LATE DISTRIBUTION                                                                                                                                               P6
     FOR COUNCIL JUNE 25, 1996

                                 POLICY REPORT
                           DEVELOPMENT AND BUILDING

                                           Date: June 18, 1996
                                           Dept. File No.  RWW


   TO:       Vancouver City Council

   FROM:     Director of Land Use and Development

   SUBJECT:  Rezoning of 2197 West 11th Avenue & 2625-27 Arbutus Street
             (Bastion-Intracorp), and 2176 West 10th Avenue (City Works
             Yard)


   RECOMMENDATION

        A.   THAT City Council refer to Public Hearing:

             (a) an application by Nigel Baldwin Architects to rezone:

                 -  the westerly 60.96 m (200 ft.) of 2176 West 10th Avenue
                    (City Works Yard)  (Lots 1 to  4, Block 364,  D.L. 526,
                    Plan 4905, Group 1, N.W.D.); and

                 -  the  easterly  106.68  m  (350  ft.)  [minus  necessary
                    dedication  for street]  of 2197  West 11th  Avenue and
                    2625-27 Arbutus Street (Bastion-Intracorp Site)  (Lot A
                    [ex.  Plan 17316]  and Lots  11 to  17 inclusive  [Plan
                    4905],  Block  364,   D.L.  526,  Plan 4905,  Group  1,
                    N.W.D.);

                 from  M-1   Industrial  District  to   CD-1  Comprehensive
                 Development District, together with,

                 (i)  draft  by-law provisions  generally  as contained  in
                      Appendix A; and

                 (ii) draft    conditions   of    approval   contained   in
                      Appendix B;

             (b) an  application   by  the   Director  of   Land  Use   and
                 Development to rezone:

                 (i)  the  easterly  45.72  m  (150  ft.)  [minus necessary
                      dedication  for  street]  of 2176  West  10th  Avenue
                      (City Works  Yard) (Lots 5 to 7, Block 364, D.L. 526,
                      Plan 4905, Group 1, N.W.D.); and
                 (ii) the  westerly  76.2 m  (250  ft.)  (Lot A  [ex.  Plan
                      17316]) and  the westerly 45.72  m (150 ft.) of  2197
                      West   11th  Avenue   and   2625-27  Arbutus   Street
                      (Bastion-Intracorp  Site) (Lots 18 to 20 [Plan 4905],
                      Block 364, D.L. 526, Plan 4905, Group 1, N.W.D.);

                 from M-1 Industrial  District to RS-1 One-Family  Dwelling
                 District [for park purposes]; along with

             (c) the  recommendation  of  the  Director  of  Land  Use  and
                 Development to approve  the applications,  as outlined  in
                 this report.

             FURTHER  THAT the Director of  Legal Services be instructed to
             prepare the necessary by-laws  for consideration at the Public
             Hearing,  including  a  consequential  amendment  to the  Sign
             By-law  to  establish  sign   regulations  for  this  CD-1  in
             accordance with Schedule B (C-2C).

        B.   THAT   Council  adopt   RECOMMENDATION  A  on   the  following
             conditions:

             (i)   THAT the  passage of  the above  resolutions  create  no
                   legal rights for  the applicant or any  other person, or
                   obligation on the part of  the City; any expenditure  of
                   funds or  incurring  of  costs is  at  the risk  of  the
                   person making the expenditure or incurring the cost;

             (ii)  THAT  any approval  that may  be  granted following  the
                   Public Hearing  shall not obligate  the City to  enact a
                   by-law rezoning the property, and  any costs incurred in
                   fulfilling  requirements   imposed  as  a  condition  of
                   rezoning are at the risk of the property owner; and

             (iii) THAT  the City  or any of  its officials,  including the
                   Approving Officer,  shall not in  any way  be prejudiced
                   or  limited  in  the  exercise  of  their  authority  or
                   discretion, regardless of when they are called upon.

   GENERAL MANAGER'S COMMENTS

        The General  Manager of  Community Services RECOMMENDS  approval of
        the foregoing.

   COUNCIL POLICY

   Arbutus  Neighbourhood Policy  Plan,  approved  by Council  November 19,
   1992.

   PURPOSE AND SUMMARY

   This report brings forward changes to rezoning proposals last considered
   and  approved "in principle"  by City Council  at Public Hearing  in May
   1994 (but not  pursued to  enactment).  The  rezoning initiatives  still
   involve  a  proposed  land  exchange  between  the  applicants,  Bastion
   Development  Ltd.  and  Intracorp  (formerly Intrawest)  and  the  City,
   providing for residential and commercial development on lands ultimately
   to  be owned by the development companies, and providing for development
   of  the West 11th  Avenue greenway  on lands  to be  owned by  the City.
   Finalization  of the  applications  has involved  extensive  discussions
   leading to the proposed changes outlined in this report.

   The principal  changes involve adjustments  to parcel sizes  and related
   public rights-of-way.   However, these  changes do not  significantly or
   adversely  affect  the  public  objectives achieved  with  the  previous
   approval.   Staff recommend  that the applications  by Bastion-Intracorp
   and  the Director  of Land  Use and  Development be  referred to  Public
   Hearing and approved.

   BACKGROUND

   On May 31, 1994, Council approved "in principle" rezoning of lands owned
   by Bastion  Development Corp.  and Intracorp  in conjunction  with lands
   owned by  the City  of  Vancouver (City  Works Yard  at  2176 West  10th
   Avenue).  

