Consideration of Housing Agreement Bylaw No. 4713, 2016 for a 57-Unit Purpose-Built Market Rental Apartment Building at Foster Avenue

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1 CoQuitlam For Council September 26, 2016 Our file; / DP/1 Doc#: V1 To: From: Subject: For: City Manager General Manager Planning and Development Consideration of Housing Agreement Bylaw No. 4713, 2016 for a 57-Unit Purpose-Built Market Rental Apartment Building at Council Recommendation: That Council give first, second and third readings to City of Coquitlam Housing Agreement Bylaw No. 4713, Report Purpose: This report presents a bylaw for Council's consideration to enter into a housing agreement with the owner of 525 Foster Avenue for the purpose of providing purpose-built market rental housing. Strategic Goal: This application pertains to the corporate objective of supporting neighbourhoods. Background: Site and Context: Council at its regular meeting on October 5, 2015 gave final readings to Bylaws to amend the OCP and to rezone the properties at Foster Avenue and 655 North Road, from the existing Medium-Density Apartment Residential land use to High-Density Apartment Residential and Transit-Village Commercial, and from the existing RM-2 Three-5torey Medium Density Apartment Residential zone to RM-6 Multi-5torey High Density Apartment Residential and C-7 Transit-Village Commercial, respectively. Along with these approvals Council also authorized the Mayor and Clerk to authorize the issuance of the associated Development Permit, to accommodate a project involving construction of three high-rise apartment buildings and one five-storey purpose-built market rental building (Attachment l). A condition of rezoningthe Foster Avenue property (Attachment la) to RM-6 and permitting additional density for the purpose-built rental apartment building was that the applicant enter into a housing agreement with the City pursuant to 5ection 483 (formerly, 5ection 905) of the Local Government Act, to ensure that the building is only used for rental purposes and remains a rental building for the life of the building. A further condition was that the applicant register a no-build covenant on-title to ensure that the housing agreement is registered prior to the issuance of any building permits. As the applicant is now seeking a building permit, the housing agreement is being presented at this time for Council's consideration.

2 Page 2 September 26, 2016 Discussion/Analysis: Housing Agreement Bylaw 4713,2016 The housing agreement includes the following terms and conditions: construct and maintain a minimum of 57 purpose-built market rental units; construct and maintain a unit mix of a minimum of 13 studio, 24 one-bedroom and 20 two-bedroom units; ensure the units remain rental for the life of the building; ensure that the building is not stratified; prohibit short-term rentals such as tourist accommodation or Air-BNB, for periods less than 30 consecutive days; establish general maintenance standards and requirements; and provide a minimum of 75 parking spaces (ll visitor and 64 resident spaces). Bylaw No. 4713, 2016 Housing Agreement Bylaw No. 4713, 2016 (Attachment 2) has been prepared for Council's consideration. Adoption of this bylaw would allow the applicant and the City to enter into a housing agreement for the life of the building to provide market rental apartments. Financial Implications: There are no immediate financial impacts with this report. Conclusion: The proposed bylaw to enter into a housing agreement with the applicant will establish the duration and conditions for the 57-unit purpose-built market rental building on the subject property. Staff recommends that Council give first, second and third readings to Bylaw No. 4713, J.L.Mclntyre,MCIP, RPP CJ/hb/ms Attachments: 1. Ortho photo 2. Bylaw No. 4713, 2016 (Doc # ) This report was prepared by Chris Jarvie, Acting Supervisor Development Planning and reviewed by Lisa Hobman, Staff Lawyer and George Fujii, Director of Development Services. File#: / DP/1 Doc#: V1

3 North Rd. & Foster Ave. Mixed-Use Development 655;North Road, Coquitlam, BC, Coquitlam, 80 Overall Site Plan SCALE: 1';=25'-0'^- Rezoning I D.P. Resubmission AUGUST

4 ATTACHMENT la LOCATION AND ADJACENT ZONING N Foster Avenue Application No.: RZ Map Date: 9/27/2016 S i Meters Zoning Boundary Cooultlam RZ ORTHO TS

