Chernen Hootsuite Documents

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5 EAST 8th AVENUE - ALLEGED FRAUD
TABLE OF CONTENTS
of $ 1,155,000 - 3,000,000 Undisclosed "purchase Option Derivative" Brief.
1. COVER PAGE
2. TABLE OF CONTENTS
3. VARIOUS FRAUDS ALLEGED AGAINST UPPER CITY MANAGEMENT
4. INFOGRAPHIC
5. SUMMARY
6. SUMMARY
7. KEY CITY STATEMENTS AND EMAIL ACKNOWLEDGING MAYOR AND CITY
MANAGER IN CHARGE
8. INTERNAL CoV EMAILS
9. INTERNAL CoV EMAILS
10. DERIVATIVE OPTION CALCULATIONS,VALUATION MODELS & CONCLUSION
11. DERIVATIVE OPTION DESCRIPTIONS
12. DERIVATIVE OPTION CALCULATION
13. DERIVATIVE OPTION CALCULATION (lowest possible value)
14. SAMUELSON McKean FORMULA FOR "REAL OPTION" PRICING
5 East 8th Avenue - in additional bound sections alleged fraud package also
contains:
The Derivative Option Purchase Contract

The Invitation to Offer Procurement (disingenuous offer)
John Breckner affidavit
Key Internal CoV Emails
200 plus pages of redacted internal CoV emails about the deal
Compiled / created by Glen Chernen For the VPD - Financial Crime Unit - April 2014 - 778 877- 6360,
gchemen@gmail.com
CoV Owned - 5 EAST 8th
$1,155,000-3,000,000 Undisclosed
p
"Purchase Option Derivative"
Sold for $1
Value & Details Appear Intentionally Hidden by Upper City
Management for Almost 2 Years Until April 2014 Discovery
It appears to of been or had:
Breach of trust - High vulnerability of residents due to zero oversight
Large magnitude of fraud
High degree of sophistication
Long duration of dishonesty - ongoing
Large number of victims - "The City of Vancouver" and all its residents.
High efforts to conceal event/loss
Personal benefit to those granting
Many involved
Non Voluntarily Discovered by Extensive investigation
The Transaction Appears to Have been the following:
Embezzlement / defalcations
It appears the mayor and administration deliberately deceived in order to secure an (unlawful ?) gain for
advertising executive, Ryan Holmes, a strong poltical supporter of the Mayor.
It appears to be an illegal grant. (Vancouver Charter # 206)
done to increase the personal wealth and power of officials at the expense of the city
Money Laundering
Proceeds of a criminal act turned into legitimate funds by
1. Placement of asset into the financial system by the granting of the 3 year 8 month purchase option
derivative for $1.
2. Complex financial transaction
3. Acquiring the wealth for Ryan Holmes - via - leveraging fraudulently obtained derivative to obtain more
loans and investments, $700,000 renovation gift, and 7 months free rent.
Misleading representation
Fake "for sale" tender. Never truly for sale by the City of Vancouver
Hiding the value of the option & significance from minority voting councillors of opposition.
Collusion
Working with purchaser against the city, keeping it secret and preventing its discovery.
Ryan Holmes / Robertson Conflict
Mayor Gregor Robertson did not disclose his relationship with Ryan Holmes
prior to or during the council meeting of June 27th, 2012.
ayor
Gregor Robertson
Details of contract
ÎH_. HIDDEN until FORCED
by BC Privacy
Two days before the last election: A 3 year 8 month purchase option Commissioner
Ryan Holmes / HootSuite hosted, derivative worth between

promoted, and assisted Mayor 1 million and 3 million dollars
Gregor Robertson at their head was sold to Ryan Holmes
office with an election campaign
for 1 dollar
event
- City gave FREE $ 700,000
This UNDISCLOSED campaign renovation grant
contribution was worth thousands of - City gave 7 month free lease
dollars, breaking campaign disclosure (Value $ 400,000 f}

laws
II V Hootsuite is a social
Media and advertising
company which offers
political specialties in
analytics and real time
polling
V
ROBERTSON CONFLICT - 5 EAST 8th AVENUE - ALLEGED FRAUD
The Undisclosed $2,000,000+/- Financial Derivative Sold for $1 to CEO, RYAN HOLMES
Mayor Gregor Robertson was given free event hosting and promotion by Ryan Holmes and
Hootsuite in the last election as well as post election. Two days before the last election, they
hosted and assisted Mayor Robertson at their head office with an election campaign event that
they called a "town hall".
Ryan Holmes assisted/endorsed Robertson and provided the use of his Hootsuite/lnvoke offices
with its attractive and trendy location for election marketing. Robertson also received staff
support and promotional tweets from many Hootsuite employees to their many thousands of
followers and Vancouver residents.
Ryan Holmes leads an advertising & social Media Company, real estate management company,
and food delivery service. His advertising company create websites that offer political specialties
in analytics and real time polling. The event was an undisclosed campaign contribution worth
thousands of dollars. It appears to have broken campaign disclosure laws by ignoring Van
Charter # 62 (7) Duty to file disclosure statement.
RYAN HOLMES / HOOTSUITE RECEIVED - All of the below:

$1 down payment on $9,700,000 property via a derivative. Hidden from public.
A valuable high risk and hidden $1,000,000- $3,000,000 derivative, based on the
underlying 3 year 8 month time value of the purchase option for the property at a set price
of $9.3 million. Neither contract or value was voluntarily disclosed. It was sold for $1
A free $700,000 renovation gift hidden from the public for 20 months until discovery.
7 months free lease (value $400,000+) hidden from public for 20 months.
A slightly under market lease rate.
Property was sold at least $2,000,000 less than what the city claims to have sold it
for and and well below the market value appraisal of $9.9 million
Sold at least $300,000 LESS than the highest offer which was rejected by the city.
fast tracked voting and approvals
access to all the highest level decision makers including the mayor from day one, when
Ryan Holmes submitted his offer and it was sent straight to the Mayor.
An exclusive negotiation, no competitive bidding, no other parties informed of the offer for
the (a) derivative or the (b) lease.
SOLD ABOUT 24% UNDER MARKET VALUE
The market value according to the City of Vancouver was between $9.6 - $9.9 million dollars.
The true current market value of the Hootsuite offer at the time of acceptance was only about
$7,200,000 or less, after all the discounts are applied. According to City of Vancouver Real
Estate Associate Director, John Breckner in his affidavit, that is too low to accept. Breckner
states the city must only accept offers that match or beat current market value according to city
policy. Selling the derivative for $1 appears to have broken Vancouver Charter # 206, giving a
grant tO a "fo:" profit institution". Compiled / created by Glen Chernen For the VPD - Financial Crime Unit - April
2014 - 778 877- 6360, gchernen@gmail.com *
CONFLICT OF INTEREST - Van Charter #145.3
Mr. Robertson did not disclose his relationship with HootSuite and Ryan Holmes prior to, or
during the Council Meeting of June 27, 2012 in which the city voted to approve the lease with
"option to purchase" for the city owned property at 5 East 8th Avenue to HootSuite Media Inc, nor
did he file a campaign disclosure for their 2011 election assistance. Van Charter #145.3
November 17 2011, Mayor Robertson was hosted at Hootsuite offices for his pre election event
that was endorsed by Ryan Holmes & hootsuite. Robertson must maintain that it had "no value"
because it appears to be an undisclosed campaign contribution.
False or incomplete campaign disclosure reports are further grounds for dismissal under
Vancouver Charter 64.3
THE "FOR SALE ONLY" TENDER PERIOD -

Requirements:
2 showings only
on market 60 days as opposed to normal 180 days.(Feb 10 2012 - April 13 2012)
Offers irrevocable until May 13 2012
$200, 000 down payment required
$9,600,000 payment in full required in 90 days or less. (July 9 2012)
Requirement to agree and sign strict offering ground rules or have offer disregarded.
TEXT FROM THE OFFER PACKAGE:

"In no event does the city owe any offeror: fairness, impartiality or procedural fairness in the sale
process " " or a duty to preserve integrity of the sale process ".
"offers which contain qualifying conditions or otherwise fail to conform to the sale package may
he disqualified or rejected".
"The city will offer two opportunities to view the property in advance of the deadline for offers ".
"Notify Melinda Chan, City of Vancouver, Real Estate Sennces, in writing by 4:30pm, 3 days in
advance of their selected viewing date ". "The available viewing date and times are Wedjviarch
7,2012 @ 10AM or Thursday, March 29, 2012 @ 10 AM".
EXCLUSIVE FRAMEWORK CREATED FOR CAMPAIGN SUPPORTER, RYAN
HOLMES
On May 15, 2012 at 10:51 AM Only one (1) day had passed since the "for sale" public tender
period ended, and the last offer to purchase became irrevocable, and an untendered bid "for
lease with option to purchase" was received from Ryan Holmes/Hootsuite.
The City went into exclusive negotiations with Ryan Holmes and neglected to make the
negotiations public. Only through questioning from the public and reporters has any of this come
to light after 20 months.
The city has admitted through the affidavit of Associate Director of Real Estate Services, John
Breckner's, that they did not re tender the property "for lease" under an open public tender
process. "the Real Estate Department did not initiate any formal procurement process for
leasing the Subject Property." John Breckner
The details and value of the "purchase option" derivative for the property have been
intentionally concealed. Additionally the city made no effort to market either the "lease option"
or "purchase option" derivative for the property using conventional means such as a realtor and
advertisements in local newspapers, or any other means for that matter.
CONFLICTING STATEMENTS BY BOTH MAYOR AND CITY MANAGER:
ROBERTSON MEDIA STATEMENT:

In a November 2012 media report, Mr. Robertson was quoted as saying:
"We've been courting HootSuite for over a year to convince them to sink their roots deeper..."
Gregor Robertson.
PENNY BALLEM MEDIA STATEMENT: (To CBC reporter, Kirk Williams, Feb 2014 )
"lean absolutely assure you there is...there is no involvement of council of any member of
council in any negotiations around our real estate transactions" and in this case as well ?
"absolutely in this case, yes" Penny Ballem.
On May 15, 2012 -10:51 AM Michael Flanigan, the Director of Real Estate Services at the City,
sent an email to four staff members regarding an offer from what looks like HootSuite. Most of
the email is redacted. It was sent to:
1) John Brecker, Associate Director of Real Estate Services for the City, 2) Glen Williamson,
Property Negotiator for Real Estate Services, 3) (cc)Melinda Chan, Property Negotiator, 4)
(cc)Holly Fales, Real Estate Services Administrator. The heading says:
"you do not need to do anything on (his at this time as 1 will elevate this proposal to the Mayor
and City manager".
On May 15, 2012 -11:39 AM Melinda Chan then emails:

1) Kevin McNaney, Assistant Director of Planning, 2) (cc) Michael Flanigan, Director of Real
Estate Services. Without any public tender "for lease with option to purchase" 48 minutes after
the new proposal arriving, this message was included within Melinda's email:
"we would really like to move this proposal forward and hope to get a favourable
interpretation from you regarding this potential user".
On May 15, 2012 -11:41 AM Kevin McNaney, Assistant Director of Planning sent this email to:
1) Melinda Chan, 2) (cc) Michael Flanigan. It stated:
"Can you please let me know 1) are they using existing building 2)what type of uses? "
"I can run it by my staff to see if we can fit them into current zoning "
On May 15, 2012-12:03PM

Kevin McManey, Assistant Director of Planning sends an email to:1) John Greer, Assistant
Director Development Services, 2) Paul Nolan, 3) Richard Johnson
Kevin asks them if it will fit into current zoning and ends with this statement:
"77//.? is a corporate priority so I need to fmd an answer quickly".
On May 15, 2012 - 2:06 - 2:10 PM

In roughly three hours Hootsuite was approved for their hypothetical use of the building. Final
confirming email came from Kevin McManey, who apparently knew nothing about Hootsuite less
than 3 hours prior. After getting support from John Greer at 2:06 and Paul Nolan at 2:08,
McManey wrote to Michael Flanigan and Melinda Chan:
"I have conferred with my staff and the assistant Director of Development Services (John Greer)
and we agree that Hootsuite would be permitted in this building as the office use has been
"grandfathered".
"I hope that this is helpful". "Please don't hesitate to ask if you have any further questions ".
On May 29, 2012 nineteen pages of 100% redacted emails regarding 5 East 8th Ave were
exchanged on this one day between:
1) Sadhu Afochs Johnston, Deputy City Manager,
2) Penny Ballem, City Manager,
3) Michael Magee, Chief Strategist of Mayor Robertson ,
4) Michael Flanigan, Director of Real Estate Services
On June 27, 2012 Less than seven months after the November campaign event hosted by Ryan
Holmes / Hootsuite, and Two weeks after signing the Lease Proposal an "in camera" Vancouver
City council meeting was held June 27, 2012 in which Mr. Robertson discussed and voted on,
inter alia, "a lease" with an "option to purchase" for the City-owned property at 5 East 8th Avenue
to HootSuite Media Inc. The Decision granted a lease to HootSuite of the former police station at
5 East 8th Avenue, Vancouver for a 5 year term with an "option to purchase" and an option to
extend the lease.
Mr. Robertson did not disclose his relationship with HootSuite and Ryan Holmes prior to. or
during the Council Meeting nor did he appear to file a campaign disclosure for their 2011 election
assistance.
The administrative report to Council, the report of the decision from Council, and the HootSuite
Lease were withheld by the City and not released to the public or the Petitioners for 20 months. It
also took numerous "freedom Of Information" requests and a successful appeal to the Provincial
Privacy and Information Commissioner and an inquiry being scheduled.
On July 3, 2012 Hootsuite CEO, Ryan Holmes contacted Mr Robertson's Chief of Staff, Mike
Magee at Mike Maoee's private consulting company's email account. maoee(5)converoecom.ca
to ask a favour of him. Ryan Holmes stated,
"Was just, talking with an architect who suggested we might want lo see if we can get the building
added to the TIPS program ". "Please advise"
On July 4,2012, Michael Flanigan, Director of Real Estate Services responded to Mr. Holmes
with the following message:
"Ryan Mike Magee passed your request along to me about utilizing the TIPS program for
your Tenant Improvements for 5 East 8th. 1 spoke with the Assistant Director of
Development Services this morning, Doug Robinson, and has requested that your architect
coordinate directly with his office and he will liaise with his processing staff (Sandy
Esworthy) to see whether or not 5 East 8th is an eligible properly. If not, we can always
look at doing expedited field review. Please have your architect contact. Doug at his email
address noted above. " "Please cc me on your email correspondence so 1 can keep my
finger on the pulse of this matter. " "Many thanks, Michael"
On November 22, 2012