   The Public Hearing followed a period of extensive negotiation related to
   the  major CD-1  sites in  the Arbutus  Industrial Area  (AIA) following
   Council's adoption of the Arbutus Neighbourhood Policy  Plan in November
   1992.   Negotiations surrounding the Bastion-Intrawest  application were
   extended  by alternate road and park options, leading to the approval of
   a conceptual  plan and building layout.  Details of the site context and
   background are described in Appendix C.

   The following materials related to the earlier rezoning are on file with
   the City Clerk:

   -  Report to  Council "Rezoning  Application 2197  West 11th  Avenue and
      2625-27 Arbutus Street (Intrawest  and Bastion)", dated September 27,
      1993;

   -  Report to Council "Supplementary Report:  Rezoning Application - 2197
      West 11th  Avenue  and 2625-27  Arbutus Street  (Bastion-Intrawest)",
      dated February 11, 1994;
   -  Memorandum  from  the Associate  Director  of Planning  to  Mayor and
      Councillors, "Bastion Intrawest Rezoning  Application", dated May 19,
      1994;

   -  Public Hearing Minutes, May 19, 1994; and

   -  Excerpt from  the May  31, 1994  Minutes of  Vancouver City  Council,
      dealing with the Bastion-Intrawest rezoning application.

   Since the Public  Hearing in 1994, the applicant and staff have reviewed
   the  "approved-in-principle"  rezoning.     A  number  of  details  were
   difficult to  resolve,  however a  reconsideration  of the  concept  has
   resulted  in finalization of almost all outstanding details and the need
   to adjust the rezoning proposal.

   DISCUSSION

   Parcel Layout:  A comparison of the "approved-in-principle" rezoning and
   the revised proposal  is shown on  the following page.   The draft  CD-1
   By-law (Appendix A) is  the same as previously approved,  except for the
   modifications set out  below.  Please see  Appendix D (Sketch  Plans for
   the  1994 and  1996  Proposals) and  Appendix  E (Site  and  Statistical
   Comparisons)  for more details.  The changes are generally summarized as
   follows:

   1. The original scheme  included partial  lots in  the site  boundaries.
      To  simplify   the  proposed  land   exchange  (e.g.,   timing,  soil
      remediation, etc.) the new scheme follows existing lot boundaries;

   2. The  West 10th Avenue  site (Site  3) is  increased in  length (along
      West 10th Avenue) by 7.62 m (25 ft.).  However, the West  11th Avenue
      site (Site  2) is reduced in length along West 11th Avenue by 7 m (23
      ft.), thereby  increasing the  park frontage  along West 11th  Avenue
      which will be  closed if these proposals  proceed.  A corner  cut-off
      is also to  be dedicated  to the City  from Site 2  to provide for  a
      smoother transition on the proposed north-south street;

      Expansion of the  frontage on the  adjacent (to  be) City-owned  park
      along the  West 11th  Avenue portion  of the  greenway is  seen as  a
      major benefit of these  adjustments.  These changes will  also reduce
      the size of  the 7-storey building on  West 11th Avenue, which  was a
      major concern for residents in the area.

   Figure 1 - Sketch Plans of 1994 and 1996 Site Layouts


   3. In the  original proposal,  the two  westerly sites  (Sites 2  and 3)
      were proposed to be  36.6 m (120 ft.)  in depth.  To ensure  adequate
      space between the sites for  the greenway, a 1.5 m (5 ft.) dedication
      and 3  m (10 ft.)  right-of-way was proposed  for each  property line
      facing the greenway.   In the new proposal, the site depths have been
      increased to 38.1 m (125 ft.)  to allow a more efficient  underground
      parking configuration.   However, 1.5 m  (5 ft.) public rights-of-way
      for  surface  passage  have  been   retained  and  triangular  public
      rights-of-way are proposed on  each site where the buildings overlap.
      The effective building separation at grade is maintained.

   4. Consequential  adjustments  and  refinements are  also  proposed,  as
      required to reflect the changes above:

      (a)    the depth of the Arbutus Street  site (Site 1) is increased by
             3 m  (10 ft.) to  accommodate a proposed  underground parkade.
             This 3 m  strip will  be encumbered by  a public  right-of-way
             providing public  access to sidewalks  and related boulevards.
             This approach  has been  previously accepted on  Molson's West
             12th Avenue site and the Twinpak site,  both immediately south
             of the subject sites;

      (b)    the  West 11th Avenue  site (Site 2)  is increased in  area to
             include  a cul-de-sac  which will  provide for  both vehicular
             turn-around  and  access  to  the  building  on  that  parcel.
             Ownership  of  the  cul-de-sac   will  be  maintained  by  the
             applicants,  accompanied  by appropriate  public rights-of-way
             for pedestrian, bicycle  and vehicle passage and  installation
             and maintenance of utilities; and

      (c)    floor space ratios (FSRs) have been adjusted as follows:

        -    Arbutus Street site (Site  1): increased from 1.94 FSR  to 2.0
             FSR  to provide  for  more optimum  development of  this site,
             including  an  adequate  street  wall interface  with  Arbutus
             Street, and

        -    West 11th Avenue site (Site 2): decreased from 3.4 FSR to 3.15
             FSR as a result of the increased site size due to the addition
             of the cul-de-sac.

             [West 10th Avenue site (Site 3): maintained at 2.11 FSR].

   The net  result of these  changes is  an overall  increase in  buildable
   floor space of 249 m2 (2,683 sq. ft.).  Almost half of this increase has
   been added  to the  Arbutus Street  site (Site 1), while  the rest  is a
   transfer of density from the West 11th Avenue site (Site 2) to  the West
   10th Avenue site (Site 3) to reflect the proposed changes in site area.

