219 COVENANT – DEVELOPMENT AGREEMENT CA8718173

TERMS OF INSTRUMENT - PART 2

219 COVENANT – DEVELOPMENT AGREEMENT

THIS AGREEMENT dated for reference January 15, 2021 is

BETWEEN: DARLENE GRIGUL and JOHN ADAMS as Trustees of the BEVERLEY ADAMS ALTER EGO TRUST, 9 Erskine Lane, Victoria, B.C. V8Z 1R7 (the "Owner")

AND: TOWN OF VIEW ROYAL, 45 View Royal Avenue, Victoria, British Columbia, V9B 1A6 (the "Town")

WHEREAS: A. The Owner is the registered owner of the Lands; B. The Owner wishes to develop the Lands to construct four (4) residential buildings having approximately 336 Dwelling Units; C. In order to enable such development to proceed, the Owner has applied to the Town for amendments to the Town's Zoning Bylaw No. 900, 2014 (the "Zoning Bylaw") by way of Zoning Amendment Bylaw No. 1059; and D. In connection with the adoption of that amendment bylaw, the Owner wishes to grant to the Town a covenant under section 219 of the Land Title Act regarding the use and development of the Lands.

NOW THEREFORE THIS AGREEMENT IS EVIDENCE THAT in consideration of the payment of $10.00 from the Town to the Owner and other good and valuable consideration (the receipt and sufficiency of which the Owner acknowledges), the Owner covenants and agrees with the Town under section 219 of the Land Title Act as follows:

1. Definitions – In this Agreement, the following words have the following meanings: (a) "Agreement" means this agreement together with all Land Title Office forms, schedules, appendices, attachments and priority agreements attached hereto; (b) "Building" means any new residential building constructed on the Lands by the Owner after the reference date of this Agreement; (c) "Dwelling Unit" has the meaning set out in the Zoning Bylaw and includes only new Dwelling Units constructed on the Lands by the Owner after the reference date of this Agreement; (d) "Lands" means those lands and premises situate in View Royal, British Columbia, legally described as Parcel Identifier: 002-364-531, Lot B, Section 93, Esquimalt District, Plan 26648, Except Part in Plan VIP62088; (e) "Land Use Bylaw" means the Town of View Royal's Land Use Bylaw 1990, No. 35, as amended or replaced from time to time.

2. General Development Restriction – The Lands shall only be used, developed and built upon in strict accordance with this Agreement.

3. Community Amenity Contribution – The Owner covenants and agrees that each Building constructed on the Lands, including any Dwelling Units in that Building, shall not be occupied, or used for any residential uses (and for clarity the restrictions under this section apply separately to each Building from time to time on the Lands) until, for that Building, the Owner has paid to the Town a community amenity contribution in the amount of $294,000.00 in connection with the rezoning of the Lands. For clarity, the Owner will pay a total community amenity contribution to the Town of $1,176,000.00 and the per Building contribution is based on the Owner's intention to construct four Buildings.

4. Parking EV Requirements – The Owner covenants and agrees that each Building constructed on the Lands, including any Dwelling Units in that Building, shall not be occupied, or used for any residential uses, (and for clarity the restrictions under this section apply separately to each Building from time to time on the Lands) until for that Building the Owner has completed the following, to the satisfaction of the Town: (a) all parking spaces for each Building are to be pre-wired for Level 2 electric vehicle charging stations but, for certainty, vehicle charging stations do not need to be installed at these parking spaces, only the pre-wiring; (b) five (5) parking spaces for each Building will be installed that have conduits that are wired (240V, AC plug with a dedicated 40 amp circuit) for Level 2 electric vehicle charging stations.

