Common use of – BASE AREA DEVELOPMENT Clause in Contracts

– BASE AREA DEVELOPMENT. 7.01 If there is no Event of Default outstanding, the Developer may: (a) purchase the Golf Course Land when and if the Resort Master Plan so stipulates; or (b) during or after a Phase purchase that Crown Land in the Base Area identified in the Resort Master Plan and Phasing Schedule as being available for purchase from the Province in that Phase; for Development in accordance with the timing, land uses, densities and design criteria specified in the Resort Master Plan, if any, and the Phasing Schedule on the terms and conditions contained in this Article. 7.02 The purchase price for a parcel of Crown Land pursuant to this Article, other than Golf Course Land, will be: (a) for years 1 to 10 of , the greater of $12,355 per ha ($5,000 per acre) or the Appraised Land Value based on un-serviced land, plus the value of any remaining Merchantable Timber at the time of sale; (b) for years 11 to 15 of , the greater of $12,355 per ha ($5,000 per acre) or 5 percent of the Appraised Land Value based on its intended use as a fully serviced land, plus the value of any remaining Merchantable Timber at the time of sale; (c) for years 16 to 35 of , the greater of $12,355 per has ($5,000 per acre) or 10 percent of the Appraised Land Value based on its intended use as fully serviced land, plus the value of any remaining Merchantable Timber at the time of sale; (d) for years 36 to 45 of , the greater of $12,355 per hectare ($5,000 per acre) or 15% of the Appraised Land Value based on its intended use as fully serviced land; and (e) from year 46 of until the expiration or termination of this Agreement, the greater of $12,355 per hectare ($5,000 per acre) or 20% of the Appraised Land Value based on its intended use as fully serviced land. The minimum purchase price for any parcel of land during any of the above periods is $10,000. The Appraised Land Value is determined and fixed at years 1, 11 and every successive 5 years thereafter. For a parcel of Golf Course Land, the purchase price will be: (f) for years 1 to 10 of , the greater of $12,355 per hectare ($5000 per acre) or the Appraised Land Value based on un-serviced land, plus the value of any remaining Merchantable Timber at the time of sale; and (g) for years 11, of , and each successive 5-year period thereafter, the Appraised Land Value based on its intended use as fully serviced land, plus the value of any remaining Merchantable Timber at the time of sale. For the purpose of this section, if the purchase price for a parcel of Crown Land has not been determined prior to the Application to purchase that parcel, the purchase price will be calculated by the Province no later than 140 days after the Application pursuant to sections 7.09 and 7.10. Any purchase price which is determined on a per hectare basis will be subject to adjustment upon completion of the survey, if required. 7.03 The Developer may, from time to time during or after a Phase make an Application for a fee simple grant of Crown Land in the Base Area available for purchase for Development in the Corresponding Base Area Phase and this Application must (a) identify only parcels of Crown Land in the Base Area that are identified in the Resort Master Plan and Phasing Schedule as being available for purchase from the Province in that Phase in accordance with the Phasing Schedule; (b) include evidence, satisfactory to the Province, that all Improvements and Access Routes in the Corresponding Mountain Phase are in a state of Substantial Completion, provided that the Developer will not be required to provide evidence that the same are in a state of Substantial Completion if the Developer elects to post with the Province, on or before the completion of the purchase of the Crown Land in the Base Area in accordance with sections 7.04 and 7.05 a Performance Deposit, in respect of any that are not in a state of Substantial Completion, and in such case the Developer’s Application made under this section 7.03 need only state that the Developer will post such Performance Deposit on or before completion; and (c) include: (i) a description of the proposed uses and the maximum number of Bed Units, if any, to be allocated to each proposed parcel of land within the subdivision scheme; and (ii) a description of, and preliminary site plan for, all services and utilities required to be developed in connection with the subdivision scheme. The Developer may during the term of this Agreement make an Application for a fee simple grant of Crown Land for all the Golf Course Land if and when the Resort Master Plan so stipulates. 