CITY OF VANCOUVER

                            SPECIAL COUNCIL MEETING


        A Special  Meeting of the Council of the City of Vancouver was held
   on Thursday, December 14,  1995, at 7:30  p.m., in the Council  Chamber,
   Third Floor, City  Hall, for the purpose of holding  a Public Hearing to
   amend the Zoning and Development By-law.

             PRESENT:       Mayor Owen
                            Councillors Chiavario, Clarke, Hemer, Ip,
                                        Kwan, Price, Puil and Sullivan


             ABSENT:        Councillor Bellamy (Civic Business)
                            Councillor Kennedy (Illness)


             CLERK TO THE COUNCIL:    Gary MacIsaac



   COMMITTEE OF THE WHOLE

   MOVED by Cllr. Clarke,
   SECONDED by Cllr. Ip,
        THAT this Council resolve itself into Committee of the Whole, Mayor
   Owen  in the Chair,  to consider proposed  amendments to the  Zoning and
   Development By-law.

                                                - CARRIED UNANIMOUSLY



   1.   Text Amendment:  572 Beatty Street
        (International Village)           

        An application  by International  Village Architects, on  behalf of
   Henderson Development (Canada) Ltd., was considered as follows:

        The proposed amendments to  CD-1 Comprehensive Development District
        By-law No. 6747 would:

        -    increase the maximum permitted  number of residential units to
             1400 from 800,  by creating  smaller units  and by  converting
             permitted commercial and hotel space to residential use;
        -    change  the  mix and  location  of  social housing,  including
             payment-in-lieu for non-family units;
        -    change  the form of development and  add a new tower on Parcel
             E;

                                                          cont'd....
   Clause No. 1 (cont'd)


        -    revise view corridors through the site;
        -    increase the  height of  all towers,  all within the  existing
             maximum height limit of 91 m (300 ft.);
        -    adjust parking standards; and
        -    require  consequential  amendments  to the  False  Creek North
             Official Development Plan, and to the Sign By-law.

        The  Director of  Land  Use and  Development recommended  approval,
   subject to the following conditions proposed for adoption  by resolution
   of Council:

        FORM OF DEVELOPMENT

        (a)  THAT a  revised form of development  for International Village
             be approved by Council in principle, generally as shown on the
             plans  stamped "Received  City Planning  Department  March 23,
             1995 and  as revised  in supplementary drawings  received July
             31,  1995",  having  specific  regard  to  the  siting  of the
             buildings, development  of the ground  plane, general building
             heights and  massing, providing that the  Director of Planning
             may  allow  alterations  to  this  form  of  development  when
             approving  the  detailed scheme  of development  with guidance
             from (b) and (c) below;

        DESIGN GUIDELINES

        (b)  THAT  the proposed  design guidelines  entitled "International
             Village CD-1  Guidelines" dated  November 1995, be  adopted by
             resolution of Council  at the  time of enactment  of the  CD-1
             By-law;   and   that  existing   design   guidelines  entitled
             "International Village CD-1 Guidelines" dated October 1990, be
             rescinded.

        DEVELOPMENT APPLICATIONS

        (c)  THAT  prior to the final  approval by Council  of the 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 design
             guidelines  approved under  (b) and  particular regard  to the
             following:

                                                          cont'd....
   Clause No. 1 (cont'd)


             -    reviewing the design of  the tower on Parcel E  to ensure
                  that it  minimizes impacts on the  adjusted view corridor
                  to The Lions from Creekside Park, including view analysis
                  to be submitted  by the  applicant documenting  potential
                  impacts, if any;

             -    reviewing the design of  the podium level courtyard areas
                  for the non-market and market housing on parcels A, B, D,
                  E and F to  ensure adequate access to sunlight,  adequate
                  visual  and physical  separation between  different users
                  and adjacent streets and/or lanes; and 

             -    reviewing the design and public access to the marketplace
                  on Parcel E to ensure that small scale shop frontages and
                  pedestrian  interest along  the sidewalks  are maximized,
                  the diagonal pedestrian access way through it responds to
                  the general alignment  of the former  rail R.O.W. to  the
                  north,  that  a  significant  public  activity  space  is
                  provided  centrally located  in  the  market  place,  and
                  public access is maintained during normal shopping hours.


