Response to Request for Proposals for ADAPTIVE REUSE OF THE GRANARY BUILDING

Prepared for: PORT OF BELLINGHAM

Prepared by: QUAY PROPERTY MANAGEMENT CORP. 207 - 856 Homer Street, , BC, V6B 2W5 tel: (604) 685-2391 | fax: (604) 685-0959 www.quayproperty.net

July 2013 TABLE OF CONTENTS

TITLE PAGE

1. INTRODUCTION

Executive Summary 2 Authorization & Contact 2

2. DEVELOPMENT TEAM

Corporate Profile 3 Project Portfolio 3 Team Members 7 Corporate Advisors 8 Affiliates & Partners 8 Specialized Experience 9 Project Funding 11 Litigation 11 References 11

3. DEVELOPMENT CONCEPT

Key Business Terms 12 Proposed Uses 12 Design & Sustainability 14 Accessibility 15

4. TRANSACTION

Acquisition & Price 16 Project Timing 16

INTRODUCTION

EXECUTIVE SUMMARY

Quay Property Management Corp. (“QPM”) is responding to the Request for Proposals (“RFP”) issued by the Port of Bellingham, pertaining to the Downtown Waterfront Redevelopment, with a proposal for the acquisition and adaptive reuse of the Granary Building.

QPM’s history is rooted in development and operation of unique retail markets, and destination properties, all embodying a festive atmosphere with a consistent goal to provide locals and visitors an opportunity to enjoy the location and surroundings of our properties. It is the intention of QPM to purchase or lease the Granary Building, for the purpose of developing and managing a mixed-use retail public market.

With more than 30 years of both local and international experience in property development and management, QPM is the best candidate to animate the waterfront area with an engaging and community oriented retail market that embodies the vision for the Waterfront District. The reuse of the Granary Building will offer a selection of local products, complemented by entertainment, arts and community engagement. As further detailed herein, QPM’s expertise is perfectly suited for this project.

AUTHORIZATION & CONTACT

Gary Mathiesen, President & CEO, is the representative of Quay Property Management Corp. that is authorized to sign on its behalf and confirm details of this proposal, and any subsequent amendments thereto.

______Gary Mathiesen President & Chief Executive Officer Quay Property Management Corp.

Address: 207 – 856 Homer Street Vancouver, BC, V6B 2W5 Email: [email protected] Office: (604) 685-2391 extension 201 Mobile: (604) 209-7449 Fax: (604) 685-0959

- 2 - DEVELOPMENT TEAM

CORPORATE PROFILE

QPM is based out of Vancouver, BC, and has been doing business since 1979. Employing a strong entrepreneurial spirit, we have embarked on many diverse business ventures over the years. QPM currently maintains a strong focus on local community oriented retail developments, following decades of successful international development and management. QPM’s subsidiary, Market Corp., was founded in 1985 for the construction and ongoing management of Lonsdale Quay Market, our flagship retail market located on the waterfront in , BC. In the past seven years QPM has expanded with the opening of both Tsawwassen Quay Market and Nanaimo Quay Market, located at the respective BC Ferries terminals.

QPM has also expanded into resort management and development with the purchase of Hudson Bay Mountain Resort, in Smithers, BC. This development is currently undergoing significant revitalization and expansion, in addition to recreational residential development in the ski area.

In addition to our development and experience with retail and community oriented properties, QPM has a third-party property management subsidiary, Northwest Quay Property Management Corp.

Additionally, our expertise in retail market development has resulted in consulting for various developers and municipalities, most recently including the Corporation of Delta, BC; the City of North Vancouver, BC; and preliminary discussions with the Cordish Company for a project in Ontario.

PROJECT PORTFOLIO

LONSDALE QUAY MARKET North Vancouver, BC

QPM has held ownership interest of Lonsdale Quay Market since its construction in 1986, and has been sole owner and operator since 1994. Lonsdale Quay Market sits on a 1.71 acre waterfront site, at the gateway to Vancouver’s North Shore, adjacent to the SeaBus terminal and main transportation hub for the area. Lonsdale Quay Market hosts more than 6 million visitors each year, supporting its 80 tenants, which include: boutique hotel; specialty retail shops; restaurants, pub, and cafes; international food court; fresh food market; kids only specialty shops; seasonal artisans and crafters; and a farmers’ market.