   Form of Development:  The  schematic development proposal, introduced at
   the  May 1994 Public Hearing (see Appendix  D), proposed 4.57 m (15 ft.)
   building setbacks along  both the east end of the  West 10th Avenue site
   (Site 3) and the  west end of the West 11th Avenue site (Site 2).  These
   setbacks were proposed by the applicant in the period leading  up to the
   Public Hearing in order to respond to staff concerns about:

   1. the  relationship   between  the  pedestrians   using  the   greenway
      connection to West 10th Avenue  and buildings abutting the  greenway;
      and

   2. a reduced  east-west overlap between  these two buildings  is seen as
      important to  people's ability to visually identify the route between
      the two proposed park areas.

   These setbacks reduced the effective  east-west overlap between the  two
   buildings to 5.5 m (18 ft.), as noted on  the May 1994 sketch plan.  The
   May 1994 scheme would have required a relaxation of a Yew Street setback
   of  4.5 m (15 ft.).   Staff would  oppose such a  relaxation because the
   setback was established on  both Twinpak and on  the Molson's West  12th
   Avenue projects to the south.

   Staff believe  the relationship  between the  greenway and the  abutting
   buildings is  critical.   Therefore, a  condition  has been  set out  in
   Appendix  B (Condition D) calling upon the applicant to demonstrate that
   a  workable relationship  can be  established between  the two  sites to
   create  an appropriate scale and context for pedestrians.  The applicant
   will  need  to undertake  the necessary  massing  and shadow  studies to
   demonstrate the appropriate design  solution.  Staff would not  rule out
   the  possibility  of  further stepping  back  on  the  West 11th  Avenue
   building to create the  necessary effect but are  prepared to work  with
   the applicant in this regard.

   Soils Remediation:   Environmental  investigation work has  been carried
   out on  the lands involved  in this rezoning  report, and a  remediation
   plan has been submitted to the Ministry of Environment (MOE) for review.
   The  Ministry's evaluation and position  on the remediation  plan is not
   known at this time.

   The  investigation found  that the  City Works  Yard site  has localized
   special   waste  contamination   on  the   eastern  portion   and  minor
   contamination  on the western portion.  The majority of the contaminated
   soils and special waste soils are present on the Bastion-Intracorp site.

   The  remediation plan  recommends,  as  a  first  step,  to  remove  the
   near-surface contaminated  soils all  across the  City Works  Yard site.
   Then,  the  remaining contaminated  soils  and special  wastes  would be
   removed at the time of development excavation (for development sites) or
   risk-assessed to the approval of MOE (for park sites).

   The preliminary  cost estimate to  implement the proposed  land exchange
   including  costs to date  is in the  order of $680,000.   This estimate,
   subject  to  MOE approval  of the  soil  remediation plan,  includes the
   following City costs:

   1. soil remediation cost on the City Works Yard site, not including  the
      proposed turn-around  area currently owned  by the  City (remediation
      of the Works Yard alone is estimated at $400,000);

   2. demolition of existing structures on the City Works Yard site;

   3. maximum contribution  of $100,000 to  Bastion-Intracorp for  the land
      exchange;

   4. costs relating  to land transfer  taxes including GST  payable by the
      City; and

   5. approximately $80,000  already  spent  for  environmental  consulting
      fees.
    
   Consistent with  Council's approvals  in  1994, it  is recommended  that
   these  costs, estimated above to be  $680,000, be funded by the proceeds
   of  the   Community  Amenity   Contributions  (CACs)  for   the  Arbutus
   Neighbourhood,  and in the interim funded by the Property Endowment Fund
   for  Emerging  Neighbourhoods.    The  CACs  for  Bastion-Intracorp  are
   identified  in Appendix B  as $669,272.   The balance will  be paid from
   available CAC contributions collected in the area.  Any increase in cost
   incurred including those  for soil  remediation will also  be paid  from
   available CAC  contributions in  the area.    If the  MOE should  impose
   additional requirements  on the  remediation  plan, an  increase in  the
   estimated cost may be required.   The  remediation  cost  of  the  Bastion-Intracorp   site  will  be  the
   responsibility of  the developer.   Furthermore, it is  recommended that
   the developer be required to remediate the contaminated soils within the
   proposed turn-around area currently owned by the City.

   Engineering:   The street system  was previously approved  by Council on
   May 31, 1994.  The General Manager of Engineering Services supports this
   rezoning   proposal  which   combines   road  dedications   and   public
   rights-of-way.  This arrangement allows for reasonable vehicular access,
   significant public benefit with the greenway and provides workable sites
   for  the   developer.    Discussions  are   ongoing  concerning  special
   streetscape treatment of the roads within the Arbutus Lands.

   The  following  are  the  Engineering requirements  for  these  proposed
   developments:

   Streets And Utilities

   All on and off-site street  and utility design and construction  will be
   the  responsibility  of  the developer  and  will  be  installed to  the
   satisfaction of the General  Manager of Engineering Services, and  at no
   cost to the  City.  It should be noted that the proposed higher level of
   streetscape treatment for the Arbutus Lands area would be constructed by
   the developer at their cost.

   Utility  servicing will  be underground  and can be  accommodated within
   existing City  streets or utility  rights-of-way.  A  Services Agreement
   will be  required as set  out in the recommended  rezoning conditions of
   approval.