The City of Vancouver announced that they had leased a property to HootSuite Media.
CoV ASSOCIATE DIRECTOR, JOHN BRECKNER AFFIDAVIT'S:
John Breckner, admits that the City did not tender the lease for the 33,000 square foot office plus
33,000 square foot parking space building. It confirms that the city only dealt exclusively with
Ryan Holmes and Hootsuite for lease and "option to purchase".
"Four offers were received ranging in value between $3 million and $7.5 million. The Real Estate
Department considered all of them to be below the market value of the Subject Property based on
the assessed value of$9,619,000 and the independent third party appraisal at $9,950,000, and
therefore did not accept any of them." John Breckner - affidavit
"While the VEC and the City of Vancouver both have the corporate goal of maintaining quality
employers in Vancouver, the City of Vancouver has a policy of only selling or leasing property at
(or if possible above) its fair market value, unless it is to a non-profit organization, which would
not include HootSuite." John Breckner - affidavit
"The agreement negotiated by the Real Estate Department with HootSuite satisfied (he Real Estate
Department's mandate of realizing at or above fair market value for City- owned properly.'"
John Breckner - affidavit
VALUING THE HOOTSUITE OPTION: This is easily determined as all the variables are now
known. The tough part has been to view the details of the deal!
VALUED AS A PERCENTAGE OF PURCHASE PRICE

* Typically real estate options are of a very short term nature. This 3 year option is the kind of
deal that indicates a desperate seller. About 10% of purchase price per year is normal.
* A 6 month option in Vancouver should be about 3%-7% of purchase price.
REAL OPTION PRICING or BLACK SCHOLES OPTION VALUE PRICING - "loss to City"
* 11.1% volatility,
* 3.00% interest rate,
* 9.6 stock price = ( $9.6 million present value at agreement date)
* 9.6 exercise price = ($9.3 million purchase price at later date )
* fi * 3 yr 8 months = TIME 3.66 years
* 1.47% net yield %$
= $1,155,400 = the full option value (IV + TV), at a given time t (Real Option pricing/
Samuelson Mckean Formula )
= $1,184,202 ( using Black Scholes formula)
\t^l 9\D0\K ^
CONCLUSION ON HOOTSUITE OPTION:
Nobody has addressed the value of the purchase option that was given away for $1 to Ryan
Holmes and Hootsuite worth at minimum $1,155,400 according to the absolute value using
Normal Options pricing. Standard investor expectations for a well priced property with good
prospects and an extremely long time period such as 3 years would be about 2-3 times as
much. The $1 Derivative contract that the city signed with Ryan Holmes was intentionally hidden
and none of the offers have ever been made public.
OPTION MATH BASICS:

In finance the time value (TV) {extrinsic or instrumental value) of an option is the premium a
V\ rational investor would pay over its current exercise value (intrinsic value), based on the
\^ probability it will increase in value before expiry. For an American option this value is always
greater than zero in a fair market, thus an option is always worth more than its current exercise
value. Hootsuite obtained an "option to purchase" with a 3 year 8 month term.
The intrinsic value (IV) of an option is the value of exercising it now. If the price of the
underlying stock is above a call option strike price, the option has a positive monetary value, and
is referred to as being in-the-money. If the underlying stock is priced cheaper than the call
option's strike price, the call option is referred to as being out-of-the-money.
Hootsuite obtained an "option to purchase" (IV - Intrinsic value) presently worth $891,000 which
is is the difference between between the present assessment of $10,191,000 and option to
purchase price of $9,300,000.
OptionsCalc
Call Put
Model Black-Scholes Theoretical Value 1184202.26C .417398.211^
Stock Price 9600000.00 Delta 10.6617 -0.2856
Exercise Price 9300000.00 Delta 100's 66.1684 -28.5627
Value Date 06/27/2012 Lambda (%) !5.3641 -6.5693
-' Early-Exercise Date Gamma 10.0000 0.0000

03/02/2016
Gamma (1%) 0.0155 0.0155
Expiration Date 03/02/2016 3.68 years
Theta -420.0634 ; -101.8802
m j Volatility (%) 11.10
: Theta (7 days) -2944.0946 -715.7951
w Interest Rate (%) 3.00
Vega 60813.2724 60813.2724
Dividend Method Continuous
m : Rho
Yield Rate (%) [l90294!285l] 1-116335.744
1.47
\ Psi -233898.883 ; 100966.341^
w
Strike Sensitivity 1 - 0 . 5 5 5 7 j ;0.3397
; Intrinsic Value 300000.000C 0.0000
Time Value 884202.2605 417398.211^

I Zero Volatility [766804.049C; joToOOO
Market Option Price 20.04 8.51

-
Implied Volatility (%) !No Solution 1.28
2012 Montgomery Investment Technology, Inc.

" A4M=ighls_reserved.
Review DISCLAIMER before using calculator.

www.fintools.com
Disclaimer: Option and derivative calculations are provided by Montgomery Investment Technology, Inc. All rights
reserved. Calculations are provided for informational purposes only, and are not intended for trading and
valuation analysis purposes. Montgomery Investment Technology, Inc. shall not be liable for any errors in the
content, or for any actions taken in reliance thereon.
1
1
leal Option Price Calculator http://www.ncbase .com/opc/real .php
Real Option Pricing

Raw inputs Notation Va l u e
I
Spot price (estimated present value of the project) S 9.6
Strike price (initial investment in the project) X 9.3
Time to expiration, years t 3.66
Risk-free interest rate r 3%
Dividend yield (expected income) y |

1.47.%
Volatility s 11.lj%
Price It!
The model returned:
Call option value C 1.1554
Put option value P 0.3912
To price another option, edit the data above and click Price Itl again.
Exit:
Option pricing calculators home page

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Criminal Code http://laws-lois.justice.gc.ca/cng/acts/c-46/page-I83.htm/#docCont
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Justice Laws Website

Home > Laws Website Home > Consolidated Acts > R.S.C., 1985, c. C-46 - Table of Contents > R.S.C., 1985, c. C-46
Criminal Code (R.S.C., 1985, c. C-46)
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Act current to 2014-04-02 and last amended on 2013-12-12. Previous Versions
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Fraud
Fraud
380. (1) Every one who, by deceit, falsehood or other fraudulent means, whether or not it is a
false pretence within the meaning of this Act, defrauds the public or any person, whether ascertained
or not, of any property, money or valuable security or any service,
(a) is guilty of an indictable offence and liable to a term of imprisonment not exceeding fourteen
years, where the subject-matter of the offence is a testamentary instrument or the value of the
subject-matter of the offence exceeds five thousand dollars; or
{b) is guilty
(i) of an indictable offence and is liable to imprisonment for a term not exceeding two years, or
(ii) of an offence punishable on summary conviction,
where the value of the subject-matter of the offence does not exceed five thousand dollars.
Minimum punishment
(1.1) When a person is prosecuted on indictment and convicted of one or more offences referred to
in subsection (1), the court that imposes the sentence shall impose a minimum punishment of
imprisonment for a term of two years if the total value of the subject-matter of the offences exceeds
one million dollars.
Affecting public market
(2) Every one who, by deceit, falsehood or other fraudulent means, whether or not it is a false
pretence within the meaning of this Act, with intent to defraud, affects the public market price of
stocks, shares, merchandise or anything that is offered for sale to the public is guilty of an indictable
offence and liable to imprisonment for a term not exceeding fourteen years.
R.S., 1985, c. C-46, s. 380; R.S., 1985, c. 27 (1st Supp.), s. 54; 1994, c. 44, s. 25; 1997, c. 18, s. 26; 2004, c. 3, s. 2;
2011, c. 6, s. 2.
Previous Version
Sentencing aggravating circumstances

380.1 (1) Without limiting the generality of section 718.2, where a court: imposes a sentence for
an offence referred to in section 380, 382, 382.1 or 400, it shall consider the following as aggravating
circumstances:
(a) the magnitude, complexity, duration or degree of planning of the fraud committed was
significant;
(b) the offence adversely affected, or had the potential to adversely affect, the stability of the
Canadian economy or financial system or any financial market in Canada or investor confidence in
such a financial market;
(c) the offence involved a large number of victims;
(c.1) the offence had a significant impact on the victims given their personal circumstances
including their age, health and financial situation;
(d) in committing the offence, the offender took advantage of the high regard in which the offender
was held in the community;
(e) the offender did not comply with a licensing requirement, or professional standard, that is
normally applicable to the activity or conduct that forms the subject-matter of the offence; and
(0 the offender concealed or destroyed records related to the fraud or to the disbursement of the
proceeds of the fraud.
lof2 2014-04-20,9:53 PM
Criminal Code http://laws-Iois.justice.gcxa/eng/acts/c-46/pagc-183.htmI#docCont
Aggravating circumstance value of the fraud
(l.l) Without limiting the generality of section 718.2, when a court imposes a sentence for an
offence referred to in section 382, 382.1 or 400, it shall also consider as an aggravating circumstance
the fact that the value of the fraud committed exceeded one million dollars.
Non-mitigating factors
(2) When a court imposes a sentence for an offence referred to in section 380, 382, 382.1 or 400,
it shall not consider as mitigating circumstances the offender's employment, employment skills or
status or reputation in the community if those circumstances were relevant to, contributed to, or were
used in the commission of the offence.
Record of proceedings
(3) The court shall cause to be stated in the record the aggravating and mitigating circumstances it
took into account when determining the sentence.
2004, c. 3, s. 3; 2011, c. 6, s. 3.
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Date modified: 2014-04-16
2 of 2 2014-04-20,9:53 PM
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but within Canada. VPD on preventing financial
crimes within your business.
The U.S.-based Internet Crime Complaint Center can be used to report a financial crime
online if the suspect resides outside of Canada. See Preventing Fraud for tips
on preventing financial crime
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examples of different types
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B.C. Attorney General investigators.
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5 EAST 8th AVENUE - ALLEGED FRAUD
TABLE OF CONTENTS
1. The Derivative Option Purchase Contract

2. The Invitation to Offer Procurement (futile )
3. John Breckner affidavit
Other booklets provided contain:
Summary - Undisclosed "purchase Option Derivative" Brief

Key Internal CoV Emails
200 plus pages of redacted internal CoV emails about the deal
gchernen@gmail.com
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1.1.13 "Purchase Price" means NINE MILLION THREE HUNDRED THOUSAND DOLLARS
($9,300,000.00) exclusive of HST, provincial sales tax, property transfer tax, or
other like charges;
1.1.14 "Transfer" means the Form A transfer of estate in fee simple conveying the
Property from the Seller to the Buyer.
1.2 Interpretation. The following provisions will apply to this Contract:

r
1.2.1 sections and headings are for convenient reference, and are not to affect the
meanings of provisions, and use of the singular or masculine includes the
.*
plural, feminine, or body corporate, and vice versa;
1.2.2 if a court of competent jurisdiction finds any provision invalid, illegal, or

unenforceable, and severs it from this Contract, the remaining provisions are to
remain in force and effect;
-.
1.2.3 the Seller and Buyer will interpret the language of this Contract simply, fairly,
and not strictly for or against either of them;
1.2.4 time will be of the essence, and if the Buyer or Seller expressly or impliedly
waives that requirement, the Buyer or Seller may re-instate it by delivering
% notice to the other;
r.z.5~ this Contract represents the entire agreement between the Buyer and Seller -t:^^t.l^v>4.
regarding the matters set out in it, and supersedes all prior agreements,
understandings, letters of intent, negotiations, or discussion about those
matters, and no amendment is to have any force or effect unless the Buyer and
Seller have signed it;
1.2.6 references to statutes and bylaws are to them as they exist on the Effective
* - Date, and to later amendments or replacements of them; and
1.2.7 if there is more than one Buyer, the Buyer's representations and agreements
will be joint and several.
SECTION 2
- ' SALE AND PURCHASE
2 1 Option. The Seller hereby grants to the Buyer the sole and exclusive option (the
Option ), irrevocable within the time for exercise by the Buyer herein limited, to purchase
the Property, free from all liens, charges, or encumbrances except for Permitted Charges for
the Purchase Price and on the terms and conditions set forth herein.
2.2 Purchase price. The Buyer will pay the Purchase Price to the Seller for the Propertv
S U D i e Cto
subject t adjustments
tO a n i lin
l Saccordance
lrnPnK iwith
n a r m r r l 2.5.
section anra v. i i f k r^- T c r "
-
* 2.3 Exercise of Option. The Option may only be exercised by the Purchaser during the
first thirty-sixr(36) months of the term offthe Lease, being the period commencing on January
: ^* ^ - y^
- s r ? a0
1, 2013 and expiring on December 31, 2015^ (the "Option Period") by the Buyer giving to the
Seller written notice of the exercise ofthe" Option and provided the Buyer is not in material
default of the Lease following the time period for rectification under the Lease.
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2.4 Non-exercise of Option. If the Option is not exercised within the time and in the
manner herein set forth, the Option and this Contract and everything contained herein will be
null and void and no longer binding upon the parties hereto and the Option Payment will be
absolutely forfeited to the Seller, and the Buyer will execute and deliver to the Seller a
registrable release of this Option.
2.5 Closing. If the Option is exercised in the manner herein provided, this Contract will
become a binding contract for the sale and purchase of the Property which will be completed
upon the terms herein contained on the Closing Date.
SECTION 3
REPRESENTATIONS
3.1 Seller's representations. Regardless of any independent investigations the Buyer may
make, the Seller represents to the Buyer, as representations that are true and correct on the
date hereof and will be true and correct on the Closing Date, that:
fr 3.1.1 in response to the Buyer's inquiry under section 116 of the Income Tax Act
(Canada) and under Part IX of the Excise Tax Act (Canada), the Seller is a
resident of Canada within the meaning of those Acts, and, in the case of the
Excise Tax Act, the Seller is resident in Canada by reason other than subsection
32(2) which deems a non-resident to be resident in Canada if that non-resident
has a permanent establishment in Canada;
3.1.2 the Seller is the registered and beneficial owner of the Property, has, and will
have on the Closing Date, good, safeholding, and marketable title to the
Property, free from all liens, charges, or encumbrances, except for Permitted
^ C h a r g e s , a n d h a s s u f fi c i e n t , p o w e r , a u t h o r i t y, a n d c a p a c i t y t o e x e c u t e a n d
deliver this Contract to the Buyer and to carry out the transactions
contemplated herein;
ft
3.1.3 by completing the sale of the Property to the Buyer, the Seller will not be in
breach of any statute or bylaw or of any agreement by which the Seller is
w bound;
3.1.4 on the Closing Date, except for Permitted Charges, the Seller will not owe
money to any Person which will constitute a lien, charge, encumbrance, or
claim against the Property;
-.
3.1.5 the Seller has no knowledge that any government body intends to expropriate
^ all or part of the Property, or that any government body has issued or intends
to issue any order or notice regarding the Property;
3.1.6 there is no action or proceeding pending or to the Seller's knowledge