5. Traffic Circle Requirements – The Owner covenants and agrees that the Lands shall not be built upon until the Owner has completed all of the following to the satisfaction of the Town: (a) the Owner will cause a professional engineer acceptable to the Town to prepare detailed drawings and specifications acceptable to the Town for a traffic circle/diverter at the intersection of Erskine Lane and Watkiss Way (the "Traffic Circle Works") similar to the traffic circle/diverter as shown in Schedule "A" and in accordance with the standards under the Town of View Royal Subdivision and Development Servicing bylaw No. 985. (b) the Owner will enter into a works and services agreement with the Town, in the form normally required by the Town for the construction of offsite works and services, (the "Servicing Agreement") for the construction of the Traffic Circle Works and completion of such works within 12 months of execution of that agreement; and (c) the Owner will provide, concurrently with its execution of the Servicing Agreement, security to the Town for the proper completion of the Traffic Circle Works in an amount equal to 120% of the Town's estimate of the total cost of the Traffic Circle Works in the form of cash or an irrevocable, unconditional and auto-renewing Letter of Credit in a form satisfactory to the Town Engineering, which the Town may hold and use in accordance with the Servicing Agreement.

6. Transit Passes for One Year – The Owner covenants and agrees to offer to provide and, if such offer is accepted, provide a set of 12 consecutive monthly BC Transit bus passes, which will equal one full calendar year of passes, for the Victoria Regional Transit System (each 12-month set of passes is a "Transit Pass") to one occupant of each Dwelling Unit on the Lands (an "Occupant") in accordance with the following: (a) only one Occupant per Dwelling Unit in a Building will be entitled to a Transit Pass; (b) the Transit Passes shall only be provided by the Owner for a period of one year, with the first monthly Transit Pass in a set being for the month in which the relevant Occupant's tenancy of a Dwelling Unit begins and the remaining 11 Transit Passes in the set being for the next 11 consecutive months; and (c) the Transit Passes may be in the form of actual Transit Passes, vouchers, or a reimbursement.

As security for the requirements of this section, the Owner has, concurrently with its execution of this Agreement, paid $342,720.00 ($80,580.00 for each of the two 79 unit Buildings and $90,780.00 for each of the two 89 units Buildings) to the Town. If the Owner does not comply with the requirements of this section in relation to a Building or fails provide evidence satisfactory to the Town of such compliance within 30 days following Town issuance of an occupancy permit for a Building, 1/4 of the foregoing amount shall be deemed to be a contribution to the Town's Cash In Lieu of Parking Reserve Fund. For clarity, the Owner will have complied with this requirement if the Owner provides evidence satisfactory to the Town that it has offered a Transit Pass to one Occupant of each Dwelling Unit on the Lands and: (d) such offer was accepted by an Occupant and the Owner provided a Transit Pass to the Occupant, or (e) such offer was rejected by an Occupant.

7. Car Share – The Owner covenants and agrees that each Building on the Lands (including any Dwelling Units in such Building) shall not be occupied, or used for any residential use, (and for clarity the restrictions under this section apply separately to each Building on the Lands) until the Owner has satisfied the following requirements in relation to the Building, to the satisfaction of the Town: (a) the Owner has supplied (including the purchase price and all charges, taxes and other purchase costs) one (1) new shared vehicle ("Shared Vehicle" meaning one four (or more) seat four-wheel automobile, van or pickup truck) for each Building directly and at its own cost, and (b) the Owner has established a Shared Vehicle service operated by the Owner or an agent of the Owner (the "Owner's Shared Vehicle Service") that operates on the following terms: (i) the Owner's Shared Vehicle Service will offer use of the Shared Vehicle to all Occupants of all Dwelling Units in the Building for a term of not less than two (2) years, commencing on the date that the applicable Building on the Lands receives an occupancy permit from the Town (the "Owner's Shared Vehicle Service Term"); (ii) Occupants will be able to join, by entering into an agreement with the administrator of the Owner's Shared Vehicle Service, the Owner's Shared Vehicle Service at any time during the Owner's Shared Vehicle Service Term and can participate in the service for as long as they are an Occupant of the relevant Building; (iii) the Owner will provide all Occupants of all Dwelling Units in the Building with self-serve access to the Shared Vehicle designated for the Occupant's Building which they may reserve for use on an hourly or other basis; (iv) the Owner may charge users of the Owner's Shared Vehicle Service membership and usage fees; (v) the Owner will keep the Shared Vehicle available for use by the Occupants and parked in the Shared Vehicle Parking Space (as defined below); and (vi) if a strata plan is deposited with the land title office in respect of the Building, the Owner shall cause the strata corporation created by deposit of such strata plan to assume the Owner's obligation to provide the Owner's Shared Vehicle Service for the remainder of the Owner's Shared Vehicle Service Term.