        ENERGY EFFICIENT FEATURES

        (d)  THAT Council require the provision of low-flow toilets, shower
             heads  and  faucets  as  standard  features  in  International
             Village, 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 HOUSING ON-SITE

             i)   Modify  existing  agreements  satisfactory  to  the  City
                  Manager  of Legal Services,  by which  sufficient parcels
                  shall  be conveyed   to the   City   for   the non-market
                  housing to be constructed within the

                                                          cont'd....
   Clause No. 1 (cont'd)

                  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, and the agreement may  require
                  the  property owner  to design  and build  the non-market
                  housing;

             NON-MARKET HOUSING PAYMENT-IN-LIEU

             ii)  Execute  an agreement  satisfactory  to the  Director  of
                  Legal  Services and  the  City Manager,  providing for  a
                  payment, either by lump sum or otherwise, in lieu of non-
                  family  non-market  housing facilities  on  site,  in the
                  following amount:

                  a)   $____ million; plus

                  b)   an amount representing a monthly inflation factor to
                       reflect  increases in  the cost  of living  from the
                       date of  enactment to the  date of final  payment on
                       the outstanding balance from time to time.

             PARK PAYMENT-IN-LIEU

             iii) Execute  an agreement  satisfactory  to  the Director  of
                  Legal  Services and  the  City Manager,  providing for  a
                  payment, either by lump sum or otherwise, in lieu of park
                  facilities in the following amount:

                  a)   $____ million; plus

                  b)   an amount representing a monthly inflation factor to
                       reflect  increases in  the cost  of living  from the
                       date of enactment  to the date  of final payment  on
                       the outstanding balance from time to time.

             COMMUNITY FACILITIES AGREEMENT  MODIFICATION

             iv)  Modify the existing legal  agreement, satisfactory to the
                  Director of Legal Services,  the General Manager of Parks
                  and Recreation  and the City Manager to ensure that fully
                  finished (i.e., ready for immediate  occupancy) community
                  space is provided in the school at no cost to the City or

                                                          cont'd....
   Clause No. 1 (cont'd)

                  School Board; delivery of the completed facility shall be
                  accomplished  within  the  time limited  therefor  by the
                  City;  if  for  some reason  the  School  Board  does not
                  construct a school, an equivalent community facility will
                  be provided.

             DAYCARE FACILITIES

             v)   Modify existing agreements, satisfactory to the Directors
                  of Legal  Services and Social Planning,  and the Managers
                  of  Real Estate  Services and Facilities  Development, to
                  ensure that one  fully finished,  furnished and  equipped
                  (i.e.,  ready for  immediate occupancy)  daycare facility
                  including outdoor  play  space and  required  underground
                  parking, are  provided and  conveyed  to the  City at  no
                  cost.   The facility and outdoor space shall be developed
                  at  a  location  acceptable  to the  Director  of  Social
                  Planning   and  Managers  of  Real  Estate  Services  and
                  Facilities Development, and  shall comprise a minimum  of
                  465 gross  m› of fully finished,  furnished, equipped and
                  supplied  (i.e. ready  for  immediate  occupancy)  indoor
                  space  and  465 m›  of  immediately  adjacent fenced  and
                  equipped  outdoor play  space for  the daycare,  and must
                  meet  all requirements  for  community  care and  daycare
                  facilities and  the licensing  thereof,  comply with  the
                  Childcare Design Guidelines,  and be satisfactory to  the
                  Director of Social Planning,  and Managers of Real Estate
                  Services and  Facilities  Development.   Delivery of  the
                  completed facility shall be  accomplished within the time
                  limited by the City;

             TEMPORARY DAYCARE AGREEMENT

             vi)  Execute an  agreement, satisfactory  to the Directors  of
                  Legal Services and Social Planning, to ensure that should
                  development of sufficient family housing projects proceed
                  before  the permanent  daycare  site is  available,  that
                  require  an on-site  daycare facility,  that a  temporary
                  facility is provided  at no  cost to the  City, and at  a
                  location  acceptable  to the  City,  and  that meets  the
                  standards noted in (v) above.

