement or the use
of the term "partner" in reference to the TransLink, the Parties' are non-exclusive,
independent contractors (not partners), and nothing in this Agreement or done pursuant to
this Agreement will create or be construed to create a partnership, joint venture, agency,
employment, franchise, or other similar relationship between the Parties.
8.9 Notice: Except for the electronic delivery of requests for Approvals and Approvals in
accordance with procedures issued and amended by VANOC pursuant to paragraph 3.1, all
notices and other communications that the Parties give each other in connection with this
Agreement will be in writing and be delivered by hand, courier or facsimile transmission to
the recipient at that Party's address set out on the first page of this Agreement or at such
other address of which that Party will have given notice.
8.10 Severability: If any provision of this Agreement is held to be invalid or unenforceable for
any reason, then the provision will be deemed to be severed from this Agreement and the
remaining provisions will continue in full force and effect without being impaired or
invalidated in any way, unless as a result of any such severance this Agreement would fail
in its essential purpose.
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February 10,2010
000055
8.11 Counterparts and Execution by Fax: This Agreement may be executed and delivered In
one or more counterparts, which may be executed and delivered by facsimile transmission,
and each counterpart when so executed and delivered will be deemed an original, and all
such counterparts will together constitute one and the same document.
8.12 Entire Agreement: This Agreement (including all referenced Schedules) sets forth the
entire agreement and understanding of the Parties with respect to the subject matter of this
Agreement and supersedes any and ail previous communications, representations,
negotiations, discussions, agreements, or understandings, whether oral or written, between
them with respect to the subject matter of this Agreement. This Agreement may be
modified only by a written instrument signed by the Parties or their successors or permitted
assigns.
IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the Effective
Date.
VANCOUVER ORGANIZING COMMITTEE FOR SOUTH COAST BRITISH COLUMBIA
THE 2010 OLYMPIC AND PARALYMPIC TRANSPORTATION AUTHORITY
WINTER Gi
B y : ^ ^ I Mt ser r ft cti f < , &C / r ^ . w t C

Name: Name
DOROTHY E. BYRNE Q.C.
D a t e - v, c e P f e s , d e n t & C o r p o r a t e S e c r e t a r y D a t e *
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February 10, 2010
000056
Schedule "A"
Designated Mark and Permitted Purpose
The Designated Mark is Olympic Village
1. The Permitted Purpose is as part of the name "Olympic Village Station" (the "Station Name") to
be used to identify, advertise and promote the Station, and not for or in connection with any other
person, facility, location, venue, event, business, service or wares.
2. For clarification, it is understood and agreed by VANOC that TransLink, its Service Providers and
their contractors will use the Designated Mark pursuant to this Agreement as follows:
(a) to identify, advertise and promote the System;
(b) Information publications such as transit maps, schedules and other customer information;
(c) website use for similar informational purposes, Including trip planners;
(d) signage at or in the Station;
(e) system-wide directional and/or informational signage (including, without limitation, hard or
physical copy, digital, audio and video);
(f) on-site construction and operation and maintenance signage and references to the Canada
Line System;
(g) ail normal course operational uses;
(h) following the Winter Games Period, authorization to commercial third parties who are not
necessarily Olympic Commercial Partners to sell, distribute or advertise their products to
consumers in the System (whether randomly or at an event or private gathering convened
for the purpose), including, without limitation, to distribute products free of charge in the
Station as a method of advertising or promoting themselves or their products, provided such
activities do not violate the Canada Olympic and Paralympic Marks Act,
(I) following the Winter Games Period, retail space at the Station (subject to s. 11 of Schedule
BB");
0) prior to and following the Winter Games Period, the sale to commercial third parties who are
not necessarily Olympic Commercial Partners of advertising space in the Station or on
Trains moving in and through the Station, provided such third parties do not violate the
Canada Olympic and Paralympic Marks Act; and
(k) during the Winter Games Period, the sale to commercial third parties of advertising space
in the Station or on Trains moving in and through the Station only as permitted under an
agreement dated as of July 19, 2007 between VANOC and the Concessionaire with respect
to the sale of advertising space during the Winter Games Period.
3. References to the Station described in Section 2 will not be given any more prominence than
references to other stations on the Canada Line System.
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February 10, 2010
000057
4. During the period from the Effective Date through to the conclusion of the Winter Games
Period:
(a) proposed uses of the Designated Mark described under Sections 2 (a) to (f) will be subject
to prior approval by VANOC in accordance with Section 3.1 of this Agreement;
(b) uses of the Designated Mark described under Section 2(g) and 2(k) will be deemed to have
been granted Approval by VANOC or its assignee without the need for prior approval in
writing.
5. Following the Winter Games Period, the uses of the Designated Mark described under Section
2 will be deemed to have been granted Approval by VANOC or its assignee without the need for
prior approval in writing, provided such use is consistent with guidelines ("COC Guidelines") that
are developed and amended from time to time by the COC, acting reasonably, which will be
communicated in writing by the COC to TransLink.
6. The COC Guidelines will be reasonable and will be consistent with the criteria applied by
VANOC when approving proposed uses pursuant to Section 4(a) of this Schedule A.
7. Notwithstanding anything else contained in this Schedule A, it is understood and agreed by