threatened against the Seller before any court, arbiter, arbitration panel or
fr
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administrative tribunal or agency which, if decided adversely to the Seller,

w might materially affect the Seller's ability to perform the Seller's obligations
fa hereunder;
w 3.1.7 no consent or approval of or registration, declaration or filing with any
W governmental agency, commission, board, court or other regulatory body is
^0 required for the execution or delivery of this Contract by the Seller, the
validity or enforceability of this Contract against the Seller, or the performance
W by the Seller of any of the Seller's obligations hereunder; and
S_j/
3.1.8 the Seller has no present or future obligation to construct or provide, or to pay
^ any amount to any person in connection with, off-site services, utilities or
fa s i m i l a r s e r v i c e s i n c o n n e c t i o n w i t h t h e P r o p e r t y.
w 3.2 No other representations. Except as may otherwise be specifically provided for in the
W Lease, the Seller is not giving to the Buyer, and the Buyer is not requiring from the Seller, any
express or implied representation regarding the dimensions or area of the Property or that,
before or after the date hereof or Closing Date:
fa 3.2.1 the Property and its surrounding Environment complies or does not comply with
Environmental Laws;
fa 3.2.2 the Property and its surrounding Environment is or is not free from
Contaminants;
fa 3.2.3 any Contaminants have or have not been released, spilled, leaked, pumped,
^ n o t e s c a p e d , l e a chpoured,
e d , o remitted,
mi g raemptied, discharged,
m th e dumped or disposed of, or
te d , fro Pro p e rty a n d i ts suhave
rro uor
n dhave
ing
fa Environment to, on, or under adjacent lands or their surrounding Environment;
3.2.4 the Property will or will not be environmentally or otherwise suitable for any
fa purpose including occupancy, development, or derivation of revenue; or
3.2.5 the improvements comprising the Property are or are not in good repair or
w condition.
3.3 Buyer's representations. Regardless of any independent investigations the Seller may
W make, the Buyer represents to the Seller, as representations that are true and correct on the
fa date hereof and will be true and correct on the Closing Date, that:
^ 3.3.1 if the Buyer is a corporation, it is in good standing under the laws of British
fa Columbia, and it has sufficient power, authority, and capacity to deliver this
Contract to the Seller and to buy the Property from the Seller;
Vis/
w 3.3.2 the Buyer has no knowledge that any person associated with the Seller has any
direct or indirect interest in this sale and purchase; and
W 3.3.3 the Buyer has had or will have prior to the Closing Date, full opportunity to
make all appropriate inquiries into the previous ownership and uses of the
Property, and to undertake all other investigations consistent with good
^_y
w
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commercial or customary practice, in order to determine the condition, state
w o f c o m p l i a n c e w i t h E n v i r o n m e n t a l L a w s , a n d fi t n e s s f o r p u r p o s e o f t h e
v_v P r o p e r t y.
*s_^
fat
fa SECTION 4
COVENANTS
fa 4.1 Seller's Covenants. The Seller covenants and agrees that it will:
w (a) deliver to the Buyer forthwith after executing this Contract, or upon the same
f a b e c o m i n g a v a i l a b l e t o t h e S e l l e r, c o p i e s o f a l l s t u d i e s , t e s t s , s u r v e y s ,
fat
investigations and other information concerning the Property reasonably
required by the Buyer which are in the possession or control of the Seller;
fat _
fa (M maintain in force insurance covering loss or damage to the Property and
covering public liability, in both cases against such risks and to such limits as
W are in accordance with prudent business practice and suitable to the
fa Property;and
w (c) from and after the date that the Option is exercised by the Buyer, not permit
fa any liens to be created in respect of the Seller's specific use of the Property, if
,-.___ anv and if any such lien is created the Seller will forthwith take all such steps
lit*/
fa
SECTION 5
AGREEMENTS
fa 5.1 Transfer of title. The Seller will transfer good, safeholding, and marketable title to
w the Property to the Buyer on the Closing Date according to the requirements of this Contract.
5.2 Property Condition Disclosure Statement. The Seller have no obligation to deliver to
w the Buyer a Property Condition Disclosure Statement.
fa
5.3 Investigation. The Buyer, and its employees, agents, and contractors, may enter the
^ Property at any time before the Closing Date to carry out, at its cost, such inspections,
fa investigations, tests, and surveys as it considers necessary or desirable. The Buyer will
^ restore the surface of the Property, and repair any damage it causes in doing so.
fa 5.4 Condition of Property and environmental responsibility. The Buyer will:
\fa
5.4.1 buy the Property from the Seller "as is, where is";
fat
w 5.4.2 not rely on any environmental reports or investigations from or supplied by the
Seller, and will conduct its own investigations and satisfy itself, at its cost
W regarding the matters set out in subsections 5.5.1 to 5.5.4; '
V_y
\fa
5.4.3 waive any requirement for the Seller to provide to the Buyer a site profile for
the Property under the Environmental Management Act of British Columbia or
any regulation pursuant to that Act; and
5.1.4 assume full responsibility for the matters set out in subsections 5.5.1 to 5.5.4
and for any remediation of the Property required under any Environmental
Laws.
5.5 Indemnity. The Buyer, from and after the Closing Date, will release the Seller, and
will also indemnify the Seller and save it harmless from all liabilities, suits, actions,
obligations, statutory or other proceedings, judgements, investigations, demands, claims,
losses, damages, consequential damages, remediation cost recovery claims, remediation
costs, fines, penalties, expenses, and legal costs on a solicitor-client basis, which the Seller
may suffer or incur, arising out of or in connection with anything concerning Contaminants or
Environmental Laws including:
5.5.1 the non-compliance of the Property or its surrounding Environment with any
Environmental Laws;
5.5.2 any investigation or claim of such non-compliance by any Person;
5.5.3 the presence- within the Property or its surrounding Environment of

Contaminants; or
5.5.4 the leaching, escaping, or migrating of Contaminants from the Property 6T itS"
surrounding Environment to other Properties or their surrounding Environment;
whether or not any such event, happening, or condition arose or arises before
or after the Effective Date or Closing Date^ and whether or not caused in whole
or in part or. directly or indirectly by the Seller or its officers, employees,
agents, or contractors.
5.6 Risk. The Property will be at the risk of the Seller until the date and time of
submission of the Transfer for registration in the LTO, and, after that, will be at the risk of
the Buyer. In the event of loss or damage to the Property following the exercise of the Option
by the Buyer but prior to the Closing Date by reason of fire, tempest, lightning, earthquake,
flood or other act of God, explosion, riot, civil commotion, insurrection, war or otherwise
howsoever, the Buyer may, at its option, to be exercised within ten (10) days of such loss or
damage from the Vendor:
(a) require the Seller to apply the amount of any insurance proceeds paid to the
Seller in respect of such loss or damage in reduction of the Purchase Price and
complete the purchase of the Property; or
(b) complete the purchase of the Property without a reduction in the Purchase
Price in which event all proceeds of insurance shall be payable to the Buyer
and all right and claim of the Seller to any such amounts not paid by the
Closing Date shall be assigned to the Buyer.
If the Buyer fails to notify the Seller of its election within the time specified, the Buyer will
be deemed to have elected to proceed with the purchase and to take an assignment of the
insurance proceeds pursuant to section 5.6(b).
5.7 Possession. The Buyer will have the right to vacant possession of the Property, free
from all liens, claims, charges and encumbrances other than Permitted Charges, on the
Closing Date after payment of the Purchase Price, and other than any liens, claims, charges
and encumbrances created by the Buyer or by the Buyer's use of the Property .
5.8 Status of Property and Permitted Charges. Between the date hereof and the Closing
Date, the Seller will not enter into any contracts or do anything that will affect the Property
or its title, use, or value and will not amend any Permitted Charges, unless the Seller obtains
the Buyer's prior written consent.
5.9 Utilities and services. If, before the Closing Date, the Seller learns of the existence
of any pipes, wires, or other utilities or services below, on, or above the Property surface
that are then in use or that the Seller or any other public authority or utility wishes to use,
the Buyer, promptly on request by the Seller, will execute and deliver to the Seller, in form
acceptable for registration in the LTO, a statutory right of way satisfactory to the Seller and
such instruments of priority for that statutory right of way over other registered charges as
the Seller may require.
5.10 Adjustments. The Seller and Buyer will adjust all items customarily the subject of
-wm***^**^-;^ adjustment in the sale and purchase of profêft^ ^jnl(_lL^6LlteJ?!]?BSr!% 3t.fi28J9^!PSlJfe!^
The Buyer will benefit from any income and irresponsible for any "expenses frorn and"
including the Closing Date. If the adjustments are inaccurate or incomplete, the Seller and
Buyer will make further adjustments after the Closing Date. If the Seller and Buyer dispute
any adjustments, either of them may refer the dispute to a single arbitrator under the
Commercial Arbitration Act (British Columbia). The arbitrator may decide that the Seller or
Buyer must deposit money in trust pending the arbitrator's decision on the dispute. The
arbitrator's decision will be conclusive and binding on the Seller and Buyer, and they will bear
equally the arbitrator's fees and expenses.
5.11 Costs, fees, and taxes. The Seller will pay the costs of clearing title except for
Permitted Charges. The Buyer will pay any land title transfer fees and LTO application and
registration fees. If the Buyer is a HST registrant and delivers to the Seller, prior to the
Closing Date, Its HST registration number and such certificate as the Seller may require, the
Buyer will remit directly to the Receiver General of Canada any HST payable by the Buyer on
the purchase of the Property, promptly after the Closing Date, and will confirm to the Seller
that it has done so. If the Buyer is not a HST registrant, the Buyer will pay to the Seller, on
the Closing Date, along with the adjusted Purchase Price, any HST payable by the Buyer on
the purchase of the Property. The Buyer and Seller will each pay their own legal costs. The
Buyer and Seller will pay such costs, fees, and taxes when due.
5.12 Commissions. There Will be no commission payable with the sale of the Property.
t9>\
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o, pajinbej aq ,ou djm jaâs aq, pue aies p spaaed aq, ujojj aauejquinaua
lepueuy qans a&ieqasip o, sSuê^japun sjo,oqos pjepue,s pue lensn <*
uo ,sru, uj jopajja leSar s,A,d aq, o, A,jadoid aq,' jo; a:>}jd aseqoind pa,snfpe -
aq, Aed o, saApe,uasajday s,jaAng aq, asnea jo Aed \\\/a jaAng aq, 'jaâs aq,
Aq paSjeqDsjp aq o, pajinbaj aje qaiqM saDuejqtunaua jetaueuy Aue o, pafqns m
si Avadojd aq, o, app s,janas aq, ji ,eq, saajSe pue sa8paiMou>pe jaAngaq, yV9 ^
p u e J d n > p i d j o j a i q e u e A e s i a a u d a s e q D j n d p a , s n f p e * *
aq, ,eq, jopajia leSai s,A,d am SuiAjpou Aq jaips aq, o, Apduiojd &6ud "' <*
aseqajnd pa*snfpe aq, Aed o, 'ssaaojd uopej,stSaj auqnoj s,on aq, p asjnoa
leiujou aq, ui jaAng aq, uj ,saA him 'saSjeqo pawiuuad joj ,daaxa 'Avadojd m
aq, o, app a)qe,a>|jeuj pue 'Suipioqaj.es 'pooS ,eq, sa,e:npuj qajeas aq, ji 'pue m,
Anadojd aq, p qajeas xapu* uopeandde-,sod e pnpuoa o, 'jaisuBJi aip joi
sjeinapjBd uopBJ,sjSaj aq, dn sa,ou pue uopej,s|Sai jo; jajsueji am s,daaae ^
Oil am Ja^B Apduiojd 'saApe,uasajday s,jaAng aq, asnsa mm jaAng aq, T9 *!
.'uopej,si8aj ^
joj jajsueji aq, ,jujqns o, 'saSjeqD pa,,iuuad joj. ,daaxa 'saauejqtunDua ^
pue saSjeqD 'suap. Suipuad jo paja,siSaj ne uiojj aajj A,jedojd aq, sumo janac ^
~~^Tp-wm^ qoieas aq,11'pue 'on aq, uy Aâdojd aq, p qajeas xaptu
uopej,s|8aj-ajd e pnpuoa o, saApe,uasajday s,jaAng aq, asnea 'a,ea Suisod ^
aq, uo 'iiiM jaAng aq, ' y9 uopaas ui o, pajjapj s,uaninaop aq, jo ,diaaaj ia,p m ^
. t fuojpesuej, ^
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q,|M saApe,uasajday sâAng aq, apiAOjd 'aieQ Sujsoid aq, uo 'mm jaAng aq, yr9
t^\
_._ . , rajnpaaojd 8uiMonoi aq* u,jm aauepjoDDB ui ^

pa,aiduj03 aq iWm jaAng aq, o, jaips aq, Aq Awadojd aq, jo aaueAaAUOD aqx -Sujsod V9
*saAi,B,uasajday s.jaAng aq, o, maq, ^

ujn,aj o, jopajja ]eSai s,A,d aq, asnsa pue 's,uaiunaop aq, uSis ihm jaâs aq, r y9
pue ipBj,go3 sjq, japun jaAng aq, ujojj sajmbaj janas aq; aauapua ^
jo sjuauinaop jaq,o Aue q,iM Suoie Jo,aajja leSan S<A,d aq, o, iuaq, jaAnap'o,
pue jaAng aq, o, Ajope;spes aaue,sqns pue uuo_ uj 'pej,uoD sjq, o, ,uensjnd
pajjnbaj s,uauinaop aaueAaAuoa jaq,o pue 's,uaui,snrpe p s,uauja,e,s m
jajsueji am ajedajd o, saApe,uasajday s,jaAng aq, asnea him jaAng aq, yy9 ^
:a,ea Suisoo aq, ajopg 'sûauinooQ ^9
9NIS01D
9 N0I1D3S
^_s/;:
j"
LJ aPPlV ^mediately to withdraw

