.&i -NEW WESTMINSTER

November 26, 2012

Chris Bryan Editor, New Westminster NewsLeader 7438 Fraser Park Drive Burnaby, BC V5J 5B9

Dear Mr. Btyan:

Re: Freedom oflnformation and Protection of Privacy Act (the "Act")

Request for Access to Records

Reference No. 2012-41

I am wiiting further to your request dated May 9, 2012 for copies of records of the following records :

• The original proposal from Uptown Property Group (UPG) to the City tor the office tower at the Multi-Use Civic Facility;

• The miginal agreement (MOU) between the City and UPG;

• Any fom1al project agreement after the oiiginal MOU;

• Closure agreement with UPG;

• The letter of termination ofUPG's involvement with the City on the project;

• All paper (fonnal) correspondence between UPG and the City.

Further to our coiTespondence regarding the RFP, please find the proposal document enclosed.

Some of the records contain infonnation that is exempted from disclosure under the Act. This infonnation has been severed in accordance with section 17 and section 21 oftheAct so that the remaining infonnation can be disclosed to you.

• Section 17 Disclosure hanneful to the financial or economic interests of a public body;

• Section 21 Disclosure hannful to a third party's business interests.

Doc# 344883

Corporation of the City of New Westmmster 511 Royal Avenue. NewWestmmster, BC V3L 1H9

T 604 521 3711 F 604 521 3895 E Jnfo@newwestCltyca

www.newwestcity.ca Page 1

Pursuant to section 52 of the Act, you may ask the Infonnation and Privacy Commissioner to review any matter related to the City ofNew Westminster's response to yom· request. The Act allows you 30 days from the date you receive this letter to request a review by writing to:

Office of the Infonnation and Privacy Commissioner PO Box 9038, Stn Prov Govt Victoria, BC V8W 9A4 Tel: 250-387-5629, Fax: 250-387-1696

If you wish to request a review, please provide the Commissioner's office with:

1. Your name, address and telephone number; 2. The request nmnber (20 12-41) assigned to your request; 3. A copy of your original request for infonnation; 4. A copy of this letter; and 5. The detailed reasons or grounds upon which you are seeking the review.

Please contact me at 604-515-3764 or jkillawee@newwestcity.ca if you have any questions in this regard.

Yours truly,

Jacqueline Killawee Records and lnfonnation Administrator

C: Richard Page, FOI Head Corporate Officer

Enclosures: UPG Proposal, 39 pages

Doc # 344883 Page 2

UPTOWN PROPERTY GROUP

PROPOSAL

['Jevv VVestn1 inster

!V1 u It i l.J s e C i vi c Fa c i I it y

EXECUTIVE SUMMARY

Proposal -August 19, 2010 !·Jew Westminster Multi Use Civic Facility

UPG Property Group

• UPG Property Group Inc. proposes to partner with the City of New Westminster to develop the

City's new mult i-use civic facility ("Civic Centre").

• UPG's vision for the Project is to add a significant A class office building o n top of the Civic Centre. , . /•)(r)

The office bui lding is envisionPrl to comprise totalling approximately t7(,)(r) square feet, r:>roYFJ

complete with approximately parking stalls. Based on the successful leasing of the office space, nil F)

the office building can be e~panded tc 17 .toreys totalling J7< t)(r) square feet.

• Under the proposed development agreement, UPG will construct the Project, consisting of the

Parkade, Civic Centre, and the Office Tower. The City will pay for the cost of the Civic Centre from

the proceeds of the DAC funding agreement.

• The City will remain the owner of Civic Centre and the underlying land. The Office Tower and the

Parkade will be placed in newly created air parcels to be owned by UPG.

• UPG will financially contribute to the cost of the Civic Centre by:

Furthermore, UPG will contribute its development expertise and resources to the timely execution

of the Project.

By partnering with UPG, the City obta ins the following benefits:

o Reduce the project cost to the City by sharing in fixed costs and delivering elements of the

Project (i.e. the parking facilities) . This will reduce the net project cost t o the City to the $35

million availab le unrler)the DAC agreement; r!fn l r)

o Secure the use of on-site parking stalls for after hours and weekend use by the Civic

Centre at no capital cost to the City;

o Obtain greater control over the const ruction risk to the Civic Centre;

o Support the economic revitalization of downtown New Westminster by the addition of a large,

first class office building on top of the Civic Centre. This w ill benefit the City economically by

attracting new employers, hundreds of new employees, and strengthen the local tax base.

INTRODUCTION

Proposal -August 19, 2010 N2v1 West r.liroscei" Multi UsC:: Civic Facility

UPG Prop(·rl 1• Group

This Proposal is made by UPG Property Group Inc. ("UPG") to the Corporation of the City of New

Westminster {the "City") in response to the Request for Proposals numbered NWRFP-10-17 issued on June

25, 2010 for the development of t he Multi-Purpose Civic Facility and Office Tower {the "Project" ).

UPG's Expression of Interest dated May 12, 2010 is attached to this Proposal, as it outlines the Vision for

the Project, and provides detail of the Project's benefits and synergies. For the purpose of avoiding

duplication, this information is not repeated, but reference is made to th is document.

This Proposal consists of the follow ing sections:

1.

2. 3.

4.

5.

6.

7. 8.

9.

Executive Summary

Introduction

Proposal

The Project: a detailed description of the proposed project

Responses to RFP questions

Workplan and Schedule

Financial Terms

Other Key Terms

Floor plans

PROPOSAL

Proposal -August 19, 2010 ll!ew Westminster lv1ulti Use Civic Facility

UPG Propt:rt\' Group

UPG Property Group Inc. proposes to enter into an agreement with the City of New Westminster fo r the

development of the New Westminster Multi Purpose Civic Facility ("Civic Centre") and Office Tower,

incorpora ting the basic business terms set out in this Proposal.

Under this agreement, UPG will construct the Civic Centre base building on behalf of the City, bu ild the

underground parking structure, and develop the Office Tower.

The City wi ll remain the owner of Civic Centre and the land (except for the air parcels created) . The City

will pay for the construction cost of the Civic Centre (as detailed under 'Financial Terms' below), and

contribute the land to enable the development to take place.

UPG will undertake the development of the entire Project, pay for the construction cost of the Office

Tower and the underground parking facilities, and cont ribute its development expertise and resources to

the t imely development of the Project. UPG will become the owner of the air parcels containing the

parking structure, the retail space, and the Office Tower.

This Proposal is based on a number of assumptions and condit ions, which are detailed under 'Other Key

Terms' below.