- 3 - Lonsdale Quay Market Project Highlights:

• Over 80 market tenants, in more than 45,000 square feet • Two-storey, 70 room boutique hotel, in over 50,000 square feet • Community events and festivals throughout the year • Vibrant atmosphere, creates local gathering destination • Recipient of several industry awards, including: • ICSC Community Relations Award (three-time recipient) • BCSCA Best Community Marketing Award • BCSCA Best Neighbourhood Operations Award

Website: www.LonsdaleQuay.com

TSAWWASSEN QUAY MARKET Tsawwassen Ferry Terminal, BC

After a thorough RFP process, QPM was selected by BC Ferries Inc., a Crown Corporation, to design, construct, lease and manage this food and retail operation at the Tsawwassen ferry terminal. Built in 2005, Tsawwassen Quay Market is located at the entry point for travelers heading from the Lower Mainland to Victoria, Nanaimo, and the Southern Gulf Islands. Tsawwassen Quay Market services over 3.3 million customers each year, who enjoy the sweeping views of the North Shore mountains, while relaxing by the river rock fire place. With full height windows, exposed wood beams and a painted nautical chart of the BC coast decorating the floor, Tsawwassen Quay Market brings the outdoors inside and offers a truly West Coast experience.

Tsawwassen Quay Market Project Highlights: • Over 25 market tenants, in more than 12,000 square feet • Over 6,000 square feet of public amenity and common space • Seasonal entertainment, artisans and crafters

Website: www.TsawwassenQuay.com

Lonsdale Quay Market Tsawwassen Quay Market

- 4 - NANAIMO QUAY MARKET Departure Bay Ferry Terminal, BC

With the successful operation of Tsawwassen Quay Market, QPM was again the successful proponent of an RFP process with BC Ferries Inc., for the design, construction, leasing and management of a retail market - this one located at the BC Ferries Departure Bay terminal, on Vancouver Island. Nanaimo Quay Market was built in 2008, and hosts over 2.2 million visitors each year while providing both tourists and locals a memorable experience with a warm atmosphere. While waiting for their ferry, passengers can enjoy a meal from one of the food merchants and shop for unique gifts all while enjoying unobstructed views of the ferries coming and going, against a backdrop of local islands through the panoramic windows.

Nanaimo Quay Market Project Highlights: • 12 permanent market tenants, in more than 6,500 square feet • Over 2,500 square feet of public amenity and common space • Seasonal entertainment, artisans and crafters • LEED Silver standard building

Website: www.NanaimoQuay.com

HUDSON BAY MOUNTAIN RESORT Smithers, BC

QPM and its partner purchased Hudson Bay Mountain Resort (“HBM”) in 2010, and are currently managing the revitizaltion of the resort mountain. HBM is undergoing transformation of the existing ski area, into a multi-season, regional ski resort, both in terms of the mountain facilities (chairlifts, ski runs), and base area development (commercial, retail and residential opportunities). HBM will be developing an initial $20 million of real estate as part of its master plan, including the construction of 56 single family residential lots, 77 townhomes and 107 condominiums. Construction of single-family residential lots is already underway, as well as a partnership with local First Nations for a new boutique hotel and spa.

Hudson Bay Mountain Project Highlights: • Over 116 hectares of skiable terrain, with over 30 ski trails, serviced by 4 lifts • Development Phase 1, with 43 ski-in/ski-out lots, to be complete in 2013/2014 • Innovative partnership with local First Nations groups for development and job creation • 2012 Finalist for Tourism Excellence award from Smithers Chamber of Commerce • 2012 Finalist for Family Friendly Business award from Smithers Chamber of Commerce

