POLICY REPORT
                                URBAN STRUCTURE

                                           Date: December 5, 1995
                                           Dept. File No.  PW


   TO:       Vancouver City Council

   FROM:     Director of  Central Area  Planning, in consultation  with the
             General  Manager  of  Engineering  Services,   Director  Legal
             Services and the Manager of the Housing Centre

   SUBJECT:  Rezoning:  800-1100 Pacific Boulevard 
             (Quayside Waterfront Block)

   RECOMMENDATIONS

        A.   THAT  the application by James Cheng  Architects to amend CD-1
             By-law No. 7248, for  800-1100 Pacific Boulevard (Quayside) to
             reallocate previously  approved floor area  and dwelling units
             within the  waterfront block,  be referred to  Public Hearing,
             together with:

             i)   plans received  from James  Cheng Architects, dated  July
                  28, September 15, and as amended December 4, 1995;

             ii)  draft CD-1  By-law amendments, generally  as contained in
                  Appendix B;

             iii) the  recommendation  of  the  Director  of  Central  Area
                  Planning  to   approve   the  application,   subject   to
                  conditions contained in Appendix C;

             iv)  consequential  amendments  to the  Quayside Neighbourhood
                  (800 -1100 Pacific Boulevard) 
                  CD-1 Guidelines to be presented for adoption in principle
                  at the Public Hearing; and 

             v)   consequential amendment to the False Creek North Official
                  Development   Plan,  to   delete  the   mandatory  retail
                  requirement  along  Marinaside  Crescent, should  Council
                  choose this option.

             FURTHER THAT the Director  of Legal Services be  instructed to
             prepare  the  necessary  by-laws for  consideration  at Public
             Hearing.
        B.   THAT  Council   adopt  Recommendation   A  on   the  following
             conditions:

             i)   THAT the passage of the above resolution creates 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  and  all its  officials,  including  the
                  Approving Officer,  shall not in  any way  be limited  or
                  directed  in   the  exercise   of   their  authority   or

                  discretion, regardless  of when  they are called  upon to
                  exercise such authority or discretion.

   GENERAL MANAGER'S COMMENTS

        The General Manager of Community Services RECOMMENDS  approval of A
        and B.

   COUNCIL POLICY

   Relevant Council policy includes:

   -    The False Creek Policy Statement approved in August 1988
   -    The False Creek North Official  Development Plan (FCN ODP) approved
        in April 1990
   -    The Quayside CD-1  By-law No.  7248, Form of  Development and  CD-1
        Guidelines adopted in November 1993.

   PURPOSE AND SUMMARY

   This report assesses  a July  28, 1995 rezoning  application by  Concord
   Pacific to revise the  schematic form of development for  the waterfront
   block  (see following  map) and  make grade-level  retail on  Marinaside
   Crescent optional rather than mandatory.

   Concord  wants to replace the Marinaside retail with townhouses and move
   the retail to Davie and Pacific as part of a two-storey local commercial
   centre.  They conclude this is the best location to serve residents.
   Staff  strongly recommend keeping retail on Marinaside because it is the
   key to creating a  unique urban experience at this  prominent waterfront
   location.

   Concord and staff generally agree on a commercial  pattern for Davie and
   Pacific  that would provide for  a supermarket and  supportive retail at
   grade with restaurants and local serving office uses on the second floor
   accessed in ways that prevent internalization.

   On  Marinaside Crescent,  Council  has the  following choices  regarding
   retail/restaurants versus housing:

   -    Option 1

        All townhouses, as proposed by Concord;

   -    Option 2

        Primarily townhouses, perhaps convertible at grade to retail later,
        but some restaurants at the westerly end;

   -    Option 3

        All retail/restaurants, as strongly recommended by staff; and

   -    Option 4

        Primarily retail/restaurants  but some  townhouses at  the easterly
        end, convertible at grade to retail in the future.

   If  Council  chooses to  remove  the  retail from  Marinaside  Crescent,
   Engineering staff recommend that  the beautification be reconsidered and
   the street treated as other residential streets.

   Concord  wants  to change  the form  of  development from  five terraced
   towers  ranging in  height from 22  to 32  storeys, to  six point towers
   ranging in height from  21 to 34 storeys.   The total number  of housing
   units and floor area would not change from the approved zoning.