This Proposal is intended to form the basis for more detailed discussion with the City concerning the

various aspects of th is Project.

THE PROJECT

Proposal -August 19, 2010 N<::l'! West rn inster Multi Usc: Civic r- acili ty

UPG Prcp t•rt\' (,rollp

As detailed in the Expression of Interest, UPG's vision for the Project is to compliment the City's Civic

Centre with a significant, first class office building, which will support permanent employment in the City,

strengthen its economic base, and drive redevelopment of Columbia Street.

A 2 level underground parking facility is proposed to be constructed underneath the Civic Centre building,

supporting both the Civic Centre and the Office Tower. This parking facility benefits the Civic Centre as

significantly more stalls are available t han would otherwise be feasib le.

The Project will have the following 3 distinct components:

1 Civic Centre

The Civic Centre occupies the first 3 floors of the Project, including the ground floor. The Civic Centre

will be approximately 95,000 square feet in size (including the retail space), and house the following

elements:

Ground floor:

Second floor:

Third floor:

The ground floor features the Civic Centre entrance, which is a two storey

atrium with escalators leading to the second floor. The ground floor also houses

the new museum, museum archives, and t he gallery.

The ground floor location suits the museum due to the slope of the site (lim ited

daylight on part of the f loor), the proximity to the street, and the abil ity to

create its own identity within the complex by way 'of a storefront presence at

street level.

The ground floor also contains a street front retail I restaurant component,

anticipated to be approximatelyJ r:;>( r)(F) square feet in size, fronting Columbia

and Eighth Streets. The retail and restaurant uses are intended to com pliment

both the Civic Centre and the Office Tower.

Th e second floor houses the public assembly spaces, including the non ­

proscenium theatre, conference and meeting rooms, as well as circulation and

reception areas, and kitchen and storage facilit ies.

The second floor also accommodates the common loading facilities off

Alexander Street.

The third floor houses the Arts program spaces, incl uding classrooms, and

addit ional multi-purpose and office space.

The third floor also includes the balcony level for the theatre.

Proposal -August 19, 2010 New Westminster Mu lti Use Civic Facility

UPG Property Group

Attached to this proposal are the floor plans showing conceptual layouts for these floors.

The interior layouts shown on these plans are conceptua l and submit ted to relay the overall design

intent. It is expected that the interior layouts be developed further to the specific needs of the City

and the user groups of the Civic Centre. Any interior walls ca n be located to suit. However, the

exterior walls, structural elements and vertical transportation elements are to be located as shown.

2 Office Tower SD(t](~)

The second major component of the Project is the Office Tower, which will rise ;toreys above the

storey podium of the Civic Centre (floors S•?rr)lf:)). The Office Tower contains approximately s P(:)U/

square feet of first class office space. The lower (41h) f loor of the office tower would be approximately

s·,?c-,JF) square feet in size, with the upper f loors reduced in size to SPI'd(t:) square feet.

The office building will be constructed to class A office build ing standards, which represents t he 'best

in class' and is commensurate with the newest office buildings in downtown Vancouver. The building

offers 9 foot high interior ceilings, floor-to-ceiling glazing, f irst class interiors, and modern building

systems.

The Office Tower entrance lobby will be located on Eighth Street to give the Office Tower co mponent

of the Project its own identity.

s <?Ct)('f:.)

3 Parkade

The third component of the Project is a large underground parking facility, which is located below the

Civic Centre and conta ins approximately ~' 7rrJ~~fk ing stalls over 2 levels. The parking facility is located

enti rely underground to improve the appearance of the Civic Centre. The Parkade entrance and exit

is located off Begbie Street.

Th e use of the Parkade is to be shared between the Civic Centre and the Office Tower, with the

Parkade allocated to the Office Tower during business hours, and to the Civic Centre after-hou rs and

on w eekends. Details on the operation of the Parkade are set out below.

The above 3 components will be physically separated f rom each other as much as reasonably practical, in

order to allow each component to operate independently. Each building component has its own separate

elevator core and entrance .

. . :"' ; 5

EXTERIOR DESIGN

Proposal -August 19, 2010 NEV•' Wes~ n;inster Multi U~e Civic Far.ili1)'

U?G Pror. ;cr~y Gro t•~,

The Columbia Street frontage at street level will be dominated by the Civic Centre and be designed to

respect the historical character of Columbia Street Stone and brick will be the primary building materials

to clad the exterior walls of the Civic Centre. The frontage is envisioned to be broken up into four distinct

components to mimic that the site is occupied by several different buildings. Glass and steel canopies are

to be provided along the Columbia and Eighth Street frontages, with the building entrances articulated.

Th e Office Tower will be set back from Columbia Street to visually separate t he two components. The

Office Tower is to be clad in a curtain wall glazing system with full height glazing panels in aluminum

frames.

At street level, the Eighth Street frontage will continue the traditional design of the Civic Centre at the

corner with Columbia Street, and then transition to the modern appearance of the Office Tower at the

office building entrance (midblock). The curtain wall glazing of the Office Tower is to be brought down to

street level at this location. This design visually separates the Office Tower from the Civic Centre and gives

the Office Tower its own, modern identity.

It is proposed that the parties will work together to develop signage criteria th at will give each of the Civic

Centre components and the Office Tower appropriate exposure.

ENVIRONMENTAL SUSTAINABILITY

The Civic Centre and Office Tower will be designed to meet LEED Gold standards for environmental

sustainability and energy and water conservation.

This high level of green building design is anticipated to be achieved through a number of improvements

including:

1. High performance exterior glazing;

2. Air conditioning systems featuring heat transfer and energy recovery ventilation;

3. Highly efficient lighting combined with modern lighting controls;

4. Water conservation through motion sensored equipment, and water conserving plumbing fixtures;

5. Direct digital control (DOC) systems on all major building equipment;

6. Machine-room-less (MRL) elevators.

UPG is experienced in developing and managing green buildings. In 2008, it developed Westminster

Centre South, the first LEED Gold market office building in the Metro Vancouver area.

OFF SITE IMPROVEMENTS

Proposal -August 19, 2010 New Westminster Multi Use Civit Facil i ty

UPG Property Group

Sidewalks surrounding the Project will be replaced with new decorative sidewalks complimenting the Civic

Centre. New boulevard t rees will be planted on the Columbia and Eighth Street frontages. New street

furniture will be provided. The design and material selection for the sidewalks and street furn iture will

exceed the minimum standards set by the City in order to provide a superior level of quality and detail

commensurate with the Project.