   Bicycles

   Bicycle and pedestrian traffic must be accommodated on both the Greenway
   and proposed streets and Rights-of-Way.

   Parking

   Residential  parking will generally be provided  in conformance with the
   Parking By-law for RM-4; 1.1 space/dwelling unit plus 1 space per 200 m2
   gross floor area.  This includes a built-in visitor parking component of
   0.2  space/dwelling.    In  the  Arbutus  Industrial  Lands  up  to  0.1
   space/dwelling  of the visitor  parking provision has  been permitted on
   street.   Due  to  the limited  street parking  adjacent  this site,  an
   evaluation prior to the issuance of development permits will be done, to
   confirm whether it  is possible to  permit the on-site  provision to  be
   provided on-street.

   Off-street  loading areas  will be  provided  to service  the commercial
   component  as  well  as garbage  and  recycling  facilities  all to  the
   satisfaction of the General Manager of Engineering Services.

   Other  Conditions:    A number  of  other  conditions  are contained  in
   Appendix  B,  which  are   carried  over  from  the  previous   rezoning
   consideration.  The more important are as follows:

   1. Establishment of a requirement that 25% of all units be designed  for
      families; and

   2. Requirement for a  community amenity contribution based on  $4.00 per
      square foot of development.

   These requirements are set out in the Arbutus Neighbourhood Policy Plan.

   CONCLUSION

   Staff  believe that the  revised site configurations  and resultant land
   exchange still meet  the general  spirit of the  previous rezoning  that
   Council  approved   "in  principle".    Moderate   decreases  in  actual
   dedications are off-set with increases  in public rights-of-way.   Staff
   believe that  design improvements  at the development  application stage
   can deal  with the overlap between  the two westerly sites  (Sites 2 and
   3).   A design condition  is established  to this effect  in Appendix  B
   (Condition D).

   Staff  recommend that  the revised  applications  be referred  to Public
   Hearing.

                               * * * * *


    General Mgr./Dept. Head:     Report dated:  June 18, 1996      

                                 Author: R. Whitlock               
    Date:                        Phone: 7702 IRTS Number: CC96112  


    This report has been         Concurring Departments
    prepared in consultation
    with the departments listed  Engineering                       
    to the right, and they       Real Estate                       
    concur with its contents.                                      

                                                                   
                                                                   



   WHI\017-4339.COV
                                                                                                   APPENDIX A
                                                         PAGE 1 OF 4

                   DRAFT CD-1 DEVELOPMENT PARAMETERS

           FOR 2197 WEST 11TH AVENUE, 2176 WEST 10TH AVENUE 
                       AND 2625-27 ARBUTUS STREET


   The  following parameters will  generally form the  basis for the
   regulations for the CD-l  By-law.  They may be  further developed
   by the Directors of Legal Services, Planning, Housing and Finance
   and the  General Manager of  Engineering Services in  preparation
   for the Public Hearing.

   Intent

        The  intent of this By-law  is to permit  the development of
        the district with residential and commercial uses, in a form
        which complements,  and is compatible with, the character of
        adjacent areas.

        Development  on  the  site  shall  be  consistent  with  the
        following objectives:

        (a)  achieve a built form which is complementary to the form
             of development of adjacent areas in Kitsilano;

        (b)  provide for commercial uses on Arbutus Street;

        (c)  achieve  housing  consistent  with  the  principles  of
             livability   and   other   social   and   environmental
             objectives;

        (d)  provide pedestrian links to adjacent areas; and

        (e)  provide adequate on-site parking and loading spaces for
             all uses within the site.

   Uses

        (a)  Child Day Care Facility.

        (b)  Cultural and Recreational Uses.

        (c)  Dwelling Units, 25% of which shall consist of 2 or more
             bedrooms  and designed  generally  in  accordance  with
             guidelines for housing families at high densities.

                                                          APPENDIX A
                                                         PAGE 2 OF 4

        (d)  Commercial  retail and  service  uses, limited  to  the
             Arbutus Street  frontage; and limited by  the following
             descriptions:

             (i)    Office Uses;

             (ii)   Retail  Uses,  but not  including  Adult  Retail
                    Store, Gasoline  Station -  Full Serve, Gasoline
                    Station - Split Island, and Vehicle Dealer; and

             (iii)  Service   Uses,  but   not  including   Bed  and
                    Breakfast   Accommodation,   Body-rub   Parlour,
                    Drive-through Service, Funeral Home, Laboratory,
                    Laundry  or Dry  Cleaning  Plant,  Motor Vehicle
                    Repair Shop, Motor  Vehicle Wash, Photofinishing
                    or  Photography   Laboratory,  Repair   Shop   -
                    Class A, and Sign Painting Shop.

        (e)  Accessory Uses customarily ancillary to the above uses.

        (f)  Interim Uses.

   Parcels

        The district shall comprise 3 sites as illustrated in
        Diagram 1.

                                                          APPENDIX A
                                                         PAGE 3 OF 4


   Floor Space Ratio

   The floor space  ratio for  each sub-area shall  not exceed  that
   indicated in Table 1.

   In considering  maximum limits, the Development Permit Board will
   first consider:

        (a)  all  applicable  policies  and  guidelines  adopted  by
             Council;

        (b)  the bulk, location and overall design of a building and
             its  effect  on  the site,  surrounding  buildings  and
             streets;

        (c)  the design and livability of any dwelling uses; and

        (d)  the provision  of open space, including  private patios
             and balconies, and useable common areas.


