PRESENTED: September 18 th, 2006 FILE: Bylaw No. 1991, 2007 FROM: Planning Department

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1 DISTRICT OF SQUAMISH REPORT TO: Council FOR: Regular PRESENTED: September 18 th, 2006 FILE: Bylaw No. 1991, 2007 FROM: Planning Department SUBJECT: Housing Agreement Bylaw No. 1991, Cleveland Avenue (Studio SQ) Recommendation: 1. THAT District of Squamish Council give First Three readings to Housing Agreement Bylaw No. 1991, 2007 (37841 Cleveland Avenue Housing Agreement Bylaw); 1. Purpose: Affordable Housing Strategy and Policy: The District of Squamish has adopted the 2005 Affordable Housing Strategy. However, an Affordable Housing Policy that provides a formula on exact housing contributions at the time of rezoning is still underway. In the interim, the project Developer and Staff, with the assistance of Lidstone Young Anderson, have negotiated a site-specific housing agreement that consists of the following: Dedication of two units to a District of Squamish Affordable Housing Authority (6% of the total units); The price of the units will be no more than 90% of market value of an equivalent unit, and consistent with the definition of affordability as established by the 2005 Affordable Housing Strategy (where 80% of the median income spends no more than 30% of their income on housing); If the building owner chooses to rent the two restricted units, the rental price will also be consistent with 2005 definition of affordability. This Housing Agreement proposal has been negotiated in the time between adoption of an Affordable Housing Strategy, but prior to an Affordable Housing Policy. The details of this proposal are specific to this 33-unit development, and should not be taken as a template or standard for other developments housing agreements. Affordable Housing Dedication: District of Squamish Council adopted the 2005 Affordable Housing Strategy in October of While the strategy did not identify a specific formula to direct dedication of housing units at the time of rezoning, it gave Staff sufficient direction to start working with developers in terms of building a municipal affordable housing stock. Bylaw No Studio SQ Housing Agreement

2 The March 21, 2006 Committee of the Whole also gave Staff direction regarding Council expectation in terms of dedication of units at rezoning. However, Staff note that this developer began negotiations with staff prior to the March 21 Committee of the Whole. In early negotiations with the developer in the Fall of 2005, Staff and the applicant discussed a 6% unit dedication. The Developer has been consistent with this unit dedication in their proposal. Items that are addressed in the housing agreement include: Criteria for Qualified purchasers Initial maximum sale price Resale restrictions Rental restrictions Right of first refusal Option to purchase for the municipality Staff have worked with both the applicants as well as Municipal lawyers to ensure that long-term affordability is assured through these housing agreements. In the absence of a policy that specified initial sale pricing and resale restrictions, Staff and the Developer developed the principals of this agreement over the course of seven month negotiations. 2. Policy Implications: The recommendation is consistent with the 2005 Affordable Housing Strategy, and direction from Council. 3. Alternatives to Staff Recommendation: Staff Recommendation: THAT District of Squamish Council give First Three readings to Housing Agreement Bylaw No. 1991, 2007 (37841 Cleveland Avenue Housing Agreement Bylaw); Alternative 1: THAT District of Squamish Council not give First Three readings to Housing Agreement Bylaw No. 1991, 2007 (37841 Cleveland Avenue Housing Agreement Bylaw); Alternative 2: Another direction or course of action as specified by Council. Sabina FooFat Planner Attachment A: Bylaw No. 1991, 2007 Bylaw No Studio SQ Housing Agreement

