DISTRICT OF SQUAMISH GOVERNMENT ROAD (ELEMENTS 2) HOUSING BYLAW, NO. 2036, 2008

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1 DISTRICT OF SQUAMISH GOVERNMENT ROAD (ELEMENTS 2) HOUSING BYLAW, NO. 2036, 2008 WHEREAS pursuant to section 905 of the Local Government Act, R.S.B.C. 1996, c. 323, as amended, Council may, by bylaw, enter into a housing agreement under that section; AND WHEREAS Bethel Lands Corporation LTD (the Owner ) owns certain land, located at Government Road, having a legal description of PID: , Lot 3 Block S North East ¼ of Section 3 Township 50 Plan 10988; AND WHEREAS the Owner has applied for approvals for a multi-unit residential development; AND WHEREAS the Owner has agreed to restrictions on the occupancy of the dwelling units to be constructed on the land as more particularly set out in Schedule A to this Bylaw; AND WHEREAS the Owner has given its consent to the adoption of this Bylaw; NOW THEREFORE the Municipal Council of the District of Squamish, in open meeting assembled, enacts as follows: 1. This Bylaw may be cited for all purposes as Government Road (Elements 2) Housing Bylaw No. 2036, By this Bylaw, Council authorizes the District to enter into a housing agreement with Bethel Lands Corporation Ltd. in respect of the following land: PID: Lots B3 Block S North east ¼ of Section 3 Township 50 Plan in the form of housing agreement attached as Schedule A to this Bylaw. 3. The Mayor and Chief Administrative Officer are authorized to execute the housing agreement and all incidental instruments on behalf of the City and file in the Land Title Office a notice of the housing agreement, as required by the Local Government Act. 4. All schedules attached to this Bylaw are incorporated into and form a part of this Bylaw. READ A FIRST TIME by Municipal Council this 15th day of April 2008; READ A SECOND TIME by Municipal Council this 15th day of April 2008; Government Road (Elements 2) Housing Agreement Bylaw NO

2 READ A THIRD TIME by Municipal Council this 15th day of April 2008; RECONSIDERED, FINALLY PASSED AND ADOPTED by the Municipal Council of the District of Squamish this day of [Schedules] Government Road (Elements 2) Housing Bylaw No

3 AND TITLE ACT FORM C (Section 233) Province of British Columbia GENERAL INSTRUMENT-PART 1 (This area for Land Title Office use) Page 1 of 35 Pages 1. APPLICATION: (Name, address, phone number and signature of applicant, applicant s solicitor or agent) [Covenant & Housing Agreement] Applicant s Solicitor 2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND:* (PID) (LEGAL DESCRIPTION) 8 3. NATURE OF INTEREST:* Description Document Reference Person Entitled to Interest (page and paragraph) Section 219 Covenant and Housing Agreement (s. 905 Local Government Act) Entire Instrument Transferee 4. TERMS: Part 2 of this instrument consists of (select one only) (a) Filed Standard Charge Terms D.F. No. Express Charge Terms Annexed as Part 2 X (c) Release There is no Part 2 of this Instrument. A selection of (a) include any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item TRANSFEROR(S):* Bethel Lands Corporation Ltd.. (Inc. No ) 6. TRANSFEREE(S): (including postal address(es) and postal code(s))* DISTRICT OF SQUAMISH, nd Avenue, PO Box 310, Squamish, B.C. V8B 0A (Elements 2)

4 LAND TITLE ACT FORM C (Section 233) Province of British Columbia GENERAL INSTRUMENT-PART 1 Page 2 7. ADDITIONAL OR MODIFIED TERMS:* N/A 8. EXECUTION(S):**This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any. Officer Signature Execution Date Transferor Signature Y M D 2008 BETHEL LANDS CORPORATION LTD. by its authorized signatories: (as to both signatures) Name: Name: Transferee Signature 2008 DISTRICT OF SQUAMISH by its authorized signatory(ies): Mayor: Ian Sutherland (as to both signatures) Director of Administrative Services: Robin Arthurs OFFICER CERTIFICATION: (Elements 2)

5 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. * If space insufficient, enter SEE SCHEDULE and attach schedule in Form E. ** If space insufficient, continue executions on additional page(s) in Form D (Elements 2)

6 TERMS OF INSTRUMENT PART 2 Page 3 SECTION 219 COVENANT AND HOUSING AGREEMENT THIS AGREEMENT dated for reference, 2008 is BETWEEN: BETHEL LANDS CORPORATION LTD. (Inc. No ), # Government Road Squamish, B.C. V8B 0G7 AND: (the Owner ) GIVEN THAT: DISTRICT OF SQUAMISH, a municipal corporation pursuant to the Community Charter, having its offices at nd Avenue, PO Box 310, Squamish, B.C. V8B 0A3 (the District ) A. The Owner is the registered owner in fee simple of the Land defined herein and wishes to develop the Land as part of a 36 unit strata development; B. The Owner and the District wish to enter into this agreement to restrict the use, occupancy, initial prices and resale prices of certain housing units to be constructed on the Land, on the terms and conditions of this Agreement, to have effect as both a covenant under section 219 of the Land Title Act and a housing agreement under section 905 of the Local Government Act; THIS AGREEMENT is evidence that in consideration of $1.00 and other good and valuable consideration paid by the District to the Owner (the receipt of which the Owner acknowledges), the Owner covenants and agrees with the District, in accordance with section 905 of the Local Government Act and section 219 of the Land Title Act, as follows: Definitions 1. In this agreement the following terms have the following meanings: (a) Cash-In-Lieu Contribution means the cash contribution to the Squamish Affordable Housing Reserve Fund in-lieu of a Restricted Unit or portion thereof. Development means the development of the Land contemplated by the Development Permit (Elements 2)