5 ^ _.1 I COQUltldm ATTACHMENT 2 Lity City of OT Coqultiam Loquitiam BYLAW BYLAW NO. 4713, 2016 A Bylaw to provide for a Housing Agreement for 525 Foster Avenue WHEREAS: A BOSA BLUE SKY PROPERTIES (LOUGHEED HEIGHTS) INC. (Inc. No. BC ) (the "Owner") is the registered owner of the lands and premises in the City of Coquitlam, Province of British Columbia, having the civic address of 525 Foster Avenue, Coquitlam, BC and legally known and described as Lot 87 District Lot 7 Group 1 New Westminster District Plan PID (the "Lands"); B. The Owner proposes to construct and maintain a 57-unit market rental apartment building on the Lands; and C. The Owner and the City of Coquitlam (the "City") wish to enter into a Housing Agreement pursuant to Section 483 of the Local Government Act, R.S.B.C. 1996, c. 323, as amended, with respect to the proposed development described in Recital B above. NOW THEREFORE, the Council of the City of Coquitlam, in open meeting lawfully assembled, ENACTS AS FOLLOWS: 1. Name of Bylaw This Bylaw may be cited for all purposes as the "City of Coquitlam Housing Agreement (525 Foster Avenue) Bylaw No. 4713, 2016". 2. Approval of Housing Agreement The form of Housing Agreement attached as Schedule "A" to this Bylaw is hereby approved and the Mayor and Clerk for the City are hereby authorized and directed to execute and deliver the Housing Agreement on behalf of the City. READ A FIRST TIME this day of READ A SECOND TIME this day of,2016. READ A THIRD TIME this day of,2016. READ A FOURTH AND FINAL TIME and the Seal of the Corporation affixed this, day of MAYOR CLERK 525 Foster Avenue File#: / RZ/l Doc#: V1

6 Page 2 of 15 HOUSING AGREEMENT (Section 483, Local Cavernment Act) THIS AGREEMENT is made on the day of, BETWEEN: AND: WHEREAS: BOSA BLUE SKY PROPERTIES (LOUGHEED HEIGHTS) INC. (Inc. No. BC ), having its registered and records office at West Hastings Street, Vancouver, B.C. V6C 0A6 (the "Owner") CITY OF COOUITLAM, a Municipal Corporation, having its offices at 3000 Guildford Way, Coquitlam, B.C. V3B 7N2 (the "City") A. The Owner is the legal and registered owner of the Lands (defined below); B. The Owner intends to subdivide the Lands into two lots, being "Lot 2" and "Lot 3", approximately as shown on the sketch plan attached hereto as Schedule "A"; C. The Owner submitted an application to, inter alia, rezone the Lands (defined herein) (the "Rezoning Application") from RM-2 Three-Storey Medium Density Apartment Residential to RM-6 Multi-Storey High Density Apartment Residential to permit a development including the construction upon Lot 3 of (i) a high-rise building (the "Market Highrise Building") containing approximately 255 units of residential dwelling units and underground parking; and (ii) a separate low-rise building containing a minimum of 57 residential rental units (collectively, the "Rental Units") and an underground parkade, or portion thereof, to be constructed beneath the surface of Lot 3 and included in the Rental Building Air Space Parcel, together with related improvements (collectively, the "Rental Building"); D. The Rezoning Application was approved after public hearing on October 5, 2015 subject to a number of preconditions, including that the Owner make arrangements to the satisfaction of the City to enter into a housing agreement pursuant to section 483 of the Local Government Act securing not less than 57 units in the Rental Building for Market Rental Housing (the "Market Rental Housing Condition"); E. Upon completion of construction of the Market Highrise Building and the Rental Building, including the Rental Parking Area, the Developer intends to subdivide Lot 3 by way of air space plan (the "Lot 3 Air Space Subdivision Plan") with the Market Highrise Building intended to be contained within the remainder of Lot 3 ("Market Highrise Building Remainder Parcel"), which Market Highrise Building Remainder Parcel is intended to be further subdivided by way of strata plan, and File #: / RZ/1 Doc #: V1

