invitation to offer to lease

Initials of Authorized Signatory

INVITATION TO OFFER TO LEASE

DOWNTOWN SOUTH DEVELOPMENT SITE

EAST AND WEST GRANVILLE ‘LOOPS’ 625 Pacific / 675 Pacific Street & 777 Pacific Street

Vancouver, BC

INVITATION TO OFFER TO LEASE (“ITO”) PS20180852

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David Lam ParkArea: 4.34 ha





Emery Barnes ParkArea: 0.85 ha





George Wainborn ParkArea: 2.49 ha





INVITATION TO OFFER TO LEASE (“ITO”) PS20180852

LONG TERM LEASE OF CITY OWNED PROPERTY AT 675 / 625 PACIFIC STREET & 777 PACIFIC STREET, VANCOUVER

Offer to Lease (herein called “Offers”) are to be addressed and delivered to the Supply Chain Management Office, 4th Floor, City of Vancouver, 453 West 12th Avenue, Vancouver, British Columbia, Canada, V5Y 1V4, and must be received in the drop box at the Supply Chain Management Office prior to 3:00pm, Vancouver Time (as defined in Note 2 below), on Thursday July 5th, 2018 (the “Closing Time”).

The Offers will not be opened publicly.

NOTES:

1. Offers must be in sealed envelopes or packages marked with the Offeror’s Name and the Invitation to Offer to Lease (“ITO”) Number and Title.

2. Closing Time and Vancouver Time will be conclusively deemed to be the time shown on the computer clock at the Main Floor Rotunda Information Desk at City Hall.

3. The City of Vancouver is open on Business Days from 8:30 am to 4:30 pm Vancouver time and closed Saturdays, Sundays and holidays.

4. DO NOT SUBMIT BY FAX OR EMAIL.

5. All queries related to this ITO shall be submitted in writing to the attention of:

Donabella Bersabal Contracting Specialist

E-mail: [email protected]

(the “Contact Person”)

mailto:[email protected]

TABLE OF CONTENTS Page

SECTION 1.0 INVITATION TO OFFER TO LEASE .............................................................................1 1.1 Invitation to Offer to Lease .........................................................................................1 1.2 The Opportunity -- Prime Development Site ....................................................................1 1.3 Location and Neighbourhood Features ...........................................................................2 1.4 Site Particulars – East Loop .........................................................................................2 1.5 Charges on Title – East Loop ........................................................................................6 1.6 2018 Assessment Information – East Loop .......................................................................7 1.7 Site Particulars – West Loop ........................................................................................7 1.8 Charges on Title – West Loop .......................................................................................9 1.9 2018 Assessment Information – West Loop ......................................................................9 1.10 Environmental Site Investigations (East and West Loops) ................................................... 10 1.11 GST .................................................................................................................... 10 1.12 Existing Zoning – East and West Loops .......................................................................... 10 1.13 Black Top & Checker Cabs – West Loop ......................................................................... 24 1.14 Lessor’s Form of Lease ............................................................................................ 24 1.15 Further Information ................................................................................................ 24 1.16 Confidentiality and Application of Freedom of Information Legislation.................................. 24 1.17 Note to Offerors .................................................................................................... 24

SECTION 2.0 RULES GOVERNING LEASE PROCESS ........................................................................ 26 2.1 General Rules on Submitting an Offer .......................................................................... 26 2.2 How to Prepare and Submit Your Offer ........................................................................ 26 2.3 Commission .......................................................................................................... 27 2.4 Legal Terms and Conditions of Lease Process ................................................................. 27 2.5 Offeror’s Conditions of Lease .................................................................................... 30 2.6 Evaluation of Offers ................................................................................................ 30 2.7 No Effect on Vancouver Charter Rights......................................................................... 31

SECTION 3.0 TERMS AND CONDITIONS OF THE OFFER TO LEASE ..................................................... 32 3.1 Offer to Lease ....................................................................................................... 32 3.2 Offeror Assumes Risk of Leasing “As Is, Where Is” ........................................................... 32 3.3 Approval by City Council and Increase of Initial Deposit .................................................... 32

SECTION 4.0 OFFER/ACCEPTANCE SECTION .............................................................................. 33

EAST GRANVILLE LOOP ........................................................................................................... 33 4.1 Offer to Lease – East Granville Loop ............................................................................ 33 4.2 Conditions ............................................................................................................ 34 4.3 Proposed Variations to Form of Initial Lease .................................................................. 34 4.4 Name, Address and Witnessed Signature Under Seal of Offeror ........................................... 34 4.5 Offer to Lease – West Granville Loop ........................................................................... 38 4.6 Conditions ............................................................................................................ 39 4.7 Proposed Variations to the Form of Initial Lease ............................................................. 39 4.8 Name, Address and Witnessed Signature Under Seal of Offeror ........................................... 39 4.9 Offer to Lease – BOTH LOOPS .................................................................................... 43 4.10 Conditions ............................................................................................................ 44 4.11 Proposed Variations to the Form of Initial Lease ............................................................. 44 4.12 Name, Address and Witnessed Signature Under Seal of Offeror ........................................... 44

SECTION 5.0 SCHEDULES ..................................................................................................... 48 5.1 Legal Effect of Schedules ......................................................................................... 48 5.2 List of Schedules .................................................................................................... 48

SCHEDULE A COPIES OF PROPERTY TITLES ............................................................................... 49

EAST LOOP ......................................................................................................................... 49

SCHEDULE A COPIES OF PROPERTY TITLES ............................................................................... 61

WEST LOOP ......................................................................................................................... 61

SCHEDULE B LEGAL PLAN ........................................................................................................ 63

EAST LOOP ......................................................................................................................... 63

SCHEDULE B LEGAL PLAN ........................................................................................................ 65

WEST LOOP ......................................................................................................................... 65

SCHEDULE C SUMMARY OF ENVIRONMENTAL INVESTIGATIONS ........................................................... 66

SCHEDULE D CITY OF VANCOUVER ZONING BYLAW – DD ZONE EXCERPT ............................................... 72

SCHEDULE E NEU REQUIREMENTS .............................................................................................. 72

SCHEDULE F INITIAL LEASE ...................................................................................................... 75

SCHEDULE G NON DISCLOSURE AGREEMENT ................................................................................. 77

SCHEDULE H INVITATION TO OFFER PROCESS TIMELINE ............................................................... 82

ITO 625 Pacific Street / 675 Pacific Street and 777 Pacific Street, Vancouver B.C.

Page 1

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Authorized Signatory

SECTION 1.0

INVITATION TO OFFER TO LEASE 1.1 Invitation to Offer to Lease

The City of Vancouver (the “City”) is offering for long-term lease (99 years) “the Offer to Lease” land located at 625 / 675 Pacific Street and 777 Pacific Street, Vancouver (the “Property”) in the City’s vibrant downtown south peninsula. The salient information for the Property is summarized in this Invitation to Offer to Lease (the “ITO”).

The City invites offers to lease the Property (“Offers”) from prospective lessees (“Offerors”) in accordance with the terms and conditions provided in this ITO, subject always to the condition that the City assumes no legal duty or obligation in doing so unless and until the City accepts a valid offer by resolution of Vancouver City Council and enters into a binding lease contract with the successful Offeror. 1.2 The Opportunity -- Prime Development Site

The City demolished the old Continental Hotel building at 1390 Granville Street (now 675 Pacific Street) in 2014. The Property (both East and West Loops) is now available for redevelopment in concert with the decommissioning and removal of the eastern and western Granville Bridge off-ramps or “Loops”.

Redevelopment of the Property is largely guided by the Granville Loops Policy Plan adopted by Council in 2010.


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1.3 Location and Neighbourhood Features

Located in the southern portion of the Downtown Peninsula, the Property is bounded by Howe Street to the west, Drake Street to the north, Seymour Street to the east and Pacific Street to the south. Granville Street Bridge separates the eastern and western loops. The Property is currently encircled by the eastern and western Granville Bridge off-ramps that connect Granville bridge traffic to Pacific Street.

Granville Street is the principal north/south transportation route through the downtown core linking to Georgia Street, the primary traffic route to the Lions Gate Bridge and the suburbs of North and West Vancouver. Granville Street is also the principal transit route with direct linkage to the Seabus Terminal to the north. Pacific Street operates as a southern ring road for the southern downtown core, providing access to Stanley Park to the west and Yaletown and the new neighbourhoods of False Creek to the east.

The Property is located in an emerging downtown south precinct distinguished by the construction of Westbank Development’s landmark 500 foot residential tower at 1400 Howe Street known as “Vancouver House”. The Property’s location offers easy access to urban amenities, such as the Granville Street entertainment district and shopping facilities, including Pacific Centre and many of the City’s popular cultural facilities, including:

the Vancouver Art Gallery;

the Vancouver International Film Centre;

Pacific Cinematique;

the Orpheum Theatre;

the Commodore Ballroom; and

Granville Island.

The Property also offers close proximity to the False Creek waterfront to the south and the City’s premier waterfront parks and beaches, including Sunset Beach, George Wainborn and David Lam Parks. EAST LOOP 625 Pacific Street / 675 Pacific Street 1.4 Site Particulars – East Loop

The East Loop is currently comprised of 12 legal parcels and portions of City street currently dedicated as lane. Eleven parcels are addressed as 675 Pacific Street and one parcel is addressed as 625 Pacific Street. The City is in the process of consolidating and re-subdividing these parcels. Upon such consolidation with the existing lane and decommissioning of the Granville Bridge off ramp, is it intended that two new temporary parcels will be created (East Interim Parcel – Granville and East Interim Parcel – Seymour). These two parcels will have a combined area of approximately 61,928 square feet. A road connection from the Granville Street Bridge to Pacific Street is required to be re-established to replace the dismantled Granville “loop”. The useable land area of the Property after all property dedications is likely in the range of 38,898 square feet.