8. Additional Car Share Provisions – (a) The Owner may apply to the Town if the car share provisions of this Agreement cannot reasonably be satisfied or if undue economic hardship would be caused if the car share provisions in section 7 of this Agreement were to continue to be required. The Town will be reasonable in its review of the Owner's request and take into account factors including, without limitation, the introduction or availability of service by Modo Co-operative ("Modo") or other similar shared vehicle organization to the area of the Lands ("Shared Vehicle Organization" meaning Modo or another similar entity, at arm's length (as that term is used in the Income Tax Act (Canada)) to the Owner, whose principal business objective is to provide its members, for fees paid by the Occupants of the Dwelling Units, with a carsharing service by which such members have self-serve access to a fleet of shared vehicles which they may reserve for use on an hourly or other basis). Without limiting the foregoing, with such an application the Owner may propose that instead of providing the Owner's Shared Vehicle Service, the Owner may instead choose to enter into a shared vehicle service agreement with a Shared Vehicle Organization (the "Third-Party Shared Vehicle Agreement") to provide a shared vehicle service for each Building constructed on the Land (the "Third-Party Shared Vehicle Service"), having a term of at least two years (with no early termination rights for the Owner) commencing on the date that the relevant Building receives an occupancy permit from the Town, the terms of which agreement will include, inter alia, that: (i) the Owner will pay for the purchase (including the purchase price and all charges, taxes and other purchase costs) of one (1) new Shared Vehicle by the Shared Vehicle Organization; (ii) the Shared Vehicle Organization will provide the Third-Party Shared Vehicle Service to the Occupants of the Building during such individual Occupant's period of occupancy of a Dwelling Unit in the Building; (iii) the Shared Vehicle Organization will keep one of its Shared Vehicles available for use by the individual users of the Third-Party Shared Vehicle Service and parked in the Shared Vehicle Parking Space (as defined below); and (iv) if a strata plan is deposited with the land title office in respect of the Building, the Owner shall cause the strata corporation created by deposit of such strata plan to assume the Owner's obligations under the Third-Party Shared Vehicle Agreement. (b) For clarity, under a Third-Party Shared Vehicle Agreement, the occupants of a Building's Dwelling Units will be responsible to pay the membership fees and all usage fees for the Third-Party Shared Vehicle Service to the Shared Vehicle Organization.

9. Car Share Parking – The Owner shall at all times provide at least one (1) parking space for each Building on the Lands, situated on the Lands in the reasonable vicinity of the applicable Building (the "Shared Vehicle Parking Space") for the Shared Vehicle in respect of such Building, which shall include signage clearly marking the parking space as "Car Share Parking Only" and shall be openly accessible to the users of the Owner's Shared Vehicle Service, or, if applicable, the users of the Third-Party Shared Vehicle Service and employees of the Third-Party Shared Vehicle Organization.

10. Bike Share – For each Building on the Lands, the Owner covenants and agrees: (a) to provide, for the two years commencing on the date that the applicable Building receives an occupancy permit from the Town, one (1) shared electric bicycle for such Building (a "Shared Bicycle") for the shared use of the Occupants of Dwelling Units in each of the Buildings; and (b) to construct two (2) charging stations at or around each Building that are suitable for charging the Shared Bicycle and other electric bicycles, and a Building shall not be occupied or used for any residential use until the Owner has constructed such charging stations to the satisfaction of the Town.

11. Municipal Permits – The Owner agrees that the Town may withhold building permits and occupancy permits with respect to any building or other structure from time to time constructed or proposed to be constructed on the Land, as the Town may, in its sole discretion, consider necessary to ensure compliance with this Agreement.

12. No Effect on Powers – This Agreement does not: (a) affect or limit any enactment applying to the Lands; or (b) relieve the Owner from complying with any enactment applying to the Lands.