   Staff support the  new scheme  because overall urban  design and  public
   amenity  are  improved.   Conditions in  Appendix  C will  guide further
   design   development  through   the  Development   Application  process.
   Appendix  D contains  changes  to the  CD-1  by-law to  accommodate  the
   revised  massing, secure  the agreed  commercial pattern  for Davie  and
   Pacific,  and  implement  housekeeping  amendments  for  amenity  space,
   recessed windows and transfer of units between Areas 4 and  5A.  Revised
   Quayside CD-1 Guidelines will  be presented for Council adoption  at the
   Public Hearing.
   Engineering  staff will  report to  Council at  the Public  Hearing with
   details on accommodating a rapid transit alignment under  the waterfront
   block.

   Staff recommend referral  of the application to  Public Hearing, subject
   to  design refinements.  Council  direction is sought  on the Marinaside
   retail issue.

   Quayside Waterfront Block





   DISCUSSION

   Changes to Retail Pattern

   The False Creek  North Official Development  Plan (ODP) requires  retail
   along Marinaside Crescent in Quayside.  The only other location in False
   Creek North  with mandatory retail is the Plaza of Nations.  The current
   zoning  reflects the ODP, with 7 200 m›   (77,500 sq. ft.) of retail and
   commercial service use on Marinaside Crescent and in a food store at the
   corner of Davie Street and  Pacific Boulevard.  Concord wants to  expand
   retail  and commercial  into  a two-storey  centre  at this  corner  and
   replace retail on Marinaside Crescent with housing.  These proposals are
   discussed below.

   Davie  and Pacific Retail and Commercial  Centre Recent Concord research
   has concluded that the optimum type of retail and service commercial for
   this area will be  locally oriented; and  that the optimum location  for
   this  will  be at  the Davie/Pacific  intersection.   Essential  to this
   concept is  a full service  supermarket of 20,000  to 25,000 sq. ft.   A
   component of  other retail, restaurants  and local-serving  professional
   offices will  support the supermarket,  creating an easterly  anchor for
   the shopping area now developing along Pacific Boulevard and reinforcing
   the Roundhouse Community Centre.

   Staff fully  support the supermarket  and feel  it could even  be larger
   than  proposed.   Staff also  support other  related retail  and service
   commercial uses at this location provided internal malls are not created
   and retail is located at and oriented to the sidewalk, especially  along
   Davie Street.  The concern is to protect and enhance the retail vitality
   of the Pacific Boulevard retail commercial district.

   Staff and Concord have  generally agreed upon an arrangement  for retail
   and commercial at the southeast corner of Davie and Pacific as follows:

   -    up to 4 200 m› (about 45,000 sq. ft.) of grade-level retail  with 2
        300 m› (25,000 sq. ft.) or  more for a full service supermarket and
        the balance  in other  street-facing retail shops,  ensuring retail
        continuity  from  the  intersection   extending  south  and   east,
        especially along Davie Street;

   -    up  to 2 500 m› (about 27,000  sq. ft.) of second-floor restaurants
        and  non-retail,  locally-serving  professional  offices  (such  as
        doctors,  dentists, lawyers,  insurance, etc.)  with 750  m› (8,000

        sq.ft.) or more for one or more restaurants, each accessed directly
        from the sidewalk below.
   Staff propose the  office component be drawn from the ODP allocation for
   offices in False Creek North.   If Council adopts Concord's approach for
   Marinaside  Crescent,  as  outlined  below,  Concord  wants  the  office
   component to be converted from  the existing Quayside retail  allowance.
   The CD-1 by-law (see  Appendix D) will explicitly prevent  conversion of
   offices to  retail and vice versa.   Design conditions  (see Appendix C)
   will ensure  retail and second-floor  restaurants are accessed  from the
   sidewalk,  thus  avoiding  internal  malls;  and  that  sidewalk  retail
   continuity is achieved.

