1.         INTRODUCTION

1.1       Background
1.2       BCRTC and TransLink
1.3       SkyTrain Ridership and Expected Growth

2.         RETAIL SPACES

2.1       Retail Spaces - Drawings
2.2       Retail Space Matrix
2.3       Kiosk Licences and Operating Licences
2.4       Servicing and utilities
2.5       Zoning and regulatory requirements

3.         RFP PROCESS AND SELECTION PROCESS

3.1       Request for Proposals Process
3.2       Selection
3.3       Negotiation
3.4       Acceptance of Conditions; Release; Limitations of Liability
3.5       Proposals Irrevocable
3.6       Settled in Stages
3.7       Addenda

4.         CONDITIONS OF THE RFP

4.1       Ownership of Proposals
4.2       Governing Law and Submission
4.3       Sub-licensing
4.4       Assignment by Proponents
4.5       Costs and expenses
4.6       Expressly reserved

5.         INSTRUCTIONS TO PROPONENTS

5.1       No lobbying or indirect communication
5.2       Considerations for Proponents
5.3       Compatibility restrictions
5.4       Identification and Background checks etc
5.5       Inquiries / Addenda
5.6       Freedom of Information and Protection of Privacy
5.7       Security and orientation program
5.8       Confidentiality
5.9       Submission Instructions
5.10     Multiple Retail Spaces in a single Proposal, and more than one Proposal
5.11     Currency

6.         GENERAL

6.1       Future Opportunities
6.2       Operation of SkyTrain and Transit is paramount
6.3       2010 Olympic and Paralympic Games

APPENDICES:

Appendix 1 - SKYTRAIN RIDERSHIP STATISTICS

Appendix 2 - POLICY FOR TRANSIT ADVERTISING

SCHEDULES:

Schedule A - DRAWINGS IDENTIFYING THE LOCATIONS

Schedule B - RETAIL SPACE MATRIX (PDF)

Schedule C - SERVICING INFORMATION (PDF)

Schedule D - PROTOCOL FOR SERVICING

Schedule E - ZONING AND REGULATORY REQUIREMENTS

1.                    INTRODUCTION

1.1                 Background

(a)                 Greater Vancouver Transportation Authority (“TransLink”) is responsible for planning, financing and operating a regional transportation system that moves people and goods efficiently throughout the Greater Vancouver Regional District.

(b)                 British Columbia Rapid Transit Company Ltd. (“BCRTC”), is a subsidiary of TransLink. BCRTC operates, on behalf of TransLink, the internationally respected advanced rapid transit system known as SkyTrain. SkyTrain is a vital component of TransLink’s integrated, multi-modal transit system (“Transit”). SkyTrain is currently made up of two lines (the Expo Line and the Millennium Line), consisting of 49 kilometres of track and 32 stations, linking downtown Vancouver with the municipalities of Burnaby, New Westminster and Surrey. SkyTrain is one of Canada’s largest distribution channels of customers and people. It is estimated to carry over 65 million people annually, and is growing.

(c)                  TransLink is permitting selective retail development at SkyTrain stations and under parts of the SkyTrain rail guideway. Opportunities exist for a wide range of retail operations, including kiosks/carts, convenience stores, food and beverage outlets, and general and specialty merchandise and services outlets. It is hoped that this Request for Proposals will attract broad interest, from local businesses and organisations and from national chains and operators, and will identify a large variety of retail opportunities.

(d)                 The character of the retail opportunities that would be optimal varies by location, and is influenced by factors such as the size of the retail space available, station ridership, future development plans, safety and operational limitations, utilities and other servicing available, and zoning and regulatory requirements.

(e)                 This Request for Proposals is not intended to attract proposals for short-term (less than one year) or seasonal retail opportunities. Any such opportunities are outside of the scope of this Request for Proposals. Any interest in short term or seasonal opportunities should be directed to the Materials Manager of BCRTC, separately from any inquiries or interest in this Request for Proposals.

1.2                 BCRTC and TransLink

(a)                 As previously stated, BCRTC is a subsidiary of TransLink. In connection with this Request for Proposals and the Operating Licences and Kiosk Licences which are to be entered into, BCRTC is agent for TransLink.

