1. Reasonableness. Wherever in any provision of this Agreement the City is required or empowered to give its consent or approval or exercise its discretion, the City agrees not to withhold such consent or approval nor exercise such discretion unreasonably or arbitrarily, unless the contrary intent is specifically expressed in such provision.
2. Determination by the City Binding. Wherever in this Agreement the City's approval is required for a decision or action of the Co-op, the City's determination, designation or decision, acting reasonably, with regard to that approval is conclusive and binds the Co-op.
3. Notices. All notices, demands or requests of any kind, which any party may be required or permitted to serve on another party in connection with this Agreement, will be in writing and may be served on the parties by mail, by telecopied transmission, or by personal service, addressed as follows: 

If to the Co-op: 

First Avenue Athletes Village Housing Co-operative
Suite 205 - 5550 Fraser Street
Vancouver, British Columbia V5W 2Z4
Attention: Thom Armstrong, Director

If to CHF BC: Co-operative Housing Federation of British Columbia

Suite 205 - 5550 Fraser Street
Vancouver, British Columbia VSW 2Z4
Attention: Thom Armstrong, Executive Director

If to the City:

The City of Vancouver
453 West 12th Avenue
Vancouver, British Columbia V5Y 1V4
Attention: City Clerk
cc: Assistant Director of Business Operations Social Development, Community Services Group,
And: Director of Real Estate Services

or at such other address as the parties may from time to time advise by notice in writing. The date of receipt of any such notice, approval or request will be deemed to be the date of delivery of such notice, approval or request if served personally or, on the fifth business day next following the date of such mailing if mailed as aforesaid, provided that if mailed should there be, between mailing and the actual receipt of such notice, approval or request, a mail strike, slowdown or other labour dispute which might affect the delivery of such notice, approval or request, such notice, approval or request will only be effected if actually delivered. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors, administrators and permitted assigns.

4. Whole Agreement. There are no warranties, representations, conditions or collateral Agreements that pertain to this Agreement, except as set forth in this Agreement.
5. Enuring Effect. This Agreement enures to the benefit of and binds each of the City and the Co-op and their respective successors and permitted assigns.
6. Definitions. The meanings of terms used in this Agreement are set out in Schedule A, Clause A.
7. Time. Time is of the essence of this Agreement. If any party expressly or impliedly waives this requirement, that party may reinstate it by delivering notice to the other parties. Any time specified in this Agreement for observing or performing an obligation is local time in Vancouver, British Columbia.
8. Governing Law. This Agreement is to be governed by and construed and enforced in accordance with the laws of the Province of British Columbia.
9. References. If the singular, masculine, feminine or neutral is used in this Agreement, the reference is to the plural, masculine, feminine or body corporate according to the context in which it is used.
10. Construction. The division of this Agreement into sections and the use of headings are for convenience of reference only and are not intended to govern, limit or aid in the construction of any provision. In all cases, the language in this Agreement is to be construed simply, according to its fair meaning and not strictly for or against any party.
11. No Limitation. The word "including" when following any general statement, term or matter is not to be construed to limit that general statement, term or matter to the specific items set forth immediately following that word or to similar items. That general statement, term or matter is to be construed to refer to all other items that could reasonably fall within the broadest possible scope of that general statement, term or matter.
12. Document Written in Present Tense. The word "will", where the subject is either or both of the parties, denotes a present obligation.
13. Validity of Provisions. If a court of competent jurisdiction finds that any part of this Agreement is invalid, illegal or unenforceable, that invalidity, illegality or unenforceability does not affect any other provisions of this Agreement. The balance of the Agreement is to be construed as if that invalid, illegal or unenforceable provision had never been included and is enforceable to the fullest extent permitted at law or at equity.
14. Waiver. No consent or waiver, expressed or implied, by a party of any default by another party in observing or performing its obligations under this Agreement is effective unless given in writing, nor is it a consent or waiver of any other default. Failure on the part of any party to complain of any act or failure to act by another party or to declare such other party in default, irrespective of how long that failure continues, is not a waiver by that party of its rights under this Agreement or at law or at equity.
15. Consents and Approvals. Except as otherwise expressly set out in this Agreement, where this Agreement provides for any approval, consent or Agreement with respect to any matter:
    1. it will be obtained before any action is taken on it;
    2. it will be requested and responded to in writing; and
    3. it will not be unreasonably withheld, except if this Agreement otherwise expressly stipulates, or delayed.
16. Extent of Obligations and Costs. Every obligation of each party in this Agreement extends throughout the Term. To the extent an obligation ought to have been observed or performed before or upon the expiry or earlier termination of the Term, that obligation, including any indemnity and release, survives the expiry or earlier termination of the Term until it has been observed or performed.
17. Financial Terms. All accounting terms not otherwise defined in this Agreement have the meanings assigned to them, and all calculations to be made under this Agreement are to be made in accordance with Canadian Generally Accepted Accounting Principles consistently applied.
18. Statutes. Any reference in this Agreement to a provincial or federal statute includes the statute as it exists on the reference date of this Agreement and any subsequent amendments or replacements.