7 (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) Page 4 Development Permit means Development Permit No. 275 issued or to be issued by the District in respect of the development of the Land. Family means the immediate family of a Qualified Occupant, which includes a spouse, children, parents, and siblings. First Buyer means the person whom the Interest in a Restricted Unit is first sold after issuance of the occupancy permit for the Restricted Unit by the District. Floor Area means the total area of all floors between exterior walls, measured in square feet. Initial Maximum Rent : means a rental fee not to exceed the monthly mortgage payment for the Restricted Unit, subject to any increase in accordance with provincial regulations. Interest means the property interest of the Owner in a Restricted Unit. Land means the land described in Item 2 of the Land Title Act Form C to which this agreement is attached, and any part into which that land is Subdivided. LTO means the Lower Mainland Land Title Office or its successor. Initial Maximum Rent means an amount per month equal to $1.25 multiplied by the Floor Area of the Restricted Unit. Initial Maximum Sale Price means an amount equal to 65% of the average first sale price (excluding, for clarity, all taxes, adjustments and commissions) of the Non-Restricted Units that are single family dwellings, that have floor areas between m 2 and m 2 (1440 sq ft and 1450 sq ft) and that have been sold as of the date that is 60 days following the issuance of an occupancy permit by the District for the Restricted Unit. Maximum Price means the Initial Maximum Sale Price, in the case of the sale of the Restricted Unit to the First Buyer, and means the Maximum Price, Resale, in the case of a subsequent sale. Maximum Price, Resale means: 65% of assessed market value, to a Qualified Occupant of the Restricted Unit. Median Income means the dollar amount that marks the midpoint of annual income of households located within the District of Squamish, B.C., ranked by amount of income, as determined by data from Statistics Canada for the relevant calendar year (Elements 2)

8 (p) (q) (r) (s) (t) (u) (v) Page 5 Non-Restricted Units means the residential dwelling units to be constructed on land adjacent to the Land as part of strata development contemplated by the Development Permit. Option/RFR means the option to purchase and right of first refusal to be granted by the Owner to the District in respect of each Restricted Unit in the form attached as Schedule B. Owner means the Transferor described in the Land Title Act Form C to which this agreement is attached, and any subsequent owner of the Land or of any part into which the Land is Subdivided, and includes any person who is a registered owner in fee simple from time to time of a lot, strata lot or parcel containing a Restricted Unit. Parcel means a lot, block or other area in which land is held or into which land is subdivided and, includes, a strata lot under the Strata Property Act (British Columbia). Previous Sale means the most recent sale of the Restricted Unit. Previous Sale Price means the sale price of the Previous Sale. Qualified Occupant means an individual who: (i) (ii) (iii) (iv) (v) at the time they are approved by the Qualifying Body, has either resided within the boundaries of the District of Squamish for the previous 12- month period or is employed within the District of Squamish and has been so employed for at least 35 hours per week over the previous 6-month period; has been pre-approved for a mortgage in relation to a Restricted Unit; has a gross income of no greater than 80% of the Median Income based on the individual s tax return filed with Canada Customs and Revenue Agency for the most recent taxation year; does not own any real property or any interest therein anywhere in the world that is greater than 50% of the purchase price of the unit; and has been approved as meeting criterion (i) to (iv) by the Qualifying Body, except that the Qualifying Body may relax criterion (iii) above, though it must give priority to those individuals able to meet criterion (iii). (w) Qualifying Body means the District or other body or entity designated by the District for the purpose of reviewing and approving whether an individual is a Qualified Occupant prior to occupying a Restricted Unit (Elements 2)