(b)                 Proponents acknowledge and accept that:

(i)                   all rights, powers and entitlements of TransLink in connection with this Request for Proposals, Operating Licences, Kiosk Licences, Proposals submitted by Proponents, and letters of credit provided by Proponents may be exercised and enforced by BCRTC, either in its own name (if BCRTC so elects) or in its name on behalf of TransLink, will also extend and apply to BCRTC; and

(ii)                  in interpreting and applying this Request for Proposals, Operating Licences, Kiosk Licences, Proposals submitted by Proponents, and letters of credit provided by Proponents: (1) any term or provision that provides for a release or indemnification of TransLink or a limitation of liability will extend to and be interpreted to apply to and for the benefit of BCRTC; (2) any covenant made in favour of TransLink will also be interpreted as a covenant in favour of BCRTC; and (3) any term or provision respecting insurance for the benefit or protection of TransLink will extend to and be interpreted to apply to and for the benefit of BCRTC.

1.3                 SkyTrain Ridership and Expected Growth

(a)                 SkyTrain Ridership statistics, by station, are attached as Appendix 1.

(b)                 SkyTrain ridership is expected to increase, reflecting the major expansion of the system and its strong integration with the bus network and population growth of the region as a whole. SkyTrain’s new Millennium Line, capacity improvements on the Expo Line, the U-Pass program at SFU and UBC, proposed increases of 2 to 3 percent per year in additional bus and minibus (community shuttle) service, construction of extensions to existing rapid transit lines, and other measures, are all expected to bolster Transit ridership.

(c)                  One of TransLink’s priorities is increasing Transit use by commuters and post-secondary students in prime target areas during the peak and mid-day time periods. One of the greatest opportunities for growth in Transit use is on SkyTrain. Introduction of the SkyTrain retail program is intended to support increased ridership by enhancing ambience, convenience, scope of service, and overall experience for users of the TransLink system.

2.                    RETAIL SPACES

2.1                 Retail Spaces - Drawings

The spaces currently available for retail development are identified on the drawings attached as Schedule A of this Request for Proposals.

2.2                 Retail Space Matrix

Particulars of the spaces available are set out in the Retail Space Matrix attached as Schedule B of this Request for Proposals.

2.3                 Kiosk Licences and Operating Licences

(a)                 As stated in NOTE 1 of Schedule A of the Form of Proposal, Proponents may, as they wish, choose to propose a Kiosk Licence or an Operating Licence for any Retail Space, by selecting one or the other as is provided for in Schedule A of the Form of Proposal.

Proponents may do so regardless of how extensive the proposed equipment and any installations may be – whether a “cart” style kiosk, or a fixture or structure with millwork and other design, or a full scale improvement. Of course, in many cases the size (i.e. the area) of the Retail Space or the capital investment required may dictate that a lesser use, or a shorter assured term of years, would not be optimal or practicable. Proponents are left to their creativity, and their own assessments, as to how best to address the opportunities and present their Proposals.

(i)                   If “Kiosk Licence” is selected by the Proponent for a Retail Space, then, for that Retail Space, for the Proponent’s Proposal:

·                     the Proforma Kiosk Licence shall apply;

·                     the initial Term of the Kiosk Licence shall be ONE YEAR; and

·                     the Kiosk Licence will provide for THREE successive renewal periods, at the option of the Proponent, for ONE YEAR EACH.

(ii)                  If “Operating Licence” is selected by the Proponent for a Retail Space, then, for that Retail Space, for the Proponent’s Proposal:

·                     the Proforma Operating Licence shall apply;

·                     the initial Term of the Operating Licence shall be FIVE YEARS; and

·                     the Operating Licence will provide for TWO successive renewal periods, at the option of the Proponent, for FIVE YEARS EACH.

(b)                 In this Request for Proposals:

(i)                   “Proforma Kiosk Licence” refers to the document identified as “Proforma for RFP # SR-2004-001, SKYTRAIN RETAIL SPACE, Kiosk Licence”, of which a copy can be obtained at BCRTC’s website, www.skytrain.info; and

(ii)                  “Proforma Operating Licence” refers to the document identified as “Proforma for RFP # SR-2004-001, SKYTRAIN RETAIL SPACE, Operating Licence”, of which a copy can be obtained at BCRTC’s website, www.skytrain.info.

