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2009-02-02 Committee of the Whole Meeting Agenda and Reports.pdf
District of Maple Ridge COMMITTEE OF THE WHOLE AGENDA February 2, 2009 1:00 p.m. Council Chamber Committee of the Whole is the initial venue for review of issues. No voting takes place on bylaws or resolutions. A decision is made to send an item to Council for debate and vote or to send an item back to staff for more information or clarification before proceeding to Council. Note: If required, there will be a 15 -minute break at 3:00 p.m. Chair: Acting Mayor 1. DELEGAT/ONS/STAFFPRESENTAT/ONS- (10 minutes each) 1:00 p.m. 1.1 2. PUBL/C WORKS AND DEVELOPMENT SERV/CES Note: Owners and/or Agents of Development Applications may be permitted to speak to their applications with a time limit of 10 minutes. Note: The following items have been numbered to correspond with the Council Agenda: 1101 RZ/083/06, 28461 Dewdney Trunk Road, First Extension Staff report dated January 21, 2009 recommending that a one year extension be granting for rezoning application RZ/083/06 to permit a 7 lot subdivision under the A-1 (Small Holding Agricultural) zone. Committee of the Whole Agenda February 2, 2009 Page 2 of 3 3. FINANCIAL AND CORPORATE SERVICES (including Fire and Police) 1131 2009 Property Assessment Review Staff report dated January 18, 2009 providing 2009 assessment information as received from BC Assessment. 4. COMMUN/TYDEVEL OPMENTAND RECREATION SERVICES 1151 Whonnock Lake Lease Agreement "In Principle" Staff report dated January 20, 2009 recommending that the Ridge Canoe and Kayak (RCKC) be given approval in principle for the lease of the land at Whonnock Lake. 1152 Ridge Meadows Seniors Society Lease and Fee for Service Agreement Staff report dated January 28, 2009 recommending that the Corporate Officer be authorized to execute the attached Ridge Meadows Seniors Society Lease and Fee for Service Agreement. 1153 Maple Ridge/Pitt Meadows Arts Council Fee for Service Agreement, Art Gallery Agreement and Facility Lease Staff report dated January 28, 2009 recommending that the Corporate Officer be authorized to execute the Maple Ridge -Pitt Meadows Community Arts Council Lease Agreement for 2009 to 2011. 5. CORRESPONDENCE 1171 6. OTHER ISSUES 1181 7. ADJOURNMENT Committee of the Whole Agenda February 2, 2009 Page 3 of 3 8. COMMUNITY FORUM COMMUNITY FORUM The Community Forum provides the public with an opportunity to speak with Council on items that are of concern to them, with the exception of Public Hearing by-laws that have not yet reached conclusion. Each person will be permitted 2 minutes to speak or ask questions (a second opportunity is permitted if no one else is sitting in the chairs in front of the podium). The total time for this Forum is limited to 15 minutes. If a question cannot be answered, the speaker will be advised when and how a response will be given. Council will not tolerate any derogatory remarks directed at Council or staff members. If a member of the public has a concern related to a Municipal staff member, it should be brought to the attention of the Mayor and/or Chief Administrative Officer in a private meeting. Other opportunities to address Council may be available through the office of the Manager of Legislative Services who can be contacted at 463-5221 or by e-mail at cmarlo@mapleridge.ca. Checked by: Date: MAPLE RIDGE 4 British CvtumGia TO: FROM: SUBJECT: Rezoning - First Extension 28461 Dewdney Trunk Rd Deep Roots Greater Heights DISTRICT OF MAPLE RIDGE His Worship Mayor Ernie Daykin and Members of Council Chief Administrative Officer DATE: FILE NO: ATTN: January 21, 2009 RZ/083/06 C of W EXECUTIVE SUMMARY: The applicant for the above noted file has applied for an extension to this rezoning application under Maple Ridge Development Procedures Bylaw No. 5879-1999. This application is to permit a 7 lot subdivision under the A -I (Small Holding Agricultural) zone. RECOMMENDATION: That a one year extension be granted for rezoning application RZ/083/06 and that the following conditions be addressed prior to consideration of final reading: DISCUSSION: Amendment to Schedule "B" & "Cr" of the Official Community Plan; Road dedication as required; Registration of a Section 219 Covenant for flood control; Removal of the existing buildings within the proposed park and covenant areas; Registration of a Section 219 Covenant for watercourse protection; Park dedication as required; and Registration of a geotechnical report as a Restrictive Covenant which addresses the suitability of the site for the proposed development; a) Background Context: Applicant: Owner: Legal Description: OCP: Existing: Proposed: Zoning: Existing: Wedler Engineering Ltd. Luka Kokanpeter, J Kokan Lot: 1, Section: SE21, Township: 15, Plan: 43830 Rural Residential Rural Residential & Conservation A-2 (Upland Agricultural) 1 1101 Proposed: Surrounding Uses North: South: East: West: Use: Zone: Designation Use: Zone: Designation: Use: Zone: Designation: Use: Zone: Designation Existing Use of Property: Proposed Use of Property: Site Area: Access: Servicing: Companion Applications: A -I (Small Holding Agricultural) Crown Land A-2 (Upland Agricultural) Rural Residential Single Family Residential A-1 (Small Holding Agricultural) & A-2 (Upland Agricultural) Rural Residential Single Family Residential A-1 (Small Holding Agricultural) Rural Residential Crown Land A-2 (Upland Agricultural) Rural Residential Single Family Residential Single Family Residential 15.963 HA (39.44 acres) Dewdney Trunk Road & 123rd Avenue Septic and Well SD/083/06 & DP/083/06 This application is to permit a 7 lot subdivision. The following dates outline Council's consideration of the application and Bylaw/s 6447-2006 and 6536-2007: The First Reading report was considered on January 22, 2008; First Reading was granted January 22, 2008 Public Hearing was held February 19, 2008; Second and Third reading was granted on February 26, 2008. Application Progress: The applicant has been working closely with District staff to ensure that the development proposed respects the existing slopes. Conceptual development plans and a geotechnical report have been submitted to ensure development is safe for its intended purpose. As such, the applicant will be registering a geotechnical report on title as part of a Section 219 Covenant as a condition of Final Reading. The requirement for a rezoning servicing agreement has been removed as Engineering Comments have indicated that a rezoning servicing agreement is not necessary. The area for road dedication, park dedication, and watercourse covenant had already been previously identified and the applicant has now completed formal surveys of these areas. The 2 removal of the existing buildings within the proposed park and covenant areas will be removed when the next fisheries window allows. All other conditions are still outstanding. Alternatives: Council may choose one of the following alternatives: 1. grant the request for extension; 2. deny the request for extension; or 3. repeal third reading of the bylaw and refer the bylaw to Public Hearing. CONCLUSION: The applicant has been actively pursuing the completion of this rezoning application and has applied for a one year extension. It is anticipated that final consideration will be applied for around the middle of this year. Pre►: red by ` A•ina L Pla s ing Technician pprove d MCP, MCIP erector of Planning Approved b� Frank Quinn, MBA .Eng' GM: P blic W•-rks : Development Services Concurre ce: J.L. (Jim) Rule Chief Administrative Officer AL/dp The following appendices are attached hereto: Appendix A - Subject Map Appendix B - Proposed Subdivision Layout 3 F SUBJECT PROPERTY District of Pitt Meadows; District of Langley SCALE 1:5,000 28461 DEWDNEY TRUNK ROAD a,•01 CORPORATION OF THE DISTRICT OF MAPLE RIDGE MAPLERIDGE PLANNING DEPARTMENT DATE: Sep 6, 2006 FILE: DP/083/06 BY: PC PROPOSED SUBDll9S/ON OF LOT 1 SEC770N 21 TOWNSHIP 15 N.W.D. PLAN 43830 SCALE 1 : 1250 asnures NY INNrRs NOTE: THIS PLAN IS BASED ON THE FOLLOWING LAND 777LE AND SURVEY AUTHORITY OF BC RECORDS: PLAN 43830 AND PLAN LMP4447 NOTE.' RESIDENTIAL Al ZONING SHOWN 0.5 FROM FRONT AND REAR LOT LINES 7.5 FROM INTERIOR SIDE LOT UNE APR/L 14, 2008 IM MOM gP E 211 4p �� ONY 1106 UR IF LOT 7 Y.07 no 1r Lor 200 no 71r Lor S R 200 no PLAN LW., y3 6 PUN LNP,Mr DENONEY TRUNK ROAD 1785 PLAN LIES WYNN THE GREATER VANCOUVER RECICWAL DISTRICT PLM' WPH,J .12810 IENANA AKA. aa. m Deep Roots Greater Heights District of Maple Ridge TO: His Worship Mayor Ernie Daykin DATE: February 2, 2009 and Members of Council FILE NO: FROM: Chief Administrative Officer ATTN: COW SUBJECT: Northumberland Court Bylaw Enforcement EXECUTIVE SUMMARY As Council is aware staff from the Licenses, Permits and Bylaws Department and the Maple Ridge Fire Department have been dealing with a number of bylaw and safety infractions at Northumberland Court over the past five years. A number of orders have been issued including clean up orders relative to accumulations of discarded materials on the lot, safety orders in the -areas of electrical, gas and building safety for occupied dwelling units, excessive unlicensed vehicles on the lot, graffiti and failure to secure a vacant building. In addition, the RCMP attended the property over two hundred times in response to reports of nuisance and criminal activities during the years 2007 and 2008. Staff and the RCMP continue to attend the property to deal with bylaw infractions, nuisance activity and criminal behavior. RECOMMENDATION(S) That the District of Maple Ridge staff proceed to perform all necessary inspections and to obtain all necessary evidence and information for Council to consider enforcing its bylaws and exercising its powers against the Owners, Strata Plan NWS 8 for the properties including the burnt building and all other buildings, located at 11701, 11709, 11715, 11723 and 11731 Fraser Street in the District of Maple Ridge and commonly known as Northumberland Court and report back to Council regarding such inspections and such evidence and information. Prepared by. `/(-f='L' Brock McDonald Director: Licensing, Permits and Bylaws Approved by: Frarik Quinn General Manager: Public a1 rks and Development Services Concurrence::J.L. (Jim) Ru' 12 Chief Administrative Office 1102 MAPLE RIDGE British Columbia Deep Roots Greater Heights TO: FROM: District of Maple Ridge His Worship Mayor Ernie Daykin DATE: Jan. 18, 2009 and Members of Council Chief Administrative Officer ATTN: Council Workshop SUBJECT: 2009 Property Assessment Review EXECUTIVE SUMMARY: Assessment information as at Jan. 02, 2009 has been received from BC Assessment (BCA). This information is preliminary as property owners still have the ability to appeal their assessments. The final assessment rolls to be used for property taxes purposes will be available in the spring. The purpose of this report is to give Council a sense of the 2009 information as it stands to date. RECOMMENDATION(S): Receive for information DISCUSSION: For 2009, BCA has changed the method used to determine property assessments. If no changes were made to a property, its 2009 assessment is set at the lower of the market value at either July 1, 2007 or July 1, 2008. For the vast majority of residential properties the 2007 assessment was lower. Current BCA reports show overall 2009 assessments totaling $11.68 billion, up 2.5% from 2008. Through our discussions with BCA, we have been advised that the aggregate 2009 value is overstated as it includes values for certain properties owned by the Greater Vancouver Transit Authority (GVTA) and associated with the Golden Ears Bridge project that have assessed values but will have those values exempted from taxation when the 2009 assessment roll is finalized in the coming months. By way of background, in 2007, Translink approached the municipal Councils in Surrey, Pitt Meadows, Langley Township and Maple Ridge and requested tax exemptions for properties that GVTA had acquired. These properties were taxable before GVTA's acquisition. All of the municipalities denied the requested exemptions and for 2008 these properties were assessed and taxed. We have now discovered that this past December, the Provincial Government passed an Order in Council automatically exempting all properties owned by GVTA associated with the Golden Ears Bridge project. This means that these properties which were taxed in 2008 will no longer be taxable. The financial implications of this are discussed later in this report. 1131 DISCUSSION (Cont'd.): After adjusting the assessment roll values for the Golden Ears Bridge project properties, the 2009 assessments total $11.66 billion up 2.3% from 2008. While the overall assessment values have gone up, there are several components to this. Firstly, aggregate assessments are comprised of different classifications of properties (Residential, Commercial, etc) and not all of the classifications change at the same rate. Secondly, the value changes have two components to them: i) Aggregate values go up when there is new construction. ii) Values also change depending on market changes between valuation dates. About 92% of our assessment roll is comprised of Residential Class properties. New construction in this class increased values by 3%. This increase was offset by a decrease in market value averaging 0.6% resulting in a net change of 2.4% in the Residential Class. For the Business and Light Industry Classifications, new construction and other non market changes represent an increase of 1.7%. This increase was offset by a decrease in market value averaging 0.1%. This resulted in a net change of 1.6% in these classes. Decisions concerning the municipal budget are independent of market value fluctuations in property values and the change in BCA's methodology therefore has little impact on our process. As in past years, municipal tax rates will be: i) adjusted to offset average market value increases/decreases in each class and ii) adjusted to generate the revenues contemplated in the approved financial plan. In the past properties that experienced market value increases above the average for their class experienced higher than average tax increases and properties that experienced market value increases below the average experienced lower than average tax increases. The biggest change will be that, as most property assessments have been frozen at last year's values, 2009 property tax increases will be fairly consistent across all properties and reflect the budgeted increase. FINANCIAL IMPLICATIONS Our 2009 Financial Plan includes a 2.35% increase in property tax revenue attributable to real growth. Real growth represents all changes to properties that are non -market related, such as new construction. Real growth was expected to generate just over $1 million of new revenue. For 2009, we calculated real growth using the preliminary assessment figures and then reduced the results by $130,000 to adjust for the exemptions to be granted to the Golden Ears Bridge related properties. This $130,000 represents tax revenue that was received in 2008 on these properties but will not be realized from 2009 onward. The 2009 real growth in tax revenue, after this adjustment, will likely be sufficient to meet revenue expectations included in our Financial Plan. Once the final assessment values are known, we will bring forward a tax rates bylaw and an amended financial plan bylaw for Council's consideration. NEIGHBORHOOD ANALYSIS What follows is a brief look at the effects of growth on assessments throughout the municipality to give Council a sense of how these changes impact individual areas. Residential Properties: Approximately 92% of folios in Maple Ridge are classed wholly or in part as residential. While the total growth factor in the Residential Class is 3%, specific neighborhoods contributed the bulk of that increase. Neighborhood Silver Valley/Fern Cres area Kanaka Creek area Cottonwood/Albion East MR/Whonnock West Maple Ridge area $ Strata Units All other neighborhoods Growth Contribution To Assessment Base $ 65,087,570 $ 61,658,721 $ 21,622,600 $ 15,717,600 6,579,500 % of Total Growth 2% 23% 21% 8% 5% $113,503,700 39% $ 3,584,909 2% Business Class & Light Industry Properties Of the 27,000 folios which make up Maple Ridge, 4% of properties fall into the Business & Light Industry Classes. Business Class & Light industry Class Neighborhood East MR Industrial Westside Commercial Albion Industrial All other Growth Contribution To Assessment Base $ 7,972,500 $ 3,732,621 $ 1,860,600 $ 817,877 %of Total Growth 55% 26% 13% 6% East MR Industrial's growth is the result of the development of the Webster's Corner Business Park. The large increase in growth for Westside Commercial is mostly due to the new construction at the car dealership on Lougheed @ 203rd. Updating of buildings and kilns at South Coast Millworks as well as the completion of the Kingfisher Pub were the major contributors to growth in the Albion Industrial area. CONCLUSIONS: Even though this information is preliminary, we hope that Council will find it useful as it gives an indication of the effect of growth on our assessment base and the areas contributing thereto. Prepared by: Silvia Rutledge Manager, Revenue & Collections Prepared by: Trevor Tho son, CGA Manager, Financial planning Approved by: Paul GiII, BBA, CGA General Manager, Corporate,& --Financial Services r _ --- Concurrence: J.L. OM) Rule / Chief Administrative Officer MAPLE RIDGE British Cstumhia Deep Roots Greater Heights TO: FROM: District of Maple Ridge His Worship Mayor Ernie Daykin DATE: January 20, 2009 and Members of Council FILE NO: Chief Administrative Officer ATTN: C.O.W. SUBJECT: WHONNOCK LAKE LEASE AGREEMENT "IN PRINCIPLE" EXECUTIVE SUMMARY: The Ridge Canoe and Kayak Club (RCKC) have submitted a written request for the District of Maple Ridge to confirm, in writing, that they have been approved in principle to hold a lease at Whonnock Lake Park for the land on which they hope to build the boathouse they are raising funds for. RECOMMENDATION: That RCKC be given approval in principle for the lease of the land at Whonnock Lake which will be subject to the District's review and acceptance of all building and servicing plans and detailed terms of the lease, as well as full funding being in place for the project prior to the start of construction. DISCUSSION: a) Background Context: The Master Plan for Whonnock Lake Park was completed in 2001, where input was received from the Whonnock Lake Association, RCKC, residents in the Whonnock area, as well as other stakeholders who use the park. The Master Plan, which was adopted by Maple Ridge Council at that time, contained several recommendations for improvements to the park including a new boathouse building, additional dedicated parking for the Whonnock Hall, new parking areas for park guests and club members, a new entrance driveway that would bypass the hall's existing parking areas to redirect park guests to alternate parking areas, new washrooms and concession, pathways and improved lighting as well as a tree planting program throughout the active portion of the park. The recommendations contained in the Whonnock Lake Park Master Plan have been incorporated into the Maple Ridge long term capital plan in five separate phases to ensure that each phase would fit with the timing of the boathouse project. 2010 Phase 2 Parking at Community Center MR Capital $290,000 2011 Phase 1 Entrance road MR Capital $235,000 2012 Phase 5 Washrooms and Caretaker Suite MR Capital $624,000 2013 Phase 3, 4 pathways, lighting, planting, parking MR Capital $653,573 It is intended that Whonnock Lake Phase 6 will be funded in part by Federal and Provincial grants together with funds from RCKC's fundraising campaign. It is also anticipated that construction of the Boathouse could start as early as 2012 depending on the availability of grants for the building, which is currently estimated by the Ridge Canoe and Kayak Club to be approximately $2,200,000. b) Desired Outcome: That the Ridge Canoe and Kayak Club be provided with an approval, in principle, for the lease of the land where they hope to build the boathouse with the above -noted conditions, so that the club can I:\2200 Legal Matters\2380 Leases\Whonnock Lake\DMR CR Whonnock Lake Lease 2008.doc 1151 pursue significant grant or sponsorship leads towards raising the funds needed for the boathouse portion of the project. c) Strategic Alignment (as appropriate): This request is consistent with the 2001 Whonnock Master Plan recommendations adopted by Maple Ridge Council in 2001. d) Citizen/Customer Implications: In addition to the benefits of each of the above noted improvements to the park and the addition of a new boathouse, the Whonnock Lake Hall will also benefit from having access the space that will no longer be needed by RCKC, which will provide them with the additional storage and program space that they require. e) Interdepartmental Implications: Parks staff has consulted with the Planning Department (Environment Section) regarding the optimum location for the new building to ensure a minimal environmental impact in the park. (The approximate location of the new boathouse is indicated on the attached aerial photo). f) Business Plan/Financial Implications: This request is supported by the Whonnock Lake Master Plan and the current 2009 -2013 Maple Ridge business plan. g) Policy Implications: None h) Alternatives: RCKC have advised that they believe it will be significantly more difficult to attract sponsorship without the requested written confirmation of the approval, in principle, as this has been brought to their attention by potential sponsors already. CONCLUSIONS: The written confirmation from Council requested by RCKC for the approval in principle is critical for the club to be able to apply for Federal and Provincial funding for this portion of the Whonnock Lake Master Plan project Prepared by:id Boag, Director, Parks and Facilities ) Approved by: ike Murray, G0eral Manager ( Community Development, Parks & Recreation Services Approved by:�P -ul Corps L General Manager e & Fina pe Concurrence: J.L. (J ) Rule Chief Administrative Officer DB:ik I:\2200 Legal Matters\2380 Leases\Whonnock Lake\DMR CR Whonnock Lake Lease 2008.doc 2 RIDGE • CANOE AND KATAdC `. cuj Ridge Canoe and Kayak Club David Boag Director, Parks and Facilities Maple Ridge & Pitt Meadows Parks and Leisure services 11995 Haney Place Maple Ridge, BC V2X 6A9 Mr. Boag, RIDGE . CANOE 4N11 EAYAN cLVE November 26, 2008 On behalf of the Ridge Canoe and Kayak Club,1 would like to submit this request to Maple Ridge City Council, asking that a formal land lease agreement be negotiated 'In principle' for the proposed site of the new Whonnock Lake Paddling and Recreation Centre. As discussed at a meeting between District staff and members of the Whonnock Lake Paddling and Recreation Centre construction committee in the Spring of 2007, the building site would be located on the east side of Whonnock Lake Park, just above the high water mark (in the vicinity of where the current concession stand and park caretaker trailer is currently located). The proposed two story building (see attached package) will have a footprint of approximately 160' x 96', boasting over 18,000 square feet of space and will provide for a new park caretakers residence, new public washroom facilities and concession stand. Along with larger boat storage and improved training facilities for RCKC, meeting rooms, kitchen facilities, multi-purpose rooms and banquet halls will be made available for the public to enjoy. A long term lease such as that negotiated with the Whonnock Community Association for their land use would be sufficient for the needs of our organization. The Ridge Canoe and Kayak Club understands that at this time the land lease agreement will not be a final document and that further information and documentation will be required before the start of construction at the site. The production of this agreement; however, will facilitate future fundraising and planning opportunities, and will allow us to continue preparing the launch of a capital fundraising campaign for this project, hopefully by the end of 2009, with construction estimated to commence upon the completion of the $3 Million campaign goal, we anticipate by mid to late 2010. Should you have any questions, please don't hesitate to contact me. Kind Regards, alebeitOYL,5126646,- Farron Fedechko Chair, Whonnock Lake Paddling and Recreation Construction Committee Tel: 604-463-5089(Home) 604-505-3823(Cell) farron_fedechko@telus.net ?LACE OF THE °$aCKS co7N- vi6 Whonnock Community Association In Partnership with: RIDGE CANOE AND RA AK .. GLUE Ridge Canoe and Kayak Club Maple Ridge & Pitt Meadows Parks & Leisure Services Exterior Views Designed by Gerry Poole Front Entrance Overhead View ^r Designed by Gerry Poole 1 North/Lake View (Back cif Building) • Designed by Gerry Poole , 11 111 Ill' • 1 4 iTfti-T11-1#-± r ... • IIL 1' 1 !,[17-7 IJHtIt LI • • • •;,. • • North/Lake View (Back of Building) Designed by Gerry Poole • •.,-.u.r:-xwxs z� ¢ Mrd West View (from Whonnock Lake Park) Designed by Gerry Poole 1 Eastern View Designed by Gerry Poole Eastern View Designed by Gerry Poole Interior Views Great Hall (Looking from front to back) 4 MAPLE RIDGE British Columbia Deep Roots Greater Heights TO: FROM: District of Maple Ridge His Worship Mayor Ernie Daykin DATE: January 28, 2009 and Members of Council FILE NO: Chief Administrative Officer ATTN: C.O.W. SUBJECT: RIDGE MEADOWS SENIORS SOCIETY LEASE AND FEE FOR SERVICE AGREEMENT EXECUTIVE SUMMARY: The attached fee for service agreement and facility lease agreement are renewals to previous agreements between the Maple Ridge and Pitt Meadows Parks and Leisure Services Commission and the Ridge Meadows Seniors Society. We have met with the Ridge Meadows Seniors Society Board to review the existing agreements. The Board supports the changes as proposed. RECOMMENDATION: That the Corporate Officer be authorized to execute the Ridge Meadows Seniors Society Lease and Fee for Service Agreement attached to the 2009-01-28 report on this subject. DISCUSSION: a) Background Context: For many years the Seniors Society has provided excellent service to the citizens of Maple Ridge and Pitt Meadows who are fifty-five years of age or older. They have done a good job of managing the Ridge Meadows Seniors Activity Centre as well as providing recreation services in both Maple Ridge and Pitt Meadows to over thirteen hundred seniors. The Ridge Meadows Seniors Society has met or exceeded all the obligations under their current fee for service agreement, Pitt Meadows Family Recreation Centre facility use agreement and facility lease with the Commission and the District of Maple Ridge. The key changes being made to the agreement include: 1. Based on inflation numbers reported by the Ministry of Finance at the time the agreement was negotiated inflation was running at 3.3% in British Columbia. As a result of this information an annual increase of 3.3% has been made for each year of the three year agreement. In 2009, the first year of the three agreements funding for the Society will be in the amount of $155,466; the second year funding levels increase slightly for total funding in the amount of $160,596 and the final year in the amount of $165,895. 2. A revision to the term of the agreement for use of the Pitt Meadows Family Recreation Centre to allow for a re -negotiation of a facility use agreement when the new Pitt Meadows Seniors Centre is available for programming. 1152 -2- b) Desired Outcome: One of our objectives is to promote independence and a sense of responsibility for the delivery of leisure services by community groups, the work of Ridge Meadows Seniors Society is reflective of this goal. c) Strategic Alignments: Providing recreational opportunities for seniors is part of creating safe and livable communities. d) Citizen/Customer Implications: Proposed changes will ensure that the Ridge Meadows Seniors Society will provide the group with growing financial support which will help them deal with inflationary budgetary pressures. e) Business Plan/Financial Implications: At the time of business planning negotiations were in process with the Ridge Meadows Seniors Society and negotiations resulted in an increased beyond what was anticipated in the budget. These increases are approximately $1,200 for the first year and increase to approximately $4,000 in the third year. The Financial Plan will need to be amended accordingly. Given the minimal amounts involved and the overall benefit and cost effectiveness of the agreement these adjustments are considered acceptable and are recommended. f) Policy Implications: The agreement is reflective of the Commission's community development and volunteer policy. g) Alternatives: The Commission could consider operating the activity centre and senior services through its own staff as is done in many other municipalities. The cost of the municipally operated facilities we have surveyed is much greater than the amount provided through the fee for service agreement. Furthermore, that model does not encourage the desired degree of independence and citizen involvement that can be gained in working in partnership with the Ridge Meadows Seniors Society. CONCLUSIONS: Ridge Meadows Seniors Society continues to provide excellent recreational services for citizens over the age of fifty five. The proposed changes to the existing agreement are supported by their Board of Directors and will help them address the expected inflationary increases. Prepared by: Shelley Jorde, Recreation Manager, Community Connections Approved by Mike Murray, General Manager, Community Development Parks & Recrea9r6n Services Approved by: PauYGill, General Manager, Corporate andlinance Concurrence: J.L. (Jim) Rule Chief Adfninistrative Officer TERMS OF INSTRUMENT - PART 2 LEASE THIS LEASE dated for reference the 1st day of January, 2009 BETWEEN: CORPORATION OF THE DISTRICT OF MAPLE RIDGE a municipal corporation pursuant to the laws of British Columbia having an address at 11995 Haney Place, Maple Ridge, B.C., V2X 6A9 (the "Landlord") AND: RIDGE MEADOWS SENIORS SOCIETY a society registered under the laws of British Columbia and having an address at 12150 224th Street, Maple Ridge, B.C., V2X 3N8 (the "Tenant") WHEREAS: Page 1 A. The Landlord is the registered owner of certain lands and premises situate in the District of Maple Ridge described in Item 2 of Part 1 of the Land Title Act Form C to which this Agreement is attached and which forms part of this Agreement (the "Recreation Centre"); B. The Recreation Centre represents one of two sections within a strata development, the other section being comprised of 119 residential strata lots providing senior citizen's housing; C. The Tenant wishes to Lease and the Landlord has agreed to Lease to the Tenant the Recreation Centre. NOW THEREFORE this Agreement is evidence that in consideration of the mutual covenants, conditions and agreements herein contained, the Landlord and Tenant covenant and agree as follows: ARTICLE 1 1.1 DEFINITIONS In this Lease: (a) "Common Areas" mean all those entrances, exits, hallways, lobbies, washrooms and other floor areas in the Development common to and providing access to or from both the Residential Building and the Recreation Centre; (b) "Development" means all lands, buildings, structures and improvements included in Strata Plan LMS 4011; (c) "Parking Areas" mean all the areas of the Recreation Centreor floor area in the Development devoted to motor vehicle parking use; (d) "Residential Building" means all parts of the Development other than the Recreation Centre; (e) "Strata Corporation " means the owners, Strata Plan LMS4011 (f) "Strata Council" means the Strata Council of the Strata Corporation I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 2 (g) "Strata Owners" means the strata owners of Strata Lots 11 through 219 and includes where context permits the Strata Council and the Strata Corporation. ARTICLE 2 GRANT OF LEASE 2.1 DEMISE The Landlord, being the owner in fee simple of the Recreation Centre does hereby Lease to the Tenant, for the Term and upon and subject to the covenants and conditions hereinafter expressed, the Recreation Centre. ARTICLE 3 TERM, COMMENCEMENT 3.1 TERM The Term of this Lease shall be for three (3) years. 