9 (x) (y) (z) Page 6 Restricted Units means the one residential dwelling unit to be constructed on the Land, and in the context of the sale of a Restricted Unit, includes the Parcel upon which the Restricted Unit is located. Subdivide means to divide, apportion, consolidate or subdivide the Land, or the ownership or right to possession or occupation of the Land into two or more lots, strata lots, parcels, parts, portions or shares, whether by plan, descriptive words or otherwise, under the Land Title Act, the Strata Property Act or otherwise, and includes the creation, conversion, organization or development of cooperative units or shared interests in land as defined in the Real Estate Act. Tenancy Agreement means a tenancy agreement, lease, license or other agreement granting rights to occupy a Restricted Unit. 2. The Restricted Unit: (a) (c) may only be used as a permanent residence; must be occupied as a permanent residence by at least one Qualified Occupant; and may only be occupied by a Qualified Occupant who has been approved as a Qualified Occupant by the Qualifying Body, except that the Family of such Qualified Occupant who occupies the Restricted Unit as a permanent residence may also occupy the Restricted Unit. 3. Within ten days after receiving notice from the District, the Owner will in respect of the Restricted Unit, deliver, or cause to be delivered, to the District a statutory declaration, in the form attached as Schedule A or such other form as may be determined from time to time by the District, sworn by the Owner, or a director or officer of the Owner, containing all of the information required to complete the statutory declaration. The District may request such a statutory declaration in respect of the Restricted Unit no more than once in any calendar year. The Owner hereby irrevocably authorizes the District to make such inquiries as it considers necessary and reasonable in order to confirm that the Owner is complying with this agreement, and irrevocably authorizes and directs the recipient of the request for information from the District to provide such information to the District. Sale and Rental Restrictions 4. The Owner will not sell its Interest in a Restricted Unit except in accordance with the terms and conditions of this agreement. For clarity, where the Owner bought the Restricted Unit as a Qualified Occupant, that Owner may only sell its Interest in a Restricted Unit to a Qualified Occupant. 5. The Owner will not accept any offer to purchase its Interest in a Restricted Unit for a purchase price exceeding the Maximum Price (Elements 2)

10 Page 7 6. The Owner will give prior written notice of this Agreement to any person to whom it proposes to sell or otherwise dispose (as that term is defined in the Interpretation Act (British Columbia)) of its Interest in a Restricted Unit. 7. The Owner will not rent or lease any Restricted Unit except to a Qualified Occupant in accordance with section 2 and except in accordance with the following additional conditions: (a) (c) (d) (e) (f) (g) (h) (i) the Restricted Unit will be used or occupied only pursuant to a Tenancy Agreement; the term of the Tenancy Agreement will not exceed 1 year, except if the unit is rented by the Developer to a Qualified Occupant; the monthly rent payable for the Restricted Unit will not exceed the Initial Maximum Rent, the Owner will not require the Tenant to pay any extra charges or fees for use of any common property, limited common property, or other common area, or for sanitary sewer, storm sewer, water utilities, property taxes and similar services; the Owner will attach a copy of this agreement to the Tenancy Agreement; the Owner will include in the Tenancy Agreement a clause requiring the Tenant to comply with the use and occupancy restrictions contained in section 2 of this agreement; the Owner will include in the Tenancy Agreement a clause entitling the Owner to terminate the Tenancy Agreement in accordance with the Residential Tenancy Act (British Columbia) if the Tenant uses or occupies, or allows use or occupation of, the Restricted Unit in breach of any of the use and occupancy restrictions contained in this agreement; the Tenancy Agreement will provide that the Tenant will not sublease the Restricted Unit or assign the Tenancy Agreement, without the consent of the Owner; and the Owner will deliver a copy of the Tenancy Agreement to the District upon demand from time to time. 8. The District may, in its sole discretion, provide written consent to the Owner from time to time to do something that is otherwise not permitted under this agreement, on such terms and conditions as the District considers desirable. Marketing Obligations and Lack of Offers for Restricted Unit (Elements 2)

11 Page 8 9. The Owner will make best efforts to sell the Restricted Units to Qualified Occupants and cooperate with the District or other Qualifying Body in endeavouring to find purchasers for the Restricted Units. The Owner will adopt the same promotional materials and make the same marketing and sales efforts for the Restricted Units as for the Non-Restricted Units 10. Provided the Owner has complied with its obligations under section 9, if, after the later of 11 months following the filing of the disclosure statement for the development of the Lands with the Superintendent of Real Estate or the date that is 120 days after the issuance by the District of an occupancy permit for a Restricted Unit (the Market Obligation Period ), the Owner has not received an offer to purchase a Restricted Unit for the Initial Maximum Sale Price, the Developer may at any time within the 60 day period following the Market Obligation Period give written notice (the Notice )to the District of the lack of any offer, together with a statutory declaration sworn by the Owner or a director or officer of the Owner, that the Owner has received no such offer. If following delivery of the Notice, the District does not exercise its option under the Option/RFR in accordance therewith within the time provided thereunder, the District will execute a discharge of this agreement from title to the applicable Restricted Unit. The Owner will be responsible for preparing and registering such discharge in the LTO. Specific Performance 11. The Owner agrees that because of the public interest in ensuring that all of the matters described in this agreement are complied with, the public interest strongly favours the award of a prohibitory or mandatory injunction, or an order for specific performance or other specific relief, by the Supreme Court of British Columbia at the instance of the District, in the event of an actual or threatened breach of this agreement. Notice of Housing Agreement 12. For clarity, the Owner acknowledges and agrees that: (a) (c) this Agreement constitutes both a covenant under section 219 of the Land Title Act and a housing agreement entered into under section 905 of the Local Government Act; the District is required to file a notice of housing agreement in the LTO against title to the Land; and once such a notice is filed, this agreement binds all persons who acquire an interest in the Land as a housing agreement under section 905 of the Local Government Act. No Obligation to Enforce 13. The rights given to the District by this agreement are permissive only and nothing in this agreement imposes any legal duty of any kind on the District to any one, or obliges the (Elements 2)

