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Status: Registered Doc #: CA5630101 RCVD: 2016-11-04 RQST: 2017-01-18 12.14.38

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City of Vancouver - FOI File # 2018-265 Page 1 of 209

LAND TITLE ACT FORM D EXECUTIONS CONTINUED PAGE of

Officer Signature(s) Execution Date Transferor / Borrower / Party Signature(s)

_____________________________________________

_____________________________________________

_____________________________________________

Y M D

OFFICER CERTIFICATION: Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c.124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument.

FORM_D1_V21

2 8

Wesley Y.L. Chan

Barrister & Solicitor453 West 12th AvenueVancouver, B.C. V5Y 1V4

16 11 04CITY OF VANCOUVER, by itsauthorized signatory(ies):

_____________________________Name: Heidi Granger

_____________________________Name:

_______________________________

_______________________________


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TERMS OF INSTRUMENT - PART 2EQUITABLE CHARGE

Introduction:

A. It is understood and agreed that this instrument will be read as follows:

(1) the Transferor, PINNACLE INTERNATIONAL LANDS INC., is called the "Owner" (as more particularly defined in Section 1.1); and

(2) the Transferee, CITY OF VANCOUVER, is called the "City" when referring to the corporate entity and "City of Vancouver" when referring to geographical location;

B. The Owner is the registered owner of the Lands;

C. The Owner purchased the Lands from the City on the condition that the Owner grant to the City an equitable charge as security for the Owner’s payment of the Adjustment Price plus any GST and other applicable taxes thereon as and when same is due and owing; and

D. To satisfy the foregoing condition the Owner has agreed to grant an equitable charge to the City in respect of the Lands on the terms and conditions of this Agreement.

Consideration

In consideration of the payment of $1.00 (One Dollar) and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged and agreed to by the parties) the Owner and the City agree as follows:

ARTICLE 1DEFINITIONS AND INTERPRETATION

1.1 Definitions. The terms defined in this Section 1.1 for all purposes of this Agreement, unless otherwise specifically provided, have the following meaning:

(a) “Adjustment Price” means an amount equivalent to the product obtained by multiplying $365.00 by the aggregate Buildable Square Foot of additional floor space above the Base Gross Buildable Area, which may be approved in principle by Vancouver City Council pursuant to any application made by the Owner to rezone the Lands, exclusive of GST, provincial sales tax, property transfer tax or other like charges;

(b) “Approval in Principle” means an approval in principle given by the Vancouver City Council for any rezoning of the Lands following a public hearing in respect thereof, that is subject to certain conditions that must be fulfilled before arezoning bylaw for the Lands may be enacted by the Vancouver City Council;


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(c) “Base Gross Buildable Area” means the Gross Buildable Square Footage of a development on the Lands that could be constructed pursuant to the zoning applicable to the Lands as of the date of the Sale Contract, being 186,641 square feet, which is inclusive of the square footage allocated to the 152 affordable housing units that are required to be constructed on the Lands, currently estimated at 126,710 square feet;

(d) “Buildable Square Foot” means each square foot comprising the Gross Buildable Square Footage;

(e) “Gross Buildable Square Footage” means the gross buildable square footage of a development which is determined by measuring from the outside finished surfaces of permanent outer building walls, without any deductions, and including all enclosed floors in the development, including retail areas, mechanical equipment floors, penthouses, lobbies, elevators and elevator shafts, service rooms and corridors, exit corridors, storage areas, security rooms and common areas, but excluding subsurface areas dedicated to parking, basements and garage areas;

(f) “GST” means: goods and services tax under the Excise Tax Act (Canada); and

(g) "Lands" means that parcel of land situate in the City of Vancouver, Province of British Columbia, legally described in Item 2 of the Form C General Instrument Part 1.

1.2 Time. Time will be of the essence of this Agreement. If either party expressly or impliedly waives this requirement, that party may reinstate it by delivering notice to the other party. If a time is specified in this Agreement for observing or performing any obligation, such time will be the local Vancouver, British Columbia time.

1.3 Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of British Columbia.

1.4 Validity of Provisions. If a court of competent jurisdiction finds that any provision contained in this agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement which will be construed as if such invalid, illegal, or unenforceable provision had never been contained therein and such other provisions will be enforceable to the fullest extent permitted at law or at equity.

1.5 Construction. The division of this Agreement into sections and the use of headings are for convenience of reference only and are not intended to govern, limit, or aid in the construction of any provision. In all cases, the language in this Agreement will be construed simply, according to its fair meaning, and not strictly for or against either party.

1.6 No Limitation. The word "including" when following any general statement, term, or matter is not to be construed to limit such general statement, term, or matter to the specific items set forth immediately following such word or to similar items whether or not non-limiting language such as "without limitation" or "but not limited to" or words of similar import are used with reference thereto, but rather such general statement, term, or matter is to be


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construed to refer to all other items that could reasonably fall within the broadest possible scope of such general statement, term, or matter.

1.7 Waiver. No consent or waiver, expressed or implied, by a party of any default by the other party in observing or performing its obligations under this Agreement will be effective unless given in writing, or be deemed or construed to be a consent or waiver of any other default. Failure on the part of either party to complain of any act or failure to act by the other party or to declare the other party in default, irrespective of how long such failure continues, will not constitute a waiver by such party of its rights under this Agreement or at law or at equity.

1.8 Remedies. Each party to this Agreement, in addition to its rights under this Agreement or at law, will be entitled to all equitable remedies including specific performance, injunction and/or declaratory relief, to enforce its rights under this Agreement. No reference to nor exercise of any specific right or remedy under this Agreement or at law or at equity by either party will prejudice, limit or preclude that party from exercising any other such right or remedy. No such right or remedy will be exclusive or dependent upon any other such right or remedy, but either party, from time to time, may exercise any one or more of such rights or remedies independently, successively, or in combination. The Owner acknowledges that specific performance, injunctive relief (mandatory or otherwise), or other equitable relief may be the only adequate remedy for a default by the Owner under this Agreement.

1.9 Statutes. Any reference in this Agreement to a federal or provincial statute will include the statute as it exists on the date the General Instrument Part 1 is executed and any subsequent amendments or replacements.

1.10 Further Assurances. The Owner will execute and deliver to the City, on request by the City from time to time, such further assurances and instruments as the City may require to give full force and effect to the Owner's grants and agreements under this Agreement.

1.11 Joint and Several Liability. If the Owner consists of more than one person, firm or corporation, the Owner's obligation under this Agreement will be joint and several.

1.12 References. Whenever the singular or masculine is used in this Agreement, the same will be construed as meaning the plural, feminine or body corporate or politic and vice versa where the context or the parties require.

ARTICLE 2EQUITABLE CHARGE

2.1 Payment of Adjustment Price. The Owner shall pay the Adjustment Price plus GST and any other applicable taxes thereon to the City following the date on which an Approval In Principle is given for any rezoning of the Lands and prior to the date on which the bylaw for any such rezoning of the Lands is enacted.

2.2 Equitable Charge. The Owner hereby grants to the City an equitable charge (the “Equitable Charge”) over the Lands for the payment of any and all sums which may at anytime hereafter be payable by the Owner to the City under the terms of this Agreement. The Equitable Charge shall be registered on title to the Lands in priority to all other financial


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charges and shall be enforceable by the appointment of a receiver for or an order for sale of the Lands or any legal parcel(s) of land therein contained.

2.3 Discharge. The Equitable Charge shall remain in full force and effect as against and in respect of the Lands until such time as the Owner has paid the Adjustment plus GST and all other applicable taxes thereon in full to the City. Upon the Owner having paid the Adjustment price plus GST and all other applicable tax thereon in full to the City, the City will execute a discharge of the Equitable Charge from the Lands, provided that:

(a) the City will have no obligation to execute such discharge until a written request therefor from the Owner has been received by the City, which request will include the form of discharge in registrable form;

(b) the cost of preparation of such discharge and the cost of registration of the same in the LTO will be paid by the Owner; and

(c) the City will have a reasonable time within which to execute such discharge and return same to the Owner for registration.

2.4 GST. If the Owner is registered for GST purposes on the date on which it pays the Adjustment Price to the City, the Owner may self-assess the GST and account directly to the Canada Revenue Agency therefor, if the Owner provides the City with a certificate signed by an officer of the Owner confirming the Owner’s registration number and the Owner’sregistered status.

ARTICLE 3GENERAL PROVISIONS

3.1 Notice. Any notice, approval or request required or permitted to be given under this Agreement will be in writing and may be given by delivering such notice, approval or request to a representative of the party for whom it is intended or by mailing such notice, approval or request by prepaid registered mail from any post office in British Columbia and in the case of the Owner addressed to it at the Owner address set out in the Certificate of Title for the Lands or such other address of which the Owner may notify the City according to the requirement of this Section 3.1;

and in the case of the City addressed to it at:

City of Vancouver453 West 12th AvenueVancouver, British Columbia V5Y 1V4

Attention: City Clerk, with a copy to the Director of Legal Services and the Director of Real Estate Services,

or at such address as the parties may from time to time advise by notice in writing. Any such notice, approval or request will be deemed to have been received on the date of delivery of such notice, approval or request or, on the fifth business day next following the date of


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mailing of such notice, approval or request is mailed, provided that if mailed should there be, between mailing and the actual receipt of such notice, approval or request, a mail strike, slowdown or other labour dispute which might affect the delivery of such notice, approval or request, such notice, approval or request will only be effective if actually delivered.

3.2 City Status. Nothing expressed or implied in this Agreement will or will be deemed to derogate from or prejudice or affect the City's rights, powers, duties and obligations in the exercise of its functions pursuant to the Vancouver Charter, S.B.C. 1953, c.55 and the rights, powers, duties and obligations of the City under all public and private statutes, by-laws and regulations, all of which may be as fully and effectively exercised as if this Agreement had not been executed and delivered by the Owner and the City.

3.3 Transfer of the Lands. The Owner covenants and agrees with the City that upon any sale, transfer or conveyance of the Lands, or any portion thereof, to any person, trust, corporation, partnership or other entity, the Owner will obtain from such person, trust, corporation, partnership or entity and deliver to the City a duly executed acknowledgement of the terms of this Agreement and an assumption of the continuing obligations of the Owner pursuant to this Agreement relative to that portion of the Lands sold, transferred or conveyed to such person, trust, corporation, partnership or entity.

3.4 City Court Costs. In an action to enforce this Agreement in respect of which the court determines that the position of the City will prevail, the City will be entitled to court costs on a solicitor-client basis.

3.5 Owner’s Duties as Occupier. Nothing in this Agreement will abrogate or limit the Owner’s duties and liability as occupier of the Lands.