13. Interpretation – In this Agreement: (a) reference to the singular includes a reference to the plural, and vice versa, unless the context requires otherwise; (b) article and section headings have been inserted for ease of reference only and are not to be used in interpreting this Agreement; (c) if a word or expression is defined in this Agreement, other parts of speech and grammatical forms of the same word or expression have corresponding meanings; (d) reference to any enactment includes any regulations, orders or directives made under the authority of that enactment; (e) reference to any enactment is a reference to that enactment as consolidated, revised, amended, re-enacted or replaced, unless otherwise expressly provided; (f) the provisions of section 25 of the Interpretation Act with respect to the calculation of time apply; (g) time is of the essence; (h) reference to a "party" is a reference to a party to this Agreement and to that party's respective successors, assigns, trustees, administrators and receivers; (i) reference to a "day", "month", or "year" is a reference to a calendar day, calendar month, calendar or calendar year, as the case may be, unless otherwise expressly provided; and (j) where the word "including" is followed by a list, the contents of the list are not intended to circumscribe the generality of the expression preceding the word "including".

14. Registration – The Owner agrees at the Owner's expense, to ensure that this Agreement is registered against title to the Lands with priority over all financial charges, liens and encumbrances that are registered, or the registration of which is pending at the time of application for registration of this Agreement, except those in favour of the Town.

15. Priority – Where this Agreement requires the Owner to grant the Town a further covenant, statutory right of way or other interest in land as a condition of some use of the Lands, the Owner shall apply to register that document, at its own cost, in priority to all registered and pending financial charges.

16. Runs With Lands – The covenants set forth in this Agreement charge the Lands pursuant to section 219 of the Land Title Act and burden and run with the Lands.

17. Severance – If any portion of this Agreement is held invalid by a court of competent jurisdiction, the invalid portion shall be severed and the decision that it is invalid shall not affect the validity of the remainder of the Agreement.

18. Costs – The Owner shall comply with all the requirements of this Agreement at its own cost and expense.

19. Release – The Owner releases the Town and shall indemnify and save harmless the Town and its councillors, officers, and employees from and claim of any nature by the Owner or any other person, that may be made against the Town or its councillors, officers, or employees of whatsoever kind and howsoever arising out of or in any way due to or relating to the granting or existence of this agreement or a breach of the terms of this Agreement by the Owner.

20. Further Assurances – The parties shall do and cause to be done all things and execute and cause to be done all documents which may be necessary to give proper effect to the intention of this Agreement.

21. Waiver – Waiver of any default by either party shall not be deemed to be a waiver of any subsequent default by that party.

22. Enurement – This Agreement and each and every provision hereof shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, as the case may be.

23. No Obligation to Enforce – The rights given to the Town by this Agreement are permissive only and nothing in this Agreement imposes any legal duty of any kind on the Town to anyone, or obliges the Town to enforce this Agreement, to perform any act or to incur any expense in respect of this Agreement, except that nothing in this section shall affect the contractual rights and obligations of the parties hereto under this Agreement.

24. Time – Time is of the essence of this Agreement.

25. Specific Relief – Because of the public interest in ensuring that all of the matters described in this Agreement, and the provisions of all applicable laws, are complied with, the public interest strongly favours the award of a prohibitory or mandatory injunction, or an order for specific performance or other specific relief, by the Supreme Court of British Columbia at the instance of the Town, in the event of an actual or threatened breach of this Agreement.

26. Amendments – No amendment to this Agreement shall be valid unless made in writing and executed by the parties.

27. Applicable Law – The laws of British Columbia will apply to this Agreement and all statutes referred to herein are enactments of the Province of British Columbia.

28. Discharge – In the event that the Town does not amend the Zoning Bylaw by way of Zoning Amendment Bylaw No. 1059 by December 31, 2021, then the Town will execute a release and any other such documents necessary to discharge this Agreement from title to the Lands in the Land Title Office.

As evidence of their agreement to be bound by the terms of this instrument, the parties hereto have executed the Land Title Office Forms C and D which is attached hereto and forms part of this Agreement.