VANOC that uses of the Olympic Station Name which are statements of fact, including but not
limited to the use of such name in media releases, board reports and Canada Line Project-related
drawings and documents, and references to such name by media and others as a proximity locator
for informational or editorial purposes such as reporting on a crime location, service disruption or,
in the case of tourism organizations, informational references in their guidebooks, do not require
prior approval of VANOC or its assignee.
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February 10, 2010
000058
Schedule "B"
TransLink will comply with the following restrictions and conditions:

Expanded Definition: In this Schedule "B", "Designated Mark" means the Designated Mark
alone or as part of the Station Name.
1. Authorized Use of Designated Mark Only: TransLink will not use, or
authorize any other person to use, the Designated Mark in any way or for any purpose other than
as expressly set forth in this Agreement and the applicable Approval (including ail terms and
conditions) issued by VANOC.
2. No Altered/Combined Designated Mark: Except as expressly set forth in the
applicable graphics standards manual or expressly authorized in writing by VANOC, TransLink
will not alter the Designated Mark in any way or use, or authorize any other person to use, the
Designated Mark in combination with or in near proximity to any other Mark.
3. No Other Promotion: Except for the use of the Designated Mark for the
Permitted Purpose in accordance with this Agreement, TransLink will not use, or authorize any
other person to use, the Designated Mark: (i)in connection with, or for the purpose of
identifying, advertising or promoting, directly or indirectly, any person, facility, location, venue,
event, business, service or wares; or (ll) In any manner that represents or implies that any
person, facility, location, venue, event, business, service or wares have an affiliation or
connection with, or the sponsorship, authorization, endorsement or approval of, one or more of
VANOC, the Olympic Group or any of them, the Winter Games or any other Olympic or
Paralympic games, the Olympic Movement, the Paralympic Movement or a Canadian Olympic
or Paralympic team. Without limiting the generality of the foregoing, TransLink will not use or
authorize any other person to use the Designated Mark: (i) on or in connection with any
materials that display or include any Mark denoting or identifying any person, facility, location,
venue, event, business, service or wares; or (ii) in near proximity to any Mark denoting or
identifying any person, facility, location, venue, event, business, service or wares.
4. No Deceptive/Misleading/Unlawful Use: TransLink will not use, or authorize
any other person to use, the Designated Mark in any manner that: (i) is deceptive or misleading;
(ii) reflects unfavorably upon or has a tendency to tarnish the good name, goodwill, reputation or
image of VANOC, the Olympic Group or any of them, the Winter Games or any other Olympic or
Paralympic games, the Olympic Movement, the Paralympic Movement or a Canadian Olympic
or Paralympic team; (iii) infringes the rights (including intellectual property rights) of any third
party; or (iv) violates any applicable law.
5. No Sponsorship/Approval Statements: Except as permitted in writing by
VANOC, TransLlink will not directly or indirectly represent, suggest or imply that TransLink or its
facilities (including the Station), locations, venues, events, businesses, services or wares have
an affiliation or connection with, or the sponsorship, authorization, endorsement or approval of,
one or more of VANOC, the Olympic Group or any of them, the Winter Games or any other
Olympic or Paralympic games, the Olympic Movement, the Paralympic Movement or a
Canadian Olympic or Paralympic team, including without limitation use of expressions such as
"selected," "approved," "warranted," "preferred" or "consented to" by VANOC, the Olympic Group
or any of them, the Winter Games or any other Olympic or Paralympic games, the Olympic
Movement, the Paralympic Movement or a Canadian Olympic or Paralympic team. Without
limiting the generality of the foregoing, and for greater certainty, the approval of this Agreement
by the IOC or any other member of the Olympic Group does not in any way constitute an
approval of the use of the word "Olympic" by TransLink except as part of the Designated Mark
pursuant to this Agreement. The Parties acknowledge that nothing contained in this paragraph
will prevent TransLink from making statements of fact.
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February10.2010
000059
6. Infringe/Impair Rights of Olympic Commercial Partners: TransLink will not

use, or authorize any other person to use, the Designated Mark in any way, or engage in any
other conduct, that infringes the Olympic-related rights and interests of any Olympic Commercial
Partner.
7. No Other Olympic Marks: Except as expressly set forth in this Agreement or