12 Page 9 District to enforce this agreement, to perform any act or to incur any expense in respect of this agreement. No Effect On Laws or Powers 14. This agreement does not: (a) (c) affect or limit the discretion, rights, duties or powers of the District or the approving officer for the District under the common law or any statute, bylaw or other enactment nor does this agreement date or give rise to, nor do the parties intend this agreement to create, any implied obligations concerning such discretionary rights, duties or powers; affect or limit the common law or any statute, bylaw or other enactment applying to the Land; or relieve the owner from complying with any common law or any statute, regulation, bylaw or other enactment. Indemnity 15. The Owner hereby releases the District, and indemnifies and saves the District harmless, from and against any and all actions, causes of actions, suits, claims (including claims for injurious affection), costs (including legal fees and disbursements), expenses, debts, demands, losses (including economic loss) and liabilities of whatsoever kind arising out of or in any way due or relating to the granting or existence of this agreement, the restrictions or obligations contained in this agreement or the performance or nonperformance by the Owner of this agreement that the District is or may become liable for, incur or suffer. Priority 16. The Owner will do everything necessary, at the Owner s expense, to ensure that this agreement will be registered against title to the Land in priority to all liens, charges and encumbrances registered or pending registration against title to the Land, save and except those specifically approved in writing by the District or in favour of the District. Waiver 17. An alleged waiver of any breach of this agreement is effective only if it is an express waiver in writing of the breach. A waiver of a breach of this agreement does not operate as a waiver of any other breach of this agreement. Interpretation 18. In this agreement: (Elements 2)

13 (a) (c) (d) (e) (f) (g) (h) Page 10 reference to the singular includes a reference to the plural, and vice versa, unless the context requires otherwise; reference to a particular numbered section or article, or to a particular lettered Schedule, is a reference to the correspondingly numbered or lettered article, section or Schedule of this agreement; article and section headings have been inserted for ease of reference only and are not to be used in interpreting this agreement. the word enactment has the meaning given to it in the Interpretation Act (British Columbia) on the reference date of this agreement; reference to any enactment is a reference to that enactment as consolidated, revised, amended, re-enacted or replaced, unless otherwise expressly provided; reference to a party or the parties is a reference to a party, or the parties, to this agreement and their respective successors, assigns, trustees, administrators and receivers; time is of the essence; and reference to a day, month or year is a reference to a calendar day, calendar month, or calendar year unless otherwise expressly provided. Further Acts 19. The Owner will do everything reasonably necessary to give effect to the intent of this agreement, including execution of further instruments. Severance 20. If any part of this agreement is held to be invalid, illegal or unenforceable by a court having the jurisdiction to do so, that part is to be considered to have been severed from the rest of this agreement and the rest of this agreement remains in force unaffected by that holding or by the severance of that part. No Other Agreements 21. This agreement is the entire agreement between the parties regarding its subject and it terminates and supersedes all other agreements and arrangements regarding its subject. Enurement 22. This agreement binds the parties to it and their respective successors, heirs, executors and administrators (Elements 2)

14 Deed and Contract Page By executing and delivering this agreement each of the parties intends to create both a contract and a deed executed and delivered under seal. As evidence of their agreement to be bound by the above terms, the parties each have executed this agreement under seal by executing Part 1 of the Land Title Act Form C to which this agreement is attached and which forms part of this agreement (Elements 2)

15 Page 12 Schedule A Statutory Declaration CANADA PROVINCE OF BRITISH COLUMBIA IN THE MATTER OF A HOUSING AGREEMENT WITH THE DISTRICT OF SQUAMISH ( Housing Agreement ) TO WIT: I, of, British Columbia, do solemnly declare that: 1. I am the owner of (the Restricted Unit ), and make this declaration to the best of my personal knowledge. 2. This declaration is made pursuant to the Housing Agreement in respect of the Restricted Unit. 3. For the period from to the Restricted Unit was occupied only by the Qualified Occupants (as defined in the Housing Agreement) whose names and current addresses and whose employer s names and current address appear below: Name, addresses and phone numbers of Qualified Occupants: 4. If, under 3 above, I am not shown as an occupant of the Restricted Unit, the rent charged each month for the Restricted Unit is as follows: a. the monthly rent on the date 365 days before this date of this statutory declaration: $ per month; b. the rent on the date of this statutory declaration: $ ; and c. the proposed or actual rent that will be payable on the date that is 90 days after the date of this statutory declaration: $. 5. I confirm that the I have complied with all of the obligations of the Owner (as defined in the Housing Agreement) under the Housing Agreement. 6. I make this solemn declaration, conscientiously believing it to be true and knowing that it is of the same force and effect as if make under oath and pursuant to the Evidence Act (British Columbia). DECLARED BEFORE ME at the, British Columbia, this day of A Commissioner for taking Affidavits for British Columbia ) ) ) ) ) (Elements 2)