7 Page 3 of 15 with the Rental Building and Rental Parking Area intended to be contained within the corresponding air space parcel (the "Rental Building Air Space Parcel"); F. Section 483 of the Local Government Act permits the City to enter into and, by legal notation on title, note on title to lands, housing agreements; and G. As a condition of the Rezoning Bylaw to permit the development of the Lands in the manner aforesaid and in satisfaction of the Market Rental Housing Condition, the Owner has agreed to enter into this Agreement with the City. NOW THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge and agree to and will not be denied, the Owner and the City covenant and agree as follows: Article I. DEFINITIONS Section 1.01 Definitions (a) (c) "Accessible Stalls" means off-street vehicle parking spaces allocated for the sole use of Disabled Persons; "Agreement" means this Housing Agreement and all Schedules attached hereto; "Arbitration Act" means the Arbitration Act, R.S.B.C. 1996, c. 55 (formerly, the Commercial Arbitration Act), as amended, replaced, restated, or re-enacted from time to time; (d) "Building" means each new building or structure to be built on the Lands as contemplated by the Development Permit, and includes any portion of any such building or structure including without limitation the Rental Parking Area, but does not include temporary buildings or structures on the Lands during the period of, and required for the purposes of, any construction contemplated by the Development Permit; provided, however, that if the Lands are at any time subdivided by air space parcel subdivision and the Notice of this Agreement is thereafter released from one or more of the remaining legal parcels, then "Building" will thereafter mean only the part of the Building within the legal parcel(s) upon which the Notice remains; (e) (f) (g) "City Personnel" means any and all of the elected and appointed officials, and officers, employees, agents, nominees, delegates, permittees, contractors subcontractors, and volunteers of the City from time to time; "City Solicitor" means the Director of Legal Services for the City of Coquitlam; "Commencement Date" means the date as of which this Agreement has been executed by all parties to it; (h) "Development" means the development on the Lands described in Recitals B, C, D, and E and approved by the Development Permit; (i) "Development Permit" means Development Permit No issued by the File#: / RZ/1 Doc#: V1

8 Page 4 of 15 City authorizing development on the Lands, as amended from time to time, including the Building contemplated by the Rezoning Bylaw; (j) (k) (I) (m) (n) (o) "Disabled Persons" means persons with disabilities; "Land Title Act" means the Land Title Act, R.S.B.C., 1996, c. 250, as amended, replaced, restated, or re-enacted from time to time; "Land Title Office" means the New Westminster Land Title Office; "Lands" means the lands and premises legally described as Parcel Identifier: , Lot 87 District Lot 7 Group 1 New Westminster District Plan 28546; "Local Government Act" means the Local Covernment Act, R.S.B.C. 2015, c. l, as amended, replaced, restated, or re-enacted from time to time; "Losses" means any and all damages, losses, fines, penalties, costs (including legal costs on a solicitor and own client basis), actions, causes of action, claims, demands, liabilities, indirect or consequential damages (including loss of profit and loss of use and damages arising out of delays) and expenses of every nature or kind whatsoever; (p) "Lot 2" and "Lot 3" each has the meaning ascribed to it in Recital B; (q) "Lot 3 Air Space Subdivision Plan" has the meaning ascribed to that term in Recital E and also includes any parcel into which it has been further subdivided; (r) "Market Highrise Building" shall have the meaning ascribed thereto in Recital C; (s) (t) "Market Highrise Building Remainder Parcel" has the meaning ascribed thereto in Recital E; "Market Rental Housing" means Rental Housing that is rented at market rates, as the same may be determined from time to time by the Owner of the Rental Building; (u) "Market Rental Housing Condition" has the meaning ascribed thereto in Recital D; (v) has the meaning ascribed thereto in Section 3.0l(m); "Notice" (w) (x) "Occupancy Permit" means a permit issued by the City authorizing the use and occupation of any building, development or partial development on the Lands; "Owner" has the meaning ascribed to it on Page 1 hereof and such Owner's respective successors in title from time to time as the registered or beneficial owner from time to time of any portion of the Lands, or if subdivided as described in the Recitals above and in accordance with the Development Permit and the Rezoning Bylaw, the portion of the Lands after subdivision that contains the Rental Building; File#: / RZ/1 Doc#; V1

9 Page 5 of 15 (y) "Rental Building" has the meaning ascribed thereto in Recital C; (z) "Rental Building Air Space Parcel" has the meaning ascribed thereto in Recital E; (aa) (bb) (cc) (dd) (ee) "Rental Housing" means a dwelling unit which is not occupied by the registered or beneficial owner of the same, but which is made available by such owner to the general public at arms' length, for use as residential rental accommodation on a month-to-month or longer basis, excluding rentals for any less than 30 consecutive days, in accordance with this Agreement, reasonably prudent landlord-tenant practice for rental residential accommodation, and any and all laws applicable thereto, including, without limitation, residential tenancy and human rights legislation in British Columbia; "Rental Parking Area" means the portion of the underground parkade to be constructed beneath the surface of Lot 3 and included in the Rental Building Air Space Parcel for the use of parking of motor vehicles, including drive-aisles and accessways; "Rental Parking Stalls" means the Rental Residential Parking Stalls and the Rental Visitor Parking Stalls collectively; "Rental Residential Parking Stalls" means 53 regular parking stalls, 10 smallvehicle parking stalls, and one (l) Accessible Stall within the Rental Parking Area; "Rental Visitor Parking Stalls" means 10 regular parking stalls and one (l) Accessible Stall within the Rental Parking Area; (ff) "Rental Units" has the meaning ascribed thereto in Recital C; (gg) "Residential Tenancy Act" means the Residential Tenancy Act, S.B.C. 2002, c. 78; (hh) "Rezoning Bylaw" means the City of Coquitlam Zoning Amendment Bylaw No. 4560, 2015 enacted as a result of the Rezoning Application; (ii) "Term" has the meaning ascribed thereto in Section File#: / RZ/1 Doc#: V1