3.6 Owner’s Representations. The Owner represents and warrants to and covenants and agrees with the City that:

(a) it has the full and complete power, authority and capacity to enter into, execute and deliver this Agreement and to bind all legal and beneficial interests in the title to the Lands with the interests in land created hereby;

(b) upon execution and delivery of this Agreement and registration thereof, the interests in land created hereby will encumber all legal and beneficial interests in the title to the Lands:

(c) this Agreement will be fully and completely binding upon the Owner in accordance with its terms and the Owner will perform all of its obligations under this Agreement in accordance with its terms; and

the foregoing representations, warranties, covenants and agreement will have force and effect notwithstanding any knowledge on the part of the City whether actual or constructive concerning the status of the Owner with regard to the Lands or any other matter whatsoever.

3.7 Indemnity. The Owner hereby agrees to indemnify and hold the City harmless from and against any and all liabilities, losses, claims, damages (including consequential damages, interest, penalties, fines and monetary and other sanctions) incurred or suffered by the City


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by reason of, or in any way related to, the breach of any of the representations, warranties or covenants of the Owner set forth in this Agreement.

3.8 Entire Agreement. This Agreement represents the entire agreement between the City and the Owner regarding the matters set out in this Agreement, and supersedes all prior agreements, letters of intent or understandings about these matters.

3.9 Amendment. Any amendment to this Agreement will have no force or effect unless the City and the Owner have signed the amendments.

3.10 Effect of Agreement. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors, administrators and permitted assigns.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the General Instrument - Part 1 which is attached hereto and forms part hereof.

END OF DOCUMENT




_____________________________________________

_____________________________________________

_____________________________________________

Y M D


FORM_D1_V21

2 12

Wesley Y.L. Chan




_____________________________Name:

_______________________________

_______________________________


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TERMS OF INSTRUMENT - PART 2OPTION TO PURCHASE

Introduction:





C. The Owner purchased the Lands from the City on the condition that the Owner grant to the City an option to purchase the Lands if Commencement of Construction (as defined herein) has not occurred by the Option Back Trigger Date; and

D. To satisfy the foregoing condition the Owner has agreed to grant an option to purchase to the City in respect of the Lands on the terms and conditions of this Agreement;

Consideration

In consideration of the payment of One Dollar ($1.00) and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties) the Owner and the City covenant and agree as follows:


1.1 Definitions. The terms defined in this Section 1.1 for all purposes of this Agreement, unless otherwise specifically provided, have the following meaning:

(a) "Approving Officer" means the person appointed as the approving officer of the City and his/her successors in function and their respective nominees;

(b) "City Engineer" means the chief administrator from time to time of the Engineering Services Department of the City of Vancouver and his successors in function and respective nominees;

(c) "Completion Date" means the 60th day after the Notice Date or the first day thereafter that the LTO is open for business to the public;

(d) “Commencement of Construction” means all building permits required for the excavation and construction of the entirety of the Project have been issued, the Lands have, to the extent required, been excavated and the footings and foundations for the Project have been poured;


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(e) "Contaminants" mean any deleterious, dangerous, hazardous, corrosive, ortoxic substances, pollutants, goods, waste or contaminated material, including underground storage tanks, urea formaldehyde insulation, asbestos and PCB transformers, the manufacture, storage, handling, treatment, generation, use, or transport, or release, disposal or discharge into the Environment of which is controlled, regulated, licensed, or prohibited by any Environmental Laws, or which are or may be deleterious, dangerous, or hazardous to human, animal or plant health or life or the Environment;

(f) "day" means a calendar day;

(g) "Director of Legal Services" means the chief administrator from time to time of the Legal Services Department of the City of Vancouver and her successors in function and respective nominees;

(h) "Environment" means land, including soil, sediment deposited on land, fill and land submerged under water, air, including all layers of the atmosphere, and water, including oceans, lakes, rivers, streams, ground water, and surface water;

(i) "Environmental Laws" mean all laws, statutes, regulations, rules, bylaws, orders, directives, standards, guidelines, and other lawful requirements of any government body including the Environmental Management Act of British Columbia and its regulations, and all principles of common law and equity concerning the quality of the Environment, that apply to the Option Back Lands and its surrounding Environment;

(j) "GST" means the Goods and Services Tax under the Excise Tax Act (Canada);

(k) "Land Title Act" means the Land Title Act, R.S.B.C. 1996, c.250 and all amendments thereto and re-enactments thereof;

(l) "Lands" means that parcel of land situate in the City of Vancouver, Province of British Columbia, legally described in Item 2 of the Form C General Instrument Part 1;

(m) "LTO" means the Land Title Office for the jurisdiction in which the Lands are situate;

(n) "Notice" means the written notice which the City delivers to the Owner pursuant to Section 2.3 exercising the Option;

(o) "Notice Date" means that day upon which the Owner is deemed, pursuant to Section 4.1, to have received the Notice;

(p) "Option" means the option to purchase the Option Back Lands granted to the City pursuant to Section 2.1;

(q) "Option Back Trigger Date" means November 4, 2021;


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(r) “Owner” has the meaning set out in Recital A(1), and all of its assigns, successors and successors in title to the Lands or any part thereof;

(s) "Owner Notice to Elect Date" means the date that is 120 days following the Option Back Trigger Date;

(t) "Permitted Encumbrances" mean exceptions, conditions, reservations, and provisos contained in any Crown grant or Crown disposition of the City Property, and any rights of way, easements, or restrictive covenants in favour of government bodies, including the City of Vancouver, or public utilities registered against title to the City Property;

(u) "Person" means any legal entity including any individual, firm, corporation, or government body;

(v) "Project" means the construction of the mixed-use tower development to be constructed and developed on the Lands;

(w) "Purchase Price" means $20,000,000.00, exclusive of GST, provincial sales tax, property transfer tax, or other like charges, as such price may be adjusted pursuant to section 3.8;

(x) "Term" means the period of time during which the Option may be exercised by the City, commencing on the Option Back Trigger Date and ending on the day that is 180 days following the Option Back Trigger Date;

(y) "Transaction" means the transfer of the fee simple interest in the Option Back Lands from the Owner to the City, pursuant to the Option and as contemplated by Article 3; and

(z) "Transfer" means a freehold transfer in statutorily prescribed form and otherwise in form and substance satisfactory to the City by which the Owner transfers the Option Back Lands to the City.




1.5 Construction. The division of this Agreement into sections and the use of headings are for convenience of reference only and are not intended to govern, limit, or aid in the


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construction of any provision. In all cases, the language in this Agreement will be construed simply, according to its fair meaning, and not strictly for or against either party.

1.6 No Limitation. The word "including" when following any general statement, term, or matter is not to be construed to limit such general statement, term, or matter to the specific items set forth immediately following such word or to similar items whether or not non-limiting language such as "without limitation" or "but not limited to" or words of similar import are used with reference thereto, but rather such general statement, term, or matter is to be construed to refer to all other items that could reasonably fall within the broadest possible scope of such general statement, term, or matter.





1.11 Joint and Several Liability. If the Owner consists of more than one person, firm or corporation, the Owner's obligation under this Agreement will be joint and several.

1.12 References. Whenever the singular or masculine is used in this Agreement, the samewill be construed as meaning the plural, feminine or body corporate or politic and vice versa where the context or the parties require.

ARTICLE 2OPTION

2.1 Option. In consideration of the sum of One Dollar ($1.00) and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged and agreed to by


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the parties), the Owner hereby grants to the City the exclusive and irrevocable option to purchase the Lands, free and clear of all liens, charges and encumbrances except the Permitted Encumbrances, according to the terms and subject to the conditions set out in this Agreement.

2.2 Limitation. The City hereby waives its right to exercise the Option except if Commencement of Construction has not occurred by the Option Back Trigger Date.

2.3 Exercise of Option. Subject to Section 2.2, the City may exercise the Option at any time during the Term by delivering written notice of such exercise to the Owner.

2.4 Effect of Option Exercise. From and after the Notice Date, this Agreement and the Notice will together constitute a binding and enforceable contract between the Owner and the City for the sale and purchase of the Lands according to the terms and conditions of Article 3, and the terms and conditions of Article 3 will take effect at that time.

2.5 Owner to Require Election of Whether to Exercise. If the City has not exercised the Option by the Owner Notice to Elect Date then the Owner will deliver written notice to the City which notice will remind the City that if the City wishes to exercise the Option it must do so during the Term.

ARTICLE 3SALE AND PURCHASE

3.1 Purchase and Sale. Subject to the terms and conditions of this Article 3 and based on the warranties and representations set out in this Agreement, the Owner agrees to sell and the City agrees to purchase the Lands on the Completion Date for the Purchase Price.

3.2 Purchase Price. Subject to the terms and conditions of this Article 3, the City will pay the Purchase Price to the Owner on the Completion Date.

3.3 Owner's Representations. Regardless of any independent investigations the City may make, the Owner represents to the City, as representations that are true and correct on the date the Owner executes this Agreement and will be true and correct on the Completion Date, that:

(a) in response to the City's inquiry under section 116 of the Income Tax Act(Canada) and under Part IX of the Excise Tax Act (Canada), the Owner is a resident of Canada within the meaning of those Acts, and, in the case of the Excise Tax Act, the Owner is resident in Canada by reason other than subsection 32(2) which deems a non-resident to be resident in Canada if that non-resident has a permanent establishment in Canada;

(b) the Owner is the registered owner of the Lands, has good, safeholding, and marketable title to the Lands, free from all liens, charges, or encumbrances except for Permitted Encumbrances and has sufficient, power, authority, and capacity to execute and deliver this Agreement to the City and convey to the City good, safeholding, and marketable registered and beneficial title to the Lands


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(c) by completing the sale of the Lands to the City, the Owner will not be in breach of any statute or bylaw or of any agreement by which the Owner is bound;

(d) the Owner does not owe money to any Person which will constitute a lien, charge, encumbrance, or claim against the Lands;

(e) the Owner has no knowledge that any government body intends to expropriate all or part of the Lands, or that any government body has issued or intends to issue any order or notice regarding the Lands;

(f) except for Permitted Encumbrances, there are and will be on the Completion Date no existing leases or licenses of any part or all of the Lands;

(g) there are and will be at the Completion Date no service or other contracts relating to the Lands to be assumed by the City;

(h) with respect to any work done on the Lands by or on behalf of the Owner, no lien will exist as at the Completion Date;

(i) there is no action, suit, claim or litigation commenced against the Owner or, to the knowledge of the Owner, pending or threatened, with respect to the Lands; and

(j) the Owner has no knowledge that, during the period in which the Owner owned the Lands, any Contaminants have been released, spilled, leaked, pumped, poured, emitted, emptied, discharged, dumped or disposed of on the Lands, orthat any Contaminants have escaped, leached, or migrated, from the Lands andtheir surrounding Environment to, on, or under adjacent lands or their surrounding Environment.

3.4 Insurance. From and after the Notice Date to the Completion Date, the Owner will maintain in force policies of insurance previously maintained.