It is proposed that Alexander Street be extended to Eighth Street (where the surface parking lot is

presently located) to provide truck access to the loading dock.

HISTORICAL REFERENCE AND PUBLIC ART

The area surrounding the Civic Centre site is historically significant in many ways, including it being the

location of the well known 1940 World War II photograph known as "Wait for me Daddy".

To recognize this historica l significance, we propose, as the community amenity contribut ion, to install a

large artwork depicting th is famous image on the exterior wall of the theatre of t he Civic Centre at the

level of the 2nd and 3'd floors of the building.

The image is proposed to be displayed in three large screens that are mounted in an angle to the building

facade. Each of the 3 screens shows a part of the overall image: the mother, the boy or the father.

Viewing the screens from a particular location along Columbia Street w ill make the 3 screens line up to

make the entire image visible. It is expected that this lively interpretation will develop into a well known

place of interest along Columbia Street.

Furthermore, it is proposed that the la rge prin t of the actual photograph will be displayed in a monument

sign in Hyack Square. This pedest rian scale sign will provide a description of the image and its significance,

and explain the large artwork mounted on the exterior wall of the Civic Centre.

ADJACENT LANDS

In order for the Office Tower to be successful, it is imperative that the City o wned property at 801

Columbia Street be developed in a manner th at is complimentary to the Office Tower. At present , the old

improvements on the site are a detriment to the streetscape and the adj acent bui ldings. A new, qualit y

commercial building with ground floor retail is envisioned. Alternatively, t he site could be developed as a

civic plaza leading to the Plaza 88 complex.

: : .. :-- I 7

Proposal -August 19, 2010 New Westminster Multi Use Civic Facility

UPG Ptop<:r·t \' Gro•.q.l

RESPONSES TO RFP QUESTIONS

This section addresses the specific issues and questions listed under Section 8.0 in the Request For

Proposal NWRFP-10-17.

A. PARKADE

The Parkade is a cast-in-place concrete structure located completely below grade. Shoring will be provided

by way of a combination of conventional shotcrete and soil anchors (along Begbie Street and part of the

north property line) and sheet piles (along Columbia Street, Eighth Street and part of the north property 51~("1) (f")

line) . The Parkade provides approximately stalls over 2 levels, and requires t he site to be excavated to

a depth of approximately 20-25 feet below the Columbia Street elevation. The foundation will be placed

on piles where needed.

The Parkade will be allocated to the Office Tower during regular business hours, and be open to Civic

Cent re users after-hours and on weekends.

:>r':>CJ)(Fi Sl >/l)(f.)

With a capacity of approximately stalls, the Parkade provides a parking ratio of stalls per 1,000

square feet of office space. This ratio is competitive in the regional office market for suburban office

buildings located on SkyTrain. Comparable projects in Burnaby offer parking ratios ranging from 1.33 stalls

per 1,000 square feet (Metro Tower 3) to 2.0 sta lls per 1,000 square feet (Lake City).

Parking for the Office Tower will be by random parking as much as practical in order to maximize the use of

the available stalls. Experience has shown that random stalls increases the use of parking stalls by an

average of 10 to 15% over reserved parking.

Any excess parking capacity (those stalls not rented on a monthly basis to Office Tower tenants) will be

made avai lable to members of the public during the daytime. After regular business hours (Monday to

Friday, 7:00am to 5:00pm), the Parkade will be open to the publ ic to allow Civic Centre patrons to utilize

the ful l park capacity available on site.

Parking fees will apply to all parking stalls in order to avoid unauthorized parking (i .e. Skytrain commuters),

deter the use of private automobiles and encourage alternate modes of transportat ion, and to provide

revenue to offset the capital cost as well as the ongoing cost of operating the Parka de. Parking fees will be

consistent with other parking facilities in the area, and will set by UPG based on mar ket conditions.

The revenues from operat ing the Parkade will be to the account of UPG, as UPG will pay for the capital cost

of the Parkade (see ' Financial Terms' below) and pay for the ongoing cost to operate and maintain the

Parkade.

UPG acknowledges the report by Bunt & Associates of June 18, 2010. As we do not have information on

the operating hours of the Civic Centre, or the specific programming to be offered at the Civic Centre, it is

difficult f or us to comment on the Civic Centre parking demand. As it relates to the parking demand for the

Office Tower, comparable new office projects in Burnaby indicate parking demand ranging from 1.33 stalls

to 2.0 stalls per 1,000 square feet of office space (as detailed above). Considering the specific location and

Proposal -August 19, 2010 New Westminster Multi Use Civic Facility

UPG Property Group

SIX!X.<) anticipated tenant mix of the Office Tower, we believe that the supply of stalls per 1,000 square feet as

proposed will, at a minimum, meet the actual parking demand of the Office Tower, but more likely

generate a limited amount of excess parking capacity. Considering that the two components of the Project

operate primarily at different times of the day and week, the synergy of sharing the available parking

capacity among the two components eliminat es the need for separate parking facilities for each.

B. ENVIRONMENTAL

UPG acknowledges receipt of the Phase 2 Environmental Site Assessment report by Trow Environmental

dated December 2009. The report indicates no specific reasons for concern, however, the absence of

contaminated soils is not guaranteed.

If any contaminated soils are encountered during excavation, the cost of the removal and disposal of the

contaminated soils are the responsibility of the City, as the owner of the site.

We propose that, as part of the tender process, we obtain unit pricing for the removal and disposal of

contam inated soils. If contaminated soils are encountered, the City would pay for t he increase in the costs

as compared to the basic cost for the removal and disposal of clean soil. Also, the City wou ld pay for the

cost of supervising and administrating the removal and disposal, including consultant fees.

C. DEMOLITION OF EXISTING BUILDINGS

We propose that the demolition of the exist ing buildings on the site, including the removal of any

hazardous materials, be undertaken by the City immediately following vacant possession on January 31,

2011, and be completed by no later than April 30, 2011. This would allow the site to be ready to start

shoring and excavation by May 1, 2011. The cost of the demolition o f the existing structures, capping off

the existing utility connections, and the abatement of any hazardous materials within them, is the

responsibi lity of the City.

D. UTILITIES

It is understood that certain local water, sewer and electrical services are located below Alexander Street,

part of which is to be closed. These services will need to be relocated or removed as part of the Project.

The estimated cost of the relocation of these services will be shared between the Civic Centre and the

Office Tower. The City will make available the extended Alexander Street (where the su rface parking lot is

currently located) or a right of way over this area for rerouting these utilities to Eighth Street.