16 Page 13 Schedule B Option to Purchase and Right of First Refusal END OF DOCUMENT (Elements 2)

17 LAND TITLE ACT FORM C (Section 233) Province of British Columbia GENERAL INSTRUMENT - PART 1 (This area for Land Title Office use) Page 1 of 13 Pages 1. APPLICATION: (Name, address, phone number and signature of applicant, applicant s solicitor or agent) Applicant s Solicitor 2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND:* (PID) (LEGAL DESCRIPTION) n n [restricted units only] 3. NATURE OF INTEREST:* Description Document Reference (page and paragraph) Option to Purchase Pages [3-5] Transferee Right of First Refusal Pages [6-8] Transferee Person Entitled To Interest Priority Agreement granting Option to Purchase priority over Mortgage. Priority Agreement granting Right of First Refusal priority over Mortgage. Page n Page n Transferee Transferee 4. TERMS: Part 2 of this Instrument consists of (select one only) (a) Filed Standard Charge Terms D.F. Number Express Charge Terms Annexed as Part 2 (c) Release There is no Part 2 to this Instrument A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in Item TRANSFEROR(S):* Bethel Lands Corporation Ltd.. (Inc. No ) n [Mortgagee] (as to priority) 6. TRANSFEREE(S):* (including postal address(es) and postal code(s)): DISTRICT OF SQUAMISH, nd Avenue, PO Box 310, Squamish, B.C. V8B 0A3 Elements 2 Housing Agreement Option RFR

18 LAND TITLE ACT FORM C (Section 233) Province of British Columbia GENERAL INSTRUMENT - PART 1 (This area for Land Title Office use) Page 2 of 14 Pages 7. ADDITIONAL OR MODIFIED TERMS:* N/A 8. EXECUTIONS:** This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any. Execution Date Officer Signature Y M D Transferor Signature 2008 Bethel Lands Corporation Ltd.. (Inc. No by its authorized signatory(ies): Name: (as to both signatures) Name: 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 execution of this instrument. * If space insufficient, enter SEE SCHEDULE and attach schedule in Form E. ** If space insufficient, continue executions on additional page(s) in Form D. Elements 2 Housing Agreement Option RFR

19 LAND TITLE ACT FORM D EXECUTIONS CONTINUED Page 3 of 13 pages 8. EXECUTIONS:** This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and acknowledge(s) receipt of a true copy of the filed standard charge terms, if any. Execution Date Officer Signature Y M D Transferee Signature n by its authorized signatory(ies): 2008 Name of Officer Name: Name: (as to both signatures) 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. * If space insufficient, enter SEE SCHEDULE and attach schedule in Form E. ** If space insufficient, continue executions on additional page(s) in Form D.

20 Page 4 of 14 pages TERMS OF INSTRUMENT PART 2 OPTION TO PURCHASE & RIGHT OF FIRST REFUSAL THIS AGREEMENT dated for reference [day of registration for housing agreement] is BETWEEN: AND: DISTRICT OF SQUAMISH, at nd Avenue, PO Box 310, Squamish, B.C. V0N 3G0 (the District ) GIVEN THAT: BETHEL LANDS CORPORATION LTD. (Inc. No ), # Government Road Squamish, B.C. V8B 0G7 (the Owner ) A. The Owner is the owner of the land, and all improvements thereto legally described in section 2 of page 1 of the Land Title Act Form C to which this agreement is attached (the Land ), and for the purposes of the provisions herein, the Land may mean one or more parcels comprising the Land to which the Option and Right of First Refusal herein are registered, B. Pursuant to a Section 219 Covenant/Affordable Housing Agreement dated for reference, 2008 between the District and the Owner (the Housing Agreement ) registered against the Land under LTO number, the Owner agrees to restrict the use, occupancy, resale price and rent of the affordable housing unit on the Land, and C. Pursuant to the Housing Agreement, the Owner has agreed to grant to the District a right of first refusal and an option to purchase the Land on the following terms and conditions. THIS AGREEMENT is evidence that in consideration of the payment of $1.00 paid by each of the parties to the other and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the Owner and the District agree as follows: ARTICLE 1 - RIGHT OF FIRST REFUSAL 1.1 Definitions In addition to any terms defined elsewhere in this agreement, in this agreement the following terms have the following meanings: (a) Arm s-length has the same meaning as that term has in the Income Tax Act (Canada); Bona Fide Offer means an offer to purchase the Land:

21 Page 5 of 14 pages (i) (ii) (iii) (iv) (v) (vi) (vii) in writing, signed by an Outside Offeror, only in its entirety and chattels pertaining thereto and no other property, rights or assets, free and clear of any liens, charges and encumbrances other than the Permitted Encumbrances, 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, stating that the Outside Offeror has been pre-approved for a mortgage in relation to the Land, and providing that if the District does not exercise its right to purchase the Land under section 1.6, or the Option under Article 2, the Outside Offeror will grant to the District an option to purchase and right of first refusal to purchase the Land upon the same terms and conditions as are set forth in this agreement; (c) (d) Business Day means Monday to Friday inclusive except for those days declared by lawful authority as holidays, excluding any day that the land title office is not open for business; Efforts to Sell means the best efforts of the Owner to sell the Land during the Market Obligation Period (as defined in the Housing Agreement) using all reasonable means including: listing the Land for sale with a licensed real estate agent, advertising the Land for sale in the local newspapers, posting for sale signs on any bulletin boards maintained by the District for sale of such units, and offering to sell the Land to the District on the following terms: (i) (ii) specifying in a written notice that it is offering to sell the Land to the District in accordance with Article 2 of this Agreement, giving the District the exclusive right to 28 Business Days from the date on which the District receives the notice from the Owner pursuant to section 2.3(a) of this Agreement, to give a written notice to the Owner agreeing to purchase the Land for the purchase price which does not exceed the Maximum Price (as defined in the Housing Agreement) and on the terms that are set out in sections 2.8 to 2.20 of this Agreement; (e) (f) (g) Expiry Time with respect to any offer made by the Owner to the District under section 1.4, will be 5:00 p.m. on the twenty-eighth calendar day after the receipt by the Purchaser of such offer, provided that in determining such time the day such offer is received by the District will be excluded; Land means all lands and all improvements thereto legally described in section 2 of page 1 of the Land Title Act Form C to which this agreement is attached, and for the purposes of this Agreement may mean any separate legal parcel forming part of the Land; Lender means a mortgagee that is a bank or other financial institution established or regulated under any enactment of British Columbia or Canada, or a receiver or receiver-manager acting on behalf of such mortgagee; Elements 2 Housing Agreement Option RFR