10 Page 6 of 15 Article II. TERM Section 2.01 The term (the "Term") of this Agreement will commence on the Commencement Date and will end after the date that is sixty (60) years from the date when the final Occupancy Permit is issued for the originally constructed Rental Building described in Recital C if the City determines, in its sole discretion and at the sole cost of the Owner, that it is not economic to repair or restore the Rental Building or to keep and maintain the Rental Building in tenantable condition to the standard required by this Agreement, the City will abandon, surrender, and release the Owner from this Agreement and, at the Owner's expense, cause Notice (as defined in Section 6.02) of this Agreement to be removed from the title to the Lands; provided that any disagreement between the Owner and the City as to whether the City is obliged to abandon, surrender, and release the Owner from this Agreement pursuant to this Section 2.01 will be determined by arbitration conducted pursuant to the Arbitration Act, the cost of which arbitration will be borne evenly as between the Owner and the City. Each party will bear the cost of its own legal counsel in connection with any arbitration pursuant to this Section Article III. RESTRICTIONS ON AND CONDITIONS OF USE AND SUBDIVISION Section 3.01 The Owner covenants and agrees that; (a) (c) (d) (e) throughout the Term, the Lands and all Buildings situate thereon, including without limitation the Parking Area, will not be used in any way that is inconsistent with the terms of this Agreement; the Owner will construct, and throughout the Term will maintain, not less than fifty-seven (57) rental units, comprised of a minimum of 13 studio apartments, 24 one-bedroom units, and 20 two-bedroom units for use only as Market Rental Housing in accordance with the Market Rental Housing Condition, the Rezoning Bylaw, the Development Permit, any building permit issued pursuant thereto, and the requirements of this Agreement; the Owner will construct the Rental Parking Stalls in accordance with the British Columbia Building Code, as amended, and the City of Coquitlam Zoning Bylaw No. 3000, 1996, as amended, will mark any Accessible Stalls contained within the Rental Parking Area as being for the exclusive use of Disabled Persons, to the satisfaction of the City, and will maintain the Rental Parking Area, including the Rental Parking Stalls, for the exclusive use of residents and visitors of residents of the Rental Building in accordance with the Rezoning Bylaw, the Development Permit, any building permit issued pursuant thereto, and the requirements of this Agreement; throughout the Term, the Rental Units will only be used for the purpose of providing Rental Housing and the Rental Parking Stalls will be marked as being for the sole and exclusive use of and will only be used for residents and visitors of the Rental Units, and any Accessible Stalls will be marked as being for and will be for the sole and exclusive use of Disabled Persons, as applicable; throughout the Term, but subject to Section 6.01, it will not suffer, cause, or permit the Lands, including the Rental Building, to be subdivided including by way of strata plan or air space plan without the prior written consent of the City, File#; / RZ/1 Doc#: V1