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SCHEDULE "A"

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LAND TITLE ACT FORM DECLARATION

Related Document Number: CA8718173

I, Jeremy M. Walden, Barrister and Solicitor of 26 Bastion Square, 3rd Floor, Victoria BC V8W 1H9 declare that:

1. The Original Trustee is deceased and is unable to continue to serve as Trustee. Therefore Darlene Evelyn Grigull and John Willy Adams are appointed to serve as Trustees as provided for on page 3 of the trust document. An extract thereof is hereto attached for ease of reference.

I make this declaration and know it to be true based on personal information/reasonable belief.

JEREMY M. WALDEN Date: 2021.01.28

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APPOINTMENT OF TRUSTEES (Extract)

If the Original Trustee is unwilling or unable to continue to serve as Trustee hereunder, the Settlor appoints Darlene Evelyn Grigull and John Willy Adams to serve as Trustees without the approval of any court.

If Darlene Evelyn Grigull and/or John Willy Adams is unwilling or unable to serve or continue to serve as Trustee, the power of appointing trustees is exercisable by the Settlor during her life by will or deed, and after her death, by Darlene Evelyn Grigull during her lifetime by will or deed.

The unwillingness of a Trustee to continue to serve will be evidenced by: a) during the Settlor's lifetime, a written Resignation delivered (personally, by courier or by certified mail) to the Settlor, effective on the date of the Resignation; and b) after the Settlor's death, a written Resignation delivered (personally, by courier or by certified mail) to the adult Beneficiaries, effective on the date of the Resignation.

The inability of a Trustee to continue to serve will be evidenced by: a) the written opinion of a physician licensed to practice medicine under the laws of the jurisdiction of the trust that the person is unable to manage his or her own financial affairs;

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LAND TITLE ACT FORM DECLARATION

Related Document Number: CA8718173

I, Jeremy M. Walden, Barrister and Solicitor of 26 Bastion Square, 3rd Floor, Victoria BC V8W 1H9 declare that:

1. The Original Trustee is deceased and is unable to continue to serve as Trustee. Therefore Darlene Evelyn Grigull and John Willy Adams is appointed to serve as Trustees as provided for on page 3 of the trust document. A copy thereof is hereto attached for ease of reference.
2. An application for the change of Trustee(s) have been filed under CA8746669, a copy thereof hereto attached.

I make this declaration and know it to be true based on personal information/reasonable belief.

JEREMY M. WALDEN Date: 2021.02.01

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Charge, Notation or Filing

1. Application COX TAYLOR, Barristers & Solicitors 3rd Floor, Burnes House, 26 Bastion Square, Victoria BC V8W 1H9 250-388-4457

2. Description of Land PID: 002-364-531 Legal Description: LOT B, SECTION 93, ESQUIMALT DISTRICT, PLAN 26648, EXCEPT PART IN PLAN VIP62088

3. Nature of Charge, Notation, or Filing Type: APPLICATION TO CHANGE TRUSTEE (NO PTT) Affected Number: EW106420 Additional Information: Beverley Adams is deceased and to be replaced by Darlene Evelyn Grigull and John Willy Adams as per attached trust document, see page 3 thereof.

4. Person Entitled to be Registered as Charge Owner DARLENE EVELYN GRIGULL JOHN WILLY ADAMS 9 ERSKINE LANE VICTORIA BC V8Z 1R7 TRUSTEE(S), SEE EW106420

Electronic Signature Jeremy Michael Walden 2TQ8TM Date: 2021-02-01

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LAND TITLE ACT FORM A (Section 185)

FREEHOLD TRANSFER

1. APPLICATION: ANNIKO, HUNTER, Barristers & Solicitors 201 - 300 Gorge Road West, Victoria, B.C. V9A 1M8 Solicitor: BURNS SERVICES

2. (a) PARCEL IDENTIFIER AND LEGAL DESCRIPTION OF LAND: 002-364-531 Lot B, Section 93, Esquimalt District, Plan 26648, Except Part in Plan VIP62088