   Marinaside  Crescent  Retail   Further  to the  above,  Concord research
   concluded that retail on  Marinaside Crescent will fail and  only modest
   amounts of restaurant space at this  location may be economic.  Instead,
   they  see a strong market for  housing at grade that  they feel will not
   mix  well with  retail  or  restaurants.    Therefore,  Concord  propose
   townhouses  all along the Marinaside Crescent frontage from Davie to the
   most  easterly Mews.  If  pressed, Concord would  consider the following
   alternative, although they do not believe it is the best solution:

   -    750 m›  (8,000  sq. ft.)  of  restaurants  at the  western  end  of
        Marinaside Crescent, adjacent to Davie Street;

   -    townhouses extending easterly, with the ground-level of these units
        designed  with higher  ceilings for  future retail  conversion, but
        with  no other  cost-related  features such  as increased  parking,
        loading or building code requirements.

   Staff  strongly recommend  that  Marinaside Crescent  be developed  from
   Davie to the easterly  mews for retail and restaurant uses as originally
   envisaged in  the ODP and approved  zoning in order to  create a unique,
   active public-oriented gathering place at this one prominent location on
   False  Creek where cars will be allowed  at the water's edge.  Vehicles,
   boats,  retail, restaurants,  housing  entrances and  a coherent  public
   realm treatment will  create an experience similar  to Granville Island,
   providing a vital counterpoint to the  quieter residential frontages and
   park areas that dominate the balance of the False Creek North shoreline.

   To   evaluate  economic   feasibility,  a   market   consultant,  Thomas
   Consultants,  was retained  by staff.   Thomas  advises that  Marinaside
   Crescent  can  become a  city  highlight  and regional/tourist  shopping
   destination  and experience  providing  for "boardwalk"  style retailing
   with the waterfront  character as  a natural magnet.   Thomas  concludes
   that retail will  start small with independent  convenience and personal
   service stores.  A critical mass will be generated from restaurants that
   will gravitate to the quayside setting.  To this, higher order retailing
   (clothing,  novelty  and impulse  shopping)  will  be drawn,  generating
   continuing destination
   appeal.   Thomas advises that  during their review,  several destination
   retailers   (i.e.,   chandlery,   hardware,   nautical    apparel)   and
   restauranteurs expressed interest in  Marinaside Crescent.  Thomas notes
   that  the synergy  for a  public-oriented, active, people  place depends
   absolutely on a strong retail component coupled with vehicular access.

   From  the outset, Planning in and around Marinaside Crescent has striven
   to reinforce  this as a special  public place in the  False Creek basin,
   including:

   -    limiting retail elsewhere in False Creek North;
   -    allowing cars in order to optimize the unique access and visibility
        of the quayside;
   -    keeping the  street narrow with  curb-side parking to  ensure slow-
        moving traffic compatible with pedestrians;
   -    designing a  special public realm treatment  integrating waterfront
        walkways, sidewalks,  street and setback areas  as one identifiable

        and functioning "place";
   -    providing  for a  diverse marina  with moorage,  livaboards, marine
        commercial  and ancillary activities  as well as  a floating public
        walkway and ferry stop that will support land-based retailing;
   -    requiring building  setbacks along  Marinaside to let  shopping and
        restaurant activity easily spill out onto the sidewalk; and
   -    allowing  residential  lobbies  and doorways  intermixed  with  the
        retail frontage  and setting  back the  housing  above to  minimize
        impacts from street activity.

   If more retail allowance is needed in the ODP to achieve this vision for
   Marinaside  Crescent, staff would support an increase beyond current ODP
   limits.   Currently, there is  more than enough  retail capacity in  the
   ODP, so this issue would not have to be dealt with until the  final area
   zonings.

   If Council is anxious about short-term retail viability along Marinaside
   Crescent, an alternative suggested, though not preferred, by staff would
   establish  a practical retail foothold at the outset, with the remaining
   frontage  configured  to  give  market  flexibility  for  future  retail
   conversion.  Suggested would be to require:

   -    about  2 300  m› (25,000 sq.  ft.) of  retail and  restaurants now,
        extending from  Davie  Street to  the  Landmark Mews,  with  retail
        expansion potential into parking areas behind; and
   -    townhouses extending easterly from  Landmark Mews, with the ground-
        level  of these  units  designed with  higher  ceilings for  future
        retail  conversion (including  allowing  live-work  space now)  and
        parking,  loading  and building  code  provisions  resolved now  to
        facilitate easy conversion later.