Website: www.HudsonBayMountain.com

- 5 - DOWNTOWN LADNER WATERFRONT – DESIGN & CONSULTATION Delta, BC

QPM was selected as the successful proponent by the Corporation of Delta, in BC, to prepare a detailed proposal for the redevelopment of the municipally owned properties along the downtown Ladner waterfront. QPM worked with Delta to conduct a viability study and create a plan for a vibrant marine-themed marketplace, with a mix of restaurants, retail, tourism uses, and services at this location. Public space and gathering areas, with increased access to the waterfront, and public moorage were key features of this project. QPM considered results of studies and recommendations that the municipality gathered over several years, to mold a proposal that incorporated the vision for the waterfront identified by the Downtown Ladner Waterfront Redevelopment Committee, and various public outreach initiatives. Delta expects the potential future redevelopment of the subject site to be a catalyst for re-energizing Ladner Village, and stimulating further development in this unique, historical area.

Proposed Project Highlights: • Over 30 market tenants, in more than 27,000 square feet • Over 15,000 square feet of public amenity and common space • Preservation of historic site characteristics throughout development • Re-purposing and re-using existing buildings and materials

QPM’s Design for Delta Waterfront Market

Nanaimo Quay Market Hudson Bay Mountain

- 6 - OTHER PROJECTS

In addition to the projects detailed above, QPM has significant international experience in land development, and property and asset management, specializing in leisure and entertainment properties, tourist destinations, and place making. In over 30 years of business the following list highlights QPM’s relevant past business portfolio.

• Coliseum and stadium design, construction and management • Restaurant design, construction and management • Entertainment booking for regional attractions internationally • Ownership and management of professional sport franchises

TEAM MEMBERS

QPM has a strong and diverse team of experienced staff managing each department of the company’s operation. The following key staff members are supported by administrative staff and site specific employees at each of our properties.

GARY MATHIESEN, CA, President & CEO Over thirty years of leadership experience, specializing in property development and asset management; entrepreneurial spirit, a strong vision, combined with an open-door management style, ensures that the importance of service and communication are translated through all levels of the company.

ANDREW SAM, CMA, Chief Financial Officer Twenty-five years of experience in financial management, and with QPM for more than 20 years; committed to providing the company with a strong financial foundation, and ensures all departments operate in a fiscally responsible manner.

TALOR MATHIESEN, Director of Operations Over nine years of property management and retail property marketing experience with QPM; oversees management of operations, strategic planning and marketing, and leasing for all of our properties, working closely with our community partners and business associations.

ALLISON PHILLIPS, Property Manager More than sixteen years of international property management and surveying experience, with a diverse portfolio of properties and tenants; thoroughly and efficiently oversees all day-to-day operations, lease administration, tenant communication and maintenance issues at all properties.

- 7 - COURTNEY SENICK, Marketing Manager Over six years of marketing experience, and a master’s degree in integrated marketing communication; a strong background in managing creative processes, coordinating multi-media campaigns, community involvement initiatives, and event and festival planning.

CORPORATE ADVISORS

PETER LEITCH, FCA, President, North Shore Studios & Mammoth Studios A strong business community contributor on Vancouver’s North Shore, and within the Canadian film industry, and brings over thirty years experience in executive roles to our team.

RENZO BARAZZUOL, CA, Vice President of Finance, Aquilini Development & Construction Over thirty years in executive roles, with strong property management background, and experience in property development brings valuable insight to QPM.

LORNE BORGAL, President, Crescent Point Capital A senior executive, board member and management consultant with international experience. With his strong financial, analytical and marketing background in a diverse range of businesses from resort management, to construction, and software, and his passionate focus on customer and guest service.

STEFANIE WENG, Senior Property Manager, Dodwell Realty Over eighteen years of property management experience in Vancouver, in commercial, retail, residential and strata management.

AFFILIATES & PARTNERS

MXD DEVELOPMENT STRATEGISTS MXD is a full service commercial development consulting firm specializing in all forms of real estate development planning. The MXD team consists of development strategists, land economists, urban planners, real estate experts and place makers, providing a balance of knowledge, skill, and vision, shaped by extensive experience and exposure to the latest commercial development trends throughout the world.

QPM has worked closely with MXD on most of our real estate projects to date. Involving this dynamic group of experts in real estate strategizing, ensures the development considers the latest trends, and meets its full potential to be a successful shopping, dining, entertainment, and gathering destination.