it to thethe Transfer from the LTO and, upon receipt
to return City's Legal Director.
^ 6.2.6 the Seller and Buyer will instruct the City's Legal Director and Buyer's
Representatives respectively to otherwise conduct the closing according to the
*""! customary practices of reputable lawyers having experience in such matters,
v| except that the Buyer's Representatives will not require the City's Legal
rj Director to provide any undertaking; and
V
fa\ 6-2-7 K a condition of this Contract that all requirements of this section 6.2 are
( J | d e e m e d t o b e c o n c u r r e n t r e q u i r e m e n t s a n d i t i s s p e c i fi c a l l y a g r e e d t h a t
| nothing will be completed on the Closing Date until everything required to be
^ done on the Closing Date has been paid, executed and delivered and until the
l J B u y e r ' s R e p r e s e n t a t i v e s h a v e s a t i s fi e d t h e m s e l v e s a s t o t h e B u y e r ' s t i t l e
J pursuant to section 6.2.3.
wl f-3 . Jender- The Buyer may tender documents or money upon the Seller or the City's
k !;es Director, and the Seller may tender documents on the Buyer or the Buver's
m Representatives. 3
6.4 Payments. The Buyer will, or will cause the Buyer's Representatives to, pay all money
owing to the Seller under this Contract by bank draft or certified solicitor's trust cheque or
Wi wire transfer drawn on a Canadian chartered bank or on a trust company or credit union
acceptable to the Seller.
I * " * ' p = - ~ - ! r i t j - m 1 i r v r i T i m n i n n - n i w r m r - w w i n r w i - a m - n i - n - n i - i i w i i - n M r i i T n r M H i i i r w i i T i i K i w n m m m i i . w m i m i m n m u u n m m i j n n j j i . , l . i . w,
faf-
SECTION 7
GENERAL PROVISIONS
7.1 Survival. All representations, agreements, and indemnities in this Contract will
survive closing, registration of the Transfer, and payment of the adjusted Purchase Price.
tyjj/j
7.2 Assignment. The Buyer may assign its rights and obligations under this Contract to Mr.
Ryan Holmes or any other entity or organization in which Mr. Ryan Holmes holds an interest
Vjfljj/.
provided that the Buyer will not assign all or any of its rights or obligations under this
fa Contract to any other party unless the Seller gives its prior written consent.
^ 7*3 . N_tice. Any notice, approval, consent, request, confirmation, or demand required or
m permitted under this Contract must be in writing, and the sender must deliver it by prepaid
J^ registered
addressed mail from Seller
any post office in British Columbia, by fax or by personal service
to the as follows:
City of Vancouver
453 West 12th Avenue
\_^j Vancouver, British Columbia
V5Y 1V4
Fax:(604)871-6119
\&0
Attention: Director of Real Estate Services
\4_y
H_>
with a copy to:
City of Vancouver
Vancouver, British Columbia
V5Y 1V4
Fax:(604)873-7445
Attention: Director of Legal Services
or to the Buyer as follows:
HootSuite Media Inc. (Extraprovincial Registration No. A0079036)

37 Dunlevy Avenue
Vancouver, BC, V6A 3A3
Attention: Ryan Holmes
And copy to:
Koffman Kalef LLP

19th Floor, 885 West Georgia Street
Vancouver, BC, V6C 3H4
Attention: Patrick Julian
or to such other address or fax number in the Province of British Columbia of which either
party may notify the other according to the requirements of this section 7.2. Service will be
deemed complete, if made by registered mail 72 hours after the date and hour of mailing; if .
made by faxed transmission on the first business day after the date of transmission; and if
made by personal service upon the effecting of such service.
7.4 Effect of Contract. This Contract will enure to the benefit of and bind the Seller and
Buyer and their respective heirs, executors, administrators, successors, and permitted
assigns.
7.5 Time. Time will be of the essence of this Contract and will remain of the essence
notwithstanding the extension of any of the dates hereunder.
7.6 Further Assurances. Each of the parties hereto will at all times and from time to time
and upon reasonable request do, execute and deliver all further assurances, acts and
documents for the purpose of evidencing and giving full force and effect to the covenants
agreements and provisions in this Contract. '
IN WITNESS WHEREOF, the parties hereto have duly executed this Contract by executing the
attached Form C.
f&-
SALE PACKAGE
_ f CITY
c OF
VANCOUVER
BUSINESS PLANNING & SERVICES
Real Estate Services
SECTION 1.0
INVITATION TO OFFER
1.1 Invitation to Offer
The City of Vancouver is offering for sale the lands and improvements (the
"Property") located at 5 East 8th Avenue in the Mount Pleasant neighbourhood of
Vancouver. The salient information for the Property is summarized in this sale package
(the "Sale Package").
The City invites offers to purchase the Property ("Offers") from prospective
purchasers ("Offerors") in accordance with the terms and conditions provided in this
Sale Package, subject always to the condition that the City assumes no legal duty or
obligation in doing so unless and until the City accepts a valid offer by resolution of
Vancouver City Council.
1.2 The Property - Office Building
The Property consists of lands improved with a two-storey office building. The
Property is a good quality, Class C office building with two levels of underground
parking located at the corner of Ontario Street and 8th Avenue, two blocks west of
Main Street.
The building has a gross floor area totalling 65,359 square feet with an office area of
33,282 square feet. The building floor area is comprised of:
Ground Floor 15,981 square feet

Second Floor 17,301 square feet
Parking Level 1 17,081 square feet
Parking Level 2 14,996 square feet
TOTAL FLOOR AREA 65,359 square feet
The building was purpose built in 1986 as a public authority building and features:
Good corner exposure

Large floor plates
Ample natural light
Mountain and city views
Initials of Authorized Signatory

TABLE OF CONTENTS - SALE PACKAGE
TABLE OF CONTENTS
SECTION 1.0 INVITATION TO OFFER

1.1 Invitation to Offer 1
1.2 The Property - O f fi c e Building 1
1.3 Neighbourhood Features 2
1.4 Land Information 3
1.5 Charges on Title 4
1.6 Use of Property and Operating Expense History 4
1.7 Soils Report 5
1.8 2012 British Columbia Assessment Information 5
1.9 HST 5
1.10 Zoning 5
1 . 11 Further Information & Inspection 6
1.12 Confidentiality and Application of Freedom of Information Legislation .. 6
1.13 Note to Offerors 7
SECTION 2.0 RULES GOVERNING SALE PROCESS

2.1 General Rules on Submitting an Offer 7
2 . 2 H o w t o P r e p a r e a n d S u b m i t Yo u r O f f e r 8
2.3 Commission 8
2 . 4 L e g a l Te r m s a n d C o n d i t i o n s o f S a l e P r o c e s s , 9
2.5 Offeror's Due Diligence and Responsiblities 12
2 . 6 N o E ff e c t o n Va n c o u v e r C h a r t e r R i g h t s 12
2.7 Communication 12
SECTION 3.0 TERMS AND CONDITIONS OF PURCHASE AND SALE

3.1 Sale Contract 13
3 . 2 O ff e r o r A s s u m e s R i s k o f B u y i n g " A s I s , W h e r e I s " 1 3
3.3 Approval by City Council and Increase of Initial Deposit 13
SECTION 4.0 OFFER /ACCEPTANCE SECTION

4.1 Offer to Purchase 14
4.2 Name, Address and Witnessed Signature Under Seal of Offeror 14
4.3 City Acceptance 16
SECTION 5.0 SCHEDULES

5.1 Legal Effect of Schedules 17
5.2 List of Schedules 17
^J_s/ SCHEDULES - SALE PACKAGE
\_i/
V_{/
Vai^
SCHEDULES
v_>
v*/ Schedule A Building Floor Plans

!\_y
Schedule B Legal Plan 197
Schedule C Title Searches
*s_s/
Schedule D Phase 1 Environmental Site Assessment - Executive Summary
v_** Schedule E BC Assessment Roll Information
V^b'
Schedule F Zoning By-law
Schedule G Sale Contract
Vj/ Schedule H Property Viewing Reservation Form
*_$/ Schedule 1 Invitation to Offer Process Timeline
\_s/
\_/
WBk'
K^jt
V/
fa
V_i/
SALE PACKAGE
Reinforced concrete foundations with reinforced concrete columns and beam

framing
Concrete slab on grade and suspended concrete slab on upper floors
Cast in place concrete exterior walls
Roof structure constructed with suspended concrete slab with inverted
membrane roofing system
Zoned warm and cool air HVAC system with rooftop boiler, ventilation and
cooling units with standard thermostats, controls, ducting and piping controlled
by a direct digital control (DDC) system
Interior construction of masonry and steel stud, drywall finishing, carpeting,
vinyl and ceramic flooring, acoustic tile ceilings
Combination of fluorescent and incandescent lighting fixtures with conduit
wiring, emergency lighting
Main service is 600 amp 347/600 volt 3 phase 4 wire electrical system
The interior finishing has been built with a high degree of private offices with
an open concept floor plan
Building amenities include men's and women's showers, lunchroom,
boardrooms, centrally located washrooms
Two levels of secured, ventilated, underground parking containing 71 parking
stalls and storage areas, all sprinklered
Two separate garage doors, one providing overheight vehicle clearance
(approximate 14 feet)
2 Otis passenger elevators providing access to all four levels with 2,500 lbs.
capacity
Domestic hot water system has two commercial water tanks in the penthouse
mechanical room
An emergency diesel generator
12.0 feet average storey height
Rooftop mechanical room, approximately 2,322 square feet
The building is vacant and is available for occupancy immediately
Please see Schedule A for the building floor plans. The building information
provided should be confirmed by the Offeror and the City makes no
representations or warranties concerning the completeness or accuracy of the
data.
1.3 Neighbourhood Features
The Property is located in the Mount Pleasant neighbourhood of Vancouver. Mount

Pleasant is bounded by Cambie Street to the west, Clark Drive to the east and from
Great Northern Way and 2nd Avenue to the south to 16th and Kingsway to the north. It
is close to the trendy Main Street area, a vibrant and eclectic shopping district, and to
the Broadway and Cambie Street corridors which are popular office and retail areas
and City Hall.
There are many public amenities close-by including Kingsgate Mall, a neighbourhood
shopping centre, the Mount Pleasant Community Centre, the Mount Pleasant Public
Library, numerous retail shops and office buildings. This area is home to many service
oriented businesses, wholesaling and light manufacturing operations.

SALE PACKAGE
(Bing Map)
Public transit is conveniently located along Broadway and Main Street. The Property is
centrally located and offers excellent access to Downtown Vancouver and all major
transportation arterial routes to Greater Vancouver. Public transportation is available
via buses and the rapid transit system which services Vancouver, Burnaby, New
Westminster, Surrey, Richmond and the Vancouver International Airport.
The surrounding developments nearby include similarly constructed one to three

storey office/warehouse buildings and multi-family dwellings.
1.4 Land Information

4 SALE PA C K A G E
The Property is rectangular shaped and comprised of three legal lots offering a
frontage of approximately 148.50 feet and a depth of approximately 122.0 feet. The
total site area is approximately 18,117 square feet. The site offers good corner
exposure and rear lane access. The existing building occupies the entire site.
1.4.1 Legal Description
The lands that comprise the Property are legally described as:
PID: 003-621-154
Lot 14 Block 45 District Lot 200A Plan 197
PID: 003-621-618
PID: 003-621-626
(the "Lands")
A copy of Plan 197 is attached as Schedule B. Each prospective Offeror should

conduct its own title searches and review any registered charges.
1.4.2 Municipal Address
5 East 8th Avenue, Vancouver, BC
Situated on the north side of 8th Avenue between Ontario Street and Quebec
Street.
1.5 Charges On Title
The titles to the Lands are currently free and clear of all encumbrances. A copy of
recent title searches for the Lands are attached as Schedule C.
1.6 Use of Property and Operating Expense History
The Property is currently vacant and available for occupancy. It was most recently
used as a police authority building by the Vancouver Police Department. There is no
lease information to report.
The actual operating expenses for the last three years are broken down and shown
below and are reflective of a 24/7 operational use.

SALE PACKAGE
Expenses 2011* 2010 2009

Insurance $12,482 $9,129 $4,852
Hydro $50,774 $61,469 $53,662
Gas $7,145 $9,819 $13,318
Maintenance $52,558 $181,075 $190,300
Total Expenses $122,958 $261,491 $262,132
* The 2011 expenses are based upon a partial year as the police moved out July, 2011.
1.7 Soils Report
A Phase 1 Environmental Site Assessment was completed by Hemmera Envirochem Inc.,

dated November 2011. The executive summary is attached as Schedule D.
1.8 2012 British Columbia Assessment Information
The 2012 Assessment is the most recent assessment for the Property. The assessment
is split between land and improvement values as follows:
Land Value $3,293,000

Improvement Value $6,326,000
Total Actual Value $9,619,000
While owned by the City, the Property is exempt from property taxes. Upon sale by
the City, the property taxes will be payable. BC Assessment has classified the Property
as Class 6 Business 8t Other. The 2011 property tax rate for Business Class 6 properties
is 18.11148 per $1,000 of assessed value.
Please refer to Schedule E for a copy of the BC Assessment Roll Information.
1.9 HST
Any HST (or any successor tax that may replace or supersede the HST) or other
applicable taxes, including, without limitation, property transfer tax payable on the
purchase of the Property will be the responsibility of the Offeror.
1.10 Zoning
The Property is zoned 1-1 (Industrial District) pursuant to Zoning and Development By
law No. 3575. The subject zoning permits light industrial uses that are generally
compatible with one another and with adjoining residential or commercial districts. It
is also the intent to permit advanced technology, and industry with a significant
amount of research and development activity.
Outright approved uses include Cultural and Recreational, Institutional, Manufacturing,

Retail, Service, Transportation and Storage, Utility and Communication and Wholesale
Use and Accessory Buildings customarily ancillary to any of the listed uses.

SALE PACKAGE
Conditional approved uses consist of Cultural and Recreational, Dwelling, Institutional,

Manufacturing, Office, Parking, Retail, Service, Transportation and Storage, Utility and
Communication, Wholesale and Accessory Buildings customarily ancillary to any of the
listed uses.
The maximum building height is 18.3 metres or 60.0 feet. There are no side yard
setbacks. The maximum floor space ratio shall not exceed 3.00 for Manufacturing,
Transportation and Storage Uses, Utility and Communication Uses, Wholesale Uses,
Service Uses: Laboratory; Laundry or Cleaning Plant; Production or Rehearsal Studio,
Repair Shop - Class A; and Work Shop. The maximum floor space ratio shall be 1.0 for
all other uses combined and the floor area in retail uses, including accessory retail,
shall not exceed 1,000 m2 or 10,764 square feet.
The building was built as a "public authority" building and it functions as an office
building. The Property can be maintained as a general office with limitations on
service type office uses as provided in the zoning bylaw. The permitted uses for this
non-conforming public authority building should be confirmed with the Planning
Department.
See Schedule F for the applicable zoning schedule.
The zoning documents and policies may be amended from time to time. The Zoning
and Development By-law is available on the City's website at
www, city. Vancouver, be. ca
1.11 Further Information & inspection
No information other than that contained in this Sale Package will be provided by the
City of Vancouver in its capacity as owner of the Property. However, if in carrying out
due diligence, an Offeror wishes to obtain further information concerning the Property
from the City in its capacity as a regulatory body, they may do so.
The City will provide two opportunities to view the Property in advance of the
deadline for Offers. Offerors who wish to tour the Property prior to submitting an
Offer are advised to notify Melinda Chan, City of Vancouver, Real Estate Services in
writing by 4:30 p.m. 3 days in advance of their selected viewing date. The available
viewing date and times are Wednesday, March 7, 2012 at 10:00 a.m. or Thursday,
March 29, 2012 at 10:00 a.m. A Property Viewing Reservation Form is provided as
Schedule H.
For convenience, a timeline for this Invitation to Offer process is provided as Schedule
1.12 Confidentiality and Application of Freedom of Information Legislation
The City is subject to the British Columbia Freedom of Information and Protection of
Privacy Act. All information submitted to the City becomes the property of the City,
will be received and held in confidence by the City and the information will not be
disclosed except to the extent necessary for carrying out this agreement or as required
by law.