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(a) Legal Description

The legal parcels that currently comprise the East Loop are legally described as follows:

625 Pacific Street:

1. PID: 009-529-888 LOT C BLOCK 113 DISTRICT LOT 541 PLAN10040

675 Pacific Street: 1. PID: 015-496-821

LOT 9 BLOCK 113 DISTRICT LOT 541 PLAN 210


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2. PID: 015-496-830 LOT 10 BLOCK 113 DISTRICT LOT 541 PLAN 210




6. PID: 015-496-911 LOT 14 BLOCK113 DISTRICT LOT 541 PLAN 210







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The lands at 675 Pacific Street between Granville Street and the lane east of Granville Street, currently consisting of City-owned Lots 9 to 19 Block 113 District Lot 541 Plan 210. These lots contain part of the Granville Loops structure. Lots 9 -19 will be consolidated into a single interim parcel to be referred to as the “East Interim Parcel – Granville”. The East Interim Parcel – Granville will be redeveloped under the terms of this ITO and subdivided into Policy Site C and road (as shown below). The lands at 625 Pacific Street between Seymour Street and the lane to the west of Seymour Street consist of Lot C Block 113 District Lot 541 Group 1 NWD Plan 10040. This will remain as a single interim parcel referred to as the “East Interim Parcel – Seymour”. The East Interim Parcel- Seymour will be redeveloped and subdivided to create Policy Site D and road. Note that the consolidated and subdivided sites and all associated legal instruments will be registered on title of the newly created legal parcels (West Interim Parcel, East Interim Parcel – Granville, and East Interim Parcel – Seymour). All the new charges will be available on the FTP site for review. The following diagram sets out the intended subdivision plan to create Policy Sites C and D:


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Municipal Address – East Loop

625 Pacific Street, Vancouver, B.C.; and

675 Pacific Street, Vancouver, B.C.

A copy of the title searches for the East Loop Parcels are attached as Schedule A – East Loop. Copies of the Legal Plans are attached as Schedule B – East Loop.

1.5 Charges on Title – East Loop

The following charges are registered against the East Loop Parcels:

1. Statutory Right of Way BE337296 in favour of the City of Vancouver registered on December 5, 1991 against titles to Lots 9, 10, 11, 12, 13 & 14, Block 113 District Lot 541 Plan 210. The statutory right of way provides the City with access to the adjoining road system.


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2. Statutory Right of Way BT72746 in favour of the City of Vancouver registered on March 1, 2002 against titles to Lots 9 and 10, Block 113, District Lot 541, Plan 210. The statutory right of way provides for installation of City utilities and for public access.

Copies of the registered legal notations and charges will be provided on the City’s FTP site at the request of qualified Offerors with the signing of a Non-Disclosure Agreement in the form attached as Schedule G. All Offerors should obtain independent legal advice regarding the legal notations and charges and should not rely on the enclosed charge summary.

1.6 2018 Assessment Information – East Loop

The 2018 Assessment is the most recent assessment for the Property. BC Assessment has classified the Property as Class 6 Business & Other. The 2018 Assessment is split between land and improvement values as follows:

Land Value $57,683,000

Improvement Value $ 276

Total Actual Value $57,683,276

The Property is vacant and unimproved and is currently exempt from property taxes due to its municipal ownership. 2018 gross taxes based on the 2018 mill rates are estimated to be $717,852.85.

Please refer to the FTP site for a copy of the BC Assessment Roll Information.

WEST LOOP 777 Pacific Street 1.7 Site Particulars – West Loop

The West Loop is currently comprised of a single legal parcel and portions of City street currently dedicated as road, which are intended to be stopped up, closed and consolidated. The existing single parcel totals approximately 39,766 square feet. Upon consolidation with existing road and decommissioning of the Granville Bridge off ramp, an irregular site of approximately 54,160 square feet would be configured as a base assembly for future development. A road connection from Granville Street Bridge to Pacific Street is required to be re-established to replace the dismantled Granville “loop”. The useable land area of the Property after all property dedications is likely in the range of 42,039 square feet.


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(a) Legal Description

The legal parcels that comprise the Property are legally described as follows:

777 Pacific Street:

PID: 017-906-199 LOT D BLOCK 112 DISTRICT LOT 541 PLAN LMP4818 777 Pacific Street between Howe and Granville Streets currently consists of City owned Lot D Block 112 District Lot 541 Plan LMP 4818 and portions of City Street. Portions of City street are in the process of being consolidated with Lot D to create a single interim parcel to be referred to as the “West Interim Parcel”. The West Interim Parcel will be re-developed under the terms of this ITO and subdivided to create Policy Sites A and B and road. Municipal Address – West Loop

777 Pacific Street, Vancouver, B.C.

A copy of the title search for the Property is attached as Schedule A – West Loop. Copies of the Legal Plans are attached as Schedule B – West Loop.


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1.8 Charges on Title – West Loop

The following charges are registered against the West Loop Parcel:

1. Indemnity Agreement 6851H in favour of the City of Vancouver registered on February 18, 1929, as extended by BF196913 regarding a sidewalk crossing over Howe Street.

2. Indemnity Agreement 71212H in favour of the City of Vancouver registered on May 16,

1929, as extended by BF196914. This is regarding a pipe installed under the lane.

3. Statutory Right of Way BF196916 in favour of the City of Vancouver registered on May 27, 1992. The statutory right of way provides the City with access to the utilities system.

4. Statutory Right of Way BF196918 in favour of the City of Vancouver registered on May

27, 1992. The statutory right of way provides the City with access for bridge maintenance and inspection.

5. Easement BB2014831 in favour of Lot E, Plan BCP47927, registered on March 1, 2012.

This is a reciprocal construction easement with Lot E.

A summary of the legal notations and charges registered on title to the Property will be available on the City’s FTP site for information purposes only. Copies of the registered legal notations and charges will be provided on the City’s FTP site with the signing of a Non-Disclosure Agreement in the form attached as Schedule G. All Offerors should obtain independent legal advice regarding the legal notations and charges and should not rely on the charge summary provided.

1.9 2018 Assessment Information – West Loop

The 2018 Assessment is the most recent assessment for the Property. BC Assessment has classified the Property as Class 6 Business & Other. The 2018 Assessment is split between land and improvement values as follows:

Land Value $ 36,902,000

Improvement Value ($ 1,000)

Total Actual Value $36,901,000

The Property is largely vacant with the exception of a small existing office building and is currently exempt from property taxes due to its municipal ownership. 2018 gross taxes based on the estimated 2018 mill rates are estimated to be $459,227.41.

Please refer to the FTP site for a copy of the BC Assessment Roll Information.


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THE FOLLOWING INFORMATION RELATES TO THE EAST AND WEST LOOPS 1.10 Environmental Site Investigations (East and West Loops)

A combined Stage 1 and Limited Stage 2 investigation was conducted on the East Loop property in March, 2014 and a combined Stage 1 and Limited Stage 2 investigation was conducted on the West Loop property in May / June, 2017. A summary of these investigations is provided in letter form attached as Schedule C. The supporting report is currently available for review at the request of qualified Offerors with the signing of a Non-Disclosure Agreement in the form attached as Schedule G. The summary is attached for information purposes and is not to be relied on by any Offeror. 1.11 GST

Any GST (or any successor tax that may replace or supersede the GST) or other applicable taxes, including without limitation, property transfer tax and any other transactional tax payable on the registration of a lease in favour of the Offeror against title to the Property, will be the responsibility of the Offeror.

1.12 Existing Zoning – East and West Loops


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Both the East and West Loop properties are zoned Downtown District (DD) pursuant to City of Vancouver Zoning and Development By-law No. 3575. The uses listed for Area C4 of the ODP are:

(a) Hotel; (b) Light Industrial; (c) Office Commercial; (d) Other Commercial, including a Body-Rub Parlour; (e) Parking Area and Parking Garage, subject to the provisions of section 5; (f) Parks and Open Space; (g) Public and Institutional; (h) Residential; (i) Retail Commercial; (j) Social, Recreational and Cultural, including Casino - Class 1 and Bingo Hall

See Schedule D for Downtown District zoning details. For additional context, please reference the Downtown District Official Development Plan at the City’s website www.vancouver.ca and on the City’s FTP site.

The ODP permits a total density of all uses of up to 5 FSR, of which a maximum of 3 FSR can be residential.

The total areas estimated to be available under existing zoning area as follows:

Summary of Development Areas under existing zoning (DD)

Development Parcels Parcel Area Total Floor Area (5.0 FSR)

WEST LOOP

Parcel A 19,390 96,950

Parcel B 22,649 113,245

EAST LOOP

Parcel C 21,075 105,375

Parcel D 17,823 89,115

Total 80,937 405,685

Note: Parcels sizes reflect changes to the Granville Loops Plan – see below.

http://www.vancouver.ca/


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POLICIES AND GUIDELINES

The future development of the Granville Loops, including the subject Property, is generally guided by the Granville Loops Policy Plan adopted by Council in 2010. The plan provides considerable detail as to the vision for the development of this new City precinct. The Policy Plan provides design guidelines for redevelopment as well as important information regarding existing site conditions, topography, and overall concept goals. Note that several sites encompassed by the Policy Plan have now been redeveloped. The remaining lands are located within the existing loop system. Please refer to the following website for a complete copy of the Granville Loops Policy Plan October 2010:

http://guidelines.vancouver.ca/G016.pdf

A copy of the Granville Loops Policy Plan will also be available on the FTP site.

CHANGES TO THE GRANVILLE LOOPS POLICY PLAN

Note that a number of significant changes to the Granville Loops Policy Plan are anticipated. The major change from the Plan is the requirement for bike lanes on Rolston Street and Pacific Street. The result of this requirement is that the road dimensions are larger than those originally stipulated by the Plan. In addition, a requirement for wider sidewalks along the street grid has further reduced the developable area of the building sites. City of Vancouver Engineering has provided a draft transportation plan for the Granville Loops that shows the impact of the sidewalk and bike lane requirements. This transportation plan will be available on the FTP site following receipt of the signed Non-Disclosure Agreement.