- 7 - - 8 - NORM HOTSON, DIALOG Norm Hotson has designed and managed a diverse range of projects in architecture, planning and urban design in his career. Norm has directed the design of numerous waterfronts in Canada, the USA, Australia and New Zealand, and since 1977 has held the post of Coordinating Architect for the Redevelopment of the world-famous , in Vancouver, BC.

Dialog, as a firm, are experts in understanding how heritage can be leveraged in an urban context, and create management plans that will conserve and celebrate those defining parts of our culture without stifling progress. A vibrant heritage district holds unique cultural value that attracts investment and visitors to a city, and Dialog advocates for this in all planning projects.

QPM will engage Norm Hotson and his team at Dialog, on the Granary Building project.

NGC MANAGEMENT New Generation Construction Management (NGC) provides pre-construction, general contracting and construction management services for multi-family, commercial, light industrial and civil projects. NGC has had the opportunity over many years to specialize in public markets, theatres, restaurants, retail and hospitality sectors.

NGC consults for QPM on all projects, and manages construction and renovations on all of our properties.

SPECIALIZED EXPERIENCE

BROWNFIELD REDEVELOPMENT Both QPM and NGC, our construction advisors, have extensive experience carrying out projects on Brownfield development site.

Most recently we conducted a viability study and development proposal for a waterfront site in Delta, BC. This site required considerable environmental cleanup, and working with existing structures on the site. Significant research was required for us to develop a detailed plan to address these issues and work around the conditions. QPM coordinated priorities of multiple groups, including the Port Authority, Fisheries & Oceans Canada, local First Nations groups, and environmental engineers.

Pursuant to details contained in the RFP, QPM would expect that possession of the Granary Building would be provided following the environmental remediation currently underway at the site, although it is understood that issues specific to the building may not be included in this clean up process.

- 9 - PUBLIC / PRIVATE PARTNERSHIPS At Lonsdale Quay Market in North Vancouver, BC, QPM has developed a very close working relationship with the City of North Vancouver. With a contract to manage and program public space located adjacent to our property, the City of North Vancouver has entrusted QPM with the responsibility to maintain this public space, and create festival atmosphere with events and promotions, for over 25 years.

With both Tsawwassen Quay Market and Nanaimo Quay Market, QPM has experience in successful transactions and partnership with BC Ferries Inc., a BC government-owned corporation.

At Hudson Bay Mountain QPM has developed positive working relationships with the Town of Smithers, Northern BC Tourism and Tourism BC, with the development of land in Smithers, BC, as well as local First Nations group Wet’suwet’en, in creating business opportunities and land development.

MASTER DEVELOPER As a master developer at Tsawwassen Quay Market and Nanaimo Quay Market, QPM managed the process of developing these retail properties for sub leasing to building occupants. Working within parameters and requirements of land owner and local municipalities, QPM was able to successfully develop the properties, and maintains management for both.

WATERFRONT DISTRICT LEVEL SUSTAINABILITY At our three waterfront market properties, sustainability in this sensitive area is very important, and has provided QPM with valuable experience. Additionally, as noted above, working for the Corporation of Delta for their proposed waterfront development required management of environmental strategizing with priorities of multiple parties taken into consideration. Working with the Port Authority, Fisheries & Oceans Canada, local First Nations groups, and environmental engineers, QPM was able to balance needs of all groups to develop a proposal that would maintain environmental integrity, and offer ongoing sustainability.

ADAPTIVE REUSE Again comparing to the detailed proposal and viability study completed for the Corporation of Delta, the Granary Building will be a similar pursuit. With the project in Delta, we were working with an existing building previously occupied by seafood cannery, and a site on which a dilapidated building constructed on pilings over the harbour had collapsed.

The experience noted throughout this proposal outlines QPM’s expertise and proven ability to adapt and reuse a specific site, for the development of a specialized retail market concept.

- 9 - - 10 - PROJECT FUNDING

The financial strength of QPM is proven by, not only our current investments, but our background in financing significant projects. The ownership structure of our properties and current investments will support the financing of the acquisition and reuse of the Granary Building. QPM will be the lead investor in this project.