22 Page 6 of 14 pages (h) (i) Outside Offeror means a purchaser or prospective purchaser who is a Qualified Occupant (as defined in the Housing Agreement) and deals at Arm s-length with the Owner; Owner includes any and all successors in title to the Land; and (j) Permitted Encumbrances has the meaning set out in section 4.1; 1.2 Restrictions on Sale The Owner will not sell, transfer or otherwise convey or offer to sell, transfer or otherwise convey the Land except: (a) (c) (d) for consideration payable entirely in lawful money of Canada; to an Outside Offeror, except that the Owner may transfer title to a person or corporation not at Arm s-length for corporate reorganization, tax or trust or family purposes provided that this agreement will remain in effect as if the transferee were the Owner, and that, if the Owner does transfer title to such a person or corporation, the District 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 registration of a new right of first refusal and option to purchase in favour of the District on terms identical to those set forth in this agreement, and having the same priority of registration as this agreement; pursuant to a Bona Fide Offer; and in accordance with, and to the extent permitted by, the terms of this agreement. 1.3 Notice of Bona Fide Offer If, at any time and from time to time, 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 District that the Owner has received such Bona Fide Offer, and will deliver to the District with the Notice a photocopy of such Bona Fide Offer, certified by the Owner to be a true copy. 1.4 Notice as Offer The Notice will be deemed to constitute an offer by the Owner to the District to sell the Land to the District on and subject to all the terms and conditions set forth in such Bona Fide Offer. 1.5 Offer Irrevocable The offer made by the Owner to the District under section 1.4 will be irrevocable and may not be withdrawn by the Vendor until after the Expiry Time. 1.6 Acceptance of Offer Upon receipt of the Notice, the District 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 District will purchase the Land for the price and upon the terms and conditions set forth in such Bona Fide Offer. 1.7 Contract of Sale and Purchase Upon receipt by the Owner of the Acceptance, a binding contract of purchase and sale for the Land will be constituted between the District and the Owner, which contract will be completed in the manner provided in such Bona Fide Offer as if the District were the Outside Offeror. 1.8 Sale to Outside Offeror If the Owner does not receive the Acceptance before the Expiry Time and the District does not exercise the Option under Article 2 within the time provided therein, the Owner Elements 2 Housing Agreement Option RFR

23 Page 7 of 14 pages may complete the sale with the Outside Offeror as provided for in such Bona Fide Offer in strict accordance with the terms set forth in the Bona Fide Offer. In such case, the District will cause its solicitors to deliver a discharge of this agreement to the solicitors for the Owner on receipt of a satisfactory undertakings from the solicitors for the Owner that the discharge will only be registered if that sale to the Outside Offeror is completed strictly in compliance with the terms of the Bona Fide Offer and that the discharge will only be registered concurrently with registration of a new right of first refusal and option to purchase in favour of the District on terms identical to those set forth in this agreement, and having the sane priority of registration as this agreement. If the sale to the Outside Offeror is not so completed, then any subsequent sale to any person or corporation may be made only if all the requirements of this agreement are again complied with, and the option to purchase and right of first refusal under this agreement will survive and continue in full force and effect. ARTICLE 2 - OPTION TO PURCHASE 2.1 Grant of Option In consideration of the payment of the $1.00 by the District to the Owner (the receipt and sufficiency of which the Owner acknowledges), the Owner grants to the District the sole and exclusive option, irrevocable within the time herein limited, for exercise by the District to purchase the Land free and clear of all liens, claims, charges, encumbrances and legal notations, except for the Permitted Encumbrances (the Option ). 2.2 Exercise of Option The District may exercise the Option at any time by delivering written notice of the exercise of the Option to the Owner. 2.3 Restrictions on Exercise of Option Notwithstanding section 2.2, the District may only exercise the Option: (a) if the District receives notice from the Owner that the Owner has not received an offer to purchase the Land from a Qualified Occupant (as defined in the Housing Agreement) in accordance with section 16 of the Housing Agreement; or if the Owner has breached a term of the Housing Agreement and the District has given the Owner notice in writing of the breach, and the notice states that the Owner shall have not less than five (5) business days to cure the breach, or no time for cure where the breach is not curable, and such breach has not been cured. 2.4 Binding Agreement If the District exercises the Option under section 2.2, this agreement will become a binding agreement for the purchase and sale of the Land for the Purchase Price, which shall be completed upon the terms and conditions contained in this Article on the date that is 28 days after the date the notice of Option exercise is delivered or 14 days following completion of the valuation process under section 2.7, whichever is later (the Completion Date ). 2.5 Non-Exercise of Option If the District is satisfied, acting in its sole discretion, that the Developer has complied with its obligations under Section 16 of the Housing Agreement and does not exercise the Option,, the Option and the provisions of Article 2 of this agreement will be null and void and no longer binding on the parties and the District will execute such instruments as may be reasonably necessary to discharge this agreement from title to the Land upon receipt of such instruments from, and prepared by and at the cost of, the Owner. 2.6 Purchase Price The purchase price (the Purchase Price ), excluding GST, for the Land shall be, where the District exercises the Option pursuant to section 2.3, equal to 65% of the fair market value of the Land (including all improvements), determined in accordance with section 2.7. Elements 2 Housing Agreement Option RFR