The development potential of the Granville Loops area has been reassessed given the zoning, planning, and engineering constraints.

The outcome of the study indicated variations from the Granville Loops Plan in several ways including:

Increased setbacks along Pacific Street, Continental Street and Rolston Street.

Relocation of shared mid-block access to parcels B1 & C1 from Continental Street and Rolston Street due to engineering requirements.

Parcels B2 and B3 (as well as C2 and C3) are consolidated allowing a potentially larger tower floor-plate in order to accommodate non-market housing.

The tower floor-plates in all development parcels were maximized to capture more area within the constraints of the Granville Loops Policy Plan.

Increased building heights in Parcels A & D from 29 stories (300.0’) allowable in the Granville Loops Plan to a proposed height of 33 stories (332.0’) in order to capture additional density. Increase the podium heights in Parcels A & D to 4 storeys.

The objective of these variations from the Granville Loops plan is to preserve the total developable area envisaged by the original plan. While the Granville Loops plan targeted an overall area of approximately 1,075,000 square feet, with the smaller site areas available, an estimated 1,062,873 square feet of FSR area is estimated to be achievable on all the lands encompassed by the plan.

http://guidelines.vancouver.ca/G016.pdf


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The City has modelled a possible development option and a summary of this analysis will be available on the FTP site (Schedule I – Granville Loops Development Study) following receipt of the signed Non-Disclosure Agreement. Note that the modelling provided is an estimate of developable areas only and should not be relied upon by Offerors who should undertake their own independent due diligence.

Summary of Estimated Development Areas:

Development Parcels Commercial Residential

Non-Mkt Res

Childcare Gross Area FSR Area

WEST LOOP

Parcel A 224,115 224,115 211,013

Parcel B1 5,514 86,786 92,301 83,421

Parcel B2 & B3 3,584 37,754 5,500 46,839 41,561

EAST LOOP

Parcel C1 5,514 86,786 92,301 83,421

Parcel C2 & C3 2,333 44,966 47,299 41,663

Parcel D 222,215 222,215 208,795

TOTAL 16,946 619,903 82,720 5,500 725,069 669,873

TENURE The City of Vancouver is anticipating a long-term leasehold interest to be offered as follows:

Development Parcels Interest Offered Use

WEST LOOP

Parcel A Leasehold Leasehold Strata

Parcel B1 Leasehold Commercial and Affordable Rental

Parcel B2 & B3 Transferred to City Commercial and Social Housing

EAST LOOP

Parcel C1 Leasehold Commercial and Affordable Rental

Parcel C2 & C3 Transferred to City Commercial and Social Housing

Parcel D Leasehold Leasehold Strata


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The intent of the City is to enter into an initial lease for the Property in order to provide the successful Offeror with an interest in land. This initial lease will be replaced by long-term ground leases following the rezoning approval and subdivision of the Property prior to rezoning enactment. The final leasehold interest shall be for a term of 99 years. Copies of the Initial Lease and separate ground lease documents will be available for review – Schedule F. Lease details will be available on the FTP site following receipt of the signed Non-Disclosure Agreement. VIEW CONES Two view cones affect the Property as follows:

View Cone 3.2.1 crosses the site at a height of approximately 390’ - 400’.

View Cone 12.2 crosses at a height of approximately 105’ with a 25’ setback from the Granville Street Property Line.

REDEVELOPMENT REQUIREMENTS The following are conditions that are expected to be required for development of the Property, noting that further conditions will be determined through the rezoning and development permit process:

Buildings will need to provide other sustainability features, and should achieve a minimum of LEED Gold Certification.

A Housing Agreement will be required to secure the construction and delivery of the non-market housing.

Neighbourhood Energy Development must preserve above or below grade access to the proposed NEU area located under the Granville Street Bridge between Pacific Boulevard and Neon Street and the City will require an NEU access SRW, all to the satisfaction of the General Manager Engineering Service. Note that the development will not be required to construct the NEU area under the bridge, just maintain access. The development will provide 93 m2 of Neighbourhood Energy Room (NER) space to host neighbourhood energy system infrastructure (i.e. boiler plant), to the satisfaction of the General Manager of Engineering Services. Note that equipment will be provided, owned, and operated by the neighbourhood energy provider and not the developer. All buildings constructed on the Property may be required to connect to a City-Owned Low Carbon Neighbourhood Energy System if available, and that system will provide all of the space heating and hot water for all buildings, proposed to be built on the Property. See Schedule E (Neighbourhood Energy Requirements)

Road layout / Loop Removal


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Removal of the East and West Granville Loops and the re-establishment of a new road network will be required and will be the full responsibility of the successful Offeror. This will include vehicular, pedestrian, and cyclist connections between the Granville Bridge, Neon Street, Rolston Street, Continental Street, and Pacific Boulevard including all required road dedications.

Vehicular and pedestrian access to the parcels will be as outlined in the original Granville Loops Policy Plan adopted by Council in 2010. Additionally, the main vehicular access for Parcel D can be accessed off Seymour Street.

Please review the study titled Granville Loops – Business Case Study prepared May 8, 2017 by Stantec Consulting Limited that is available on the FTP site under Schedule J. This case study sets out a feasibility analysis for the removal of the loop structures and the reconfiguration of the road network. Note that three options are detailed. The City does not favour Option #1 but would consider Option #2 or #3 (or a combination) as the preferred approach to disconnect the loop structures.

Note that as a standard requirement, a 3.0 metre dedication from the dripline of the bridge or approach structure will be required. The drip line refers to the exterior edge of the bridge.

However, adjacent to the bridge structure, the City will consider relaxing the requirement to a 5.0M SRW above grade only, except for areas adjacent to the Howe ramp, as opposed to a 3.0 metre dedication above and below grade, provided free and uninterrupted access for bridge maintenance, repair, rehabilitation, retrofit and inspection is maintained. As well, the City will consider relaxing below grade requirements to allow for parking up to the property line, notwithstanding that the bridge footings are not to be compromised/ altered/ undermined without explicit written consent from the General Manager of Engineering Services (which will likely be withheld).

If the bridge condition (elevated structure) is converted to a standard road-on-fill condition, whereby the adjacent site(s) provide support for the roadway (and possibly the sidewalk), the City will require a 5.5 metre setback / SRW to achieve at grade sidewalks adjacent to the site frontage. In this case, a support agreement registered on title in favor of the City will be required whereby the adjacent development(s) is responsible for supporting the roadway/sidewalk in perpetuity. This would include support for all load cases including seismic and roadway/sidewalk live loads. Further, a services agreement will be required to capture all required modifications to the bridge and bridge approach structure to convert to a road-on-fill condition, as well as to deal with transitioning the vehicle containment system (exterior bridge railing). All engineering analysis and design required supporting a review and implementation of this alternate approach is the responsibility of the Offeror.

Note: the bridge seismic condition or load carrying capacity shall not be diminished as a result of this conversion to a road-on-fill condition. Upgrades to adjacent portions of the bridge may be required as a result of the conversion to address bridge articulation, capacity and seismic issues, and are to be done at the Offeror’s effort and expense, subject to the satisfaction of the General Manager of Engineering


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Services. Such a conversion shall not increase the seismic risk to the bridge or approach structure.

In all instances, should excavation occur in close proximity to the bridge, a bridge monitoring plan will be required prior to a development permit. As part of this plan, the proponent will be required to retain suitably qualified professionals (bridge and geotechnical engineering) to complete all necessary soil and structural analysis to determine acceptable movement thresholds for the bridge during excavation and associated response/remedial actions, develop a bridge closure plan, provide suitable levels of insurance, and manage the bridge monitoring program during excavation for the purposes of maintaining public safety, and minimizing any damage to the existing bridge structure.

Utilities

Utilities upgrades will be required. The upgrades required to the following sanitary / water mains include:

51 metres of 375mm diameter sanitary main upsized to approximately 525mm diameter main along Pacific Boulevard. Size and slope of the proposed main to be confirmed during detailed design. (EAST LOOP)

121.6 metres of 375mm diameter sanitary main upsized to approximately 450mm diameter main along Continental Street. Size and slope of the proposed main to be confirmed during detailed design. (WEST LOOP)

No storm main upgrades are anticipated to be required provided that the Offeror can meet or exceed the City’s Integrated Rainwater Management Policy.

Water main upgrades will be required. The upgrades required to the following water main systems include:

o 400 metres of new and extended water mains on Rolston Street, Neon Street, and Continental Street to service the new sites; and

o Decommissioning of the existing Granville Street water main from Granville Street to Drake Street.

Upgrades to the utility systems will be the full responsibility of the successful Offeror.

PUBLIC BENEFITS OFFERING

Social Housing

The City wishes to achieve the delivery of social housing and childcare as the major public benefits for this area of the City. Offerors are invited to bring forward Offers on the understanding that any Offer is subject to Council’s discretion and approval in approving a lease of City-owned land, and any future rezoning of the Property is subject to Council’s absolute and unfettered discretion as a regulatory authority. 1. The provision of 58 “turnkey” social housing units is the public benefit offering sought for

the East Loop property (Parcels C2 and C3) and 51 “turnkey” social housing units are sought for the West Loop (Parcels B2 and B3). A 37 space childcare facility with an approximate gross area of 5,500 square feet is sought for the West Loop. A minimum gross square footage for the required social housing of 47,299 square feet (East Loop) and


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46,839 square feet (West Loop, including childcare) with sufficient parking is required and is comprised as follows:

EAST LOOP: Social Housing (Parcels C2 & C3)

Type of Unit # of Units

% of Total Units

Net Unit Areas (sq.ft)

In-Suite Storage(sq.ft)

Circulation and Other

Gross Unit Size (sq.ft)

Total Gross Area (sq.ft.)