                                TABLE 1

                  Uses, Floor Space Ratio and Heights


       Site            USE            NET FSR                                                                            1          HEIGHT2
         1      Residential;            2.00       4 storeys
                Commercial at                      14.3 m (47 ft.)
                grade
         
         2      Residential             3.15       7 storeys
                                                   21.9 m (72 ft.)

         3      Residential             2.11       4 storeys
                                                   13.7 m (45 ft.)



   1      Calculated on net site area excluding roadway areas.

   2      Average floor to floor height of a storey considered to be
          3.048  m (10  ft.). Maximum  floor to  floor height  to be
          3.7 m (12 ft.)

                                                          APPENDIX A
                                                         PAGE 4 OF 4

   Height

   Maximum building height measured above the base surface, shall be
   as set out  in Table 1, subject to the  relaxation of limitations
   on building heights set out in Section  10.11.1 of the Zoning and
   Development By-law No. 3575.

   The  Director  of  Planning  may,  for  any  building,  permit  a
   decorative  roof, which may include  items referred to in Section
   10.11.1, to exceed the maximum height otherwise specified in this
   By-law, provided that:

          (a)     the Director  of Planning  is  satisfied that  the
                  roof  enhances  the  overall  appearance   of  the
                  building  and appropriately  integrates mechanical
                  appurtenances;

          (b)     the roof does  not add to the floor area otherwise
                  permitted; and

          (c)     the  Director   first  considers  all   applicable
                  policies and guidelines adopted by Council.

   Parking

   Off-street parking shall be provided, developed and maintained in
   accordance  with the  applicable RM-4  provisions of  the Parking
   By-law.  Visitor parking shall be provided to the satisfaction of
   the City Engineer.


                                                          APPENDIX B
                                                         PAGE 1 OF 6

                    PROPOSED CONDITIONS OF APPROVAL

           2197 West 11th Avenue, 2625-27 Arbutus Street and 
                         2176 West 10th Avenue

   The Director of Legal Services, in consultation with the Director
   of Land Use  and Development, the Manager  of the Housing  Centre
   and the General Manager of Engineering  Services, put forward the
   following  draft conditions  of  approval,  noting  that  further
   changes  and additions may be contemplated in preparation for the
   Public Hearing.  

   References in the following conditions to various  lands shall be
   interpreted as follows:

   (I)    "Bastion-Intracorp  Lands" shall  mean  Lot  A  [ex.  Plan
          17316] and  Lots 11-20 inclusive  [Plan 4905], Block  364,
          D.L.  526, Plan 4905, Group 1,  N.W.D., generally known as
          2197 West 11th Avenue and 2625-27 Arbutus Street and being
          those lands presently owned by 363027 B.C. Limited;

   (II)   "City Lands"  or  "City Works  Yard" shall  mean Lots  1-7
          inclusive Block 364, D.L. 526, Plan 4905, Group 1,  N.W.D.
          generally known as 2176  West 10th Avenue and being  those
          lands presently owned by the City of Vancouver; and

   (III)  "Subject Lands" means the  Bastion-Intracorp lands and the
          City lands.

   A.     THAT,  prior  to  enactment   of  the  CD-1  By-law,   the
          registered owners  of  the Subject  Lands  shall  conclude
          arrangements,  including any  agreements,  satisfactory to
          the  City  Manager in  consultation with  the  Director of
          Legal Services,  to  effect  a land  exchange  within  the
          Subject Lands  between the City  and 363027 B.C.  Limited,
          the registered owner, whereby the City will end  up owning
          the lands comprising the parks and proposed new street, as
          shown  generally  in  the plan  on  page 2  of  Appendix D
          attached hereto,  and  363027  B.C. Limited  will  end  up
          owning the rest of the Subject Lands;

   B.     THAT the  proposed schematic  development  be approved  by
          Council  in  principle,  generally  as prepared  by  Nigel
          Baldwin  Architects  and stamped  "Received  City Planning
          Department - May 29, 1996" specifically in relation to the
          siting  of  buildings,  to  be  further  articulated  with
          guidelines  which will  guide  and adjudicate  the  scheme
          through the development permit process [see condition D].

                                                          APPENDIX B
                                                         PAGE 2 OF 6

   C.     THAT  the  existing  design  guidelines  for  the  Arbutus
          Industrial  Area CD-1  sites be  adopted by  resolution of
          Council to include these sites at the time of enactment of
          the CD-1 By-law.  The guidelines will include reference to
          the plan prepared by Nigel  Baldwin Architects noted in B,
          above.

   D.     THAT,  prior to the final approval  by Council of the form
          of development for each site of the project, the applicant                 shall obtain approval of  a development application by the
                 Development  Permit  Board.   In  considering  development
                 applications, the Board will have regard for the following
                 considerations:

                 -  policies and guidelines adopted by City Council for the
                    Arbutus Lands and the respective CD-1 sites;

                 -  general   principles   of   Crime  Prevention   Through
                    Environmental Design (CEPTED);

                 -  specific   attention   to   the   design,   scale   and
                    relationship to  the  pedestrian link  between the  two
                    sites  on West 10th Avenue and West 11th Avenue and the
                    relationship of the two  buildings to the abutting park
                    spaces; and

                 -  specific attention to  the design  of both  residential
                    and  commercial  frontages,  pedestrian  character  and
                    retail continuity along Arbutus Street.