SALE PACKAGE
1.13 Note to Offerors
This Sale Package has been prepared and administered by the City's Real Estate
Services Group independent of the other departments within the City which have
regulatory control or duties relating to the Property. An Offeror must not rely on the
contents of the Schedules included in this Sale Package and must acknowledge, and is
hereby now notified, that the information residing in files or databases or within the
knowledge of City staff working on the Property other than in the Real Estate Services
Group have not necessarily been incorporated into this Sale Package and, if not so
incorporated, cannot be deemed or interpreted as the City acting through the Real
Estate Services Group. Each Offeror now agrees to submit an Offer only on the same
basis as property being offered for sale by an owner other than a public regulatory
body and now waives all rights and/or recourse, both in law and in equity, which
might arise by virtue of the fact that information was known to the City as seller and
the City failed to disclose it because it failed to cross-reference all its files, databases
and City staff with the action taken by the City's Real Estate Services Group in offering
the Property for sale.
SECTION 2.0
RULES GOVERNING SALE PROCESS
2.1 General Rules on Submitting an Offer
2.1.1 Form Of Offer
The Offer should be submitted in the form set out in Section 4.0 of this Sale
Package and should be completed in its entirety. An authorized signatory for
the Offeror should initial in the space provided at the bottom of each page
and return every page of this bound Sale Package in its entirety.
2.1.2 All Offers Are Irrevocable for 30 Days
April 13, 2012 (4:30 PM) is the offer closing time (the "Offer Closing Time"),
and all Offers (including, without limitation, the offers to purchase contained
in them) are irrevocable and will remain open for acceptance by the City for 30
calendar days after the Offer Closing Time.
2.1.3 Deliver Prior to Offer Closing Time
It is the sole responsibility of the Offeror to deliver its Offer to the Reception
Counter of the Office of the Director of Real Estate Services at the address set
out in Section 2.2.4 before the Offer Closing Time.
2.1.4 Late or Faxed Offers May be Rejected
Offers which arrive after the Offer Closing Time or without the Initial Deposit
(see Section 2.2.3) may be returned unopened. Faxed Offers will not be
accepted.
/-
SALE PACKAGE
2.2 How to Prepare and Submit Your Offer
2.2.1 Offers Must Use Correct Legal Name
The name of the Offeror inserted in the Offer should be the Offeror's exact
legal name.
2.2.2 No Changes to Text or Form of Sale Package
Changes or amendments to the pre-printed text or form of the Sale Package

which constitutes the Offer may not be accepted. All corrections to
information inserted in the Offer by the Offeror should be made in ink and have
the authorized signatory's initials entered beside the correction.
2.2.3 Deposit Must Accompany Offer
A deposit of $200,000.00 (the "Initial Deposit") payable to the City of

Vancouver must be enclosed with the Offer and will be held by the City as a
deposit on account of the Offeror's offer to purchase the Property. If the City
does not accept the Offeror's Offer within the 30 day period set out in Section
2.1.2, the City will return the Initial Deposit promptly on request or without
request within a reasonable period of time. If the City accepts the Offeror's
Offer, the Initial Deposit must be increased as set out in Section 3.3 of this Sale
Package. The Initial Deposit must be in the form of a bank draft consistent
with the currency/method of payment requirements set out in Section 6.4 of
the sale contract attached as Schedule G (the "Sale Contract"). Interest, if
any, which accrues on an Initial Deposit held by the City, will accrue to the
benefit of and be retained by the City, whether or not the City accepts the
Offer.
2.2.4 Offer and Initial Deposit in Sealed/Specially Marked Envelopes
Both the Offer and the Initial Deposit must be enclosed in a sealed envelope
clearly addressed on the outside of the envelope with the following:
Offer and Deposit For:
5 East 8th Avenue

Office of the Director of Real Estate Services
City of Vancouver
Business Planning Et Services
Suite 300, 515 West 10th Avenue
Vancouver, British Columbia V5Z 4A8
2.3 Commission
If the Offer is submitted by an agent of the Offeror who is the holder of a valid
and subsisting agent's license (hereinafter called the "Agent") pursuant to the
Real Estate Services Act S.B.C. 2004, Chapter 42, and the City's Director of

9 SALE PA C K A G E
Real Estate Services is so advised by separate written notice on the Agent's

letterhead paper which is attached to the submitted Offer, the City shall pay
to the Agent, once the transaction contemplated by this Offer has been
completed on the Closing Date in accordance with the Vendor's Statement of
Adjustments approved by the City, a sum of money representing one and one-
half percent (1 112%) of the Purchase Price. In determining which Offer
contains the highest Purchase Price, the City shall deduct any real estate
commission payable by the City pursuant to this Section 2.3.
2.4 Legal Terms and Conditions of Sale Process
2.4.1 No Legal Obligation Assumed by City until Signed Sale Contract
The City assumes no legal duty or obligation in respect of this Sale Package
(except to return the Initial Deposit to any Offeror whose Offer is not accepted
within the 30 day period referred to in Section 2.1.2), unless and until the City
accepts a valid Offer by resolution of City Council and the authorized
signatories for the City have signed both the acceptance page of the Offer and
the Sale Contract and then only those duties and obligations which are
expressed in the Sale Contract will apply. No Offer will be considered
accepted by or binding on the City, unless and until City Council has resolved to
accept the Offer and the authorized signatories for the City have signed both
the acceptance page of the Offer and the Sale Contract and forwarded an
executed copy to the Offeror.
2.4.2 "Losses" is Defined Term
In this Sale Package, "Losses" means, in respect of any matter, all
(a) direct and
(b) indirect and consequential,
claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs

and expenses (including without limitation, all legal and other professional fees
and disbursements, interest, penalties and amounts paid in settlement,
whether from a third person or otherwise).
2.4.3 Legal Rights and Obligations Subject to this Section 2.4
Despite any other term, express or implied, of this Sale Package, the City and
the Offeror agree that all of their respective rights and obligations at law and
in equity, in contract and in tort, in all matters relating to the sale process (as
opposed to a Sale Contract) will be absolutely and unconditionally subject to
this Section 2.4.
2.4.4 Offeror's Risk/Cost
The Offeror acknowledges that the City is a public body required by law to act
in the public interest. While the City has every intention of conducting the

10 SALE PA C K A G E
sale process in a fair and impartial manner, in no event does the City owe to
any Offeror:
(a) a contract or tort law duty of care, fairness, impartiality or procedural

fairness in the sale process; or
(b) a contract or tort law duty to preserve the integrity of the sale process,
and the Offeror now assumes and agrees to bear all Losses arising from
participating in the sale process, including all costs and expenses incurred by
the Offeror in preparing its Offer. Without in any way limiting the general
scope of this Section 2.4, and by way of example and illustration only,
(c) the highest or any Offer need not necessarily be accepted and the City
may reject any and all Offers at any time without further explanation
(by way of further example, if the City determines that all Offer prices
are too low), or accept any Offer considered advantageous to the City,
or may subsequently advertise the Property for sale in any manner that
the City chooses;
(d) Offers which contain qualifying conditions or otherwise fail to conform

to the requirements of this Sale Package may be disqualified or
rejected. The City may waive any non-compliance with this Sale
Package, specifications or any conditions, including the time of delivery
of anything required by this Sale Package and may at its sole discretion
elect to retain for consideration Offers which are nonconforming
because they do not contain the content or form required by the Sale
Package or because they have not complied with the City's submission
rules contained in this Sale Package; and
(e) The City may, at any time prior to signing a Sale Contract, negotiate
changes to terms and conditions of the Sale Contract with any one or
more of the Offerors without having any duty or obligation to advise any
other Offerors or to allow them to vary their Offer prices as a result of
such changes and the City will have no liability to any other Offeror as a
result of such negotiations or modifications.
2.4.5 Release
The Offeror now releases the City from all liability for any Losses in respect of:
(a) any alleged (or judicially imposed) breach by the City of the sale
process (it being acknowledged and agreed that, to the best of the
parties' knowledge, the City has no obligation or duty under the sale
process which it could breach (other than wholly unanticipated
obligations or duties merely alleged or imposed judicially));
(b) any unintentional tort of the City occurring in the course of conducting
the sale process;

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39V)DVd3TVS U
(a) the arbitrator will be selected by the City's Director of Legal Services,
and
(b) Sections 2.4.5, 2.4.6 and 2.4.7 will:
i. bind the City, the Offeror and the arbitrator, and
ii. survive any and all awards made by the arbitrator, and
(c) the Offeror will bear all costs of the arbitration.
2.5 Offeror's Due Diligence Responsibilities
The Offeror acknowledges that it will only submit an Offer in response to this Sale
Package that is subject to the Offeror conducting all inquiries, investigations, tests
and surveys ("Due Diligence") which a sophisticated purchaser of property sold on an
"as is, where is" basis could conduct given such opportunity within twenty-five (25)
days of receiving both the signed Offer and Sale Contract from the City (as completed
by the City's Director of Legal Services in accordance with the Offer). This condition
precedent, as set out in section 4.3 of the Sale Contract attached as Schedule G,
would be removed by the Offeror in the event the Offeror is completely satisfied
either with the results of the Due Diligence, the risk level associated with those
results, or the risk level associated with the lack of results (either from (i) not
performing the Due Diligence or (ii) attempting and failing to get results or reliable
results or (iii) obtaining results for which, if incorrect, the Offeror has waived its rights
of recourse against the City).
The Offeror hereby releases the City from all Losses in any manner related to or
arising from the Offeror's reliance on any information contained within this Sale
Package, including, without limitation, all Schedules attached hereto, or information
(verbal or written) provided at any time by officials or employees of the City.
2.6 No Effect on Vancouver Charter Rights
Nothing in this Sale Package will operate, if the City so elects, to affect or derogate
from the City's powers, rights, duties and obligations under the Vancouver Charter as
amended or replaced from time to time, and the City may, if the City so elects,
exercise and carry out any and all of its powers, rights, duties and obligations under
the Vancouver Charter as though any agreement resulting from this Sale Package had
never been made.
2.7 Communication
Any communication with Real Estate Services regarding this Offer must be in writing
and delivered to:
Office of the Director of Real Estate Services

City of Vancouver
Business Planning and Services

Suite 300, 515 West 10th Avenue

Vancouver, BC V5Z 4A8
SECTION 3.0
TERMS AND CONDITIONS OF PURCHASE AND SALE
3.1 Sale Contract
Within 14 calendar days of receiving both the signed Offer and Sale Contract (as
completed by the City's Director of Legal Services in accordance with the Offer) from
the City, the successful Offeror will execute the Sale Contract. The successful Offeror
and the City will then complete the purchase and sale of the Property on the Closing
Date of July 9. 2012 or otherwise as set out in the Sale Contract in accordance with
the terms and conditions of the Sale Contract.
3.2 Offeror Assumes Risk of Buying "As Is, Where Is"
The successful Offeror assumes all risks of purchasing the Property on the basis set out
in Section 5.6 of the Sale Contract and releases the City as set out in Section 5.5 of
the Sale Contract.
3.3 Approval by City Council and Increase of Initial Deposit
Once the successful Offeror and the City execute the Sale Contract, the successful
Offeror will increase the Initial Deposit in accordance with Section 2.3 of the Sale
Contract, so that the total deposit (including the Initial Deposit) equals 10% of the
Purchase Price as set out in the Offer and this deposit will be a credit against the
Purchase Price. Interest, if any, which accrues on the increased deposit held by the
City will accrue to the benefit of and be retained by the City.

SECTION 4.0
OFFER / ACCEPTANCE SECTION
4.1 Offer to Purchase
TO: CITY OF VANCOUVER

Office of Director of Real Estate Services
I/We now offer to purchase from the City the Property located at 5 East 8th Avenue,
legally described in this Sale Package for the sum of $
(the "Purchase Price") on the terms and conditions contained in this Sale Package,
including the Sale Contract, all of which will survive the completion of the purchase
and sale of the Property.
My/Our certified cheque or bank draft for $200,000.00 is enclosed as the Initial
Deposit to be held on account of my/our offer to purchase the Property.
Dated at , British Columbia this day of , 2012.
My/Our Agent (if applicable) is and is submitting

this Offer on My/Our behalf and will be entitled to real estate commission in
accordance with Section 2.3 of this Sale Package and we acknowledge and agree that
this commission will be deducted from the Purchase Price in the City's evaluation of
this offer as set out in Section 2.3.
4.2 Name, Address and Witnessed Signature Under Seal of Offeror
4.2.1 Legal Name and Description of Offeror
The complete name of the Offeror is (complete as applicable):
(a) An individual named .