New utility connections to the Project will be sh ared between the Civic Centre and the Office Tower in

direct proportion to the areas of the respective components.

!0

Proposal -August 19, 2010 New 'Nf.Scn,ir'ls~er Multi Use Civic Facili ty

UPG Prc ;.r'rty Grcup

It is assumed that the Project will be serviced with a single connection for each of the following utilities:

electricity, water, sanitary sewer, storm sewer and natural gas.

Information meters will be installed to meter the actual consumption within each component of the

Project, including the Civic Centre, Office Tower, Parkade and the retail units. The utility accounts will be

in the name of UPG, and UPG will invoice each component (including the Civic Centre) for the actual use by

such component at the same rat es as if such component would have its own meter.

E. ELECTRICAL AND MECHANICAL SYSTEMS

Electrical systems

One large electrical equipment room is proposed to service the entire Project. This room is located in the

Parkade and houses the transformers, disconnects, distribution boards and all related electrical

equipment. Smaller sub-electrical rooms are located within the various components of the Project to

house secondary transformers and the electrical panels serving each component. The capital cost of this

equipment is allocated to each component of the Project.

UPG will be responsible for the ma intenance, repair and replacement of the electrical equipment, and the

cost of such maintenance, repair and replacement will be shared between the various components in

proportion to their respective use of the equipment.

A digita l electrical metering system will be installed to measure the electrical usage and demand by each

component of the Project.

Mechanica l systems

Certain components of the mechanical system, including the fire sprinkler system and domestic water

booster pumps, will be shared equipment. This equipment will be located in mechanical room in the

Parkade level. The initial capital cost will be allocated to each component of the Project.

UPG will be responsible for the maintenance, repair and replacement of the shared mechanical equipment,

with the cost of such maintenance, repair and replacement will be shared between the various

components.

Other compon ents of the mechanical systems, such as the HVAC systems, will be specific to each section of

the Project and will be located within such section. The initial capital cost of the mechanical equipment

will be all ocated to each component of the Project. The cost of operating, maintaining, repairing and

replacing the equipment will be the responsibility of the owner of each component. As such, the City will

pay for the cost of the operating and maintaining the equipment servicing the Civic Centre.

The intent is to ensure that the operating costs of the mechanical and electrical systems are allocated

equitably and fair ly to each component of the Project in direct correlation to their use and demand on the

systems.

t I

Proposal -August 19, 2010 New Westm inster Mu lti Use Civic Facility

UPG Property Group

F. COMMON SPACES AND SERVICES

To simplify the operation of the Project, it is proposed that the Project be designed so that each

component operates as independently as possible. However, some facil ities and services will be shared.

These include the following:

Service Roo ms: Common service rooms, including electrical and mechanical rooms, will be located

primarily in the Parkade. These rooms and the shared equipment will be operated and

maintained by UPG with the cost shared equitably between the various components of

the Project.

Loading bay:

Recycling:

Mailroom:

Stairwells:

One common loading bay is provided off Alexander Street. The loading bay is managed

jointly by the on-site staff of the City and UPG, with each component having access to the

loading bay as required by their specific needs. The maintenance of the dock will be a

common cost shared by UPG and the City.

Recycling and waste removal facilit ies will be incorporated off the loading dock on the 2"d

floor. Such services will be jointly managed by the City and UPG's on site management

staff, with the cost of these services allocated fa irly in proportion to the amount of waste

material generated by each component.

It is anticipated that Canada Post will permit separate mailrooms for each of the Civic

Centre and the Office Tower. If so, UPG and the City will be responsible for their own

mailrooms. If not, it is likely that a common mailroom wi ll be located in the base of the

Office Tower, and if so, the City will be provided 24/7 access to the mailboxes allocated to

its functions within the Project.

The Civic Centre and the Office Tower will each have its own entrance lobb ies and

elevator cores. Thus, these are not shared facilities. However, the Office Tower and the

Civic Centre share some of the fire exit stairwells in the Project in order t o avoid the need

for duplicate stairwells. The cost of operating and maintaining these stairwells will be

shared equitably between the parties.

The Parkade will not be a shared facility but will be managed by UPG as set out above.

Management:

UPG will have on-site building management staff to manage both the Off ice Tower and the Parkade. It is

assumed that the City will also have on site management personnel in the Civic Centre. We envision that

the responsible staff members will develop a good working relationship and manage th e common facilities

of the Project in a professional·and responsible manner to enable each component to succeed.

G. RETAIL

Proposal -August 19, 2010 Nev1 VvestminstE:r fVlulti Use Civic Facility

UPG Property Group

A street front retail component is located on the ground floor fronting Columb ia Street and Eighth Street,

as shown on the main floor plan .

..S 1 7 £r) (~)

The retail component will be approximately 10,000 square feet in size. The majority of the retail space is

envisioned to be leased to a high quality full service restaurant (approx 7,200 sq uare feet). The balance of

the retail space would be suitable for smaller retail business such as a coffee shop. Such uses would

complement the Civic Centre and the Office Tower.

The retail space would be subject to a restrictive covenant, limiting its potential uses to those that are

complimentary to the Civic Centre and the Office Tower, and controlling the exterior appearance as well as

sign age.

s ' ";>("i ){f')

s /7u) cf:) the retail space, UPG offers to assist the Cit y with attracting quality tenants and managing 'f"l>r, YF')

the retail space. If so, UPG will charge a management fee of of revenues. In that case, the risk and cost

of leasing the space, including the leasing commissions charged by commercial real estate agents and

tenant allowances or build out costs, would remain the City's responsibility.

H. LAND OWNERSHIP

We propose that two separate air parcels are created: one for the Office Tower and one for t he Parkade.

Both air parcels are to be owned by UPG.

The Civic Centre and the underlying land will remain in the City's ownership.

The f irst air parcel will consists of the following areas:

The airspace from level 4 floor slab and above, containing the Office Tower;

Th e office lobby on the ground floor;

The elevator core of the office building as it penetrates the ground, 2"d and 3rd floors (the core

consists of the elevator hoistways and the fire exit stairwells, including the structural walls);

Any service shafts through the Civic Centre which service the Office Tower from the Parkade

below.

):;

Proposal -August 19, 2010 New Westm in~ter Multi Use Civic Facility

UPG J.lro ,:eny Gruup

The second air parcel will consist of the following areas:

The complete underground parking structure;

The parkade access ramp from Begbie Street.