Copies of the Proforma Operating Licence and the Proforma Kiosk Licence can also be picked up from:

2.4                 Servicing and utilities

Information regarding servicing and utilities is set out in Schedule C of this Request for Proposals. See also Schedule D - [PROTOCOL FOR SERVICING] of this Request for Proposals.

2.5                 Zoning and regulatory requirements

Zoning and regulatory requirements must be considered on a location-by-location basis. It may be necessary to amend existing zoning bylaws, or obtain development variances or other approvals, to permit retailing in areas where it is currently restricted. See Schedule E - [ZONING AND REGULATORY REQUIREMENTS] of this Request for Proposals.

3.                    RFP PROCESS AND SELECTION PROCESS

3.1                 Request for Proposals Process

(a)                 This process does not constitute an offer by TransLink or BCRTC. No contract results from the issuance of this Request for Proposals or the submission of Proposals, except only with the Proponents, if any, whose proposals are accepted by TransLink. TransLink reserves the right to accept any proposal that TransLink considers to be most beneficial and advantageous to TransLink, and reserves the right to reject any or all Proposals.

(b)                 TransLink may accept a non-compliant Proposal. TransLink may waive, regardless of severity, any non-conformity, non-compliance, lateness or delay, irregularity or error. TransLink may at any time elect to request re-submissions, and may undertake the entire process over again, in the same or an altered format, and with the same or different participants.

(c)                  Before any contract or obligation relative to the subject matter herein becomes binding on TransLink approval thereof by the Chief Executive Officer of BCRTC will be required. Before such approval, the Chief Executive Officer of BCRTC might choose to submit the matter for approval of the Board of Directors of TransLink.

(d)                 Proposals will be opened privately.

(e)                 TransLink may seek clarification or confirmation from any one or more Proponents, and may give any one or more Proponent an opportunity to correct its Proposal or to cure, regardless of severity, any non-conformity, non-compliance, irregularity or error relative to its Proposal.

3.2                 Selection

(a)                 The evaluation of Proposals will be based on a number of factors, weighted and applied according to the needs and interests of TransLink. The highest or any Proposal will not necessarily be accepted. TransLink intends to consider the following:

·                     proposed design concepts

·                     compatibility and complementary aspects

·                     services and products proposed

·                     pricing

·                     length of term relative to capital costs

·                     construction timeline

·                     projected annual sales forecasts and expenses

·                     proposed rent

·                     covenant / credit‑worthiness / co‑covenantor(s)

·                     quality of the submission, and conformity of the Proposal to requirements set forth

·                     experience and proficiency of the Proponent, and past dealings (if any)

·                     the overall best value or best projected impact or result to TransLink

·                     other factors that may arise or are reasonably considered by TransLink to be relevant

(b)                 Selection of licensees for the Retail Spaces will also be governed and influenced by factors such as:

·                     requirements for on-site and off-site services and utilities

·                     perceived or anticipated potential:

·                     affect or impact on Transit operations (which must not be impeded by retail development and operations)

·                     affect or impact on pedestrian flow in and around Transit property, line-ups (queuing) of customers, and measures to mitigate

·                     affect or impact on and enhancements to general safety and security

·                     affect or impact of shipping and receiving to and from the retail location

·                     needs for amenities (washrooms, etc) by licensees and their staff;

·                     objectives of TransLink, such as:

·                     increasing ridership

·                     enhancing ambience, convenience, scope of service, and overall experience for users of the Transit system

·                     complementary retail mix

·                     supporting the customer’s desire for an increased sense of safety and security at SkyTrain stations

·                     providing optimal return on investment

·                     balancing the interests of communities and businesses

·                     making SkyTrain stations more people and community friendly

·                     perceived or anticipated potential impact of operations on the community, and community involvement including support through advertising and sponsorship

·                     operational needs of the SkyTrain, as a functioning rail transportation system, including future planning needs

·                     future planning for retail opportunities

(c)                  In connection with this Request for Proposals and the SkyTrain retail program, TransLink reserves the right and flexibility to select among the Proposals received and negotiate and deal with Proponents, so as to make optimal choices, as judged and perceived by TransLink, for TransLink its operations, regardless of how individual Proponents are affected.