11 Page 7 of 15 which consent may be arbitrarily withheld; (f) (g) (h) (i) (j) (k) throughout the Term, the Owner will not suffer, cause or permit title to or any interest in and to the Rental Building Air Space Parcel, including the Rental Building, or any portion thereof to be sold or otherwise transferred, except that the Owner may charge the Lands or any part thereof by way of mortgage in favour of an institutional lender and in the case of a sale, unless the transferee(s) of the registered title or interest, as applicable to the interest transferred, prior to and as a condition of closing enters into an assumption agreement satisfactory to the City whereby such transferee agrees to be and thereafter remain bound by each and every term and condition ofthis Agreement applicable to the Owner; the Owner will insure, or cause to be insured, the Rental Building and each Rental Unit, and all parts of each thereof, to the full replacement cost against perils normally insured against in the City of Coquitlam by reasonable and prudent owners of similar air space parcels, buildings and lands; throughout the Term and unless and until the City consents otherwise in writing by way of an amendment to this Agreement on request of the Owner, the Owner will keep and maintain the Rental Building, including without limitation the Rental Units and the Rental Parking Stalls, in good repair and in a safe, clean, neat and tidy condition, reasonable wear and tear excepted, and fit for human habitation and consistent with the general standards required by the Residential Tenancy Act, S.B.C. 2002, c. 78, and all other applicable statutes, regulations, bylaws, and rules in effect from time to time for residential rental buildings of similar age and character in the City of Coquitlam from time to time and will comply with the same, including health and safety standards applicable to the Rental Building; provided that, subject to and in accordance with Section 532 of the Local Government Act, if the Rental Building or any part of thereof is damaged or destroyed by any means whatsoever including fire, the Owner will promptly restore, repair, and replace the same whenever and as often as damage occurs to at least as good a state and condition as existed before such damage occurred; upon issuance of an Occupancy Permit for the Rental Building, the Owner will post and will at all times maintain, and update from time to time as required, signage at the main entrance to the Rental Building which signage clearly sets out the then current name and contact information for the building operator or manager for means of contact for residents and other persons; the Owner will not amend the number of Rental Units, Accessible Stalls, Rental Residential Parking Stalls, or Rental Visitor Parking Stalls once construction of the Rental Building is completed without the prior written consent of the City, which consent may be unreasonably withheld; the Owner confirms and acknowledges that at all times (i) there will be not less than 53 regular Rental Residential Parking Stalls, 10 small-vehicle Rental Residential Parking Stalls, and one (l) Rental Residential Parking Stall that is an Accessible Stall available for the sole benefit and use of the residents of the Rental Building; and (ii) there will be not less than 10 regular Rental Visitor Parking Stalls and one (l) Rental Residential Parking Stall that is an Accessible Stall available for the sole benefit and use of the visitors of the Rental Building ((i) and (ii) File#: / RZ/1 Doc#: V1

12 Page 8 of 15 collectively, the "Required Stalls"). Without limiting the foregoing, the Owner agrees and acknowledges that the Owner, including any tenant, resident or other occupant of or visitor to any Rental Unit, will not do anything and will not enter into any arrangement with any person that prevents or could prevent the Required Stalls being available for the tenants, residents or other occupant of or visitors to the Rental Units, as applicable; provided that it is acknowledged by the City that up to two (2) of the Rental Residential Parking Stalls may be assigned for the exclusive use of a resident, tenant, or other occupant of any one Rental Unit as determined by the Owner from time to time; (I) (m) the Owner will not demolish the Rental Building or any portion thereof without the prior written consent of the City and, in any case, without a demolition permit therefor issued by the City in the City's sole discretion, and following any such demolition and provided the Owner constructs a replacement Rental Building after such demolition, the Owner will use and occupy any replacement Rental Building or portion thereof in compliance with this Agreement to the same extent and in the same manner as this Agreement applies to the original Rental Building or portion thereof; and the City may file a legal notation or other notice of this Agreement in the Land Title Office against title to the Lands {the "Notice"), subject to Section Article iv. OCCUPANCY RESTRICTION ON THE LANDS Section 4.01 The Owner covenants and agrees with the City in respect of the use of the Lands and the Building that: (a) the Building will not be used or occupied except in accordance with the following: i) the Owner will not apply for any Occupancy Permit in respect of, and will not suffer or permit the occupation of, the Rental Building and will take no action, directly or indirectly, to compel the issuance of any Occupancy Permit for the Rental Building until such time as the Owner is able to apply for an Occupancy Permit for the entire Building and all of its component parts and facilities, including the Rental Parking Stalls; and ii) the City will be under no obligation to issue any Occupancy Permit permitting the use and occupation of the Building, notwithstanding completion of construction of the Building, until such time as an Occupancy Permit can be issued for the entire Building and all of its component parts and facilities; and without limiting the general scope of Article VII, the Owner does hereby waive, remise, and release absolutely any and all claims against the City and City Personnel for any Losses that may derive from the withholding of an Occupancy Permit until there is compliance with the provisions of this Section Article V. RECORD KEEPING Section 5.01 The Owner will keep accurate records pertaining to the use and occupancy of the Market Rental Housing Units, such records to be to the satisfaction of the City. At File#: / RZ/l Doc#: vl 8