3.2 COMMENCEMENT DATE The Term shall commence on the 1st day of January, 2009 (the "Commencement Date"). 3.3 RIGHT OF RENEWAL The Tenant shall have five (5) consecutive options to renew this Lease each option being for a further term of three (3) years. Each option shall be deemed to have been exercised if the Tenant does not give notice of refusal to exercise at least fifteen (15) days prior to expiration of the Term or the renewal term as the case may be. In the event the option is exercised all the terms and conditions of this Lease shall remain binding and the Rent for each renewal term shall be $10.00 payable in advance on or before the first day of the renewal term. 3.4 PREVIOUS LEASE AND ASSIGNMENT This Lease replaces a lease between the Landlord and Tenant dated for reference January 1, 2006 (the "Previous Lease") and the parties agree that the Previous Lease shall be terminated and be of no further force and effect as of the Commencement Date. ARTICLE 4 RENT 4.1 MINIMUM RENT The Tenant shall pay to the Landlord Rent for the Term of Twenty Thousand Dollars ($20,000.00) per annum 4.2 PAYMENT OF MINIMUM RENT The Rent for the Term shall be payable by the Tenant to the Landlord upon execution of this Lease in advance in four equal installments each year during the term. I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 3 4.3 ADDITIONAL RENT The Tenant shall pay as Additional Rent monthly, within 15 days of receiving an invoice from the Landlord, all utilities as provided in section 5.1 hereof, all other monies described in this Lease as Additional Rent and all strata maintenance fees, common expenses and strata levies of any kind for any purpose levied by the Strata Corporation against the Recreation Centre pertaining to the responsibilities of the Tenant as defined in this agreement. ARTICLE 5 UTILITIES, HVAC COSTS 5.1 UTILITIES The Tenant shall pay all rates, charges, costs and expenses for electricity, heating, ventilation, air conditioning and other utilities to the Recreation Centre. 5.2 TENANT'S UTILITIES The Tenant shall pay all rates, charges, costs and expenses as may be assessed or levied and at the rates so assessed or levied by all suppliers of separately metered utilities of service supplied directly to the Recreation Centre and for telephone and cable services provided directly to the Recreation Centre. ARTICLE 6 INSURANCE 6.1 TENANT'S INSURANCE (a) The Tenant shall, during the whole of the Term and during such other time as the Tenant occupies the Recreation Centre, take out and maintain the following insurance, at the Tenant's sole expense: (i) comprehensive general liability insurance against claims for bodily injury, including death, and property damage or loss arising out of the use and/or occupation of the Recreation Centre, or the Tenant's operation on or about the Recreation Centre; such insurance shall be in the joint name of the Tenant and Landlord so as to indemnify and protect both the Tenant and Landlord and shall contain a "cross liability" or "severability of interests" clause so that the Landlord and Tenant may be insured in the same manner and to the same extent as it individual policies had been issued to each, and shall for the amount not less than $5,000,000.00 combined single limit or such other amount as may be reasonably required by the Landlord from time to time; such comprehensive general liability insurance shall, for the Tenant's benefit only, include contractual liability insurance in a form and of a nature broad enough to insure the obligations imposed upon the Tenant under the terms of this Lease; (ii) all risks insurance upon its furniture, fixtures and improvements and upon all other property in the Recreation Centre owned by the Tenant or for which the Tenant is legally liable, and insurance upon all glass and plate glass in the Recreation Centre, against breakage and damage from any cause, all in an amount equal to the full replacement value thereof, which amount in the event of a dispute shall be determined by the decision of the Landlord; I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc (b) The policies of insurance referred to above shall contain the following: (1) Page 4 provisions that the Landlord is protected notwithstanding any act, neglect, or misrepresentation of the Tenant which might otherwise result in the avoidance of a claim under such policies and such that such policies shall not be affected or invalidated by any act, omission or negligence of any third party which is not within the knowledge or control of the insured(s); (ii) provisions that such policies of insurance shall not be cancelled without the insurer providing the Landlord thirty (30) days written notice stating when such cancellation shall be effective. (c) The Tenant shall further during the whole of the Term maintain such other insurance in such amounts and upon such terms as the Landlord may reasonably determine from time to time. (d) Evidence satisfactory to the Landlord of all such policies of insurance shall be provided to the Landlord upon request. ARTICLE 7 USE AND OCCUPATION 7.1 QUIET ENJOYMENT The Landlord covenants with the Tenant for quiet enjoyment so long as the Tenant is not in default hereunder or in default with respect to the Fee for Service Agreement which is attached as Schedule "A" to this agreement. 7.2 USE The Recreation Centre shall be used for the purposes of public non-profit Senior Citizen Recreation and Information Centre and for such uses as are complementary and incidental thereto. 7.3 COVENANT TO OPERATE The Tenant shall throughout the whole of the Term continuously operate, occupy and utilize the entire Recreation Centre for the purposes set out herein. 7.4 COMPLIANCE WITH LAWS The Tenant shall carry on and conduct its operations from the Recreation Centre in such manner as to comply with any and all statutes, by-laws, rules and regulations of any Federal, Provincial, Municipal or other competent authority for the time being in force, and shall not do anything in the Recreation Centre in contravention thereof. 7.5 NUISANCE The Tenant shall not do or permit to be done or omitted anything which could damage the Development or injure or impede the operations of the Tenant or which shall or might result in any nuisance in or about the Development. In any of the foregoing events, the Tenant shall forthwith remedy the same and if such thing or condition shall not be so remedied, the Landlord may, after such notice, if any, as the Landlord may deem appropriate in the circumstances, correct such situation at the expense of the Tenant and the Tenant shall pay such expense to the Landlord as Additional Rent. I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 5 7.6 AREA AND FIXTURES OF THE RECREATION CENTRE The Tenant must operate the Recreation Centre so that it is open and available to all senior citizens in the District of Maple Ridge and the City of Pitt Meadows, and so that it is: (a) used and maintained at a minimum area of 1486m2; (b) fixtured and maintained to be fully accessible to disabled senior citizens; 7.7 OPERATION OF THE RECREATIONAL CENTRE The Tenant must operate the Recreation Centre in accordance with the terms of this agreement and in accordance with the fee for service agreement which is attached to and forms schedule "A" to this agreement, and in any event as a senior citizen's recreation centre open to all citizens aged fifty five years or over in the District of Maple Ridge and the City of Pitt Meadows and be available to them all on the same terms and conditions. 7.8 OPERATING COST (a) the Landlord shall reimburse the Tenant for a portion of the Operating Costs in accordance with the fee for service agreement which is attached to and forms schedule "A" to this agreement. (b) The Landlord shall pay all strata fees and assess as additional rent to the tenant those amounts required to address the responsibilities of the tenant as defined in this agreement. (c) the Landlord shall only be obliged to contribute pursuant to section 7.8(a) so long as the Recreation Centre is operated by the Tenant and so long as the Tenant remains a non- profit society in good standing and has a membership open to all senior citizens in the Districts of Maple Ridge and the City of Pitt Meadows and has punctually observed and performed the terms, covenants and conditions to be performed by it in accordance with the terms of this Agreement and the Fee for Service Agreement which is attached to and forms schedule "A" to this agreement; (d) Operating Costs means the total actual expenses (without duplication) determined in accordance with accepted and sound accounting principles, incurred by the Tenant for managing, operating and maintaining the Recreation Centre. 7.9 MISCELLANEOUS Capital expenditures and improvements to the Recreation Centre shall be the sole responsibility of the Tenant save and except those expenditures which are specifically identified as the responsibility of the Landlord as defined in schedule "B" to this agreement which shall include the works described in the Comprehensive Reserve Fund Study for Panorama, Strata Plan LMS 4011 dated October 21, 2005. 7.10 GENERAL PROVISIONS l:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 6 The Tenant shall be responsible for supervising and controlling the activities of members of the public who are utilizing the Recreation Centre and for managing the Recreational Centre without interference and without the necessity of either consent or approval, from the Landlord to the intent that the Tenant shall have the full and absolute authority to operate and manage the services provided by the Tenant in the Recreation Centre. ARTICLE 8 CLEANING, REPAIR, DAY TO DAY MAINTENANCE 8.1 CLEANING (a) The Tenant shall keep the Recreation Centre and, without limitation, the inside and outside of all glass, windows and doors of the Recreation Centre and all exterior surfaces of the Recreation Centre, in a neat, clean and sanitary condition and shall not allow any refuse, garbage or other loose or objectionable or waste material to accumulate in or about the Recreation Centre but rather shall dispose of the same in accordance with the Rules and Regulations. (b) The Tenant shall pay for its own janitor service, cleaning of debris, removal of garbage and such other costs as may be incurred in cleaning. (c) In the event the Tenant fails to clean upon notice to do so from the Landlord, the Landlord may clean the same and the Tenant shall pay to the Landlord as Additional Rent the cost thereof. 8.2 TENANT'S REPAIRS (a) The Tenant shall repair the Recreation Centre, only excepting reasonable wear and tear and repairs which are the responsibility of the Landlord pursuant to this Article 8, and shall redecorate as required and maintain in good condition the interior of the Recreation Centre, any appurtenances thereto, any improvements now or hereafter erected or installed therein and any apparatus or equipment of the Tenant therein or therefore. (b) The Tenant shall keep well -painted at all times the interior of the Recreation Centre and shall keep all plumbing facilities within the Recreation Centre and all drains there from clean and in working order. (c) The Tenant, its employees or agents shall not mark, paint, drill or in any way deface any walls, ceilings, partitions, floors, wood, stone or ironwork without the written approval of the Landlord. 8.3 VIEW REPAIRS The Landlord may enter the Recreation Centre at any reasonable times during business hours and at any time during an emergency to view the state of repair and the Tenant shall repair as aforesaid according to notice in writing from the Landlord. 8.4 LANDLORD'S REPAIR The Landlord shall bona fide use its best efforts to ensure that the Strata Owners: I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 7 (a) shall conduct all maintenance, repairs and replacements to the apparatus for heating, ventilating, air-conditioning, electricity, lighting and plumbing systems installed in the development and serving the Recreation Centre; (b) shall be responsible for all structural repairs including glass and roof membranes to the Development and repairs of damage to the Recreation Centre caused by perils against which the Landlord is obligated to insure; (c) shall keep painted and clean these parts of the exterior of the Development requiring painting including the Recreation Centre. 8.5 OTHER DAY TO DAY MAINTENANCE (a) In addition to the responsibilities for cleaning and repairs as noted above the Tenant shall also have responsibility for its share of the landscape maintenance, parking lot cleaning and maintenance, snow removal, garbage removal and such other maintenance normally required in the day to day operation of the Recreation Centre. ARTICLE 9 ALTERATIONS, FIXTURES 9.1 TENANT'S ALTERATIONS (a) The Tenant shall not make or cause to be made any alterations, additions or improvements or erect or cause to be erected any partitions or install or cause to be installed any fixtures, exterior signs, floor covering, interior or exterior lighting, plumbing fixtures, shades, awnings, exterior decorations or make any changes or otherwise in respect of the Recreation Centre without first obtaining the Landlord's written approval thereto, such approval not to be unreasonably withheld in case of alterations, additions or improvements to the interior of the Recreation Centre. (b) All fixtures installed by the Tenant shall be new, provided that the Tenant may install any fixtures in its usual manner so long as such installation has first been approved by the Landlord and does not damage the structure of the Development. (c) The Tenant shall promptly pay all contractors, material suppliers and workmen so as to minimise the possibility of a lien attaching to the Recreation Centre and/or the Development and should any claim of lien be made or filed the Tenant shall discharge the same forthwith. 9.2 REMOVAL OF FIXTURES (a) So long as the Tenant is not in default hereunder at the expiration of the Term, the Tenant shall then have the right toremove fixtures installed by it from the Recreation Centre but shall make good any damage caused to the Recreation Centre resulting from l:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 8 the installation or removal thereof; provided that all alterations, additions and improvements constructed and installed in the Recreation Centre and attached in any manner to the floors, walls or ceilings, including any floor covering and light fixtures, are hereby deemed not to be the Tenant's fixtures and shall remain upon and be surrendered with the Recreation Centre, except to the extent that the Landlord requires removal thereof pursuant to Section 9.2(d). (b) If the Tenant fails to remove its trade fixtures and restore the Recreation Centre as aforesaid, all such trade fixtures shall become the property of the Landlord except to the extent that the Landlord continues to require removal thereof pursuant to Section 9.2(d). (c) Should the Tenant abandon the Recreation Centre or should this Lease be terminated before the proper expiration of the Term due to default on the part of the Tenant herein, in such event, as of the moment of default by the Tenant, all fixtures and furnishings of the Tenant (whether or not attached in any manner to the Recreation Centre) shall, except to the extent the Landlord requires the removal thereof pursuant to Section 9.2(d), become and be deemed to be the property of the Landlord, without indemnity to the Tenant and as additional liquidated damages in respect of such default but without prejudice to any other right or remedy of the Landlord. (d) Notwithstanding that any fixtures, furnishings, alterations, additions, improvements or fixtures are or may become the property of the Landlord, the Tenant. shall forthwith remove all or part of the same and shall make good any damage caused to the Recreation Centre resulting from the installation or removal thereof, all at the Tenant's expense, should the Landlord so require by notice to the Tenant. (e) If the Tenant, after receipt of a notice from the Landlord pursuant to Section 9.2(d), fails to promptly remove any fixtures, furnishings, alterations, additions, improvements and fixtures in accordance with such notice, then the Landlord may enter into the Recreation Centre and remove there from all or part of such trade fixtures, furnishings, alterations, additions, improvements and fixtures without any liability and at the expense of the Tenant, which expense shall forthwith be paid by the Tenant to the Landlord. 9.3 LANDLORD'S ALTERATIONS The Landlord reserves the right to allow the Strata Owners to: (a) make any changes or additions to the apparatus, appliances, conduits, ducts, equipment, pipes or structures of any kind in the Recreation Centre where necessary to serve adjoining premises or other parts of the Development; (b) alter the location and nature of the Common Areas, close off parts thereof, erect additions thereto or extend any part thereof; (c) make alterations or additions to the Development which right may be exercised by the Landlord in its unfettered discretion provided that the ingress and egress to the Recreation Centre shall not be substantially and materially altered or interfered with or, in the event of such substantial and material alteration or interference, that the Landlord has first obtained the Tenant's written consent, not to be unreasonably I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 9 withheld and without any claim for damages or indemnification against the Landlord, its •employees or agents. ARTICLE 10 ASSIGNMENT, SUBLETTING, SALE OR MORTGAGE 10.1 ASSIGNMENT AND SUBLETTING The Tenant may not assign or sublet this Lease except by an assignment agreement in the form attached as Schedule "B" and with the consent of the Landlord as evidenced by the Landlord's execution of that agreement, which said consent the Landlord may unreasonably withhold. ARTICLE 11 INDEMNITY, LIENS 11.1 LANDLORD'S INDEMNITY The Landlord shall indemnify and save harmless the Tenant of and from all loss and damage and all claims, costs, demands, expenses, fines, liabilities and suits of any kind or nature for which the Tenant shall or may become liable, incur or suffer by reason of the wrongful act or omission, default or negligence of the Landlord or any of its agents, contractors or employees. 11.2 TENANT'S INDEMNITY The Tenant shall indemnify and save harmless the Landlord of and from all loss and damage and all claims, costs, demands, expenses, fines, liabilities and suits of any kind or nature for which the Landlord shall or may become liable, incur or suffer by reason of the wrongful act or omission, default or negligence of the Tenant or any of its agents, contractors or employees. 11.3 LIENS The Tenant will, immediately upon demand by the Landlord, remove or cause to be removed, and thereafter institute and diligently prosecute any action pertinent thereto, any builder's or other lien or claim of lien noted or filed against or otherwise constituting an encumbrance on any title of the Landlord. Without limiting the foregoing obligations of the Tenant, the Landlord may cause the same to be removed, in which case the Tenant shall pay to the Landlord as Additional Rent the cost thereof, including the Landlord's complete legal costs. ARTICLE 12 DEFAULT, REMEDIES, TERMINATION 12.1 DEFAULT If and whenever: (a) the Tenant shall be in default in the payment of any money, whether hereby expressly reserved or deemed as rent, or any part thereof, and such default shall continue for ninety (90) days following any specific due date on which the Tenant is to make such payment or, in the absence of such specific due date, for the ninety (90) days following written notice by the Landlord requiring the Tenant to pay the same; or I:\2200 Lege! Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 10 (b) the Tenant's leasehold interest hereunder, or any goods, chattels or equipment of the Tenant located in the Recreation Centre, shall be taken or seized in execution or attachment, or if any writ of execution shall issue against the Tenant, or the Tenant shall become insolvent or commit an act of bankruptcy or become bankrupt or take benefit of any Act that may be in force for bankrupt or insolvent debtors or become involved in voluntary or involuntary winding up, dissolution or liquidation proceedings, or if a receiver shall be appointed for the affairs, business, property or revenues of the Tenant; or (c) the Tenant shall vacate or abandon the Recreation Centre, or fail or cease to continuously operate pursuant to Article 7 or the fee for service agreement which is attached to and forms schedule "A" to this agreement or use or permit or suffer the use of the Recreation Centre for any purpose other than as set forth in Article 7, or fail to remedy or rectify an act or omission pursuant to Article 7; or (d) the Tenant shall not observe, perform and keep each and every of the covenants, agreement, stipulations, obligations, conditions and other provisions of this Lease to be observed, performed and kept by the Tenant and shall persist in such default, in the case of monetary payments, beyond the ninety (90) day period stipulated in paragraph (a) aforesaid or, in the case of any other default, after thirty (30) days following written notice from the Landlord requiring that the Tenant remedy, correct or comply or, in the case of any such default which would reasonably require more than thirty (30) days to rectify, unless the Tenant shall commence rectification within the said thirty (30) day notice period and thereafter promptly and diligently and continuously proceed with the rectification of any such default; then, and in each of such cases, and at the option of the Landlord,. this Lease may be terminated and the Term shall then immediately become forfeited and void, and the Landlord may without notice or any form of legal process whatever forthwith re-enter the Recreation Centre or any part thereof and in the name of the whole repossess and enjoy the same as of its former estate, anything contained herein or in any statute or law to the contrary notwithstanding. 12.2 LANDLORD MAY PERFORM If the Tenant shall fail to observe, perform or keep any of the provisions of this Lease to be observed, performed and kept by the Tenant, the Landlord may, but shall not be obliged to, at its discretion and without prejudice, rectify the default of the Tenant, whether or not performance by the Landlord on behalf of the Tenant is otherwise expressly referred to in the applicable Section of this Lease. For such purpose the Landlord may make any payment and/or do or cause to be done such things as may be required including, without limiting the generality of the foregoing, entry upon the Recreation Centre. Any such performance by or at the behest of the Landlord shall be at the expense of the Tenant and the Tenant shall pay to the Landlord as Additional Rent the cost thereof. 12.3 DISTRESS If and whenever the Tenant shall be in default in the payment of any money, whether hereby expressly reserved or deemed as rent, or any part thereof, the Landlord may, without notice or any form of legal process whatever, enter upon the Recreation Centre and seize, remove and sell the Tenant's goods, chattels and equipment there from and/or seize, remove and sell any goods, chattels and equipment at any place to which the Tenant or any other person may have I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 11 removed them, in the same manner as if they had remained and been distrained upon the Recreation Centre, all notwithstanding any rule of law or equity to the contrary, and the Tenant hereby waives and renounces the benefit of any present or future statute or law limiting or eliminating the Landlord's right of distress. 12.4 COSTS AND INTEREST All costs, expenses, and expenditures including, without limitation, the complete legal costs incurred by the Landlord as a result of any default by the Tenant shall forthwith on demand be paid by the Tenant as Additional Rent together with interest, at the rate of eight percent (8%) per annum calculated monthly from the date any such costs, expenses, and expenditures are incurred by the Landlord until the same are fully paid and satisfied. 12.5 VACATE UPON TERMINATION, SURVIVAL At the termination of this Lease, whether by effluxion of time or otherwise, the Tenant shall vacate and deliver up possession of the Recreation Centre in the same condition as the Recreation Centre was in upon delivery of possession to the Tenant, subject to the exceptions from the Tenants obligation to repair in accordance with Section 8.2, and subject to the Tenant's rights and obligations in respect of removal in accordance with Section 9.2, and shall surrender all keys to the Recreation Centre to the Landlord at the place then fixed for payment of rent, the indemnity agreements contained in Section 12.1 shall survive the termination of this Lease. 12.6 ADDITIONAL RIGHTS ON RE-ENTRY If the Landlord shall re-enter the Recreation Centre or terminate this Lease, then: (a) notwithstanding any such termination or the Term thereby becoming forfeited and void, the provisions of this Lease relating to the consequences of termination shall survive; (b) the Landlord may use such force as it may deem necessary for the purpose of gaining admittance to and retaking possession of the Recreation Centre and the Tenant hereby releases the Landlord from all actions, proceedings, claims and demands whatsoever for or in respect of any such forcible entry or any loss or damage in connection therewith or consequential thereupon; (c) the Landlord may re -let the Recreation Centre or any part thereof for a term or terms which may be less or greater than the balance of the Term and may grant reasonable concessions in connection therewith. 12.7 NO WAIVER No provisions of this Lease shall be deemed to have been waived by the Landlord unless a written waiver from the Landlord has first been obtained and, without limiting the generality of the foregoing, no acceptance of rent subsequent to any default and no condoning, excusing or overlooking by the Landlord on previous occasions of any default nor any earlier written waiver shall be taken to operate as a waiver by the Landlord or in any way to defeat or affect the rights and remedies of the Landlord. 12.8 REMEDIES CUMULATIVE No reference to or exercise of any specific right or remedy by the Landlord shall prejudice or preclude the Landlord from any other remedy, whether allowed at law or in equity or expressly provided for herein. No such remedy shall be exclusive or dependent upon any other such remedy, but the Landlord may from time to time exercise any one or more of such remedies 1:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 12 independently or in combination. Without limiting the generality of the foregoing, the Landlord shall be entitled to commence and maintain an action against the Tenant to collect any rent not paid when due, without exercising the option to terminate this Lease pursuant to Section 13.1. ARTICLE 13 GENERAL PROVISIONS 13.1 APPROVALS No provision in this Lease requiring the Landlord's consent or approval shall be deemed to have been fulfilled or waived unless the written consent or approval of the Landlord relating to the particular matter or instance has first been obtained and, without limiting the generality of the foregoing, no prior consent or approval and no condoning, excusing or overlooking by the Landlord on previous occasions when such a consent or approval was required shall be taken to operate as a waiver of the necessity of such consent or approval whenever required under this Lease. 13.2 LANDLORD'S PERFORMANCE Notwithstanding anything in this Lease to the contrary, neither the Landlord or Tenant shall be deemed to be in default in respect of the performance of any of the terms, covenants and conditions of this Lease if any failure or delay in such performance is due to any strike, lockout, civil commotion, war -like operation, invasion, rebelling, hostilities, military or usurped power, sabotage, governmental regulations or controls, Act of God, or other cause beyond the control of the Landlord or the Tenant as the case may be. 13.3 SOLE AGREEMENT AND SURVIVAL OF AGREEMENT TO LEASE This Lease and any agreement to lease pertaining to the Recreation Centre executed and delivered by or on behalf of the Landlord and the Tenant set forth all of the warranties, representations, covenants, promises, agreements, conditions and understandings between the parties concerning the Recreation Centre and there are no warranties, representations, covenants, promises, agreements, conditions or understandings, either oral or written, express or implied, between them other than as set forth in this Lease, or any agreement to sublease. The provisions of any agreement to sublease shall survive only as, covenants and not conditions and provided further that in the event of any conflict or be, and survive only as, covenants and not conditions and provided further that in the event of any conflict or contradiction between this Lease and the said agreement to lease, the provisions of the Lease shall prevail. 13.4 MODIFICATIONS Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon the parties unless reduced to writing and signed by the parties. 13.5 APPLICABLE LAW This Lease shall be governed and construed by the Laws of the Province of British Columbia. 13.6 CONSTRUED COVENANT, SEVERABILITY All of the provisions of this Lease are to be construed as covenants and agreements. Should any provision of this Lease be or become illegal, invalid or not enforceable, it shall be considered separate and severable from this Lease and the remaining provisions shall remain in force and be binding upon the parties hereto and be enforceable to the fullest extent of the law. I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 13 13.7 TIME Time shall be of the essence hereof. 13.8 NOTICE (a) Any notice to be given hereunder shall be in writing and may be either delivered personally or sent by prepaid, registered or certified mail and, if so mailed, shall be deemed to have been given five (5) days following the date upon which it was mailed. The addresses of the parties for the purpose hereof shall be, in the case of the Landlord, the address of the Landlord first above set out, and in the case of the Tenant, the address first above set out above or at the address of the Recreation Centre. Notwithstanding the foregoing, during the currency of any interruption in the regular postal service, any notice to the Tenant may be left at the Recreation Centre and shall be effective upon being so left. (b) Any party hereto may at any time give notice in writing to another of any change of address of the party giving such notice and from and after the second day after the giving of such notice, the address therein specified shall be deemed to be the address of such party for the giving of notices hereunder. 