3 Location Map Cleveland Avenue Bylaw No Studio SQ Housing Agreement

4 DISTRICT OF SQUAMISH CLEVELAND AVENUE HOUSING BYLAW, NO. 1991, 2007 WHEREAS pursuant to section 905 of the Local Government Act (British Columbia) a municipal council may, by bylaw, enter into a housing agreement under that section; AND WHEREAS the District of Squamish wishes to enter into a housing agreement with respect to the land located at Cleveland Avenue, legally described as Lot F, Block 21, District Lot 486, LMP15728, PID: ; NOW THEREFORE the Council of the District of Squamish, in open meeting assembled, enacts as follows: 1. This Bylaw may be cited for all purposes as Cleveland Avenue Housing Bylaw No. 1991, Council of the District of Squamish authorizes the District to enter into a housing agreement with respect to the following land: PID: Lot F, Block 21, District Lot 486, LMP15728 in the form attached as Schedule A to this Bylaw and forming part of this Bylaw. 3. The Mayor and Chief Administrative Officer are authorized to execute, on behalf of the District, the housing agreement and all further documents necessary or desirable to give effect to the housing agreement and to file in the Land Title Office a notice of the housing agreement as required by the section 905(5) of the Local Government Act. READ A FIRST TIME this day of 2007; READ A SECOND TIME this day of 2007; READ A THIRD TIME this day of A 2007; ADOPTED this day of [Schedules] Cleveland Ave Housing Agreement Bylaw No. 1991, 2007 Studio SQ

5 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 16 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) Lot F Block 21 District Lot 486 Plan LMP NATURE OF INTEREST:* Description Document Reference Person Entitled to Interest (page and paragraph) Section 219 Covenant Entire Instrument Transferee Priority Agreement granting Covenant priority over Mortgages BK and BK Page 14 Transferee 4. TERMS: Part 2 of this instrument consists of (select one only) 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 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):* BC LTD. (Inc. No ) [as to Covenant]; BUSINESS DEVELOPMENT BANK OF CANADA [as to Priority Agreement] 6. TRANSFEREE(S): (including postal address(es) and postal code(s))* DISTRICT OF SQUAMISH, nd Avenue, PO Box 310, Squamish, B.C. V0N 3G0 9/10/ :49 AM

6 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 BC LTD. by its authorized signatories: Name: (as to both signatures) Name: Transferee Signature 2007 DISTRICT OF SQUAMISH by its authorized signatory(ies): Mayor: (as to both signatures) Corporate Officer: 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.

7 LAND TITLE ACT FORM D EXECUTIONS CONTINUED Page 3 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 Party(ies) Signature Y M D 2007 BUSINESS DEVELOPMENT BANK OF CANADA by its authorized signatory(ies): (as to both signatures) Name: 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 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.

8 Page 3 TERMS OF INSTRUMENT PART 2 SECTION 219 COVENANT AND HOUSING AGREEMENT THIS AGREEMENT dated for reference, 2007 is BETWEEN: BC LTD., West Georgia Street, Vancouver, B.C. V7X 1K9 (the "Owner") AND: GIVEN THAT: DISTRICT OF SQUAMISH, at nd Avenue, PO Box 310, Squamish, B.C. V0N 3G0 (the "District") A. The Owner is the registered owner in fee simple of the land and improvements thereto located at Cleveland Avenue, Squamish, B.C. and legally described as: PID: Lot F Block 21 District Lot 486 Plan LMP15728 (the Property ) B. The Owner and the District wish to enter into this agreement to restrict the use, occupancy, resale prices and rents of certain housing units to be constructed on the northerly approximate.29 acres of the land identified on Explanatory Plan (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: 9/10/ :49 AM

9 Page 4 (c) (d) (e) (f) (g) (h) (i) Development means the development of the Land contemplated by the Development Permit. Development Permit means Development Permit number 237 issued or to be issued by the District in respect of the development of the Land. First Buyer means the person to whom the Interest in a Restricted Unit is first sold after subdivision permitted by section 3. Floor Area means the total floor area of a residential unit measured from the inside of internal walls of the unit, in square feet. Interest means the property interest of the Owner in a Restricted Unit. Land means the land described in recital B to this Agreement 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 of the Restricted Unit means an amount equal to: (i) (ii) 90% of the average first sale price (excluding, for clarity, all taxes, adjustments and commissions and excluding the upgrades and options referred to in section 2) of the Non-Restricted Units that have Floor Areas between 500 square feet and 567 square feet, and that have been sold as of the date of sale of the Restricted Unit; and in the event no Non-Restricted Units are sold before the Restricted Unit, $ per square foot of Floor Area or such other amount as may be approved by the Qualifying Body, taking into consideration, among other reasonable criteria, the published selling prices of the Non-Restricted Units that have Floor Areas between 500 square feet and 567 square feet; (j) 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. (k) Maximum Price, Resale means the Previous Sale Price plus an amount equal to (the Previous Sale Price multiplied by 0.04 multiplied by the number of complete 12 month periods that have elapsed since the date of the Previous Sale, based on the date the Form A Transfer with respect thereto was deposited for registration in the LTO). For clarity, if less than 12 months have elapsed, then the Maximum Price, Resale, is the Previous Sale Price. 9/10/ :49 AM

