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CORRESP
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CORRESP

 Hunton Andrews Kurth LLP

 600 Travis, Suite
4200

 Houston, Texas 77002

 +1.713.220.4200 Phone

+1.713.220.4285 Fax

 HuntonAK.com

 April 19, 2024

Office of Real Estate & Construction

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street, N.E.

 Washington, D.C. 20549-3561

Re:

City Office REIT, Inc.

Form 10-K for the year ended December 31, 2023

Filed February 22, 2024

File No. 001-36409

 Ladies and Gentlemen:

On behalf of our client, City Office REIT, Inc., a Maryland corporation (the “Company,” “CIO,”
“we,” “us” or “our”), set forth below are the responses of the Company to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated April 5, 2024, with respect to the Company’s Form 10-K for
the year ended December 31, 2023 (File No. 001-36409), submitted to the Commission on February 22, 2024 (the “10-K”).

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All
references to page numbers and captions correspond to the 10-K unless otherwise specified. All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the 10-K. The Company respectfully informs the Staff that KPMG LLP, the Company’s independent external auditors, has reviewed this correspondence.

Annual Report on Form 10-K for the year ended December 31, 2023

Part 1

 Item 1. Business, page 5

1.
 We note your disclosure on page 5 that your leases typically have rent escalations. We further note your
disclosure on page 26 that certain of your leases have early termination provisions. Please tell us, and in future filings, please clarify, the extent to which you have waived the escalation clause in your leases in order to retain tenants. Further,
please tell us, and in future filings, please clarify, the percentage of your occupied properties that have tenants with early termination provisions and discuss the impact to you from tenants exercising such provisions, including the number of
tenants that have exercised that provision over the past two years and the amount of impacted square footage.

 U.S. Securities and Exchange Commission

April 19, 2024

  Page
 2

 RESPONSE: We acknowledge the Staff’s comment and note for the information of the
Staff that the Company cannot recall ever waiving an escalation clause in order to retain tenants. In the event the Company were to waive a rent escalation clause and determines that such waiver has a material impact on the Company’s current or
future operations, the Company undertakes to include appropriate disclosure in future periodic reports. In response to the Staff’s comment, the Company clarifies that early termination provisions apply to approximately 16% of the net rentable
area in our portfolio as of December 31, 2023. Our termination provisions permit the tenant to terminate the arrangement generally upon payment of a termination fee, which acts as a deterrent to canceling the lease. Further, in the year ending
December 31, 2022, only four tenants exercised early termination provisions, which impacted an aggregate 76,459 square feet and represented only 1.3% of our net rentable area, and no tenants exercised early termination provisions in the year
ending December 31, 2023. As a result, the information requested was omitted as the Company determined that such information was not material. In our future periodic Exchange Act reports, the Company will provide commentary regarding the impact
to us from tenants exercising such provisions to the extent material.

 Item 2. Properties, page 41

2.
 Based on your footnote disclosure to the table on page 41, it does not appear that you have included the
average effective rent per square foot. Please tell us, and in your future Exchange Act periodic reports, please revise, your property table disclosure to disclose your average effective rent per square foot and add footnote disclosure to clarify
how the average effective rent takes into account tenant concessions and abatements.

 RESPONSE: We
acknowledge the Staff’s comment, and the Company will provide in its future periodic Exchange Act reports, beginning with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2024, the
annualized average effective rent per square foot, accounting for the impact of straight-line rent adjustments, including the amortization of rent escalations and base rent concessions (e.g., free rent abatements) contained in the lease over the
lease term. The Company intends to revise relevant disclosures in future filings as per the below.

 Metropolitan

Area

 Property

Economic
Interest

NRA
(000s
Square
Feet)

In Place
Occupancy

Annualized
Average
Effective
Rent per
Square
Foot (1)

Annualized
Base Rent
per Square
Foot

Annualized
Gross Rent
per Square
Foot (2)

Annualized
Base
Rent (3)
($000s)

 Phoenix, AZ

(26.7% of NRA)

Block 23

100.0
%

307

94.5
%

$
28.62

$
30.24

$
33.29

$
8,771

Pima Center

100.0
%

272

56.9
%

$
28.66

$
29.74

$
29.74

$
4,596

SanTan

100.0
%

267

49.1
%

$
30.80

$
32.28

$
32.28

$
4,224

5090 N. 40th St

100.0
%

175

69.3
%

$
31.97

$
34.73

$
34.73

$
4,215

Camelback Square

100.0
%

172

85.9
%

$
32.89

$
34.97

$
34.97

$
5,179

The Quad

100.0
%

163

94.8
%

$
32.82

$
33.81

$
34.18

$
5,223

Papago Tech

100.0
%

163

67.8
%

$
24.30

$
25.87

$
25.87

$
2,856

 U.S. Securities and Exchange Commission

April 19, 2024

  Page
 3

 Tampa, FL

(18.5%)