(b) MARKET VALUE: $621,800.00

3. CONSIDERATION: $1.00

4. TRANSFEROR: BEVERLEY IRIS ADAMS

5. FREEHOLD ESTATE TRANSFERRED: Fee Simple

6. TRANSFEREE(S): BEVERLEY ADAMS ALTER EGO TRUST, 9 Erskine Lane, Victoria, British Columbia V8Z 1R7 (IN TRUST)

7. EXECUTION: Officer Signature: URMAS O. ANNIKO, Barrister & Solicitor Execution Date: 2004 02 20 Transferor Signature: Beverley Iris Adams

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TRUST SETTLEMENT

THIS TRUST SETTLEMENT is made by Beverley Iris Adams, of the City of Victoria, Province of British Columbia (the "Settlor"), and Beverley Iris Adams of the City of Victoria, Province of British Columbia (the "Original Trustee").

The name of the Trust shall be the BEVERLEY ADAMS ALTER EGO TRUST. The effective date of this Trust Settlement shall be July 31, 2002.

DEFINITIONS "The Original Beneficiary" means the Settlor; "The Beneficiaries" means: Joanne Cora Adams, Darlene Evelyn Grigull, Sherry Anne Brooks, Terry Lee Orr, Gordon Charles Adams, Beverley Andrea Main, John Willy Adams, Marlene Diane O'Neill, Charlene Dawn Adams and Penny Louise Lambert (Shular).

"Income" means income of the Trust Fund as determined by the law of trusts... "Person" includes a person anywhere in the world and includes a Trustee. "The Trustee" means the Original Trustee or the trustee of the Trust Settlement for the time being; "The Trust Fund" means property transferred to the Trustee to hold on the terms of this Trust Settlement... "Trust Property" means any property comprised in the Trust Fund; "The Trust Period" means the period of 80 years beginning with the date of this Trust Settlement; "The Termination Date" means the earlier of: a) the day immediately preceding the date when the Trust Period ends; or b) the date that the Trustees specify during the Trust Period to terminate the trust;

PURPOSE OF THE TRUST During the lifetime of the Original Beneficiary, the Trustee shall hold the Trust Fund and pay to the Original Beneficiary all the income derived from the Trust Fund... Upon the death of the Original Beneficiary, the Trustee shall pay the Trust Fund within a reasonable period of time... Divide the balance then remaining in the trust into 19 equal shares and give:

• 2 of those shares to Joanne Cora Adams if she survives me;
• 2 of those shares to Darlene Evelyn Grigull if she survives me;
• 2 of those shares to Sherry Anne Brooks if she survives me;
• 2 of those shares to Terry Lee Orr if she survives me;
• 2 of those shares lo Gordon Charles Adams if he survives me;
• 2 of those shares to Beverley Andrea Main if she survives me;
• 2 of those shares to John Willy Adams If he survives me;
• 2 of those shares to Marlene Diane O'Neill If she survives me;
• 2 of those shares to Charlene Dawn Adams if she survives me;
• 1 of those shares to Penny Louise Lambert (Shular) If she survives me;

GENERAL PROVISIONS

• The situs of the Trust shall be British Columbia.
• IN WITNESS WHEREOF the Settler and the Original Trustee have signed this Trust Settlement at the City of Victoria, Province of British Columbia this 31 day of July 2003.

SIGNED, SEALED AND DELIVERED by the Settlor: Beverley Iris Adams SIGNED, SEALED AND DELIVERED by the Trustee: Beverley Iris Adams In the presence of: URMAS O. ANNIKO, Barrister & Solicitor

SCHEDULE 1 (Investment Powers)

1. The Trustees will not be liable for any loss that arises from any investment made in good faith.
2. The Trustees may delegate investment decisions... and may authorize investments in mutual funds, unit trusts, common trust funds. ...
3. The Trustees may borrow money for investment or any other Trust purpose.
4. The Trustees may mortgage or charge Trust Property as security. ...
5. Upon the death of the Original Beneficiary, the Trustees may pay debts, funeral expenses, taxes. ...
6. The Trustees may commence or defend litigation relating to the Trust. ...
7. The Trustees may take any action and make any election to minimize the tax liabilities of the Trust.