Easements would be granted over certain areas to provide mutual access to shared facil ities, utilities,

loading and service areas. These include:

City access to service rooms (i.e. mechanical, electrical) located within the Parkade;

UPG access to certain defined service shafts through Civic Centre which service t he Office Tower;

UPG access to the loading dock in order to access the service elevator of the Office Tower;

Mutual access to various roof areas for roof top equipment.

It is assumed the current C-8 zoning will remain in place for the air parcels.

I. PROGRAM SPACES

The floor plans for the Civic Centre attached hereto have been developed t o incorporate the functions

identified in the City's documentation provided. These include:

Conference Centre:

Theatre:

Pre-function Space:

The Conference Centre contains 6 meeting rooms of varying sizes (from 1,000 to

2,800 square feet) totalling 11,000 square feet of meeting space (not including

circulation and pre-function space). The meeting rooms are located on the 2"d

f loor of the Civic Centre, which provides for interior ceiling heights of

approximately 14 to 15 feet.

These spaces are proposed to be designed to be flexible, multi-purpose spaces

with movable partition walls. As such, the three large meeting rooms facing

Columbia Street can be combined to create one large banquet hall like space of

approximately 7,000 square feet.

A non-proscenium, flat floor theatre measuring 7,000 square feet in size is

provided on the 2"d floor. The space is approximately 28 to 30 feet (or 3 storeys)

high to the underside of the steel roof structure.

A balcony is provided on all 4 sides of the theatre, and is accessible off the 3'd

floor.

A large open pre-function space of approximately 3,500 square feet is provided

adjacent to the theatre. Combined with approximately 2,100 squa re feet of

circulation spaces, these areas provide ample opportunity for soft seating and

informal gathering spaces.

Food Services:

Back-of-House:

Arts Centre:

Pre-function Space:

Office Space :

Museum:

Gallery:

Proposal -August 19, 2010 NE:w vVest r.~inster Multi Use Civic Facilir:.y

UPG Prnpp;ty Gt cup

A commercial kitchen and food service facility serves the Conference Centre and

the Theatre.

Immediately adjacent to the theatre are two blocks of "back-of-house" spaces.

On the 2"d floor, 2,160 square feet is available for Theatre Storage. On the 3'd

floor above, an additional 2,160 square feet is ava ilable for technical rooms,

green rooms, change rooms, and sim ilar back-of-house functions.

The Arts Centre is located on the 3'd floor of the Civic Centre and provides

approximately 9,600 square feet of space in rooms of varying sizes. These

rooms can be developed as needed for performing arts, fine arts, or studio and

classroom spaces.

In addition, a gallery measuring 2,200 square feet is provided on the main floor

(see below) .

The third floor also offers a large open pre-function space (similar to the 2nd

f loor). This space measures 3,200 square feet, and can be used for a variety of

uses. In addition, this pre-function space also provides access to the balcony

level of the theatre.

In addition to the two passenger elevators, an elegant spiral stairwell is proposed

to connect the pre-function spaces on the second and third floors.

Approximately 6, 700 square feet of office space is provided along the entire

North side of the 3'd floor. This space can be allocated to administrative

functions for the Civic Centre, or to other civic uses.

The museum is located on the ground floor. A total of 11,700 square feet is

available to be allocated among the museum, display space, archives and

museum storage.

A gallery is provided on the main floor, immediately adjacent to the Civic Centre

entrance. The space offers approximately 2,200 square feet of display space

with exceptional street front presence. This gallery could be easily shared with

the adjacent museum space as programming dictates.

With high ceilings and large open spaces that can be demised to suit the City's needs, the Civic Centre is

designed to be developed into multi-purpose facility offering exceptional programming flexibility. We

believe that the Civic Centre satisfies all those program components and proposed floor areas as detailed

in the documentation by B. E. Beck & Associates in all material aspects.

I~

J. ARCHITECTURAL PROCUREMENT

Proposal -August 19, 2010 New 'v'JE!str.1inster Multi U~ t: Civic Facili ty

UPG r•10perty Grot:p

It is proposed that there will be one architect for the Project, wh ose scope of work includes the Office

Tower and Parkade, and the shell of the Civic Centre ("the Base Building"). The City will then select its own

architect or designer to design all the interior spaces of the Civic Centre (the "Civic Centre Fit Out" ).

The architect for the Base Building will be hired by UPG and be selected from a shortlist of architectural

firms that have the expertise and experience in designing large mixed use projects.

The architect/designer for the Civic Centre Fit Out will be selected by the City, and will be responsible for

the interior layout of the Civic Centre, including demising the various spaces into rooms, designing the

interior spaces, and selecting all interior finishings. However, the location and size of the Theatre, as well

as the locat ions of the elevator core and columns from the office tower above, are set as they have

sign ificant impact on the overall structure.

The Base Building architect will be responsible for designing the exterior of the Project to the satisfaction

of both the City and UPG. However, the Base Building architect will report to UPG as it is responsible for

the completing the Base Building.

It is anticipated that the design and approval stage of the Base Building will take place from September

2010 to February 2011, with the design of the Civic Centre Fit Out to follow.

K. GENERAL CONTRACTOR

We propose to use a conventional tender and a fixed price, lump-sum contract for the construction of the

Project. This ensures competitive pricing. Current market conditions in the construction industry would

allow a competitive tender process to be successfu l.

We propose that the Base Building be tendered separately from the Civic Centre Fit Out. Th is will allow the

construction of the Base Building to start in May 2011, to make use of the summer months for excavation,

while allowing sufficient time for detailed design of the Civic Centre Fit Out and fu ll consultation with the

various user groups.

The Civic Centre Fit Out can be tendered at a later stage. If the General Contractor for the Base Building is

competitive, then the Civic Centre Fit Out can be completed by this contractor. If another general

contractor is more competitive, then the 2"d contractor would complete the interior work once the Base

Building has advanced enough to allow that interior work to take place.

lb

L. CONSTRUCTION ESTIMATES (hard costs only)

Proposal -August 19, 2010 Nevt WE:stmi nster f\1ulti Use Civic Facility

tiPG Prcpertv Group

The Project, as detailed on the floor plans attached hereto, have been priced by a qualified general

contractor. The direct, hard construction costs, without any contingencies or associated soft costs, are

estimated as follows:

1. Site Works (incl. shoring, excavation) :

2. Parkade (incl. elevator lobbies):

3. Civic Centre Base Building:

4. Civic Centre Fit Out: s ' / rr)f'~

S. Office Tower (shell only) :

It is important to note that the above estimates are based on current market condit ions, and, for clarity, do

not include the following :

a. All soft costs (architectural and engineering fees, project management and all other soft costs);

b. Contingencies for unforeseen costs or cost overruns;

c. Fixtures, furniture and equipment;

d. Fit out of the office tower;

e. Marketing and lease up costs;

f. Development profit;

g. Cost related to changes or additions to the scope of work.