13.9 INDEX, HEADINGS The index and headings in this Lease are to be inserted for convenience or reference only and shall not affect the construction of this Lease or any provision hereof. 13.10 NUMBER AND GENDER Whenever the singular or masculine or neuter is used in this Lease, the same shall be construed to mean the plural or feminine or body corporate where the context to this Lease or the parties hereto may so require. 13.11 SUCCESSORS BOUND All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors and assigns of the said parties. As evidence to their agreement to the above terms, the Landlord and the Tenant each have executed and delivered this Lease under seal by executing the Land Title Act Form C to which this Lease is attached and which forms part of this Lease. I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 14 THE CORPORATE SEAL OF THE DISTRICT OF MAPLE RIDGE. was hereunto affixed in the presence of: Corporate Officer Date: THE CORPORATE SEAL OF THE RIDGE MEADOWS SENIORS SOCIETY was hereunto affixed in the presence of: Title Title Date: I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc Page 15 SCHEDULE "A" Section 7.7 [Fee for service Agreement] I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc FEE FOR SERVICE AGREEMENT THIS AGREEMENT dated for reference the 1st day of January 2009, BETWEEN: MAPLE RIDGE AND PITT MEADOWS PARKS AND LEISURE SERVICES COMMISSION a commission established by the Districts of Maple Ridge and Pitt Meadows having an address at 11995 Haney Place, Maple Ridge, B.C., V2X 6A9 AND: RIDGE MEADOWS SENIORS SOCIETY a society registered under the laws of British Columbia and having an address at 12150 224th Street, Maple Ridge, B.C., V2X 3N8 (the "Society") WHEREAS: Page 1 A, The Maple Ridge and Pitt Meadows Parks and Leisure Services Commission has the mandate on behalf of the District of Maple Ridge and the City of Pitt Meadows of providing recreation services for residents of both municipalities; B. The Society has been incorporated for the purpose of providing recreation services for residents of Maple Ridge and Pitt Meadows who are over the age of fifty-four years and the constitution and bylaws of the Society include this purpose; C. The District of Maple Ridge is the owner of the ten commercial strata Tots at 12150 224th Street more particularly known and described as Strata Lots 1 - 10, Section 20, Township 12, New Westminster District, Strata Plan LMS4011 (the "Recreation Centre") and the District and Society have entered into a lease for these premises to serve as a public recreation centre for residents of Maple Ridge and Pitt Meadows who are fifty-five years of age or older. D. The District of Maple Ridge and the City of Pitt Meadows, through the Commission, and the Society wish to enter into a fee for service agreement for the provision of recreation services for residents of Maple Ridge and Pitt Meadows who are fifty-five years of age or older. NOW THEREFORE this Agreement is evidence that in consideration of the mutual covenants, conditions and agreements herein contained the parties covenant and agree as follows: ARTICLE 1 1.1 DEFINITIONS In this Agreement: (i) "Commission" means collectively the Corporation of the District of Maple Ridge and the Corporation of the District of Pitt Meadows operating through the Maple Ridge and Pitt Meadows Parks and Leisure Services Commission; I:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc Page 2 (ii) "Lease Agreement" means the lease of the Recreation Centre granted by the District of Maple Ridge as Landlord to the Society as tenant and dated for reference the 1St day of January, 2009; (iii) "Operating Costs" means the total actual expenses (without duplication), determined in accordance with generally accepted accounting principles, incurred by the Society for managing, operating and maintaining the Recreation Centre, fulfilling the Society's obligations under this Agreement and under the Lease Agreement, and delivering the services at the Recreation Centre and the Pitt Meadows Family Recreation Centre and elsewhere as required by this Agreement and the Lease Agreement, including all costs of landscape maintenance, parking lot cleaning and maintenance, snow removal, garbage removal and such other maintenance normally required in the day to day operation of the Recreation Centre and including all rent and additional rent and GST payable by the Society to the District of Maple Ridge pursuant to the Lease Agreement; (iv) "Pitt Meadows Family Recreation Centre" means ... (v) "Senior Citizen" means any person aged fifty-five years of age or older. ARTICLE 2 TERM, COMMENCEMENT 2.1 TERM The Term of this Agreement shall be three (3) years commencing on the 1St day of January, 2009 (the "Commencement Date") and terminating on 31St day of December 2011, subject to early termination as set out in this Agreement. 2.2 RIGHT OF RENEWAL The Society shall have five (5) consecutive options to renew this Fee For Service Agreement each option being for a further term of three (3) years on the same terms and conditions contained herein, save and except for this covenant for renewal which will be modified so as to successively reduce the number of remaining options to renew. Each option shall be deemed to have been exercised if the Tenant does not give notice to the Landlord in accordance with section 5.14 of refusal to exercise at least fifteen (15) days prior to expiration of the Term or the renewal term as the case may be. ARTICLE 3 INSURANCE 3.1 SOCIETY'S INSURANCE (a) The Society shall, during the whole of the Term and any renewal term, take out and maintain the following insurance, at the Society's sole expense: (1) comprehensive general liability insurance against claims for bodily injury, including death, and property damage or loss arising out of the Society's activities which take place in or about the Recreation Centre, the Pitt Meadows Family Recreation Centre, or in any other location; such insurance shall be in the joint names of the Society and Commission so as to indemnify I:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc Page 3 and protect both the Society and Commission and shall contain a "cross liability" or "severability of interests" clause so that the Commission and Society may be insured in the same manner and to the same extent as if individual policies had been issued to each, and shall be for the amount not Tess than $5,000,000.00 combined single limit or such other amount as may be reasonably required by the Commission from time to time; such comprehensive general liability insurance shall, for the Society's benefit only, include contractual liability insurance in a form and of a nature broad enough to insure the obligations imposed upon the Society under the terms of this Agreement; (b) The policy of insurance referred to above shall contain the following: (1) provisions that the Commission is protected notwithstanding any act, neglect, or misrepresentation of the Society which might otherwise result in the avoidance of a claim under such policies and such that such policies shall not be affected or invalidated by any act, omission or negligence of any third party which is not within the knowledge or control of the insured(s); (ii) provisions that such policy of insurance shall not be cancelled without the insurer providing the Commission thirty (30) days written notice stating when such cancellation shall be effective. (c) Evidence satisfactory to the Commission of all such policies of insurance shall be provided to the Commission upon request. ARTICLE 4 SERVICES TO BE PROVIDED 4.1 The Society shall: (a) provide quality recreational opportunities and activities designed to improve the health and well being of Senior Citizens. (b) plan, promote, conduct and co-ordinate senior citizens' recreational activities similar in variety, quality and quantity to those provided by the Society during 2008 at a minimum and carry out regular needs assessment research to determine the changing needs of Senior Citizens in the District of Maple Ridge and the City of Pitt Meadows, with a view to maintaining, updating and keeping current the services provided at the Recreation Centre, at the Pitt Meadows Family Recreation Centre and in other facilities and programs as required; (c) operate the Recreation Centre as a senior citizen's recreation centre open to all residents of Maple Ridge and Pitt Meadows who are fifty five years of age or older and make the services provided therein, at the Pitt Meadows Family Recreation Centre and elsewhere all on the same terms and conditions; (d) operate the Recreation Centre in accordance with the requirements of the Lease Agreement; I:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc Page 4 (e) provide an information service for Senior Citizens' providing notice of activities and services available to Senior Citizens in addition to and beyond those provided in the Recreation Centre; (f) endeavour to establish fees for memberships and participation at the Recreation Centre similar to or Tess than those of other similar recreation centres for Senior Citizens operating in the Greater Vancouver Regional District; (g) conduct membership satisfaction surveys and program evaluations on a regular cycle and act on the information obtained to the extent possible within the limits of available resources; (h) encourage partnerships and collaboration and avoid duplication of services to enhance services for seniors and mutually support efforts to inform seniors about all the services available whether they are provided through RMSS or other senior providers in the community; (i) participate with the City of Pitt Meadows and District of Maple Ridge parks and recreation staff and other agency representatives in joint program planning meetings and initiatives to take advantage of opportunities for collaboration and to avoid duplication where it might otherwise occur; Q) advertise seasonal program offerings in the Arts and Recreation Guide published by the Commission to the extent possible within the limitations of space which can be made available, as determined by the Commission; (k) act as an advocate for seniors within the District of Maple Ridge and the City of Pitt Meadows. 4.2 OPERATING COSTS (a) The Commission shall reimburse the Society for Operating Costs, in advance quarterly on the basis of 1/4 of the estimated annual Operating Costs for the relevant year, such estimate to be made by the Commission in its sole discretion (the "Quarterly Payment"); provided that the Commission's total contribution to Operating Costs shall not exceed $155,466 in the first year, increasing to $160,596 on January 1, 2010 and to $165,895 on January 1, 2011. For greater certainty, rent, additional rent and GST owing to the District of Maple Ridge pursuant to the Lease Agreement will be paid directly to the District of Maple Ridge by the Commission and deducted from the Quarterly Payment. (b) In addition to the Quarterly payment, the Commission will: (i) reimburse the Society up to an amount of $20,000.00 per annum toward the salary of a Seniors Services Manager providing the position is advertised publicly, the qualifications for the position are first approved by the Commission appointed staff liaison and an opportunity for input is provided to the staff liaison in advance of any organisational changes in staffing; and (ii) cover all operating costs related to the maintenance, repair and utilities associated with the Pitt Meadows Family Recreation Centre and any other I:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc Page 5 facilities owned and operated by the City of Pitt Meadows or the District of Maple Ridge used by the Society to deliver the services contemplated by this Agreement, and shall make such facilities available to the Society at no cost to the Society providing always that the Society shall enter into standard facility use license agreements as required by the District of Maple Ridge or the City of Pitt Meadows, as the case may be, for each such use and shall acknowledge that use by the Society is subject to availability as determined through the standard booking procedures for such facilities. (iii) provide use of the Pitt Meadows Family Recreation Centre in accordance with the letter of agreement attached as schedule Schedule A to this Fee for Service agreement for the purpose of consistency the terms of the letter agreement (Schedule A) shall run concurrent to the term of this Fee for Service agreement. (c) It is understood and agreed that the annual contribution to operating costs shall be subject to review and adjustment through the budget deliberations of the Councils of the District of Maple Ridge and the City of Pitt Meadows and that should the amount of the annual operating grant be reduced by the Commission the level of service to be provided by the Society will be adjusted accordingly. It is also understood that during the annual budget deliberations RMSS may approach the Councils through the Parks and Leisure Services Commission for additional funding to provide enhanced levels of service. It is understood that the Councils shall be under no obligation to provide additional funding. (d) Provided that the Commission has reimbursed the Society pursuant to subsection 4.2(a) for the first two years of the Term of this Agreement, the Commission may determine at its sole discretion on one (1) year's written notice to the Society to reduce or cease its contributions pursuant to subsections 4.2(a) and (b) hereof. (e) Without limiting subsection 4.2(d), the Commission shall only be obliged to contribute pursuant to subsections 4.2(a) and (b) so long as the Recreation Centre is operated by the Society, the Society remains a non-profit society in good standing with membership open to all Senior Citizens in the District of Maple Ridge and the City of Pitt Meadows and has punctually observed and performed the terms, covenants and conditions to be performed by it in accordance with the terms of this Agreement. 4.3 OTHER OBLIGATIONS OF SOCIETY The Society will until the expiry or early termination of the Term of this Agreement or any renewal term, as the case may be: (a) provide to the Commission annually prior to June 15 in each year audited financial statements of the Society including all financial statements related to its operation of the Recreation Centre and a report of the previous years' activities in the Recreation Centre, the Pitt meadows Family Recreation Centre and elsewhere, including all membership and program registration statistics; l:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc Page 6 (b) permit the Commission to appoint a Commission staff liaison and two members of the Commission (one from Maple Ridge Council and one from Pitt Meadows Council) as non-voting liaisons to the Society's Board of Directors and permit the Commission's liaisons and the staff liaison to attend every meeting of the Board of Di rectors; (c) provide the Commission's liaisons and the staff liaison with advance notice of all meetings of the Board and all agendas and minutes of Board Meetings; (d) adhere to all applicable regulations and rules related to employment standards and health and safety for employees, volunteers and members; (e) maintain bylaws that permit all Senior Citizens residents of Maple Ridge and Pitt Meadows to become members of the Society on the same terms and conditions as any other member and ensure that at no time will the majority of the membership reside outside of the two municipalities; (f) provide to the Commission a true copy of its current Constitution and Bylaws upon execution of this Agreement, and thereafter provide true copies of all amendments to the said constitution and bylaws forthwith on filing the same pursuant to the Society Act; (g) maintain the Society in good standing as a registered Society pursuant to the Society Act of British Columbia; (h) include in its bylaws provisions to ensure elections are held on a annual basis for at least a portion of the Board of Directors and further to ensure that no member of the Board of Directors may serve longer than a predetermined number of terms. (i) include in its constitution and bylaws provisions that on dissolution of the Society its assets shall be distributed to a similar organisation operating within the District of Maple Ridge and the City of Pitt Meadows or to the District of Maple Ridge and the City of Pitt Meadows themselves; (j) make the Recreation Centre available to the Commission for mutually agreed upon uses and programs at times when the Society does not require the Recreation Centre provided such programs shall be the Commission's programs and nothing in this section 7.9(e) shall authorise the Commission to sublet or rent the Recreation Centre to a third party and providing that the Commission shall reimburse the Society for any out of pocket expenses incurred as a result of the Commission's use of the facility. ARTICLE 5 INDEMNITY 5.1 SOCIETY'S INDEMNITY The Society shall indemnify and save harmless the Commission of and from all loss and damage and all claims, costs, demands, expenses, fines, liabilities and suits of any kind or nature for which the Commission shall or may become liable, incur or suffer by reason of the wrongful act or omission, default or negligence of the Society or any of its agents, contractors or employees. I:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc TERMINATION 5.2 TERMINATION BY COMMISSION Page 7 (a) For Cause. If the Society shall not observe, perform and keep each and every of the covenants, agreements, stipulations, obligations, conditions and other provisions of this Agreement to be observed, performed and kept by the Society and shall persist in such default, after thirty (30) days following written notice from the Commission requiring that the Society remedy, correct or comply or, in the case of any such default which would reasonably require more than thirty (30) days to rectify, unless the Society shall commence rectification within the said thirty (30) day notice period and thereafter promptly and diligently and continuously proceed with the rectification of any such default; then, and in each of such cases, and at the option of the Commission, this Agreement may be terminated and the Term shall then immediately become forfeited and void, anything contained herein or in any statute or law to the contrary notwithstanding. (b) Without Cause. The Commission may terminate this Agreement upon one year's written notice to the Society for any or no cause. 5.3 EXPIRY OR EARLY TERMINATION OF LEASE AGREEMENT This Agreement shall automatically terminate upon the expiry or early termination of the Lease Agreement. 5.4 TERMINATION BY SOCIETY If, pursuant to subsection 4.2(d), the Commission gives notice to the Society that the contributions under subsections 4.2(a) and (b) will cease, then the Society may, at its option, terminate this Agreement as of the date that the contributions will cease by giving notice to the Commission not later than 6 months before the date that the contributions will cease. 6.4 TERMINATION OF LICENCES AND RIGHTS TO USE PITT MEADOWS FAMILY RECREATION CENTRE All licence agreements entered into between the Society and the District of Maple Ridge and the City of Pitt Meadows pursuant to section 4.2(b) (i) and any permissions and rights of use respecting the Pitt Meadows Family Recreation Centre will immediately cease upon the expiry or early termination of this Agreement, notwithstanding any provision contained in any licence or permission to the contrary. 6.5 SURVIVAL All of the Society's obligations under this Agreement that are outstanding on the date that this Agreement expires or is terminated (including the obligation to indemnify the Commission set out in section 4.4) will survive the expiry or termination. I:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc Page 8 6.6 NO WAIVER No provisions of this Agreement shall be deemed to have been waived by the Commission unless a written waiver from the Commission has first been obtained and, without limiting the generality of the foregoing, no condoning, excusing or overlooking by the Commission on previous occasions of any default nor any earlier written waiver shall be taken to operate as a waiver by the Commission or in any way to defeat or affect the rights and remedies of the Commission. 6.7 REMEDIES CUMULATIVE No reference to or exercise of any specific right or remedy by the Commission shall prejudice or preclude the Commission from any other remedy, whether allowed at law or in equity or expressly provided for herein. No such remedy shall be exclusive or dependent upon any other such remedy, but the Commission may from time to time exercise any one or more of such remedies independently or in combination. ARTICLE 6 GENERAL PROVISIONS 6.1 APPROVALS No provision in this Agreement requiring the Commission's consent or approval shall be deemed to have been fulfilled or waived unless the written consent or approval of the Commission relating to the particular matter or instance has first been obtained and, without limiting the generality of the foregoing, no prior consent or approval and no condoning, excusing or overlooking by the Commission on previous occasions when such a consent or approval was required shall be taken to operate as a waiver of the necessity of such consent or approval whenever required under this agreement. 6.2 COMMISSION'S PERFORMANCE Notwithstanding anything in this Fee For Service Agreement to the contrary, neither the Commission or Society shall be deemed to be in default in respect of the performance of any of the terms, covenants and conditions of this agreement if any failure or delay in such performance is due to any strike, lockout, civil commotion, war -like operation, invasion, rebelling, hostilities, military or usurped power, sabotage, governmental regulations or controls, Act of God, or other cause beyond the control of the Commission or the Society as the case may be. 6.3 MODIFICATIONS Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties unless reduced to writing and signed by the parties. 6.4 APPLICABLE LAW This Agreement shall be governed and construed by the Laws of the Province of British Columbia. 6.5 CONSTRUED COVENANT, SEVERABILITY All of the provisions of this Agreement are to be construed as covenants and agreements. Should any provision of this agreement be or become illegal, invalid or not enforceable, it shall be considered separate and severable from this agreement and the remaining provisions shall I:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc Page 9 remain in force and be binding upon the parties hereto and be enforceable to the fullest extent of the law. 6.6 TIME Time shall be of the essence hereof. 6.7 NOTICE (a) Any notice to be given hereunder shall be in writing and may be either delivered personally or sent by prepaid, registered or certified mail and, if so mailed, shall be deemed to have been given five (5) days following the date upon which it was mailed. The addresses of the parties for the purpose hereof shall be, in the case of the Commission, the address of the Commission first above set out, and in the case of the Society, the address first above set out above or at the address of the Recreation Centre. Notwithstanding the foregoing, during the currency of any interruption in the regular postal service, any notice to the Society may be left at the Recreation Centre and shall be effective upon being so left. (b) Any party hereto may at any time give notice in writing to the other of any change of address of the party giving such notice and from and after the second day after the giving of such notice, the address therein specified shall be deemed to be the address of such party for the giving of notices hereunder. 6.8 NUMBER AND GENDER Whenever the singular or masculine or neuter is used in this Agreement, the same shall be construed to mean the plural or feminine or body corporate where the context to this Agreement or the parties hereto may so require. 6.9 SUCCESSORS BOUND All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors and assigns of the said parties. 6.10 AUTHORITY OF COMMISSION The Commission is authorized to execute this Agreement on behalf of the City of Pitt Meadows and the District of Maple Ridge. I:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc IN WITNESS WHEREOF the parties hereto have duly executed these presents as of the date herein first set out. Signed, Sealed and Delivered in the presence of: Name Address Occupation Signed, Sealed and Delivered in the presence of: Name Address Occupation Page 10 MAPLE RIDGE AND PITT MEADOWS PARKS AND LEISURE SERVICES COMMISSION by its authorized signatories ) ) ) Name: ) ) ) Name: ) ) ) RIDGE MEADOWS SENIORS SOCIETY by its ) authorized signatories ) ) Name: ) ) ) Name: ) ) l:\2200 Legal Matters\2240 Agreements\RMSS\RMSS Fee For Service Agreement 2009.doc Page 16 SCHEDULE "B" Section 7.9 Capital Expenditures for which tenant is not Responsible - Comprehensive Reserve Fund Study - Panorama, Strata Plan LMS 4011 (dated October 21, 2005) I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc MORRISON HERSHFIELD Suite 610, 3585 Graveley Street, Vancouver, British Columbia V5K 515 Tel. (604) 454-0402 Fax. (604) 454-0403 www.morrisonhershfield.com REPORT Comprehensive Reserve Fund Study Panorama Strata Plan LMS 4011 12148-12150 224 Street, Maple Ridge, BC Presented to: The Owners Strata Plan LMS 4011 c/o Ms. Befit Hansen Baywest Management Corp. 13520 — 78th Avenue. Surrey, B.C. V3W 8J6 Cc: Mr. Mike Murray City of Maple Ridge Report No. 5042014.00 M:\PRO.R5042014\00 RESERVE FUND\RFT RFS FINALREPORT OCT2105.DOC October 21, 2005 TABLE OF CONTENTS 1 • INTRODUCTION 1.1 Objectives 1.2 Terms of Reference 1.3 Project Team 1.4 Report Format 1.5 Reference Documents/Information 1.6 Limitations and Assumptions 1.7 General Facility Description 1.7.1 Common Elements 6 2. PHYSICAL ANALYSIS 8 2.1 Component Inventory 8 2.2 Table 1 — Replacement Cost Summary Table 9 9 10 Page 1 1 1 3 4 5 5 6 2.3 Significant Capital Expense Forecasts 2.4 Further Study Required 3. FINANCIAL ANALYSIS 3.1 Input from LMS 4011 3.2 Assumptions 3.2.1 Interest and Inflation Rates 3.2.2 Adequate Reserve Fund 3.3 Cash -Flow Calculations 3.3.1 Starting Balance 3.3.2 Total Expenses 11 11 11 11 11 12 12 12 MI IIN 3.3.3 Interest Earned 3.3.4 Annual Reserve Contribution 3.3.5 Other Contribution 3.4 Scenario 4 4. SUMMARY APPENDIX A: Site Conditions APPENDIX B: Tables 1, 2 and 3 APPENDIX C: Modifications to Draft Report _13 13 13 14 15 Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC -1- 1. INTRODUCTION Morrison Hershfield Limited (MB) was retained to conduct a Comprehensive Reserve Fund Study of Panorama, Strata Plan LMS 4011 located at 12148-12150 224 Street, Maple Ridge, BC. Authorization to proceed with the assessment was provided by a letter from Mr. John P. Gorman of Gateway North International Property Management Inc. on February 25, 2004. 1.1 Objectives The objective of this Reserve Fund Study (RFS) is to provide the Strata Council with sufficient information to enable them to: a) Set up a schedule for the anticipated repair and replacement of common element items and, where possible, suggest any areas where maintenance can be improved to extend the life of the common elements. b) Set up a special account for major repair items and replacement of common elements and assets of the Strata. c) To determine the annual contributions necessary to maintain an adequate balance (worse -case scenario) for the 30 year period of this study. d) To determine the annual contributions necessary to maintain sufficient funds (best case scenario) for the 30 year period of this study, but may require a Special Assessment in the event of premature failure. e) Satisfy the legislation regarding the Strata Property Act 1999 with Amendments July 1, 2000 that recommends a reserve fund study be done This reserve fund study was conducted as a Comprehensive Reserve Fund Study to determine the contingency reserve fund for common expenses that usually occur less often than once a year, as defined by the Strata Property Act 1999 (amended July 1, 2000). 1.2 Terms of Reference This Reserve Fund Study was subject to the limitations of Section 1.6 and addressed the following scope of services as outlined in Section 2.4 of our proposal dated November 6, 2003 and is restated below (in italics) for reference purposes: To complete the Reserve Fund Study, we will conduct a visual (and in -operation review of the M & E systems) of the following: rIN 3 Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC -2— • ; interior finishes in the common areas, including the corridors, stairs and lobby, and interior doors, including suite doors, stairwell doors, and other miscellaneous doors; • roadways, walkways, and curbs; • landscaping; • mechanical systems, including plumbing drainage and supply, sewage systems, sprinkler systems, ventilation systems, space -heating systems and service water heating systems; • electrical systems, including power distribution, emergency systems, fire alarm systems and exterior lighting; and • we have included elevator review by an independent sub -consultant as an option, see Section 3 of this proposal. 2.4.2 Based on our review of the drawings and of the building, we will prepare the component inventory, which is a list of items to be included in the Reserve Fund. We will estimate the life expectancy of each item and we will estimate an expected replacement cost for each item. This information will be summarized in a Replacement Cost Summary Table. , 2.4.3 We will prepare a draft of up to three Thirty -Year Cash Flow scenarios for varying contribution rates, based on assumed interest and inflation rates. 2.4.4 The draft Replacement Cost Summary Table and the draft Thirty -Year Cash Flows will be submitted to the Strata and we will contact the Strata Council to discuss the draft tables prior to the submission of our final report. 2.4.5 We have allowed for one (1) meeting to discuss the draft Reserve Fund Study. Any additional meetings requested will be charged on a time and expense basis, as per our Standard Rates and Terms in Appendix D. 2.4.6 We have allowed for one revision of the tables based on the discussions at the Draft Review meeting. Any additional modifications to the Revised Tables that are requested by the Strata will be charged on a time and expense basis, as per our Standard Rates and Terms in Appendix D. 2.4.7 We will provide the Strata with three copies of our Reserve Fund report, which will include a summary of our visual observations, the Replacement Cost Summary Table and the Thirty -Year Cash Flow Table. IIN Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 3 — Should the Strata choose to include the Elevator Option as part of this report (See Section 3) the elevators would be reviewed by an independent elevator consulting firm with no association with elevator manufacturers. 