3.5 Risk. The Lands will be the sole responsibility of the Owner and at the risk of the Owner up to the time the Transfer is submitted for registration on the Completion Date and will be at the sole responsibility of the City and at the risk of the City from and after the time of such submission.

3.6 Owner's Covenants. The Owner will:

(a) from and after the Notice Date to the Completion Date, take all proper actions and proceedings on its part to enable it to vest good and marketable title to the Lands in the City, free and clear of all liens, encumbrances, charges, encroachments, defects in title, equities or claims, except the Permitted Encumbrances;

(b) deliver vacant possession of the Lands to the City on the Completion Date;


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(c) from and after the Notice Date and both before and after the Completion Date, do all such further things as the City may reasonably require for transferring to and vesting in the City title to the Lands as contemplated by this Article 3;

(d) from and after the Notice Date, not bury, spill or release, nor permit to be buried, spilled or released, any Contaminants on the Option Back Lands;

(e) in the event the City delivers the Notice, use reasonable commercial efforts to obtain the right to deliver to the City any architectural plans prepared for the Project and, if successful in obtaining such right, deliver such plans to the City, provided however that the Buyer will not be required to provide any portion of a plan which contains information proprietary or confidential to the Owner;

(f) in the event that the City delivers the Notice, deliver to the City, on or before the Completion Date, copies of all reports, studies, investigations and other information commissioned or prepared by or on behalf of the Owner, or otherwise provided to the Owner, regarding the condition of the Lands, including, if applicable, any reports, studies, investigations or other information regarding Contaminants on or adjacent to the Lands; and

(g) at least 30 days prior to the Completion Date deliver to the Director of Real Estate Services, the City Engineer and the Approving Officer, copies of a subdivision plan creating a separate legal parcel for the Lands or, if the City elects pursuant to Section 3.10, a subdivision plan which dedicates the City Lane and creates a separate legal parcel for the balance of the Lands other than the City Lane. The Owner will deliver the approved Subdivision Plan to the Approving Officer for execution at least 10 days prior to the Completion Date.

3.7 Documents. The Owner, at its sole cost and expense, will prepare the documents and any plans required to close the Transaction, which will be in form and substance reasonably satisfactory to the Director of Legal Services.

3.8 Adjustments and Credits. The Owner and the City will adjust, as at the Completion Date, all usual adjustments for land of this nature, including real property taxes.

3.9 Owner's Closing Documents. At the closing of the Transaction, the Owner will deliver to the City, at the Owner's sole cost and expense, the following documents executed in registrable form:

(a) the Transfer;

(b) if the Owner is a company, an officer's certificate from a senior officer of the Owner, for and on behalf of the Owner and without incurring personal liability, certifying that the Owner's representations and warranties set out in Section 3.3 are true and correct as at the Completion Date in all material respects;

(c) all plans required to close the Transaction;

(d) the Owner's statement of adjustments;


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(e) a cheque payable to the Land Title Survey Authority for all LTO applications and applicable registration fees except Property Transfer Tax; and

(f) any other documents reasonably required by the Director of Legal Services in order to complete the Transaction.

3.10 City's Closing Documents. At the closing, the City will deliver to the Owner a duly executed purchaser's statement of adjustments and a cheque for the Purchase Price.

3.11 Closing. On the Completion Date, all documents, plans and cheques delivered by the Owner and the City, except the Transfer, will be held by the Director of Legal Services, who will cause the Transfer to be tendered for registration in the LTO and after conducting a post registration search in the LTO, the results of which are satisfactory to the Director of Legal Services, the Director of Legal Services will release all documents and cheques, including a cheque drawn in favour of the Owner in the amount equal to the net adjusted portion of the Purchase Price which is due to the Owner on the Completion Date. The Owner and the City agree to instruct their respective legal representatives to conduct the transfer of the Option Back Lands in accordance with the customary practices of reputable lawyers having experience in such matters except that the Owner's legal representatives will not require the Director of Legal Services to provide any undertaking.

3.12 Investigation. The City, and its officials, employees, agents and contractors may, upon delivery of reasonable notice, enter the Lands at any time after the City has delivered the Notice and before the Completion Date to carry out, at the City's cost, such inspections, investigations, tests and surveys as the City considers necessary or desirable.

3.13 Survival. All the representations, warranties, covenants, agreements and indemnities of the Owner and the City contained in this Article 3 will survive the Completion Date, registration of documents, and payment of the Purchase Price.

3.14 Costs, Fees and Taxes. The Owner will pay the cost of any LTO applications and registration fees and the cost of clearing title except for the Permitted Encumbrances. The Owner will not be responsible for payment of Property Transfer Tax. As the City is a GST/HSTregistrant under GST/HST Registration Number R121361042, the City will remit directly to the Receiver General of Canada any GST/HST payable by the City on the purchase of the Lands. The Owner and the City will each pay their own legal costs. The Owner and the City will pay such costs, fees and taxes when due.

3.15 Closing Condition. Intentionally Deleted.


4.1 Notice. Any notice, approval or request required or permitted to be given under this Agreement will be in writing and may be given by delivering such notice, approval or request to a representative of the party for whom it is intended or by mailing such notice, approval or request by prepaid registered mail from any post office in British Columbia and in the case of the Owner addressed to it at the Owner address set out in the Certificate of Title for the Lands or such other address of which the Owner may notify the City according to the requirement of this Section 4.1;


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and in the case of the City addressed to it at:


Attention: City Clerk, with a copy to the Director of Legal Services and the Director of Real Estate Services,

or at such address as the parties may from time to time advise by notice in writing. Any such notice, approval or request will be deemed to have been received on the date of delivery of such notice, approval or request or, on the fifth business day next following the date of mailing of such notice, approval or request is mailed, provided that if mailed should there be, between mailing and the actual receipt of such notice, approval or request, a mail strike, slowdown or other labour dispute which might affect the delivery of such notice, approval or request, such notice, approval or request will only be effective if actually delivered.


4.4 Registration. The City may register the Option against the Owner's title to the Lands in priority to all other charges excepting only Permitted Encumbrances. The Owner will execute and deliver this Agreement to the City in a form acceptable for registration, and will cause the holders of all liens, charges, and encumbrances in respect of which the City requires priority to execute and deliver to the City instruments of priority acceptable for registration and in form and substance acceptable to the City.

4.5 Effect of Grants and Agreements. The grants and agreements made in this Agreement by the Owner are made by the Owner for itself and its successors and assigns and the Option will run with and bind the Lands.

4.6 Indemnity. The Owner hereby agrees to indemnify and hold the City harmless from and against any and all liabilities, losses, claims, damages (including consequential damages, interest, penalties, fines and monetary and other sanctions) incurred or suffered by the City by reason of, or in any way related to, the breach of any of the representations, warranties or covenants of the Owner set forth in this Agreement.


4.8 Continuing Effect. This Agreement will enure to the benefit of and be binding upon the respective successors and assigns of the City and the Owner's heirs, executors, administrators, successors and assigns.




_____________________________________________

_____________________________________________

_____________________________________________

Y M D


FORM_D1_V21

2 18

Wesley Y.L. Chan




_____________________________Name:

_______________________________

_______________________________


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TERMS OF INSTRUMENT – PART 2OPTION TO PURCHASE

HOUSING REMAINDER PARCEL

Introduction:

A. It is understood and agreed that this instrument shall be read as follows:

(i) the Transferor, PINNACLE INTERNATIONAL LANDS INC., is called the “Owner” (as more particularly defined in Section 1.1);

(ii) the Transferee, CITY OF VANCOUVER, is herein called the “City” when referring to the corporate entity and “City of Vancouver” when referring to the geographical location;


C. The Owner purchased the Lands from the City on the condition that the Owner grant to the City an option to purchase the Housing Remainder Parcel; and

D. To satisfy the foregoing condition the Owner has agreed to grant an option to purchase to the City in respect of the Lands on the terms and conditions of this Agreement.

NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of Ten Dollars now paid by the City to the Owner and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties, the Owner and the City covenant, agree, warrant and represent as follows:

SECTION 1DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement:

1.1.1 “Agreement” means this document and attached schedules;

1.1.2 “Approving Officer” means the person appointed as the approving officer of the City and his/her successors in function and their respective nominees;

1.1.3 “ASP Easements” means the reciprocal easements for access, support, shared services or maintenance entered into for the benefit of the Housing Remainder Parcel and the remainder of the Project;

1.1.4 “ASP Plan” means the air space subdivision plan to be registered in the LTO to create the Housing Remainder Parcel;

1.1.5 “Business Day” means any day other than Saturdays, Sundays or statutory holidays in the Province of British Columbia;

1.1.6 “Centre” is defined in Section 9.6;


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1.1.7 “Chief Housing Officer” means the chief housing officer from time to time of the City and his/her successors in function and their respective nominees;

1.1.8 “City” and “City of Vancouver” are defined in Recital A(ii);

1.1.9 “City Personnel” means any and all of the elected and appointed officials, and officers, employees, agents, nominees, delegates, permittees, contractors, subcontractors and volunteers of the City;

1.1.10 “Closing Date” means the closing date for the purchase and sale of the Housing Remainder Parcel by the City which shall be the first Business Day which is thirty (30) days after the date of the Exercise Notice or such other date that the City and the Owner mutually agree upon;

1.1.11 “Closing Documents” means the closing documents described in Sections 7.1, 7.2 and 7.3;

1.1.12 “Contaminants” mean any deleterious, dangerous, hazardous, corrosive, or toxic substances, pollutants, goods, or waste the manufacture, storage, handling, treatment, generation, use, or transport, or release, disposal or discharge into the Environment, of which any Environmental Laws control, regulate, license, or prohibit or which are or may be deleterious, dangerous, or hazardous to human, animal or plant health or life or the Environment;

1.1.13 “Development Permit” means any development permit issued by the City pursuant to any development application in respect of the Lands;

1.1.14 “Director of Facilities Planning and Development” means the City’s Director of Facilities Planning and Development or his/her successors in function and their respective nominees;

1.1.15 “Director of Legal Services” means the chief administrator from time to time of the Legal Services Department of the City and her/his successors in function and their respective nominees;

1.1.16 “Director of Real Estate Services” means the chief administrator from time to time of the Real Estate Services Department of the City and her/his successors in function and their respective nominees;

1.1.17 “Effective Date” means the date as of which this Agreement has been executed by both the City and the Owner;

1.1.18 “Environment” means land including soil, sediment deposited on land, fill and land submerged under water, air including all layers of the atmosphere, and water including oceans, lakes, rivers, streams, ground water, and surface water;

1.1.19 “Environmental Laws” mean all laws, statutes, regulations, rules, bylaws, orders, directives, standards, guidelines, and other lawful requirements of any government body, and all principles of common law and equity


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concerning the quality of the Environment, that apply to the Lands or the Housing Remainder Parcel and their surrounding Environment;

1.1.20 “Exercise Notice” is defined in Section 2.4;