As such, the above figures are not reflective of the actual, total project costs.

These cost estimates are based on commencing construction in May 2011. If the Project is delayed, higher

costs are anticipated due to weather conditions and changing market cond it ions in the construction

industry.

M. FINANCIAL PROPOSAL

Please see the chapter t itled 'Financial Terms' below.

N. COMPLETION ASSURANCES

UPG is committed to commencing construction of the Project as soon as practical. It will allocate all

required resources to the Project to ensure it advances as expediently as possible.

UPG has no other projects on its work plan at this time, except for a small reta il/office building at 500 Sixth

Avenue in New Westminster. This bui lding is relatively sma ll in scale and well advanced in its design and

municipal approvals.

11

0. COMMERCIAL COMPONENT

Proposal -August 19, ZOlO f-Jew Westrninster Mult i Use Civic ra:::;iity

tJ :?G Prcpprl\' CrOI!P

The Office Tower will be a first class mid rise office building designed to cater to a regional market .

Tenants that will likely be attracted to the Office Tower include s 1 ;;; c-• )('~) uses

that serve the Metro Vancouver area. The Project's central location in the Lower Mainland and immediate

access to SkyTrain are key factors for these users, and will contribute greatly to the successful lease-up of

the Office Tower.

The relatively large floor plates of the Office Tower (comparable to major towers in downtown Vancouver)

make th is building attractive to large office users. Based on market conditions, we anticipate that t he

Office Tower will be leased s t7(J )(F) tenants, such as

engineering and other professional firms.

The Office Tower will have i ts own, on-site management team. This team includes a fu ll time building

engineer, who is responsible for the technical aspects of the building, and a building manager. On-site staff

also includes security personnel, and day time and night time cleaning staff. The on-site team will be

supported by UPG's key personnel based at its existing New Westminster office.

In order for the Office Tower to be successful, the following requirements must be met:

1. Large office floor plates (minimum 15,000 square feet useable area per floor for the majority of

f loors, with 1 or perhaps 2 larger f loor plates at the bottom of the building);

2. Adequate on-site parking (see comments under Parking above);

3. Class A building featuring all modern building systems (HVAC, card access, fast elevators etc.);

4. Curtain wall glazing systems to allow floor-to-ceiling glass (to allow lots of daylight);

5. Separate building identity (not be a secondary component to another building);

6. Located in immediate vicinity of a SkyTrain station;

7. Designed to LEED Gold standards.

8. Outdoor amenity space.

Under the current market conditions, and with the knowledge that several larger office mandates will be

coming to market in the next 6 months, we foresee that we will be able to secure adequate pre-lease

commitments for the Office Tower by January 1, 2012.

WORKPLAN AND SCHEDULE

Proposal -August 19, 2010 New Westminster Mufti Use Civic Facility

Ur--G r·roperty Group

UPG acknowledges the requirement for the Civic Centre to be completed by the end of 2013. This

completion date is certa inly achievable, but will require both part ies to be diligent in avoiding changes to

the scope of the Project and changes to the design once the drawings have been completed.

Furthermore, in order to ensure that the Project is completed in time, it is critical that the excavation and

construction of the Parkade begins in May 2011. This allows us to make use of the summer season for

excavation, which reduces risk of weather delays and cost overruns.

Section 10.0 of the RFP also anticipates a similar (June 2011) construction start, but suggests that the

Parka de component be separated from the Civic Centre in order to meet that start date.

We propose a slightly different approach, and suggest that the Parka de, Office Tower, and the shell of the

Civic Centre (the "Base Building") be designed and tendered as one package. The Civic Centre interiors

("Civic Centre Fit Out") would be designed and tendered separately. This would allow adequate t ime for

the detailed design of the Civic Centre Fit Out and for publ ic consultation, without risking the overall

project schedule.

The benefits of separating the Civic Centre Fit Out from the Base Building are:

1. Allowing the Base Building to commence construction while providing for more time for design

and consultation for the Civic Centre Fit Out, as outlined above.

2. Each component (i.e. museum, theatre, arts centre) can be compartmentalized and developed

individually. If the cost to complete each component is lower or higher than expected, the level of

finishes can be adjusted.

Developing each space individually may also enable additional fund ing sources be tapped (i.e. perhaps

certain grants are available for developing the museum) .

W ORK PLAN AND SCHEDULE

We propose the following Work Plan and Schedule:

Citv-UPG Agreements

September 2010: Letter of Intent between the City and UPG.

September 2010: Letter by the City to authorize UPG to introduce the Project (the Offi ce Tower and retail

component) to select prospective tenants.

September to November 2010: Preparation and detailed negotiations of contractual agreements.

March 2011: Execution of agreements (following municipal approvals of the development ). Creation and

registration of air parcels.

Design Team Selection

Proposal -August 19, 2010 New Westmirsler fv~u!ti Use C;v;c Faciii~y

UPG P;qwnv Group

September 2010: Call for proposals by UPG for architectural and engineering services, and selection of

Design Team for the Base Building.

City to select its design consultants for the Civic Centre Fit Out separately.

Design Development

September 2010: Preliminary review by the City of the proposed floor plans of the Project. Continue

developing the floor plans.

October 2010 to December 2010: Design Development phase (once the full Design Team is in place).

Coordination between UPG and City consultants.

November 2010: Submission of development plans to the City to commence review of t he Project by City

staff (planning, engineering, parks) and committees.

October to December 2010: City to conduct the design development of the Civic Centre Fit Out, including

functional layout of program spaces. Detailed design can follow in 2011, see below.

Public Consultation and Council Approval

January to February 2011: Public consultation for the Project (rezoning and development approvals, but

excluding the Civic Centre Fit Out). Council consideration .

March 2011: Final City approvals and finalize contractual agreements.

Demolition (by City)

September 2010: Pre-demolition survey of the existing buildings on the site.

November 2010: Tender of demolition.

February 2011 to April 2011: Hazardous materials abatement and demolit ion of existing structures by City.

Working Drawings

January to February 2011: Completion of working drawings for the Pa rkade, Office Tower, and Civic Centre

Base Building (shell only), including specifications.