(d)                 The evaluation process might apply certain criteria or sets of criteria on a “pass/fail” basis, pursuant to which failing Proposals are eliminated. For example, it is intended that safety and security will be applied as a “pass/fail” criteria. Other criteria or sets of criteria might be applied so as to require a “minimum requisite score”, pursuant to which Proposals that do not satisfy the threshold “minimum requisite score” are eliminated.

(e)                 Evaluation of proposals will be by a committee formed by BCRTC and may include employees and contractors of BCRTC and TransLink and consultants.

(f)                   The evaluation committee will not be required to keep the financial bids separate or undisclosed while carrying out the evaluation of non-financial criteria. The financial bid submitted by Proponents may be known by the evaluation committee at the outset of the evaluations, regardless of when other criteria are to be evaluated or scored or the sequence in which they are to be evaluated or scored.

The evaluation committee may consult with and take into account the input, comments and views of senior management of BCRTC and TransLink, in applying the relevant criteria.

3.3                 Negotiation

TransLink may engage in discussions with one or more Proponents, as TransLink sees fit, to explore ways to alter, refine or improve the opportunity or the ultimate arrangement or agreement, and to attempt to reconcile among Proposals received and to achieve optimal overall results, and to negotiate and finalise agreements based on such discussions, and TransLink will not be obligated to offer any modified terms to any other Proponent.

TransLink may invite one or more Proponents to make a presentation or presentations, without inviting others to do so.

3.4      Acceptance of Conditions; Release; Limitations of Liability

(a)                 Each Proponent, by submitting a Proposal, accepts all of the conditions and stipulations set out herein and in the Form of Proposal, and acknowledges and agrees that TransLink will have no liability or obligation to any Proponent except only as to any one or more of the Retail Spaces awarded to the Proponent by TransLink, and agrees that, other than as previously stated, whether or not any express or implied obligation has been discharged by TransLink, TransLink shall be fully and forever released and discharged of all liability and obligation in connection with the Request for Proposals and all related matters, and all actions and procedures which preceded.

(b)                 Any and all claims for damages or other recovery against TransLink, in connection with any claims regarding the conduct or outcome of the Request for Proposals and related matters, will be limited to $10,000 in the aggregate for all Proponents making such claims. TransLink may at any time elect to proceed with one or more Proponents, or with none, and will have no further liability to the other(s), or to any of the Proponents (if TransLink proceeds with none), as the case may be, in connection with the Request for Proposals and related matters and the conduct or outcome of the Request for Proposals and related matters.

(c)                  Proponents also agree that if a court of competent jurisdiction determines that TransLink or BCRTC has any liability, it is a term of this Request for Proposals that the maximum claim recoverable by anyone affected is limited to the out of pocket costs of that person of preparing the Proposal, up to $1,000.

3.5                 Proposals Irrevocable

Proposals will be open for acceptance by TransLink at any time on or before April 27, 2005, and will be irrevocable until then. Proponents agree that Proposals shall be irrevocable and open for acceptance as previously stated even if the Proposal is non-compliant.

TransLink contemplates that if a suitable operator has not been selected or terms have not been settled upon, for a particular location, retailing sector or product or service, by this date, then TransLink may wish to elicit offers from other parties (whether or not such parties have previously submitted a proposal in response to this Request for Proposals) or engage in another request for proposals. TransLink will be at liberty to do so.

3.6                 Settled in Stages

TransLink and BCRTC contemplate that the assignment of the Retail Spaces with Proponents will be settled with groups of Proponents, or groups of Retail Spaces, in stages, based on factors such as location, nature of operations (i.e. cart/kiosk), operational impact, transitional considerations, and so on. The target dates for such stages are:

3.7                 Addenda

It is Proponent’s responsibility to ensure that Proponent has reviewed and kept itself apprised of all addenda issued from time to time respecting this Request for Proposals. Addenda will be posted at BCRTC’s website, as follows:

www.skytrain.info

All addenda from time to time issued by BCRTC or TransLink respecting this Request for Proposals are expressly incorporated as part of Proponents’ Proposals.