(b) A partnership named
comprised of the following partners:
[Note to Offeror: Insert full legal names and, if partners are corporations,
include incorporation /registration numbers for each corporate partner in the
spaces provided above.]
(c) A company named , incorporated under the

laws of under incorporation No. ,
and, if an extra-provincially incorporated company, registered as an extra-
provincial company in British Columbia under registration number
initials of Authorized Signatory

15 SALE PACKAGE
4.2.2 Address, Contact, Telephone and Fax Number for Offeror

[Note to Offeror: Complete all blanks as applicable]
Offeror(s) Address:
Contact Person (if other than Authorized Signatory)
Telephone/Fax/E-Mail:
4.2.3 Witness/Authorized Signatory Name. Address, and Signature

[Note to Offeror: Complete and have signed by Authorized Signatory in presence
of Witness.]
Witness to Signature(s): Authorized Signatory(ies) for Offeror:

Witness: Authorized Signatory(ies):
Name Name
Signature Signature
Address Address
Telephone No. Telephone No.
Fax No. Fax No.
Name
Signature
Address
Telephone No.
Fax No.
[Note to Offeror: The following will be completed by the City only if the Offeror's
Offer is accepted by the City]

4.3 City Acceptance
ACCEPTANCE
Pursuant to the Vancouver City Council Resolution dated

the City now accepts this Offer on the terms and conditions of this Sale
Package, including the Sale Contract, and encloses the Sale Contract signed by
the City, for signature by the Offeror.
Date of City's Acceptance: ., 2012
CITY OF VANCOUVER
by its Authorized Signatories:
Michael Flanigan
Director of Real Estate Services
Frances J. Connell
Director of Legal Services

17 SALE PACKAGE
SECTION 5.0
SCHEDULES
5.1 Legal Effect of Schedules
Except only for the legal description portion of the title search attached as Schedule
D, the following schedules are provided to Offerors for general reference purposes
only. Without limiting the general scope and intent of any of the other terms of this
Sale Package, the City makes no representations or warranties concerning the
completeness or accuracy of the contents of the following schedules. Offerors must
not rely on the contents of the Schedules and must independently satisfy themselves
as to all aspects of the Property by acquiring information independent of and entirely
separate and apart from the attached schedules and without relying in any way on the
attached schedules.
5.2 List of Schedules
The following schedules are attached to this Sale Package and are at all times
completely subject to the terms and conditions of Section 5.1:
SCHEDULES
Schedule A Building Floor Plans

Schedules Legal Plan 197
Schedule C Title Searches
Schedule D Phase 1 Environmental Site Assessment-Executive Summary
Schedule E BC Assessment Roll Information
Schedule F Zoning By-law
Schedule G Sale Contract
Schedule H Property Viewing Reservation Form
Schedule I Invitation to Offer Process Timeline

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SCHEDULE G - SALE PACKAGE
1.2 Interpretation. The following provisions will apply to this Contract:
1.2.1 sections and headings are for convenient reference, and are not to
affect the meanings of provisions, and use of the singular or masculine
includes the plural, feminine, or body corporate, and vice versa;
1.2.2 if a court finds any provision invalid, illegal, or unenforceable, and

severs it from this Contract, the remaining provisions are to remain in
force and effect;
1.2.3 the Seller and Buyer will interpret the language of this Contract simply,
fairly, and not strictly for or against either of them;
1.2.4 time will be of the essence, and if the Buyer or Seller expressly or
impliedly waives that requirement, the Buyer or Seller may re-instate it
by delivering notice to the other;
1.2.5 this Contract represents the entire agreement between the Buyer and
Seller regarding the matters set out in it, and supersedes all prior
agreements, understandings, letters of intent, negotiations, or
discussion about those matters, and no amendment is to have any force
or effect unless the Buyer and Seller have signed it;
1.2.6 references to statutes and bylaws are to them as they exist on the
Effective Date, and to later amendments or replacements of them; and
1.2.7 if there is more than one Buyer, the Buyer's representations and
agreements will be joint and several.
SECTION 2
SALE AND PURCHASE
2.1 Sale and purchase. The Seller will sell the Property to the Buyer free from all
liens, charges, or encumbrances except for Permitted Charges, and the Buyer will
purchase the Property from the Seller, subject to the terms and conditions of this
Contract.
2.2 Purchase price. The Buyer will pay the Purchase Price to the Seller for the
Property.
2.3 Deposit. The Seller acknowledges the receipt and sufficiency from the Buyer
of the Deposit on account of the Purchase Price. If the Seller gives the Buyer the
notice referred to in section 4.1 and the Buyer gives the Seller the notice referred to
in section 4.2, the Buyer will enclose with its notice to the Seller a further deposit of
$<i-insert amount of required increase in Deposit but, if there is no increase, insert
"0"> payable to the Seller. If the transaction completes, the Deposit will be a credit
against the Purchase Price. If the transaction does not complete because the Seller
defaults in complying with the Seller's obligations under this Contract, the Seller does

This is the 1st affidavit
MAR 10 2014 CJJ of J. Breckner in this case and was
madeonlO/Mar/2014
No. S141130
Vancouver Registry
IN THE SUPREME COURT OF BRITISH COLUMBIA
BETWEEN:
GLEN NORMAN CHERNEN, JOHN KESTELIDIS, MARIE CHERNEN,

NORMAN CLAYTON, AARON PATRICK CLAYTON,
JEREMY THOMAS GUSTAFSON, SHAWN AARON POPOFF,
JULIO ENRIQUE PEREZ VERTTI CESAR,
NICHOLAS WILLIAM ANDREW CHERNEN, DUSTIN ALEXANDER BURCHILL
PETITIONERS
AND:
GREGOR ANGUS BETHUNE ROBERTSON
RESPONDENT
AFFIDAVIT
1, John Breckner, Associate Director, of 515 West 10ui Avenue, Vancouver, British Columbia,
V5Z 4A8, SWEAR OR AFFIRM THAT:
1. I am the Associate Director of Operations in the Real Estate and Facilities Management
Department ("Real Estate Department") of the City of Vancouver, and as such have
personal knowledge of the facts deposed to in this affidavit except those facts which I say
are based upon information and belief and as to those facts I truly believe them to be true.
2. In my capacity as the Associate Director of Operations in the Real Estate Department, I

along with Melinda Chan, Property Negotiator, were the lead representatives of the City
of Vancouver on efforts to sell and/or lease the building located at 5 East 8th Avenue,
Vancouver, British Columbia (the "Subject Property"). At all material times, I reported
uondershare"
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to the Director of Real Estate Services, Michael Flanagan, who reported to the General
Manager of the Real Estate Department, who reported to the City Manager.
3. The Subject Property is a former Vancouver Police Department facility. When the
Vancouver Police Department relocated the operations formerly located in the Subject
Property (and certain of its operations on Main Street) to a new facility on Graveley
Street in Vancouver, the Subject Property was determined to be surplus to the
requirements of the City of Vancouver. At a meeting of October 6, 2011, City Council

authorized the Real Estate Department to offer the Subject Property for sale with any
such transaction subject to a report back to Council. A copy of the public minutes of that
meeting is attached and marked as Exhibit "A" to this my Affidavit.
4. In February 2012, the Real Estate Department issued a Notice of Invitation to Offer for
GO
the Subject Property, inviting bids to purchase, with a closing date of April 13, 2012.
The Notice of Invitation to Offer was, as is the usual practice of the Real Estate
Department, published in the Vancouver Sun, Vancouver Province and Business in

Vancouver, and on the City website.
5. As is the usual practice for properties of this nature, the Real Estate Department obtained
an independent third party appraisal on April 4, 2012, a copy of which is attached and
marked as Exhibit "B" to this my Affidavit.
6. Four offers were received ranging in value between $3 million and $7.5 million. The
Real Estate Department considered all of them to be below the market value of the
Subject Property based on the assessed value of $9,619,000 and the independent third
party appraisal at $9,950,000, and therefore did not accept any of them. The proponents , pV* . /
were notified that their offers were rejected on April 17, 2012. (AA y /? ^"fi/
7. Thereafter, the Real Estate Department continued informal efforts to market the Subject
VI
Property for sale or lease on commercial terms and at fair market value. With respect to
the latter, it was believed that the Subject Property might be more likely to attract a
purchaser at fair market value if it were leased, as purchasers of commercial properties

generally value such assets according to their capitalized income stream. In this case, the
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duration and amount of rent the City could expect from any given tenant was unknown
and accordingly, consistent with its usual practice, the Real Estate Department did not
initiate any formal procurement process for leasing the Subject Property.
8. The continued availability of the Subject Property for sale or lease was known publicly.
Attached and marked as Exhibit "C" to this my Affidavit is a copy of a story that
appeared in Business in Vancouver on May 15, 2012, in which that is specifically

discussed. A sign indicating the Subject Property was 'for sale' was also in place at the
Subject Property, a photo of which is attached and marked as Exhibit "D" to this my
Affidavit.
9. The Real Estate Department was contacted by PCI Developments Corp. ("PCI"), a
Vancouver development company. PCI indicated that it was working jointly with
HootSuite Media Inc. ("HootSuite") to locate and develop office space which would be
occupied by HootSuite. A copy of PCI's letter dated May 14, 2012 is attached and
marked as Exhibit "E" to this my Affidavit. PCI and HootSuite were represented by a
commercial broker, CB Richard Ellis ("CBRE").
10. The Real Estate Department entered negotiations with CBRE towards a lease of the
Subject Property with an option to purchase. At a later stage during the negotiations, it
became clear that PCI Group would not be participating, and CBRE began negotiating
solely on behalf of HootSuite.
11. The Real Estate Department continued its negotiations with CBRE, and was ultimately
able to reach an agreement with HootSuite, subject to approval by City Council. A copy
of the Lease Proposal dated June 14, 2012, executed by Mr. Flanigan, is attached and
marked as Exhibit "F" to this my Affidavit.
12. The Real Estate Department was aware through the Vancouver Economic Commission
("VEC") that HootSuite was outgrowing its prior office space in the Railtown area of
Vancouver, and that the VEC believed HootSuite was a desirable employer to retain in
Vancouver. The Real Estate Department regularly receives inquires from staff and Board
members of the VEC (which includes the Mayor and the City Manager) regarding
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whether properties owned by the City of Vancouver may be available on commercial

terms to enterprises seeking to locate or relocate within Vancouver. That is the context
for Mr. Flanigan's email of May 15, 2012 that is at page 126 of the exhibits to the First
Affidavit of Glen Norman Chemen filed in this proceeding.
\1 13. While the VEC and the City of Vancouver both have the corporate goal of maintaining
""j Tp quality employers in Vancouver, the City of Vancouver has a policy of only selling or 7\ J
leasing property at (or if possible above) its fair market value, unless it is to a non-profit /\, j~
organization, which would not include HootSuite. "fo/L. \
14. The agreement negotiated by the Real Estate Department with HootSuite satisfied the
Real Estate Department's mandate of realizing at or above fair market value for City- <^J-
owned p r o p e r t y. ^-1^
15. The Subject Property was purpose-built for use as a police facility and has been described
as a "bunker". As such, the Subject Property would not be considered optimal for
general office use. The independent appraisal obtained by the Real Estate Department on
April 4, 2012 opined that the City could expect fair market base rent between $16.00 and
$18.00 per square foot, assuming a fair market tenant inducement allowance of $25 per
square foot for a 5 year lease term.
16. Given it was a triple net lease, HootSuite agreed to pay for all utilities and other operating
costs, amounts in lieu of property taxes, and maintenance (other than any structural
repairs), cumulatively estimated to be approximately Sll per square foot per annum, plus
an average base rent of $19.80 per square foot (exclusive of a three month base rent free
period) over the lease term plus parking rates, and the landlord would only have to
provide a tenant inducement allowance of $20 per square foot for a 5 year lease term.
This was determined by the Real Estate Department to be at or possibly above fair market
rent.
17. As well, the Real Estate Department was satisfied that the $9.3 million option to purchase
A /
price represented fair market value, having regard to the assessed value and independent w if
appraisal value, and taking into account that a portion of the tenant inducement allowance
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will become refundable if the option to purchase is exercised prior to the date the tenant
inducement becomes fully amortized.
18. On the basis of the foregoing, the Real Estate Department was confident that the
HootSuite transaction would be very beneficial to the City of Vancouver and should be
recommended to Council for approval. Mr. Flanigan prepared an In Camera
Administrative Report to City Council dated June 26, 2012, a copy of which is attached
and marked as Exhibit "G" to this my Affidavit. The City Manager and the General
Manager of the Real Estate Department concurred in the recommendations in the June
26, 2012 In Camera Administrative Report, as indicated therein.
19. Except for leases to non-profit organizations, it is and has long been the regular practice
of the City of Vancouver that potential property transactions be considered in camera
because of concerns that disclosure could harm the commercial interests of the City
and/or the third party purchaser or tenant.
20. When a property transaction is considered at an in camera City Council meeting, the
regular practice is for the written staff report to be circulated to Council, creating a record
for the transaction, accompanied by a high level verbal presentation by City staff,
followed by a vote of Mayor and Council. Although I was not present at the June 27,
2012 meeting of City Council, my experience from attending many such meetings over
the course of my career is that rejection of the recommendation of the Real Estate
Department is unusual.
21. Pursuant to Council approval, I executed the Lease Agreement that is (without schedules)
marked as Exhibit "DD" to the First Affidavit of Glen Norman Chernen in this
proceeding.
22. Subsequent to Council approval of the Lease Proposal, Mike Magee of the Mayor's
office passed along to Mike Flanigan an inquiry from HootSuite as to whether the Subject
Property would qualify for the City's Tennant Improvement Program ("TIP"), as is set
out at page 130 to the Exhibits to the First Affidavit of Glen Norman Chernen filed in this
proceeding. City staff regularly receive contact from elected officials who have been
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approached by constituents about doing business with the City such as this. The
procedure in such instances is to have the inquiries referred through senior staff for a
workup and response which aligns with City policy, bylaws and statutory requirements.
23. This particular email refers to an alternative permit-issuing process generally available to
businesses that rent in bylaw compliant buildings (no matter who their landlord is) and
has nothing to do with the financial terms of the Lease Agreement. Attached and marked
as Exhibit "H" to this my Affidavit is a copy of a City of Vancouver webpage describing
the TIP program. The Real Estate Department is not involved in the permitting process,
which is instead handled by Planning & Development Services. I understand this inquiry
was forwarded to Planning & Development Services.
24. While HootSuite was undertaking renovations to the Subject Property, an issue arose
with HootSuite as to whether the City was obligated to replace the roof of the Subject
Property. The tenant approached the Mayor's Office, which passed the inquiry on the
City Manager, and subsequently the Real Estate Department received inquiries from both
the Mayor's Office and the City Manager on this issue. In response, the Real Estate
Department clarified with HootSuite that no structural repair or roof replacement was
required, and accordingly under the terms of the Lease Agreement any current repairs to
the roof were HootSuite's responsibility. HootSuite ultimately accepted the Real Estate
Department's position.
25. In 2013, the Real Estate Department was consulted by the City's Director of Access to
Information about requests submitted to the City under the Freedom of Information and
Access to Privacy Act with respect to the lease and option to purchase of the Subject
Property. It is the general practice of the Real Estate Department to seek to have redacted
from responses to freedom of information requests the financial terms associated with
commercial leases of City owned property. That practice was followed in this case.
26. In my experience, the financial terms of commercial leases are generally regarded as
confidential (whether or not a public body is the landlord), in the interests of both the
landlord and the tenant. With respect to the landlord, disclosure of the terms of one lease
could prejudice the landlord's ability to negotiate the best possible financial terms with
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respect to other properties. With respect to the tenant, disclosure of financial lease terms
could result in competitors of the tenant gaining a competitive advantage through
knowledge of one of the tenant's significant costs of doing business.
27. However, the fact that HootSuite had an option to purchase the Subject Property for $9.3
million has been a matter of public record since November 6, 2012, when the Option to
Purchase was filed in the New Westminster Land Title Office. On the same date, a short
form lease was filed that did not disclose the financial terms of the lease, as is commonly
done with commercial leases.
28. As far as I am aware, there has been no other involvement of the Mayor or the Mayor's
Office with respect to the Subject Property other than as noted above.
SWORN BEFORE ME at Vancouver,