          E.     THAT,  prior   to  enactment  of  the   CD-1  By-law,  the
                 registered owner of the  Bastion-Intracorp Lands shall, at
                 no cost to the City:

                 1. obtain  and submit  to  the City  copies  of all  soils
                    studies and the consequential Remediation Plan  for the
                    Bastion-Intracorp  Lands  approved by  the  Ministry of
                    Environment  and  acceptable  to  the  City.    Execute
                    agreements  satisfactory  to  the  Director   of  Legal
                    Services and  the City  Manager,  in consultation  with
                    appropriate Department Heads obligating  the registered
                    owner of the Bastion-Intracorp Lands to:

                    (i)  remediate to  the satisfaction of the  Ministry of
                         Environment  and, with respect  to lands dedicated
                         or transferred to the City, to the satisfaction of
                         the City,  any contaminated soils  and groundwater
                         in the Bastion-Intracorp Lands in  accordance with
                         a  Remediation Plan  approved by  the  Ministry of
                         Environment and acceptable to the City; and

                                                                 APPENDIX B
                                                                PAGE 3 OF 6

                    (ii) indemnify the City, the Approving  Officer and the
                         Park  Board   and  their  employees   against  any
                         liability  or costs  which  may be  incurred as  a
                         result of  the presence  of contaminated  soils or
                         groundwater   in   the  Bastion-Intracorp   Lands,
                         including costs arising as a result of any failure
                         to   carry   out   the   aforementioned   approved
                         Remediation Plan and provide such security for the
                         indemnity as  the Director of Legal Services deems
                         necessary;

                 2. submit  to the  City a  soil  remediation plan  for all
                    newly   dedicated   streets,   including  any   utility
                    rights-of-way, located in the  Bastion-Intracorp Lands,
                    required  to   serve   the  site,   including   utility
                    construction   plans   compatible  with   the  accepted
                    remediation  plan, and  execute  any agreements  deemed
                    necessary   by  the  General   Manager  of  Engineering
                    Services   providing   for    the   construction    and
                    installation  of  remedial works,  including monitoring
                    systems for, among  other things, water  discharges and                    groundwater  flows, and  any  other remedial  works  or
                    systems required  by the City, all  to the satisfaction
                    of the General Manager  of Engineering Services and the
                    Director of Legal Services;

                 3. execute  an agreement, satisfactory  to the Director of
                    Legal Services, that there will be no occupancy of  any
                    buildings or improvements  constructed pursuant to this
                    rezoning  on the  subject site  until the  contaminated
                    soils on the subject  site have been remediated  to the
                    satisfaction of the  Ministry of  Environment (and  all
                    relevant  Federal authorities  to the  extent  that the
                    same evaluate the remediation), and to the satisfaction
                    of  the  City  with   respect  to  lands  dedicated  or
                    transferred  to   the  City,  in   accordance  with   a
                    remediation   plan  approved   by   the   Ministry   of
                    Environment, and acceptable to the City;

                 4. execute a  Section 215  agreement, satisfactory to  the
                    Director   of  Legal   Services,  that   will  register
                    requirements for  25% family housing units  pursuant to
                    the Arbutus Neighbourhood Policy  Plan, which are to be
                    calculated  over  all  three  Sites: 1,  2  and  3,  as
                    identified in the draft  CD-1 by-law attached hereto as
                    Appendix A;

                                                                 APPENDIX B
                                                                PAGE 4 OF 6

                 5. execute an  agreement, satisfactory to the  Director of
                    Legal Services  and  Manager  of  the  Housing  Centre,
                    providing  that  occupancy  or possession  of  dwelling
                    units shall  not be  denied to families  with children,
                    with the exception of units which may be designated  as
                    senior citizens' housing;

                 6. execute  a  services  agreement,  satisfactory  to  the
                    General  Manager   of  Engineering  Services   and  the
                    Director of Legal Services,  to ensure that all on-site
                    and off-site works and services necessary or incidental
                    to the  servicing  of the  subject  site  (collectively
                    called  the "Services") are  designed, constructed, and
                    installed,  and  to  provide   for  the  grant  of  all
                    necessary street dedications and rights-of-ways for the
                    services,  all  to  the  satisfaction  of  the  General
                    Manager  of  Engineering Services  and the  Director of
                    Legal Services.  Dates  for completion of the services,
                    and the length of the applicable warranty and indemnity
                    periods  shall be  to the  satisfaction of  the General
                    Manager of Engineering Services.  Without limiting  the
                    discretion of  the said City Officials,  this agreement
                    shall include provisions that:

                    (i)   the servicing  shall occur  in accordance with  a
                          plan,  acceptable   to  the  General  Manager  of
                          Engineering   Services   which  may   permit  the
                          service  to  be  installed  and  constructed   in
                          phases,  in the  sole discretion  of the  General
                          Manager of Engineering Services;

                    (ii)  no development permit shall  be issued until  the
                          design  of  the  Services  is  completed  to  the
                          satisfaction   of   the   General    Manager   of
                          Engineering Services;

                    (iii) the design of the Services  shall be completed to                          the  satisfaction   of  the  General  Manager  of
                          Engineering Services prior to:

                          (a)  tendering for the construction of any of the
                               Services; or

                          (b)  any  construction  of the  Services,  if the
                               property  owner decides  not  to tender  the
                               construction.