1.1.21 “Exercise Period” means 90 days commencing on the date on which the City receives the Owner Notice;

1.1.22 “Facilities Director” means the City’s Director, Facilities Design andManagement or his or her successor in function and their respective nominees;

1.1.23 “Financial Charges” mean mortgages, assignments of rents and other financial charges registered against title to the subject property in the LTO in favour of any Person, other than the City, claiming by, through or under the Owner;

1.1.24 “Guidelines” means the Housing Guidelines issued by the City of Vancouver as may be modified from time to time;

1.1.25 “Housing” means collectively, the Housing Remainder Parcel, the Housing Units, the Housing Parking Spaces and the Housing Storage Space;

1.1.26 “Housing Remainder Parcel” means the remainder of the Lands, following an air space subdivision of the Lands by way of the ASP Plan, and which contain the Housing Units, the Housing Parking Spaces, the Housing Storage Space, all other common areas, mechanical, electrical, metering and other rooms or areas for the exclusive use of the Users, pursuant to the development of the Lands under the existing zoning and the False Creek North Official Development Plan or any rezoning of the Lands and as first approved by the Approving Officer, the Director of Facilities Planning and Development, the Chief Housing Officer, the Director of Real Estate Services and the Director of Legal Services;

1.1.27 “Housing Parking Spaces” means the parking spaces required to be allocated for the exclusive use of the Users of the Housing Units pursuant to any rezoning of the Lands and as first approved by the Approving Officer, the Director of Facilities Planning and Development, the Chief Housing Officer, the Director of Real Estate Services and the Director of Legal Services;

1.1.28 “Housing Storage Space” means the storage lockers, bicycle storage lockers and/or storage areas required to be allocated for the exclusive use of the Users of the Housing Units pursuant to any rezoning of the Lands and as first approved by the Approving Officer, the Director of Facilities Planning and Development, the Chief Housing Officer, the Director of Real Estate Services and the Director of Legal Services;

1.1.29 “Housing Units” means the greater of: (i) 152 affordable housing units the affordable housing units required to be provided on the Lands in accordancewith the False Creek North Official Development Plan; and (ii) the number


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of affordable housing units required to be provided on the Lands pursuant to any rezoning of the Lands, all of which shall be as first approved by the Approving Officer, the Director of Facilities Planning and Development, the Chief Housing Officer, the Director of Real Estate Services and the Director of Legal Services;

1.1.30 “including” means “including, without limitation”;

1.1.31 “Lands” means that parcel of land situate in the City of Vancouver, Province of British Columbia, legally described in Item 2 of the Form C General Instrument Part 1;

1.1.32 “Losses” is defined in Section 6.8.1;

1.1.33 “LTO” means the New Westminster Land Title Office;

1.1.34 “Option” means the option granted by the Owner in favour of the City under Section 2.1;

1.1.35 “Option Term” means the 80 year period commencing on the Effective Date;

1.1.36 “Owner” has the meaning set out in Recital A(i), and all of its assigns, successors and successors in title to the Lands or any part thereof;

1.1.37 “Owner Notice” means a notice in writing from the Owner to the City confirming that:

(a) the Housing Units, Housing Parking Spaces and Housing Storage are in Turn-Key Condition; and

(b) title to the Housing Remainder Parcel has been issued; and

1.1.38 “Owner's Solicitors” means Miller Thompson LLP;

1.1.39 “Permitted Charges” means any reservations, liens, charges or encumbrances:

(a) contained in any grant from the Crown; or

(b) granted in favour of the City; or

(c) being easements or statutory rights of way registered in favour of the public utilities; or

(d) approved in writing by the Director of Legal Services;

1.1.40 “Person” means any legal entity including any individual, firm, corporation, or government body;


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1.1.41 “Project” means the mixed-use tower development to be constructed and developed on the Lands pursuant to the Development Permit;

1.1.42 “Purchase Price” means Ten ($10.00) Dollars;

1.1.43 "Rezoning" means any rezoning of the Lands;

1.1.44 “Transfer” means the Form A transfer(s) of estate in fee simple conveying the Housing Remainder Parcel from the Owner to the City;

1.1.45 “Turn-Key Condition” in respect of the Housing Units, Housing Parking Spaces and Housing Storage means that the Housing Units, Housing Parking Spaces and Housing Storage have been fully completed by the Owner in accordance with the Guidelines and the terms and conditions of this Agreement and are ready to be occupied and/or used by tenants;

1.1.46 “Users” means the owners, tenants and occupants from time to time of the Housing Remainder Parcel or any part thereof, and such owners’, tenants’ and occupants’ respective agents, employees, contractors, suppliers, vendors, customers, visitors, guests, invitees, permittees and licensees;

1.1.47 “Warranty Period” means the period commencing on the date as of which each of the following has occurred:

(a) an Occupancy Permit has been issued for the Project; and

(b) title to the Housing Remainder Parcel has been transferred to the City,

(the “Warranty Commencement Date”),

and ending on the one year anniversary of that date; provided, however, that if as at such anniversary date, there are any deficiency or warranty claims outstanding between the City and the Owner, the Warranty Period in respect of each item regarding which a warranty claim remains outstanding will then be extended until all claims related to such item have been resolved to the satisfaction of the City; and, provided, further, that if as of Warranty Commencement Date there are any deficiencies outstanding, then in respect of each such deficiency the Warranty Period will not commence until that deficiency has been rectified to the satisfaction of the Director of Legal Services.

1.2 Interpretation. The following provisions will apply to this Agreement:

1.2.1 Construction. Sections and headings are for convenient reference, and are not to affect the meanings of provisions, and use of the singular or masculine includes the plural, feminine, or body corporate, and vice versa;

1.2.2 Severability. If a Court of competent jurisdiction finds that any provision contained in this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability will not affect any other provisions


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of this Agreement which will be construed as if such invalid, illegal, or unenforceable provision had never been contained therein and such other provisions will be enforceable to the fullest extent permitted at law or at equity;

1.2.3 Time. Time will be of the essence, and if the City or Owner expressly or impliedly waives that requirement, the City or Owner may re-instate it by delivering notice to the other;

1.2.4 Entire Agreement. This Agreement represents the entire agreement between the City and Owner regarding the matters set out in this Agreement, and supersedes all prior agreements, understandings, letters of intent, negotiations, or discussion about those matters, and no amendment is to have any force or effect unless the City and Owner have signed it;

1.2.5 References to Legislation. References to statutes and bylaws are to them as they exist on the date hereof, and to later amendments or replacements of them;

1.2.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and of Canada applicable therein;

1.2.7 Waiver. No consent or waiver, expressed or implied, by a party of any default by the other party in observing or performing its obligations under this Agreement will be effective unless given in writing, or be deemed or construed to be a consent or waiver of any other default. Failure on the part of either party to complain of any act or failure to act by the other party or to declare the other party in default, irrespective of how long such failure continues, will not constitute a waiver by such party of its rights under this Agreement or at law or at equity; and

1.2.8 Joint and Several Liability. If there is more than one Owner, the Owner's representations and agreements will be joint and several.

SECTION 2GRANT AND EXERCISE OF OPTION

2.1 Option. In consideration of the payment of One ($1.00) Dollar by the City to the Owner, the receipt and sufficiency of which is acknowledged by the Owner, the Owner grants to the City, as optionee, the sole and exclusive option, irrevocable within the Option Term to purchase the Lands free from all liens, charges, encumbrances, equities, claims, encroachments, and defects in title, except for Permitted Charges and on the terms and conditions set out herein.

2.2 Consideration. The consideration payable by the City for the purchase of the Lands will be the Purchase Price, payable on the Closing Date.

2.3 Exercise of Option to Purchase. The City may, at any time during the Exercise Period exercise the Option by delivering to the Owner written notice (the “Exercise Notice”)


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of its exercise of the Option. When the Option is exercised, this Agreement and the Exercise Notice shall become a binding agreement for the purchase and sale of the Housing Remainder Parcel on the terms set out herein.

2.4 Closing. If the City exercises the Option, the completion of the sale and purchase of the Housing Remainder Parcel will occur on the Closing Date, upon the terms and conditions contained in this Agreement.

2.5 Registration of Option in LTO. The Owner agrees, at its sole cost and expense, to cause the Option to be registered in the LTO, forthwith after the Effective Date,against title to the Lands as a first registered charge excepting only the Permitted Charges. For greater certainty, the Owner may register Financial Charges against title to the Lands subsequent in priority to the Option provided that in each case prior to registration of the Financial Charges, the Owner will obtain an agreement in a form and on terms satisfactory to the Director of Legal Services pursuant to which the holder of such proposed Financial Charges agrees to deliver a registrable discharge ofthe Financial Charges to the City on or before the Closing Date, to be utilized upon receipt by the holder of such charge of the net proceeds of the purchase and sale herein contemplated.

2.6 Partial Discharge of Option. Notwithstanding the fact that the parties have agreed that the Option has been granted in respect of and registered against the Lands, the City agrees that upon the full registration of the ASP Plan in the LTO and issuance of titles to the Housing Remainder Parcel the City will release the Option from title to any part of the Lands that do not comprise the Housing Remainder Parcel, such that the Option will be an option to purchase the Housing Remainder Parcel only, provided however that:

2.6.1 the City will have no obligation to execute such discharge until a written request therefor from the Owner has been received by the City, which request will include the form of discharge in registrable form;

2.6.2 the cost of preparation of such discharge and the cost of registration of same in the LTO will be paid by the Owner; and

2.6.3 the City will have reasonable time within which to execute such discharge and return same to the Owner for registration, provided that such discharge will be provided no later than the Closing Date.

2.7 Assignment. The City may at any time during the Option Term with the consent of the Owner, not to be unreasonably withheld, assign the Option to a non-profit operator selected by the City to own the Housing Remainder Parcel and operate the Housing Units.