                                                          cont'd....
   Clause No. 1 (cont'd)

             DAYCARE PAYMENT

             vii) The property  owner shall  make a  payment of $40,000  in
                  lieu of constructing additional childcare facility space,
                  for contribution to the City Childcare Endowment Fund;

             SERVICES AGREEMENT MODIFICATION

             viii)     Modify the existing International  Village Services,
                       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 COVENANTS

             ix)  Amend and/or  release all existing  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  precedent 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.

                  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 agreements; such agreements
                  are  to  have  priority  over those  liens,  charges  and
                  encumbrances as  considered advisable by  the Director of
                  Legal Services.


                                                          cont'd....
   Clause No. 1 (cont'd)

                  The  required agreements  shall  provide security  to the
                  City  including  indemnities,   warranties,  options   to
                  purchase,  no  development covenants,  equitable charges,
                  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 owner 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  agreements and  certificates)
                  will be the responsibility of the property owner.

                  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.


        Also  before Council was an Administrative Report dated December 4,
   1995  (on file),  from the  Deputy City  Engineer, which  recommended to
   Council  a  pay-in-lieu  amount  for park  and  non-market  housing,  as
   proposed  in the report to Council on the International Village rezoning
   application dated October  24, 1995.   The recommendations contained  in
   this report were as follows:


                                                          cont'd....
   Clause No. 1 (cont'd)

        A.   THAT City Council  accept from Henderson  Development (Canada)
             Ltd.  a payment of $1.1 million to be used towards development
             of  non-market housing,  and $0.4 million,  to be  used toward
             park land purchase.  This would be a required payment prior to
             enactment of the subject zoning amendment.

        B.   THAT Council accept from Henderson Development (Canada) Ltd. a
             payment  of an  additional $1.5  million, plus  Consumer Price

             Index  increase from  January 1,  1996, toward  development of
             parks  to serve this general  area of the  City.  This payment
             would be required prior to the issuance of any building permit
             for the building containing the 801st unit in the development.

        Should  Council   approve   the  amendments   contained   in   this
   Administrative Report,  then it  is  necessary to  delete Conditions  of
   Approval (e)(ii)(a)&(b) and (e)(iii)(a)&(b).

        Also  before Council was a  memorandum dated December  14, 1995 (on
   file), from Mr. Rick Scobie, Director of Land Use and Development, which
   recommended the following  two minor  changes to the  draft CD-1  By-law
   regarding floor area exclusions:

        Insert under Section 7.3 on page 2

        "(a) open   residential  balconies   or  sundecks  and   any  other
             appurtenances  which,  in  the  opinion  of  the  Director  of
             Planning,  are similar  to  the foregoing,  provided that  the
             total  area of all exclusions does not exceed eight percent of
             the residential floor area being provided;"

        Section 7.3 of  the draft by-law  should be amended  to delete  the
        words "for  residential purposes only" following  the words "patios
        and roof garden" in renumbered clause (b).