10 Page 5 (l) (m) (n) (o) (p) (q) (r) (s) Median Income means the dollar amount that marks the media of annual income of households located within the District of Squamish, B.C., ranked by amount of income, as determined by the Qualifying Body, using data from Statistics Canada for the relevant calendar year. Non-Restricted Units means the residential dwelling units to be constructed on the Land as part of the development contemplated by the Development Permit that are not Restricted Units determined in accordance with this agreement. 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 C. 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) 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 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; and has been approved as meeting criterion (i) to (iii) by the Qualifying Body. (t) 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 9/10/ :49 AM

11 Page 6 Qualified Occupant prior to occupying a Restricted Unit and for setting the price of the Restricted Unit, if necessary, pursuant to 1 (i)(ii). (u) (v) (w) (x) Restricted Units means the 2 residential dwelling units to be constructed on the Land marked with an X as shown on page A-03 of Schedule A and Restricted Unit means either of them, as the context requires, 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. Tenant means an occupant of a Restricted Unit by way of a Tenancy Agreement. Use of Land and Construction of Restricted Units 2. The Land will not be developed, and no building or structure will be constructed on the Land: except in accordance with the Development Permit; and unless, as part of and concurrently with such construction and development, the Owner also designs and constructs the Restricted Units to completion, in accordance with the Development Permit and the plans and specifications attached thereto or referenced therein, a building permit issued by the District and to at least the same standard and quality of construction and finishing as for the Non-Restricted Units, except for any upgrades or options sold for an additional price. 3. The Land will not be Subdivided, except by registration in the LTO of a strata plan converting each residential dwelling unit within the building to be constructed on the Land as contemplated by the Development Permit into strata lots, as shown generally on Schedule A. 4. No building or structure on the Land may be occupied or used for any purpose until and unless: the Land is Subdivided in the manner permitted by section 3; 9/10/ :49 AM

12 Page 7 (c) the District has issued occupancy permits for all of the Restricted Units designed and constructed in accordance with section 2; and the Owner has granted to the District the Option/RFR and registered the Option/RFR against title to the Restricted Units in the LTO, in priority to all financial liens, charges, encumbrances and legal notations (including, options to purchase, rights of first refusal and leases but excluding exceptions and reservations contained in the original Crown grant, any non-financial charges and any encumbrances in favour of any government entity of public entity); Partial Discharge 5. If the Owner has registered the a Subdivision that subdivides the Land from the Property, the District will, at the request of the Owner, and at the Owner s sole expense, execute and deliver to the Owner a discharge of this Agreement in registrable form from title to that portion of the Property not containing the Land. 6. If: (c) (d) the District has issued occupancy permits for all of the Restricted Units, the Owner is not in breach of any of its obligations under this Agreement, and if the Land is subdivided under the Strata Property Act, the strata corporation has agreed in writing with the District that the strata corporation will not take any action that would result in an inability to rent or lease the Restricted Units in accordance with this agreement or would render such rental or lease a breach of the strata corporation bylaws; and the Option/RFR has been granted and registered in accordance with section 4(c) the District will, at the request of the Owner and at the Owner s sole expense, execute and deliver to the Owner discharges of this Agreement in registrable form, discharging this agreement from title to each parcel (including strata lots) that does not contain a Restricted Unit. Use and Occupancy of Restricted Units 7. Each Restricted Unit: may only be used as a permanent residence; must be occupied as a permanent residence by at least one Qualified Occupant who is the registered owner in fee simple of the Restricted Unit and who has been approved as a Qualified Occupant by the Qualifying Body. 9/10/ :49 AM