1.3 Project Team MH has been in the consulting engineering business for more than 50 years. Our Building Science Group specializes in investigating the condition of existing buildings and failures of existing building components including: wall systems, roofs, parkade slabs, post tensioned slabs, paving, masonry, and landscape problems. MH has been involved with the design, inspection, investigation and remedial repair of over 500 condominiums, apartment residences and cooperative projects and numerous commercial and institutional buildings for a variety of clients. We have performed reserve fund studies in several provinces throughout Canada. This Reserve Fund Study has been prepared and/or reviewed by various personnel within MH, and Besant and Associates Engineers Ltd. (BAE) and KJA Consultants Inc. (KJA). The visual review of the building, mechanical and electrical systems, and site was conducted during June, July and August of 2004. The following are the reviewers and the respective disciplines for which each was responsible. • Mr. Alexander Chang, Engineer -in -Training, Intern Architect, of MH drafted this report and compiled the information of all team members and prepared the Reserve Fund 'Tables, and addressed the building and site elements except for the sections noted below; • Mr. Jeff Besant, P.Eng., of Besant and Associates Engineers Ltd. addressed the mechanical and electrical systems and drafted these sections of this report; • Mr. Barry Finch of KJA Consultants Inc. addressed the elevator equipment and drafted this section of this report; • Ms. Terra Shimbashi, Project Architect, reviewed the final report with respect to architectural and code issues; and • Mr. Richard Taylor, Principal, reviewed the report for general compliance to Strata Property Act. Prior to our reviews of the building, we met with the owner's representative, Mr. Ed Queijsen, Resident Manager. During our review of the building, we were accompanied by Mr. Ed Queijsen, who provided access to all areas of the facility. Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 4 — 1.4 Report Format The following report is separated into five sections for the convenience of the reader. Briefly, the contents of each of these sections are: 1. Introduction A general description of the complex and the services provided. 2. Physical Analysis A general overview of the condition of the building, indicating major repairs anticipated in the near future, or where there is uncertainty regarding a specific item and recommendations for further investigation. 3. Financial Analysis A discussion of the anticipated repair costs, methodology of calculating cash-flow plan, and examples of contribution plans, which may be considered adequate. 4. Conclusion A Summary of the Reserve Fund Study process and the Strata's proposed contribution plan. 5. Appendix A — Component Review Includes a detailed description of the common elements of the complex included in the component inventory. 6. Appendix B — Financial Tables Includes a Replacement Cost Summary Table (Table 1) of the common elements to be addressed by the Reserve Fund, a second table showing a Thirty Year Detailed Cash -Flow Plan (Table 2), and a third table showing a Reserve Fund Summary (Table 3). 7. Appendix C — Categories of Modifications Includes a listing of modifications requested by the Strata Council following their review of the Draft Reserve Fund Study and before fmalizing as Scenario 4.. IIH Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 5 — 1.5 Reference Documents/Information The following documentation was provided for our review to assist in the preparation of this Reserve Fund Study: • Architectural drawings prepared by Lawrence Doyle Architect Inc. dated Oct 5, 1998 • Building Envelope Survey by Dubas Engineering Inc. dated June 25, 2001 • Preventative Maintenance Inspection Report by EPS Westcoast dated April 2002 • Building Envelope Assessment Report by MH dated August 16, 2004 1.6 Limitations and Assumptions This report is intended for the sole use of Strata Plan LMS 4011, and must not be distributed or used by others without our knowledge. It is based on the documents and information provided to us and the findings at the time of our on- site investigation. It is a basic assumption that any correspondence, material, data, evaluations and reports furnished by others are free of latent deficiencies or inaccuracies except for apparent variances discovered during the completion of this report. Unless specifically noted in this report, no testing, verification of operation of systems, review of concealed elements, intrusive openings, opening of system components for internal inspection, detailed analysis or design calculations were conducted, nor were they within the scope of this review. Some of the findings herein are based on a random sampling visual review of the surface conditions, discussions with the Strata Council and/or their designated representatives, and review of relevant documents. Observations were made only of those areas that were readily accessible during our review. Deficiencies existing but not recorded in this report were not apparent given the level of study undertaken. Components not included have not been reviewed, and if their conditions need to be known, further study will be required. Finally, we have not undertaken a physical review of subsurface conditions or structural systems. It is possible that unexpected conditions may be encountered at the building/facility that have not been explored within the scope of this report. Should such an event occur, MH should be notified in order that we may determine if modifications to our conclusions are necessary. Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 6 In issuing this report, MH does not assume any of the duties or liabilities of the designers, builders or owners of the subject property. Owners, prospective purchasers, tenants or others who use or rely on the contents of this report do so with the understanding as to the limitations of the documents reviewed and the general visual inspection undertaken, and understand that MH cannot be held liable for damages they may suffer in respect to the purchase, ownership, or use of the subject property. Professional judgment was exercised in gathering and analyzing the information obtained and in the formulation of the conclusions. Like all professional persons rendering advice, we do not act as insurers of the conclusions we reach, but we commit ourselves to care and competence in reaching those conclusions. No other warranties, either expressed or implied, are made. 1.7 General Facility Description The Panorama complex is located at 12148 —12150, 224 Street, Maple Ridge, B.C. It is a 10 -storey residential tower with a one -storey activity centre. It is approximately 5 years old and consists of 119 residential strata units, as well as 10 commercial strata units, on the ground floor, that form the Ridge Meadows Seniors Society (activity centre). The activity centre includes a multi-purpose hall, pool table room, kitchen facilities, dining area, woodworking hobby room, and reception area. The exterior is clad with a combination of concrete and EIFS panels with acrylic finish. Photo 1 and 2 in Appendix A give an overall view of the complex. The cladding of the tower consists of an EIFS (exterior insulation and finish system) with acrylic finish. The structural system of the tower consists of steel stud walls with concrete slabs, columns and walls. Exterior surfaces of the concrete elements has an acrylic finish to match the EIFS finish. Some residential suites have balconies and bay windows. 1.7.1 Common Elements In this draft report, MH assumes that the following building components are common elements at Panorama. • Structural Systems • Parking Areas • Exterior Walls, all components up to the back -side of the interior gypsum wall board IIH Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 7 — • • Windows, excluding the interior layer of glass • Roofing Systems. • Building Common Areas (corridors, service rooms) • Guest Suite and Superintendent's Suite • Mechanical Systems (components that serve more than one unit) • Electrical Systems (components that serve more than one unit) • Elevators • Common Area Landscaping MH was provided with the assumption that the common element distribution between the commercial and residential strata is 28% and 72%, respectively. In the calculations for annual reserve fund contributions per unit, MH assumes that the commercial strata has the weight of 46 units, while the residential strata has 119 units. Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 8 — 2. PHYSICAL ANALYSIS In order to conduct a comprehensive Reserve Fund Study, a physical analysis is conducted. The first step in conducting the physical analysis is identifying the component inventory for your complex. 2.1 Component Inventory A definition of a component inventory is "... an inventory, in a reserve fund study of a corporation, of each item of the common elements and assets of the corporation that requires, or is expected to require within at least 30 years of the date of the study, major repair or replacement where the cost of replacement is not less than $500;" The $500 limit can be interpreted in two ways: • All common elements that cost at least $500 must be included in the component inventory • No item costing less than $500 is to be included in the component inventory It has been our experience that most Strata Councils choose to cover small capital expenditures out of the operating budget. Strata Plan LMS 4011 has directed MH to assume that capital expenses less than $500 will be covered out of the operating budget, and expenses greater than that amount be budgeted for in the Reserve Fund. Once the items to be included in the component inventory are defined, a visual review of each of those elements along with discussions with the Strata and/or their designated representatives are conducted in order to assess the following eight parameters for each component: 1. actual or estimated year of acquisition 2. present or estimated age 3. normal expected life 4. remaining life expectancy 5. estimated years for major repairs and replacements 6. estimated cost for major repairs and/or replacements 7. the percentage of the cost of major repairs and replacement to be covered by the reserve fund, and 8. adjusted cost resulting from the application of that percentage The above criteria are outlined in Table 1— Replacement Cost Summary, which can be found in Appendix B of this study. IIH Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 9 — 2.2 Table 1— Replacement Cost Summary Table A Reserve Fund is a fund set up in a special account for major repair and replacement of common elements and assets of the Strata. The amounts we recommend be contributed to the fund are calculated on the basis of life expectancy and expected repair and replacement costs (except where noted otherwise). The life expectancy and replacement cost information that was used for the reserve fund analysis is summarized in Table 1. The following describes the information presented in this table. Table 1 lists all the items in the Component Inventory (Appendix A), an item description, the recommended action, the normal life expectancy and the repair or replacement cost associated with the recommended action. An adjustment is made to the normal life expectancy when, in our opinion, the maintenance and/or use of an item has been such that the normal life expectancy will be notably affected (either positively or negatively). The costs identified in Table 1 represent the adjusted cost when the percentage of the cost of major repairs and replacement is applied to the complete replacement cost. For most items, 100 percent of the complete replacement cost is provided. Exceptions are where complete replacement is not anticipated (such as with structural systems), or where specific common elements are shared with another Strata. Where less than 100 percent of the total cost is allowed for, we have provided a description under Item Recommendation. 2.3 Significant Capital Expense Forecasts Our observations and comments on all of the reviewed elements are discussed in further detail in Appendix A. The following major items should be budgeted for over the next ten years, which can have a major impact on the Reserve Fund Study. • Repair of window operable seals and gaskets within this year (we understand'that these will be carried out by the Strata's own forces as a ahl \\). • Target repair of south elevation leak at crawlspace • Replacement of corroded fasteners at exterior door thresholds and grind & paint of rusted areas of door frames within 2 years • Monitor and replacement of gum -lip sealant at sloped metal roofs within two years Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 10 — • Install new parapet cap flashing and add waterproof membrane beneath the cap flashing within 2 years • Repainting of utility rooms and stairs within 5 years • Replacement of exterior sealants within 7 years • Refurbishment of lobbies and common corridors within 7 years 2.4 Further Study Required During our building condition assessment, we noted several areas where further study is required to assign more accurate repair/replacement costs. In the absence of those studies, we have provided contingencies for repairs based on our experience with similar buildings. The following studies are recommended in order to more accurately assess the funds to be budgeted for specific anticipated expenses: • Women's washroom leak investigation • Condition of the base of wall waterproofing and drainage tiles, particularly at south elevation • Confirmation of the membrane under sloped metal roof assembly • Identify membrane type in deck assemblies, prior to membrane replacement ITH Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 11 — 3. FINANCIAL ANALYSIS A visual survey of the condition of the common elements has been conducted. Based on our experience and limited visual review of the condition of the complex, an assessment of the remaining life expectancy and replacement costs (in 2005 dollars) for each of the common element components, is shown in Table 1 in Appendix B. Table 2 in Appendix B is a Detailed Cash -Flow Plan that identifies the anticipated cash- flow for each of the years in the thirty-year study period. Table 2 is generated based on the information shown in Table 1, input from the Strata, and certain assumptions as discussed below. 3.1 Input from LMS 4011 In calculating the Reserve Fund Cash -Flow Plan, we have used the following information provided by Strata Plan LMS 4011: • Current Fiscal Year 2005 from January 1, 2005 to December 31, 2005 • Present Annual Contribution to the Reserve Fund N/A • Reserve Fund Balance on December 31, 2004 $50,000 Note: The actual Reserve Fund balance has not been updated by the strata council. 3.2 Assumptions 3.2.1 Interest and Inflation Rates For the preparation of this Reserve Fund Study, we have assumed an Inflation Rate of 2.0 percent and an Interest Rate of 5.0 percent for the duration of this study. 3.2.2 Adequate Reserve Fund The Act indicates that the Reserve Fund must be adequate. However, "adequate" is not defined by the Act. Any of the sample scenarios shown below consider a Reserve Fund to be adequate where the closing balance in every year of the study is positive. The Strata Council and/or its agents may wish to direct that the Minimum Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 12 — Balance for the Reserve Fund is not to be less than $5000 for each year of the study. 3.3 Cash -Flow Calculations The Cash -Flow Calculations shown in Table 2 are discussed below. Each of the years shown in Table 2 represents the Fiscal Year of the Strata as indicated in Section 3.1 above. 3.3.1 Starting Balance The assumed Starting Balance for this Reserve Fund Study has been shown in Section 3.1 above. However, we have had no confirmation of the current balance. 3.3.2 Total Expenses Cost estimates are provided only as an indication of possible cost of remedial work. The repair or replacement costs are based on published construction cost data, recent bid prices on similar work, and information provided by the owner. More precise cost estimates would require more detailed investigation to define the scope of work. We recommend that costs for consulting services, including design, tendering and construction review, be included in the reserve fund plan. The cost for these services can vary significantly depending on the size, scope and degree of complexity of the project. For the purposes of reserve fund budgeting, we have included an allowance of 7 percent for consulting fees where we believe it is appropriate, and the GST. All costs are identified in 2005 Canadian dollars. The repairs and replacements we have forecasted in Table 2 do not represent a fixed schedule for replacements; repairs or replacements may be required sooner or later than we have anticipated. Similarly, the cost estimates we have presented can vary due to a number of reasons including changing market conditions, availability of newer materials and systems, and increased or decreased scope of work than we have identified. Review of the Tables reveals several contingencies that occur in a single year of the study period. Though these repairs and replacements will not all take place in one year, and may not be required at all, it is prudent to budget for such repairs since failure of some components is unpredictable. IIH Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 13 — All cost estimates assume that regular annual maintenance and repairs will be performed to all elements at the facility. All costs are inflated by the inflation rate identified in 3.2.1 above. 3.3.3 Interest Earned The interest earned on the Reserve Fund for each year is based on a Mid - Year Interest Calculation. It is our understanding from previous discussions with clients involved in long-term financial planning that this interest calculation is accepted for long-term financial planning. Over the 30 -year period, the calculated interest is lower than calculating Simple Interest, therefore it is a more conservative method for calculating interest. With the Mid -Year Interest Calculation, the interest earned on the Reserve Fund is calculated at the middle of the fiscal year assuming that half the expenses have been taken out of the Reserve Fund and half the annual contribution has been deposited into the Reserve Fund. Therefore, Interest is calculated as follows: Interest = Interest Rate x (Starting Balance — Expenses + Annual Contribution) 2 2 3.3.4 Annual Reserve Contribution The Annual Reserve Contribution for the first year of this study is indicated in Section 3.1 above. Future annual contributions are calculated based on the estimates of life expectancy and cost estimates, Minimum Reserve Fund Balance, and the assumptions for inflation and interest. Sample annual . contributions that would result in an adequate Reserve Fund are indicated in the Scenarios shown below. 3.3.5 Other Contribution When large expenses are anticipated in the near future and the existing Reserve Fund Balance is relatively low, increases to the annual contribution may not be sufficient. Increasing the annual contribution to an amount that can accommodate the major expenses is typically not considered a suitable funding plan since the Reserve Fund Balance often becomes relatively high for the remainder of the study period. Excess funds in a Reserve Fund cannot be used for any other •urpose excep or the ma'or re airs and en s or w ich they have • een • udgeted. In such cases, Other Contributions are considered in the Cash -Flow Plan. These contributions can be in the form of special assessments or surplus Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 14 — funds that the Board has indicated will be available from other Sources (i.e. operating budgets). 3.4 Scenario 4 We have provided various cash flow Scenarios as a result of discussions with the Strata Council on January 27, 2005. These have been documented by previous reports together with the Final Modifications outlined in Appendix C. This Scenario 4 represents a "best case scenario" and assumes that the building cladding and window systems do not suffer a premature failure. It has been acknowledged by the Strata that if the prediction of life expectancy falls short of the renewal / replacement dates and a remediation needs to be initiated, then funding will be raised through a Special Assessment of the Strata membership and the commercial area ownership. We have also deferred some items that the strata have advised they will not be implementing (e.g. B6a, B6b. At grade waterproofing costs, and ELI: Barrier free upgrade). Note after 10 years the percentage increase drops from 10% to 2%. At year 2029 we have assumed that a Special Assessment will fund the potential replacement of the exterior cladding (including interest gain until implemented in 2030). This "other contribution" will fund the shortfall in the RFS and be divided proportionally between the commercial (28%) and residential (72%) units. The actual Strata's annual contributions to the Reserve Fund Account should be established by the Strata Council. MH recommends the Reserve Fund Study to be reviewed with your accountants to ensure it meets the needs of your Reserve Fund. Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 15 — 4. SUMMARY Morrison Hershfield Limited has reviewed and assessed the reserve fund requirements of Strata Plan LMS 4011 at Maple Ridge, BC in accordance with the Scope of Services and Limitations outlined in Section 1 of this report. In general, the common elements of Panorama are in good condition. A detailed discussion of the common elements is included in Appendix A of this report. The major expenses anticipated over the next ten years include corridor and lobby refurbishment, exterior sealant replacement, and some pipe penetrations in the crawl space. The at -grade waterproofing membrane replacement has been deferred. This Reserve Fund Study presents possible funding strategies that will provide adequate funding to cover anticipated major repairs and replacements expected in the next 30 years. It has been developed based on the information provided to us by Strata Plan LMS 4011 and our review of the site. MH understands that this study will be reviewed by Property Management, the Strata Council, and the (if applicable: investment planner, auditor, accountant, etc) for the Panorama. Strata Plan LMS 4011 will indicate to MH that they will implement the contribution plan associated with Scenario 1 or 2. The Reserve Fund Study is a dynamic document that will change over time as repairs/replacements are carried out on the common elements and interest/in flation rates change. The repairs and replacements we have forecasted in Table 2 do not represent a fixed schedule for replacements; repairs or replacements may be required sooner or later than we have anticipated. Similarly, the cost estimates we have presented can vary due to a number of reasons including changing market conditions, availability of newer materials and systems, and increased or decreased scope of work than we have identified. As such, regular updates to this Reserve Fund Study are necessary to re -assess the needs of your condominium. Strata Plan LMS 4011 should complete a Reserve Fund Study Update within three years of the date of this study. This is the typical timeframe for conducting Reserve Fund Studies. However, Strata Plan LMS 4011 should consider an update if any significant changes in the condition of the common elements become apparent to the Strata or are determined by more detailed condition reviews of specific building common elements. Similarly, the Strata should also consider an update if there are any significant changes to the cash flow due to unforeseen conditions, or to incorporate the results of more detailed investigations which may indicate that significantly more, or less, funds are required than have been allowed in this study. Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC - 16 — In the past, we have found that major changes to reserve fund plans can be minimized by conducting an update every three years. If you have any questions regarding the information contained herein, please contact the undersigned. MORRISON HERSHFIELD LIMITED Alexander Chang Intern Architect, Engineer -in -Training Building Science Consultant Reviewed by: g 1 Richard F. Taylor, MRAIC Principal Comprehensive Reserve Fund Study Strata Plan LMS 4011, Maple Ridge, BC APPENDIX A: SITE CONDITIONS Comprehensive Reserve Fund Study Panorama,12148 224" Street, Maple Ridge, BC - Al — APPENDIX A - BUILDING AND SITE CONDITIONS Several site reviews were conducted at various stages of the building envelope study and reserve fund study to determine the conditions of Panorama at 12148 224`h Street, Maple Ridge, BC: Building envelope elements (walls, windows, doors, roofs and decks), and the interiors of recreation centre and residential suites 102, 307, 401, 504, 512, 806 and 809 were reviewed on June 21 and July 19, 2004 by Alexander Chang and Steve Bains of MH Common elements of the complex were reviewed on April 29, 2004 by Alexander Chang of MH and on July 19, 2004 by Terra Shimbashi of MH Mechanical and electrical elements were reviewed on May 31, 2004 by Jeff Besant of Besant and Associates Engineers Ltd. Elevator elements were reviewed on May 3, 2004 by Barry Finch of KJA Consultants Inc. BUILDING ENVELOPE A separate Building Envelope Condition Assessment report dated August 16, 2004 was conducted by MH. Information pertaining the Reserve Fund Study is incorporated in this section for reference. B1a Exterior Insulation and Finish System (EIFS) Wall Assemblies The residential tower and most of the recreational centre is clad with an EIFS wall system. An Exterior Insulating and Finish System (EIFS) is comprised of layers of cementitious coatings bonded to rigid insulation panels. The exterior wall assembly at Panorama consists of a drained EIFS assembly with cross -cavity flashing at every floor level. This drained assembly consists of a 3/8" drainage cavity that allows water to drain from the wall to the exterior, should any moisture penetrate the cladding. This assembly provides an extra line of defense in water ingress prevention and is considered good practice. MH had allocated funds for replacement of all EIFS wall and rebate windows every 30 years. Typically wall and window replacement are done at the same Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC -A2— time. Some repair to walls will likely be required due to impact damage. MH assumed that these repairs will be covered within the maintenance budget. Blb Concrete Block Walls Typically concrete block walls are assumed to last the life of the complex. However, an allowance was included for isolated repairs, refinishes, and re - caulking. B2 Exterior Sealants Maintaining the integrity of the caulked joints around the walls, windows and exterior doors is important to ensure the weathertightness of the cladding. The life expectancy of any sealed joint is dependent on several factors, including the exposure (e.g. direct sunlight), the amount of movement, and the quality of the original materials and workmanship. The range of these factors results in a wide range of realized life, from 5 to 20 years. In general, we would expect the sealants at this building to have a life expectancy of between 12 and 15 years. Prior to complete replacement, there will be a number of localized failures that will be repaired as regular maintenance. The localized failures should be repaired by cutting out the old material and installing new sealant, which is compatible with the existing sealant. Caulking over an existing sealant is an unacceptable repair, even for small areas. MH recommended sealant renewal to be conducted every 12 years. The success of any re -caulking program depends largely on surface preparation, application procedures, and installation conditions. When the re -caulking program takes place, MH recommends retaining an engineering firm to provide Specifications for the sealant joints, and to conduct periodic field review services during the repairs. MH can provide these services as required. B3 Windows and Doors The tower portion of the complex is glazed with rebate windows, window -walls, and the lower level amenities and retail units are glazed with storefront glazing. Rebate windows are thermally broken aluminium windows with casement and awning operables. Subsill membrane was found at the sill of the rebate windows, which is considered as good practice. The window wall glazing system at solarium bays consists of a combination of windows and metal panels in a metal frame assembly. Window walls are IIN Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A3 — thermally broken aluminium windows with awning operables. The window -wall glazing system spans from floor to floor. Metal panels cover the slab between floors. The storefront windows are non -thermally broken windows and are located at the lower level amenities, pool, and retail units. There were no reported problems for storefront windows. Exterior and interior doors consist of metal, wood and glazed units. There were no reported problems for doors except for minor corrosion as noted in the Building Envelope Assessment (BEA) report. a) Window Seal and Gasket Repairs From the results of the BEA, MH recommended that all window operables should be checked for good compression fit as well as window seal and gasket replacements. This will include bosun chair drops from the exterior to access window for repairs. MH had allocated a one-time inspection and repair in the reserve fund (also mentioned in the BEA). Future isolated replacements and repairs will be included in the subsequent allowance. b) Isolated Window Replacement and Repairs An allowance was budgeted for isolated replacement and repairs of window units throughout the life of the building, which included damaged glazing and failed seal units. This allowance also included the replacement of weatherstripping assuming that it will only be replaced from the interior. This item also included a contingency for minor adjustment and/or repair to the window operables (i.e., hardware, fastener tightening, compression fitting, etc.). c) Complete Window Replacement Windows typically have a lifetime of 30 years. When windows approach their service lives, seals and weatherstripping fail more frequently. As a result, air drafts, heat/cooling losses and water ingress can be significant. d) Door Refinishing and Replacements Typically metal doors last the life of the building if regularly maintained and not exposed to water. Glazed and interior doors are subject to damages. An allowance was budgeted for refinishing and replacement of doors and weatherstripping. Worn out weatherstripping does not necessarily leak in an obvious fashion (though it can result in water leakage), but the increase in heat loss (and cooling losses) and discomfort from drafis can be significant. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A4 — B4 Roofing . There are fundamentally three different roof assemblies used. The flat residential roof consists of an inverted system (roof membrane under insulation and gravel) with SBS membrane. The flat recreational centre roof consists of an inverted system with EPDM membrane. Sloped metal roofs are found at the front entrance and above the solarium bays. a) Residential Roof Replacement SBS roofs have a history of good performance and a service life expectancy of 20 to 30 years. MH assumes that the SBS roof at the residential tower roof will be in service for another 20 years before replacement. The cost assumes the majority of the existing stone ballast and pavers will be re -used. MH assumed that the maintenance of roof anchors does not fall within the reserve fund. However, an allowance was budgeted within the cost of residential roof replacement. b) Recreational Centre Roof Replacement The life span for this type of roof is approximately 20 years. However, when loosely laid EPDM roof has leakage, it is difficult to trace the source. MH assumes a budget to replace the EPDM roof with an SBS roof when the existing roof reaches its service life in another 15 years. c) Sloped Metal Roof Replacement Metal roofs and their underlying waterproof membranes typically have a service life of around 25 years. MH assumed a replacement cost for the eventual replacement of metal roofs. The gumlip sealant replacement would fall under a separate allowance. d) Replacement of Roof Gumlip Sealant An allowance was assumed for the replacement of the metal roof gumlip sealant. The exposure condition of the roof gumlip sealant is significantly higher than other sealant joints. Therefore, MH assumed that this replacement would be every 7 years. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A5 B5 Balconies and Decks Balconies are defined as exterior space that extends out from the building not located above any interior space. Decks are defined as exterior space that extends out from the building and are located above an interior space. a) Balcony Liquid -Applied Membrane Replacement The liquid applied membrane was on concrete balconies. The liquid - applied membrane at balconies is in good condition and no damages were reported. Typically liquid applied membrane lasts 20 years and isolated repairs can be easily made. The service life of the coating will depend on the quality of materials installed and workmanship. b) Deck Membrane Replacement It was assumed that the deck membrane's service life, including the concrete topping and rigid insulation, would be 25 years. Replacement cost includes removing the existing concrete topping, insulation and membrane and replacing with new. c) Balcony and Deck Handrail Replacement Balcony and deck handrails require eventual replacement after around 25 years of service life. Replacement will include mechanical fasteners. In addition, paint coating on metal railings eventually wears off and repainted coatings often need repainting every 2 years. B6 At -grade Waterproofing As documented in the Building Envelope Assessment, the at -grade waterproofing around the south elevation requires repair. However, no problems were noted at other elevations. The at -grade waterproofing consists of liquid hot -applied membrane with no reglet termination. a) Target Repair at South Elevation A one-time budget was estimated for repairs to the leak found at the south elevation crawlspace located below the exercise room. The repair will consist of excavating the landscaping and soil around the crawlspace to expose the drainage tile and waterproof membrane, replacement of the waterproof membrane, cut a new reglet and add new flashing to the base of wall, and refilling the excavation with existing soil and new landscaping. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A6 — b) Full Repair at South Elevation •A one-time budget was estimated for the eventual repair at the south elevation. This would eliminate any potential leaks at the south elevation. The repair will consist of excavating the landscaping and soil to expose the drainage tile and waterproof membrane, replacement of the waterproof membrane, cut a new reglet and add new flashing to the base of wall, and refilling the excavation with existing soil and new landscaping. c) Allowance for At -grade Repairs An allowance was budgeted for isolated repairs of failed at -grade membranes or drainage tiles throughout the perimeter of the building. Estimated isolated repair costs will be similar to the target repair noted in item B6a. BUILDING STRUCTURAL SYSTEMS A general evaluation of the building structure was performed. Our site review consisted of a visual walk-through survey of a sampling of readily accessible structural components in an attempt to identify the symptoms of structural distress (e.g., wide cracks or excessive displacement). Given that our review has been made on a random sampling basis and that structural members were generally not subjected to their full design live loads (including wind and seismic effects), this type of review is very limited in identifying hidden or latent structural defects. No signs of structural distress were noted during our review besides the cracks at concrete block walls as noted in the BEA. All structural elements are assumed to last the life of the complex. Concrete stairs, railings and guards, when properly maintained, are also assumed to last the life of the complex. Minor repairs and painting to these elements should be included in the regular maintenance budget. PARKING The parking facility consists of at -grade parking, with some parking areas under a metal roof canopy. The parking consists of asphalt paving. P1 Parking Canopy and Structure Repair and Replacement The parking canopy consists of a sloped metal roof system with concrete structures. It is assumed that the concrete structure can last the life of the building. The metal roof has an estimate life of 25 years. An allowance was Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A7 — assumed for the eventual replacement of the metal roof and isolated repairs to the concrete structure. P2 Asphalt Paving Typically asphalt paving last the life of the building. However, isolated repairs are expected if vegetation grow, soil settlement, and freeze -thaw action of water damage the paving. An allowance was assumed for contingency repairs. ARCHITECTURAL FINISHES AND BUILDING COMPONENTS A visual sampling review of the main common area interior building elements was carried out in the corridors, lobbies, ma a ema a was rooms, service areas, recreational facilities, common rooms and stairwells. These areas were generally r ewed for •conditio of architectural finishes. A visual review of the exterior landscaping elements was also carried out in the front entries and around the building. These areas were generally reviewed for conditions of assemblies. The li fe expectancy of the interior finishes will vary with the quality of installed materials and usage. MH normally anticipates the service life of carpeting and wall coverings to range between 8 to 12 years. The replacement cycle is subjective 'and should be reviewed periodically. Ala Common Corridors Common corridors include access from the elevators to each residential suite. The main lobby and elevator lobby are treated as a different item in the reserve fund study. The common corridor consists of carpet finish, some dropped ceiling panels, and walls with moulding, paint and wallpaper. A visual sampling review confirmed that the finishes are in good condition. MH has allowed for the refurbishment of all common corridor finishes every 12 years. Alb Lobby Refurbishments The lobbies consist of reception area, furniture, mirrors, artwork, mailboxes and sofa furniture. The general condition of the lobby is good, with minimal signs of aging. Many stratas typically retain an interior decorator when conducting major redecorating schemes. MH has provided an allowance for their services and a contingency to remodel and update the interior finishes in both residential and recreational areas every 12 years. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A8 — A2 Utility Room and Stair Repainting Two full height stairwells are provided to provide egress from the building in case of an emergency. These stairs are of reinforced concrete construction. The treads are provided with non -slip surface and handrails are provided on both sides. Mil has allowed for repainting of the stairwells every 10 years. Utility rooms include mechanical, electrical, storage, garbage and recycling rooms. Most of them are painted at the walls and floors. An allowance was budgeted for painting them every 10 years. A3 Public Washrooms Both washrooms at the recreational area consist of lavatories, toilets and tiled flooring and walls. An allowance was budgeted to refurbish the washroom facilities every 15 years. A4 Landscaping The landscaping of the building consists of trees, flowers and shrubs around the perimeter of the building. Most of the landscaping items, which includes annual plantings, isolated replacement of dead shrubbery, sod, or trees, lawncare services, should be covered under a maintenance budget. A small allowance was budgeted for occasional replacement of landscape items (such as benches and outdoor furniture) not included in maintenance budget. A5 Unit Pavers Unit pavers were found around the pedestrian walks at the perimeter of the building. Unit pavers occasionally need replacement and repairs. An allowance was budgeted. A6 Fences Metal chain-link fences were found around the outside perimeter of the building lot. They were in good condition during the time of review. Typically they require replacement every 15 years. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A9 — MECHANICAL SYSTEMS In general the mechanical equipment is well maintained and in good condition. There were water leakage problems noted in one of the women's washrooms on the lower level and in the crawl space. These appear to be the result of a failure of the waterproof membrane and not a result of piping leaks. This issue was noted in the Building Envelope Assessment (BEA) report. As with all buildings, some portions of the sewer, water, and storm sewer lines some are underground and therefore out of view for inspection. Normally the components (valves, pipes, etc.) will last the life of the structure without requiring repairs. However, if a repair is required, the cost can be very high because the work requires extensive excavation. Because of this, it is impossible to predict the need or magnitude of repairs for these parts of the mechanical system. Life expectancy estimates are based upon industry standards, manufacturers' infonnation and our own database. The figure given for the life expectancy is the median value. It should be noted that mechanical systems can fail at anytime for a variety of reasons including, but not limited to: manufacturing defects, improper installation, improper maintenance, electrical faults and physical damage. The pricing data presented in this report was taken from manufacturers, contractors and our own database. Mi Water and Sewer Distribution Piping Systems The water service enters the building on the P1 level. After the water meter, the domestic water piping extends to booster pumps located in a mechanical room in the parking garage. The domestic water and sewer piping should last the life of the building. A nominal pipe size ("NPS") 3 water line supplies water to the building's domestic water system and the sprinkler system. The incoming water service, fire pump and water meter are located in a lower level mechanical room. There is a NPS 6 sanitary line tied into the city sewer system at the east end of the building. The water piping appears to be in good condition where observed throughout the buildings. The piping in the meter room is properly supported, insulated and showing signs of minor surface corrosion. The supply pressure indicated 75 pounds per square inch ("psi"), which is adequate for a building of this size. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - Al0 – The drainage piping in the crawl space was noted to be in good condition. It is steel pipe, with mechanical joints proper supports and showed signs of minor surface rust. There are indications (staining on the concrete) that water has leaked into the crawl space. However, no leaks at the mechanical joints on the drainage pipes were found. In one location, it was believed that the waterproof membrane has failed causing water staining on the floor and wall of the crawl space—there are no pipes in the area of the staining. In one other area, at the western end of the crawl space, there are water stains on floor and the wall that is centred around the drainage pipe penetrations through the exterior wall. This appears to the result of the penetration leaking and not a failure of the drainage piping. M2-6 Ventilation and Exhaust Systems There is a single make-up air unit on the roof of the building residential building (Engineered Air: model number: DJ -100-0, capacity: 9500 cubic feet per minute ("CFM"), heat input: 800,000 British thermal units per hour (`BTUH")). This unit supplies the corridors of the residential area and the commercial areas on the main basement and sub -basement levels. No problems were noted with the installation of this unit. The filters were clean. The electrical and gas service to the equipment were both properly installed. In addition, although no measurements were taken, the airflow into the corridors appeared to be adequate and the ducts appeared to be clean. The roof mounted make-up air unit should last another 15 years if it is properly maintained. The gym and recreation areas have five air conditioning units, one make-up air unit and two exhaust fans. All of this equipment is in very good condition. The five Lennox air conditioning units all have gas heat (2-12 ton units, 1-10 ton unit and 2=8 ton units). The Engineered Air snake -up air unit is rated at 2000 CFM with a maximum gas input rating of 185,000 BTUH. All of these units should remain in operation for another 20 years if they are properly maintained. The 2 exhaust fans (1-1/4 HP upblast and 1-1/4 downblast) should be expected to operate for another 20 years with proper maintenance. The ventilation in the kitchen and public washrooms appeared to be adequate and there were no complaints of indoor air quality problems. It was not possible to see the condition of the exhaust fans in the washrooms or the kitchen because they were hidden behind ceilings and protective covers. This kind of equipment is expected to have an operating life of 20 years. The pricing estimates were based on the assumption of the volume of air required for ventilation. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - All — M7 Domestic Hot Water Supply There is an NPS 3 water line on the lower level that supplies the domestic water for the building. The water lines, where visible, were in good condition and should be expected to last the life of the building. The water pressure was noted to be 78 pounds per square inch (538 kilopascals), which is adequate for a building of this size. Domestic hot water was originally supplied by four gas fired hot water heaters located in a mechanical penthouse. In July 2005, we were notified that these had been replaced by the following: • Two 610,000 BTU , hot water tanks, (HW 610, by A.O. Smith, HW 610). • Two Stainless steel storage tanks (EPH 1205, 120 US gallons). The water heaters were protected from water quality problems by a sand filter on the make-up water supply. One of the problems with the water in this region is a high turbidity that causes water heaters to build up sediment, which in turn cause premature failure. The piping was insulated, properly labeled and supported. The revised water heater installation is a good choice and the water heaters will have an extended service life than the original system and should remain in operation for 15 to 20 years. Therefore, their replacement should be budgeted for that point in time. M8 Heating System The heating system consists of electric baseboards controlled with wall -mounted thermostats. No problems were noted with the heating system during our review. No major maintenance capital expenditures are anticipated for this equipment throughout the life of the building. Orig. Water Heater manufacturer: Rheen Rhudd, capacity: 85 US gallon (322 litres), maximum gas input: 399,900 BTUH (117 kilowatts)). MI Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - Al2 — ELECTRICAL SYSTEMS In general, the electrical equipment is reasonably well maintained and in good condition. Life expectancy estimates are based upon industry standards, manufacturers' information and our own database. The figure given for the life expectancy is the median value. It should be noted electrical systems can fail at anytime for a variety of reasons including, but not limited to: manufacturing defects, improper installation, improper maintenance, electrical faults and physical damage. The pricing data presented in this report was taken from manufacturers, contractors and our own database. Power Distribution and Main Electrical Room The main electrical power for the building is a 25 KV underground service that feeds a 1000 kilovolt ampere ("KVA") transfonner located in the basement level electrical room. The central distribution panel, main transformer and many of the secondary distribution panels are located in the main electrical room on the lowest level. The 1000 KVA, air cooled transformer was noted to be clean. It was also noted that the central distribution panel and secondary distribution panels were properly labeled. El Fire Alarm System The fire alarm system consists of an Edwards EST -2 addressable fire alarm control panel that receives signals from smoke detectors, heat detectors, and pull stations throughout the building. The Edwards addressable fire alarm control panel is located at the foyer of the residential portion of the building. The equipment is new and in very good condition. No major maintenance capital expenditures are expected for the fire alarm system for the next 15 years. It was noted that there was adequate coverage of smoke detectors, pull stations, bells, lights and fire extinguishers throughout the building. The cost of upgrading the fire alarm system is very much dependent upon the scale of upgrade. For the purposes of estimating the maintenance capital expenditure budget, the main panel and the detectors (or annunciators) will have to be replaced in 15 years time. The panel may very well be functional at that time; however, as with all electronic equipment, it becomes increasingly difficult to find replacement parts and therefore replacement becomes justified in an effort IIN Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A13 — to reduce down time. Smoke and heat detectors often start to cause problems by giving false alarms after 10 to 15 years of operation depending upon the operating conditions. E2 Intercom and Security The door access system uses the phone system to communicate with the suites. Since this is electronic equipment is difficult to determine if there are any problems with a visual review. Typically, as with fire alarm panels, the equipment should be expected to last 15 to 20 years and it will eventually have to be replaced because it becomes difficult to find replacement parts. The replacement cost for this system would be approximately $4,500. The system can be expected to remain in service for another 15 to 20 years. ELEVATORS KJA Consultants provided MH with an Elevator Inspection Report regarding the anticipated reserve fund items and maintenance issues for the elevators at this building. As long as a comprehensive full coverage elevator maintenance agreement is in place at this site, and as long as proper preventative maintenance is provided by the contractor, the building owner will only be expected to incur the following required costs due to equipment repair or replacement during the next 30 years, and the existing level of elevator service should be maintainable during this period. ELI. Optional Barrier -Free Upgrade A verbal announcement of the floor at which the car has stopped and its fiiture direction might be considered as an additional Barrier -Free feature. We estimate the cost of this to be approximately $2,000 per elevator. EL2-3 Cab Finish Repairs & Upgrade We estimate $2,500 per elevator every 5 years for repairs to cab finishes. The cab finishes would likely require upgrading after 30 years of service, although it would more likely be due to preference for improving the aesthetic qualities of the installation than an absolute necessity. We estimate the cost for this to be approximately $25,000 per elevator. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A14 — EL4 Allowance for Parts Obsolescence The maintenance contract which was provided to us for review includes a clause which requires the Owner to pay the cost of replacing with an equivalent part if the original part "is no longer available from the usual recommended sources due to obsolescence". The difficulty with this clause is that it is open to mixed interpretations. There has been a case in BC in which the courts decided that the owner had to pay for replacing a worn traction sheave. We would normally expect that a traction sheave would never become obsolete but it is apparent that others might view it differently. In effect, this clause in the maintenance contract leaves the owner open to unknown costs since the same reasoning could apply to almost any elevator component. We cannot, therefore, do more than guess at what might happen as a consequence of this clause in the contract. We have, however, added a Reserve of $7,000 per elevator every 5 years, commencing in 10 years, as an estimate to cover this issue. We suggest that this clause and, in fact, this specification should not beused as a basis for any future contract. EL5 Major Control Modernization Despite the complete cost coverage provided by a "full maintenance" contract, over time some components will require modernization because repair parts will eventually no longer be readily available. This will result in some delays and difficulties in implementing a proper maintenance program. Thus, in order to ensure that reliable elevator service continues to be provided, modernization of the elevators will likely be required in approximately 20-25 years. The scope of work would include replacement of the present microprocessor -based controllers with whatever are the state-of-the-art microprocessor -based controllers at that time, new closed-loop door operators and some refurbishing of the geared machines and hoistway equipment. The existing solid-state V V VF (variable -voltage variable -frequency) drives would either be retained and reused or replaced, probably depending on whichever is most economical for the modernizing contractor's package rather than advances in drive technology or parts unavailability. We estimate that the cost for the modernization would be in the area of $100,000 to $120,000 per elevator. PROFESSIONAL SERVICES Cl Reserve Fund Study Updates The Reserve Fund Study is a dynamic document, which will change over time as repairs/replacements are carried out on the common elements and interest/inflation rates change. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - Al 5 — Stratas should complete a Reserve Fund Study Update every three years. from the date of this study. This is the typical minimum timeframe for conducting Reserve Fund Studies. MH has found that major changes to reserve fund plans can be minimized by conducting an update every three to five years. For the purposes of reserve fund budgeting, we have allowed for a Reserve Fund Study Update every three years. C2 Building Envelope Assessments MH recommends a routine Building Envelope Assessment to be conducted every 5 years to regularly review the conditions of the building envelope. This will confirm the condition and performance of existing building envelope elements and recommend repairs as required. This will also enable the Strata to identify any early symptoms of water ingress and minimize the potential water -related damages. OTHER ISSUES - MECHANICAL/ELECTRICAL SYSTEMS Several maintenance issues, upgrades, and items were identified during the site review of mechanical and electrical systems. Although they do not form part of the Reserve Fund Study in terms of costing, they are noted here for the Strata's information: 1) Ventilation and Exhaust Systems It was noted there was a potential noise problem resulting from the close proximity of the roof top units above the recreation area and the suites on the western side of the residential tower. With the existing set-up, the air conditioning units are directly exposed to the operable windows in the residential block. This would mean that during the summertime and typically at night, noise from the air conditioning units would exceed the background or ambient noise levels. We enquired about this condition during our site visit but no one had any complaints. Nevertheless, it may be a concern for some of the residents depending on the hours of operation of the recreation portion of the building (i.e., if the units operate between 11:00 pm and 7:00 am). There are several noise mitigation measures that can be considered including modifying the equipment and by erecting a proper noise barrier around the equipment. (A proper noise barrier consists of a solid fence with a minimum density of 20 kg per square meter (or approximately 75 mm of wood thick) and of sufficient height to limit line -of - site exposure to the units from the windows on the lower floor of the eastern end Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - Al6 — of the residential block). If there are concerns about noise, solutions 'require further investigation. 2) Gas Lines Where visible the gas lines appeared to be properly supported and properly marked. They should last the life of the building. 3) Fire Suppression Systems The building is completely sprinklered. The piping was typically rolled grooved steel pipe. Where visible, all the piping was properly installed, supported and in good condition. According to the tags, the fire suppression is inspected annually. No major upgrades are anticipated for this system throughout the life of the building. 4) Power Distribution and Main Electrical Room The one deficiency noted was that it would have been helpful to display a single line of the electrical system on the wall of the electrical room. This is helpful for contractors, however if drawings are available then it is not absolutely necessary. It is recommended that main electrical distribution equipment be cleaned and scanned every 2 or 3 years. Infrared scans tell if the terminations are sound. The cost of cleaning up the main electrical room and performing the infrared scan should be about $3,000. 5) Lighting The lighting throughout the buildings was typically comprised of T-8 fluorescent fixtures (rated life between 12,000 and 20,000 hours) and compact fluorescents ("CFL") (rated life >10,000 hours) in wall sconces. These lights are efficient and, provided they are used appropriately (i.e., are turned only when necessary), will keep energy costs at minimum. That said, there are more efficient light fixtures and approaches to lighting, which could be considered as retrofit options when the existing lights are nearing the end of their operating life. However, we do not recommend any significant upgrades to the interior lighting system at this time. The exterior lights were off during our review. The high intensity mercury vapour lights used around the property appeared to be functional. This kind of lamp typically has a rated life of about 3 years (or 24,000 hours). These lights are efficient and produce high light levels. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A17 — 6) Standby Generator There is a standby generator that provides emergency power for the lights, fire systems and elevators. It is run monthly according to the comments of the • building support staff. We did not find the logbook during our review. There were no problems noted with the installation based on our visual review. It is important with this kind of equipment to nm it on a monthly basis and to ensure that the equipment is run under load on a semi-annual basis. OTHER ISSUES - ELEVATORS The inspection summary and a list of maintenance items were identified during the site review of the elevator systems. Although they do not form part of the Reserve Fund Study in terms of costing, they are noted here for the Strata's information: 1) Inspection Summary On May 3rd KJA Consultants conducted a Due Diligence inspection of the group of two offset traction elevators at "The Panorama", 12148 224th Street (LMS - 4011), Maple Ridge, B.C. The purpose of the inspection was to check the general condition and operation of the equipment and note required or recommended upgrades requiring capital outlays. The inspection did not include testing and verification of the safety devices, as they are covered under the jurisdiction of the governing authorities. The equipment consists of a group of two offset traction passenger elevators, manufactured by Thyssen -Northern Elevator in late 1999 and currently maintained by Thyssen -Dover Elevator. The up -thrust on the traction sheave is contained within the machine steel, which is mounted on the hoistway wall exterior and the overhead sheave beams approximately 12 feet to 16 feet above the highest floor served. The major equipment such as controllers and machines appears to be in good condition. The controllers are microprocessor -based and are a standard Thyssen product, manufactured by their Northern Elevator subsidiary. The WVF drive installed in the controller, Magnetek HPV900, is a very common generic drive and not specific to this controller. The hoistways are dry and rust -free. There is minimal surface wear of the hoist ropes, the diameters are acceptable and we see no wire breaks in sampled sections. However, there is "rouge" in the valleys between strands, especially for 1 Comprehensive Reserve Fund Study Panorama, 12148 224"' Street, Maple Ridge, BC - A1$ — car 1, which indicates wear of the wires inside the rope. Normal hoist'rope life is between 20 and 35 years. The "rouge" indicates that these will likely have a relatively short life. The contractor decides when replacement is required based on criteria set out in the B44 Code. Hoist rope replacement is covered by the maintenance contract which was provided to us for review, as is typical for an elevator "full maintenance" contract, so we have not allocated any Reserve Fund costs to this. The typical cost would be about $7,000 to $9,000 per elevator and sometimes a contractor assuming an installation will require prorating the cost, so this would be a consideration if thought were ever given to changing contractors in future years. All repairs except replacement of obsolete parts, door finishes, entrance frames, sills, cab finishes and damage caused by vandalism, Acts of God or events beyond the control of the contractor, such as machine room temperature above 30 degrees Celsius or supply voltage variation, are covered by the maintenance contract which was provided to us for review, as is typical for an elevator "full maintenance" contract. The cab interiors are in extremely good condition and might be expected to remain so for a considerable time since this is an installation where vandalism is probably minimal or nonexistent. The fixtures and operation comply with the Barrier -Free design requirements as listed in Appendix E of the B44 Elevator Code prior to June 2003 in B.C. except that they do not have arrival gongs, but there have been some recent changes to this Appendix, which is not a mandatory part of the Standard. The new items with which they do not comply are that the highest call button is now 1'h inches too high and verbal announcement of the floor when stopping is now required. According to the contractor's Log in the machine room there have been four callbacks this year, which is slightly higher than the industry average of four callbacks per car per year. All callbacks were for car 2. However, Building Operations have stated that there were considerably more than four callbacks this year and, specifically, that a high level of problems with car 2 has been occurring for years. This appears to be a case in which more diagnostic effort is required, which is a maintenance issue, since many of these controllers have been installed and they do not all have a high level of problems. We note that the undated callback for car 2 in the machine room Log between March 23, 2004 and April 30, 2004 indicates that Ul, D1 and BR1 relays were changed, while the callback for car 2 on April 30, 2004 indicates that FSP and FSPX relays were changed. It seems most unlikely that these 5 relays failed and more likely that the diagnostic fault codes available with this controller are not being successfully used to pinpoint the problem or problems. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A19 — Both elevators are running at about 14 percent below their rated speed, which is rather strange and appears to suggest that an incorrect parameter has been set in the controllers. This must be corrected. If there is some problem that prevents these offset traction elevators running at their rated speed, then this is an issue which must be resolved. This is a proprietary controller, which requires a special tool (the MAP unit) to be plugged -in to perform certain maintenance tasks. Also, it is likely that a code must be entered into the controller periodically or it will cease to function, ostensibly to ensure that maintenance is being performed periodically. For these reasons, it is unlikely that another maintenance contractor would be willing to maintain it. "TERMS AND CONDITIONS" clause 5.2.(b) of the maintenance contract which was provided to us for review excludes the making of tests as may be required by government authorities. The Owner is required by legislation to ensure that maintenance is carried out in accordance with section c8.6.12 of the B44-00 Code. Since the current inaintenance contractor is the manufacturer of the equipment, section c8.6.12 of the B44-00 Code requires them to do tests at their own recommended intervals. If they have not established recommended intervals, then the safeties must be tested and the governor spin -tested annually (and entered in the Log) and there are other tests every 5 years. We recommend that the Owner request a change to this clause when the contract is renewed in January 2005 to clarify that compliance with section c8.6.12 of the B44-00 Code is included in the contract. On the assumption that this will be incorporated in the contract, because it seems such a natural part of any elevator maintenance contract, we have not included any Reserve for making the periodic tests. Otherwise, out estimated cost would have been approximately $400 to $600 per elevator per year. The vibration of the hoist ropes of car 1 between the two overhead sheaves is of some concern to us because it might lead to a higher rate of wear on the ropes and possibly the sheaves. We have listed it as a maintenance item below and we recommend that the Owner ensure that it is addressed. Our assumption is that this is not an inherent design problem, at least not to this extent, because it is far more noticeable for car 1 than for car 2 although they both have the same roping arrangement. 2) Maintenance Items While a detailed maintenance audit was not performed, we did notice the following maintenance deficiencies. We recommend that you forward these to the contractor for corrective action. Comprehensive Reserve Fund Study Panorama, 12148 224th Street, Maple Ridge, BC - A20 — a. The door detector of car 2 does not work properly. It only works correctly when the door is open and if interrupted before the door is half-closed. If the beam is interrupted after the door is half-closed, with 21 inches of opening remaining, it generally does not reopen the closing door until the door is stopped by manual force. It should instantly reopen the closing door whenever the beam is interrupted until the door is essentially closed. This is a safety-related problem and we relayed it immediately to the maintenance contractor by email because many of the residents in this retirement home have some mobility impairment. b. Both elevators are running at 1.51 metres per second in both directions. The equipment should be adjusted so that the elevators travel within 1.5 percent of the rated speed of 1.75 metres per second. c. The hoist ropes of car 1 are vibrating between the two overhead sheaves and a constant noise of 67 decibels heard in the cab of car 1 is probably from this vibration. The contractor should check rope tension equalization and any other possible causes of this vibration, which is more for car 1 than for car 2. There is somewhat more "rouge" in the valleys between strands for car 1 than for car 2, which leads to some concern that this vibration might possibly be increasing the rate of intemal rope wear. APPENDIX B: TABLES 1, 2, 3 AND 4 TABLE 1 SCENARIO 4 REPLACEMENT COST SUMMARY O L. 0 0 c N. P4 N O 7,5 o U E2 0 O 0 69 8 b9 0 I1 1 0 69 O 0 69 0 0 G 69 O 0 a 0 O O 59 0 O N O O O 07 O DO 0 d N N M r'1 .N. L7 N 6 — 00 1,4 ry DO 0 N N 00 CV 0 0 0) 131) 0) d V1 0 M 0 ,r1 0 v') n V1 0 u') 1r1 N nir vt V') N 00 N V1 N sn V1 0 7 0 as 00 N O ) C 0 •0 .0 ,.- CO 0° C i.•T j 4. Q) tl y 0 0 .O E V0 o V) % co co — 0 4. 4. U . O O 0 0 O 0 '0 c C 1 N ' R i 0. 44 CJ w y C f0 0 0 C 3 y o C a) LL a c c' 0 0 m v c qc 8vo0.o.s ✓ ca t r G W E ) u c 09 ,. 0 3 w ` �° c . ,;; vi til O 8 C A a :B v; o ,. 'o • :.F a u 3 0 Check window operabl compression fit. Repla broken gaskets and sea Includes bosun chair di Contingency for the rel sealed window units e' For complete window including metal panels cvetam w N 'O 0 U C a ori) ::.° .ue •0. o •c 0 V to v A c 0)) o :O N oa • o c u 2 o 0 o w c oo u '' E v) v q N 0) E o c u ai 2 0 o E }o O) E o . u e 0 0 0 L y .o 5 d a. E 3 0 d a L' 'O •> _ Q o e 0) 8 .c V C :•_ N .0 a ,°'. o 2 o a :: c u u u E x E cui o _0 i° o C o • CO ie p...o d 2 3 U' 3 ,ca y Q .5 3 d -111 d d 3 d E d S 3 oG _o cA 0 H a .N y Exterior Sealants Windows Windows Doors IwVa Roof Balconies and Decks Balconies and Decks Balconies and Decks At -grade 0 3 3 c 3 0 0 a O ae 0 r •zc C1 .0 CA ry q al 00 q .0 r1 P] 0 M Cq ^e3 CO CO 0 .0 a'A 0 m v p} 0) m W .0 U m 0 (11 U cr) N E r 0 V) O 0 U O Eo 0 0 d C. O; d 3 E 0 0) E d E_ 0) 01) Q c v 0) 0.3 C .4U 6) 0. x La 0 &0 a 00 C) ' v7 rel w r 00 N 0 1 a0 g 0 0 21) 69 N w 4 M 0O rA00 o T m rry r - (r, 0 S H d 0 '1 0 0 EA C) 4 w • len a Cr) 00 w 0 r P W 0 0 Q 10 429 0 rV 0 v d 00 4 M tre a G N C, N Lrl N N h cr v N 40i DI v 6 N 0 N v1 ' or▪ a 111 a ob C 20 0. .O0 0. 44 00 L O W c0) 0 N m a :41; C 5 R 'o R N O. C > N O C •• w 6. 0 au 0 C >y •d 0 a0 T C o = 0• vi a 3 C 4 40 c Q. 0 it; 77 > C O 00 C N N O EIC, >, O 04 3 O co 0 0 00 E O 0 N 0 i U 400 .D an. :7_ 0 .0 0 L.= F 7 0 (11 on '0. 0 v 20 0 O e N y 2 0 a 0. 00 L r. w .p O E a0 20 0" b 3 a O i O yyL 5 d 40 ate) 0 O G 5 • o 1' cu ea A 0 o d a �C h O N N •`0 0 O 0 N 7 00 c 0 v 0 C.! 0 0) L R O . 0. C44) e* O N N C 40 4) 0 O W O O 0 w X d V 0. r-4 d w 00 et 0 co 0 n 0 0 0 0 .0 en 0 0 r 3 U ra 2 2 31-3 0 0 0 R 69 p 4 o 69 69 ,ri 69 4 0 N 0 8 69 4 0 0 6J H epi Mrn 0 r1 r 12 E o 0 F 04 0, 0 N 0, 01 01 a) 00 v N 0 Lei 0 41 01 V) 0 b w o O N N C N = a. • 3 O d o c U E O a � y NO tg Q! 0 ,W 0 0, O i/1 rI CO F CO U 4 a. CA tG ea s 0 s w w M For a Reserve Fund Study Update w _ h U ti TABLE 2 & 3 SCENARIO 4 THIRTY-YEAR DETAILED CASH-FLOW. PLAN 5 11 mkgNdgn akka rtxt2$ RE F 411P1z RufR $8 Eiz2 R itil 14 rtg .4 Ma Ell WTI .5 NUR n IT 1'1 5531 1 b2 Rio= 6 r pi 5 d a 5 d g S. "a 'fit a A t R a ga z"$ a .t $ $ ' 9 - r3 ffi- v $1 111MinnliiinilhOillith #�. at the top of Table 2. E O a. N _� M C 1 U _0 3 O O U O 1 U •o c0 c O o CO i 1— Contribution At Inflation = 3.0% and Interest = 5.0% I'a1/4Th. 11 ti IkN s 1/45_ 1/41/4.23_3_"1/4.. 1. 1"4. 1. -in N.�-% S1. -ti tiz ,. Maw k� ti<1/44. t •. t1. +25... a '�3�'ti 1<T1/4-y.'S1/4. 1 Ts. " +4'e % - '5 N. �. ¶_ tit '. - r -6- '1/4 3 1/4. 'a to l 1. 1 4 s •s h a'!`'. 'i 'y _l. k a i '.a a '711/4, i- a_ "1/4 'A •F. ['...'4+.4,.� ����1/41/4. `hNt'ii71_1.31,a 1 •'ami -1/4 4, 1. 1- S z i 1 1= 4 a 1. . "h 6 ''_ F `h '\ N. i ti 4. (t 4,4,4,'54,'4,4,'4-4-. �'n �.. '. ' 14-'5 - •. a_ •1. L +. b ' ... 56 co. N O 0 O 0 N O - er W3 d3 000`'X$ O co Efl 0 d9 O to RT panorama_rfs_spreadsheets_Oct7_sc4.xls c O. TABLE 4 SCENARIO 4 RESERVE FUND SUMMARY Summary of Reserve Fund Study for Panorama Cash Flow Table October 31, 2005 Scenario 4 Assumed Interest Rate Assumed Inflation Rate Reserve Fund Balance at Start of 2005 Minimum Reserve Fund Balance 5.0% 3.0% 151,823 123,488 Year Opening Balance Annual Contribution* Percent Increase over Previous Year Other Contribution Estimated Future Inflated Expenditures Projected Interest Earned Closing Balance 2005 151,823 46,780 81,830 6,715 123,488 2006 123,488 51,458 10.0% 3,090 7,384 179,239 2007 179,239 56,604 10.0% 22,279 9,820 223,384 2008 223,384 62,264 10.0% 3,278 12,644 295,014 2009 295,014 68,491 10.0% 4,502 16,350 375,353 2010 375,353 75,340 10.0% 39,717 19,658 430,635 2011 430,635 82,874 10.0% 4,776 23,484 532,216 2012 532,216 91,161 10.0% 28,890 652,267 2013 652,267 100,277 10.0% 48,137 33,917 738,324 2014 738,324 110,305 10.0% 5,219 39,543 882,953 2015 882,953 121,335 10.0% 566,824 33,010 470,475 2016 470,475 124,975 3.0% 26,648 622,098 2017 622,098 128,725 3.0% 9,980 34,074 774,916 2018 774,916 132,586 3.0% 4,406 41,950 945,047 2019 945,047 136,564 3.0% 93,130 48,338 1,036,819 2020 1,036,819 140,661 3.0% 247,343 49,174 979,311 . 2021 979,311 144,881 3.0% 12,838 52,267 1,163,620 2022 1,163,620 149,227 3.0% 61,912 1,374,759 2023 1,374,759 153,704 3.0% 64,692 70,963 1,534,734 2024 1,534,734 158,315 3.0% 80,695 1,773,743 2025 1,773,743 163,064 3.0% 1,317,125 59,836 679,519 2026 679,519 167,956 3.0% 38,175 885,650 2027 885,650 172,995 3.0% 7,664 48,416 1,099,397 2028 1,099,397 178,185 3.0% 13,815 59,079 1,322,845 2029 1,322,845 183,530 3.0% 14,230 70,375 1,562,521 2030 1,562,521 189,036 3.0% 1,634,787 41,982 158,753 2031 158,753 194,707 3.0% 181,962 8,256 179,754 2032 179,754 200,549 3.0% 22,213 13,446 371,536 2033 371,536 206,565 3.0% 86,941 21,567 512,728 2034 , 512,728 i 212,762 3.0% 410,632 20,690 335,548 * The term "annual contribution" refers to the amount contributed each year to the reserve fund from the monthly expenses. K:\proj\5042014RT panorama_rfs spreadsheets_Octl sc4.xls APPENDIX C: MODIFICATIONS TO DRAFT REPORT A draft report for the Reserve Fund Study for LMS 4011 was submitted on November 1, 2004. A meeting was convened on January 28, 2005 with members of the Strata Council, Mike Murray from City of Maple Ridge and Richard Taylor from Morrison Hershfield. The purpose of the meeting was to respond to the Strata's Questions and comments dated January 27, 2005. The following changes to the draft report were requested by the Strata Council and Mr. Mike Murray (City of Maple Ridge), and are included in this final report: • Reduce Inflation rate to 1.7%, instead of the draft rate of 3.0 percent • Test alternate cash flow scenarios, with increasing contribution of 10% for first 10 to 15 years. • Prepare a Cash Flow contribution based on a "best case scenario" where it is assumed that the exterior cladding does not suffer premature failure/damage. If the exterior cladding requires replacing or repairing prior to 30 year period this will be funded through a Special Assessment. An additional meeting was convened on July 6, 2005 at City of Maple Ridge offices with Mike Murray (City), Rod Saxon and Ed Queijsen from the strata and Richard Taylor from Morrison Hershfield. The following decisions were presented by the strata for MH to incorporate into the final draft "Scenario 4". 1. Window seal repairs would be done as maintenance by "handyman labour". 2. MH was instructed to use a 72% Residential to 28% Commercial split. 3. Inflation rate of 3% and Interest rate of 5% to be utilized. 4. Balcony railings were instructed by the Strata to be considered a "special assessment items" same as the wall and window replacement costs allowed at 25%. 5. Washroom renovations and upgrade were to be omitted from the RFS. 6. The elevator modernization was instructed by the Strata to be omitted. 7. Exterior landscaping elements were instructed to be omitted and would be carried as operational costs. 8. Costs for the waterproof sealing of the crawl space to be adjusted to the revised "short-term repair plan." The above changes to be incorporated into the Scenario 4, cash flow/contribution plan. Page 17 SCHEDULE "C" Section 10.1 [Assignment Agreement - available upon request] I:\2200 Legal Matters\2380 Leases\RMSS\RMSS Lease 2009.doc MAPLE RIDGE British C,iumbla 4 1 • Deep Roots Greater Heights TO: FROM: District of Maple Ridge His Worship Mayor Ernie Daykin DATE: January 28, 2009 and Members of Council FILE NO: Chief Administrative Officer ATTN: C.O.W. SUBJECT: THE MAPLE RIDGE/PITT MEADOWS ARTS COUNCIL FEE FOR SERVICE AGREEMENT, ART GALLERY AGREEMENT, AND FACILITY LEASE EXECUTIVE SUMMARY: The attached fee for service agreements and facility lease are renewals that include recommended changes to existing fee for service and lease agreements between the Maple Ridge and Pitt Meadows Parks and Leisure Services Commission and the Maple Ridge Pitt Meadows Arts Council (MRPMAC). The Parks and Leisure Services Commission has already authorized approval of the operating agreement. Council must approve the lease agreement. RECOMMENDATION: That the Corporate Officer be authorized to execute the Maple Ridge -Pitt Meadows Community Arts Council Lease Agreement for 2009 to 2011. DISCUSSION: a) Background Context: MRPMAC has provided excellent service to the citizens of Maple Ridge and Pitt Meadows for many years. They have done an excellent job in managing the Maple Ridge Arts Centre Theater as well as providing arts and crafts program in many locations through out Maple Ridge and Pitt Meadows. The Maple Ridge Pitt Meadows Arts Council has met or exceeded all the obligations under their current fee for service agreement and facility lease with the Commission and the District of Maple Ridge. b) Desired Outcome: Service Area Goal: Arts - ACT Operation "Giving the arts a proper home" - responding to community needs through operation of the Maple Ridge Arts Centre Theatre and Art Gallery. a.) Arts and cultural programs that foster creative expression and skill development through a fee for service agreement. 1153 Service Goal Area: Community Development - Support Community Groups To promote independence and a sense of responsibility for the delivery of leisure services by community groups. (Community Relations, Save & Livable Community) b.) Develop community capacity through training for volunteers and community groups. c) Strategic Alignments: The following statements appear in the two Municipal Strategic Plans: 1.) In partnership with community groups, assist in the provision of leisure and cultural services to ensure access by all citizens. 2) Strive for enhanced service levels, quality of life and independence by citizens and community organizations in the delivery of leisure services and other municipal services through community development. 3) Identify and promote the use of partnerships with public agencies; not for profit; community groups; and, volunteers to provide local government and community services in a cost efficient and cost effective manner. 4) Provide high quality services to our citizens in a cost effective and efficient manner. d) Citizen/Customer Implications: The Maple Ridge Pitt Meadows Arts Council has provided excellent service to the citizens of Maple Ridge and Pitt Meadows for a number of years and has done an excellent job in managing the Maple Ridge Arts Centre and Theater and the Art Gallery. e) Business Plan/Financial Implications: At the time of business planning negotiations with the Arts Council were in process but not concluded. The group asked for a $50,000 increase in funding beyond inflation and were advised the Commission could not accommodate that amount. Their request was based on having fallen further behind due to inflationary cost increases each year during the previous three year agreement, which proved to be accurate since the Commission's contribution only amounts to 37% of their total budget and other revenues have not kept pace. In the first year of the new operating agreement the increase is approximately 50% of the requested amount. All but $2000 of that amount was anticipated within the business plan. Further increases beyond what was previously anticipated in the business plan were finally negotiated in the amount of $8,000 in 2010 and $15,000 in 2011. Although the business plan did account for the majority of the cost increases over the three years of the agreement some amendments to the District's financial plan bylaw will be needed to match the final outcome of the negotiations (reflected above). Given the minimal amounts involved and the overall cost effectiveness of the agreement the adjustments are recommended. f) Policy Implications: This agreement is consistent with, and meets all the obligations under the Commission's policies on insurance coverage; partnership agreements, leases and fee for service proposals. See the Maple Ridge and Pitt Meadows Parks and Leisure Services Commission and the District of Maple Ridge Policy Manuals. g) Alternatives: To develop a partnership with other organizations or hire Municipal staff to operate the Arts Centre and Theater and Art Gallery. (Not recommended) CONCLUSIONS: The adjustments to the agreements and lease will permit the Maple Ridge Pitt Meadows Arts Council to address some issues that they have with respect to the need for increased operational funding for the Arts Centre. However, difficult operational decisions will still need to be made by the Arts Council in order to meet their internal budget constraints for the Art Gallery. Prepared by: Shelley Jorde, Recreation Manager, Community Connections Approved by: Mike Murray, General Manager, Community Development Parks & Recreation Services f ; � Approved by: haul Gill,' ener'dI Manager, Corporate andEinance Concurrence: J.L. (Jim) Rule Chief.Administrative Officer SJ:ik ARTS CENTRE AND CULTURAL SERVICES OPERATING AGREEMENT THIS AGREEMENT made as of the 1st day of January, 2009 BETWEEN: THE MAPLE RIDGE AND PITT MEADOWS PARKS AND LEISURE SERVICES COMMISSION, a Commission established by the Municipalities of Maple Ridge and Pitt Meadows in accordance with Section 176 of the Local Government Act, R.S.B.C., 1996, chapter 323 and amendments thereto, having its offices at 11995 Haney Place, Maple Ridge, B.C. V2X 6G2 (the "Commission") AND: OF THE FIRST PART THE MAPLE RIDGE PITT MEADOWS ARTS COUNCIL, a Society duly incorporated under the Societies Act of the Province of British Columbia, having an office at 11944 Haney Place, Maple Ridge, B.C. (the "Society") AND: OF THE SECOND PART THE CORPORATION OF THE DISTRICT OF MAPLE RIDGE, a District Municipality incorporated in 1874 under the laws of the Province of British Columbia, having it offices at 11925 Haney Place, Maple Ridge, B.C. V2X 6G2 (the "District") WHEREAS: OF THE THIRD PART A. The Commission, the Society and the District desire to provide for the co-ordination and provision of visual and performing arts opportunities for the benefit of the residents of the District and the District of Pitt Meadows and to provide for the operation of an arts centre in the District all as particularized in Part II of this Agreement (the "Services"); B. The Society requires premises from which it can operate and provide the services, and the District is willing to continue to lease to the Society, Maple Ridge Arts Centre and Theatre (the "Arts Centre") for such purposes; C. The Commission is prepared to pay the Society for providing the Services and for operating the Arts Centre; I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc 2 NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein and of other good or valuable consideration provided for herein (the receipt and sufficiency whereof is hereby acknowledged by each of the parties), the parties hereto agree as follows: PART I LEASE Grant The District as owner of the Arts Centre will grant a Lease to the Society of the Arts Centre for a term of three years commencing the 1st day of January 2009, for a base rent of Eighty Thousand Dollars ($80,000.00) plus GST per annum payable as provided in the Lease, upon and subject to all the covenants, terms and conditions set out in Schedule "A" hereto (the "Lease") and as set out in Part 1 of this Agreement. Cross Default 2. Without limiting any terms of the Lease, if and whenever the Society is in default of any of its covenants and agreements in Part II or Part III of this Agreement whether to the District or the Commission, such default may be treated by the District at its sole and unfettered discretion to be a default by the Society under the Lease, and the District may exercise all its rights and remedies for default pursuant to the Lease including, without limitation, termination and re-entry. License 3. The District grants to the Society a non-exclusive license, appurtenant to the Lease to use subject to the same terms and conditions (including parking fees) and in common with other licensees of the District, parking areas designated by the District for staff, volunteers, and patrons of the Society. Termination 4, In addition to any terms of the Lease, termination of this Agreement whether by notice, effluxion of time or by operation of law shall operate as a termination of the Lease. PART II FEE FOR SERVICES Service Fees 5. The Commission agrees to pay to the Society the following fees (the "Service Fees") for provision of the Services: (a) [deleted] ; (b) [deleted] (c) Fourty-Eight Thousand, Two Hundred and Fourty-Two ($48,242.00) on the first day of each month commencing on January 1, 2009. Fifty Thousand, One Hundred and Seventy -Two Dollars ($50,172.00) on the first day of each month commencing on January 1, 2010. Fifty -Two Thousand, One Hundred and Seventy -Nine Dollars ($52,179.00) commencing on the first day of each month on January 1, 2011. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc 3 (d) [deleted] all of which Service Fees shall be subject to set off and deduction of any amounts paid by the Commission under this Agreement on behalf of the Society, and of any amounts owed by the Society to the Commission. Conditional Entitlement 6. The obligation of the Commission to pay Service Fees in any year is subject to the establishment of the Commission's annual budget by the District and the City of Pitt Meadows. The Commission shall budget for the Service Fees; however, it is understood and acknowledged that if the Service Fees budgeted by the Commission are reduced, the Commission and the Society agree to review and proportionally reduce the level of the Services to be provided by the Society under this Agreement. Commission's Covenants 7. The Commission agrees: (a) to assign a staff liaison to the Society who shall attend the meetings of the Board of Directors of the Society and the general meetings of the Society as a non-voting observer for the purpose of facilitating communication between the Commission and the Society; (b) the staff liaison assigned pursuant to S. 7(a) shall be the manager of this Agreement on behalf of the Commission; (c) to provide to the Society advertising space in its "Arts and Recreation Guide" equivalent to the space customarily provided for visual and performing arts activities in past issues of the Brochure and such other space as may become available as determined by the Commission; and to do its utmost to promote and publicise the arts services through the distribution of the said brochure and any other means available. (d) to accept registrations for the activities described in paragraph 8(a) and in accordance with the policies and procedures described in paragraph 8(h) and to remit such registration fees to the Society within one week of the financial statement for each four week period for the previous month's receipts less any amounts which have been pre -authorized by the Society for credit card and debit card bank charges, office supplies, mailing and copying, facility rental fees, and refund fees, such expenses to be itemized and forwarded in written form as an invoice. (e) to provide access to Municipal Parks and Leisure Services Facilities other than the Arts Centre in accordance with current booking and scheduling policies and procedures, and to charge the Society for such use in accordance with the current fees and charges policy, noting that the Society shall be classified as a non-profit recreational group warranting the subsidies for facility rental contained in that policy for such groups. 7A. The Commission may, at its sole discretion, establish, from time -to -time for limited periods, or at its pleasure, an Arts Centre Business Advisory Committee and may appoint such members to such Committee as it deems desirable. Any Committee established under this I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc 4 S. 7A will function in accordance with the terms of reference attached to this Agreement as Schedule B, and in accordance with any other conditions and terms of reference determined by the Commission from time -to -time. Services 8. The Society covenants and agrees with the Commission and with the District to provide Services as follows: (a) to manage and operate the Arts Centre Theatre in accordance with this Agreement, the Maple Ridge Art Gallery Agreement and the Lease; (b) to coordinate the arts activities functioning primarily within the Commission's area of jurisdiction, within the limits of available resources by encouraging the involvement or arts groups in Arts Council meetings, special events and other activities and by providing training opportunities for the volunteers involved in managing these groups for all age groups in similar variety, quantity, and quality to those provided in communities of similar size in the Province of British Columbia which provide similar resources for such services as are included in this Agreement; Commission recognizes that funding beyond the agreement is required to provide all services; (c) to conduct a needs assessment at least once during the three year term of the Agreement to establish those services related to the arts which are necessary to enhance the quality of life of area residents, and to prepare recommendations and implement action plans based on the outcome of the study to the extent possible given present resources. The needs assessment shall be prepared in a written report for submission to the Commission and shall include but shall not be limited to: (i) an inventory of the arts' related programs and services provided by the groups and agencies which exist in the community including School District #42; (ii) a comparison of the cultural programs and services available to the residents of other B.C. communities of similar size; (iii) the results of focus group meetings with activity participants; (iv) complete evaluation reports on each of the activities for which the Society is directly responsible based upon participant comments, registration and attendance; and (v) random surveys and focus group meetings with the general public as grants to do such research become available. (d) to work with agencies, organizations and businesses involved in the delivery of leisure and educational services to the residents of the community to ensure a commitment to a collaborative approach to quality programming in providing the most competent, cost effective delivery system to the community; (e) to advertise the arts and crafts programs which advertisement must appear in the Commission's Arts and Recreation Guide (meeting all deadlines established by the I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc (f) 5 Commission for the production of said brochure) in addition to utilizing other appropriate advertising methods; to acknowledge the Commission's, the District of Maple Ridge and the City of Pitt Meadow's support of the Society and its activities in all advertisements and publications used to promote these activities; (g) to permit subsidized access to programs by individuals referred to the Society by the Ministry of Social Services and through the Participation Program providing sufficient paid registrations are in place to enable the program to run; (h) to register participants in activities utilizing the computerized registration system now in place at the Maple Ridge Leisure Centre Offices and the Pitt Meadows Family Recreation Centre Offices, in accordance with the current Municipal registration policies which may include but are not limited to a delayed registration period for non-residents, the acceptance of post-dated cheques and the acceptance of VISA and Master Card charge cards as a method of payment. The Society further agrees to input the data necessary for the operation of the computerized registration system by the deadline dates established by the Commission's representative; (i) to operate the Arts Centre in accordance with an annual business plan prepared by the Society and approved annually by the Commission. (j) to maintain the Arts Centre and all of the equipment contained therein in a clean and safe condition at all times and in good working order save and except normal wear and tear. The Society shall have exclusive and absolute care, custody and control of the Arts Centre and the equipment contained therein during the terms of this agreement, but the equipment shall remain the property of the District of Maple Ridge with the exception of the Grotrian Steinweg concert grand piano and those chattels listed on Schedule "D" which are acknowledged to be the property of the Society. Equipment and facility operating and preventative maintenance, minor repairs, touch up painting, and equipment replacement shall be the responsibility of the Society with the exception of the heating, ventilation and air conditioning systems which shall be the responsibility of the District. Structural facility repairs, roofing and replacement of heating, plumbing, air conditioning, electrical and ventilating systems, with a lifecycle of beyond five years and exterior glass, repainting and replacement of exterior signage and floor replacements shall be funded from the capital reserve established by the District for that purpose; (k) to utilize the Arts Centre for its intended purpose as outlined in the business plan developed for the facility including use of the facility for arts and recreational activities, social gatherings, meetings and small conferences and for no other purpose save and except that which may be approved by the Commission from time to time; to provide equal opportunity for access to and use of the Arts Centre to all local organizations whether or not they hold membership in the Arts Council; to provide trained and suitable supervision for the activities described in this Agreement, such supervision to include but