SECTION 3REPRESENTATIONS

3.1 Owner's Representations. Regardless of any independent investigations the City may make, the Owner represents to the City, as representations that, except as specifically


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stated otherwise in this Section 3.1, are true and correct on the Effective Date and will be true and correct on the Closing Date, that:

3.1.1 in response to the City's inquiry under section 116 of the Income Tax Act(Canada) and under Part IX of the Excise Tax Act (Canada), the Owner is a resident of Canada within the meaning of those Acts, and, in the case of the Excise Tax Act, the Owner is resident in Canada by reason other than subsection 32(2) which deems a non-resident to be resident in Canada if that non-resident has a permanent establishment in Canada;

3.1.2 on the Effective Date, the Owner is the registered owner of the Lands, and has good, safeholding, and marketable registered title to the Lands, and, upon subdivision, has full power and authority to transfer the Housing Remainder Parcel free from all liens, charges, encumbrances, equities, claims, encroachments, and defects in title, except for Permitted Charges and Financial Charges;

3.1.3 on the Closing Date, the Owner will have good, safeholding, and marketable legal title to the Housing Remainder Parcel, and will have full power and authority to transfer the Housing Remainder Parcel free from all liens, charges, encumbrances, equities, claims, encroachments, and defects in title, except for Permitted Charges;

3.1.4 by completing the sale of the Housing Remainder Parcel to the City, the Owner will not be in breach of any statute or bylaw or of any agreement by which the Owner is bound;

3.1.5 on the Closing Date and except as may be adjusted on the Closing, the Owner will not owe money to any Person which will constitute a lien, charge, encumbrance, or claim against the Housing Remainder Parcel or which will affect the City's right to own, occupy, and obtain revenue from the Housing Remainder Parcel;

3.1.6 to the best of the Owner's knowledge, there are no Contaminants on the Housing Remainder Parcel which are not in compliance with Environmental Laws, and the Housing Remainder Parcel and their surrounding Environment comply with all Environmental Laws, and no Person is investigating or has claimed non-compliance;

3.1.7 the Owner has not released, spilled, leaked, pumped, poured, emitted, emptied, discharged, dumped or disposed of any Contaminants into the Housing Remainder Parcel or their surrounding Environment and, except as disclosed to the City, to the best of the Owner's knowledge, no other Person has done so;

3.1.8 all municipal taxes, rates, levies and assessments in respect of the Housing Remainder Parcel have been paid in full, and the Owner has no present or future obligation to pay moneys in the nature of municipal taxes, rates, levies and assessments to any statutory authority in connection with the Housing Remainder Parcel;


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3.1.9 the Owner has no knowledge that any government body intends to expropriate all or part of the Housing Remainder Parcel, or that any government body has issued or intends to issue any order or notice regarding the Housing Remainder Parcel;

3.1.10 the Owner has no knowledge that any Person has taken, intends to take, or has threatened to take, any action, suit, or proceeding which is likely to adversely affect the Housing Remainder Parcel, the Owner's title to the Housing Remainder Parcel, or the Owner's right to sell the Housing Remainder Parcel to the City;

3.1.11 on the Closing Date, no improvements on lands adjacent to the Housing Remainder Parcel encroach on the Housing Remainder Parcel except as set out in easement agreements, acceptable to the Director of Legal Services, entered into with respect to the Housing Remainder Parcel and the remainder of the Lands;

3.1.12 on the Closing Date, all means of ingress to and egress from the Housing Remainder Parcel comply with the lawful requirements of government bodies;

3.1.13 the Owner has no knowledge that any Person associated with the City has any direct or indirect interest in this sale and purchase; and

3.1.14 the Owner is a corporation in good standing under the laws of British Columbia, has sufficient power, authority and capacity, and has taken all required corporate action to duly authorize it, to deliver this Agreement to the City, to perform it in accordance with its terms and to sell registered and beneficial title to the Housing Remainder Parcel to the City, and such sale is not a sale of all or substantially all the Owner's assets;

and the foregoing representations, warranties, covenants and agreements will have force and effect notwithstanding any actual or constructive knowledge on the part of the City concerning the status of the Owner with regard to the Housing Remainder Parcel or any other matter whatsoever.

3.2 City's Representations. The City represents and warrants to, and covenants and agrees with, the Owner that it has sufficient power, authority and capacity to execute and deliver this Agreement to the Owner, and the foregoing representation, warranty, covenant and agreement will have force and effect notwithstanding any actual or constructive knowledge on the part of the Owner concerning the status of the City with regard to the Lands and/or Housing Remainder Parcel or any other matter whatsoever.

SECTION 4CONDITIONS

4.1 Mutual Conditions. Despite anything to the contrary in this Agreement, the parties’ obligations to complete the sale and purchase of the Housing Remainder Parcel will be subject to the following conditions:


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4.1.1 the completion of the Housing Units, Housing Parking Spaces and Housing Storage Space in Turn-Key Condition; and

4.1.2 the registration of the ASP Plan in the LTO and the issuance of separate legal titles to the Housing Remainder Parcel.

4.2 City's Conditions. Despite anything to the contrary in this Agreement, the City's obligation to complete the purchase of the Housing Remainder Parcel from the Owner will be subject to the following conditions, any of which conditions may be waived at the sole option and discretion of the City:

4.2.1 the Owner's representations in Section 3.1 will be true and correct in all material respects on the Closing Date; and

4.2.2 on the Closing Date, the Owner will have complied with all the Owner's obligations under this Agreement, unless they are obligations which this Agreement expressly requires or permits the Owner to comply with after the Closing Date.

4.3 Effect of Agreement. The conditions set out in Sections 4.1 and 4.2 are not to be deemed as conditions precedent to the formation of this Agreement or its execution and delivery by each party to the other, and this Agreement will be and is deemed to be enforceable from the time of such execution and delivery.

SECTION 5CONSTRUCTION OF THE HOUSING UNITS

5.1 Construction of the Housing Units. The Owner will construct and finish the Housing Units in accordance with the latest version of the Guidelines as of the date the Owner applies for a building permit for the Housing Units.

5.2 Progress Reports. The Owner will keep the City properly and adequately advised of the progress of the construction of the Housing Units.

5.3 Investigation. City Personnel may enter the Lands at all reasonable times for the purposes of carrying out such inspections, investigations, tests and surveys as City Personnel consider necessary or desirable to monitor the construction of the Housing Units provided always that such City Personnel shall comply with all rules, regulations and directives of the Owner and its contractors with respect to site safety. The City agrees to rectify and make good any damage caused by any such investigations, inspections or tests.

5.4 Costs. The Owner acknowledges that it will be responsible for all actual costs incurred by the Owner in satisfying the obligations of the Owner under this Agreement including the costs of constructing the Housing Units, the Housing Parking Spaces, the Housing Storage and delivering the Housing in Turn Key Condition.

5.5 Warranty. In addition to any and all construction and “new home” warranties the Owner grants to its successor(s) in title to that part of the Lands in which the Housing is located, the Owner warrants to the City that all work of designing, constructing,


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equipping, fitting, finishing, furnishing and supplying the Housing shall be of good design and of good and workmanship and quality and that all materials, equipment,fittings, furniture and supplies will be suitable for the purposes for which they are intended. Throughout the Warranty Period the Owner shall promptly repair or replace, as appropriate in the opinion of the Director of Legal Services, any component of the Owner-supplied works in respect of the Housing which does not satisfy the above warranty, normal wear and tear excepted (except in respect of any repair or replacement that is covered by third party supplier or sub-contractor warranty that has been duly and effectively assigned to the City by the Owner, in which case the Owner will co-operate with the City to enable the enforcement of such warranty to the satisfaction of the Director of Legal Services).

SECTION 6TITLE, RISK, ADJUSTMENTS

6.1 Transfer of Title. The Owner will transfer good safeholding and marketable title to the Housing Remainder Parcel to the City on the Closing Date according to the requirements of this Agreement.

6.2 Insurance. Between the Effective Date and Closing Date, the Owner will maintain in force such policies of insurance in connection with the Lands as the City may reasonably request.

6.3 Risk. The Housing Remainder Parcel will be at the risk of the Owner until the date and time of submission of the Transfer for registration in the LTO, and, after that, will be at the risk of the City.

6.4 Possession. The City will have the right to vacant possession of the Housing Remainder Parcel, subject to Permitted Charges, on the Closing Date after payment of the Purchase Price and Delivery Costs.

6.5 Searches. The Owner will deliver to the City promptly such authorizations as the City may require to conduct due diligence searches with respect to the Owner and the Housing Remainder Parcel to ascertain that, from and after the Closing Date, the Housing Remainder Parcel will not be subject to liens, charges, encumbrances, equities or claims, except for Permitted Charges.

6.6 Adjustments. The Owner and City will adjust all items customarily the subject of adjustment in the sale and purchase of property similar to the Housing Remainder Parcel at the Closing Date, including real property taxes and utilities, as applicable. The City will benefit from any income and be responsible for any expenses from and including the Closing Date. If the adjustments are inaccurate or incomplete, the Owner and City will make further adjustments after the Closing Date.

6.7 Costs, Fees, and Taxes. The Owner will pay the costs of clearing title except for Permitted Charges. The City will pay any land title transfer fees and LTO application and registration fees in respect of the transfer of title to the Housing Remainder Parcel. The City and Owner will each pay their own legal costs. The City and Owner will pay all such costs, fees and taxes when due.


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6.8 Indemnity and Release. The Owner, from and after the Effective Date:

6.8.1 will indemnify and save harmless each of the City and all City Personnel from all liabilities, suits, actions, obligations, statutory or other proceedings, judgements, investigations, demands, claims, losses, damages, consequential damages, remediation cost recovery claims, remediation costs, fines, penalties, expenses and legal costs on a solicitor-client basis (collectively, “Losses”) the City or any City Personnel may suffer or incur; and

6.8.2 releases each of the City and all City Personnel from all Losses the Owner, its officers, directors, employees, agents or and contractors may incur of suffer,

arising out of or in connection with the inaccuracy or untruth of any representation of the Owner in this Agreement; breach by the Owner of any agreement of the Owner in this Agreement; otherwise arising out of or in connection with this Agreement; non-compliance of the Housing Remainder Parcel or their surrounding Environment, on or prior to the Closing Date, with any Environmental Laws, or any investigation or claim of non-compliance by any Person; and the presence within the Housing Remainder Parcel or their surrounding Environment, on or prior to the Closing Date, of Contaminants, or the leaching, escaping, or migrating of Contaminants from the Housing Remainder Parcel or its surrounding Environment to other lands or their surrounding Environment.

SECTION 7CLOSING

7.1 ASP Easements. The Owner will cause its solicitors to prepare the ASP Easements not later than thirty (30) days prior to the registration of the ASP Plan, the form and content of which shall be satisfactory to the Director of Legal Services.

7.2 City's Closing Documents. Before the Closing Date, the City will cause the Director of Legal Services to prepare the Transfer, the statement of adjustments, and other conveyance and corporate documents required pursuant to this Agreement and necessary to complete the purchase and transfer of title to the Housing Remainder Parcel, and to deliver such executed documents and the ASP Easements to the Owner's Solicitors a minimum of three Business Days before the Closing Date on such undertakings as the Director of Legal Services may reasonably determine.

7.3 Owner's Closing Documents. A minimum of one Business Day before the Closing Date, the Owner will cause the Owner's Solicitors to deliver to the City the following documents:

7.3.1 the Closing Documents referred to in Section 7.1 and Section 7.2, executed as required;

7.3.2 the ASP Easements, executed as required;


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7.3.3 such documents as are required to convey exclusive rights to the Housing Parking Spaces and Housing Storage Space to the City;

7.3.4 an officer's certificate from the Owner certifying on behalf of the Owner and that the Owner's representations and warranties set out in Section 3.1 of this Agreement are true as at the Closing Date in all material respects;

7.3.5 such other documents, plans and agreements, in form and contents satisfactory to the Director of Legal Services, as may reasonably be required to enable the Housing Remainder Parcel to be used as contemplated within the Project as a whole, including, without limitation, granting access and usage in respect of the Housing Parking Spaces, the Housing Storage, recycling and garbage collection or other services and facilities to the extent such matters are not included in the ASP Easements; and

7.3.6 evidence satisfactory to the City showing that there are no Financial Charges registered or pending registration against title to the Housing Remainder Parcel or that any Financial Charges will be discharged by the Owner on the Closing Date.