Studio 12 21% 337 40 79 456 5,474

1 Bedroom 22 38% 525 40 119 684 15,040

1 Bed Accessible

3 5% 600 40 134 774 2,323

2 Bedroom 16 28% 735 40 163 938 15,004

3 Bedroom 5 9% 946 40 205 1,191 5,955

Total = 58 100% 43,796

Additional Areas

Office Area 300

Amenity Room with access to outdoor space 870

44,966

Commercial Requirement 2,333

Total Gross Area (Sq. ft) 47,299

WEST LOOP: Social Housing / Childcare (Parcels B2 &B3)

Type of Unit # of Units

% of Total Units

Net Unit Areas (sq.ft)

In-Suite Storage(sq.ft)

Circulation and Other

Gross Unit Size (sq.ft)

Total Gross Area (sq.ft.)

Studio 10 20% 337 40 58 435 4,350

1 Bedroom 20 39% 525 40 79 644 12,882


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1 Bed Accessible

3 6% 600 40 96 736 2,208

2 Bedroom 13 25% 735 40 116 891 11,586

3 Bedroom 5 10% 945 40 148 1,133 5,664

Total = 51 100% 36,690

Additional Areas

Office Area 300

Amenity Room with access to outdoor space 765

37,755

Childcare 5,500

Commercial Requirement 3,584

Total Gross Area (Sq. ft) 46,839 2. An alternative distribution of units and unit sizes is not encouraged. Any other proposed

distribution of unit types and sizes must be satisfactory to the City.

3. Proposed locations for the social housing units or childcare off-site will not be considered.

4. Social housing was originally anticipated to be accommodated on site B3 as outlined in the Granville Loops Policy Plan – see Section 4.2 of the Plan. However, as both the East and West Loop are being leased simultaneously through this lease process, it is the objective of the City for the East and West Loop to deliver separate social housing buildings but that the total number of housing units will meet or exceed the requirement for 109 units within a 50,000 square foot building as stipulated by the Plan.

5. The social housing requirement for the East Loop will be situated in the combined Parcels

C2 and C3. The social housing / childcare requirement for the West Loop will be situated in the combined Parcels B2 and B3.

6. The 37 space childcare requirement shall be located on the West Loop in combined

parcels B2 and B3. To allow for the required outdoor space, the childcare facility would most likely be located at the podium roof level of the social housing building. Note that the childcare facility must conform to the design guidelines set out by City of Vancouver’s Childcare Technical Guidelines – January 2018. This document will be available on the City’s FTP website as Schedule K- Childcare Guidelines.

7. A common shared parkade with the affordable rental buildings (Parcels C1 and B1) may be

the most efficient form of development.


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8. The social housing units must be constructed to the specifications stipulated by the City of

Vancouver Housing Design and Technical Guidelines. A copy of the Housing Design and Technical Guidelines will be available for review on the FTP site with the signing of a Non-Disclosure Agreement. This document will be available on the City’s FTP website as Schedule L- Social Housing Guidelines.

9. It is contemplated that the social housing area and childcare area will be constructed by

the Offeror and provided turn-key to the City by way of a modification of the ground lease for these parcels to exclude such buildings from the lease premises upon completion of these buildings and receipt of an occupancy permit.

10. Should the actual built area of the social housing or the childcare component be greater

or less than that suggested by the City, so long as all standards stipulated by the City of Vancouver Housing Design and Technical Guidelines and the number and unit mix requirements are met, the City will accept a gross area that differs from the suggested gross area of 47,299 square feet (East Loop) and 46,839 square feet (West Loop).

Affordable Rental Buildings (Parcels B1 and C1) Parcels B1 and C1 are intended to be leasehold affordable rental residential buildings with 20% of the units to be rented at below market rental rates. The remaining 80% of the units are intended to be rented at market rents. Following building completion and occupancy permit issuance, the below market rental units will be rented at the 2018 per unit starting rents adjusted for the annual change in the BC Rental Tenancy Office increases published annually by the BC RTO. As a guide, 2018 starting rents for affordable rental units are as follows:

o Studio $950 per month o 1 Bedroom $1,200 per month o 2 Bedroom $1,600 per month o 3 Bedroom $2,000 per month

The percentage of each unit type must reflect the same distribution in the overall building. For example, if 20% of the rental units in the building are studios, the City would expect that 20% of the below-market rental units are studios.

The 2018 starting rents indicated will be permitted to inflate at the BC Rental Tenancy Office annual rent increases ahead of project opening. The maximum allowable annual rent increase for the upcoming year is normally released in August of the previous year. At the time of occupancy, the affordable rents will be established.

The administration of the affordable rental units will be the responsibility of the rental building owner.

Note that the affordable rental units that are intended to be developed are not part of the Moderate Income Rental Housing Pilot Program (MIRHPP) program. As such, these units are not eligible for certain provisions of the MIRHPP program, including DCL waivers, unit size and unit configuration relaxations.


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Rezoning of the Property

The Property is being offered for long-term lease on an “as is, where is” basis. Please note that the selection of an Offer is not intended to, and does not, substitute for any City approval process. In order to realize the development potential outlined in the Granville Loops Policy Plan, the Property will require rezoning. If building heights, densities, and/or road networks in an Offer/Development Proposal deviates from the Granville Loops Policy Plan, an amendment to the Plan will also be required.

1. All Offerors are encouraged to achieve additional residential floor space by way of a rezoning application generally guided by the Granville Loops Policy Plan and the requirements stipulated by this Invitation to Offer.

2. The 109 turnkey social housing units and a 5,500 square foot childcare with an overall gross area of approximately 94,138 square feet is the public benefit the City wishes to secure on this property. Should the property be rezoned by the eventual Offeror to achieve higher densities than permitted under the Granville Loops Policy Plan guidelines, additional social housing units will be dedicated to the City at no cost. The total social housing floor area must represent 20% of the additional FSR floor area achieved through a rezoning process beyond that allowed under the Granville Loops Policy Plan.

The additional social housing units should conform to the following unit mix and size requirements:

Gross Unit Sizes

20% Studio 450 sq.ft.

30% 1 Bed 675 sq.ft

30% 2 Bed 925 sq.ft.

20% 3 Bed 1,175 sq.ft

The number of units and amount of floor area would be dependent on the amount of FSR floor area achieved through rezoning and therefore may exceed the minimum requirement of 109 turnkey units.

Offer Process

The ITO provides for the opportunity for the long-term lease of the East and West Granville Loops either separately or on a combined basis. Offerors will enter into an Initial Lease for the Property, or the applicable portion of the Property, that will commence upon offer acceptance. The Initial Lease will terminate for Parcels A and D (strata leasehold buildings) upon the Offeror entering into two separate long-term 99 year ground leases/ model strata lot leases for these buildings following rezoning approval in principle, prior to rezoning enactment.

The Initial Lease for the social housing / childcare (Parcels B2/3 & C2/3) buildings and affordable rental buildings (Parcels B1 & C1) will also begin upon offer acceptance and will extinguish upon the Offeror entering into two separate long-term 99 year ground leases. Upon construction completion and occupancy permit issuance for the rental and social housing building, the ground lease will be modified such that the social housing and childcare are


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excluded from the lease. The social housing and childcare will be turned over to the City at occupancy permit issuance.

Offerors should submit their Offers as follows:

Initial Lease

1. Offerors will submit Offers for either the East Loop, West Loop or for both the combined East and West Loop properties.

2. Offeror(s) by submitting their Offer(s) will enter into an Initial Lease for the properties (East Loop, West Loop or for both the combined East and West Loop properties)

3. Successful Offeror(s) entering into the Initial Lease will then begin a rezoning process with the City of Vancouver as Regulatory Authority.

4. As a condition of rezoning enactment, Offerors will be required to subdivide the properties (4 development parcels), dedicate roads to create the development parcels, and enter into agreements to secure the removal of the Granville Bridge Loops and construction of the replacement road and utility networks.

5. The term of the Initial Lease will commence from the time of acceptance of the Offer and signing of the Initial Lease until replaced by the long-term leases for the parcels after approval in principle of the rezoning, prior to the rezoning enactment of the property.

Ground Leases

6. After rezoning approval in principle, prior to enactment, the Initial Lease will be terminated (or amended). The Initial Lease lessee(s) will then enter into two separate long-term 99 year ground leases/ model strata lot lease for the two leasehold strata development parcels (A & D), two social housing parcels (B2/3 & C2/3) and two affordable rental parcels (B1 & C1) collectively the “Ground Leases”. The Offeror’s Initial Lease (as amended) will terminate after rezoning approval in principle, prior to enactment. New 99 year ground leases (the “Ground Leases”) will replace the Initial Lease. The social housing constructed on B2/3 & C2/3 will be provided turn-key to the City at occupancy permit issuance. At this point, the Ground Leases will be modified to exclude the Social Housing, Childcare, and associated parking.

7. The Ground Leases for all parcels will be for a term of 99 years with no right of renewal (see Schedule F).

Lease Prepayments

8. Offerors should offer Prepaid Rent #1 for the Initial Lease for the Property. The Prepaid Rent #1 will be paid to the City upon signing of the Initial Lease.

9. Offerors should offer Prepaid Rent#2 as a prepayment of the Ground Leases. 10. Prepaid Rent #2 will be paid upon entering into the Ground Leases prior to rezoning

enactment. Prepaid Rent #2 will be expressed in terms of a rate per gross buildable square foot (“Gross Buildable Square Foot”) of floor area achieved through the rezoning. Offerors will commit to a rate per square foot of gross buildable area for each property use (i.e. leasehold strata residential, affordable rental, and commercial).

11. For the purposes of calculating the Prepaid Rent #2, the City has estimated a rezoning could achieve a total gross buildable area of approximately 725,069 square feet less 94,138 square feet (social housing / childcare) = 630,930 square feet.