Tender and Contract Award

March 2011 : Tender of Base Building.

April 2011: Contractor selection and negotiation of fixed price contract between UPG and Contractor.

Construction

May 2011: Contractor mobilization and commencement of shoring installation.

June 2011: Excavation start.

December 2011: Parkade complete. Start of Civic Centre Base Building.

September 2013 : Construction completion.

Proposal -August 19, 2010 l'!ew Westminster Multi Use Civic Facility

U?G Prcpeny Grou p

A construction schedule has drafted by our construction advisor, wh ich deta ils a 24 month construction

period. However, th is period does not include time for unforeseen circumstances, events or conditions

(i.e. weather related delays, site conditions, material delivery delays, and similar potential issues).

Civic Centre Fit Out

The design and consultation for the Civic Centre Fit Out can occur during 2011, with this portion of the

work tendered in the spring of 2012 and being added to the scope of work (or completed separately)

commencing mid 2012, with the completion in mid 2013 . As such, the Civic Centre Fit Out can be

completed during the same t ime as the construction of the Office Tower.

Commitment

UPG is committed to complete the Project in accordance with the above Work Plan and Schedule. The

Schedule is tight, in particular as it relates to achieving a construction start in May 2011. UPG will allocate

all required resources to the Project to stay on schedule.

It will be equally important that the City prioritize the Project and allocate the required staff time to the

Project to achieve the public consultation and Council consideration phase in accordance with the above

schedule.

' 20

FINANCIAL TERMS

Proposal -August 19, 2010 New Westminster ~/oulti Use Civ;c Facitity

UPC:: f'tOF•t!n'{ Croup

In general terms, UPG proposes to build t he Civic Centre, Parkade and Office Tower.

s ~ ><"'t ) (t=)

The City wil l own the Civic Centre and the underlying land. The Office Tower, t he Parkade and the retai l

space on the ground f loor will be located in newly created air parcels, which will be owned by UPG.

The financial det ails associated with this Proposal are outlined below:

Cost to complete the Civic Cent re

Based on the scope of work shown on the f loor plans, the tot al cost to construct the Civic Cent re, including

one level of parking, is estimated as follows:

Civic Centre Base Building

Construct ion Costs

Port ion of Site Works, Off Sites

Total Hard Costs

Contingency (4 %)

Soft Cost s (10%)

Subtotal

Project Admin (3%)

Total Cost Base Building

Civic Centre Fit Out (allowances)

Construction Costs

Contingency (4%)

Soft Costs (15%)

Subt otal

Project Admin (3%)

Tota l Cost of Fit Out

Summary of Costs

Civic Centre Base Building - Total Costs- see above

Less UPG Purchase of Retai l Space

Net cost of Civic Cent re Base Bu ilding

Demolition of exist ing buildings on the site

Civic Centre Fit Out - Total -see above

Total Cost of Civic Centre (including soft costs)

Note 1

Note 2

Note4

Note 3

Notes:

Proposal -August 19, 2010 New Westminster Multi Use Civic Facility

UPG Propt>rty Group

1. The numbers above includes related soft costs, including architectural and engineering.

2. The Civic Centre Fit Out costs are estimated costs as no defined specifications or plans are yet

available. To estimate these costs, the actual construction costs for recently completed, similar

civic facilities were used.

3. This Project Cost does not include furniture, fixtures and equipment.

4.

5. If the City were to develop this Civic Centre independently, the cost of providing one level of

underground parking is estimated at $7,626,400.

Cost of Civic Centre Fit Out

The cost to complete the Civic Centre Base Building has been estimated based on the floor plans attached

hereto. We and our construction advisor believe this est imate is reasonably accurate as the quantitative

and qualitative standards are well defined.

The cost to complete the Civic Centre Fit Out has been estimated based on certain assumptions for

qualitative standards and the actual construction cost of recently completed projects. However, the level

of f inishes and the design scheme for these spaces have not yet been determined. As such, the City will be

responsible for the cost of the Civic Centre Fit Out (including soft costs) in excess of the amount shown.

f << 22

Proposal -August 19, 2010 r-l<'.w Vv'eotm ir.s:er ML1/ti Use Ci'JIC Facility

UPG P•cp<·rty G10up

Financial Proposal

UPG shall be responsible for and pay for:

Construction of the Project, including the Parkade, Office Tower, and the Civic Centre Base

Building (including the retail space, but excluding the Civic Centre Fit Out);

Shoring, piling, excavation, and disposal of soil (except contaminated soil, if any);

Off site improvements (decorative sidewal ks, curbs, street furniture, street lights);

Site servicing costs (including relocating utilities currently on Alexander Street);

Soft costs associated with the above;

Deliver th e Civic Centre to the City in a shell condition (as defined below).

The City shall:

Contribute the land for the Civic Centre site;

Pay the sum of s 1 7('!)(F) pius HST, for the Civic Centre Base Building and related Site Works;

Demolish existing structures, including the abatement of hazardous materials, if any; and

Pay for the removal of contaminated soils, if any.

Fu rthermore, UPG may, at the City's option, undertake the construction of the Civic Centre Fit Out at the

risk and cost of the City. 5 t? fi )("~)

The City will establish adequate funding to advance its costs of the Civic Centre from the Development

Assistance (DAC) Agreement with the Province of British Columbia, on a monthly draw basis consistent

with construction financing procedures used by institutional lenders, and using the services of a quantity

surveyor. UPG shall not be responsible for interim financing or interest costs and none is provided for in

the budget. The City will provide written confirmation from the Province that the Civic Centre as designed

meets the funding requirement of the DAC agreement. Progress draws for the Civic Centre will be paid

monthly and submitted to the general contractor.

For the purpose of this Proposal, the Civic Centre Base Building consists of the following level of finishes:

Smooth trowelled concrete floor;

Exposed structure above, exposed concrete co lumns;

Interior face of all exterior walls are drywalled and made ready for paint or wall coverings;

Mechanical units placed and connected to natural gas and electricity;

Sprinkler system to open plan;

Electrica l service brought to electrical panels in central locations on each floor;

Vertical transportation (3 elevators, 2 escalators) complete;

Fire exits and base bu ilding fire safety equipment in place based on an open plan.