        Also  before Council was a  memorandum dated December  13, 1995 (on
   file),   from  Brent   MacGregor,   Deputy   City  Engineer,   regarding
   International Village rezoning - parking standards.  In  this memorandum
   Mr.  MacGregor recommended  Council  adopt the  following standards  for
   International Village:

        Residential:   minimum of 1 space/100m›+0.4 spaces/unit
                       maximum of 1 space/100m›=0.6 spaces/unit

        Non-residential (excluding school):     minimum of 1/80m›
                                                maximum of 1/50m›
        School:    30 spaces
        Stadium:  350 spaces

                                                          cont'd....
   Clause No. 1 (cont'd)

        To  implement these changes it  was recommended that  Section 11 of
   the draft by-law be replaced with the following:

        "11.1     Off-street  parking  shall  be  provided,  developed  and
                  maintained  in accordance with  the applicable provisions
                  of the Parking By-law, except as follows:

                  (a)  non-residential uses,  except  for school  and  park
                       space uses,  shall provide a minimum of  1 space for
                       each  80 m› of gross floor area,  and a maximum of 1
                       space for each 50 m› of gross floor area;

                  (b)  dwelling  uses, but  not including  units designated
                       for core-need  or seniors housing,  shall provide  a
                       minimum  of 1 space for  each 100 m›  of gross floor
                       area  plus 0.4 spaces for each 100 m› of gross floor
                       area plus 0.6 spaces for each dwelling unit;

                  (c)  school  uses shall provide  parking as determined by
                       the Director  of Planning, in consultation  with the
                       General Manager of Engineering Services;

                  (d)  park  space uses shall provide parking as determined

                       by the  Director of Planning,  in consultation  with
                       the General Manager of  Engineering Services and the
                       General Manager of Parks and Recreation;

                  (e)  a  minimum  of  350   additional  spaces  shall   be
                       provided."

        In addition  there was an Administrative  Report dated November 29,
   1995 (on file),  from the  General Manager of  Engineering Services,  in
   consultation  with  the Director  of  Central  Area Planning,  regarding
   Downtown  South  Area  Residential  Parking Survey  and  Application  to
   International  Village.  This report was deferred from a regular Council
   meeting  to this Public Hearing and the recommendation within the report
   was incorporated  into the December 13th memorandum  from Mr. MacGregor,
   Deputy City Engineer.   Accordingly, this report was before  Council for
   information.


                                                          cont'd....
   Clause No. 1 (cont'd)


   Staff Opening Comments

        Mr. Pat Wotherspoon, Planner, advised this application by Henderson
   Development proposes to amend  the current International Village zoning.
   International Village is an important step forward for False Creek North
   and  the  adjacent neighbourhoods  of Chinatown  and the  East Downtown.
   This  project is  seen  as a  key  component of  a  variety of  planning
   initiatives to revitalize and protect these areas.

        For  a number of reasons,  this project has  stalled.  Accordingly,
   staff  were approached by  the developer to examine  ways to improve the
   viability of  the project  and  get International  Village built,  while
   still meeting public objectives  required by the current zoning  and the
   Official  Development  Plan.    Last   March,  the  applicant  filed  an
   application proposing changes to the zoning, the form of development and
   the  False Creek  North  Official Development  Plan.   These  amendments
   would:

   -    increase the maximum permitted number  of residential units to 1400
        from  800, by creating  smaller units  and by  converting permitted
        commercial and hotel space to residential use;

   -    change the mix  and location of social  housing, including payment-
        in-lieu for non-family units;

   -    change the form of development and add a new tower on Parcel E;

   -    revise view corridors through the site;

   -    increase  the height of all towers, all within the existing maximum
        height limit of 91 m (300 ft.);

   -    adjust parking standards; and

   -    require consequential amendments to  the False Creek North Official
        Development Plan, and to the Sign By-law.

        Mr.  Wotherspoon  advised  that  an extensive  public  consultation
   process was conducted  and public  support for the  rezoning is  strong,
   particularly from the Chinatown community.

        Mr.   Mike  Kemble,  Planner,  with  the  aid  of  a  visual  slide
   presentation, described the proposal for Council.