Park Tower

94.8
%

480

90.0
%

$
27.85

$
28.65

$
28.65

$
12,389

City Center

95.0
%

244

88.6
%

$
30.97

$
30.75

$
30.75

$
6,647

Intellicenter

100.0
%

204

100.0
%

$
24.56

$
26.21

$
26.21

$
5,333

Carillon Point

100.0
%

124

100.0
%

$
30.42

$
30.86

$
30.86

$
3,833

 Denver, CO

(14.1%)

Denver Tech

100.0
%

381

85.6
%

$
23.57

$
24.66

$
29.11

$
7,848

Circle Point

100.0
%

272

90.6
%

$
19.08

$
20.07

$
35.94

$
4,948

Superior Pointe

100.0
%

152

71.7
%

$
17.19

$
18.79

$
32.79

$
2,051

 Orlando, FL

(12.7%)

Florida Research Park

96.6
%

397

87.2
%

$
25.25

$
26.28

$
28.23

$
9,002

Central Fairwinds

97.0
%

168

90.7
%

$
27.73

$
28.62

$
28.62

$
4,365

Greenwood Blvd

100.0
%

155

100.0
%

$
24.84

$
24.75

$
24.75

$
3,837

 Raleigh, NC

(8.7%)

Bloc 83

100.0
%

495

83.6
%

$
41.13

$
38.41

$
38.81

$
15,896

 Portland, OR

(5.8%)

AmberGlen

76.0
%

203

90.1
%

$
22.39

$
23.75

$
27.30

$
4,356

Cascade Station

100.0
%

128

61.4
%

$
26.72

$
27.92

$
31.48

$
2,196

 Dallas, TX

(5.0%)

The Terraces

100.0
%

173

100.0
%

$
41.38

$
39.53

$
60.53

$
6,824

2525 McKinnon

100.0
%

111

97.8
%

$
28.95

$
30.84

$
50.84

$
3,360

 San Diego, CA

(4.9%)

Mission City

100.0
%

281

80.9
%

$
39.00

$
39.87

$
39.87

$
9,070

 Seattle, WA

(3.6%)

Canyon Park

100.0
%

207

100.0
%

$
22.31

$
23.86

$
29.86

$
4,934

 Total / Weighted Average – December 31, 2023 (4)

5,694

84.5
%

$
28.84

$
29.55

$
33.01

$
141,953

(1)
 Annualized Average Effective Rent accounts for the impact of straight line rent adjustments, including the
amortization of rent escalations and base rent concessions (e.g., free rent abatements) contained in the lease. The square foot result per property is calculated by multiplying (i) Average Effective Rent for the month ended December 31,
2023 by (ii) 12, divided by the occupied square footage in that period.

(2)
 Annualized gross rent per square foot includes adjustment for estimated expense reimbursements of triple net
leases.

(3)
 Annualized base rent is calculated by multiplying (i) rental payments (defined as cash rents before
abatements) for the month ended December 31, 2023 by (ii) 12.

(4)
 Averages weighted based on the property’s NRA, adjusted for occupancy.

 U.S. Securities and Exchange Commission

April 19, 2024

  Page
 4

3.
 We refer to your statement on page 5 that you are focused on “high-quality office properties.”
For each property, please tell us, and in future filings, please disclose, the class of the office building. Please tell us, and in future filings, please clarify, if the class of building is impacting your ability to renew leases, or obtain new
tenants, and the impact on leasing costs associated with renewing or re-letting a particular space.

RESPONSE: We acknowledge the Staff’s comment, and we respectfully submit that, although we consider the majority of our properties
to be high quality office buildings, there is no universally accepted definition or set of characteristics used to make this determination or describe different classes. Further, the characteristics for each class of building would vary across
different geographic markets and may change over time. As a result, it would be difficult and may be of limited use to investors to present and apply a single, universal definition for each class of building. Our determination that our properties
are high quality is based upon evaluating their finishes, amenities, functionality and construction relative to other properties in the same market—a majority of our properties are well-located, have good access, are new or in new condition,
attract high-quality tenants and are professionally managed. There is no quantitative formula by which buildings can be placed into classes since such determinations involve judgment and subjectivity.