7.04 The obligation of the Province to sell Crown Land to the Developer is subject to the following conditions: (a) if applicable, the Developer must have satisfied the requirements set out in section 7.03(b); (b) the Developer must have delivered to the Province (i) all other information required by the Province in writing, and (ii) a boundary survey of that Crown Land prepared by a British Columbia land surveyor in accordance with the standards and instructions, then in effect for such plans to be acceptable for filing in the Land Title Office; (c) subject to this section, the purchase price for that Crown Land must have been determined in accordance with section 7.02; and (d) the purchase price for that Crown Land , together with all fees due pursuant to section 5.12 for issuing a Crown grant of that Crown Land, must be paid in full at the time title is transferred, as evidenced by the issuance of title to that Crown Land in the name of the Developer in the Land Title Office (and it will be sufficient for the Developer to provide to the Province the undertaking of the Developer’s lawyer to pay such amount forthwith upon the issuance of title in the name of the Developer). Notwithstanding the foregoing, if at any time the Appraised Land Value and the Appraised Timber Value have not been determined in accordance with section 7.09 and section 7.10, but all other conditions precedent to the sale of that Crown Land have been met, the Developer may request that the Province complete the transfer of that Crown Land to the Developer on the basis of the purchase price estimated by the Province, and in which case the parties will make a final accounting of the purchase price (and the Developer or the Province, as applicable, will pay to the other party the amount determined in accordance with such final accounting) forthwith upon the determination. 7.05 The instrument conveying Crown Land under this Article will (a) except and reserve to the Province the rights, titles, interests and privileges referred to in section 50 of the Land Act; (b) be subject only to (i) any conditional or final water licence or substituted water licence issued or given under the Water Sustainability Act or under any prior or subsequent enactment of the Province of British Columbia of like effect, and to the rights of the holder of it to enter on the land and to maintain, repair and operate any works permitted on the land under that licence; (ii) any statutory right-of-way, right-of-way or easement issued under the Land Act that encumbers the Crown Land; and (iii) the Prior Rights; (c) be registered concurrently with a covenant or covenants granted by the transferee in favour of the Province or the Local Government registrable under section 219 of the Land Title Act in a form or forms satisfactory to the Province, providing as follows: (i) the maximum number of Bed Units, if any, which may be utilized on that Crown Land to be sold by the Province, (ii) restricts to Golf Course use that portion of that Crown Land which is Golf Course Land; and (iii) that that Crown Land may not be subdivided except in accordance with the requirements set out in the Resort Master Plan and with the prior written approval of the Province in accordance with this Agreement; (d) in the event an improvement has been or is to be constructed to which section 6.06, Schedule A, or Schedule J applies, be registered concurrently with either a conveyance or an option to purchase the land as provided in section 6.06; and (e) grant title to the Developer unless the Developer assigns the right to receive title to another Person and delivers a direction in writing to the Province to that effect together with an acknowledgement from the assignee, in the form prescribed by the Province from time to time, that the land is subject to all applicable terms and conditions of this Agreement. 7.06 The covenant or covenants registrable under section 219 of the Land Title Act referred to in sections 7.05(c) and 7.05(d) will be registered as charges in the Land Title Office in priority to all financial encumbrances and the Developer consents to those registrations and agrees to obtain all agreements necessary to ensure such priorities. 7.07 The Developer may amend a subdivision scheme with the consent of the Province or the Local Government, provided that such amendment is in accordance with this Agreement and the Resort Master Plan. The Developer will not subdivide by way of a conventional subdivision plan or strata or bare land strata plan any Crown Land purchased by the Developer pursuant to this Article except with the prior written consent of the Province or the Local Government. Where the consent of the Province is required, the Province will, as soon as reasonably possible and in any event within 30 days after delivery, approve a conventional subdivision plan or strata or bare land strata plan pursuant to the requirements of a covenant referred to in section 7.05(c) or 7.05(d) so long as that plan conforms to the subdivision scheme, Phasing Schedule and Resort Master Plan for that Crown Land and has been approved by the appropriate Government Agency for deposit in the Land Title Office. 