No addenda will be issued on the Closing Date or the two days prior to the Closing Date.

4.                    CONDITIONS OF THE RFP

4.1                 Ownership of Proposals

Proposals become the property of TransLink. All writings, programs, plans, drawings and specifications prepared by or on behalf of a Proponent may be used by TransLink for any purpose.

4.2                 Governing Law and Submission

This Request for Proposals shall be governed by and construed in accordance with the laws of the Province of British Columbia, which shall be the proper law hereof. Proponents agree to attorn and submit to the jurisdictions the Courts of British Columbia as to all matters, claims and disputes arising out of or in any way connected with this Request for Proposals.

4.3                 Sub-licensing

(a)                 TransLink will consider Proposals which contemplate sub-licensing by the Proponent.

(b)                 Proponents are instructed to provide comparable information and material, relative to proposed sub-licensee(s), as is called for in the Form of Proposal for Proponents themselves.

(c)                  Where a Proposal contemplates sub-licensing by the Proponent:

(i)                   the Proponent agrees that, if awarded one or more of the Retail Spaces for which sub-licensing is proposed, the Proponent will execute and deliver to TransLink and will cause the proposed sub-licensee to execute and deliver to TransLink a “consent to sub-license” instrument, including covenants of the Proponent and the sub-licensee in favour of TransLink, on terms and conditions reasonably prescribed by TransLink; and

(ii)                  no additional sub-licensing will be permitted, nor other changes permitted, as to the sub-licensees named in the Proposal, unless approved in writing by BCRTC.

(d)                 TransLink and BCRTC are resolute that sub-licensing will not be effective as a means of circumventing disclosure of information or requirements that would be applicable if the sub-licensee had submitted a Proposal directly as a Proponent.

(e)                 Once the Operating Licence or Kiosk Licence (as the case may be) has been entered into, then the provisions therein respecting sub-licensing will govern as to any subsequent sub-licensing.

4.4                 Assignment by Proponents

Assignment by the Proponent before the Operating Licence or Kiosk Licence (as the case may be) has been entered into is not permitted. Once the Operating Licence or Kiosk Licence (as the case may be) has been entered into, then the provisions therein respecting assignment will govern.

4.5                 Costs and expenses

Proponents are solely responsible for their costs and expenses in connection with this Request for Proposals.

4.6                 Expressly reserved

TransLink and BCRTC reserve the right at any time to assign Retail Spaces to and enter into kiosk or operating licences with retail operators who have not responded to this Request for Proposals, for short term or long term periods.

TransLink and BCRTC reserve the right to decline to proceed with retail development of any one or more or all the Retail Spaces.

5.                    INSTRUCTIONS TO PROPONENTS

5.1                 No lobbying or indirect communication

Proponents are instructed that they are not to attempt to communicate directly or indirectly with any employee, contractor or representative of BCRTC or TransLink, including the evaluation committee and any officers or directors of BCRTC or TransLink or with members of the public or the media, about the project described in this Request for Proposals or otherwise in respect of the Request for Proposals, other than as expressly stated in this Request for Proposals or expressly directed or permitted by BCRTC. Any such lobbying or other communication will constitute sufficient grounds for disqualification.

5.2                 Considerations for Proponents

In responding to this Request for Proposals, potential retailers should consider and take into account:

(a)                  the factors and objectives described in Sections 3.2 above;

(b)                 the specific circumstances of each Retail Space as set out in the Schedules to this Request for Proposals;

(c)                  their own assessment of the opportunities, and the results of their own due diligence and investigations;

(d)                 the compatibility restrictions described in Section 5.3 below;

(e)                 the following limitations and requirements:

(i)                   Transit operations must not be materially impeded by retail development and operations;

(ii)                  pedestrian flow in and around Transit property must not be materially impeded;

(iii)                 retail development and operations must not detract from or adversely affect passenger and employee safety and security, but should provide enhancements to safety and security;

(iv)                building improvements, including additions, will be permitted at some stations and under some guideway sections;

(v)                 all improvements must meet local zoning and building regulations;

(vi)                BCRTC must approve any station improvement;