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12. Should the actual gross buildable area achieved through the rezoning be higher or lower than 630,930 square feet, the Prepaid Rent#2 amount will be adjusted proportionately higher or lower by multiplying the rate per gross buildable square foot by the actual gross buildable area achieved through the rezoning less the gross area for the social housing / childcare.

13. The Prepaid Rent #2 will be payable in full upon commencement of the Ground Leases after approval in principle, prior to enactment. The requirement to build the social housing (109 units minimum) and a daycare space of 5,500 square feet is in addition to the prepayment of the Ground Leases.

14. The Prepaid Rent #2 will represent a prepayment of the basic rent for the entire term of the Ground Leases.

In determining the overall best value to the City, the City’s preference is to seek a high Prepaid Rent #1 amount. Separate offers for either the East or West Loop should have a Prepaid Rent #1 amount greater than $3 million. Offers for the combined East or West Loops should have a prepayment amount greater than $10 million.

The following graphic sets out the intended offer timeline:


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CAC Upon Rezoning

Should the successful Offeror undertake a rezoning that achieves the residential area currently envisioned by the Granville Loops Policy Plan, the provision of the social housing representing 109 units and childcare (totalling an estimated gross area of 94,138 square feet) will be the Community Amenity Contribution (CAC) due to the City. However, as detailed above, should the rezoned area be greater than that envisioned by the Plan, additional social housing will be required such that the additional social housing represents 20% of the area above that provided in the Plan.

If at public hearing Council at its discretion requires an additional CAC beyond that described above, that CAC will be the responsibility of the City.

1.13 Black Top & Checker Cabs – West Loop

A building and associated lot area is currently licensed from the City of Vancouver by Black Top & Checker Cabs Ltd. at 777 Pacific Street (West Loop). The license is scheduled to terminate on July 1st, 2018. At the expiration of the license, the building and associated lot area will be vacant and all vehicles will be relocated from the site.

1.14 Lessor’s Form of Lease

Offerors should review the Lessor’s form of Lease attached as Schedule F in detail as this will be the form of the Initial Lease and the Ground Leases between the successful Offeror and the City. Offerors should obtain independent legal advice as necessary.

1.15 Further Information

Any additional questions should be directed to Donabella Bersabal, City of Vancouver, Supply Chain Management, Email: [email protected]

For convenience, a timeline for this Invitation to Offer process is provided as Schedule H. 1.16 Confidentiality and Application of Freedom of Information Legislation

The City is subject to the British Columbia Freedom of Information and Protection of Privacy Act. All information submitted to the City becomes the property of the City, will be received and held in confidence by the City and the information will not be disclosed except to the extent necessary for carrying out this agreement or as required by law. 1.17 Note to Offerors

This ITO has been prepared and is administered by the City of Vancouver’s Real Estate Services Group independent of the City of Vancouver staff that have regulatory control or duties relating to the Property. An Offeror must not rely on the contents of the Schedules included or referenced in this ITO and must acknowledge, and is hereby now notified, that the information residing in files or databases or within the knowledge of City staff working on the Property other than in the Real Estate Services Group have not necessarily been



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incorporated into this ITO and, if not so incorporated, cannot be deemed or interpreted as the City acting through the Real Estate Services Group. Each Offeror now agrees to submit an Offer only on the same basis as property being offered for lease by an owner other than a public regulatory body and now waives all rights and/or recourse, both in law and in equity, which might arise by virtue of the fact that information was known to the City as lessor and the City failed to disclose it because it failed to cross-reference all its files, databases and City staff with the action taken by the City’s Real Estate Services Group in offering the Property for lease.


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SECTION 2.0 RULES GOVERNING LEASE PROCESS

2.1 General Rules on Submitting an Offer

2.1.1 Form of Offer

The Offer should be submitted in the form set out in Section 4.0 of this ITO and should be completed in its entirety. An authorized signatory for the Offeror should initial in the space provided at the bottom of each page (Excepting Schedules G and H) and return every page of this ITO in its entirety.

2.1.2 All Offers are irrevocable for 120 Days

July 5th, 2018 at 3:00PM is the offer closing time (the “Offer Closing Time”), and all Offers (including, without limitation, the offers to lease contained in them) are irrevocable and will remain open for acceptance by the Owner for 120 calendar days

after the Offer Closing Time.

2.1.3 Deliver Prior to Offer Closing Time

It is the sole responsibility of the Offeror to deliver its Offer to Supply Chain Management, City of Vancouver at the address set out in Section 2.2.4 before the Offer Closing Time.

2.1.4 Late, Faxed or Emailed Offers May be Rejected

Offers which arrive after the Offer Closing Time or without the Initial Deposit (see Section 2.2.3) may be returned unopened. Faxed or emailed Offers will not be accepted.

2.2 How to Prepare and Submit Your Offer

2.2.1 Offers Should Use Correct Legal Name

The name of the Offeror inserted in the Offer should be the Offeror’s exact legal name.

2.2.2 No Changes to Text or Form of the ITO

Changes or amendments to the pre-printed text or form of the ITO which constitutes the Offer may not be accepted. All corrections to information inserted in the Offer by the Offeror should be made in ink and have the authorized signatory’s initials entered beside the correction.


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2.2.3 Deposit Must Accompany Offer

A deposit of $500,000.00 (the “Initial Deposit”) payable to the City of Vancouver must be enclosed with the Offer and will be held by the City as a deposit on account of the Offeror’s offer to lease the Property. If the City does not accept the Offeror’s Offer by the date set out in Section 2.1.2, the City will return the Initial Deposit promptly on request or without request within a reasonable period of time. If the City accepts the Offeror’s Offer, the Initial Deposit must be increased as set out in Section 3.3 of this ITO. The Initial Deposit must be in the form of a bank draft or bank certified cheque consistent with the currency/method of payment requirements set out in Form of Initial Lease attached as Schedule F. Interest, if any, which accrues on an Initial Deposit held by the City will accrue to the benefit of and be retained by the City, whether or not the City accepts the Offer.

2.2.4 Offer and Deposit in Sealed/Specially Marked Envelope

Both the Offer and the Initial Deposit must be enclosed in a sealed envelope clearly addressed on the outside of the envelope with the following:

Offer and Deposit for: 625 Pacific Street / 675 Pacific Street & 777 Pacific Street, Vancouver Supply Chain Management Office 4th Floor City of Vancouver 453 West 12th Avenue Vancouver, British Columbia V5Y 1V4

2.3 Commission

If the Offer is submitted by an agent of the Offeror who is the holder of a valid and subsisting agent’s license (hereinafter called the “Agent”) pursuant to the Real Estate Services Act, S.B.C. 2004, Chapter 42, be advised that it is the responsibility of the Offeror to pay all commissions payable to the agent of the Offeror. No commissions will be payable by the City of Vancouver to the agent of the Offeror.

2.4 Legal Terms and Conditions of Lease Process

2.4.1 No Legal Obligation Assumed by Owner until Signed Offer to Lease

The City does not assume any legal duty or obligation in respect of this ITO (except to return the Initial Deposit to any Offeror whose Offer is not accepted by the date referred to in Section 2.1.2), unless and until the City, with approval of City Council, accepts a valid Offer and the authorized signatories for the City have signed the Offer to Lease and then only those duties and obligations which are expressed in the Offer to Lease will apply. No Offer will be considered accepted by or binding on the City unless and until the authorized signatories for the City have signed the Offer to Lease and forwarded an executed copy to the Offeror.


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2.4.2 “Losses” is Defined Term

In this ITO, “Losses” means, in respect of any matter, all

(a) direct and

(b) indirect and consequential,

claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement, whether from a third person or otherwise).

2.4.3 Legal Rights and Obligations Subject to this Section 2.4

Despite any other term, express or implied, of this ITO, the City and the Offeror agree that all of their respective rights and obligations at law and in equity, in contract and in tort, in all matters relating to the lease process (as opposed to an Offer to Lease) will be absolutely and unconditionally subject to this Section 2.4.

2.4.4 Offeror’s Risk/Cost

The Offeror acknowledges that the City is a public body required by law to act in the public interest. While the City has every intention of conducting the lease process in a fair and impartial manner, in no event does the City owe to any Offeror:

(a) a contract or tort law duty of care, fairness, impartiality or procedural fairness in the lease process; or

(b) a contract or tort law duty to preserve the integrity of the lease process,

and the Offeror now assumes and agrees to bear all Losses arising from participating in the lease process, including all costs and expenses incurred by the Offeror in preparing its Offer. Without in any way limiting the general scope of this Section 2.4, and by way of example and illustration only,

(c) the highest or any Offer need not necessarily be accepted and the City may reject any and all Offers at any time without further explanation (by way of further example, if the City determines that all Offer prices are too low), or accept any Offer considered advantageous to the City, or may subsequently advertise the Property for sale or lease in any manner that the City chooses;

(d) Offers which contain qualifying conditions, excepting conditions relating to rezoning, Policy Plan, or ODP amendments or conditions precedent to the lease, or otherwise fail to conform to the requirements of this ITO may be disqualified or rejected. The City may waive any non-compliance with this ITO, specifications or any conditions, including the time of delivery of anything required by this ITO and may at its sole discretion elect to retain for consideration Offers which are nonconforming because they do not contain the content or form required by the ITO or because they have not complied with the City’s submission rules contained in this ITO; and


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(e) the City may, at any time prior to signing an Offer to Lease, negotiate changes to terms and conditions of the Offer to Lease with any one or more of the Offerors without having any duty or obligation to advise any other Offerors or to allow them to vary their Offer prices as a result of such changes and the City will have no liability to any other Offeror as a result of such negotiations or modifications.