7.08 The Developer will execute and deliver to the Province all instruments and assurances that may be necessary to implement the provisions of sections 7.05(c) and 7.05(d). 7.09 When required, the Province will commission, at its expense, an Appraiser; (a) to determine the Appraised Land Value and (a) to deliver notice of the Appraised Land Value, including a complete copy of the appraisal, to the Province and the Developer, within 140 days of receipt of an Application under section 7.03 from the Developer. The Province will set the terms of reference for such appraisal in accordance with guidelines of the Appraisal Institute of Canada and this Agreement, after providing the Developer with an opportunity to review and comment on such terms of reference. 7.1 When required, the Developer will commission, at its expense, an expert, satisfactory to the Province; (a) to conduct a timber cruise of the volumes of timber, by species, on the Crown Land for which an Application has been made under section 7.03, and (b) to deliver notice of those volumes, including a complete copy of the timber cruise, compilation and map to the Province and the Developer, within 140 days of submission of an Application under section 7.03 to the Province from the Developer. The Province will set the terms of reference which will include the Provincial Cruising Manual for such timber cruise, after providing the Developer with an opportunity to review and comment on such terms of reference. Within 30 days of receiving the timber cruise compilation and map, the Province will determine the Appraised Timber Value and provide notice of the Appraised Timber Value to the Developer. 7.2 If the parties do not agree as to the Appraised Land Value within 60 days of receipt of the appraisal commissioned under section 7.09, the appealing party will commission an appraiser, agreed to by both parties and paid for by the Developer, to complete a second appraisal. Failing agreement on the second appraisal, the Province will make an offer to the Developer based on any or all of the previous appraisals. 7.3 Appraised Timber Value will be determined by the Province based either on the Coastal or Interior Appraisal Manuals, or on the process described under section 7.10. 7.4 Other than grants to the Developer pursuant to this Agreement, the Province will during the term of this Agreement or any replacement term, only grant licences of or interests in the land comprising of the Controlled Recreation Area or any part of it in accordance with Article XXI.

– BASE AREA DEVELOPMENT. 7.01 If there is no Event of Default outstanding, the Developer may: (a) purchase the Golf Course Land when and if the Resort Master Plan so stipulates; or (b) during or after a Phase purchase that Crown Land in the Base Area identified in the Resort Master Plan and Phasing Schedule as being available for purchase from the Province in that Phase; for Development in accordance with the timing, land uses, densities and design criteria specified in the Resort Master Plan, if any, and the Phasing Schedule on the terms and conditions contained in this Article. 7.02 The purchase price for a parcel of Crown Land pursuant to this Article, other than Golf Course Land, will be: (a) for years 1 to 10 of , the greater of $12,355 per ha ($5,000 per acre) or the Appraised Land Value based on un-serviced land, plus the value of any remaining Merchantable Timber at the time of sale; (b) for years 11 to 15 of , the greater of $12,355 per ha ($5,000 per acre) or 5 percent of the Appraised Land Value based on its intended use as a fully serviced land, plus the value of any remaining Merchantable Timber at the time of sale; (c) for years 16 to 35 of , the greater of $12,355 per has ($5,000 per acre) or 10 percent of the Appraised Land Value based on its intended use as fully serviced land, plus the value of any remaining Merchantable Timber at the time of sale; (d) for years 36 to 45 of , the greater of $12,355 per hectare ($5,000 per acre) or 15% of the Appraised Land Value based on its intended use as fully serviced land; and (e) from year 46 of until the expiration or termination of this Agreement, the greater of $12,355 per hectare ($5,000 per acre) or 20% of the Appraised Land Value based on its intended use as fully serviced land. The minimum purchase price for any parcel of land during any of the above periods is $10,000. The Appraised Land Value is determined and fixed at years 1, 11 and every successive 5 years thereafter. For a parcel of Golf Course Land, the purchase price will be: (f) for years 1 to 10 of , the greater of $12,355 per hectare ($5000 per acre) or the Appraised Land Value based on un-serviced land, plus the value of any remaining Merchantable Timber at the time of sale; and (g) for years 11, of , and each successive 5-year period thereafter, the Appraised Land Value based on its intended use as fully serviced land, plus the value of any remaining Merchantable Timber at the time of sale. For the purpose of this section, if the purchase price for a parcel of Crown Land has not been determined prior to the Application to purchase that parcel, the purchase price will be calculated by the Province no later than 140 days after the Application pursuant to sections 7.09 and 7.10. Any purchase price which is determined on a per hectare basis will be subject to adjustment upon completion of the survey, if required. 