(vii)               any expenditure associated with station improvements will be the retailer’s responsibility;

(viii)              many in-station opportunities will be within a “fare paid zone” requiring any potential customers to have paid the appropriate Transit fare and be able to produce proof of payment;

(ix)                advertising on Transit property is contracted out to a third party contractor and any advertising by retailers on Transit property must be conducted through this third party contractor, the cost of which will be the retailer’s responsibility. TransLink has limited control over advertising, the form of advertising or the proximity of any advertising to the retailer’s location; and

(x)                 signage at retail locations and any advertising within the retail location visible from outside (including any signage and advertising placed in windows) will be subject to approval by TransLink and must conform to the applicable elements of TransLink’s policy in effect from time to time for Transit Advertising. For the current policy, see Appendix 2

(f)                   potential retailers are encouraged to demonstrate that they and their retail outlets: (A) have a history of good management; (B) are community-minded; and (C) are financially stable.

5.3                 Compatibility restrictions

Certain businesses are not considered suitable or desirable for operation at the SkyTrain stations. These include:

·                     adult telephone services

·                     body rub salon/massage parlour

·                     escort service

·                     pornographic film studio/video rental

·                     unlicensed karaoke box business

·                     pawn shops

·                     tattoo shop/piercings

·                     hazardous or dangerous materials

·                     arcades

TransLink will from time to time proscribe specific products. Product(s) currently proscribed are:  chewing gum.

5.4                 Identification and Background checks etc.

At any stage in the Request for Proposals process, TransLink or BCRTC may require consents, for persons associated with the Proponent including employees, for police, credit, financial and reference background checks. TransLink or BCRTC may also require such consents from time to time during the Term, as provided for in the Operating Licence and the Kiosk Licence.

Proponents are advised that retail personnel operating on Transit property will be required to obtain photo identification cards issued by BCRTC, which must be produced upon request while engaged in retail operations.

5.5                 Inquiries / Addenda

Proponents are instructed to submit inquiries in writing marked for the attention of the “Materials Manager” for BCRTC and sent by fax to. (604) 520-1598. Please make reference to RFP # SR-2004-001.

The Materials Manager’s telephone number is (604) 520-3641.

If TransLink or BCRTC determines that a clarification is required, a written and numbered addendum will be issued. TransLink and BCRTC may at any time issue addenda, for clarification as previously described, or to alter or supplement this Request for Proposals. See Section 3.7 above.

Proponents are instructed not to make inquiries except through the Materials Manager. Proponents are instructed not to make inquiries regarding this Request for Proposals with departments of TransLink or BCRTC, or staff, board members or consultants.

TransLink and BCRTC will not be bound by any informal explanations, clarifications or interpretations, whether given orally or in writing, by whomsoever made, that are not incorporated into an addendum to this Request for Proposals.

5.6                 Freedom of Information and Protection of Privacy

TransLink is subject to the Freedom of Information and Protection of Privacy Act of British Columbia. All Proponents are advised to review this Act and to seek legal advice regarding the categories of records that may be exempted from disclosure under that Act. All Proposals and any other information supplied to TransLink or BCRTC by Proponents pursuant to this Request for Proposals and related matters are supplied subject to the terms of that Act. Proponents are advised that TransLink will comply fully with its obligations under that Act, as such obligations may be interpreted and applied by TransLink from time to time and case by case. Proponent accepts that TransLink will be entitled to do so.

5.7                 Security and orientation program

Retail development and operations must not detract from or adversely affect passenger and employee safety and security but should provide enhancements to safety and security. TransLink will require that retail personnel attend and participate in a short training session on safety and security, including general information on Transit operations and an overview of the Transit network.

5.8                 Confidentiality

Information and materials provided by TransLink or BCRTC in connection with this Request for Proposal will be treated as confidential, and will be used and disseminated only as is strictly necessary for the purpose of making a Proposal. On the request of TransLink or BCRTC, Proponents will return all written materials (including drawings and plans), and retrieve them from others so that they can be returned.

5.9                 Submission Instructions

Proponents are instructed to:

(a)                 comply with the instructions on the first page of this Request for Proposals; and

(b)                 use and follow the Form of Proposal supplied by BCRTC for this Request for Proposals. Alterations to this Form of Proposal are discouraged. TransLink is entitled to assume that no alterations have been made, unless clearly marked and highlighted.