2.4.5 Release

The Offeror now releases the City from all liability for any Losses in respect of:

(a) any alleged (or judicially imposed) breach by the City of the lease process (it being acknowledged and agreed that, to the best of the parties’ knowledge, the City has any obligation or duty under the lease process which it could breach (other than wholly unanticipated obligations or duties merely alleged or imposed judicially));

(b) any unintentional tort of the City occurring in the course of conducting the lease process;

(c) the Offeror preparing and submitting an Offer;

(d) the City accepting or rejecting the Offeror’s Offer;

(e) the manner in which an Offer is selected or in which no Offer is selected; and

(f) the Offeror, if any, with whom the City enters into an Offer to Lease.

2.4.6 Indemnity

The Offeror now indemnifies and will protect and save the City harmless from and against all Losses, in respect of any claim or threatened claim by the Offeror or any of its contractors or agents alleging or pleading:

(a) any alleged (or judicially imposed) breach by the City of the Invitation to Offer to Lease process (it being agreed that, to the best of the parties’ knowledge, the City has no obligation or duty under the lease process which it could breach (other than wholly unanticipated obligations or duties merely alleged or imposed judicially));

(b) any unintentional tort of the City occurring in the course of conducting the Invitation to Offer to Lease process; or

(c) liability on any other basis related to the lease process,

excepting and excluding always all legal rights and obligations as between the successful Offeror (if any) and the City which will be created if the Offer is accepted by the City and the authorized signatories for the City have signed both the signature page of the Offer to Lease.


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2.4.7 Limitation

If, with respect to anything relating to the lease process, the City is found to have breached any duty or obligation of any kind to the Offeror or its contractors or agents whether at law or in equity or in contract or in tort, or is found liable to the Offeror or its contractors or agents on any basis or legal principle of any kind, the City’s liability is limited to a maximum of $100, despite any other term or agreement to the contrary.

2.4.8 Dispute Resolution

Any dispute relating in any manner to the lease process (except only disputes arising between the City and the successful Offeror with whom the City has entered into a lease) will be resolved by arbitration in accordance with the Commercial Arbitration Act (British Columbia), as amended or replaced from time to time, and as follows:

(a) the arbitration will take place in Vancouver, British Columbia and will be conducted by a sole arbitrator who will be selected by the City, and

(b) Sections 2.4.5, 2.4.6 and 2.4.7 will:

(i) bind the City and the Offeror and the arbitrator, and

(ii) survive any and all awards made by the arbitrator, and

(c) the Offeror will bear all costs of the arbitration.

2.5 Offeror’s Conditions of Lease

The Offeror acknowledges that it will only submit an Offer in response to this ITO that is subject to those conditions set out in section 4.2 of its Offer, which conditions shall be limited to those which a sophisticated lessor of land leasing property on an “as is, where is” basis could conduct.

The Offeror hereby releases the City from all Losses in any manner related to or arising from the Offeror’s reliance on any information contained within this ITO, including, without limitation, all Schedules attached hereto, or information (verbal or written) provided at any time by officials or employees of the City.

2.6 Evaluation of Offers

Offers will be evaluated by representatives of the City on the basis of the overall best value to the City based on the Initial Prepaid Rent #1 amount, the Prepaid Rent #2 amount, and any other criteria deemed to be in the interests of the City, including, but not limited to:

(a) the extent and nature of any conditions precedent to the Offer to Lease;

(b) the financial capacity of the Offeror to obtain financing;

(c) the Offeror’s skills, knowledge and previous development experience;

(d) the Offeror’s business reputation and capabilities; and


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(e) any other criteria set out in this Invitation to Offer to Lease or otherwise reasonably considered relevant.

The City reserves the right to retain complete control over the lease process at all times until the execution and delivery of the Offer to Lease. Accordingly, the City is not legally obligated to review, consider or evaluate the Offers and need not necessarily review, consider or evaluate the Offers in accordance with the procedures set out in this Invitation to Offer to Lease. The City reserves the right to continue, interrupt, cease or modify its review, evaluation and negotiation process on any or all Offers at any time without further explanation or notification to any of the Offerors, subject only to the express legal terms and conditions which bind the City.

The City may elect to short list Offers and evaluate the Offers in stages. Short-listed Offerors may be asked to provide additional information or details for clarification, which may include attending interviews, making a presentation, supplying sample drawings, performing demonstrations, furnishing additional technical data and proposing amendments to the Offer to Lease. The City will be at liberty to negotiate in parallel with one or more short-listed Offerors, or in sequence, or in any combination, and may at any time terminate all or any one set of negotiations with the short-listed Offerors.

Prior to approval of an Offeror, the City must be satisfied as to the Offeror’s financial stability. Offerors may be asked to provide evidence of financing, annual financial reports, or a set of financial statements prepared by an accountant and covering the Offeror’s last two fiscal years.

The selection of an Offer is not intended to substitute for any application process and the successful proposal must be approved through regular Planning and Development application processes.

2.7 No Effect on Vancouver Charter Rights

Nothing in this Invitation to Offer to Lease will operate, if the City so elects, to affect or derogate from the City’s powers, rights, duties and obligations under the Vancouver Charter as amended or replaced from time to time, and the City may, if the City so elects, exercise and carry out any and all of its powers, rights, duties and obligations under the Vancouver Charter as though any agreement resulting from this ITO had never been made.


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SECTION 3.0 TERMS AND CONDITIONS OF THE OFFER TO LEASE

3.1 Offer to Lease

As part of its Offer, Offerors will indicate any proposed variations to the form of Lease attached as Schedule F, including all conditions precedent intended to be to the benefit of the Lessor. The City reserves the right to negotiate further conditions precedent. The parties will substantially settle and the Lessor will execute the Offer to Lease subject to Council Approval. Following Council Approval, the City’s authorized signatory will execute and return a copy of the Offer to Lease.

3.2 Offeror Assumes Risk of Leasing “As Is, Where Is”

The successful Offeror assumes all risks of leasing the Property on the basis set out in Section __ of the Offer to Lease and releases the City as set out in Section __ of the Offer to Lease.

3.3 Approval by City Council and Increase of Initial Deposit

Within 48 hours following execution of the Offer to Lease by both parties, the Lessor will increase the Initial Deposit in accordance with Section ___ of the Offer to Lease, so that the total deposit (including the Initial Deposit) will be the greater of $3.0 million ($10.0 million -both Loops) or 20% of the Prepaid Rent #1 Amount set out in the Section 4.1 of the Offer to Lease. This deposit will be a credit against the Prepaid Rent #1 Amount to be paid upon Initial Lease execution.


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SECTION 4.0 OFFER/ACCEPTANCE SECTION

EAST GRANVILLE LOOP

4.1 Offer to Lease – East Granville Loop

To: CITY OF VANCOUVER

Office of Director of Real Estate Services

I/We now offer to lease (the Initial Lease) from the City of Vancouver, the Property located at 625 Pacific Street / 675 Pacific Street (the East Granville Loop), Vancouver, B.C., legally described in this ITO for the sum of:

$ , (the “Prepaid Rent #1 Amount”) on the terms and conditions contained in this ITO, including this Offer to Lease, all of which will survive the completion of the lease of the Property.

The Prepaid Rent #1 Amount is payable upon entering into the Initial Lease and is inclusive of the obligation for the Offeror to deliver the required affordable housing as set out in the ITO.

Note: The Prepaid Rent #1 should be greater than $3 million dollars.

I/We now offer to adjust the Prepaid Rent #1 Amount upon entering the long-term leases and prior to rezoning enactment by adding to it a Prepaid Rent #2, being an amount equivalent to the product of:

$___________, multiplied by each Gross Buildable Square Foot of leasehold strata residential floor space to be constructed on the East Granville Loop Property,

$___________, multiplied by each Gross Buildable Square Foot of leasehold affordable rental residential floor space to be constructed on the East Granville Loop Property,

$___________, multiplied by each Gross Buildable Square Foot of leasehold commercial floor space to be constructed on the East Granville Loop Property,

which amounts will be paid on the terms and conditions contained in this ITO, including the Offer to Lease, all of which will survive the completion of the lease of the Property. Refer to the Offer to Lease Matrix included in this Section 4.0 that indicates the amounts.

My/Our certified cheque or bank draft for $500,000.00 is enclosed as the Initial Deposit to be held on account of my/our offer to lease the Property.

Dated at , British Columbia this day of , 2018.


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4.2 Conditions

In accordance with Section 4.2 of the Offer to Lease, the Offer is subject to the following conditions precedent (if any) in favour of the Offeror to be removed or waived within ten calendar days after receipt of this Offer signed by the City.

[Note to Offeror: Provide condition description and removal date.]

Condition: Condition Removal Date:

………………………………………………………………………………………………………………………………………………………

4.3 Proposed Variations to form of Initial Lease and / or Ground Leases

We hereby attach a summary of our proposed variations to the form of Initial Lease and / or

Ground Leases for consideration and further negotiation with the City. Yes □ No □

4.4 Name, Address and Witnessed Signature Under Seal of Offeror

4.4.1 Legal Name and Description of Offeror

The complete name of the Offeror is (complete as applicable):

(a) An individual named

(b) A partnership named , comprised of the following partners:

[Note to Offeror: Insert full legal names and, if partners are corporations, include incorporation/registration numbers for each corporate partner in the spaces provided above.]

(c) A company named , incorporated under the laws of under incorporation No. , and, if an extra-provincially incorporated company, registered as an extra-provincial company in British Columbia under registration number .


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4.4.2 Address, Contact, Telephone and Fax Number for Offeror

[Note to Offeror: Complete all Blanks as applicable.]

Offeror(S) Address:

Contact Person (if other than Authorized Signatory):

Telephone/Fax/E-Mail:

4.4.3 Witness/Authorized Signatory Name, Address, and Signature

[Note to Offeror: Complete and have signed by Authorized Signatory in presence of Witness.]

Witness to Signature(s): Authorized Signatory (ies) for Offeror:

Witness: Authorized Signatory(ies):

Name Name

Signature Signature

Address Address

Telephone No. Telephone No.

Fax No. Fax No.