24 Page 8 of 14 pages 2.7 Valuation Process The fair market value of the Land and improvements will be determined by an appraiser retained by and at the expense of the District, who has designation from the Appraisal Institute of Canada AACI, the Real Estate Institute of British Columbia RIBC or a similar organization, which appraisal will be completed within 30 days of the date the District exercises the Option. The fair market value will be determined as of the date of the applicable event under section 2.3 and will be based on the following: (a) market value will be defined as the highest price in terms of money that the Land will fetch under all conditions requisite to a fair sale with the buyer and seller each acting reasonably, knowledgeably and assuming the price is not affected by undue stimulus, and the Land will be appraised as a fee simple parcel encumbered only by the Permitted Encumbrances. 2.8 Risk The Land will be at the risk of the Owner until completion of the transfer of title of the Land to the District and after completion it will be at the District s risk. 2.9 Adjustments All adjustments to the Purchase Price in respect of the Land, both incoming and outgoing, usually the subject of adjustment between a vendor and purchaser in connection with the purchase and sale of land, including adjustments of property taxes, utilities and rents, must be made up to and including the Completion Date Title and Possession On the Completion Date, the Owner will: (a) transfer and convey the estate in fee simple of the Land to the District free and clear of all liens, charges, encumbrances and legal notations except for the Permitted Encumbrances; and give vacant possession of the Land to the District, subject only to the Permitted Encumbrances Closing Documents On or before the Completion Date, the Owner must cause its solicitors to deliver to the District s solicitors the following items, in a form and content satisfactory to the District, acting reasonably, duly executed by the Owner and all other parties thereto as appropriate and in registrable form wherever appropriate: (a) (c) (d) (e) a freehold transfer conveying title to the Land to the District, subject only to the Permitted Encumbrances ( Transfer ); discharges of any liens, charges and encumbrances registered against title to the Land, other than the Permitted Encumbrances and other than financial charges which are to be discharged upon appropriate solicitors undertakings (collectively, Discharges ); the Owner s statement of adjustments; the District s statement of adjustments; such further deeds, acts, things, certificates and assurances as may be requisit in the reasonable opinion of the District s solicitors, for more perfectly and absolutely assigning, transferring, conveying and assuring to the District title to the Land free and clear of all liens, claims, charges, encumbrances and legal notations, other than the Permitted Encumbrances and to assign to the District the benefit of any of the Permitted Encumbrances. Elements 2 Housing Agreement Option RFR

25 Page 9 of 14 pages 2.12 Delivery of Documents On or before the Completion Date, the District must deliver to the Owner s solicitors, the District s statement of adjustments Preparation of Documents The District will cause the documents contemplated in section 2.11 to be prepared by the District s solicitors, to the extent of preparation is required, and delivered to the Owner s solicitors at least 3 Business Days before the Completion Date Payment in Trust On or before the Completion Date, the District must pay the adjusted Purchase Price to the District s solicitors and the Owner hereby irrevocably directs the District to cause the District s solicitors to pay the adjusted Purchase Price to the Owner s solicitors and this direction shall constitute good and sufficient authority for doing so Registration Forthwith following the payment in section 2.14 and after receipt by the District s solicitors of the documents and items referred to in section 2.11, the District must cause the District s solicitors to deposit the Transfer and the Discharges in the Lower Mainland Land Title Office (the LTO ) Payment Promptly following the deposit referred to in section 2.15 and upon the District s solicitors being satisfied that a search of the property index maintained by the LTO discloses there are no transfers, liens, charges, encumbrances or legal notations, other than the following: (a) (c) (d) (e) the existing title number to the Land; Permitted Encumbrances; the liens, charges and encumbrances in respect of which the Discharges have been deposited; the Transfer; and the Discharges. The District must cause the District s solicitors to deliver to the Owner s solicitors a trust cheque for the adjusted Purchase Price made payable to the Owner s solicitors, in trust Concurrent Requirements It is a condition of this agreement that all of the requirements of sections 2.10, 2.15 and 2.16 are concurrent requirements and it is agreed that nothing will be completed on the Completion Date until everything required to be paid, executed and delivered on the Completion Date has been so paid, executed and delivered and until the District s solicitors have satisfied themselves as to the registration and priority of the Transfer Fees and Taxes The District must pay, as and when due and payable: (a) (c) (d) any property transfer tax payable under the Property Transfer Tax Act (British Columbia); LTO registration fees in connection with the registration of the Transfer; its own legal fees and disbursements; and any GST payable under the Excise Tax Act (Canada) in respect of the Transfer and conveyance of the Land to the District, with the District and the Owner agreeing that the Purchase Price does not include GST, Elements 2 Housing Agreement Option RFR