not be limited to the following procedures: I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc (1) 6 recruit and train the staff required to operate the Arts Centre in accordance with the business plan developed for that facility (ii) recruit and train volunteers and paid contractors to conduct activity programs and support operation of the Arts Centre; (iii) require all staff working in the Arts Centre and delivering services in any public location to undergo a criminal record check on a bi-annual basis as a condition of employment; (iv) monitor programs and ensure needs of participants are being met as far as is practicable within the limits of the available resources; and (v) monitor Arts Centre use and ensure the needs of facility users are being met within the limits of available resources as far as is practicable. (n) to publicly advertise any full-time positions the Society intends to fill which are funded through this Agreement and to engage the services of a professional recruiting firm to assist in the recruitment of the Society's executive director should that position become vacant at any time during the term of this Agreement. (o) to advise the assigned Commission staff liaison of any Society Board and General meetings so that the liaison may attend as a non-voting member; (p) to provide training for members of the Board of Directors of the Society to ensure role clarity and an appreciation of the need for policy development, appropriate meeting management, appropriate Board/Staff relations, etc. (q) to participate with the District to negotiate in good faith with School District No. 42 (Maple Ridge -Pitt Meadows) for use of the Arts Centre on an as available basis. Business Plan and Financial Statements 9. The Society must provide to the Commission (a) a detailed business plan and a budget each year no later than September 1st, for the operation of the Arts Centre, and for the delivery of the Services for consideration and approval by the Commission and the Councils of the District and Pitt Meadows; (b) an audited financial statement each October and an additional report in March of each year which contains an indication of the usage of the Arts Centre along with an indication of the activities offered by the Society and its member groups during the prior year. Such report shall contain the attendance at the Arts Centre, the number of program participants and the results of the needs assessment described in paragraph 8(c). A presentation of said annual report is to be made to the Commission in April of each year or as soon thereafter as such presentation can be reasonably scheduled. (c) the Society may establish an operating reserve fund ("ORF"), and may accumulate annual surpluses in ORF as follows: I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc 7 i) until the amount in ORF reaches $100,000.00, all annual surpluses shall be deposited in ORF; ii) in any year that the amount in ORF is below $100,000.00, the annual surpluses in that year shall be applied firstly to ORF sufficient only to restore a minimum balance of $100,000.00. When, and in any year, the amount in ORF is $100,000.00 or more, annual surplus up to $30,000.00, must be deposited with the District of Maple Ridge to be held in an interest bearing Arts Centre Equipment Reserve ("ACER"); and iii) where ORF exceeds $100,000.00, and after $30,000.00 of any annual surplus for that year has been deposited in ACER, the balance of the annual surplus for that year must be divided equally between the Society and the Commission to be used for such purposes as each sees fit. (d) despite S. 9(c), monies received by the Society through fund-raising or donations in excess of that contemplated to be received from such fund-raising activities as set out in the Society's annual budget approved by the Commission, shall not form any part of an annual surplus for the purposes of this S. 9(c). (e) expenditures from ACER shall only be for Arts Centre equipment and or mutually agreed upon capital improvements, and shall be made by the District of Maple Ridge with consent of the Society. Society's Covenants 10. The Society must (a) save harmless and indemnify the Commission, the District and the City of Pitt Meadows their officers, employees, contractors and volunteers from and against any and all claims, suits, liability, demands, actions, proceedings, costs, damages and expenses whatsoever, by whomsoever brought arising in any way from the provision of the Services and the operation of the Arts Centre and from any act, omission, or default, negligent or intentional, of the Society, its officers, directors, members, contractors, volunteers or others of the Society in the provision of the Services, the operation of the Arts Centre, or any activities of the Society arising from or in any way connected to this Agreement; (b) obtain and maintain during the term of this Agreement, at the Society's expense, with such company or companies and on such forms as are acceptable to the Commission, in the name of the Society, Comprehensive General Liability insurance coverage including without limiting the foregoing coverage for premises and operations liability, contingency liability with respect to the operations of contractors and subcontractors, completed operations liability, contractual liability and automobile liability for owner, non -owned and hired units. The limits of liability shall be acceptable to the Commission and shall not be less than $5,000,000 for each occurrence for bodily injury, including death and property damage. Each policy shall provide that is may not be cancelled, lapsed or materially altered without at least 30 days' notice in writing to the Commission by registered mail, and shall name the Commission, the District and the City of Pitt Meadows as additional insured parties and shall contain a cross liability clause so that all insured parties may be insured in the same manner and to the same extent as if individual policies had been issued to I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc 8 each. In the event such insurance lapses or is cancelled or any material alterations are made without the approval of the Commission, the Commission may at its option without notice forthwith terminate this Agreement or the Commission may, at its option and without obligation to do so, obtain and maintain such insurance at the expense of the Society and the Society herby appoints the Commission as the Society's lawful attorney to do all things necessary for that purpose; (c) maintain all risk insurance approved by the Commission upon all chattels and equipment in the Arts Centre and upon all glass and plate glass in the Arts Centre against breakage from any cause, all in the names of the Commission and the Society and all in an amount equal to the full replacement value thereof; (d) deliver a copy of each insurance policy required by this Agreement to the Commission prior to the commencement of this Agreement and deliver evidence of maintenance of the insurance on request by the Commission; (e) maintain its status as a Society in good standing with the Registrar of Companies for the Province of British Columbia and to function in accordance with the Guidelines For Groups with whom the Commission enters into fee for service agreements as described in the Commission's policy on such matters which is attached to and forms Schedule "E" of this Agreement; (f) maintain an open membership which will ensure all citizens of the District and City of Pitt Meadows may become members of the Society; (g) not amend the Constitution or the bylaws of the Society without first informing the Commission of the intended amendment; (h) restrict exclusive bookings of all or any part of the Arts Centre to no more than two continuous months in duration without written permission of the Commission having been first obtained, it being understood that the Society shall still be bound to perform all its obligations under this Agreement and the Lease; not suffer, permit or allow any unlawful activities or conduct or any nuisance to exist nor suffer, permit or allow any conduct or activity that is in breach of the Human Rights Code; possess, occupy, use and operate the Arts Centre in accordance with all the terms and conditions of the permitted licenses; (i) U) (k) Obtain and keep current all permits and licenses required by law to be obtained to operate the Arts Centre and to provide the Services. PART III - GENERAL PROVISIONS 11. The parties agree: (a) this agreement shall come into effect on January, 2009, and shall expire and cease to be binding on the parties on December 31, 2011 provided that either party may terminate this Agreement upon giving 180 days notice in writing to all parties of its intention to do so, at the address or addresses of the parties first above set out or at I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc 9 such address or addresses as the parties may advise each other in writing from time to time; (b) the terms of this Agreement may be reviewed and revised with the mutual consent of all parties; (c) neither the Commission nor the District has made any representations, covenants, warranties, guarantees, promises or agreements (oral or otherwise) with the Society other than those contained in this Agreement; (d) nothing contained or implied herein shall prejudice or affect the rights and powers of the Commission or the District in the exercise of its functions under any public and private statues, bylaws, orders and regulations, all of which may be fully and effectively exercised as if this Agreement had not been executed and delivered by the Society; (e) wherever the singular or masculine is used herein, the same shall be construed as meaning the plural, feminine or the body corporate or politic where the context or the parties so require. (f) the parties hereto shall do and cause to be done all things and execute and cause to be executed all documents which may be necessary to give proper effect to the intention of this Agreement; (g) nothing herein contained shall be deemed or construed by the parties, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties and no acts of the parties hereunder shall be deemed to constitute the Society as anything other than an independent contractor; (h) no subsequent alteration, amendment, change, revision or addition to this Agreement shall be binding on the parties unless in writing and signed by the authorized signatories; (1) U) no provision herein requiring approval or consent of the Commission or the District shall be deemed to have been fulfilled or unless written consent or approval relating to the specific matter has first been obtained. Nor prior consent or approval and no condoning, excusing or overlooking by the District or Commission on previous occasions when such consent or approval was required shall be taken to operate as a waiver of the necessity for such consent or approval wherever required; if upon the expiry of the term of this Operating Agreement on December 31, 2011, the Society continues to occupy and operate the Arts Centre, the Commission may, at its discretion, continue to pay the Service Fees monthly, and upon acceptance of the same by the Society each month, this Operating Agreement shall continue to be binding on the Commission, the District and the Society on a month-to-month term, and during such overholding, the notice period in S. 11(a) shall be 30 days. (k) time shall be of the essence under this Agreement; and (1) this Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc 10 IN WITNESS WHEREOF the parties hereto have hereunto set their respective Corporate Seals, attested by the hands of their respective officers duly authorized in that behalf, the day and year first above written. The Corporate Seal of THE MAPLE RIDGE AND PITT MEADOWS PARKS AND LEISURE SERVICES COMMISSION was hereunto affixed in the presence of: ) C/S Authorized Signatory ) Authorized Signatory The Corporate Seal of THE MAPLE RIDGE PITT MEADOWS ARTS COUNCIL was hereunto affixed in the presence of: Authorized Signatory Authorized Signatory ) The Corporate Seal of THE CORPORATION OF ) THE DISTRICT OF MAPLE RIDGE was hereunto affixed in the presence of: ) Authorized Signatory ) Authorized Signatory ) C/S C/S I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc Schedule "A" LEASE I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc ARTS CENTRE LEASE THIS LEASE dated as of this 1St day of January 2009. BETWEEN: THE CORPORATION OF THE DISTRICT OF MAPLE RIDGE, a District Municipality incorporated in 1874 under the laws of the Province of British Columbia, having it offices at 11925 Haney Place, Maple Ridge, B.C., V2X 6G2 (the "Landlord") OF THE FIRST PART AND: THE MAPLE RIDGE PITT MEADOWS ARTS COUNCIL, a Society duly incorporated under the Societies Act of the Province of British Columbia, having an office at Maple Ridge, B.C. (the "Tenant") OF THE SECOND PART WHEREAS: A. The Landlord is the fee simple owner of those certain premises shown on the sketch plan attached hereto as Schedule "A" known as the Arts Centre and Theater and herein referred to as "the Premises". B. The Tenant wishes to Lease the Premises from the Landlord and the Landlord wishes to grant this Lease to the Tenant. NOW THEREFORE in consideration of the covenants and the Premises, the Landlord hereby Leases the Premises to the Tenant for the Term on the terms and conditions set out in this Lease: 1.0 INTERPRETATION 1.1 Rights And Obligations All the Landlord's and Tenant's rights and obligations under this Lease will apply throughout the Term, subject to extension or abridgement according to the terms of this Lease. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 2 1.2 Dispute Resolution Where there is an unresolved dispute arising out of this Lease, the parties shall in good faith attempt to resolve the dispute and if the parties are unable to resolve the dispute within a 10 -day period following notification from one party to the other of a dispute then the dispute shall be resolved by arbitration in accordance with the procedures under the Commercial Arbitration Act, or any successor legislation in effect from time to time. 1.3 Net Lease Unless otherwise expressly stipulated herein to the contrary, it is the intention of this Lease that all expenses, costs, payments and outgoings incurred in respect of the Premises or for any other matter or thing affecting the Premises shall be borne by the Tenant, that the Rent herein shall be free of all abatements, withholding, reduction, release or discharge, set -offs or deductions of any kind or affected by any event, occurrence, circumstance or otherwise and despite any law or statute now or in the future to the contrary, and shall be absolutely net to the Landlord of real property taxes, charges, rates or assessments, expenses, costs, payments or outgoings of every nature arising from or related to the Premises and that the Tenant shall pay or cause to be paid all such taxes, charges, rates, assessments, expenses, costs, payments and outgoings. The Tenant will also pay its costs of carrying out its obligations under this Lease. 1.4 Entire Agreement No verbal, written, express, or implied representations, warranties, guarantees, covenants or agreements of either the Landlord or the Tenant will survive the signing of this Lease unless they are set out in this Lease. This Lease may not be modified or amended except by an express written agreement, made after the Lease has been executed. 1.5 Definitions In this Lease: (a) "Additional Rent" means: (i) all other amounts due and payable by the Tenant hereunder other than Basic Rent, whether or not specifically referred to as Rent; (ii) all monies to be paid by the Tenant to the Landlord pursuant to the Arts Centre Operating Agreement and all costs, expenses, losses and damages suffered by the Landlord as a result of any breach of the Arts Centre Operating Agreement by the Tenant. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 3 (al) Arts Centre Operating Agreement means that certain agreement made between the Tenant and the Landlord and the Ridge Meadows Park and Leisure Services Commission, made as of the 1St day of January 2009, annexed hereto as Schedule „B„ (b) [deleted] (c) [deleted] (d) "Basic Rent" as of any particular time means the net basic rental provided for in this Lease as specified in Section 3.2 of this Lease together with any other and additional amounts which are herein expressed to be added to and made part of Basic Rent, other than Additional Rent. (e) [deleted] (f) [deleted] (g) "Commencement Date" means the 1St day of _January 2009. (h) [deleted] (1) "Day" or "Days" means a calendar day or calendar days. (j) [deleted] (k) [deleted] (1) "End of the Term" means the day that is the last day of the Term of this Lease. (m) [deleted] (n) [deleted] (o) [deleted] (p) "Government Body" means any municipal, provincial, federal, school, or other public statutory authority, or department or agency thereof. (q) "Landlord's Lands" means the lands legally described as: Firstly: that portion of Lot 118, Except Firstly: Part subdivided by Plan 68843, Secondly: Part subdivided by Plan LW46699 and Thirdly: Part I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 4 subdivided by Plan LMP46997, District Lots 398 and 401, Group 1, NWD, Plan 60552 shown outlined in bold on the Explanatory Plan dated the 25th day of July, 2000 prepared by Eric N. Peterson, BCLS, a revised copy of which is attached as Schedule "B"; and Secondly: Lot 120, District Lot 401, Group 1, NWD, Plan 60562. (r) "Hazardous Substances" means any substance which is hazardous to persons or property and includes, without limiting the generality of the foregoing: (i) radioactive materials; (ii) explosives; (iii) any substance that, if added to any water, would degrade or alter or form part of a process of degradation or alteration of the quality of that water to the extent that it is detrimental to its use by man or by any animal, fish or plant; (iv) any solid, liquid, gas or odor or combination of any of them that, if emitted into the air, would create or contribute to the creation of a condition of the air that: (A) endangers the health, safety or welfare of persons or the health of animal life; (B) interferes with normal enjoyment of life or property; (C) causes damage to plant life or to property; or (D) toxic substances; and (v) substances declared to be hazardous or toxic or special waste under any law or regulation now or hereafter enacted or promulgated by any governmental authority having jurisdiction over the Landlord, the Tenant or the Premises. (s) [deleted] (t) "Insured Damage" means damage by fire or other peril to the Premises which the Tenant is responsible for repairing and for which the Tenant will actually recover the entire cost of repair under the Tenant's insurance policies. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 5 (u) "Head Landlord's Capital Repair and Replacement Fund" means the fund established by the Landlord to provide a source of funds to implement the Landlord's Capital Repair and Replacement Plan. (v) "Landlord's Capital Repair and Replacement Plan" means the capital repair and replacement plan prepared by the Landlord for the Premises, for those improvements constructed or installed by the Landlord to the Premises. "Leasehold Improvements" mean all improvements, alterations, . partitions, or fixtures from time to time installed for or by the Tenant in the Premises, except for furniture and readily removable trade fixtures and equipment which are not hard wired or plumbed. (w) (x) [deleted] (y) [deleted] (ab) [deleted] (ac) "Operating Expenses" means all costs and expenses in connection with the operation and maintenance of all or any portion of the Premises and, without restricting the generality of the foregoing, includes all costs relating to insurance, life safety systems, charges for water, gas, air conditioning, electricity and other utilities, salaries and wages and all independent service contracts and supplies incurred in cleaning, maintenance, garbage collection and disposal, operation, security, repairs, renovations and maintenance of all portions of the Premises and operating systems excluding heating, ventilation and air conditioning. (ad) [deleted] (ae) [deleted] (af) [deleted] (ag) "Premises" means the Arts Centre Building located on a portion of the Landlord's Lands as more particularly delineated in dimensional heavy black lines shown on the plan attached hereto as Schedule "A" together with all replacements, alterations, additions, changes, improvements or repairs thereto. (ah) "Prime Rate" means the annual percentage rate of interest established from time to time by the Bank of Montreal or any successor thereto as the base rate that will be I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 6 used to determine rates of interest charged by it for Canadian dollar loans to customers in Canada and designated by the Bank of Montreal as its prime rate. (ai) "Rent" means collectively, Basic Rent and Additional Rent. (aj) [deleted] (ak) [deleted] (al) "Lease" means this document and the attached schedules. (am) [deleted] (an) [deleted] (ao) "Taxes" means all taxes, fees, levies, charges, assessments, rates, duties, and excises whatsoever which are now or may hereafter be levied, imposed, rated, charged or assessed upon or with respect to the Premises, or any part thereof or any personal property of the Landlord used therefore whether levied, imposed, rated, or assessed by any government body or otherwise, and whether or not now customary or in the contemplation of the parties on the date of this Lease and all interest and penalties relating thereto. Without restricting the generality of the foregoing, Taxes shall include all: (1) real property taxes, general and special assessments, and capital taxes; (ii) taxes, fees, levies, charges, assessments, rates, duties, and excises for transit, housing, schools, police, fire, or other governmental services, or for purported benefits to the Premises; (iii) local improvement taxes, service payments in lieu of taxes, and taxes, fees, levies, charges, assessments, rates, duties, and excises, however described, that may be levied, rated, or assessed as a substitute for, or as an addition to, in whole or in part, any property taxes or local improvement taxes; (iv) [deleted] (v) costs and expenses, including legal and other professional fees and interest and penalties on deferred payments, incurred by the Landlord in contesting or appealing any taxes, assessments, rates, levies, duties, excises, charges, or other amounts as aforesaid; but Taxes shall exclude all of the following: I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 7 (1) income tax under Part I of the Income Tax Act, R.S.C. 1985 (5th Supp.), c. 1 as it existed on the Commencement Date to the extent that such taxes are not levied in lieu of such Taxes; and (ii) the Tenant's Taxes. (ap) "Tenant's Taxes" means all taxes, fees, levies, charges, assessments, rates, duties, and excises which are now or may hereafter be levied, imposed, rated, or assessed by any lawful authority relating to or in respect of the business or other activities carried on by the Tenant or relating to or in respect of personal property and all business and trade fixtures, machinery and equipment, cabinet work, furniture, and movable partitions owned or installed by the Tenant at the expense of the Tenant or being the property of the Tenant. (aq) "Term" means a term of 3 years starting on January 1, 2009. (ar) [deleted] (at) "Town Centre Development Lands" means collectively, the following: Firstly: that portion of Lot 118, Except Firstly: Part subdivided by Plan 68843, secondly: part subdivided by Plan LMP 46699 and Thirdly: Part subdivided by Plan LMP46997, District Lots 398 and 401, Group 1, NWD, Plan 60562 shown outlined in bold on the Explanatory Plan dated the 25th day of July, 2000 prepared by Eric N. Peterson, BCLS, a revised copy of which is attached as Schedule "B"; and Secondly: Lot 120, District Lot 401, Group 1, NWD, Plan 60562. Thirdly: Lot A, District Lot 398, Group 1, NWD, Plan LMP46699; and Fourthly: Lot 1, District Lot 398, Group 1, NWD, Plan LMP46997. (au) "Utility Costs" shall mean all charges for water, gas, telephone, electric light and power, and all other utilities and services used on or in respect of the Premises or any part thereof, whether separately metered to the Premises or as allocated by the Landlord, acting reasonably to the Premises together with all costs and charges for all fittings, machines, apparatus, meters, and any other thing leased or supplied in respect thereof and all costs and charges for all work and services performed by any corporation, authority, or commission in connection with such utilities and services in I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 8 respect of the Premises, whether separately charged to the Premises or allocated by the Landlord, acting reasonably, to the Premises. 1.6 Currency All references to money are to lawful currency of Canada. 1.7 Severability If any provision of this Lease is prohibited, it will be severed and will not invalidate or render unenforceable the balance of the provisions which will continue in full force and effect. 1.8 Governing Law This Lease will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. 1.9 Construction Singulars_will include plurals and masculines will include feminines and neuters, and vice - versa. If the word "including" is used, the words "without limiting the generality of the foregoing" will be deemed to follow. Headings are for convenience of reference only. 2.0 Early Possession and Demise 2.1 [deleted] 2.2 Early Possession If the Tenant uses or occupies the Premises before the Commencement Date, the provisions of this Lease including the obligation to pay Rent, will apply provided however, the Term will be calculated by reference to the actual Commencement Date. 2.3 Demise In consideration of the rents, covenants and agreement hereinafter reserved and contained on the part of the Tenant to be respectively, paid, observed and performed, the Landlord does demise and Lease to the Tenant for the Term and upon the conditions herein contained. 3.0 BASIC RENT AND ADDITIONAL RENT 3.1 Paying Rent l:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 9 The Tenant will pay Rent when due and payable hereunder without deduction, abatement, or set-off. 3.2 Basic Rent 3.2.1 The Tenant will pay Basic Rent in the amount of Eighty Thousand Dollars ($80,000.00) per annum in equal quarterly installments of Twenty Thousand Dollars ($20,000.00) in advance, the first of such payments to be made on the Commencement Date. 3.2.2 [deleted] 3.3 Additional Rent 3.3.1 The Tenant will pay all Additional Rent on the last day of each month unless other times for its payment are expressly set out in this Lease. If the Tenant fails to pay any Additional Rent, as and when due, the Landlord will have the same remedies for its collection as it has for recovering Basic Rent in arrears. If the Tenant fails to pay any sum which the Tenant is obliged to pay, then subject to Section 10.1, the Landlord may pay it and it will then be a debt owing by the Tenant to the Landlord. 3.3.2 [deleted] 3.3.3 [deleted] 3.3.4 The Tenant shall pay or cause to be paid all Utility Costs, Tenant's Taxes and Operating Expenses directly to the Governmental Body or other utility, agency or company levying such charge at the time any such Utility Cost, Tax or Operating Expense is due or as the Landlord may direct, and provide the Landlord with proof of payment on demand. If the Tenant fails to pay such amounts, the Landlord may, but is not obliged to, pay such amount and the Tenant shall pay to the Landlord the amount of any such payment as Additional Rent. 3.3.5 [deleted] 3.4 [deleted] 3.5 [deletedl 3.6 Interest on Arrears When the Rent, or any other amounts payable hereunder by the Tenant to the Landlord shall be in arrears, such amounts shall bear interest, including interest on overdue interest at the greater of (i) the Prime Rate plus 1.5% per annum calculated monthly not in advance and (ii) 5%, from the date due until paid irrespective of whether or not the Landlord has demanded payment. The Landlord shall have all the remedies for the collection of such interest, if I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 10 unpaid after demand, as in the case of Rent in arrears, but this stipulation for interest shall not prejudice or affect any other remedy by the Landlord under this Lease. 3.7 Irregular Periods If the Term begins or ends other than on the first or last day of a month or if the first or last fiscal period or tax period is less than 12 months, Rent for any broken month or broken period will be pro -rated at a rate per day equal to 1/365 of the annual Rent. 3.8 Tenant's Taxes The Tenant shall pay the Tenant's Taxes to the applicable authorities when they become due and shall provide the Landlord with proof of such payment upon demand. 3.9 [deleted] 3.10 Applicable Taxes The Tenant shall pay, in addition to any other amounts due in hereunder, those Taxes (if any) properly assessed and levied in accordance with law by any Governmental Authority and all taxes on such sums which fall due under this Lease, including without limitation, Goods and Services Tax and Social Services Tax in the manner and at such times as are required by law. The Tenant acknowledges that all amounts referred to in this Lease are gross amounts, net of tax, and that all taxes are in addition to those amounts and are not included in them. 3.11 [deleted] 3.12 Delinquent Taxes If the Tenant shall in any year during the Term fail to pay the Tenant's Taxes pursuant to S. 3.8 or other applicable taxes pursuant to S. 3.10, when due the Tenant shall thereupon pay interest on such overdue amounts at the rates prescribed or established by the applicable legislation or Government Body, from the date due until paid irrespective of whether the Landlord has demanded payment. 