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Owner Acceptance

ACCEPTANCE

The Owner now accepts this Offer to Lease, subject to approval by Vancouver City Council, on the terms and conditions of this ITO, including the form of Lease and the conditions set out in Section 4 of the Offer to Lease, and encloses this Offer to Lease, for signature by the Offeror.

Date of Owner’s Acceptance: , 2018.

City of Vancouver by its authorized signatory(ies):


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WEST GRANVILLE LOOP

4.5 Offer to Lease – West Granville Loop



I/We now offer to lease (the Initial Lease) from the City of Vancouver, the Property located at 777 Pacific Street (the West Granville Loop), Vancouver, B.C., legally described in this ITO for the sum of:




I/We now offer to adjust the Prepaid Rent #1 Amount upon entering into the Long-Term leases prior to rezoning enactment by adding to it a Prepaid Rent #2, being an amount equivalent to the product of:

$___________, multiplied by each Gross Buildable Square Foot of leasehold strata residential floor space to be constructed on the West Granville Loop Property,

$___________, multiplied by each Gross Buildable Square Foot of leasehold affordable rental residential floor space to be constructed on the West Granville Loop Property,

$___________, multiplied by each Gross Buildable Square Foot of leasehold commercial floor space to be constructed on the West Granville Loop Property,





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4.6 Conditions




………………………………………………………………………………………………………………………………………………………

4.7 Proposed Variations to the form of Initial Lease and / or Ground Leases











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Offeror(S) Address:







Name Name

Signature Signature

Address Address


Fax No. Fax No.


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Owner Acceptance

ACCEPTANCE





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BOTH EAST AND WEST GRANVILLE LOOPS

4.9 Offer to Lease – BOTH LOOPS



I/We now offer to lease (the Initial Lease) from the City of Vancouver, the Properties located at 777 Pacific Street (the West Granville Loop) and 625 Pacific Street / 675 Pacific Street (the East Granville Loop), Vancouver, B.C, Vancouver, B.C., legally described in this ITO for the sum of:




I/We now offer to adjust the Prepaid Rent #1 Amount upon entering into the long-term leases prior to rezoning enactment by adding to it a Prepaid Rent #2, being an amount equivalent to the product of:

$___________, multiplied by each Gross Buildable Square Foot of leasehold strata residential floor space to be constructed on the East and West Granville Loop Properties,

$___________, multiplied by each Gross Buildable Square Foot of leasehold affordable rental residential floor space to be constructed on the East and West Granville Loop Properties,

$___________, multiplied by each Gross Buildable Square Foot of leasehold commercial floor space to be constructed on the East and West Granville Loop Properties,





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4.10 Conditions




………………………………………………………………………………………………………………………………………………………

4.11 Proposed Variations to the form of Initial Lease and / or Ground Leases











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Offeror(S) Address:







Name Name

Signature Signature

Address Address


Fax No. Fax No.


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Owner Acceptance

ACCEPTANCE





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SECTION 5.0 SCHEDULES

5.1 Legal Effect of Schedules

Except only for the legal description portion of the title search attached as Schedule A, the following Schedules are provided to Offerors for general reference purposes only. Without limiting the general scope and intent of any of the other terms of this ITO, the Owner and the City make no representations or warranties concerning the completeness or accuracy of the contents of the following schedules. Offerors must not rely on the contents of the Schedules and must independently satisfy themselves as to all aspects of the Property by acquiring information independent of and entirely separate and apart from the attached schedules and without relying in any way on the attached schedules.

5.2 List of Schedules

The following schedules are attached to this ITO and are at all times completely subject to the terms and conditions of Section 5.1:

Schedule A Copies of Property Titles (East and West Loops)

Schedule B Legal Plans

Schedule C Summary of Environmental Investigations (East and West Loops)

Schedule D City of Vancouver Zoning Bylaw

Schedule E NEU Requirements

Schedule F Initial Lease and Ground Leases

Schedule G Non-Disclosure Agreement

Schedule H Invitation to Offer Process Timelines

SCHEDULE A - ITO

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SCHEDULE A COPIES OF PROPERTY TITLES

EAST LOOP

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SCHEDULE A COPIES OF PROPERTY TITLES

WEST LOOP

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SCHEDULE B LEGAL PLAN EAST LOOP

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SCHEDULE B LEGAL PLAN WEST LOOP

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SCHEDULE C SUMMARY OF ENVIRONMENTAL INVESTIGATIONS

EAST LOOP

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WEST LOOP

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SCHEDULE D - ITO

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SCHEDULE D CITY OF VANCOUVER ZONING BYLAW – DD ZONE EXCERPT

(DD) Downtown District

By-law No. 4911

A By-law to Amend By-law No. 3575, Being the Zoning and Development By-law.

THE COUNCIL OF THE CITY OF VANCOUVER in open meeting assembled enacts as follows:

1. The plan attached to and forming an integral part of By-law No. 3575 and designated as the “Zoning District Plan” and marked as Schedule “D” to said By-law is hereby amended according to the plan marginally numbered Z-178 annexed to this By-law and marked as Schedule “D” hereto, and in accordance with the explanatory legend, notations, references and boundaries designated, described, delimited and specified in particularity shown upon said plan annexed hereto; and the various boundaries and districts shown upon the plan hereto annexed respectively are an amendment of and in substitution for the respective districts, designated and marked on said Schedule “D” of said By-law No. 3575 insofar as the same are changed, modified or varied thereby, and the said Schedule “D” annexed to said By-law No. 3575 shall be deemed to be and is hereby declared to be amended accordingly, and the said Schedule “D” attached to this By-law is hereby declared to be and shall form an integral part of said plan marked as Schedule “D” to said By-law No. 3575, as if originally incorporated therein, and shall be interpreted accordingly.

2. The two areas shown outlined in black on the said plan are rezoned a Comprehensive

Development District to be known and described as “Downtown District (DD)”.

3. The only uses permitted within the said areas and the only uses for which development permits may be issued, as prescribed in detail in the Official Development Plan By-law No. 4912, are:

(a) commercial uses, including a body-rub parlour; (b) residential uses; (c)institutional uses; (d) industrial uses (light); (e) parks and open spaces; (f) public uses and facilities;

and other similar use or uses customarily ancillary to such uses, subject to the form, location and any special characteristics being in conformity with any Official Development Plan, By-law or applicable policies and guidelines adopted by Council, and subject to such other conditions not inconsistent therewith which the Development Permit Board in its discretion may prescribe.

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4. Any person wishing to carry out any development in the said district shall submit such plans and specifications as may be required by the Director of Planning.

5. No development permit shall be issued for any development unless such permit shall have received the approval of the Development Permit Board, unless otherwise approved by the Director of Planning pursuant to section 3.3 of the Zoning and Development By-law.

City of Vancouver DD Zoning and Development By-law 1 July 1997

DD

6. This By-law shall come into force and take effect on and after the date of the

passing hereof. DONE AND PASSED in open Council this 4th day of November,

1975.

(Sgd) Arthur Phillips, Mayor (Sgd) Douglas H. Little, City Clerk

See also Downtown District Official Development Plan

City of Vancouver DD Zoning and Development By-law 2 July 1997

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SCHEDULE E NEU REQUIREMENTS

Neighbourhood Energy Considerations The following is a list of Neighbourhood Energy System considerations for Granville Loops that are intended to serve as a basis for assessing potential constraints on the parcel. These considerations factor in the expectation that development at Granville Loops may be required to connect to a neighbourhood energy system should a City-owned low carbon system be available. The development may also host equipment for a neighbourhood energy system (however to be clear, such equipment will be provided by the neighbourhood energy provider and not the developer).

1. Form of Development Conditions

Provide 93 m2 of Neighbourhood Energy Room (NER) space to host neighbourhood energy system infrastructure. This space will likely need to be located in the P1 level, and will need sufficient head room for boilers and be suitably located to accommodate utility connections, boiler ventilation requirements etc. (all to the satisfaction of the General Manager of Engineering Services).

The proposed approach to site heating and cooling will be developed in collaboration with the City prior to the issuance of a development permit.

All buildings in the development will be required to connect to a neighbourhood energy system, should a City-owned low carbon system be available, and shall adhere to the following conditions:

o Building to be designed with Neighbourhood Energy Compatible mechanical systems (see CoV guidelines for Neighbourhood Energy connectivity for further information);

o Building-scale space heating, domestic hot water, and ventilation make-up air shall be provided by hydronic systems;

o Provide for 21 m2 of adequate space for Energy Transfer Station (ETS) to service building. This space is typically located in the P1 level, at location to the satisfaction of the General Manager of Engineering Services.

2. Bylaw Enactment Conditions:

Enter into agreements that require: o Buildings to connect to a Low Carbon Neighbourhood Energy System if

available. o SRW for access to the NEU area under the Granville Street Bridge. o SRW for access to the ETS room and related infrastructure o SRW for access to the Neighbourhood Energy Room and infrastructure

SCHEDULE F - ITO

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SCHEDULE F1

INITIAL LEASE

THE DRAFT INITIAL LEASE WILL BE AVAILABLE ON THE CITY’S FTP SITE

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SCHEDULE F2

GROUND LEASES

DRAFT GROUND LEASES WILL BE AVAILABLE ON THE CITY’S FTP SITE

SCHEDULE G – ITO

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SCHEDULE G NON DISCLOSURE AGREEMENT

Real Estate Services

NON-DISCLOSURE AGREEMENT

WHEREAS the City of Vancouver is seeking offers to lease the Property, and the City possesses environmental reports relating to the Property that it considers sensitive or confidential in nature, the City shall disclose to (the “Recipient”), certain Confidential Material of the City for the sole purpose of facilitating the Recipient in its efforts to formulate the terms of its offer (the “Purpose”) and on the terms and subject to the conditions contained in this Agreement.

NOW THEREFORE, in consideration of the mutual premises and covenants herein, the receipt and sufficiency of which is hereby acknowledged, the City and the Recipient hereby agree as follows:

1.0 DEFINITIONS

1.1 “Affiliate” means an affiliate as defined in the Business Corporations Act (British Columbia), as may be amended.