13 Page 9 of 15 the request of the City, from time to time, the Owner will make such records available for inspection and copying by the City. The City will comply with the Owner's statutory obligations with respect to privacy of such information. Article VI. SUBDIVISION OF THE LANDS Section 6.01 Notwithstanding Section 3.01(e), subject to compliance with all applicable requirements of the City's Approving Officer and the City's elected Council, this Agreement, and all applicable laws and by-laws, the City will not unreasonably withhold its consent to a subdivision of the Lands by the deposit of an air space subdivision plan, provided that all of the Rental Units will thereafter be contained within one single air space parcel (herein referred to as the Rental Building Air Space Parcel). Section 6.02 The Owner acknowledges and agrees with the City as follows: (a) as the Lands have not yet been subdivided to create the Rental Building Air Space Parcel of the date of this Agreement, the City may file the Notice of this Agreement in the Land Title Office on title to the Lands, provided that preparation and land title filing costs for such Notice will be borne by the Owner; and following the deposit of the Lot 3 Air Space Subdivision Plan and the issuance of a final Occupancy Permit for the Rental Building, the Owner may apply to the City for a partial release of the Notice with respect to the Market Highrise Building Remainder Parcel and the City Solicitor shall be entitled, without further City Council approval, authorization or bylaw, to partially release the Notice such that the Notice is filed solely upon the title of the Rental Building Air Space Parcel and, if desired by the City in the City's sole discretion, to fully release the Notice and to file a new Notice in replacement against title to the Rental Building Air Space Parcel only, and this Agreement shall be and remain in full force and effect and, but for the partial release or full release, as applicable, unamended, provided further that: (i) (ii) (iii) (iv) the City Solicitor is satisfied that such release will not unreasonably alter, restrict, or limit the City's rights and the Owner's agreements and obligations in respect of the Rental Units or in respect of the Rental Building Air Space Parcel pursuant to this Agreement; any such partial or full release will be prepared by the Owner at its sole cost and will be in form and substance acceptable to the City Solicitor; the City will have a reasonable amount of time to review, execute, and return any such release to the Owner; and ^ all preparation and land title filing costs associated with any such partial release will be borne by the Owner; and provided always that (i) the Rental Building Air Space Parcel will not be subdivided by strata plan or otherwise for the entirety of the Term of this Agreement; and (ii) nothing in this Agreement is intended to in any way impair, restrict, impede, condition or delay the Owner from subdividing the Market Highrise Building by way of air space subdivision and/or by strata plan. File#: / RZ/1 Doc#: V1

14 Page 10 of 15 Article VII. INDEMNITY AND RELEASE Section 7.01 The Owner hereby agrees to indemnify and save harmless the City and the City Personnel from and against any loss, damage, debts, claims, liabilities, obligations, costs (including solicitor and own client costs incurred by the City in the enforcement of the Owner's obligations, under this Agreement), or causes of action which the City and the City Personnel, or any of them, may suffer, incur, or be put to, arising, whether directly or indirectly, out of this Agreement, including without limitation: (a) (c) (d) (e) a breach of any covenant or condition of this Agreement by the Owner or its directors, officers, employees, or agents, or any other person for whom it is legally responsible; any default in the due performance and observance of the obligations and responsibilities of the Owner under this Agreement; any negligent act or omission or willful misconduct of the Owner or any of the Owner's Personnel in connection with the performance and observance of the obligations of the Owner under this Agreement; any claim of contribution made by third parties in respect of damage for which the Owner has released the City and the City Personnel under this Agreement; and the construction, maintenance, repair, ownership, lease, license, operation, management or financing of the Lands, the Rental Building or any Rental Unit or the enforcement of any tenancy agreement relating to a Rental Unit Section 7.02 The Owner hereby releases the City and the City Personnel from any and against all liabilities, actions, causes of action, claims, damages, expenses, costs, debts, demands or Losses that may arise or accrue to or be suffered or incurred by the Owner and covenants and agrees to indemnify and save harmless the City and all City Personnel from and against all Losses which may arise, accrue, or be incurred by the City or any City Personnel or which are made by any person, firm or corporation against the City or any City Personnel or which the City or any City Personnel may pay, incur, sustain or be put to: (a) by reason of the City or City Personnel: (i) (ii) (iii) reviewing, accepting, or approving the design, specifications, materials, and methods of the Owner's construction upon the Lands; withholding any permit pursuant to or due to this Agreement; or exercising any of its rights under the Local Government Act, bylaws, or any other right of the City under this Agreement; or (c) relating to the construction, maintenance, repair, replacement, ownership, lease, license, operation or management of the Lands, the Rental Building or any part thereof, including the Rental Units; or that otherwise arise out of or would not have been incurred but for, this Agreement. File#: / RZ/l Doc#; VI 10