                    (iv)  no  occupancy of  any  buildings or  improvements
                          shall be  permitted until  all relevant  Services
                          are completed to the satisfaction of  the General
                          Manager of Engineering Services;
                                                                 APPENDIX B
                                                                PAGE 5 OF 6

                    (v)   a warranty  in respect of  the Services  shall be
                          granted for  a period of  time designated  by the
                          General Manager  of Engineering Services,  and an
                          indemnity  shall  also  be  given protecting  the
                          appropriate  persons   for  a   period  of   time
                          designated by the General  Manager of Engineering
                          Services; and

                    (vi)  all  services  shall  be   undergrounded  to  the
                          nearest service point;

                 7. register  all rights-of-way  for  vehicle, bicycle  and
                    pedestrian  access and installation  and maintenance of
                    utilities, to the  satisfaction of the  General Manager
                    of Engineering Services and the Approving Officer;

                 8. prepare  and  obtain  approval  and  registration of  a
                    subdivision plan compatible with the development scheme
                    or, should  registration not  be possible prior  to the
                    zoning   enactment,   conclude   arrangements  to   the
                    satisfaction of  the  Approving  Officer  in  his  sole
                    discretion for  subdivision to  take place in  a timely
                    manner following zoning enactment; and

                 9. pay  to the  City  $669,272.00 as  a community  amenity
                    contribution (@ $4  per MBSF) or,  as the City  Manager
                    may approve, enter into  an agreement with the City  to
                    pay such amount plus interest  thereon from the date of
                    the  rezoning  public hearing  adopting  this condition
                    until paid, at the per annum rate of prime plus 2% with
                    principal  and interest  due  and secured  as the  City
                    Manager shall approve.

          Where  the  Director of  Legal  Services  deems appropriate,  the
          preceding  agreements are  to  be  drawn,  not only  as  personal
          covenants of the property  owner, but also as Covenants  pursuant
          to Section 215 of the Land Title Act.

          The preceding agreements are to be registered in  the appropriate
          Land Title Office,  with priority over such other  liens, charges
          and  encumbrances affecting  the  subject site  as is  considered
          advisable by the Director of Legal Services, and otherwise to the
          satisfaction of the Director of Legal Services prior to enactment
          of the by-law; provided however the Director Legal Services  may,
          in her  sole discretion  and on  terms  she considers  advisable,
          accept tendering of the  preceding agreements for registration in
          the appropriate Land  Title Office,  to the  satisfaction of  the
          Director of Legal Services, prior to enactment of the by-law.                                                                 APPENDIX B
                                                                PAGE 6 OF 6


          The  required  agreements shall  provide  security  to the  City,
          including:  indemnities,  warranties,  options  to  purchase,  no
          development covenants,  equitable charges, letter of  credit, and
          withholding of permits, as considered advisable by, and in a form
          satisfactory to, the Director of Legal Services.

          The  timing of all required  payments shall be  determined by the
          appropriate   City  Official   having  responsibility   for  each
          particular agreement,  who may  consult other City  Officials and
          City Council.

          If  dates are established for  enactment which in  the opinion of
          the Director of Legal  Services would require increased resources
          within  the Law Department, or  which require, in  the opinion of
          the Director of Legal Services, the retaining of outside counsel,
          reimbursement   for   these   costs   will   be   required   from
          Bastion-Intracorp.

                                                                 APPENDIX C
                                                                PAGE 1 OF 2


                       SITE DESCRIPTION, CONTEXT AND BACKGROUND


          The  Bastion-Intracorp site  is one  of four  major sites  in the
          Arbutus  Industrial Area (AIA) (see Figure 1).  CD-1 By-laws have
          been enacted for  the two  Molson's sites, 2790  Vine Street  and
          2135 West 12th Avenue with construction on the latter expected to
          start this summer.  Enactment of the CD-1 zoning for  the Twinpak
          site is expected to occur before the end of the year.

          Figure 1 - Major CD-1 Sites in AIA          In 1993, Bastion-Intracorp (formerly Intrawest) filed a  rezoning
          application  for their site on  the north side  of the 2100 block
          West 11th Avenue.  As a result of extended negotiations occurring
          simultaneously on the Molson's two sites, the overall concept for
          the major sites changed  with a central park being replaced  by a
          greenway approach.    Coupled with  this  approach was  a  policy
          objective established  in the  Arbutus Neighbourhood  Policy Plan
          calling for closure  of West  11th Avenue, as  much as  possible,
          between Vine and Maple Streets.

                                                                 APPENDIX C
                                                                PAGE 2 OF 2



          This led to negotiations between City staff and Bastion-Intracorp
          - regarding  the possibility of  a land exchange  involving their
          site  and the  City Works  Yard on  the south  side of  West 10th
          Avenue,  immediately  to  the  north.    Negotiations  progressed
          sufficiently that the  Bastion-Intracorp rezoning application was
          amended and together with a companion rezoning application by the
          Director  of  Planning  was  approved "in  principle"  at  Public
          Hearing on May 31, 1994.

          Protracted negotiations have  occurred between the two  companies
          and City staff since that time.   Soils testing has now also been
          undertaken.   Agreement has  been reached  between staff  and the
          companies to propose alterations to the  existing rezoning by way
          of  a new application,  the details of  which are the  subject of
          this report.

                                                                 APPENDIX D
                                                                PAGE 1 OF 2

          DEVELOPMENT PROPOSALS (1994 AND 1996)
          [Sketch Plans]





                                                                 APPENDIX D
                                                                PAGE 2 OF 2


                                                                 APPENDIX E
                                                                PAGE 1 OF 4

                      COMPARISONS BETWEEN APPROVED-IN-PRINCIPLE

                            Rezoning and Revised Proposal

          Descriptive Analysis

          The  following descriptive analysis  is supplemented on following
          pages  with comparative  drawings  showing  approved or  proposed
          parcel boundaries and proposed public rights-of-way, followed  by
          a statistical comparison of  the May 1994 "approved-in-principle"
          rezoning and the revised proposal.