In assessing the strength of our portfolio, we have consulted market data and reports from publicly available information and industry
publications, including from third party CoStar, whom we believe is a widely used and reputable nationwide data provider among real estate industry participants generally. Although CoStar has classified 83% of our properties as Class A office
buildings, how CoStar and other data providers track information and compile their data are proprietary and are not provided to us. We cannot easily verify the appropriateness of the criteria selected by such third party and do not believe that
these metrics would be useful to investors. In addition, the Company believes that CoStar ratings are dynamic and subject to revision by CoStar without compelling quantitative justification, and CoStar’s ratings may be influenced by input from
property owners themselves, therefore undermining the validity and objectivity of such ratings. Further, and aside from the inherent difficulty required to classify unique real estate assets into discrete quality categories, such building
classifications from the available third-party reports do not nearly provide the same control for subjectivity and potential conflicts of interest as seen in ratings from nationally recognized statistical rating organizations such as Fitch Ratings,
Standard & Poor’s or Moody’s, who are legally required to publicly disclose how their ratings have performed and can be held liable for ratings that they should have known were inaccurate. While applying a property rating system
may help investors quickly understand the risk characteristics associated with a commercial property, investors are urged to conduct their own assessments of the quality of our portfolio, as a classification is not a guarantee as to quality,
particularly given the subjective nature in categorizing distinct assets like real property.

 U.S. Securities and Exchange Commission

April 19, 2024

  Page
 5

 We believe we continue to position CIO for success by leveraging the quality of our existing
properties to complete strategic lease renewals or to obtain new tenants. Although risk exists that we may not be able to locate qualified replacement tenants in the event of a non-renewal, we are able to
mitigate these concerns given our properties are located in cities with a high-quality standard of living, strong population and employment growth trends and a depth and diversity of local economies where replacement tenants are more readily
available than if we operated in cities where tenant needs did not align with the quality of property we provide. Additionally, we actively pursue opportunities to enhance our properties through capital improvement initiatives, like creating ready-to-lease spec suites to enhance leasing appeal, so that we are well-positioned if we are required to provide tenant improvements in order to maintain or attract new
tenants. Further, the quality of our portfolio allows for us to enter into long-term leases and thereby avoid some renewal and re-letting concerns altogether.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 47

4.
 We note your disclosure on page 47 and elsewhere that one of your properties was possessed last year as a
result of an event of default, your statement in your earnings call held in February 2024 that your Cascade Station property may also be disposed unless you are able to obtain material loan modifications, and your Item 2 disclosure regarding the
current vacancy and that approximately 30% of your leases are set to expire over the next few years. Please tell us what consideration you gave to discussing these issues in more depth in your MD&A. Refer to Item 303(a) of Regulation S-K.

 RESPONSE: When drafting the Management’s Discussion and
Analysis of Financial Condition and Results of Operations section (“MD&A”), the Company considers matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on
management’s assessment to have a material impact on future operations, including known material trends, demands, commitments, events and uncertainties in liquidity and capital resources and results of operations.

Management considers the consent to the appointment of a receiver to assume possession and control of the 190 Office Center property, as noted
on page 47, and the impairment and subsequent cash-sweep affecting Cascade Station, to have materially affected results of operations for the period covered by the 10-K, and further that the potential
disposition to the lender of the Cascade Station property upon maturity of the loan is an uncertainty that may have a material unfavorable impact on income in the future. As such, the Company included additional disclosure regarding these two
properties within MD&A. The Company considered the impact the disclosures made in the 10-K and determined no additional disclosure is necessary. The Company respectfully directs the Staff to pages 54-56 and the table on pages 58-59 within MD&A for supplementary disclosure to the disclosure on page 47 regarding 190 Office Center, and pages 54-55, page 57 and the table on pages 58-59 within MD&A for disclosure regarding Cascade Station.

 U.S. Securities and Exchange Commission

April 19, 2024

  Page
 6

 Although whether a lease will be renewed, and whether the terms of the renewal are favorable,
are uncertainties, the Company discusses lease expirations under “Factors That May Influence Our Operating Results and Financial Condition – Rental Revenue and Tenant Recoveries” in MD&A. Additionally, the Company’s
disclosures in Risk Factors pertaining to current vacancy and tenant renewals or re-lettings encompass both the current experience as well as perceived prospective risks. Further, the impact of 9.7%, 8.8% and
9.0%, of the Company’s net rentable area being subject to lease expiration, without regard to renewal options, during 2024, 2025 and 2026, respectively (representing approximately 11.0%, 10.6% and 9.9% of our annualized base rent,
respectively), was not deemed to require additional disclosure given that these expirations are staggered, generally consistent across each period and comparable to the proportions of our portfolio leases subject to expiration in prior years as
reported in prior Annual Reports on Form 10-K and no single tenant has more than 3.6% of our portfol