26 Page 10 of 14 pages and the Owner must pay its own legal fees and disbursements and any LTO registration fees in connection with the registration of the Discharges Currency and Payment Obligations All dollar amounts referred to in this agreement are Canadian dollars Preparation of Documents and Clearing Title The District must prepare all necessary conveyancing documentation. At its expense, the Owner must clear title to the Land, subject only to the Permitted Encumbrances. ARTICLE 3 - EXCEPTIONS TO RIGHT OF FIRST REFUSAL AND OPTION 3.1 Early Relaxation Notwithstanding any other provision in this Agreement, if the Owner is a Lender and the Lender has for between 90 and 119 days made Efforts to Sell, and if the Lender has been unable to enter into a Bona Fide Offer or to sell the Land to the District, the Lender may after that time sell the Land to a purchaser who is not a Qualified Occupant (as defined in the Housing Agreement), but the purchase price for the Land must not exceed the Maximum Price (as defined in the Housing Agreement) and the Land may only be used, occupied, re-sold or leased by that new owner in accordance with the Housing Agreement and this Agreement. 3.2 Relaxation Notwithstanding any other provision in this Agreement, if the Owner is a Lender and the Lender has for at least 120 days made Efforts to Sell, and if the Lender has been unable to enter into a Bona Fide Offer or sell the Land to the District, the Lender may after that time sell the Land to a purchaser who is not a Qualified Occupant for any price, and the Land may be used and occupied subject only to all enactments applicable to the use of the Land but the Housing Agreement and this Agreement will not apply. ARTICLE 4 - MISCELLANEOUS 4.1 Permitted Encumbrances In this agreement, Permitted Encumbrances means the exceptions and reservations contained in the original Crown grant, any non-financial charges and encumbrances in favour of any government entity or public utility on the Land, and the Housing Agreement. [NTD: The Owner has the obligation to give clear title upon a transfer to the District or a buyer, so a restriction as to encumbrances not necessary. The Owner will need to grant financial encumbrances to build the affordable housing.] 4.2 Access The District, its agents and employees have the licence, exercisable on 24 hours prior written notice to the Owner, to enter upon the Land from time to time at reasonable times, at the District s sole risk and expense, for the purpose of making inspections, surveys, tests and studies of the Land. The District agrees to: (a) release and indemnify, and hold harmless, the Owner from and against any and all actions, causes of actions, liability, demands, losses, costs and expenses (including legal fees, costs and disbursements) which the Owner or any third party may suffer, incur, be subject to or liable for, arising out of or in any way related to or in connection with the exercise by the District of its rights under this section; and leave the Land in the same condition as that in which the District found the Land, including by removing any equipment, refuse or other matter brought on to the Land by the District or its agents or contractors. Elements 2 Housing Agreement Option RFR

27 Page 11 of 14 pages 4.3 Owner Representations, Warranties and Covenants The Owner hereby represents and warrants to the District that the following is true and accurate on the date the Owner executes this agreement and will be true on the Completion Date or on the completion date arising if the District exercises its rights under section 1.6: (a) (c) (d) (e) (f) (g) the Owner has the legal capacity, power and authority to perform all of the Owner s obligations under this agreement; the Owner has taken all necessary or desirable corporate actions, steps and other corporate proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this agreement; the Owner is registered under the Excise Tax Act (Canada) for the purposes of GST and the Owner s registration number is ; the Owner is in good standing with the Registrar of Companies for British Columbia and has made all necessary filings with that registrar as required by the Business Corporations Act (British Columbia); the Owner is duly incorporated and validly existing under the laws of British Columbia and has the power and capacity to enter into and carry out the transaction provided for in this agreement. the Owner has a good, safe holding and marketable title to the Land; and the Owner is a resident of Canada within the meaning of the Income Tax Act (Canada). 4.4 Further Assurances Each of the parties must at all time execute and deliver at the request of the other all such further documents, deeds and instruments, and do and perform such other acts as may be reasonably necessary to give full effect to the intent and meaning of this agreement, including to register this agreement with the LTO in priority to all liens, charges and encumbrances, except for the Permitted Encumbrances, promptly after execution by the parties. 4.5 Notice Any notice, direction, demand, approval, certificate or waiver (any of which constitute a Notice ) which may be or is required to be given under this agreement must be in writing and be delivered or sent by facsimile transmission: to the District: nd Avenue PO Box 310 Squamish, B.C. V8B 0A3 Fax Number: (604) Attention: Corporate Officer to the Owner: Bethel Lands Corporation(Inc. No ), # Government Road Elements 2 Housing Agreement Option RFR