LITIGATION

QPM confirms no current litigation or other legal disputes that could impact our organization’s ability to perform on this project.

REFERENCES

Sev Araujo Gary Penway Manager, Operations Director, Community Development Granville Island City of North Vancouver Vancouver, BC North Vancouver, BC Tel: +1 (604) 666-6452 Tel: +1 (604) 983-7382

Randy Cameron Chris Letourner General Manager President & CEO The Forks Market MXD Development Strategists Winnipeg, MB Richmond, BC Tel: +1 (204) 987-4370 Tel: +1 (604) 272-6937

- 11 - DEVELOPMENT CONCEPT

KEY BUSINESS TERMS

QPM acknowledges and accepts the minimum business terms outlined in the RFP document, pertaining to the Vision for the development in the Waterfront District; the process for the project, and the financing.

PROPOSED USES

This proposal does not include detailed drawings or sketches of our proposed development for this site. The details of our proposed use of the Granary Building are outlined below, and upon engagement by the Port of Bellingham, we would immediately produce additional supporting documentation and development plans.

QPM’s proposed concept for the adaptive reuse of the Granary Building will align with the vision for the revitalisation of the area, and pay homage to the history of the site. As the Washington Cooperative Egg & Poultry Association once occupied the Granary Building, with local producers coming together to provide fresh products to the area, QPM’s vision for a public market at this site will share similar value and purpose. A public market represents local products, and community gathering. This market development will be an organic convergence of living, working, playing and learning, and a destination for local food.

The market concept would be centered on a unique mix of fresh, local products, retail shops, cafes and restaurants, and unique business services. Surrounding outdoor space and adjacent proposed pedestrian promenade can be used by QPM to program community festivities year-round. Indoor uses will spill outside with colourful florists’ displays, produce stands, café seating, and roving entertainment. QPM’s mandate for this project would engage owner-operated businesses wherever possible.

- 11 - - 12 - QPM’s vision for the reuse of the Granary Building would include the following concepts identified on the ground floor.

• Artisan bakery • Farm fresh produce • Local, organic grocery • Gourmet butcher and seafood • European deli and cheese shop • Chocolates and confectionery • Florist and garden store • Local designers, artisans and crafters • Specialty food court (ice creamery, fish & chips) • Brew pub and restaurant • Specialty coffee shop and café • Bike rental and activity center • Seasonal tourist information center

The second storey of the building would be comprised of office and studio space, to be occupied by unique and creative services, complementing the festive market uses on ground floor.

• Community art gallery • Yoga, pilates, exercise studio • Specialized education or training center • Architectural or design offices • Design or production studio • Venue for weddings, meetings, conferences

Throughout the development, would be public seating areas, public washrooms, decorative artifacts and public art installations.

QPM’s reuse of the Granary Building for a public market would provide the community with a gathering place to celebrate the area’s beauty and history, in a vibrant waterfront market atmosphere.

The market at the Granary Building will create more than just opportunities for local businesses, but community involvement as well. The potential for public engagement is endless; from opportunities for education and outreach, to co-operatives with artisans and crafters, and partnerships with local non-profit organizations. Bellingham has a large group of existing organizations that QPM would seek involvement in, and partnerships with. Working with groups such as Bellingham Art Commission, Bellingham Whatcom County Tourism, Bellingham Business Association, Downtown Bellingham Partnership, QPM could facilitate ongoing community and business initiatives, events and celebrations.

- 13 - Opportunities for community partnerships and involvement may include some of the following initiatives.

• Outdoor live theatre presentations and theatre sports • Interpretive and educational presentations on the area’s history • Public art displays, both temporary and permanent • Comedy festivals and outdoor circus acts • Themed fairs and entertainment series • Local buskers and artisan markets • Walking tours of the area • Outdoor summer movie presentations • Charitable fundraising, and environmental programs • Cooking demonstrations, lessons and local chef competitions • Community kitchen rental by local food producers

Supporting local arts and culture is an important aspect of our vision for the site. As displayed at Lonsdale Quay Market, QPM has identified perfected a balance of public amenity, and private enterprise. Our objective for the development at the Granary Building would also blur the lines of private business, and public space.