-4-
British Columbia, this ___ day of
March, 2014.
A Commissioner for taking Affidavits

for British Columbia.
7'/IAIN Kf DIXON
,453 WEST 12th AVENUE
VANCOUVER BC V5Y 1W
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This is Exhibit "A" referred to in the Affidavit

of John Breckner sworn (affirmed) before
._r me this 10th day of March, 2014 at the
City of Vancouver.
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A Commissioner for taking Affidavits for
British Columbia
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/ * CITY OF C I T Y OF '
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VANCOUVER
REPORT TO COUNCIL
STANDING COMMITTEE OF COUNCIL

ON CITY SERVICES AND BUDGETS
OCTOBER 6, 2011
A Regular Meeting of the Standing Committee of Council on City Services and Budgets was
held on Thursday, October 6, 2011, at 10:05 am, in the Council Chamber, Third Floor, City
Hall.
P R E S E N T: C o u n c i l l o r R a y m o n d L o u i e * , C h a i r
Mayor Gregor Robertson*
Councillor Suzanne Anton
Councillor David Cadman
Councillor George Chow
Councillor Heather Deal*
Councillor Kerry Jang
Councillor Geoff Meggs*, Vice-Chair
Councillor Andrea Reimer*
Councillor Tim Stevenson*
Councillor Ellen Woodsworth
CITY MANAGER'S OFFICE: Penny Ballem, City Manager

Sadhu Johnston, Deputy City Manager
CITY CLERK'S OFFICE: Terri Burke, Meeting Coordinator
* Denotes absence for a portion of the meeting.
MATTERS ADOPTED ON CONSENT
MOVED by Councillor Anton
THAT the Committee adopt Items 4 and 5 on consent.
CARRIED UNANIMOUSLY
(Councillor Deal and Mayor Robertson absent for the vote)
PROCLAMATION: Homelessness Action Week 2011
The Mayor proclaimed the week of October 10 - 16, 2011, as "Homelessness Action Week" in
the city of Vancouver and invited Karen O'Shannacery, Executive Director, Lookout Emergency
Aid Society, to receive the proclamation and say a few words.
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Standing Committee of Council on City Services and Budgets
Minutes, Thursday, October 6, 2011
f t
PRESENTATION: Homelessness Action Week 2011
The Coordinator of the Tenant Assistance Program, along with the Deputy General Manager,
Community Services, and the Assistant Director, Housing Policy, provided a presentation on
w H o me l e ssn e ss Acti o n We e k, a n d re sp o n d e d to q u e sti o n s.
MOVED by Councillor Jang

w T H AT t h e C o m m i t t e e r e c o m m e n d t o C o u n c i l
THAT staff present a report at the next Regular Council meeting to confirm the
_* tenanting of the fourteen Memorandum of Understanding (MOU) sites is progressing.
CARRIED UNANIMOUSLY
V
1. Renewal of Sub-Lease of Foreshore in Stanley Park to Vancouver Rowing Club
m September 19, 2 0 11
fr - The Committee heard from one speaker in support of the recommendations.
MOVED by Councillor Deal

THAT the Committee recommend to Council
A. THAT Council authorize the Director of Real Estate Services to negotiate and
enter into a sub-lease with Vancouver Rowing Club for the two areas of Stanley
Park, with an area of 4.426 acres and .091 acres respectively, and on which the
ft Vancouver Rowing Club Heritage Clubhouse, wharves and appurtenances are
f t situated, as shown dotted and labelled "Lease of Portion of Stanley Park" in
Appendix A (the "Sub-Lease Lands") of the Administrative Report dated
-
September 19, 2011, entitled "Renewal of Sub-Lease of Foreshore in Stanley
Park to Vancouver Rowing Club", subject to the following general terms and
conditions:
- r Term: Thirteen (13) years and one (1) month, commencing

December 1, 2011, ending December 31, 2024, to
- coincide with the expiration of Vancouver Rowing Club's
adjacent water lot lease with Port Metro Vancouver.
Rent: Nominal Rent. Two ($2.00) dollars per year plus property
taxes as if levied and applicable taxes.
v
Use: For the purposes of maintaining a clubhouse and
operating a club engaged in promoting, developing,
participating in and sponsoring amateur athletic activities
m related to but not limited to the sports of rowing, r u g b y,
cricket, field hockey, tennis, cross country running, in
addition to the operation of a marina for use by members
^ and the public for no commercial gain to its members.
<%&$* ujondershare"
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. . .
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Standing Committee of Council on City Services and Budgets

f
+ M i n u t e s , T h u r s d a y, O c t o b e r 6 , 2 0 11
Other Terms and Tenant to be responsible for all building improvement

Conditions: costs associated with their use, including, but not limited
to all operating, repair, maintenance, structural,
f t electrical and mechanical costs of the property during
the term of the lease.
f t
B. THAT such sub-lease, as contained in the Administrative Report dated
fr Park to Vancouver Rowing Club", will be on terms and conditions acceptable to
the Directors of Real Estate and Legal Services.
.* C. THAT the Director of Reat Estate Services be authorized to execute and deliver
the sub-lease, as contained in the Administrative Report dated
m P a r k t o Va n c o u v e r R o w i n g C l u b " , o n b e h a l f o f t h e C i t y o f Va n c o u v e r.
D. THAT, as contained in the Administrative Report dated September 19, 2011,
entitled "Renewal of Sub-Lease of Foreshore in Stanley Park to Vancouver
Rowing Club", no legal rights or obligations will arise hereby and none will arise
or be granted hereafter unless and until all legal documentation has been
executed and delivered by the Director of Real Estate Services.
m G A R R E D U W \ N M O U S LY A N D
BY THE REQUFej MAJORITY
(Mayor Robertson absent for the vote)
Little Saigon
b
Vancouver City Council, at its meeting on September 20, 2011, referred this matter to the
Standing Committee on City Services and Budgets meeting on September 22, 2011, in order to
hear from speakers. Subsequently, due to time constraints this matter was referred to a
future Standing Committee meeting.
The Committee heard from eleven speakers; ten spoke in support of the motion and one
spoke in opposition.
****
During the hearing of speakers, it was

f t MO VED by Councillor Cadman
*
THAT, under section 2.3 (a) of the Procedure By-law, the Committee extend the
__, length of the Standing Committee on City Services and Budgets meeting by one hour
w or less.
CARRIED UNANIMOUSLY AND
B Y THE REQUIRED MAJORITY
*****
PDFTiditor
Regular Council
Minutes, Thursday, October 6, 2011
Presentation - Homelessness Action Week 2011

1. Renewal of Sub-Lease of Foreshore in Stanley Park to Vancouver Rowing Club
2. Little Saigon
3. Artist Studio Regulatory Review
4. 312 Main Street Complex: Report Back on Proposed VPD Use of the Annex Building
5. Proposed Street Utilities By-law
Presentation and Items 1-5
MOVED by Councillor Cadman
THAT the recommendations and actions taken by the Standing Committee on City
Services and Budgets at its meeting of October 6, 2011, as contained in the
presentation and items 1 to 5, be approved.
CARRIED UNANIMOUSLY AND

BY THE REQUIRED MAJORITY
RISE FROM COMMITTEE OF THE WHOLE
MOVED by Councillor Jang
THAT the Committee of the Whole rise and report.
CARRIED UNANIMOUSLY
ADOPT REPORT OF COMMITTEE OF THE WHOLE
MOVED by Councillor Cadman

SECONDED by Councillor Jang
THAT the report of the Committee of the Whole be adopted.
CARRIED UNANIMOUSLY
The Council adjourned at 1:44 pm.

KEY
CoV INTERNAL
EMAILS
+
BC OIPC DECISION
& INQUIRY
1.) BC OIPC decision and scheduled enquiry
2.) 10.51am May 15, 2012:

"you do not need to do anything"
"I will elevate to the Mayor"
3.) 11:39am May 15, 2012:

"we would like to move this proposal forward"
4.) 12:03pm May 15, 2012:

"this is a corporate priority"
5.) 2:08pm May 15, 2012: DECISION APPROVED
6.) 18 pages of redacted emails of Sadhu Johnston, Deputy City Manager
7.) Mike Magee (Chief of Staff for Mayor Gregor Robertson)
Messages on private email account of Magee's consultancy company, Convergence

Communication
Personal email for public body work purposes are subject to F.I.P.PA legislation and
MUST be disclosed
gchernen@gmail.com
Office of the
Information & Privacy
Protecting privacy. Promoting transparency.
Commissioner
for British Columbia
BY EMAIL: qchernen(5)q mail .com
January 9, 2014
Glen Chernen
3758 West 33rd Avenue
VANCOUVER BC V6N 2H5
Dear Glen Chernen:
Re: Request for Review - Partial/Severed Release;

City of Vancouver File 04-1000-20-2013-262;
OIPC File F13-55319
Further to the letter I sent you dated December 10, 2013,1 am the investigator assigned to
conduct the mediation of your request for a review of the City of Vancouver's decision to
withhold portions of a lease agreement between the City and Hootsuite Media Inc. under
sections 17(1)(c), (d) & (f) and s. 21(1) of the Freedom of Information and Protection of Privacy
Act (FIPPA). The redacted portions of the agreement include rent, parking stall and security
deposit amounts and other financial information, as well as building plans.
I have reviewed the agreement and in my view, the City is not required or authorized to withhold
this information. Section 21 of FIPPA only applies if the information is "supplied". On many
occasions, the Commissioner and Adjudicators have ordered public bodies to release
information contained in contracts between public bodies and organizations because they have
held that the information is negotiated, not supplied (for example, Order F13-06: Hope).
The Commissioner and Adjudicators have also established several times that s. 17(1) does not
apply to financial information contained in a contract between a public body and an organization
where the public body has not demonstrated the harm to the interests of the public body that
would result from disclosing that information (for example, Order 03-02: UBC).
Today I called Barbara Van Fraassen, Manager, Corporate Information and Privacy, and she
told me that the City is not prepared to reconsider its decision to withhold portions of the lease
agreement. You have the right to request an inquiry where an Adjudicator will consider whether
to order the City to disclose the entire lease to you. Please advise me if you would like to
Mail: PO Box 9038, Stn Prov Govt, Victoria BC V8W 9A4

Location: 4th Floor. 947 Fort Street, Victoria BC
T. 250 387 5629 F. 250 387 1696
Toll free through Enquiry BC 800 663 7867 or 604 660 2421 (Vancouver)
W. www.oipc.bc.ca
Page 2 of 2
request an inquiry. If I do not hear from you by Monday, January 27,2014,1 will assume you
do not want to request an inquiry and I will close this file.
If you have any questions, please call me at (250) 953-4105 or email me at

clemiski(S)oipc.bc.ca.
Sincerely,
Caitlin Lemiski
Investigator
Copy to: Barbara Van Fraassen, Manager, Corporate Information and Privacy
City of Vancouver (Barbara. VanFraassen@vancouver.ca)
...
Gimil Glen Chernen <gchernen@gmail.com>
Dear Caitlin Lemiski: Re: Request for Review - Partial/Severed Release; City of
Vancouver File 04-1000-20-2013-262; OIPC File F13-55319
Caitlin Lemiski <CLemiski@oipc.bc.ca> Thu, Jan 9, 2014 at 3:08 PM
To: Glen Chernen <gchemen@gmail.com>
Glen,
Further to our conversation, here are the dates that are available. Can you email me back and confirm that these
dates will work for you?
Thank you,
Caitlin.
Notice of Inquiry: February 11, 2014
Initial Submissions: March 11, 2014
Reply Submissions: March 25, 2014
Close of Inquiry: March 27, 2014
Caitlin Lemiski
Office of the Information and Privacy Commissioner for B.C.
250-953-4105 250-387-1696
Twitter clemiski@oipc.bc.ca
. ' .
.. - . - . .
From: Glen Chernen [mailto:gchernen@gmail.com]

Sent: January-09-14 2:51 PM
To: Caitlin Lemiski
Cc: Chernen Nicky
Subject: Dear Caitlin Lemiski: Re: Request for Review - Partial/Severed Release; City of Vancouver File 04-1000-20-
2013-262; OIPC File F13-55319
[Quoted text hidden]
Gsail Gien Chernen <gchernen@gmail.com>
Dear Caitlin Lemiski: Re: Request for Review - Partial/Severed Release; City of
Vancouver File 04-1000-20-2013-262; OIPC File F13-55319
Caitlin Lemiski <CLemiski@oipc.bc.ca> Thu, Jan 9, 2014 at 3:21 PM
To: Glen Chernen <gchernen@gmail.com>
Glen,
Thank you for confirming for me on thd telephone that those dates work for you.
Caitlin.
Caitlin Lemiski
Office of the Information and Privacy Commissioner for B.C.
7 sor. 947 =
tel 250-953-4105 250-387-1696
Follow Twitter clemiski@oipc.bc.ca
' . - - '
.
From: Caitlin Lemiski

Sent: January-09-14 3:08 PM
To: 'Glen Chernen'
Subject: RE: Dear Caitlin Lemiski: Re: Request for Review - Partial/Severed Release; City of Vancouver File 04-1000-
20-2013-262; OIPC File F13-55319
[Quoted text hidden]
Elizabeth Denham
Information and Privacy Commissioner of British Columbia
4th floor, 1675 Douglas Street
Victoria, BC, V8V 1X4
email: info@oipc.bc.ca
Re: City of Vancouver file no. (04-1000-20-2013-318)
December 18, 2013
Dear Commissioner Denham:
I am writing to ask for your office's assistance to force the City of Vancouver to release the above file in its entirety.
Because of concerns I had with the lease agreement between the City of Vancouver and Hootsuite for their building in my
neighbourhood I submitted a FOI request to see the lease on October 31, 2013.
I received the lease on November 27, 2013 but ail the cash amounts were blacked out; basically the only thing I really
wanted to see.
I read the sections of the Act the City quoted to justify their redactions and to my mind they are so vague they could be
used to withhold any information.
As a resident and property owner I should have the right to see how my tax dollars and public owned assets are
managed.
I would appreciate if your office could review the file I received (which I've attached) to determine if the C'tty of
Vancouver is justified in withholding the information I've requested.
Sincerely,
Jeremy Gustafson
512-774 Great Northern Way, Vancouver, B.C. V5T 1E5
604-970-2537
* > > J
5 EAST 8th AVENUE - ALLEGED FRAUD PACKAGE
EMAIL ELEVATING THE RYAN HOLMES