All other improvements in the space will be considered part of the Civic Centre Fit out.

r> :.-g·. : 23

Financial Benefits to the City

Proposal -August 19, 2010 New Westminster Multi Use Civic Facility

UPG Prcperty Gr oup

By partnering with UPG on this Project, the City obtains the following financial benefits:

1. UPG will share the cost of the site works;

2. UPG will build and pay for the 2 level underground parking structure, which will be available for

Civic Centre after-hours and on weekends.

3. .5' I / (( )("(:')

4. UPG will allocate its expertise and resources to the successful completion of the Project, reducing

the soft costs incurred by the City;

5. The Project will generate approximately $200,000 in Development Cost Charges;

6. The City will attract a signif icant, first class, high rise office building, wh ich will support

employment and increase the tax base .

.$ 1/ ( t j(fj

OTHER KEY TERMS

A. ASSUMPTIONS AND CONDITIONS

Proposa l -August 19, 2010 !-Jew Westm inster Multi Use Civic Faci!ity

UPG PtOf:t'rt\' Grullp

This Proposal is based on the following assumptions and conditions:

1. The City obtain ownership (through a land swap for part of Alexander Street or otherwise), or

make available via a Statutory Right of Way, a portion of the surface parking lot to the north of

the Civic Centre site. This parcel of land is important to the Project in order to:

a. relocate underground utilities currently located on Alexander Street;

b. provide access to trucks seNicing the Project w ithout the need for a large interior loading

dock;

c. be able to re-grade part of Alexander Street to make the loading dock elevations work;

d. locate jet grout piles outside the Project site on th is north elevation , if needed.

2. Shoring systems may be placed on City property (underground) if and where needed.

3. The City assumes responsibility for contaminated soils on the site, if any, and for the removal of

any hazardous materials contained in the buildings to be demolished from the site.

4. The City commences the demolition of the existing bui ldings on the site by February 2011, and the

site is ready with municipal approvals in place by May 1, 2011.

5. The City will not levy its Development Cost Charges, or permit fees or other charges on the Civic

Centre Base Building or Fit Out. However, it is assumed that these costs wi ll be charged on the

Parkade and Office Tower components.

6. It is assumed that Permits and approvals will be in place to allow the development to commence

in May 2011. If the Project is delayed beyond the reasonable control of UPG, UPG reserves the

right to revisit the projects costs as we cannot foresee the conditions in the construction industry

beyond this time frame. UPG will not be responsible for delays to the Project beyond its

reasonable control.

7. Insufficient t ime was available before this Proposal was due to do full due diligence on the cost of

the construction shoring (sheet piling cost) and the cost of utilities. Best guess construction

estimates have been included in the construction cost s. We reserve the right to revisit these costs

if the costs prove to be significantly different.

8. The construction costs noted in this Proposal is based on the Project as shown on the drawings

and based on the basis of budget provided by our construction advisor. If market cond itions

change, or if the design of the Project changes materially and additional costs are incurred, such

additional cost w ill be the responsibility of the City.

Proposal -August 19, 2010 N~w VVe5tminster Multi Use Civic Facility

UPG Pr(JI)C! ty Group

9. Upon acceptance of the Proposal, UPG is authorized to commence marketing the Office Tower

and the retail space, and the City will provide its written authorization for UPG to submit on RFPs

if requested.

B. BREAK FEE

If this Proposal is accepted by the City and both parties have entered into a letter of intent or an interim

agreement, UPG will commence the design of the Project and commit considerable effort and incur

significant expense to advance the Project before the City approves th e Project and enters into a binding

agreement to proceed with it .

If the parties enter into a letter of intent or interim agreement but, for reasons beyond the reasonable

control of UPG, the Project does not proceed, then the City will reimburse UPG for the actual out-of-pocket

costs incurred by UPG in the design of the Project and for preparing and negotia ting the necessary

agreements. UPG will not be ent itled to any reimbursement of its internal overhead and personnel costs.

C. LEGAL AGREEMENTS

In addition to the formal agreement for the development of the Project, it is anticipated that the following

additional agreements will be required :

1. Operating Agreement for the joint operation of common building systems and facilities. While the

Civic Centre and the Office Tower will operate as independently as possib le, there will be certain

systems or building equipment that these components share. Examples are f ire alarm systems,

sprinkler systems, certain elevators, etc. The parties would enter into Building Operating

Agreements for the operation, maintenance, repair and replacement of shared facilities and

equipment. The responsibility for these sha red components would be fair ly allocated between

the parties based on use, or on a proportionate share basis, as may be most applicable.

2. Operating Agreement providing for the use by the City and members of the public of the Parkade,

as detailed under Parking above.

3. First Right of Refusal: A mutual first right of refusal in case either party wishes to sell its interest in

the Project. If UPG wishes to sell the Office Tower, the City would have the first right of refusal to

purchase the Office Tower for its purposes. Similarly, if the City wishes to sell the Civic Centre,

UPG may wish to purchase it to allow it to control future uses of the Civic Centre space.

4. Restrictive Covenant to control the potential uses of the retail space and the exterior appearance

of the retail component. As referenced above, the use and exterior appearance of the retai l space

has an impact on both the Civic Centre and the Offi ce Tower, and it is in both parties' interest to

ensure the uses are complimentary .

. : 26

Proposal -August 19, 2010 New Wes~rr ,i nstc:r Multi Use c,,,;c F<Jcilitv

L!PG P:o perty Gro::p

5. Restrictive Covenant on the Civic Centre to prohibit potential future uses that may have a negative

impact on the Office Tower (i.e. night club, bingo or gaming venues, etc.).

6. No build covenant for the airspace above the theatre and Civic Centre roof. The easterly 130 feet

of the site is proposed to remai n undeveloped above the 4th floor. For the purpose of maintaining

views from the Office Tower, it is important this airspace remains clear and unimpeded.

7. Except if the roof deck is included in the air parcel for the Office Tower, a lease agreement in

favour of UPG for the roof deck on the 5th floor of the Project for the purpose of providing an

outdoor amenity space for the benefits of the office tenants, fo r the life of the building at a rental

of $1 per year.

8. A covenant by the City to demolish the existing improvements (vacant building) on the City own ed

property at 801 Columbia Street, and to improve the property in a manner that is complimentary

to the Office Tower.

9.

10.

D. PROPRIETARY DESIGN CONCEPTS

In presenting this submission to the City, we have produced renderings, design concepts, design

components and related cost estimates (collectively the "Design Features") which are proprietary in

nature. If, for whatever reason, the parties are unable to conclude a binding agreement for the Project,

we, on behalf of ourselves and our consultants, reserve all r ights in respect to the Design Features,

including the right to prohibit their use except with our written approval."

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