The development of a bustling waterfront market would also see the creation of a significant number of employment opportunities for the area.

DESIGN & SUSTAINABILITY

The design components and proposed concept will be based on stability of structure, seismic upgrades, and services available to site. QPM will work with our design team, and within the design requirements for the Waterfront District, to ensure changes made through the adaptive reuse of the Granary Building maintain the characteristics of the building, and integrity of the area and its history. The vision for this site will create an open and inviting location for a retail market development, incorporating the design elements noted below.

• Original character of building maintained • West coast design, appropriate for Pacific Northwest waterfront • Use of glass to ensure open sight lines, and connectivity to waterfront and surrounding property • Utilising natural products throughout, reclaimed wood, natural stone finishes • Open floor plan to allow for market stalls, and community gathering space • Historical elements incorporated throughout building design (light fixtures, wall hangings, signage, etc.)

- 13 - - 14 - The project will have a number of environmentally sustainable features and programs, including the following.

• Utilising reclaimed building materials, as appropriate in construction • Energy efficient heating, cooling, and lighting fixtures • Organic waste program and recycling facilities to be included • Mandate tenant practices, to ensure environmental sustainability

The retail market development will also support social sustainability through its day-to-day operation, and through community programming.

• Long-term job creation for operation of market, and each individual vendor • Supporting diverse cultural representation with seasonal performances and promotions • Celebrating the area’s history through events, site signage, and programming • Gathering place created, to build community interaction, and connection to waterfront • Small business incubator, through specialty leasing program

ACCESSIBILITY

QPM will work with the Port of Bellingham, the City of Bellingham, and the Master Developer of the IDO area where necessary, to accommodate ease of accessibility and interconnectivity to and from the Granary building, through the rest of the Waterfront District.

The market at the Granary Building will create a stop of interest along the proposed pedestrian promenade and bike trail. The experience of these pedestrians and cyclists will be enhanced with the addition of buskers, entertainment, food and snack options, public amenities and more. We will also promote this destination market to visitors arriving by boat and from nearby train stations.

QPM is assuming that the Port of Bellingham or the City of Bellingham will be flexible on any requirement for onsite parking, given the small size of the parcel, and the mandate to retain existing structure. QPM will work with the Port and/or the City to arrange temporary parking adjacent to the Granary Building, until parking plan has been determined for the entire IDO area.

Community Event at Lonsdale Quay Market

- 15 - TRANSACTION

ACQUISITION & PRICE

QPM’s preferred acquisition option of the Granary Building and the 0.63 acre site on which it sits, would be by way of purchase for sole ownership.

QPM would also be willing to enter into a long-term lease, which would allow for sub-lease to market vendors. The term of a lease would need to be long enough to ensure viability for QPM’s initial investment required.

Purchase price or lease rates would be at Fair Market Value, to be agreed upon between all necessary parties, following process of due diligence and site review. Other material terms, incentives, subsidies, or direct investment expected of the Port of Bellingham will be determined through negotiation period; however QPM acknowledges that the Port is assuming that no additional incentives, subsidies, or direct investment will be required.

QPM is willing to demonstrate financial commitment with earnest money or payment of a deposit on purchase or lease.

PROJECT TIMING

QPM currently has the capacity to begin working on this project immediately. The first course of action would be discussion with the Port of Bellingham and the successful proponent for development of Parcels 1 and 2 within the IDO area.

Following initial process of detailed discussions and further investigation, QPM would begin a period of due diligence and detailed design development, before formalizing a timeline to begin work on the property and market the opportunity to retailers.

QPM’s public market project would be a great first-step in the redevelopment of the area. The waterfront market would provide a vehicle for public engagement, would create excitement about the neighbouring developments, and gain exposure for future mixed-use opportunities in the area. QPM’s vibrant community driven development will ensure that the public feels connected to the waterfront area, through the construction period which could take several years.

- 15 - - 16 - Quay Property Management Corp. 207 - 856 Homer Street, Vancouver, BC, V6B 2W5 tel: (604) 685-2391 | fax: (604) 685-0959 www.quayproperty.net