5.10              Multiple Retail Spaces in a single Proposal, and more than one Proposal

Proponents may, if they so choose, combine multiple Retail Spaces in a single Proposal, and may, if they so choose, submit more than one Proposal.

5.11              Currency

All financial information and monetary amounts should be expressed in Canadian dollars.

6.                    GENERAL

6.1                 Future Opportunities

It is anticipated that from time to time new retail spaces will be added to the SkyTrain retail program, or existing retail spaces will become available. BCRTC intends to keep a record of proponents who have submitted bids. From time to time, BCRTC may draw from among past proponents, other identified interested parties, and suitable target candidates, where considered appropriate, for future opportunities. A request for proposals process might be followed for future opportunities, or a less formal process might be followed. In some cases prospects might be approached directly.

6.2                 Operation of SkyTrain and Transit is paramount

The following provisions are contained in the Kiosk Licence and the Operating Licence:

“SkyTrain is an operating rail transportation system and is part of an integrated, multi-modal transit system. The Licensee recognises that the operation of SkyTrain and the multi-modal transit system is paramount, that the Licensor at all times retains the right and power to conduct operations thereof as the Licensor determines, that disruptions to the Licensee’s operation will from time to time occur, and that operating requirements, events and activities relating to the SkyTrain or the rest of the transit system will from time to time adversely impact the Licensee’s operation. The Licensee acknowledges that the Licensor will have no liability to the Licensee in connection with any of the foregoing (including for negligence by the Licensor towards the Licensee in connection with any of the foregoing), and despite the foregoing the Licensee will remain liable to pay the Fees and otherwise fully comply with this Licence.

The Licensee acknowledges that: (i) passenger flow must not at any time be obstructed or impeded by or in connection with Licensee’s operations; (ii) any inconvenience to passengers, by or in connection with Licensee’s operations, must at all times be minimal and minimized; and (iii) the Licensee will at all times take and implement such steps and measures as the Licensor may from time to time prescribe, to give effect to the foregoing, and such steps and measures might entail temporary closure of the Licensee’s retail operations for peak passenger flow periods (for example, concerts and sporting events).

The foregoing applies during any period of construction or refurbishment of the Licensed Space. Specific written approval must be obtained in writing from the Licensor, for any exceptions.”

6.3                 2010 Olympic and Paralympic Games

The 2010 Olympic and Paralympic Games may take place during the term or renewal periods of some of the licenses being entered into as a result of this Request for Proposals. Proponents are advised that Transit operations, including the SkyTrain, may be subject to restrictions, possible black-out periods, closures and interruptions from time to time, which will affect retail operations, which may include prohibitions or restrictions on signage, sponsorship and advertising (including within retail locations) and system-wide or location specific shutdowns which may prevent or curtail all or some retail operations. Details are not known at this time. These may be in effect before, during and potentially after the Olympic and Paralympic Games.

The Proforma Operating Licence and the Proforma Kiosk Licence contain specific provisions recognising that the Licensee will be subject to the foregoing and will have no claim or recourse against TransLink or BCRTC therefor.

Appendix 1

SKYTRAIN RIDERSHIP STATISTICS
BY STATION

 See “2003 SkyTrain System Monitoring Program Summary Report”, which is available at BCRTC’s website, www.skytrain.info. A copy can also be picked up from:

This is the only report put forward by TransLink and BCRTC, for the purpose of this Request for Proposals.

The statistics and other information in this report are not exact. Assumptions and extrapolations may have been applied. TransLink and BCRTC do not warrant these statistics and information, except only to state that they believe them to be a reasonable representation of what they purport to represent. TransLink does not accept liability if they are inaccurate in any way. Proponents must make their own investigations and judgements.

Proponents agree that any claim based on any inaccuracy in connection with the above report, or in connection with any other statistics or information disseminated in connection with the Request For Information for Sky Train Retail issued February 12, 2004, shall be limited to $100.

Appendix 2

TRANSLINK’S POLICY FOR TRANSIT ADVERTISING