7.03 The Developer may, from time to time during or after a Phase make an Application for a fee simple grant of Crown Land in the Base Area available for purchase for Development in the Corresponding Base Area Phase and this Application must (a) identify only parcels of Crown Land in the Base Area that are identified in the Resort Master Plan and Phasing Schedule as being available for purchase from the Province in that Phase in accordance with the Phasing Schedule; (b) include evidence, satisfactory to the Province, that all Improvements and Access Routes in the Corresponding Mountain Phase are in a state of Substantial Completion, provided that the Developer will not be required to provide evidence that the same are in a state of Substantial Completion if the Developer elects to post with the Province, on or before the completion of the purchase of the Crown Land in the Base Area in accordance with sections 7.04 and 7.05 a Performance Deposit, in respect of any that are not in a state of Substantial Completion, and in such case the Developer’s Application made under this section 7.03 need only state that the Developer will post such Performance Deposit on or before completion; and (c) include: (i) a description of the proposed uses and the maximum number of Bed Units, if any, to be allocated to each proposed parcel of land within the subdivision scheme; and (ii) a description of, and preliminary site plan for, all services and utilities required to be developed in connection with the subdivision scheme. The Developer may during the term of this Agreement make an Application for a fee simple grant of Crown Land for all the Golf Course Land if and when the Resort Master Plan so stipulates. 7.04 The obligation of the Province to sell Crown Land to the Developer is subject to the following conditions: (a) if applicable, the Developer must have satisfied the requirements set out in section 7.03(b); (b) the Developer must have delivered to the Province (i) all other information required by the Province in writing, and (ii) a boundary survey of that Crown Land prepared by a British Columbia land surveyor in accordance with the standards and instructions, then in effect for such plans to be acceptable for filing in the Land Title Office; (c) subject to this section, the purchase price for that Crown Land must have been determined in accordance with section 7.02; and (d) the purchase price for that Crown Land , together with all fees due pursuant to section 5.12 for issuing a Crown grant of that Crown Land, must be paid in full at the time title is transferred, as evidenced by the issuance of title to that Crown Land in the name of the Developer in the Land Title Office (and it will be sufficient for the Developer to provide to the Province the undertaking of the Developer’s lawyer to pay such amount forthwith upon the issuance of title in the name of the Developer). Notwithstanding the foregoing, if at any time the Appraised Land Value and the Appraised Timber Value have not been determined in accordance with section 7.09 and section 7.10, but all other conditions precedent to the sale of that Crown Land have been met, the Developer may request that the Province complete the transfer of that Crown Land to the Developer on the basis of the purchase price estimated by the Province, and in which case the parties will make a final accounting of the purchase price (and the Developer or the Province, as applicable, will pay to the other party the amount determined in accordance with such final accounting) forthwith upon the determination. 7.05 The instrument conveying Crown Land under this Article will (a) except and reserve to the Province the rights, titles, interests and privileges referred to in section 50 of the Land Act; (b) be subject only to (i) any conditional or final water licence or substituted water licence issued or given under the Water Sustainability Act or under any prior or subsequent enactment of the Province of British Columbia of like effect, and to the rights of the holder of it to enter on the land and to maintain, repair and operate any works permitted on the land under that licence; (ii) any statutory right-of-way, right-of-way or easement issued under the Land Act that encumbers the Crown Land; and (iii) the Prior Rights; (c) be registered concurrently with a covenant or covenants granted by the transferee in favour of the Province or the Local Government registrable under section 219 of the Land Title Act in a form or forms