13 Page 8 Notwithstanding the foregoing, the Qualified Occupant who occupies a Restricted Unit for the purposes of satisfying the requirements under above may, during a maximum total of 365 days out of every 5-year period, be someone other than the registered owner in fee simple of the Restricted Unit. 8. Within ten days after receiving notice from the District, the Owner will in respect of each Restricted Unit, deliver, or cause to be delivered, to the District a statutory declaration, in the form attached as Schedule B 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 a Restricted Unit no more than four times 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 9. The Owner will not sell its Interest in a Restricted Unit except in accordance with the terms and conditions of this Agreement. 10. The Owner will not accept any offer to purchase its Interest in a Restricted Unit for a purchase price exceeding the Maximum Price. 11. 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. 12. The Owner will not rent or lease any Restricted Unit except to a Qualified Occupant in accordance with section 7 and except in accordance with the following additional conditions: (c) 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; the monthly rent payable for the Restricted Unit will not exceed the Initial Maximum Rent, except that the Owner may, subject to the provisions of the Residential Tenancy Act (British Columbia), increase the rent payable for the Restricted Unit annually, beginning with the first anniversary of the day on which the occupancy permit was issued by the District for the Restricted Unit, and thereafter on each successive anniversary date, by an amount determined by 9/10/ :49 AM

14 Page 9 multiplying the rent payable for the Restricted Unit at the time of the proposed rent increase by a maximum of 4%; (d) (e) (f) (g) (h) (i) 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, but may charge extra fees for cable, telephone, internet and electricity. 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 8 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. 13. The Owner will not permit the Interest in a Restricted Unit to be subleased or a Tenancy Agreement to be assigned, unless such subletting or assignment is done in compliance with this agreement. 14. The Owner will terminate a Tenancy Agreement if the Tenant uses or occupies, or allows use or occupation of a Restricted Unit, in breach of this agreement, such termination to be in accordance with the terms of the Tenancy Agreement and the Residential Tenancy Act (British Columbia). 15. The Owner acknowledges and agrees that the District and the Qualifying Body are not responsible for, and make no representation to the Owner regarding, the suitability of any prospective tenant, notwithstanding the approval by the Qualifying Body of the tenant as a Qualified Occupant. 16. 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 9/10/ :49 AM

15 Page The Owner will 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. 18. Provided the Owner has complied with its obligations under section 17, if, after 11 months following the date that is 60 days after the issuance by the District of an building permit for a Restricted Unit, the Owner has not received an offer to purchase a Restricted Unit for the Initial Maximum Sale Price from a Qualified Occupant on the Development s standard form of Purchase Agreement, which shall be acceptable to the Qualifying Body, acting reasonably taking into consideration the public interest under this agreement, which is completed and closed in accordance with its terms (which closing may happen after the end of the 11 month period), the Developer may at any time within the 60 day period following that 11 month period give 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 such notice the District does not exercise it 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. If an offer to purchase a Restricted Unit is received by the Owner, but the transaction does not close under the terms of the offer for whatever reason, this section will still apply until the 120 days following the later of (i) the original 11-month period; or (ii) the completion date of the failed Purchase Agreement. Specific Performance 19. 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 20. For clarity, the Owner acknowledges and agrees that: 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 9/10/ :49 AM

16 Page 11 (c) 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 21. 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 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 22. This agreement does not: (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 23. 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 24. 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. 9/10/ :49 AM

17 Page 12 Waiver 25. 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 26. In this agreement: (c) (d) (e) (f) (g) (h) 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 27. The Owner will do everything reasonably necessary to give effect to the intent of this agreement, including execution of further instruments. Severance 28. 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. 9/10/ :49 AM

18 Page 13 No Other Agreements 29. 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 30. This agreement binds the parties to it and their respective successors, heirs, executors and administrators. Deed and Contract 31. 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. 9/10/ :49 AM