OFFER TO THE MAYOR AND CITY
MANAGER AS SOON AS IT ARRIVED AT
10:51 AM.
IT INSTRUCTS STAFF NOT TO DO ANYTHING.
IN LITTLE OVER AN HOUR IT BECAME A

"CORPORATE PRIORITY"
Chan, Melinda
From: Flanigan, Michael
Sent: Tuesday, May 15, 2012 10:51 AM
To: Breckner, John; Williamson, Glen
Cc: Chan, Melinda; Fales, Holly
Subject: FW: 5 E. 8th Ave.
Attachments: 5 E. 8th Ave. - Revised PCI Letter - May 15-12.pdf
Interesting proposal and somewhat timely given the other discussion the City Manager is entertaining re: HootSuite. You
do not need to do anything on this at this time as I will elevate this proposal to the Mayor and City Manager.
M
Redacte. i! Privilege
-
-
-
FOI Request #2012-316 Page 47 of 295

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Can you please let me know 1) are they using the existing building? 2) what type of uses?
I can then run it by my staff to see if we can fit them into the current zoning.
Kevin McNaney
Assistant Director of Planning 1 central area planning
CITY OF VANCOUVER | [p] 604 8716851
From: Chan, Melinda

Sent: Tuesday, May 15,201211:39 AM
To: McNaney, Kevin
Cc: Flanigan, Michael i
Subject: 5 East 8th Avenue
Hi Kevin,
The City is selling the above referenced property and we've received a proposal from an interested party, HootSuite
Media Inc. to occupy the property. I believe you're familiar with them having dealt with them in the Gastown area.
The property is zoned 1-1. I would like to confirm whether or not HootSuite Media would be considered to be a
permitted use - either as an outright use or as a conditional use under the zoning bylaws and what restrictions if any
there are.
We would really like to move this proposal forward and hope to get a favourable interpretation from you regarding this
potential user.
Thanks.
Melinda Chan, AACI, P.App
Property Negotiator
City of Vancouver - Real Estate Services
Suite 300-515 W.lOth Avenue
Vancouver, BC, V5Z4A8
Tel: 604-873-7409
Fax: 604-873-7064
E-mail: melinda.chan@vancouver.ca

To: Greer, John; Nowlan, Paul; Johnson, Richard
Subject: FW: 5 East 8th Avenue
Hey Guys,
Would Hootsuite fit into the 1-1 zoning for this building, which has consistently been used as office for many years?
This is a corporate priority so I need to find an answer quickly.
Thanks!
Kevin McNaney
Assistant Director of Planning | central area planning
CITY OF VANCOUVER J [p] 604 8716851 *
From: Chan, Melinda

To: McNaney, Kevin
Cc: Flanigan, Michael
Subject: RE: 5 East 8th Avenue
Kevin,
The building is vacant and has been since the VPD moved out July, 2011. The building is non-conforming and was built
as a "public authority building and functions as an office building and can be maintained as a general office building.
HootSuite Media Inc. is involved in social management systems. I am not sure exactly how to describe their work/use
and have provided you with their website so that you can see what they do.
http://hootsuite.com/comDanv
Melinda Chan, AACl, P.App

Property Negotiator
City of Vancouver - Real Estate Services
Suite 300 - 515 W.lOth Avenue
Vancouver, BC, V5Z 4A8
Tel: 604-873-7409
Fax: 604-873-7064
E-mail: melinda.cha n&vancouver.ca
From: McNaney, Kevin

To: Chan, Melinda
Cc: Flanigan, Michael
Hi Melinda,
2
FOI Request # 2012-316 Page 51 of 295
Flanigan, Michael
From: M c N a n e y, Kevin
S e n t : Tu e s d a y, M a y 1 5 , 2 0 1 2 2 : 1 0 P M
To : F l a n i g a n , M i c h a e l ; C h a n , M e l i n d a
Hi Michael and Melinda,
I have conferred with my staff and the Assistant Director of Development Services (John Greer) and we agree that
Hootsuite would be permitted in this building as the office use has been "grandfathered".
I hope that this is helpful. Please don't hesitate to ask if you have any further questions.
Kevin McNaney
Assistant Director of Planning | central area planning
CITY OF VANCOUVER | [p] 604 8716851
From: Nowlan, Paul

Sent: Tuesday, May 15,2012 2:08 PM
To: Greer, John; McNaney, Kevin; Johnson, Richard
I concur. I was just in the process of checking the address notes in PRISM. The notes confirm that the
building can continue to be used as general office.
Paul
F r o m : G r e e r, J o h n
Sent: Tuesday, May 15,2012 2:06 PM
To: McNaney, Kevin; Nowlan, Paul; Johnson, Richard
Hootsuite is approved as office at their existing space @ 37-45 Dunlevy. If they were moving their operation to 5
e 8th they would fit into the "graidftithered" office use of this building.
john greer
assistant director
development services, city of Vancouver
t: 604:871.6194 f: 604.873.7060 e: iohn.Qreer@vancouver.ea
From: McNaney, Kevin

Sent: Tuesday, May 15,201212:03 PM

5 EAST 8th AVENUE - ALLEGED FRAUD PACKAGE
CoV
DEPUTY CITY MANAGER
SADHU AFOCHS JOHNSTON
REDACTED EMAILS -18 PAGES

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Chan, Melinda
Sent: Thursday, May 31, 2012 3:06 PM
To: Chan, Melinda
Cc: B r e c k n e r, J o h n ; F a l e s , H o l l v
FYI

To: Johnston, Sadhu
Cc: McLellan, David; Aujla, Bill; Magee, Michael; Breckner, John
Subject: RE: 5 East 8th Avenue s-
s.14;s.17(1)(d)&(f)
Michael
From: Johnston, Sadhu

Sent: Tuesday, May 29, 2012 4:41 PM
To: Flanigan, Michael
Cc: McLellan, David; Aujla, Bill; Maqee, Mjchael
Subject: Re: 5 East 8th Avenue
h
Very interesting. Please keep us posted
Thanks
Sadhu
Sadhu Johnston

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Subject: RE: 5 East 8th Avenue5 ;
s.13(i ):s.i4;s.l7(l)(d)&(0 and s.2 " -,.-., ......... ...._._ ........._::.
Stay tuned....
M

Sent: Friday, June 01, 2012 3:55 PM
Subject: Re: 5 East 8th Avenue - Offer to Purchase
Thanks michael.
Sadhu
Sadhu Johnston
Deputy City Manager
City of Vancouver
Sadhu.johnston(S)vancouver.ca
604.873. 7627

Sent: Friday, June 01,2012 03:27 PM
To: Johnston, Sadhu
Subject: RE: 5 East 8th Avenue - Offer to Purchase
s.t3(1); s.14; s.17(i)(d) & ff) and s 21(1)
FOI Requests2012-316 . Page 71 of 295

,!d) & (f) and s :
Please let me know if you have any questions or concerns.
Michael

Subject: RE: 5 East 8th Avenue - Offer to Purchase
Thanks Michael:
Please keep us posted.
Sadhu
Sadhu A." Johnston, LEED AP

Deputy City Manager
City of Vancouver
Vancouver, B.C.
Canada V5Y1V4
sadhu.iohnston@vancouver.ca
604.873.7627
www.vancouver.ca

*
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Your help in expediting Hootsuite s approvals is much appreciated,
Michael
From: Robinson, Doug

Sent: Thursday, July 19,2012 3:45 PM
To: 'Ryan Holmes'; Flanigan, Michael; Greer, John
Subject: 5 East 8th - Hootsuite Office Use
Hi Ryan:
I will be on vacation at the end of next week. Should your architect be ready to discuss the
scope of work associated with renovation to 5 East 8th Ave and associated permits while I m
away (July 27 to August 21), please contact John Greer, Assistant Director, Processing Centre at
604-871-6194 or john.greer@vancouver.ca
Doug Robinson
604-371 =6092
From: Ryan Holmes [mailto:ryan.holmes@hootsuite.com]

Sent: Thursday, July 05,2012 8:33 AM
Cc: magee@converg.ecom.ca: Robinson, Doug; Aujla, Bill; Johnston, Sadhu
Subject: Re: TIPS Program for 5 East 8th
Thanks all. In final selection for Architect. Will loop in as soon as I have someone for you.
De Ryan Holmes - CEO
lm< (778) 383-1649 | (415)355-4668 (US mobile)
@invoker | hootsuite | blog | facebook | we're hiring! | #BSU
On Wed, Jul 4,2012 at 11:03 AM, Flanigan, Michael <michael.flanigan@vancouver.ca> wrote:

Ryan Mike Magee passed your request along to me about utilizing the TIPS
program for your Tenant Improvements for 5 East 8th. I spoke with the Assistant
Director of Development Services this morning, Doug Robinson, and has
requested that your architect coordinate directly with his office and he will liaise
with his processing staff (Sandy Esworthy) to see whether or not 5 East 8th is an
eligible property. If not, we can always look at doing expedited field review.
Please have your architect contact Doug at his email address noted above.
Please cc me on your email correspondence so I can keep my finger on the pulse

of this matter.
Many thanks,
Michael

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Office of the
Information & Privacy
Commissioner
forBritnliColumt'a
Protecting privacy. Promoting transparency
Use of Personal Email Accounts for

Public Business
Introduction
This document explains the implications under the Freedom of Information and
Protection of Privacy Act ("FIPPA") for use of personal email accounts for work
purposes by employees of public bodies. It conveys two key messages. First, FIPPA
applies to the use of personal email accounts for work purposes. Second, public bodies
should not, for FIPPA purposes, allow the use of personal email accounts for work.
Application of FIPPA to Personal Email Accounts

FIPPA applies to all records in the custody or under the control of a public body. Email
are records under FIPPA.1 Records are in the custody of a
public body if it has "charge and control" of the records, The use of personal
"including some legal responsibility for their safekeeping, care, email accounts for
protection or preservation."2 While the public body would have work purposes can
custody of email residing on its server, it would not have give the perception
custody for personal email residing elsewhere. The issue in that public body
such cases would be whether personal email is under the employees are
control of a public body. seeking to evade the
freedom of
The Supreme Court of Canada has said that where a record is information process.
not in the physical possession of a government institution, it will
still be under its control if these two questions are answered in
the affirmative:
1 Sees. 3(1) of FIPPA.

2 See para. 23 of Order 02-30, [2002] B.C.I.P.C.D. No. 30 and p. 9 of Order No. 308-1999, [1999]
B.C.I.P.C.D. No. 21.
Page 2 of 4
(1) Do the contents of the document relate to a departmental matter?
(2) Could the government institution reasonably expect to obtain a copy of the
document upon request?3
The facts of each case will determine whether personal email are under the control of a
public body. As a general rule, any email that an employee sends or receives as part of
her or his employment duties will be a record under the public body's control, even if a
personal account is used.
Adequate Search (s. 6(1) of FIPPA)
FIPPA requires public bodies to make every reasonable effort to assist applicants and
to respond without delay to each applicant openly, accurately
and completely. This includes a duty to perform an adequate
search for records that respond to an access request. The use of personal
A public body must be able to prove that its search efforts email accounts by
have been thorough and comprehensive and that it has employees does
explored all reasonable avenues to locate records.4 The not remove or
Information and Privacy Commissioner has the authority to reduce the duty of a
compel the production of records in the custody or under the public body to
control of a person5, including those in personal email search for records
accounts.
and produce those
that are responsive
The use of personal email accounts does not relieve public
to an access
bodies of their duty to comprehensively search for requested
records and to produce them. While nothing in FIPPA directly request.
prohibits public body employees from using personal email
accounts, doing so may make it more difficult for their employer to search for records.
Employees may be unwilling to produce records from their personal account or to allow
access to their accounts for that purpose.
To address this risk, public bodies should create policy on the use of personal email
accounts for work purposes. A preferred solution is for public bodies to require the use
of its email system for work purposes. If that is truly not practicable, the policy should
be that employees must copy their work email account on any work-related email they
send from a personal account.6 This policy should be part of each employee's
conditions of employment.
3 See Canada (Information Commissioner) v. Canada (Minister of National Defence), 2011 SCC 25.
4 See, for example, Order F07-12, [2007] B.C.I.P.C.D. No. 17, Order 00-32, [2000] B.C.I.P.C.D. No. 35
and Order 00-26, [2000] B.C.I.P.C.D. No. 29.
5Sees.44(1)(b)ofFIPPA.
6 This policy should also apply where there is a ban on use of personal email accounts for work purposes,
to deal with cases where an employee failed to comply with the policy and possesses personal email that
might be responsive to an access to information request.

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of $ 1,155,000 - 3,000,000 Undisclosed "purchase Option Derivative" Brief.

The Derivative Option Purchase Contract

The Transaction Appears to Have been the following:

Ryan Holmes / HootSuite hosted, derivative worth between

This UNDISCLOSED campaign renovation grant

contribution was worth thousands of - City gave 7 month free lease

dollars, breaking campaign disclosure (Value $ 400,000 f}

RYAN HOLMES / HOOTSUITE RECEIVED - All of the below:

CONFLICT OF INTEREST - Van Charter #145.3

THE "FOR SALE ONLY" TENDER PERIOD -

TEXT FROM THE OFFER PACKAGE:

CONFLICTING STATEMENTS BY BOTH MAYOR AND CITY MANAGER:

ROBERTSON MEDIA STATEMENT:

On May 15, 2012 -11:39 AM Melinda Chan then emails:

On May 15, 2012-12:03PM

On May 15, 2012 - 2:06 - 2:10 PM

On November 22, 2012

VALUED AS A PERCENTAGE OF PURCHASE PRICE

OPTION MATH BASICS:

-' Early-Exercise Date Gamma 10.0000 0.0000

Time Value 884202.2605 417398.211^

Market Option Price 20.04 8.51

2012 Montgomery Investment Technology, Inc.

Review DISCLAIMER before using calculator.

Real Option Pricing

Strike price (initial investment in the project) X 9.3

Time to expiration, years t 3.66

Risk-free interest rate r 3%

Dividend yield (expected income) y |

The model returned:

Call option value C 1.1554

Put option value P 0.3912

Option pricing calculators home page

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Justice Laws Website

(ii) of an offence punishable on summary conviction,

Affecting public market

Sentencing aggravating circumstances

(c) the offence involved a large number of victims;

Aggravating circumstance value of the fraud

380 ... 380.1 Go to page I

Report a Financial Crime

1. The Derivative Option Purchase Contract

Summary - Undisclosed "purchase Option Derivative" Brief

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