satisfactory to the Province, providing as follows: (i) the maximum number of Bed Units, if any, which may be utilized on that Crown Land to be sold by the Province, , (ii) restricts to Golf Course use that portion of that Crown Land which is Golf Course Land; and (iii) that that Crown Land may not be subdivided except in accordance with the requirements set out in the Resort Master Plan and with the prior written approval of the Province in accordance with this Agreement; (d) in the event an improvement has been or is to be constructed to which section 6.06, Schedule A, or Schedule J applies, be registered concurrently with either a conveyance or an option to purchase the land as provided in section 6.06; and (e) grant title to the Developer unless the Developer assigns the right to receive title to another Person and delivers a direction in writing to the Province to that effect together with an acknowledgement from the assignee, in the form prescribed by the Province from time to time, that the land is subject to all applicable terms and conditions of this Agreement. 7.06 The covenant or covenants registrable under section 219 of the Land Title Act referred to in sections 7.05(c) and 7.05(d) will be registered as charges in the Land Title Office in priority to all financial encumbrances and the Developer consents to those registrations and agrees to obtain all agreements necessary to ensure such priorities. 7.07 The Developer may amend a subdivision scheme with the consent of the Province or the Local Government, provided that such amendment is in accordance with this Agreement and the Resort Master Plan. The Developer will not subdivide by way of a conventional subdivision plan or strata or bare land strata plan any Crown Land purchased by the Developer pursuant to this Article except with the prior written consent of the Province or the Local Government. Where the consent of the Province is required, the Province will, as soon as reasonably possible and in any event within 30 days after delivery, approve a conventional subdivision plan or strata or bare land strata plan pursuant to the requirements of a covenant referred to in section 7.05(c) or 7.05(d) so long as that plan conforms to the subdivision scheme, Phasing Schedule and Resort Master Plan for that Crown Land and has been approved by the appropriate Government Agency for deposit in the Land Title Office. 7.08 The Developer will execute and deliver to the Province all instruments and assurances that may be necessary to implement the provisions of sections 7.05(c) and 7.05(d). 7.09 When required, the Province will commission, at its expense, an Appraiser; (a) to determine the Appraised Land Value and (a) to deliver notice of the Appraised Land Value, including a complete copy of the appraisal, to the Province and the Developer, within 140 days of receipt of an Application under section 7.03 from the Developer. The Province will set the terms of reference for such appraisal in accordance with guidelines of the Appraisal Institute of Canada and this Agreement, after providing the Developer with an opportunity to review and comment on such terms of reference. 7.1 When required, the Developer will commission, at its expense, an expert, satisfactory to the Province; (a) to conduct a timber cruise of the volumes of timber, by species, on the Crown Land for which an Application has been made under section 7.03, and (b) to deliver notice of those volumes, including a complete copy of the timber cruise, compilation and map to the Province and the Developer, within 140 days of submission of an Application under section 7.03 to the Province from the Developer. The Province will set the terms of reference which will include the Provincial Cruising Manual for such timber cruise, after providing the Developer with an opportunity to review and comment on such terms of reference. Within 30 days of receiving the timber cruise compilation and map, the Province will determine the Appraised Timber Value and provide notice of the Appraised Timber Value to the Developer. 7.2 If the parties do not agree as to the Appraised Land Value within 60 days of receipt of the appraisal commissioned under section 7.09, the appealing party will commission an appraiser, agreed to by both parties and paid for by the Developer, to complete a second appraisal. Failing agreement on the second appraisal, the Province will make an offer to the Developer based on any or all of the previous appraisals. 7.3 Appraised Timber Value will be determined by the Province based either on the Coastal or Interior Appraisal Manuals, or on the process described under section 7.10. 7.4 Other than grants to the Developer pursuant to this Agreement, the Province will during the term of this Agreement or any replacement term, only grant licences of or interests in the land comprising of the Controlled Recreation Area or any part of it in accordance with Article XXI.