19 Page 14 CONSENT AND PRIORITY AGREEMENT WHEREAS Business Development Bank of Canada (the Chargeholder ) is the holder of two Mortgages (called the Charges ) encumbering the lands (the Lands ) described in item 2 of the Land Title Act Form C attached hereto, which were registered in the Lower Mainland Land Title Office under numbers BK and BK THEREFORE THIS CONSENT AND PRIORITY AGREEMENT IS EVIDENCE THAT IN CONSIDERATION OF $1.00 AND OTHER GOOD AND VALUABLE CONSIDERATION PAID BY THE TRANSFEREE TO THE CHARGEHOLDER: 1. The Chargeholder hereby consents to the granting and registration of the Section 219 Covenant attached hereto (the Covenant ) and the Chargeholder hereby agrees that the Covenant shall be binding upon its interest in and to the Lands. 2. The Chargeholder hereby grants to the transferee described in item 6 of the Land Title Act Form C attached hereto priority for the Covenant over the Chargeholder s right, title and interest in and to the Lands, and the Chargeholder does hereby postpone the Charges and all of its right, title and interest thereunder to the Covenant as if the Covenant had been executed, delivered and registered prior to the execution, delivery and registration of the Charges. IN WITNESS WHEREOF, the Chargeholder has executed and delivered this Consent and Priority Agreement by executing the Land Title Act Form D above which is attached hereto and forms part of this Agreement. 9/10/ :49 AM

20 Page 15 Schedule A [Attach draft Architectural Plan, indicating location of Restricted Units] 9/10/ :49 AM

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22 Page 16 Schedule B 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 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 ) ) ) ) ) 9/10/ :49 AM

23 Page 17 Schedule C Option to Purchase and Right of First Refusal END OF DOCUMENT 9/10/ :49 AM

24 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 10 Pages 1. APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent) [Option /RFR] Applicant's Solicitor 2. PARCEL IDENTIFIER(S) AND LEGAL DESCRIPTION(S) OF LAND:* (PID) (LEGAL DESCRIPTION) ~~ ~~ 3. NATURE OF INTEREST:* Description Option to Purchase Right of First Refusal Document Reference Person Entitled to Interest (page and paragraph) Transferee Transferee 4. TERMS: Part 2 of this instrument consists of (select one only) Filed Standard Charge Terms D.F. No. Express Charge Terms _X_ Annexed as Part 2 (c) Release There is no Part 2 of this Instrument. A selection of 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):* 6. TRANSFEREE(S): (including postal address(es) and postal code(s))* DISTRICT OF SQUAMISH, nd Avenue, PO Box 310, Squamish, B.C. V0N 3G0 Q:\00047\0233\option-mq.doc 9/10/2007/pn

25 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 Name of Officer 2006 by its authorized signatory(ies): Name: (as to both signatures) Name of Officer 2006 Name: Transferee DISTRICT OF SQUAMISH 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 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. Q:\00047\0233\option-mq.doc 9/10/2007/pn

26 Page 3 TERMS OF INSTRUMENT - PART 2 OPTION TO PURCHASE & RIGHT OF FIRST REFUSAL THIS AGREEMENT dated for reference is BETWEEN: AND: GIVEN THAT: DISTRICT OF SQUAMISH, nd Avenue, PO Box 310, Squamish, B.C. V0N 3G0 (the "District") [insert name and address] (the Owner ) A. The Owner is the owner of the land, and all improvements thereto, (the Land ) legally described in section 2 of page 1 of the Land Title Act Form C to which this agreement is attached, B. The Owner has entered into a housing agreement with the District under section 905 of the Local Government Act and has granted to the District a covenant under section 219 of the Land Title Act, relating to certain restrictions regarding the use, occupancy and disposition of the land (collectively, the Housing Agreement ); C. In order to ensure that the Land is occupied and disposed of in accordance with the Housing Agreement, the Owner wishes 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 the District to the Owner and other good and valuable consideration (the receipt and sufficiency of which the Owner acknowledges), 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: "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: (i) in writing, H:\Hall\Comdev\Development Applications Ongoing \ Cleveland Avenue (Proposed Lot A)\BYL 1941\Bylaw No Housing Agreement\Option-RFR Studio SQ.Doc Sep 10, :38 AM/S