                                                          cont'd....
   Clause No. 1 (cont'd)

        The proposed increase in the number of units from 800 to 1,400 will
   be achieved through smaller  unit sizes and by converting  commercial to
   residential  use, which  is consistent  with the  Central Area  Plan and
   recent Council policy for the False Creek North area.  Additional public
   requirements generated by the residential population will be met by off-
   site facilities or by payments-in-lieu.

        The Deputy  City  Engineer  has  prepared a  report  for  Council's
   consideration regarding  payment-in-lieu contributions.  In summary, the
   amounts  recommended by staff and  agreed to by  the developer amount to
   $3.0 million.  These will be phased and allocated as follows:

   -    One-half of the  amount must  be received at  zoning enactment,  of
        which $1.1 million is for housing with the remainder for parking;

   -    $1.5 million must be received prior to building permit issuance for
        the   801st  unit  and  these  funds  will  be  allocated  to  park
        development.

        The early provision of housing  funds will enable implementation of
   the off-site housing in the nearby neighbourhood.

        Mr.  Kemble advised the Park Board prefers an alternative method of
   calculating park  payment  which would  credit  additional  park-related
   amenities  provided  by the  developer and  would also  require official
   development  plan  standards to  be  met  for  all of  the  increase  in
   residential space.   Using this method would add $1 million to the total
   park pay-in-lieu requirement.

        The  proposed  changes in  the  non-market  housing locations  will
   provide sites  that are easier to implement.   The 140 non-market family
   requirement will be  met on-site,  and 140 units  of non-market  seniors
   housing will be provided off-site through pay-in-lieu funds.

        The  redistribution of commercial space and  redesign of the market
   space  are  consistent   with  the  Central  Area  Plan   retail  policy
   objectives.   Pedestrian-oriented shops along Pender  and Abbott Streets
   are  maintained.  Other amenities, including a public activity space, is
   provided in the centre of the marketplace.  Changes to pedestrian access
   way through the building, which better respond to the old Gastown right-
   of-way  alignment, have  received  strong support  from  the public  and
   staff.

                                                          cont'd....
   Clause No. 1 (cont'd)


        Slight  changes  to  the  Official  Development  Plan  public  view
   corridors  are proposed.   Views will  be the same,  but viewpoints have
   shifted.    Private  views,  mostly  from  the  adjacent  Beatty  Street
   properties,  have also been  considered and are  felt by staff  to be an
   improvement over current  zoning.  The  hotel tower conversion,  slimmer
   residential tower  and a relocation of  the parcel A tower  to the south
   have  improved the near views  and reduced shadowing  for these adjacent
   properties.

        The developer is requesting parking standards that are more in line
   with Downtown areas.  A recent survey concludes that with  regard to the
   International   Village,  current   residential   standards  should   be
   maintained.   City  staff and  the applicant  have  agreed on  a blended
   parking standard  for commercial  uses.   As well,  a maximum limit  for
   commercial and residential parking has been added.

        Mr.  Brent MacGregor,  Deputy  City Engineer,  provided  additional
   details  on his  negotiations  regarding pay-in-lieu  funds, which  were
   conducted with  the Council  direction of maintaining  current standards
   and  achieving an economically viable  project.  Mr. MacGregor explained
   the establishment of a  park pay-in-lieu figure was determined  based on
   the following assumptions:

   (1)  Credit  should be  given for  extra park  space added  during final
        planning, such as the Carrall land bridge surface (0.1 acres).

   (2)  The additional units generated within the current residential floor
        space allowances will increase  population, based on initial O.D.P.
        requirements (130 units  x 1.74  pop./unit x 2.75  ac./1,000 =  0.6
        ac.).

   (3)  The transfer of floor  area form commercial use to  residential use
        (355,000 square feet)  should be  treated in a  similar fashion  to
        examples from Downtown South.

   (4)  Any pay-in-lieu  for park should  represent a  reasonable value  to
        purchase industrial land within a reasonable distance of the site.

   (5)  any agreed pay-in-lieu amount will not be reduced if less  than the
        1,400 units are constructed.