   In  summary,  documentation will  be  prepared  for the  public  hearing
   whereby Council has the  following choices regarding  retail/restaurants
   as required in the ODP versus housing along Marinaside Crescent:

   -    Option 1

        All townhouses, as proposed by Concord;

   -    Option 2

        Primarily townhouses, perhaps convertible at grade to retail later,
        but some restaurants at the westerly end;

   -    Option 3

        All  retail/restaurants,  as   strongly  recommended  by  Planning,
        Engineering and other staff; and

   -    Option 4

        Primarily  retail/restaurants but  some townhouses at  the easterly
        end, convertible at grade to retail in the future.

   If  Council   chooses  to   remove  retail  from   Marinaside  Crescent,
   Engineering  staff   recommend  that  Marinaside's  treatment   be  made
   consistent with  other  residential city  streets.   They  believe  that
   converting  Marinaside  from  the  original concept  requires  that  the
   beautification should be reconsidered.

   Changes to Form of Development

   The  approved schematic  form of  development (see  Appendix A)  for the
   Waterfront block shows five terraced towers ranging in height from 22 to
   32 storeys, stepping down from Pacific Boulevard to Marinaside Crescent.
   Seniors'  non-market housing is  located in three  low-rises on Pacific.

   Family non-market housing is located
   in a  low-rise across from  Coopers Park, next  to Cambie Bridge.   This
   scheme  orients  the buildings  to  the  curve of  the  bay, presents  a
   symmetrical  edge  on Marinaside  Crescent,  and  locates  the  bulk  of
   building mass along Pacific Boulevard.
   Concord  wants to  change the  built-form from  terraced towers  to more
   conventional point towers  on a low-rise base.   The 1,315 housing units
   and 130 700 m› (1.4 million  sq.ft.) of residential floor area would not
   change from the approved zoning.

   Proposed  are six towers ranging in height from  21 to 34 storeys.  Four
   of these towers are paired providing a sense of entry to pedestrian mews
   linking Pacific Boulevard and Marinaside Crescent.  These are flanked by
   34-storey towers  at Davie and  at the east  end of the  block on  a new
   pedestrian mews next to the non-market family site (see Appendix A).

   The seniors' non-market units have been consolidated into two sites, 150
   units in a 13-storey tower  at Davie and Pacific and 50 units  in a mid-
   block  low-rise on  Pacific.   These adjustments  are acceptable  to the
   Manager of the Housing Centre.

   Accommodating the floor area from the terraced tower scheme has required
   an  additional 21-storey  tower and  added ten  floors to  other towers.
   Tower  floorplates are 600 m›  (6,400 sq.ft.) which  are consistent with
   other  shoreline locations.  The easterly 34-storey tower has a slightly
   larger plate  because it is separated  from the family of  towers to the
   west.  As well,  some towers are closer to  the water than the  previous
   scheme.

   Staff support the new scheme because:

   -    Slimmer  towers improve  views through  the waterfront  block, both
        from upland sites and from the south shore of False Creek.

   -    Building   mass  and   shadowing   along   Pacific  Boulevard   are
        substantially reduced.  Lower heights create a better transition to
        the street and open space compared to eight storey buildings in the
        current scheme.

   -    The  paired towers  emphasize  the axis  of  the Quayside  Bay  and
        respond to the downtown street grid.

   -    Public  access  through  the  site  has  improved.    An additional
        pedestrian mews is provided on the east portion of the site and the
        locations of the two westerly mews have been adjusted to align with
        the Cambie/Pacific  intersection and maximise water  views from the
        landmark tower.

   Staff recommend that the  revised scheme become the form  of development
   for  the waterfront block.  Further design development is recommended to
   refine  the   scheme  through   the  development   application  process.
   Conditions are included in Appendix C.  If the new  rezoning is approved
   at public hearing, the new form of
   development will replace those sections  of the Quayside CD-1 Guidelines
   dealing with the waterfront block.  A revised set of  guidelines will be
   presented for Council adoption at the public hearing.