          The  following  descriptions provide  a  detailed  review of  the
          changes accommodated in the "revised proposal" of February 1996:

          1.     Existing  lot boundaries  have been  utilized in  order to
                 simplify the proposed land exchange.  Depths for  the West
                 10th Avenue and  West 11th  Avenue sites (Sites  3 and  2)                 increase from 36.6 m (120 ft.) to 38.1 m (125 ft.).

          2.     Adjustments to  the Arbutus  Street site (Site  1) are  as
                 follows:

                 -  the  depth of the  Arbutus Street site  is increased by
                    3 m  (10 ft.)  to  accommodate  a proposed  underground
                    parkade.  This 3 m strip will be encumbered by a public
                    right-of-way  providing for public  access to sidewalks
                    and   related  boulevards.    This  approach  has  been
                    previously accepted on  Molson's West 12th Avenue  site
                    and  the Twinpak  site, both  immediately south  of the
                    subject sites; and

                 -  FSR  is increased from 1.94  FSR to 2.0  FSR to provide
                    for more optimum development  of this parcel, including
                    an adequate street wall interface with Arbutus.

          3.     Additional  adjustments  to  the  West  11th  Avenue  site
                 (Site 2) are as follows:

                 -  reduced  in length by 7  m (23 ft.), thereby increasing
                    the park frontage along West  11th Avenue which will be
                    closed if these proposals proceed.  A corner cut-off is
                    also dedicated to  the City to  provide for a  smoother
                    transition on the proposed north-south street;

                 -  increased in  area to  provide for a  cul-de-sac which,
                    will  provide for  both turn-around  and access  to the
                    building  on that  site.   Ownership of  the cul-de-sac
                    will   rest   with  the   applicants,   accompanied  by
                    appropriate public right-of-way for both pedestrian and
                    bicycle access and maintenance; and
                                                                 APPENDIX E
                                                                PAGE 2 OF 4

                 -  the FSR  is decreased  from 3.4  FSR to  3.15 FSR  as a
                    result of  the increased site  size due to  addition of
                    the cul-de-sac.

          4.     Additional  adjustments  to  the  West  10th  Avenue  site
                 (Site 3) are as follows:

                 -  increased in  length by  7.62 m (25 ft.),  reducing the
                    park frontage along West 10th Avenue; and

                 -  FSR maintained at 2.11 FSR.

          5.     Site areas are adjusted to reflect the changes above.

          6.     Proposed public  rights-of-way have  been adjusted  from a
                 uniform 3 m (10  ft.) to a uniform  1.5 m (5 ft.),  plus a
                 triangular widening at the junction of the two sites.

          The  net  result  of these  changes  is  an  overall increase  in
          buildable floor space of 249 m2  (2,683 sq. ft.).  Almost half of
          this  increase is a topping-off of the Arbutus Street site, while
          the rest is a transfer of density from the West  11th Avenue site
          to West 10th Avenue and  maintaining FSRs as approved previously,
          except as noted above.

          Following   are  comparative  sketch   plans  and  a  statistical
          comparison of the two proposals.


                                                                 APPENDIX E                                                                PAGE 3 OF 4

                                                                 APPENDIX E
                                                                PAGE 4 OF 4


                                                                 APPENDIX F
                                                                PAGE 1 OF 1

          Applicant's Input

          The applicant has received a copy of this report and is preparing
          a response.  Staff anticipate that the response will be available
          at the Council  meeting on June 25,  1996.  Staff  are forwarding
          the information in this manner so as not to unnecessarily hold up
          consideration of this item.



                                                                 APPENDIX G

          APPLICANT, PROPERTY, AND DEVELOPMENT PROPOSAL INFORMATION


          APPLICANT AND PROPERTY INFORMATION 

                   Street Address                    2197 West 11th Avenue, 2625-27 Arbutus Street & 2176 West 10th Avenue
                   Legal Description                 Lots 1-7 & 11-20, Block 364, D.L. 526, Plan 4905, Group 1, N.W.D.

                   Applicants                        Bastion Dev. Ltd. and Intracorp; Director of Land Use and Development,
                                                     City of Vancouver

                   Architects                        Nigel Baldwin Architects
                   Property Owners                   363027 B.C. Limited; City of Vancouver

                   Developers                        Bastion Development Ltd. and Intracorp; City of Vancouver Parks Board


                 SITE STATISTICS

                                                             GROSS                  DEDICATIONS                  NET

                   SITE AREA                              6 768.3 m2                 598.6 m2                 6 169.7 m2


                 DEVELOPMENT STATISTICS


                                                       DEVELOPMENT PERMITTED UNDER EXISTING          PROPOSED DEVELOPMENT
                                                                      ZONING


                   ZONING                                              M-1                                   CD-1
                   USES                               Various industrial, retail, service,       Residential; commercial and 
                                                         transportation and storage uses                Arbutus Street
                                                            (outright and conditional)

                   DWELLING UNITS                          Caretaker/artist 'live/work'                       -

                   MAX. FLOOR SPACE RATIO                         5.0 industrial                          2.50 gross
                                                                1.0 non-industrial
                   MAXIMUM HEIGHT                                30.5 m (100 ft.)                       14.3 to 21.9 m

                   MAX. NO. OF STOREYS                            Not specified                        4 and 7 storeys                   PARKING SPACES                             As per Parking By-law                          RM-4