                                                          cont'd....
   Clause No. 1 (cont'd)

        The   following   is   a   summary   of   recommended   pay-in-lieu
   contributions:

        Non-Market Housing       $1,100,000
        Parks                    $1,920,000

        TOTAL                    $3,020,000

        Mr.  MacGregor concluded  that  with regard  to the  social housing
   component, the  present zoning  provides 160 social  housing units  with
   about 50% of this total being family units and the  remainder being non-
   family  units.   The  new application  provides  140 units  on-site  for
   families and pay-in-lieu off-site for an equivalent of 140 family units.


   Applicant Opening Comments

        Mr.  Allen Lai,  Henderson Development  (Canada) Ltd.,  advised the
   applicant has  worked diligently with City  staff and the public  in the
   rezoning process and  are pleased  with the positive  support from  City
   staff.   They  have also come  to an  agreement with  City staff  on the
   parking  requirements,  and  now believe  the  new  zoning  and form  of
   development are improvements over the existing zoning and will serve the
   City well.

        Mr. Lai requested Council's support for this application which will
   revitalize the area and create a development the City will be proud of.


   Correspondence

         A review of the correspondence received indicated the following:

   -    Letter from  the Vancouver  Heritage Commission  indicating general
        support  of  the  concept plan,  but  expressing  concern with  the
        proposed  relocation of  the seniors  housing off-site,  and urging
        that the CPR right-of-way be maintained in some form;

   -    Letter expressing concerns with view loss and shadowing;

   -    Three letters  raising concerns  about parking in  the vicinity  of
        International Village.

                                                          cont'd....
   Clause No. 1 (cont'd)


   Speakers

        Mayor  Owen called for speakers for and against the application and
   a total of 22 delegations were heard.

        The following speakers spoke in favour of the application:

        -    Mr. David Mah, Chinatown Historic Area Planning Committee
        -    Mr. John Whistler, Bicycle Advisory Committee
        -    Mr. Derrick Cheng, Chinese Cultural Centre
        -    Mr. King Wong, Chinatown Merchants Association
        -    Mr. Wilfred Wan, Chinese Cultural Centre
        -    Mr. Roger Bayley, Gastown Business Improvement Society.

        The  foregoing  favoured the  application for  one  or more  of the
   following reasons:

   -    the development and proposed design  should be supported because it
        creates a large community  closely identified with Chinatown, which
        will act as an anchor for the area;

   -    the  increased residential  component is  a positive  sign  as more
        people will be living in the neighbourhood;

   -    favourable  response was  given to the  recent Council  decision to
        make  Abbott a two-way street rather than a one-way street, as this
        will  improve  neighbourliness and  livability  and  not split  the
        community;

   -    at present, the empty site and holes in  the grounds are of no help
        to the neighbourhood;

   -    the parkade and Keefer  and Quebec Streets can help  alleviate many
        of  the  parking  problems as  present  occupancy  is  only 40%  of
        capacity;

   -    this application  meets the  City's environmental objectives  as it
        will  have more  people  living in  the  Downtown and  less  people
        commuting to the Downtown from elsewhere.

        Mr.  Rod Chow, 100 Block West  Pender Street (brief on file), spoke
   in favour of the application  but offered several recommendations  which
   would increase the level of parking in the area.

                                                          cont'd....Clause
   No. 1 (cont'd)

        The  following  speakers  provided  conditional  support  for   the
   application:

        -    Mr. Leigh Donohue, Community Action Project -
                  Carnegie Centre
        -    Ms. Margaret Green, Downtown Eastside Seniors Centre
        -    Ms. Janis Corrado, Main & Hastings Community
                  Development Society
        -    Ms. Muggs Sigurgeirson, Carnegie Community Centre
                  Association

        -    Ms. Lore Krill, Four Sisters Housing Co-operative
        -    Mr. Bud Osborn
        -    Mr. Ken Lyotier
        -    Mr. Dayle Mosely, Downtown Eastside Residents
                   Association.