   Appendix  B outlines the adjustments  to the CD-1  By-law to accommodate
   the new  form of development  and reallocation  of building mass  on the
   Quayside block.  As  well, based on development experience to  date, by-
   law  adjustments for  all of  Quayside are  recommended to  increase the
   amount of  amenity space, provide more flexibility for recessed windows,
   which  are  considered  a  positive   design  feature,  and  allow  more
   flexibility  in  unit  numbers  for  each  development  parcel  (without
   changing overall unit allowance or floor area).

   Engineering Issues

   Transit Corridor Right-of-way

   Further  to Council direction, staff  have been working  with Concord to
   secure a rapid transit  right-of-way through the Quayside Neighbourhood.
   Following  the  Quayside rezoning  in 1993,  Concord  entered into  a No
   Development  Covenant with the City which requires Concord to provide an
   acceptable  right-of-way for  a  future ALRT  corridor.   This  work  is
   ongoing and we anticipate bringing more details to Council at the Public
   Hearing.

   Pedestrian Access

   An  additional pedestrian mews  has been introduced  which provides more
   access through the site to the waterfront.  The Landmark Mews is located
   further  east from Beatty Mews  and the signalized  crossing on Pacific.
   However, the relocated Cambie Mews  provides a direct pedestrian linkage
   to Beatty Mews.  Appendix C contains a condition to review the crosswalk
   location  between the  Beatty  and Landmark  Mews  to create  a  clearer
   connection.

   Conditions of Approval

   Because  the Quayside zoning has  been enacted, all  prior conditions of
   approval have been secured through legal agreements.  Required additions
   and adjustments to those agreements are included in Appendix C.

   COMMENTS OF THE PUBLIC AND REVIEWING AGENCIES

   These comments are included  in Appendix D along with sections on social
   and environmental implications.
   APPLICANT'S COMMENTS

   Concord will provide comments separately by letter at zoning referral.

   CONCLUSION

   Staff   support  the  revised  form  of  development  proposed  for  the
   Waterfront block in  Quayside, subject to the design conditions included
   in Appendix C, as it will result in an improved and more sensitive urban
   design.  Staff do  not support Concord's request  to remove retail  from
   Marinaside Crescent.  Options are presented for Council consideration at
   the public hearing on this issue.

              * * *APPROVED SCHEMATIC DEVELOPMENT - November 1993Appendix A
                                                                Page 1 of 2

   PROPOSED FORM OF DEVELOPMENT                                  Appendix A
                                                                Page 2 of 2
   DRAFT CD-1 BY-LAW AMENDMENTS                                  Appendix B
   800 - 1100 PACIFIC BOULEVARD


   The uses, floor  areas and  density, maximum height,  maximum number  of
   dwelling units and parking and loading requirements will not change from
   the current  CD-1 By-law 7248.   The following  sections will change  to
   accommodate  the new form of development and changes to building massing
   on the waterfront block:

   -    5.  Sub-areas - amend the wording  and diagram to reduce the number
        of sites in Sub-area 4

   -    6.5 Table 2  - change the allocation of floor area by sites in Sub-
        area 4

   -    6.6 - delete this as it is no longer relevant

   -    6.8  - increase the  number of dwelling  units transferable between
        sub-areas 4 and 5A to a total of 20%

   -    7. Table 4 - Height  - change the allocation of building  height by
        sites in Sub-area 4

   -    11. - Acoustics -  delete the requirement for terraces,  patios and
        balconies, pursuant to Council's balcony enclosure guidelines

   -    Include  provisions requiring  access to  second  floor restaurants
        from directly at grade and office space from one or more lobbies at
        grade,  and  first-floor retail  from  the  adjacent sidewalk  with
        coherent  retail  continuity  by  limiting  frontage  of individual
        shops, and  restricting conversion  of  retail or  service uses  to
        office  space and  the  conversion of  office  space to  retail  or
        service use.