1.2 “Agreement” means this Non-Disclosure Agreement.

1.3 “City” means the City of Vancouver, a municipal corporation continued pursuant to the Vancouver Charter, and includes, but is not limited to, the Vancouver Police Board, the City’s Board of Parks and Recreation and Vancouver Fire and Rescue Services;

1.4 “Property” means those lands with the civic addresses of 625 Pacific Street / 675 Pacific Street and 777 Pacific Street, Vancouver, and legally described as follows:

625 Pacific Street /675 Pacific Street and 777 Pacific Street, Vancouver

Legally known and described as:

Parcel Identifiers: 015-496-821 015-497-437 015-496-830 015-496-856 009-529-888 015-496-872 015-496-534 017-906-199 015-496-970 015-497-461 015-497-593 015-497-899 015-497-911

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Legal Description: LOTS 9, 10, 11,12,13,14 BLOCK 113 DISTRICT LOT 541 PLAN 210 LOT 15, 16, 17, 18, 19 BLOCK 113 DISTICT LOT 541 PLAN 210 LOT C BLOCK 113 DISTRICT LOT 541 PLAN 10040 LOT D BLOCK 112 DISTRICT LOT 541 PLAN LMP481

1.5 “Recipient’s Team” means any person who is a member of the Recipient’s team, whether such member is an employee, sub-contractor or agent of the Recipient, or any employee or agent of such person.

1.6 “Confidential Material” means all information, in any form or medium, known or used by City or an Affiliate of the City which is not known to the general public, including, but not limited to, the know-how, trade secrets, strategic plans, technical information, product information, supplier information, customer information, financial information, marketing information, tenant information and information as to business opportunities, methods and strategies and research and development of the City and its Affiliates. If and to the extent any Confidential Material is included in any agreement, report, assessment, diagram, memorandum or other document or copied or reproduced in any other form or medium, such agreement, report, assessment, diagram, memorandum, document or Confidential Material in such other form or medium will be deemed to be Confidential Material.

2.0 TITLE

2.1 All right, title and interest in and to Confidential Material will be and remain vested in the City. Nothing in this Agreement obliges the City to disclose Confidential Material to the Recipient or grants the Recipient any license or right of any kind with respect to Confidential Material, except the limited right to use such information solely for the Purpose.

3.0 RECIPIENT'S OBLIGATIONS

3.1 The Recipient will use Confidential Material only as strictly required for the Purpose and only in the manner and upon the terms specified in this Agreement.

3.2 The Recipient will deal in utmost good faith with the City in its use of the Confidential Material provided by the City.

3.3 The Recipient will hold and keep, and will ensure that all of the Recipient’s Team will hold and keep, the Confidential Material in confidence and in trust for the City, using at least the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own similar confidential information of like importance and will:

(a) prevent any access, reproduction, disclosure or use of the Confidential Material not expressly authorized herein,

(b) disclose the Confidential Material only to those of the Recipient’s Team who have a definable need to know such information for the Purpose, provided that such Recipient’s Team are bound by a confidentiality agreement with the Recipient no less restrictive than this Agreement, and in the event the employment or appointment of any such person is terminated, the Recipient agrees to use its best efforts to recover any of the Confidential Material in such person’s custody or control. The Recipient will be responsible for all damages arising from any disclosure of all or part of the

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Confidential Material or any act in contravention of this Agreement by a person to whom such Confidential Material was given by the Recipient as if the disclosure were made or the act performed directly by the Recipient,

(c) not, and will ensure that each of the Recipient’s Team will not, copy or reproduce any of the Confidential Material, except as strictly necessary in order to carry out the Purpose, and

(d) promptly notify the City in writing of any unauthorized copying, reproduction, use or disclosure of the Confidential Material of which the Recipient is or becomes aware, and such notice will include a detailed description of the circumstances of the copying, reproduction, use or disclosure and the parties involved.

4.0 EXCEPTIONS TO CONFIDENTIALITY OBLIGATIONS

4.1 This Agreement imposes no obligation upon the Recipient with respect to the City’s Confidential Material received hereunder that:

(a) the Recipient can promptly demonstrate with documentary evidence was already legitimately known to the Recipient without a duty of confidentiality prior to the disclosure thereof by the City;

(b) is lawfully received by the Recipient from a third party, other than a supplier introduced to the Recipient by the City, without a duty of confidentiality;

(c) has become general public knowledge through no act or fault on the part of the Recipient or the Recipient’s Team; or

(d) the Recipient can promptly demonstrate with documentary evidence was independently developed by or for the Recipient without the use of any Confidential Material.

5.0 LEGAL REQUIREMENT TO DISCLOSE

5.1 If the Recipient or any of the Recipient’s Team is or becomes legally required to disclose any Confidential Material to a government body or court of law, the Recipient agrees, to the extent permissible by law, to give, and will ensure that the Recipient’s Team give, the City sufficient advance notice to enable the City the opportunity to contest the disclosure or obtain a protective order.

6.0 WARRANTY DISCLAIMER

6.1 All Confidential Material is provided on an “as is” basis, and all representations and warranties, express or implied, including as to its accuracy or completeness, fitness for purpose, merchantability, and non-infringement, are hereby disclaimed.

7.0 INJUNCTIVE RELIEF

7.1 The Recipient acknowledges and agrees with the City that:

(a) the secrecy of the Confidential Material is of the utmost importance to the City and its tenants, and the Confidential Material is of a sensitive and confidential nature such that monetary damages alone may be inadequate to protect the City’s and the tenants’ interests against any actual or threatened breach of this Agreement;

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(b) the covenants and conditions of this Agreement are reasonable and necessary for the protection of the City’s and the tenants’ business and security and all defences to the strict enforcement thereof by the City are hereby waived by the Recipient to the fullest extent permitted by law, and

(c) a violation of any of the provisions of this Agreement will result in immediate and irreparable damage to the City and/or its tenants, and so the City and its tenants will, in addition to any other rights to relief, be entitled to the remedies of specific performance and injunctive or other equitable relief in respect of any actual or threatened breach of this Agreement, without proof of actual damages or the inadequacy of monetary damages.

8.0 GENERAL

8.1 Upon the request at any time of the City, the Recipient will promptly destroy all Confidential Material and any copies or reproductions thereof in the Recipient’s possession or under its control or in the possession or under the control of any of the Recipient’s Team, and will certify in writing such destruction or return of all Confidential Material. If compliance with the foregoing would violate any applicable law or regulation, then such information may be retained provided that it is not used for any purpose other than to evidence the Recipient’s compliance with such law or regulation, and such retained information must be maintained in confidence as set forth in this Agreement.

8.2 Neither party has an obligation under this Agreement to enter into any other business relationship with the other party.

8.3 The Recipient will not, without the written consent of the City, disclose to any third party either the fact that discussions or negotiations are taking place concerning the Property or any of the terms, conditions or other facts with respect to the Property including the status thereof or the subject matter of this Agreement, provided, however, that nothing herein will prevent the Recipient from making such disclosure:

(a) on a confidential basis to any of the Recipient’s Team to the extent such person needs to know such information strictly for the Purpose; or

(b) in order to comply with the requirements of applicable securities or other laws.

8.4 No waiver, addition to or amendment of this Agreement will be effective unless made in writing signed by authorized signatories of the parties and expressly stated to be a waiver, addition to or amendment of this Agreement. This Agreement states the entire agreement between the parties as to its subject matter and merges and supersedes all previous communications with respect to their obligations hereunder, and the provisions hereof will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

8.5 This Agreement will be governed by and interpreted and construed in accordance with the laws prevailing in the Province of British Columbia and the Recipient irrevocably attorns to the exclusive jurisdiction of the courts of British Columbia and all courts having appellate jurisdiction thereover in relation to the interpretation and enforcement of this Agreement.

8.6 If the Recipient agrees to the terms and conditions of this Agreement the Recipient is required to sign and return this Agreement to the City of Vancouver Supply Chain Management,

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attention Donabella Bersabal by email to [email protected] in order to receive the Confidential Material.

Signed by: [Print name in full with title] [Print Recipient’s company name in full] Date ` SIGNATURE


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SCHEDULE H INVITATION TO OFFER PROCESS TIMELINE

(625 PACIFIC STREET / 675 PACIFIC STREET AND 777 PACIFIC STREET, VANCOUVER BC)

MILESTONE EVENTS:

1. ITO available: Starting Week of May 14th, 2018

2. Interested Offerors sign the Non-Disclosure Agreement attached as Schedule G and return the signed NDA to the Contact Person in order to download related documents from the FTP site.

3. Invitation to Offer Deadline for Submissions 3:00 p.m. Thursday, July 5th, 2018

(a) Offers must be accompanied by a Deposit of $500,000

(b) Offers must be open for acceptance by the City for 120 days

4. Offer Review and Selection Process July 6th, 2018 to July 23rd, 2018

5. Council Approval of Selected Offer

(a) Within 120 days of Deadline for Submissions July 24th, 2018 (target Council Date)

6. Offer to Lease (after selection of preferred offer)

(a) Must be executed by Offeror within 48 hours of receipt of executed Initial Lease from City;

(b) Deposit must be increased to the greater of $3 million (single Loop) or 20% of the Prepaid Lease Amount #1. For both the East and West Loops, the deposit must be increased to the greater of $10 million or 20% of the Prepaid Lease Amount #1.

with execution of the Offer to Lease July 26th, 2018 (target date)

7. Transaction Closing Date September 14th, 2018 or as agreed

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LIST OF SCHEDULES AVAILABLE ON THE FTP SITE

Schedule I – Granville Loops Development Study

Schedule J - Business Case Study (Stantec)

Schedule K - Childcare Guidelines

Schedule L - Social Housing Guidelines

invitation to offer to lease

Documents