        Some  of  the  comments made  by  the  foregoing  speakers were  as
   follows:

   -    the approval is  conditional upon the  pay-in-lieu money for  parks
        and housing  remaining in the  neighbourhood.   In particular,  the
        housing pay-in-lieu monies should  be directed toward the Woodwards
        redevelopment;

   -    there  needs to be a public consultation process conducted with the
        adjacent neighbourhoods  concerning the  allocation of  the pay-in-
        lieu monies;

   -    concern still  exists regarding  inadequate parking and  spill-over
        into the adjacent neighbourhoods.

        The following speakers opposed the application:

        -    Ms. Linda Mix, Tenants Rights Action Coalition
        -    Mr. Paul Taylor
        -    Mr. Sean McEwen
        -    Ms. Leslie Stern, Women's Housing Coalition.

        The  foregoing speakers opposed the  application on one  or more of
   the following grounds:

   -    the  pay-in-lieu  requirements  for  the applicant  for  non-market
        housing  off-site are too  small and will result  in a windfall for
        the developer and a shortfall for the residents in the area;

   -    the amount of non-market housing being provided is insufficient and
        does not meet the City's policy on 20% core-need;

                                                          cont'd....Clause
   No. 1 (cont'd)

   -    the  favourable deal being received  by the developer  is setting a
        precedent that  will be used for similar  developments elsewhere in
        the City;

   -    concerns  were  raised  with  the calculation  of  the  pay-in-lieu
        contributions, such as the figure used for land acquisition, and it
        was  felt the City is losing as a result of these calculations.  In
        addition,  the cost of buildable per square foot was questioned, as
        well  as  the availability  of  available  receiving sites  in  the
        adjacent neighbourhoods;

   -    there are not  enough units  available in the  new development  for
        middle  and  lower-income housing  and there  is  a lack  of rental
        housing.

        The  foregoing speakers also  shared the view  that the pay-in-lieu
   funds  should remain in the neighbourhood and in particular, the housing
   pay-in-lieu  monies   should   be   directed   towards   the   Woodwards
   redevelopment.  In addition, it was agreed there was a need for a public
   consultation process  to be  conducted with the  adjacent neighbourhoods
   concerning the allocation of the pay-in-lieu monies.

        Responding  to a question from  a member of  Council concerning the
   calculation  of pay-in-lieu funds, Mr. Cameron  Gray, Manager of Housing
   Centre, advised the City has  purchased sites in the immediate area  for

   $75. - $80.  per square foot and this figure used  in the calculation is
   realistic.    Mr. Gray  reiterated the  City  is improving  its position
   substantially through this pay-in-lieu arrangement.

        The following speakers raised concerns about the negative impact of
   the application on the existing buildings on Beatty Street:

        -    Mr. Jim Mercier
        -    Mr. Gerry Rolfsen
        -    Mr. Denis Almas.

        The foregoing speakers raised the following issues:

   -    concern was expressed with  the height and massing of  the building
        designated for non-market housing in parcel D;

   -    the drawings before Council are misleading in that the public green
        space  being identified  in  one parcel  is  five storeys  off  the
        ground, and will not be visible from street level;

                                                          cont'd....
   Clause No. 1 (cont'd)

   -    the non-market  housing should be dispersed  throughout the project
        rather than grouped in one building;

   -    the area already has  a parking problem and the construction  of GM
        Place  has eliminated monthly parking, as it is now more profitable
        to rent the parking on a nightly basis.  This situation will worsen
        with the construction of International Village;

   -    the owners of the strata complex at 550 Beatty Street feel betrayed
        by  the new application  which impacts negatively  upon their views
        and the quality of the heritage building;

   -    the  size and quality of  the mid-rise buildings  proposed for this
        area will impact negatively on the neighbourhood.