   In addition, two other adjustments are recommended:

   -    6.4(b) - remove the  restriction on the maximum depth  that windows
        may be recessed

   -    6.3(h)  - increase the amenity  space for residential  uses in both
        Sub-areas  4 and 5A to  a total of 11 000  m› (118,400 sq. ft.) for
        area which is at or above the base surface.
                     QUAYSIDE WATERFRONT BLOCK            Appendix C
                  PROPOSED CONDITIONS OF APPROVAL        Page 1 of 5

     NOTE:     These  are draft conditions which  are subject to change and
        refinement by staff prior to  the finalization of the agenda
        for Public Hearing.

     FORM OF        (a) THAT a revised form of development for the
     DEVELOPMENT        Quayside Waterfront block be approved by Council
                 in principle, generally as shown on the plans
                 stamped "Received City Planning Department, July
                 28, September 15, and December 4, 1995", having
                 specific regard to the siting of the buildings,
                 development of the ground plane, and general
                 building heights and massing.  A major objective
                 of the form of development is to create a
                 neighbourhood of quality urban design and
                 architecture and maintain the qualitative aspects
                 demonstrated in the Yaletown Edge and Roundhouse
                 neighbourhoods.  The Director of Planning may
                 allow alterations and refinements to this form of
                 development when approving the detailed scheme of
                 development, with guidance from (b) below and if
                 there are demonstrated improvements to the overall
                 design.  Criteria for judging changes will be
                 based on the following principles:

                 -  improved relationships to adjacent development
                    with respect to shadowing and public and
                    private views;
                 -  improved livability with respect to private
                    open space, privacy and access;
                 -  meeting CPTED (Crime Prevention Through
                    Environmental Design) principles;
                 -  improved public and common open space
                    provision, quality and programming;
                 -  improved public realm treatment, amenity and
                    safety;
                 -  improved vehicle and pedestrian movement

                    relationships and safety, and vehicular access;
                    and
                 -  improved architectural design and quality of
                    materials and finishes.

     DEVELOPMENT    (b) THAT prior to the final approval by Council of the
     APPLICATIONS       detailed form of development for each portion of
                 the project, the applicant shall obtain approval
                 of a development application by the Director of
                 Planning who shall have regard to the following:






                                                          Appendix C
                                                         Page 2 of 5

                 -  Ensuring that grade-level retail space is
                    street-facing, especially on Davie Street, and
                    that limits on individual shop frontage are
                    provided to ensure retail continuity and
                    interest;
                 -  Ensuring that all second floor restaurant uses
                    are accessed directly from the street and
                    second-floor offices are accessed from one or
                    more street-oriented lobbies at grade;
                 -  Reducing second floor commercial at Davie and
                    Pacific and limiting remaining space for local
                    serving, non-retail office uses;
                 -  Adjusting the massing of the 13-storey seniors'
                    building at Davie and Pacific to reduce view
                    and building mass impacts for residents across
                    Pacific Boulevard in Yaletown Edge;
                 -  Creating a more active and interesting grade
                    level treatment along Pacific between the
                    Cambie and Landmark Mews;
                 -  Reducing the large areas of water on the common
                    open space on each block to provide for
                    children's play and landscaping;
                 -  Reviewing the crosswalk connection on Pacific
                    to achieve a clearer connection between the
                    landmark mews and the pedestrian crosswalk on
                    Pacific at Beatty Mews; and

     RETAIL         (c) THAT Council choose one of the following retail
     OPTIONS            options for Marinaside Crescent:

                 -  Option 1.
                    All townhouses, as proposed by Concord;

                 -  Option 2.

                    Primarily townhouses, perhaps convertible at
                    grade to retail later, but some restaurants at
                    the westerly end;

                 -  Option 3.

                    All retail/restaurants, as strongly recommended
                    by Planning, Engineering and other staff; and

                 -  Option 4.

                    Primarily retail/restaurants but some
                    townhouses at the easterly end, convertible at
                    grade to retail in the future.

     
     Appendix C
     Page 3 of 5

     Choosing
     Option 1, 2
     or 4 will
     trigger a
     consequentia
     l amendment
     to the False
     Creek North
     ODP.
     