7.4 Closing. The City will:

7.4.1 on the Closing Date, provide the Director of Legal Services with its cheque for the adjusted Purchase Price and other cheques necessary to complete the transaction;

7.4.2 on the Closing Date, cause the Director of Legal Services to conduct a pre-registration index search of the Housing Remainder Parcel in the LTO, and, if the search indicates that the Owner owns the Housing Remainder Parcelfree from all registered or pending liens, charges, encumbrances, equities or claims, except for Permitted Charges, to submit the Transfer for registration;

7.4.3 cause the Director of Legal Services, promptly after the LTO accepts the Transfer for registration and notes up the registration particulars for the Transfer, to conduct a post-registration index search of the Housing Remainder Parcel, and, if the search indicates that good, safeholding and marketable title to the Housing Remainder Parcel, except for Permitted Charges, will vest in the City in the normal course of the LTO's routine registration process, to pay the adjusted Purchase Price promptly to the Owner's Solicitors or as the Owner's statement of adjustments may direct by notifying the Owner's Solicitors that the cheque is available for pick up; and

7.4.4 if it is unable to comply, or to cause the Director of Legal Services to comply, with such registration and payment requirements, other than by reason of default by the Owner, cause the Director of Legal Services to return the Transfer to the Owner's Solicitors or, if the Director of Legal Services has then submitted the Transfer for registration, to apply immediately to withdraw the Transfer from the LTO and, upon receipt, to return it to the Owner's Solicitors.


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The Owner and City instruct the Owner's Solicitors and Director of Legal Services respectively to otherwise conduct the closing according to the customary practices of reputable lawyers having experience in such matters, except that the Owner's Solicitors will not require the Director of Legal Services to provide any undertaking, and the Owner will rely on the City's closing covenants set out in this Section 7.4.

7.5 Financial Charges. If any Financial Charges are registered against title to the Housing Remainder Parcel, the Owner will pay and discharge such Financial Charges on or before the Closing Date.

7.6 Tender. The City may tender documents or money upon the Owner or the Owner's Solicitors, and the Owner may tender documents on the Director of Legal Services. The City may tender money by a City cheque, bank draft or cash.

SECTION 8SECTION 219 COVENANT

8.1 Occupancy Restriction on the Lands. Pursuant to Section 219 of the Land Title Act, the Owner covenants and agrees that:

(a) the Project will not be used or occupied except as follows:

(i) the Owner will not apply for an Occupancy Permit in respect of, and will not suffer or permit the occupation of, the Project or any portion of the Project and will take no action, directly or indirectly, to compel the issuance of an Occupancy Permit for the Project or any portion of the Project; and

(ii) the City will be under no obligation to issue any Occupancy Permit permitting the use and occupation of the Project or any portion of the Project, notwithstanding completion of construction of the Project;

until the Housing has been completed and is in Turn-Key Condition and the Owner has delivered the Owner Notice to the City; and

(b) the Owner does hereby waive, remise and release absolutely any and all claims against the City and City Personnel for any Losses that may derive from the withholding of an Occupancy Permit until there is compliance with the provisions of this Section 8.

8.2 Discharges. Subject as hereinafter provided, the City will execute a discharge of the Section 219 covenant contained in this Article from the Lands, upon completion of the requirements of Section 8.1(a), provided that:

(a) the City will have no obligation to execute such discharges until a written request therefor from the Owner has been received by the City, which request will include the form of discharge in registrable form;

(b) the cost of preparation of such discharges and the cost of registration of the same in the LTO will be paid by the Owner; and


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(c) the City will have a reasonable time within which to execute such discharges and return same to the Owner for registration.

SECTION 9GENERAL PROVISIONS

9.1 Survival. All representations, agreements, releases and indemnities in this Agreement will survive closing, registration of the Transfer, and payment of the Purchase Price despite any independent inquiry or investigation by the City or the waiver by the City of any condition set out in Section 4.2, the subject matter of which is contained in a representation in the Agreement.

9.2 Notice. Any notice, approval, consent, request, confirmation, or demand required or permitted under this Agreement must be in writing, and the sender must deliver it by prepaid registered mail from any post office in British Columbia or by personal service addressed to the City as follows:

City of Vancouver453 West 12th AvenueVancouver, British ColumbiaV5Y 1V4

Attention: Director of Real Estate Services

with a copy to: Director of Legal Services

or to the Owner as follows:

Pinnacle International Lands Inc.300-911 Homer StreetVancouver, British Columbia

Attention: Viito De Cotiis

or to such other address in the Province of British Columbia of which either party may notify the other according to the requirements of this Section 9.2. Service will be deemed complete, if made by registered mail, on the third Business Day after the date of mailing; and if made by personal service, upon the effecting of such service.

9.3 Enurement. This Agreement will enure to the benefit of and bind the Owner and City and their respective heirs, executors, administrators, successors and assigns.

9.4 Further Assurances. Each of the parties hereby covenants and agrees to execute any further and other documents and instruments and to do any further things that may be necessary to fulfill the intention of this Agreement.

9.5 City's Other Rights Unaffected. Nothing contained or implied herein will derogate from the obligations of the Owner under any other agreement with the City, or prejudice or affect the City's rights, powers, duties or obligations in the exercise of its


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functions pursuant to the Vancouver Charter as amended from time to time and the rights, powers, duties and obligations of the City under all public and private statutes, by-laws, orders and regulations, which may be, as fully and effectively exercised in relation to the Lands and the Housing Remainder Parcel as if this Agreement had not been executed and delivered by the Owner and the City.

9.6 Arbitration. In the event of any dispute or disagreement between the City and the Owner in respect of any matter that is the subject of this Agreement or the interpretation of any provision of this Agreement the parties hereto agree that such dispute or disagreement may be submitted to and finally settled by a single arbitrator pursuant to the Arbitration Act (British Columbia) as same may be amended from time to time or any legislation substituted therefor, pursuant to the Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre (the “Centre”), provided that it is understood and agreed that this Section 9.6 is not intended to nor is it to be construed as preventing the parties hereto, or any of them, from seeking relief from a court of competent jurisdiction. If the City and the Owner agree to arbitration and cannot agree to a single arbitrator, then such arbitrator shall be chosen by reference to the Centre. Such arbitration shall include a requirement for the production and discovery of documents and examination for discovery as required by the British Columbia Supreme Court Rules.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the General Instrument - Part 1 which is attached hereto and forms part hereof.

END OF DOCUMENT



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_____________________________________________

_____________________________________________

_____________________________________________

Y M D


FORM_D1_V21

2 13

Wesley Y.L. Chan




_____________________________Name:

_______________________________

_______________________________


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TERMS OF INSTRUMENT - PART 2RIGHT OF FIRST REFUSAL TO PURCHASE

Introduction:




B. The Owner is the registered owner of the Lands (as defined herein);

C. The Owner purchased the Lands from the City on the condition that the Owner grant to the City a right of first refusal to purchase the Lands if prior to the expiry of the Term (as defined herein), the Owner receives an arm’s length Bona Fide Offer to purchase the Lands from the Owner; and

D. To satisfy the foregoing condition the Owner has agreed to grant a right of first refusal (the “ROFR”) to the City to purchase the Lands on the terms and conditions of this Agreement.

Consideration:

In consideration of the payment of One Dollar ($1.00) and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties) the Owner and the City covenant and agree as follows:


1.1 Definitions. The terms defined in this Section 1.1 for all purposes of this Agreement, unless otherwise specifically provided, have the following meanings:

(a) “Acceptance” has the meaning set out in Section 3.4;

(b) "Acceptance Date" means that day upon which the Owner is deemed, pursuant to Section 5.1, to have received the Acceptance;

(c) “arm’s length” has the meaning as that term has in the Income Tax Act(Canada), as may be amended or replaced from time to time;

(d) “Bona Fide Offer” means an offer to purchase the Lands:

(i) in writing;


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(ii) signed by an Outside Offeror;

(iii) only in their entirety as described in Item 2 of the Form C General Instrument Part 1, and no other property, rights or assets;

(iv) in a form legally enforceable against the Outside Offeror and subject to no conditions which are not capable of being waived by the Outside Offeror; and

(v) providing that if the City does not exercise its ROFR as set forth in this Agreement and the Term has not expired, the Outside Offeror, upon closing the purchase and sale of the Lands, will grant to the City a right of first refusal (the “New ROFR”) to purchase the Lands in their entirety upon the same terms and conditions as are set forth in this Agreement with the exception of the Purchase Price (which shall be as set out in Section 3.6 hereof);

(e) “business day” means any day exclusive of Saturday, Sunday and statutory holidays observed in the Province of British Columbia;

(f) “City” and “City of Vancouver” have the meanings ascribed to them in Recital A(2);

(g) "City Engineer" means the chief administrator from time to time of the Engineering Services Department of the City of Vancouver and his successors in function and respective nominees;

(h) "Completion Date" means the 60th day after the Acceptance Date or the first day thereafter that the LTO is open for business to the public;

(i) "Contaminants" mean any deleterious, dangerous, hazardous, corrosive, or toxic substances, pollutants, goods, waste or contaminated material, including underground storage tanks, urea formaldehyde insulation, asbestos and PCB transformers, the manufacture, storage, handling, treatment, generation, use, or transport, or release, disposal or discharge into the Environment of which is controlled, regulated, licensed, or prohibited by any Environmental Laws, or which are or may be deleterious, dangerous, or hazardous to human, animal or plant health or life or the Environment;

(j) "day" means a calendar day;

(k) "Director of Legal Services" means the chief administrator from time to time of the Legal Services Department of the City of Vancouver and her successors in function and respective nominees;

(l) "Environment" means land, including soil, sediment deposited on land, fill and land submerged under water, air, including all layers of the atmosphere, and water, including oceans, lakes, rivers, streams, ground water, and surface water;


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(m) "Environmental Laws" mean all laws, statutes, regulations, rules, bylaws, orders, directives, standards, guidelines, and other lawful requirements of any government body including the Environmental Management Act of British Columbia and its regulations, and all principles of common law and equity concerning the quality of the Environment, that apply to the Lands and its surrounding Environment;

(n) “Expiry Time” means 5:00 p.m. (Vancouver time) on the 30th business day after the receipt by the City of such an offer made by the Owner to the City under Section 3.2, excluding the day such offer is received;