15 Page 11 of 15 Section 7.03 The Owner covenants and agrees with the City that, in addition to any other remedies available to the City under this Agreement or at law or equity, if the Owner defaults under the terms of this Agreement, including without limitation omitting, failing or neglecting to carry out any of its obligations contained in this Agreement and doing or carrying out an act contrary to the Owner's obligations contained in this Agreement: \ (a) the Owner shall rectify such default within 10 days' of receipt of written notice of such default to the Owner by the City; (c) (d) if the Owner fails to cure such default to the satisfaction of the City within the required time frame specified in Section 7.03(a), or if the City, in case of emergency, does not consider that it has time to deliver the notice referred to in Section 7.03(a), the City may, but is under no obligation to, enter onto the Lands and rectify such default to the extent considered necessary by the City; if the Owner fails to take such positive action as the City considers necessary to rectify any default as provided for herein, the City may apply to court for a mandatory or prohibitive order requiring the Owner to take such action; and the Owner shall pay to the City on demand the aggregate of the City's costs of rectifying any default of the Owner under this Agreement together with any other fees, costs, and other amounts the Owner may owe to the City from time to time pursuant to or arising from this Agreement, plus a sum equal to 15% of the collective amount of such fees, costs, and other monies on account of the City's overhead costs, and if the Owner fails to pay such amounts to the City within 30 days from the date the Owner receives any such demand from the City, any and all arrears will bear interest from the date of demand to the date of payment at the prime rate of Bank of Montreal plus 3% per annum. Section 7.04 Survival of Release and Indemnities. The release and indemnities in this Article VII will remain effective, and will survive any modification of, or partial release or release of the covenants created by this Agreement, and the termination of this Agreement, whether by fulfillment of the covenants contained in this Agreement or otherwise. Article VIII. GENERAL PROVISIONS Section 8.01 Interpretation. In this Agreement: (a) (c) Party. Any reference to a party herein will be deemed to include the heirs, executors, administrators, successors, assigns, employees, servants, agents, officers, contractors, licensees and invitees of such parties wherever the context so permits or requires. Singular; Gender. Wherever the singular or masculine or neuter is used in this Agreement, the same will be construed to mean the plural or the feminine or body corporate or politic, and vice versa as the context or the parties so require. Captions and Headings. The captions and headings appearing in this Agreement have been inserted as a matter of convenience and for reference only and in no File#: / RZ/1 Doc#: V1 11

16 Page 12 of 15 way define, limit or enlarge the scope or meaning of this Agreement or any of the provisions hereof. (d) References. References to the or this "Agreement" and the words "hereof", "herein" and similar words refer to this Agreement as a whole and not to any section or subsection or other subdivision hereof and any reference in this Agreement to a designated Recital, Section, subsection or other subdivision is a reference to the designated Recital, Section, subsection or subdivision hereof. Section 8.02 Legislation. Any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto, with all amendments made thereto and as in force from time to time, and to any statute and superseding such statutes and regulations. Section 8.03 Time. Time shall be of the essence of this Agreement and each part of it. If any party expressly or impliedly waives this requirement, that part may reinstate it by delivering notice to the other party(ies). If a time is specified in this Agreement for observing or performing any obligation, such time shall be Pacific Standard Time. Section 8.04 No Effects on Rights. Nothing contained or implied herein will prejudice the rights and powers of the City in the exercise of its functions under any public and private statutes, bylaws, orders and regulations, all of which may be fully and effectively exercised in relation to the Lands as if this Agreement had not been executed and delivered by the Owner and this Agreement does not impose on the City any legal duty or obligation, including any duty of care or contractual or other legal duty or obligation, to enforce this Agreement, nor does this Agreement relieve the Owner from complying with any enactment, including in relation to the use or subdivision of the Lands. Section 8.05 Benefit of City. The City is a party to this Agreement for the purpose only of receiving the covenants, promises and agreements as provided in the terms of this Agreement and is not intended to protect the interests of the Owner, any tenant, or any future owner, lessee, occupier or user of the Lands, the Rental Building or any portion thereof and the City may at any time execute a release of the Notice of this Agreement without liability to anyone for doing so, and without obtaining the consent of the Owner Section 8.06 Agreement Runs with the Lands. Following the filing of the Notice, subject to Section 6.02, in the Land Title Office, this Agreement and, if applicable, any amendment thereto, will be binding on all persons who acquire an interest in the land affected by this Agreement, as amended if applicable. It is further expressly agreed that this Agreement may be modified or amended from time to time, by consent of the Owner and a bylaw duly passed by City Council and thereafter if an amendment is signed by the City and the Owner. Section 8.07 Limitation on Owner's Obligations. The Owner is only liable for breaches of this Agreement that occur while the Owner is the registered owner of the Lands or such portions thereof, provided however that notwithstanding that the Owner is no longer the registered owner of the Lands or any portions thereof, the Owner will remain liable for breaches of this Agreement that occurred while the Owner was the registered owner of the Lands or such portions thereof, as the case may be. Section 8.08 Enurement. This Agreement will enure to the benefit of and be binding File#: / RZ/l Doc#: V1 12