     ENERGY         (d) THAT Council require the provision of low flow
     EFFICIENT          toilets, shower heads and faucets as standard
     FEATURES           features in the Quayside Waterfront Block, as and
                 when required by the Plumbing By-law;

     AGREEMENTS     (e) THAT prior to enactment of the CD-1 By-law
                 amendment, the property owner shall, at no cost to
                 the City:

     NON-MARKET         (i)    Modify the existing agreement where
     HOUSING                   necessary with respect to the location of
                        non-market housing, satisfactory to the City
                        Manager and Director of Legal Services, by
                        which sufficient parcels shall be conveyed
                        to the City for the non-market housing to be
                        constructed within the site, at a price
                        acceptable to City Council.  Such parcels
                        are for such non-market housing programs or
                        initiatives as City Council may generally
                        define or specifically approve from time to
                        time.

     SERVICES           (ii)   Modify the existing Quayside Neighbourhood
     AGREEMENT                 Services Agreement to meet requirements of
     MODIFICATION              the rezoning, to the satisfaction of the
                        General Manager of Engineering Services and
                        the Director of Legal Services, to ensure
                        that any additional on-site and off-site
                        works and services, required as a result of
                        the revised development scheme on the
                        subject site are designed, constructed, and
                        installed at no cost to the City.
     EXISTING           (iii)  Amend and/or release all existing covenants
     COVENANTS                 and rights-of-way to address the proposed
                        development, to the satisfaction of the
                        Director of Legal Services; and

                        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
                        which charge and run with the land.




                                                          Appendix C

                                                         Page 4 of 5

                        The Director of Legal Services may require
                        the preceding agreements to be registered in
                        the Land Title office, prior to enactment of
                        the by-law, but in any event, the City will
                        not issue any development permits, and the
                        property owner shall not seek the issuance
                        of any development permit relating to the
                        site prior to the registration of the
                        preceding agreement; such agreements are to
                        have priority over those liens, charges and
                        encumbrances as considered advisable by the
                        Director of Legal Services.

                        The required agreements shall provide
                        security to the City including indemnities,
                        warranties, options to purchase, no
                        development covenants, equitable charges,
                        development bonds, letters 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.

                        The property owner will confirm, in form
                        satisfactory to the City, that it is the
                        legal and beneficial owner of the site; or,
                        if not, the property owner will cause the
                        beneficial owner to agree that the
                        beneficial has knowledge of all the
                        transactions, gives its consent and is bound
                        by all agreements, and evidence of such
                        shall be provided to the City.  Further, all
                        legal costs expended by the City in being
                        satisfied as to ownership of the site and as
                        to the involvement of any beneficial owner
                        (including retaining outside counsel to
                        undertake investigations and prepare
                        agreement and certificates) will be the
                        responsibility of the property owner.





                                                          Appendix C
                                                         Page 5 of 5
     
                       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 the property owner.
   COMMENTS OF THE PUBLIC AND REVIEWING AGENCIES          Appendix D

   Public Comments

   The public process included six public meetings and model
   displays.  There has been strong public support for the revised
   design as an improvement over the previous scheme.  Concerns from
   Yaletown Edge residents about views impacts from the 13-storey
   seniors' building are addressed through conditions.  The public
   has expressed a variety of views about retail along Marinaside
   Crescent.  Almost all opposed an internalized shopping centre at
   Davie and Pacific.

   Vancouver City Planning Commission (VCPC)

   The VCPC considered the issue of retail along Marinaside Crescent
   and will present its position to Council at the Public Hearing.

   Urban Design Panel

   The Panel reviewed this proposal in September, 1995.  The Panel
   strongly supported the revised form of development as a better
   reflection of the design principles originally envisaged for the
   site.  Concern was expressed about the very large floorplate
   sizes and the need for skilful handling.  This is addressed
   through revised smaller floorplates.  The Panel did not support
   removing retail from Marinaside Crescent, noting that the entire
   urban design concept for the street is based on having some
   retail along it to complement pedestrian character.  The Panel
   also strongly opposed internalizing any retail on Pacific
   Boulevard.

   Social Implications

   The changes to the approved zoning for Quayside will assist in
   the implementation of a socially diverse neighbourhood in False
   Creek North.

   Environmental Implications

   Quayside will provide opportunities for high-density living close
   to transit, recreation and work places in the central business
   district.  This will reduce traffic demands with consequent
   benefits to air quality, energy costs and a reduction in
   vehicular pollutants.