(o) "GST" means the goods and services tax under the Excise Tax Act (Canada);

(p) "Lands" means that parcel of land situate in the City of Vancouver, Province of British Columbia, legally described in Item 2 of the Form C General Instrument Part 1;

(q) "LTO" means the Land Title Office for the jurisdiction in which the Lands are situate;

(r) “New ROFR” has the meaning set out in the definition of “Bona Fide Offer”;

(s) "Notice" has the meaning set out in Section 3.1;

(t) "Option Back Trigger Date" means November 4, 2021;

(u) “Outside Offeror” means a purchaser or prospective purchaser who deals at arm’s length with the Owner;

(v) “Owner” has the meaning set out in Recital A(1), and all of its assigns, successors and successors in title to the Lands or any part thereof;

(w) "Permitted Encumbrances" mean exceptions, conditions, reservations, and provisos contained in any Crown grant or Crown disposition of the Lands, and any rights of way, easements, or restrictive covenants in favour of government bodies, including the City of Vancouver, or public utilities registered against title to the Lands;

(x) "Person" means any legal entity including any individual, firm, corporation, or government body;

(y) "Purchase Price" means $20,000,000.00, exclusive of GST, provincial sales tax, property transfer tax, or other like charges, as such price may be adjusted pursuant to Section 4.8;

(z) “Rezoning” means any change by way of enactment of a by-law to rezone the Lands from the then-current zoning applicable to the Lands as at the date this Agreement is fully executed;

(aa) “ROFR” has the meaning set out in Recital D;


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(bb) "Term" means the period of time during which the ROFR may be exercised by the City, commencing the date of this Agreement and ending the earlier of the:

(i) the Option Back Trigger Date; and

(ii) the date of Rezoning enactment;

(cc) "Transaction" means the transfer of the fee simple interest in the Lands from the Owner to the City, pursuant to the ROFR and as contemplated by thisAgreement; and

(dd) "Transfer" means a freehold transfer in statutorily prescribed form and otherwise in form and substance satisfactory to the City by which the Owner transfers the Lands to the City.




1.5 Construction. The division of this Agreement into sections and the use of headings are for convenience of reference only and are not intended to govern, limit, or aid in the construction of any provision. In all cases, the language in this Agreement will be construed simply, according to its fair meaning, and not strictly for or against either party.

1.6 No Limitation. The word "including" when following any general statement, term, or matter is not to be construed to limit such general statement, term, or matter to the specific items set forth immediately following such word or to similar items whether or not non-limiting language such as "without limitation" or "but not limited to" or words of similar import are used with reference thereto, but rather such general statement, term, or matter is to be construed to refer to all other items that could reasonably fall within the broadest possible scope of such general statement, term, or matter.



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1.11 Joint and Several Liability. If the Owner consists of more than one Person, the Owner's obligation under this Agreement will be joint and several.

1.12 References. Whenever the singular or masculine is used in this Agreement, the same will be construed as meaning the plural, feminine or body corporate or politic and vice versa where the context or the parties require.

ARTICLE 2RESTRICTIONS ON SALE

2.1 Restrictions on Sale. During the Term, the Owner will not sell, transfer, or otherwise convey or offer to sell, transfer, or otherwise convey the Lands except:

(a) for consideration payable entirely in lawful money of Canada;

(b) to an Outside Offeror;

(c) pursuant to a Bona Fide Offer; and

(d) in accordance with, and to the extent permitted by, the terms of this Agreement.

2.2 Exception. Notwithstanding Section 2.1, the Owner may transfer title to a Person not at arm’s length for corporate reorganization, tax or trust purposes provided that this ROFR will remain in effect as if the transferee were the Owner. If the Owner transfers title to such a Person, and if so requested by the Owner, the City will cause its solicitors to deliver a discharge of this Agreement to the solicitors for the Owner on receipt of a satisfactory undertaking from the solicitors for the Owner that the discharge will only be registered concurrently with a new right of first refusal on terms identical to those set forth in this Agreement in favour of the City, and having the same priority of registration as the ROFR.


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ARTICLE 3RIGHT OF FIRST REFUSAL

3.1 Notice of Bona Fide Offer. If, at any time and from time to time during the Term, the Owner receives a Bona Fide Offer from an Outside Offeror, which Bona Fide Offer the Owner is willing to accept, then the Owner will deliver written notice (the “Notice”) immediately to the City that the Owner has received such Bona Fide Offer, and will deliver to the City with the Notice a photocopy of such Bona Fide Offer, certified by the Owner to be a true copy.

3.2 Notice as Offer. The Notice will be deemed to constitute an offer by the Owner to the City to sell the Lands to the City on and subject to the terms and conditions set out in Article 4 of this Agreement.

3.3 Offer Irrevocable. The offer made by the Owner to the City under this Article 3 will be irrevocable and may not be withdrawn by the Owner until after the Expiry Time.

3.4 Acceptance of Offer. Upon receipt of the Notice, the City will have the exclusive first right, exercisable up to and including but not after the Expiry Time, to deliver to the Owner written notice (the “Acceptance”) that the City will purchase the Lands upon the terms and conditions set out in Article 4.

3.5 Contract of Purchase and Sale. Upon receipt by the Owner of an Acceptance, a binding contract of purchase and sale for the Lands will be constituted between the City and the Owner, which contract will be completed in the manner provided for in Article 4.

3.6 Sale to Outside Offeror. If the Owner does not receive an Acceptance before the Expiry Time with respect to a Notice, the ROFR is deemed to have been waived as it relates to that Notice and in such circumstances, the Owner may complete the sale with the Outside Offeror as provided for in the Bona Fide Offer in strict accordance with the terms of the Bona Fide Offer. In such case, and upon request from the Owner, the City will cause its solicitors to deliver a discharge of this Agreement to the solicitors for the Owner on receipt of satisfactory undertakings from the solicitors for the Owner, including that:

(a) the discharge will only be registered if that sale to the Outside Offeror is completed in strict accordance with the terms of the Bona Fide Offer; and

(b) the discharge may only be registered if it is registered concurrently with the registration of the New ROFR, and the New ROFR must have the same priority of registration as this ROFR. The New ROFR will be granted to the City on the same terms and conditions as set forth in this Agreement except the Purchase Price, which shall be the purchase price paid by the Outside Offeror to the Owner for the Lands, as verified by the property transfer tax form filed at the time of such closing.

If the sale to the Outside Offeror is not so completed, then any subsequent sale to any Person may be made only if all the requirements of this Agreement are again complied with, and the ROFR will survive and continue in full force and effect.

3.7 No Obligation. The Owner acknowledges and agrees that the City is under no obligation to exercise the ROFR.


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ARTICLE 4TERMS OF ROFR TRANSACTION

4.1 Purchase and Sale. Upon receipt by the Owner of an Acceptance, and subject to the terms and conditions of this Article 4 and based on the warranties and representations set out in this Agreement, the Owner agrees to sell and the City agrees to purchase the Lands on the Completion Date for the Purchase Price.

4.2 Purchase Price. Subject to the terms and conditions of this Article 4, the City will pay the Purchase Price to the Owner on the Completion Date.

4.3 Owner's Representations. Regardless of any independent investigations the City may make, the Owner represents to the City, as representations that are true and correct on the date the Owner executes this Agreement and will be true and correct on the CompletionDate, that:

(a) in response to the City's inquiry under section 116 of the Income Tax Act(Canada) and under Part IX of the Excise Tax Act (Canada), the Owner is a resident of Canada within the meaning of those Acts, and, in the case of the Excise Tax Act, the Owner is resident in Canada by reason other than subsection 32(2) which deems a non-resident to be resident in Canada if that non-resident has a permanent establishment in Canada;

(b) the Owner is the registered owner of the Lands, has good, safeholding, andmarketable title to the Lands, free from all liens, charges, or encumbrances except for Permitted Encumbrances and has sufficient, power, authority, and capacity to execute and deliver this Agreement to the City and convey to the City good, safeholding, and marketable registered and beneficial title to the Lands;

(c) by completing the sale of the Lands to the City, the Owner will not be in breach of any statute or bylaw or of any agreement by which the Owner is bound;

(d) the Owner does not owe money to any Person which will constitute a lien, charge, encumbrance, or claim against the Lands;

(e) the Owner has no knowledge that any government body intends to expropriate all or part of the Lands, or that any government body has issued or intends to issue any order or notice regarding the Lands;

(f) except for Permitted Encumbrances, there are and will be on the Completion Date no existing leases or licenses of any part or all of the Lands;

(g) there are and will be at the Completion Date no service or other contracts relating to the Lands to be assumed by the City;

(h) with respect to any work done on the Lands by or on behalf of the Owner, no lien will exist as at the Completion Date;


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(i) there is no action, suit, claim or litigation commenced against the Owner or, to the knowledge of the Owner, pending or threatened, with respect to the Lands; and

(j) the Owner has no knowledge that, during the period in which the Owner owned the Lands, any Contaminants have been released, spilled, leaked, pumped, poured, emitted, emptied, discharged, dumped or disposed of on the Lands, or that any Contaminants have escaped, leached, or migrated, from the Lands and their surrounding Environment to, on, or under adjacent lands or their surrounding Environment.

4.4 Insurance. From and after the Acceptance Date to the Completion Date, the Owner will maintain in force policies of insurance previously maintained.

4.5 Risk. The Lands will be the sole responsibility of the Owner and at the risk of the Owner up to the time the Transfer is submitted for registration on the Completion Date and will be at the sole responsibility of the City and at the risk of the City from and after the time of such submission.

4.6 Owner's Covenants. The Owner will:

(a) from and after the Acceptance Date to the Completion Date, take all proper actions and proceedings on its part to enable it to vest good and marketable title to the Lands in the City, free and clear of all liens, encumbrances, charges, encroachments, defects in title, equities or claims, except the Permitted Encumbrances;

(b) deliver vacant possession of the Lands to the City on the Completion Date;

(c) from and after the Acceptance Date and both before and after the Completion Date, do all such further things as the City may reasonably require for transferring to and vesting in the City title to the Lands as contemplated by this Article 4;

(d) from and after the Acceptance Date, not bury, spill or release, nor permit to be buried, spilled or released, any Contaminants on the Lands;

(e) in the event the City delivers the Acceptance, use reasonable commercial efforts to obtain the right to deliver to the City any architectural plans prepared in respect of the Lands and, if successful in obtaining such right, deliver such plans to the City, provided however that the Owner will not be required to provide any portion of a plan which contains information proprietary or confidential to the Owner; and

(f) in the event that the City delivers the Acceptance, deliver to the City, on or before the Completion Date, copies of all reports, studies, investigations and other information commissioned or prepared by or on behalf of the Owner, or otherwise provided to the Owner, regarding the condition of the Lands, including, if applicable, any reports, studies, investigations or other information regarding Contaminants on or adjacent to the Lands.