17 Page 13 of 15 upon the parties hereto and their respective successors and permitted assigns. Section 8.09 Further Assurances. The parties will do and cause to be done all things and execute and cause to be executed all documents which may be necessary to give proper effect to the intention of this Agreement. Section 8.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in British Columbia. Section 8.11 Severability. 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. Section 8.12 Waiver. An alleged waiver of any breach of this Agreement is effective only if it is an express waiver in writing of the breach in respect of which the waiver is asserted. A waiver of a breach of this Agreement does not operate as a waiver of any other breach of this Agreement. Section 8.13 No Fiduciary Relationship. Nothing contained in this Agreement will be deemed in any way, or for any purpose, to constitute the City a partner, agent or legal representative of the Owner in the conduct of any business or otherwise, or a member of a joint venture or joint enterprise with the Owner, or to create any fiduciary relationship between the City and the Owner. Section 8.14 Joint and Several. If the Owner consists of more than one person, firm, or corporation, the Owner's obligations under this Agreement shall be joint and several. Section 8.15 Survival. Notwithstanding anything contained herein, the Owner covenants and agrees that the obligations of the Owner, including those set out in Article VII shall survive termination or release of this Agreement. Section 8.16 Notice. Whenever it is required or desired that either party will deliver or serve a notice on the other, delivery or service will be deemed to be satisfactory if and deemed to have occurred when; (a) the Clerk of the City or the Owner, or its successor in title, or a director of the Owner or successor in title, if applicable, has been served personally, on the date of service; or mailed by prepaid registered mail, on the date received or on the sixth day after receipt of mailing by any Canada Post office, whichever is the earlier, so long as the notice is mailed to, in the case of the City, at the address provided in this Agreement, or in the case of the Owner, or its successor in title, at the address noted on the Certificate of Title for the Lands, or to whatever address a party may from time to time provide to the other party. Section 8.17 Owner's Representations and Warranties. The Owner represents and warrants to and covenants and agrees with the City that: File#; / RZ/1 Doc#; V1 13

18 Page 14 of 15 (a) (c) (d) the Owner has the full and complete power, authority, and capacity to enter into, execute, and deliver this Agreement and the bind all legal and beneficial interests in the title to the Lands with the interests in lands created hereby; upon execution and delivery of this Agreement and the filing of the Notice, the interests in land created hereby will encumber all legal and beneficial interests to the title to the Lands; this Agreement will be fully and completely binding upon the Owner in accordance with its terms and the Owner will perform all of its obligations under this Agreement in accordance with its terms; and the foregoing representations, warranties, covenants, and agreements will have force and effect notwithstanding any knowledge on the part of the City whether actual or constructive concerning the status of the Owner with regard to the Lands or any other matter whatsoever. Section 8.18 Counterparts and Electronic Delivery. This Agreement may be executed and delivered by the parties hereto in one or more counterparts, each of which will be deemed an original, and each of which may be delivered by facsimile, or other functionally equivalent electronic means of transmission. IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above BOSA BLUE SKY PROPERTIES (LOUGHEED HEIGHTS) INC., by its authorized signatory(ies); Name; Title: Name: Title: CITYOFCOOUITLAM, by its authorized signatories: Name & Title: Name St Title File#: / RZ/1 Doc#, V1 14

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