27 Page 4 (ii) (iii) (iv) (v) (vi) (vii) 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 other than that the District waive its rights under this right of first refusal, providing for a deposit of not less than 10% of the proposed purchase price after removal of all conditions, 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) (e) "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; 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 District of the notice and other documents required to be provided under section 1.3, provided that in determining such time the day such offer is received by the District will be excluded; and "Outside Offeror" means a purchaser or prospective purchaser who deals at Arm's-length with the Owner. 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: (c) (d) for consideration payable entirely in lawful money of Canada; to an Outside Offeror; 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 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") to the District that the H:\Hall\Comdev\Development Applications Ongoing \ Cleveland Avenue (Proposed Lot A)\BYL 1941\Bylaw No Housing Agreement\Option-RFR Studio SQ.Doc Sep 10, :38 AM/S

28 Page 5 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 Owner 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 District will waive its rights under this right of first refusal, but only if the Owner complies with the following requirements: At least 7 days before completion of the sale pursuant to the Bona Fide Offer, the owner delivers to the District the following: (i) (ii) (iii) (iv) written proof, satisfactory to the District, in its sole discretion, that the purchase price payable under the Bona Fide Offer is in compliance wit the Housing Agreement; a signed Form C granting to the District an option to purchase and a right of first refusal to purchase the Land on the same terms as set out in this agreement (the New Form C ); a discharge of this agreement for execution by the District (the Discharge ); undertakings from the solicitor or notary for the Outside Offeror on terms satisfactory to the District, including to: (A) (B) register the Discharge only be registered concurrently with the registration of the New Form C and in priority to all mortgages and other financial liens, charges and encumbrances, except for any charges in favour of the District; to, promptly following registration of the New Form C, provide to the District a copy of the Discharge and New Form C bearing registration H:\Hall\Comdev\Development Applications Ongoing \ Cleveland Avenue (Proposed Lot A)\BYL 1941\Bylaw No Housing Agreement\Option-RFR Studio SQ.Doc Sep 10, :38 AM/S

29 Page 6 particulars along with a copy of the vendor s statement of adjustments with respect to the transaction certified to be a true copy thereof by the lawyer or notary. 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, exclusive and irrevocable option 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 during the Term by delivering notice of the exercise of the Option to the Owner. 2.3 Restrictions on Exercise of Option Notwithstanding section 2.2, the District may not exercise the Option except if the Owner breaches any of its obligations under the Housing Agreement or unless the Owner has given notice to the District pursuant to section 18 of the Housing Agreement. 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 (the Completion Date ). 2.5 Purchase Price If the District exercises the Option, the purchase price (the Purchase Price ), excluding GST, for the Land shall be equal to lesser of (i) the purchase price set out in the Bona Fide Offer (if any) and (ii) the Maximum Price as that term is defined and determined in accordance with the Housing Agreement. 2.6 Risk The Land will be at the risk of the Owner until completion of the transfer of the Land to the District and after completion it will be at the District s risk. 2.7 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. 2.8 Title and Possession On the Completion Date, the Owner will: H:\Hall\Comdev\Development Applications Ongoing \ Cleveland Avenue (Proposed Lot A)\BYL 1941\Bylaw No Housing Agreement\Option-RFR Studio SQ.Doc Sep 10, :38 AM/S

30 Page 7 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. 2.9 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 and in registrable form wherever appropriate: (c) (d) (e) a freehold transfer conveying title to the Land to the District, subject only to the Permitted Encumbrances ( Transfer ) ; the Owner s statement of adjustments; the District s statement of adjustments; a statutory declaration sworn by the Owner certifying that the Owner is a resident of Canada within the meaning under the Income Tax Act (Canada); 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 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 documents contemplated in section 2.8 will be prepared by the District s solicitors, to the extent of preparation is required, and delivered to the Owner s solicitors at least 3 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 2.12 and after receipt by the District s solicitors of the documents and items referred to in section 2.8, the District must cause the District s solicitors to deposit the Transfer in the applicable Land Title Office (the LTO ) Payment Promptly following the deposit referred to in section 2.13 and upon the District s solicitors being satisfied that a search of the property index maintained by the LTO H:\Hall\Comdev\Development Applications Ongoing \ Cleveland Avenue (Proposed Lot A)\BYL 1941\Bylaw No Housing Agreement\Option-RFR Studio SQ.Doc Sep 10, :38 AM/S