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4.7 Documents. The Owner, at its sole cost and expense, will prepare the documents required to close the Transaction, which will be in form and substance reasonably satisfactory to the Director of Legal Services.

4.8 Adjustments and Credits. The Owner and the City will adjust, as at the Completion Date, all usual adjustments for land of this nature, including real property taxes.

4.9 Owner's Closing Documents. At the closing of the Transaction, the Owner will deliver to the City, at the Owner's sole cost and expense, the following documents executed in registrable form:

(a) the Transfer;

(b) if the Owner is a company, an officer's certificate from a senior officer of the Owner, for and on behalf of the Owner and without incurring personal liability, certifying that the Owner's representations and warranties set out in Section 4.3 are true and correct as at the Completion Date in all material respects;

(c) the Owner's statement of adjustments;

(d) a cheque payable to the Land Title Survey Authority for all LTO applications and applicable registration fees except Property Transfer Tax; and

(e) any other documents reasonably required by the Director of Legal Services in order to complete the Transaction.

4.10 City's Closing Documents. At the closing, the City will deliver to the Owner a duly executed purchaser's statement of adjustments and a cheque for the Purchase Price, as adjusted.

4.11 Closing. On the Completion Date, all documents and cheques delivered by the Owner and the City, except the Transfer, will be held by the Director of Legal Services, who will cause the Transfer to be tendered for registration in the LTO and after conducting a post registration search in the LTO, the results of which are satisfactory to the Director of Legal Services, the Director of Legal Services will release all documents and cheques, including a cheque drawn in favour of the Owner in the amount equal to the net adjusted portion of the Purchase Price which is due to the Owner on the Completion Date. The Owner and the City agree to instruct their respective legal representatives to conduct the transfer of the Lands in accordance with the customary practices of reputable lawyers having experience in such matters except that the Owner's legal representatives will not require the Director of Legal Services to provide any undertaking.

4.12 Investigation. The City, and its officials, employees, agents and contractors may, upon delivery of reasonable notice, enter the Lands at any time after the City has delivered the Acceptance and before the Completion Date to carry out, at the City's cost, such inspections, investigations, tests and surveys as the City considers necessary or desirable.

4.13 Survival. All the representations, warranties, covenants, agreements and indemnities of the Owner and the City contained in this Article 4 will survive the Completion Date, registration of documents, and payment of the Purchase Price.


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4.14 Costs, Fees and Taxes. The Owner will pay the cost of any LTO applications and registration fees and the cost of clearing title except for the Permitted Encumbrances. The Owner will not be responsible for payment of Property Transfer Tax. As the City is a GST/HST registrant under GST/HST Registration Number R121361042, the City will remit directly to the Receiver General of Canada any GST/HST payable by the City on the purchase of the Lands. The Owner and the City will each pay their own legal costs. The Owner and the City will pay such costs, fees and taxes when due.

4.15 Closing Condition. Intentionally Deleted.


5.1 Notice. Any notice, approval or request required or permitted to be given under this Agreement will be in writing and may be given by delivering such notice, approval or request to a representative of the party for whom it is intended or by mailing such notice, approval or request by prepaid registered mail from any post office in British Columbia and:

(a) in the case of the Owner addressed to it at the Owner’s address set out in the Certificate of Title for the Lands or such other address of which the Owner may notify the City according to the requirement of this Section 5.1;

(b) and in the case of the City addressed to it at:


Attention: City Clerk, with copies to the Director of Legal Services and the Director of Real Estate Services,

or at such address as the parties may from time to time advise by notice in writing. Any such notice, approval or request will be deemed to have been received on the date of delivery of such notice, approval or request or, on the fifth business day next following the date of mailing of such notice, approval or request is mailed, provided that if mailed should there be, between mailing and the actual receipt of such notice, approval or request, a mail strike, slowdown or other labour dispute which might affect the delivery of such notice, approval or request, such notice, approval or request will only be effective if actually delivered.


5.3 Registration. The City may register the ROFR against the Owner's title to the Lands in priority to all other charges excepting only Permitted Encumbrances. The Owner will execute


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and deliver this Agreement to the City in a form acceptable for registration, and will cause the holders of all liens, charges, and encumbrances in respect of which the City requires priority to execute and deliver to the City instruments of priority acceptable for registration and in form and substance acceptable to the City.

5.4 Effect of Grants and Agreements. The grants and agreements made in this Agreement by the Owner are made by the Owner for itself and its successors and assigns and the ROFR will run with and bind the Lands.

5.5 Indemnity. The Owner hereby agrees to indemnify and hold the City harmless from and against any and all liabilities, losses, claims, damages (including consequential damages, interest, penalties, fines and monetary and other sanctions) incurred or suffered by the City by reason of, or in any way related to, the breach of any of the representations, warranties or covenants of the Owner set forth in this Agreement.


5.7 Continuing Effect. This Agreement will enure to the benefit of and be binding upon the successors and assigns of the City and the Owner's heirs, executors, administrators, successors and assigns.

5.8 Release and Discharge. The City hereby covenants and agrees to and with the Owner to execute and deliver to the Owner a registrable discharge of the ROFR from the Owner's title to the Lands upon the expiry of the Term in the event the City has not exercised its ROFR prior to the expiry of the Term (and to provide a registrable discharge in other circumstances explicitly provided for in this Agreement), provided however that:

(a) the City will have no obligation to execute such discharge until a written request therefor from the Owner has been received by the City, which request will include the form of discharge in registrable form;

(b) the cost of preparation of such discharge and the cost of registration of same in the LTO will be paid by the Owner; and

(c) The City will have reasonable time within which to execute such discharge and return same to the Owner for registration.

IN WITNESS WHEREOF the parties have executed this Agreement on the General Instrument -Part 1 which is a part hereof.


Land Title District VANCOUVERLand Title Office VANCOUVER

Title Number CA5630101From Title Number BN281175

Application Received 2016-11-04

Application Entered 2016-11-17

Registered Owner in Fee SimpleRegistered Owner/Mailing Address: PINNACLE INTERNATIONAL LANDS INC., INC.NO. BC0890897

2400, 745 THURLOW STREETVANCOUVER, BCV6E 0C5

Taxation Authority CITY OF VANCOUVER

Description of LandParcel Identifier: 024-636-282Legal Description:

LOT 259 FALSE CREEK GROUP 1 NEW WESTMINSTER DISTRICT PLAN LMP43682

Legal NotationsHERETO IS ANNEXED EASEMENT BK70636 OVER PART PLAN LMP27555 OFLOT 215 FALSE CREEK PLAN LMP10733PART DERIVED FROM LOT 253 PLAN LMP30177

HERETO IS ANNEXED EASEMENT BK70637 OVER PART PLAN LMP27556(CONTAINING 0.271 HA AND 0.147 HA) OF LOT 215 FALSE CREEKPLAN LMP10733PART DERIVED FROM LOT 253 PLAN LMP30177

HERETO IS ANNEXED EASEMENT BK70638 OVER PART PLAN LMP27556(CONTAINING 0.302 HA) OF LOT 215 FALSE CREEK PLAN LMP10733PART DERIVED FROM LOT 253 PLAN LMP30177

SUBJECT TO PROVISOS, SEE BM203336PART DERIVED FROM LOT 1 BLOCK 124 PLAN 9512

**CURRENT INFORMATION ONLY - NO CANCELLED INFORMATION SHOWN**

TITLE SEARCH PRINT 2016-12-05, 12:49:05File Reference: 216925.1 Requestor: Brandi PattonDeclared Value $20000000

Title Number: CA5630101 TITLE SEARCH PRINT Page 1 of 4City of Vancouver - FOI File # 2018-265 Page 65 of 209

SUBJECT TO PROVISOS, SEE CROWN GRANT GB48552PART DERIVED FROM LOT 253 PLAN LMP30177

HERETO IS ANNEXED EASEMENT BV18241 OVER LOT 284 FALSE CREEKPLAN LMP53438

HERETO IS ANNEXED EASEMENT BV18243 OVER LOT 286 FALSE CREEKPLAN LMP53456

NOTICE OF INTEREST, BUILDERS LIEN ACT (S.3(2)), SEE CA5657095FILED 2016-11-18

Charges, Liens and InterestsNature: INDEMNITY AGREEMENTRegistration Number: 241650MRegistration Date and Time: 1956-12-06 13:47Registered Owner: CITY OF VANCOUVERRemarks: PART DERIVED FROM AMENDED LOT V (EXPLANATORY

PLAN 4817) DISTRICT LOT 541

Nature: UNDERSURFACE AND OTHER EXC & RESRegistration Number: GB48572Registration Date and Time: 1988-05-06 15:21Remarks: INTER ALIA

SECTION 47, LAND ACT, SEE CROWNGRANT GB48552PART DERIVED FROM LOT 253 PLAN LMP30177

Nature: UNDERSURFACE AND OTHER EXC & RESRegistration Number: BM203337Registration Date and Time: 1998-07-20 14:48Remarks: INTER ALIA

LAND ACT SECTION 50 (SEE BM203336)PART DERIVED FROM LOT 1 BLOCK 124 PLAN 9512

Nature: COVENANTRegistration Number: BM203338Registration Date and Time: 1998-07-20 14:48Registered Owner: THE CROWN IN RIGHT OF BRITISH COLUMBIARemarks: INTER ALIA

EXTENDED BY BN281136



Nature: COVENANTRegistration Number: BN281136Registration Date and Time: 1999-10-19 14:51Registered Owner: THE CROWN IN RIGHT OF BRITISH COLUMBIARemarks: INTER ALIA

EXTENSION OF BM203338

Nature: EASEMENTRegistration Number: BV18242Registration Date and Time: 2003-01-17 12:52Remarks: APPURTENANT TO LOT 284 FALSE CREEK PLAN LMP53456

Nature: EASEMENTRegistration Number: BV18244Registration Date and Time: 2003-01-17 12:53Remarks: APPURTENANT TO LOT 286 FALSE CREEK PLAN LMP53456

Nature: OPTION TO PURCHASERegistration Number: CA5630102Registration Date and Time: 2016-11-04 14:28Registered Owner: CITY OF VANCOUVER

Nature: OPTION TO PURCHASERegistration Number: CA5630103Registration Date and Time: 2016-11-04 14:28Registered Owner: CITY OF VANCOUVER

Nature: COVENANTRegistration Number: CA5630104Registration Date and Time: 2016-11-04 14:28Registered Owner: CITY OF VANCOUVER

Nature: RIGHT OF FIRST REFUSALRegistration Number: CA5630105Registration Date and Time: 2016-11-04 14:28Registered Owner: CITY OF VANCOUVER

Nature: EQUITABLE CHARGERegistration Number: CA5630106Registration Date and Time: 2016-11-04 14:28Registered Owner: CITY OF VANCOUVER

Duplicate Indefeasible Title NONE OUTSTANDING



Transfers NONE

Pending Applications NONE



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