another written agreement between TransLink and either VANOC, the COC or the IOC,
TransLink will not adopt or use, or authorize any other person to adopt or use: (a) any Olympic
Mark; (b) any Mark that includes or consists of, Is confusingly similar to, Is a simulation or
colourable imitation of, or is likely to be mistaken for, any Olympic Mark; or (c) the words
"Olympic", "Olympian", "Athletes Village" or 2010 or any similar terms as an adjective to qualify
any person, facility, location, venue, event, business, service or wares.
8- No Internet Use: Except as expressly permitted in this Agreement or pursuant

to an Approval, TransLink will not use, or authorize any other person to use, the Designated
Mark on or in any website or other Internet resource (including in meta-tags) or in any Internet
domain name or uniform resource locator (URL).
9. No Sponsors or Fundraislng: Without the prior written consent of VANOC,

TransLink will not: (i) solicit or receive from any person (whether as a designated sponsor,
supporter, patron) any payment or contribution of funds, wares, services or other thing of value
that arise from, are connected with or relate to the TransLink's use of the Designated Mark or
any person, facility, location, venue, event, business, service or wares or other matters in
connection with which TransLink uses the Designated Mark; (ii) use, or authorize any other
person to use, the Designated Mark in connection with the solicitation of, or to solicit, any
payment or contribution of funds, wares, services or other thing of value from any person.
1 0 . N o C o m m e r c i a l U s e o f R e l a t i o n s h i p : Tr a n s L i n k w i l l n o t m a k e a n y
commercial use of the arrangement set forth In this Agreement or the License, including without
limitation: (i) by referring to this Agreement, VANOC, the Olympic Group or any of them, the
Winter Games or any other Olympic or Paralympic games, the Olympic Movement, the
Paralympic Movement or a Canadian Olympic or Paralympic team in any marketing, advertising,
promotional or solicitation materials; or (ii) by contracting with, or receiving funds, wares,
services or other thing of value from, any person to facilitate such person obtaining any type of
identification, advertising or visibility in connection with VANOC, the Olympic Group or any of
them, the Winter Games or any other Olympic or Paralympic games, the Olympic Movement,
the Paralympic Movement or a Canadian Olympic or Paralympic team.
11 . S t a t i o n B u s i n e s s e s :
11.1 TransLink has represented and confirmed to VANOC that Jugo Juice Canada Inc. has
entered into an agreement with the Concessionaire with respect to retail space in seven
(7) stations on the Canada Line (the "Existing Retail Lease"), including the Station, for a
term of ten (10 years), the terms of which permit Jugo Juice Canada Incto conduct its
normal operations (limited to its retail operations) prior to and during the period of the
Winter Games. If, in the reasonable opinion of VANOC or COC, Jugo Juice Canada
Inc.viblates the Canada Olympic and Paralympic Marks Act during the term of the
Existing Retail Lease, and such violation arises in relation to the Existing Retail Lease,
and VANOC or COC takes steps against Jugo Juice Canada Inc. to enforce compliance
with the Canada Olympic and Paralympic Marks Act, TransLink will reimburse VANOC or
COC, for all reasonable out-of-pocket expenses (including legal fees and disbursements)
incurred by VANOC or COC in relation to such enforcement; and
11.2 With the exception of the Existing Retail Lease, TransLink or the Concessionaire will
not enter into an agreement granting retail space in the Station to any third party unless
the term commences after the Winter Games Period.
-15-
February 10,2010
000060
11.3 TransLink will:
(a) ensure that any lease or license entered into by TransLink or the Concessionaire
with a third party with respect to retail space in the Station following the Winter
Games Period includes a covenant (in form acceptable to VANOC acting
reasonably) expressly prohibits the third party from using the Designated Mark in
any way or for any purpose whatsoever unless the third party has obtained the
written consent of VANOC or COC (the "Restrictive Covenant"), provided
however that it is acknowledged and agreed by VANOC that uses of the Station
Name which are statements of fact or as a proximity locator for informational
purposes are permitted and would not be considered a breach of the Restrictive
Covenant and would not require approval from VANOC or any member of the
Olympic Group;
(b) upon request by VANOC, take all reasonable steps available to it under contract
law, at TransLink's expense, to enforce the Restrictive Covenant; and
(c) compensate VANOC for all reasonable legal costs Incurred by It in the event
VANOC, acting reasonably, initiates legal action against a third party tenant or
licensee in the Station whose lease or license does not include the Restrictive
Covenant, or against a third party tenant or licensee in the Station whose lease
or license does include the Restrictive Covenant, but TransLink has failed in
VANOC's opinion acting reasonably to all reasonable steps available to it under
contract law to enforce the Restrictive Covenant.
12. Sponsorship:
12.1 No Sponsorship of Station: Unless VANOC before March 24, 2010 or the COC after
March 24, 2010 agrees in writing otherwise, TransLink will not permit any person to be a
sponsor or supporter of the Station or any portions thereof.
12.2 Sponsorship of Events:
(a) Before Games Period; During the period from the Effective Date until January
15,2010:
(i) TransLink will not hold or permit to be held at or on the grounds of the
Station any event or private or public gathering that is sponsored by a
person that is not an Olympic Commercial Partner (a "Non-Partner")
unless the opportunity to provide such sponsorship was offered In good
faith to all Olympic Commercial Partners on a right of first negotiation
basis and no Olympic Commercial Partner agreed to sponsor the event or
gathering on substantially the same terms as agreed to by the Non-
Partner; and
(ii) notwithstanding item (I) above, TransLink will not hold or permit to be held
at or on the grounds of the Station any event or private or public gathering
relating to sport or any sporting event (including without limitation the
Winter Games) that is sponsored by a competitor of any Olympic
Commercial Partner.
(b) During Games Period: During the period from January 15, 2010 through March
23, 2010, TransLink will not hold or permit to be held at or on the grounds of the
Station any event or private or public gathering that is sponsored by a Non-
Partner.
-16-
Febniary 10,2010
000061
(c) After Games Period: After March 24, 2010, TransLink will not hold or permit to
be held at or on the grounds of the Station any event or private gathering that is
sponsored by a person that is not an Olympic Commercial Partner of a member
of the Olympic Group (a "Non-Olympic Group Partner") unless the opportunity
to provide such sponsorship was offered in good faith to all Olympic Commercial
Partners of the members of the Olympic Group ("Olympic Group Partner(s)") on
a right of first negotiation basis and no Olympic Group Partner agreed to sponsor
the event or gathering on substantially the same terms as agreed to by the Non-
Olympic Group Partner.
-17-
February 10,2010
000062