        While not  formally adopting any resolutions  concerning the impact
   of the mid-rise buildings on Beatty Street properties, Council suggested
   this matter  could be more  appropriately considered at  the Development
   Permit stage.


   Applicant Closing Comments

        The applicant offered no additional comments.


   Staff Closing Comments

        Mr. Mike Kemble advised  staff continue to see general  support for
   the  project and responded to the following  issues which were raised by
   the delegations:

   -    the height of the building in parcel D is the same as it was in the
        previous zoning,  with  the only  difference  being there  is  more
        residential and less commercial space in the new scheme;

   -    the design of this building as  it relates to the Sun Tower  can be
        dealt  with at  the  development  permit  stage  and  can  be  made
        complimentary to the building;


                                                          cont'd....
   Clause No. 1 (cont'd)


   -    the  massing of the other mid-rise buildings along Abbott Street is
        an  improvement over the previous situation, but at the development
        permit stage there may be some  way the massing can be reconsidered
        to  improve the  view impacts,  although it  is uncertain  how much
        latitude  will  be  available  particularly  given that  non-market
        housing is involved;

   -    this  scheme has  maintained a  broad income  mix on  the  site and
        provides an opportunity for an early start on social housing in the
        adjacent areas.


   MOVED by Cllr. Price,
        THAT  this  application  be  approved  subject  to  the  amendments
   recommended in the staff memorandums dated December 12 and 13, 1995, and
   the recommendations  of the General  Manager of Engineering  Services as
   contained  in  the  December  4,  1995  Administrative  Report  and  the
   corresponding deletion of clauses (e)(ii), (a),  (b) and clause (e)(iii)
   and (a) and (b)  of the approval conditions,  subject to the  conditions
   listed for adoption by resolution of Council.

                                                - carried


   MOVED by Cllr. Kwan (in amendment),
        THAT City Council accept from Henderson Development (Canada) Ltd.,a
   payment  of $3.5 million, to  be used towards  development of non-market
   housing, and  $0.4 million to be  used toward park land  purchase.  This
   would  be a  required payment prior  to enactment of  the subject zoning
   amendment.

                                                - LOST

              (Councillors, Chiavario, Clarke, Hemer, Ip, Price,
                     Puil, Sullivan and the Mayor opposed)


                                                          cont'd....
   Clause No. 1 (cont'd)

   MOVED by Cllr. Kwan (in amendment)
        THAT  Council accept  from  Henderson Development  (Canada) Ltd.  a
   payment  of an  additional  $4.5  million,  plus  Consumer  Price  Index
   increase from January 1, 1996, toward development of parks to serve this
   general  area of the City.  This  payment would be required prior to the
   issuance  of any building permit  for the building  containing the 801st
   unit in the development.

                                                - LOST

              (Councillors, Chiavario, Clarke, Hemer, Ip, Price,
                     Puil, Sullivan and the Mayor opposed)

        The  motions to amend having  lost, the motion  by Councillor Price
   was put and CARRIED UNANIMOUSLY.


   MOVED by Cllr. Kwan,
        THAT staff continue to  consult with the community with  respect to
   how the pay-in-lieu monies should be spent to best meet the needs of the
   community.
                                                - CARRIED UNANIMOUSLY

   RISE FROM COMMITTEE OF THE WHOLE

   MOVED by Cllr. Chiavario,
        THAT the Committee of the Whole rise and report.

                                                - CARRIED UNANIMOUSLY


   ADOPT REPORT OF COMMITTEE OF THE WHOLE

   MOVED by Cllr. Chiavario,
   SECONDED by Cllr. Hemer,
        THAT  the report of the Committee of  the Whole be adopted, and the
   Director  of Legal Services be  instructed to prepare  and bring forward
   the necessary by-law amendments.

                                                - CARRIED UNANIMOUSLY


                                     * * *


           The Special Council adjourned at approximately 11:00 p.m.