TransLink VANOC Out of Home Advertising

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TransLink

South Coast British Columbia

August 19,2010 Reference: FOI-2010/086

Mr. Bob Mackin

Dear Mr. Mackin:

RE: Freedom of Information and Protection of Privacy Act

I trust that this is of assistance to you.

Request Number G-2010-00086

Pages Disclosure Exemptions - Exclusions

SXKUN Page 1/1

To: Chris Harris, Manager, Information & Privacy

Copy to: Sabina Kunkel

From: Michael Madill, VP Enterprise Initiatives

Date: August 13, 2010

Subject: Freedom of Information Request - 2010 / 086

Out of Home Advertising Resale Agreement dated September 11,2009 between

The Vancouver 2010 Bid Corporation, a company incorporated

Greater Vancouver Transportation Authority, doing business as

B. IOC requires Buyer, as part of the Candidature, to obtain binding options on

IN CONSIDERATION of the mutual covenants and agreements contained in this Option

2.1 Determination of Purchase Price

2.2 Payment of Purchase Price

7. Representations and Warranties of Buyer

8. Representations and Warranties of Seller

in the case of a notice to Buyer, at

Vancouver 2010 Bid Corporation

Suite 500-375 Water Street

Vancouver, BC V6B 5C6

Attention: Linda Ogiov

Facsimile No. 604-683-2010

in the case of a notice to Seller, at:

Greater Vancouver Transportation Authority

1700 - 4720 Kingsway

Bumaby, British Columbia

Attention: Bob Crodieu' '/_ oV\VA TS ftcW/OLO \a/

Facsimile No.: 601 453 4633 6 Ol~f- #5^ ty-61'X-.

12. Time of the Essence

16. Governing Law

VANCO R 2010 BID CORPORATION DOROTHY E. BYRNE, Q.C.

GREATER VANCOUVER TRANSPORTATION AUTHORITY

Authorizes Signat >ry

Product Quantity 2002 Rate Card To t a l

West Coast Express

Seabus Grand Totals

10-week Value of Inventory $9,759,835

1. CORPORATE PROPERTIES OWN[ED

SOUTH SEABUS TERMINAL DL 541, LEASE NO. V1690 SE 561-138-18-5000 LEASE

WEST COAST EXPRESS STATIONS:

SUBJECT: TRANSIT ADVERTISING

Sponsored by: President and Chief Executive Officer

To set TransLink Policy with respect to:

< the display of advertisements on TransLink property;

< product endorsement; and

< the use of registered trademarks and official marks.

2. Advertisements, to be accepted, shall be limited to those which communicate information concerning

Standards and Limitations

3. All advertisements shall be of a moral and reputable character;

POLICIES REPLACED: None

b) any contravention or alleged contravention of the laws of British Columbia or Canada;

c) any libel or alleged libel;

1. The Games Advertising Period defined in recital D of the Option Agreement is

IN WITNESS WHEREOF the parties have executed this Agreement as of June ,

THIS Agreement is made as of the 7 day of January, 2008.

The Vancouver Organizing Committee for the 2010 Olympic and