4.0 THE PREMISES 4.1 [deleted] 4.2 [deleted] 4.3 Possession and Use of Premises I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 11 The Tenant will: (a) take occupancy of the Premises on the Commencement Date, and at the request of the Landlord, sign an acknowledgment as to the Commencement Date; (al) manage and operate the Arts Centre in accordance with the terms herein and the terms of the Arts Centre Operating Agreement; (b) not allow anyone except for its employees, clients and other persons lawfully having business with the Tenant, or permitted sub -tenants, to use or occupy the Premises; (c) use the Premises only for Arts Centre use pursuant to that certain agreement entitled the Art's Centre Operating Agreement made as of the 1st day of January 2009, between the Tenant and the Landlord and attached hereto as Schedule "B". (d) use and operate the facilities and the services existing within the Premises in a first class manner in keeping with the standards maintained by other similar facilities in the Greater Vancouver region; (e) not let the Premises remain vacant for more than four consecutive Days; (f) not cause any waste or damage to the Premises; (g) not let the Premises become untidy or unsightly, and at the end of each Day leave them in such condition that they are clean and tidy; (h) in respect of the Tenant's activities on the Premises, at its own cost and expense, comply with all applicable municipal, regional, provincial and federal legislative enactments, by-laws, regulations or orders from time to time in force relating to the Landlord, the Tenant, the activities carried out on the Premises or any part thereof relating to Hazardous Substances and the protection of the environment and shall immediately give written notice to the Landlord of the occurrence of any event on the Premises or the Landlord's Lands . or any part thereof constituting an offence thereunder or be in breach thereof and shall not bring upon the Premises, the Landlord's Lands, or any part thereof, or cause or suffer the bringing upon the Premises or the Landlord's Lands or any part thereof, any Hazardous Substances and, if at any time, notwithstanding the foregoing covenants of the Tenant; (1) there shall be any Hazardous Substances upon the Premises or the Landlord's Lands or a part thereof as a result of the Tenant's use. occupation of or activities on the Premises: l:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 12 (ii) there is an occurrence of any event on the Premises or the Landlord's Lands or any part thereof arising from the Tenant's activities, operations, use or occupation of or on the Premises constituting an offence under or a breach of any applicable municipal, regional, provincial and federal legislative enactments, by-laws, regulations and orders from time to time in force relating to Hazardous Substances; the Tenant shall, at its own expense: (iii) immediately give the Landlord notice to that effect and thereafter give the Landlord from time to time written notice of the extent and nature of the Tenant's compliance with the following provisions of this section; (iv) promptly remove the Hazardous Substances from the Premises or the Landlord's Lands or any part thereof in a manner which conforms with all applicable municipal, regional, provincial and federal legislative enactments, by-laws, regulations and orders governing the movement of the same; and (v) if requested by the Landlord, obtain at the Tenant's cost and expense from an independent consultant designated or approved by the Landlord, verification of the complete and proper removal of the Hazardous Substances from the Premises or the Landlord's Lands, or any part thereof or, if such is not the case, reporting as to the extent and nature of any failure to comply with the foregoing provisions of this section; (1) at the Tenant's own expense, remedy any damage to the Premises or to the Landlord's Lands where damage arises from the Tenant's activities, use, occupation or operation of or on the Premises; (j) if any governmental authority having jurisdiction shall require the clean-up of any Hazardous Substances held, released, spilled, abandoned or placed upon the Premises or the Landlord's Lands or any part thereof or released into the environment from the Premises or the Landlord's Lands or any part thereof during the Term by the Tenant or arising frpm the Tenant's use and occupation of. and operations and activities on the Premises, then the Tenant shall, at its own expense, prepare all necessary studies, plans and proposals and submit the same for approval, provide all bonds and other security required by governmental authorities having jurisdiction and carry out the work and shall keep the Landlord fully informed and provide to the Landlord full information with respect to proposed plans and comply with the Landlord's requirements with respect to such plans. The Tenant agrees that if the Landlord determines, in its sole discretion, that the Landlord, its I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 13 property or its reputation is placed in any jeopardy by the requirement for any such work, the Landlord may itself undertake such work or any part thereof at the cost and expense of the Tenant; (k) provide authorizations to permit the Landlord to make enquiries from time to time of any government or governmental agency with respect to the Tenant's compliance with any and all laws and regulations pertaining to the Tenant, the Tenant's activities on the Premises or the Landlord's Lands or any part thereof including without limitation all applicable municipal, regional, provincial and federal legislative enactments, by-laws, regulations and orders pertaining to Hazardous Substances and the protection of the environment; and the Tenant covenants and agrees that the Tenant will from time to time provide to the Landlord such written authorization as the Landlord may require in order to facilitate the obtaining of such information; (I) permit the Landlord at any time and from time to time to inspect the Tenant's property and equipment used by the Tenant upon the Premises or the Landlord's Lands or any part thereof and the Tenant's records relating thereto for the purpose of identifying the existence or absence of any Hazardous Substances and the Tenant shall assist the Landlord in so doing; (m) if the Tenant shall bring or create upon the Premises or the Landlord's Lands any Hazardous Substances or suffer the bringing or creation upon the Premises or the Landlord's Lands of any Hazardous Substances or if the Tenant shall cause there to be any Hazardous Substances upon the Premises or the Landlord's Lands, then, notwithstanding any rule of law or equity to the contrary such Hazardous Substances shall be and remain the sole and exclusive property of the Tenant and shall not become the property of the Landlord and notwithstanding the degree of affixation of the Hazardous Substances or the goods containing the Hazardous substances to the Premises or the Landlord's Lands and notwithstanding the expiry or earlier termination of this Lease; and (n) the obligations of the Tenant in Subsections 4.3(h), 4.3(i), 4.3(j), 4.3(k), 4.3(1) and 4.3(m) inclusive shall survive the End of the Term. 4.4 Complying with Laws (a) The Tenant covenants to obtain and maintain all required licences, permits and consents and shall competently and faithfully observe and comply with all laws, by- laws and lawful orders which touch and concern the Premises or the Landlord's Lands or any part thereof or the Tenant's activities within the Premises or the Landlord's Lands or any part thereof. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 14 (b) Without derogating from the generality of the foregoing, the Tenant covenants that throughout the Term the Tenant will comply and abide by: (i) all municipal, regional, provincial and federal legislative enactments, by-laws, regulations, orders and any municipal conversion guidelines which relate to the Premises to the equipment, maintenance, operation, occupation and to the construction of the Premises and the making of any repairs, replacements, alterations, additions, changes, substitutions or improvements of or to the Premises or any part thereof, and (ii) the requirements of all applicable municipal, regional, provincial and federal legislative enactments, by-laws, regulations and orders which are now or hereafter in force and in effect and any applicable environmental guidelines, and any amendments thereto, which deal with environmental protection and safety and/or Hazardous Substances. 4.5 Landlord's Quiet Enjoyment If the Tenant duly and punctually pays the Rent and complies with its obligations, the Tenant will be entitled to peaceably possess and enjoy the Premises during the Term. 4.6 Additional Easements - Landlord's Lands The Tenant acknowledges and agrees that the Landlord may grant or allow easements, statutory rights of way licenses or other agreements for access purposes or to provide for services and facilities in connection with the Landlords Lands, and agrees that the Tenant's rights under this Lease shall be subject to any such easements, statutory rights of way or other agreements and notwithstanding any terms of this Lease hereunder the Landlord may enter into such agreements and grant such rights. 5.0 [deleted] 6.0 DISPOSITIONS 6.1 Assigning And Sub -Letting The Tenant will not assign this Lease or sub -let or part with possession of the whole or any part of the Premises for the whole or any part of the Term without the written consent of the Landlord, which consent shall be in the sole and unfettered discretion of the Landlord, provided that the Tenant may allow a portion of the Premises to be used and occupied under license to third parties for the purposes of a gift shop and an art gallery. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 15 6.2 Landlord's Assignment The Tenant acknowledges and agrees that the Landlord may assign, sell, transfer, lease, mortgage, encumber or otherwise deal with its interest in the Premises or any portion thereof, or any interest of the Landlord therein, in every case without the consent of the Tenant. 6.3 [deleted] 6.4 Mortgaging The Tenant shall not mortgage or charge this Lease, or otherwise encumber its leasehold interest in the Premises, or any part thereof and will not charge, mortgage or otherwise pledge its fixtures, chattels, furniture, or equipment used and located on the Premises. 6.5 [deleted] 7.0 REPAIRS. RENOVATIONS. DAMAGE AND EXPROPRIATION 7.1 Landlord's Repairs The Landlord's obligation to repair or replace the Premises is restricted to those obligations and requirements set out in the Landlord's Capital Repair and Replacement Plan With respect to any capital repair or replacement, the Landlord shall cause such repair or replacement to be undertaken in accordance with the Landlord's Capital Repair and Replacement Plan utilizing the Landlord's Capital Repair and Replacement Fund. If any capital repair or replacement is required for the Premises, the Landlord shall cause such repair or replacement to be commenced in the case of an emergency, as soon as practical and otherwise within 60 Days after the Tenant's notice to repair and the Landlord will repair, restore and make good such repair and proceed diligently thereafter to the completion thereof. 7.2 Tenant's Repairs The Tenant will keep the Premises in a good and reasonable state of repair and maintenance as a prudent and reputable long term tenant in accordance with the operating plan and manual and with the maintenance plan and manual all of which will be delivered by the Landlord to the Tenant. The Tenant will also keep the Premises in good and reasonable repair, consistent with the standards for comparable facilities in the Greater Vancouver Area, reasonable wear and tear excepted. The Tenant will keep the Premises, its Leasehold Improvements and its trade fixtures in good repair and in a clean and safe condition, and shall be responsible for all equipment and facility operating, servicing and preventative I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 16 maintenance, touch up painting, and minor repairs with the exception of the heating, ventilating air conditioning systems, arising therefrom, consistent with standards for comparable performing arts centre buildings in the Greater Vancouver region, except for the reasonable wear and tear, and capital repair and replacement costs to the Premises set out in the Landlord's Capital Repair and Replacement Plan. 7.3 Inspection and Access The Landlord, by its representatives, may enter the Premises from time to time and at all reasonable times, and at any time during any emergency to: (a) inspect or supervise repair, maintenance, or renovation; (b) do its own repairs, maintenance, or renovations; and (c) gain access to utilities and services (including under floor or overhead ducts and access panels). 7.4 Tenant Renovations The Tenant will not modify, construct, install, or alter the Premises without the Landlord's consent. When requesting that consent, the Tenant will give the Landlord a copy of reasonably detailed drawings and specifications for the proposed work. The Tenant will do such work at its sole cost and expense in a good and workmanlike manner, in accordance with the drawings and specifications the Landlord has approved, and in accordance with the Landlord's reasonable requirements. The Tenant will use contractors and subcontractors to whom the Landlord has consented, except that the Tenant may use its own employees provided such employees carry out such construction, installation or alteration in accordance with all manufacturers or equipment suppliers requirements and industry standards and subject to the foregoing, the Landlord may designate the contractors, and subcontractors to be used for mechanical, structural, or electrical design and work. The Landlord's consent, inspection, and supervision with respect to any such work are to be paid for by the Tenant as Additional Rent. Upon completing any work, the Tenant will deliver to the Landlord a full set of as -built drawings which the Landlord may keep. 7.5 Liens In connection with all labour performed on, or materials supplied to the Premises or the Landlord's Lands, the Tenant shall comply with all the provisions of the Builders Lien Act, R.S.B.C. 1996, c. 45, as amended or substituted from time to time, and other statutes from time to time applicable thereto (including any provision requiring or enabling the retention of portions of any sums payable by way of holdbacks) and, pursuant to such Act or such other 1:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 17 statutes, shall post and keep posted and registered notices pursuant to the Builders Lien Act and in respect of the posted notices in at least two conspicuous places, on the Premises or the Landlord's Lands obvious to workmen, materialmen, contractors and subcontractors, from the date of commencement of any construction until the date that is 45 days next following the date on which the architect certifies that the improvements to the Premises or the Landlord's Lands are substantially completed, stating that the Landlord will not be responsible for the improvements. Notwithstanding the foregoing, the Landlord reserves the right through the Term to enter upon the Premises at the Landlord's option for the purpose of posting and maintaining such notices. The Tenant and those claiming through the Tenant shall not remove, deface or obscure such notices. 7.6 Tenant to Discharge Lien If and whenever any builders liens or other lien for work, labour, services or materials supplied to or for the Tenant or for the cost of which the Tenant may be in any way liable, or claims therefore shall arise or be filed, the Tenant shall within 15 days after receipt of notice thereof procure the discharge thereof, including any lis pendens registered in respect of any lien, by payment or giving security or in such other manner as may be required or permitted by law. 7.7 Tenant to Reimburse Landlord The Tenant will reimburse the Landlord for all costs of the Landlord arising out of or in any way connected with Section 7.5 or 7.6 or any builders lien or other lien arising as a result of any activity of the Tenant under this Lease or on the Premises or the Landlord's Lands. 7.8 Tenant's Negligence and Liability If any part of the Premises or the Landlord's Lands, including utilities systems, needs repair or replacement by reason of the fault, omission or negligence of the Tenant or its employees, contractors, invitees or licensees, the Tenant will be responsible for repair and restoration thereof at its own expense therefore and for any resulting or consequential injury, loss or damage whether or not such repair or replacement is covered by the Landlord's Capital Repair and Replacement Plan. 7.9 Damage or Destruction In the event of any substantial damage or the destruction to the Premises, the Landlord may in its discretion terminate this Lease. 7.10 [deleted] I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 18 7.11 Expropriation If a Government Body expropriates all or a material part of the Premises, the Landlord, within 60 days after it receives the notice of expropriation, may give the Tenant not less than 30 days' notice terminating the Lease. 8.0 SURRENDERING PREMISES AND REMOVING FIXTURES 8.1 Surrender At the end of the term the Tenant will surrender possession of the Premises and the Tenant's Leasehold Improvements to the Landlord, without compensation, in the condition in which the Tenant was obliged to keep them during the Term. The Tenant's Leasehold Improvements will remain the Landlord's property, except for those which the Tenant is obliged to remove under Section 8.2. 8.2 Removal of Fixtures During the Term, the Tenant will not remove from the Premises its Leasehold Improvements, trade fixtures, furniture or equipment, except for furniture and equipment which, in the normal course of its business, is no longer needed or is being replaced by furniture or equipment of equal or better quality. 8.3 Survival The Tenant's obligations in this Section 8.0 will survive the End of the Term. 9.0 LIABILITY -INDEMNIFICATION AND INSURANCE 9.1 Limitation Landlord's Liability The Landlord will not be liable for any bodily injury or death of, or loss or damage to any property belonging to, the Tenant or its employees, contractors, invitees, or licensees or any other person in or about the Premises, the Landlord's Lands or any part thereof unless resulting from the Landlord's gross negligence, but in no event will the Landlord be liable for any damage caused by smoke, steam, water, ice, rain, snow, or fumes which may leak into, issue or flow from any part of the Premises, the Landlord's Lands or any part thereof or from the plumbing works, or from any other place, or caused by the condition or arrangement of any wiring. The Tenant shall not be entitled to any abatement of Rent in respect of any such loss, damage, injury, failure or interruption of service nor shall the same constitute an eviction. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 19 9.2 Indemnification - General The Tenant covenants and agrees to indemnify and save harmless the Landlord, its officers, employees, agents and contractors from and against all damages, losses, actions, causes of actions, claims, demands, builders liens, liabilities, expenses, costs, indirect or consequential damages (including loss of profits and Toss of use and damage arising out of delays) which may arise or accrue to any person, against the Landlord or its officers, employees, agents and contractors which the Landlord, its officers, employees, agents and contractors may pay, incur, sustain or be put to arising out of or in any way connected with this Lease, the Premises.. 9.3 Indemnification - Tenant Activities Without derogating from the generality of Section 9.2, the Tenant agrees to indemnify and save harmless the Landlord, its officers, employees, agents and contractors in respect of all manner of actions, causes of action, suits, damages, loss, costs, claims and demands of any nature whatever relating to and arising during the Term out of bodily injury or death, property damage or other Toss or damage arising from the conduct of any work by or any act or omission of or relating to or arising from the occupation, use, or possession of the Premises or the Landlord's Lands or any portion thereof by -the Tenant or any assignee, subtenant, agent, employee, contractor, subcontractor, invitee or licensee of the Tenant; and in respect of all costs, expenses and liabilities incurred by the Landlord in connection with or arising out of all such claims, including the expenses of any action or legal proceeding pertaining thereto and the liabilities or obligations incurred or sustained by or imposed upon the Landlord, its officers, employees, agents and contractors; and in respect of any loss, cost, expense or damage suffered or incurred by the Landlord, its employees, agents and contractors arising from any breach by the Tenant of any of its covenants and obligations under this Lease. 9.4 Release and Indemnification (a) Without derogating from the generality of any other indemnity provisions in this Lease, the Tenant hereby releases the Landlord from and shall indemnify, defend and hold the Landlord harmless in respect of any and all costs, expenses, damages, losses or liabilities that may be incurred or suffered by the Landlord by reason of or resulting from or in connection with or arising in any manner whatsoever out of the Tenant's activities on the Premises or on the Landlord's Lands or any portion thereof that cause: (i) the Premises or the Landlord's Lands or any portion thereof not being suitable for use by the Tenant; I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 20 (ii) the Premises or the Landlord's Lands or any portion thereof contained or being found to contain at any time Hazardous Substances; or (iii) the need to take any remedial action and the taking of such action as a result of Hazardous Substances on the Premises or the Landlord's Lands or any portion thereof. (b) The Tenant shall indemnify, defend and save harmless the Landlord in respect of all claims for bodily injury (including death), property damage or other loss or damage including damage to property outside the Premises or the Landlord's Lands or any portion thereof', arising out of or in any way connected with the manufacture, storage, transportation, handling or discharge of Hazardous Substances on or from the Premises during the Term or pursuant to the Tenant's use and occupation of the Premises. 9.5 Survival of Indemnities The obligations of the Tenant to indemnify the Landlord under the provisions of this Lease shall apply and continue notwithstanding the termination of this Lease or breach of this Lease by the Landlord, or negligence on the part of the Landlord, its servants, agents, employers, contractors and subcontractors anything in this Lease to the contrary notwithstanding. 9.6 Tenant's Insurance The Tenant will obtain and maintain in good standing: (a) Comprehensive public liability insurance against claims for personal injury, death or property damage occurring upon, in or about the Premises or the Landlord's Lands or any portion thereof including personal liability, liability assumed by contract, Tenant's legal liability, and non -owned automobile liability. Such insurance will: (i) have a limit of not less than $5,000,000 in respect of any one occurrence and not Tess than $5,000,000 in respect of injury or death to a single person and not less than $5,000,000 in respect of any single instance of property damage; (ii) be primary insurance and will not call into contribution any other insurance available to the Landlord or its Mortgagee, which means that the Tenant's insurance will cover any Toss before the Landlord's or other insurance; and I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 21 (iii) provide for cross -liability and severability of insurance, which means that each named insured on the policy can sue each other named insured under the terms of the policy; (b) insurance upon the Tenant's property normally located within the Premises, and any property which is repaired at the Tenant's expense under this Lease, including stock in trade, inventory, furniture, fittings, Leasehold Improvements, and Tenant's fixtures in an amount equal to the full replacement cost thereof, against at lease the perils of fire, sprinkler leakage, theft, vandalism, riot, civil commotion, impact of aircraft, water damage, earthquake, flood, and any perils not mentioned above which are included in normal "all risks" coverage; (c) insurance against all explosion, rupture or failure of boilers, pressure vessels or equipment within or serving the Premises exclusively; (d) [deleted] (e) such other types of insurance as a prudent tenant would obtain from time to time; (f) the Tenant will obtain all such insurance in at least those, amounts set out in Section 9.6(a) as it relates to the liability insurance policies and otherwise in those amounts a prudent owner of comparable space in a comparable building in the Greater Vancouver Area would obtain and maintain from time to time. All such insurance policies will: (i) include the Tenant and the Landlord with respect to the insurance policy specified in Section 9.6(a) as named insureds, which means a person, firm, or corporation which is specifically designated by name as an insured under a policy; (ii) contain a waiver of any right of subrogation or recourse by the Tenant's insurer against the Landlord or its employees, agents, contractors, , whether or not any Toss is caused by the act, omission or negligence of the Landlord or its employees, agents, contractors. (iii) provide that the insurer will give the Landlord of which it has received notice 30 days' prior written notice of cancellation of, material alteration in, or lapse of, any policy; and (iv) provide that such policies will not be invalidated as respect the interest of the Landlord by reason of any breach or violation of any warranties, representations, declarations, or conditions contained in the policies. The I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 22 Tenant will effect all such policies with insurers and upon terms satisfactory to the Landlord. The Tenant will give the Landlord certified copies of its insurance policies evidencing all such insurance and its renewal. The Tenant will pay the premium for each policy. If the Tenant fails to obtain or maintain any such insurance, the Landlord may do so as the Tenant's agent and at the Tenant's costs. The Tenant will review all its policies annually to ensure that they are up to date and will obtain and maintain such other insurance as required by the Landlord from time to time. 9.7 Landlord's Insurance The Landlord will take out and maintain property insurance on the Premises in the amounts, for the perils and on the terms and conditions that it insures its other buildings and property. 10.0 PERFORMANCE OF TENANTS COVENANTS, DEFAULT. BANKRUPTCY AND TERMINATION 10.1 Landlord May, Perform Covenants If the Tenant defaults in complying with any of its obligations under this Lease, the Landlord, in addition to its other rights and remedies under this Lease or at law or at equity, may remedy or attempt to remedy any such default and for such purpose may enter the Premises. No such entry will be deemed to be a re-entry or trespass. The Tenant will promptly pay the Landlord on demand for the Landlord's costs, charges and expenses of so remedying or attempting to remedy together with any interest thereon. Except for the Landlord's intentional acts or negligence, the Landlord will not be liable to the Tenant for any act or omission in so remedying or attempting to remedy. No notice of the Landlord's intention to perform such covenant need be given to the Tenant except if and to the extent any provision of this Lease expressly requires that notice be given in the circumstances. . 10.2 Right of Re -Entry on Default or Termination If and whenever: (a) the Tenant fails to pay any Rent after it is due and after five days' notice from the Landlord; or (b) the Tenant defaults in observing or performing any of its obligations and fails to cure that default within 30 days after the Landlord gives the Tenant notice specifying the nature of the default; or I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 23 (c) this Lease is terminated under any provision hereof; (d) the Landlord has become entitled to terminate this Lease; or (e) the Tenant abandons the Premises or any part thereof, then, in each and every such case, it shall be lawful for the Landlord at any time thereafter without notice or demand, with or without process of law and by forced entry if necessary, to enter into and upon the Premises or any part thereof in the name of the whole , and to terminate this Lease to repossess the Premises and enjoy as of its former estate, despite anything in this. Lease to the contrary. If the Landlord terminates this Lease pursuant to this Section 10:2 or otherwise as a result of default of the Tenant, the Tenant shall be liable to the Landlord for the amounts payable pursuant to Section 10.4. 10.3 Termination And Re -Entry If the Landlord is entitled to re-enter the Premises under this Lease or at law or at equity, the Landlord, in addition to its other rights and remedies, may terminate this Lease forthwith by leaving notice of such termination in the Premises. 10.4 [deleted] 10.5 Re -Letting If the Landlord is entitled to re-enter the Premises under this Lease or at law or at equity, the Tenant shall immediately vacate and surrender the Premises and all rights of the Tenant under this Lease to the Landlord and the Landlord, in addition to its other rights and remedies, may enter the Premises, as the Tenant's agent, and re -let them and receive the rent from that re -letting, and, as the Tenant's agent, take possession of any personal property in the Premises, or any place to which it has been removed, and sell it at public or private sale without notice to the Tenant, and the Landlord shall retain the proceeds and any basic rent or additional rent received from the re -letting, without prejudice to any amounts due and owing by the Tenant hereunder, all on whatever terms the Landlord may deem appropriate. 10.6 Method and Waiver on Re -Entry If the Landlord re-enters the Premises then, in addition to its other rights and remedies, it may expel the Tenant and those claiming through or under the Tenant, remove any property in the Premises, and force or change the locks, without being guilty of trespass. The Tenant waives and renounces the benefit of any present or future law requiring the Landlord to serve notice or begin legal action in order to re-enter. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 24 10.7 Bankruptcy s or Insolvency If the Term shall at any time be seized or taken in execution by any creditor of the Tenant, or if the Tenant shall make a general assignment for the benefit of creditors, or if it shall institute dissolution proceedings under the Society Act R.S.B.C. 1996 c. 433 or to be adjudicated a bankrupt or insolvent, or shall consent to the institution of bankruptcy or insolvency proceedings against it, or shall file an application or petition or answer or consent, seeking re -organization or re -adjustment of the Tenant under the Bankruptcy and Insolvency Act_or any law of Canada or any province thereof relating to bankruptcy or insolvency, or shall consent to the filing of any such application or petition, or shall consent to the appointment of a receiver, or if the Tenant or its officials or officers shall pass any resolution authorizing the dissolution or winding -up of the Tenant, or if a receiver, interim receiver, trustee or liquidator of all or any part of the property of the Tenant shall be appointed or applied for by the Tenant, or if a judgment, decree or order shall be entered by a court of competent jurisdiction adjudging the Tenant a bankrupt or insolvent or subject to the provisions of the Bankruptcy and Insolvency Act or determining the proceedings for reorganization, arrangement, adjustment, composition, liquidation, dissolution or winding -up or any similar relief under the Bankruptcy and Insolvency Act or any law of Canada or any province thereof relating to bankruptcy or insolvency have been properly instituted, then this Lease shall at the option of the Landlord immediately become terminated. 10.8 Distress The Tenant waives and renounces the benefit of any present or future law taking away or limiting the Landlord's right of distress, and agrees that none of the Tenant's personal property will be exempt from levy by distress for Rent in arrears. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 25 10.9 Cumulative Remedies The remedies of the Landlord specified in this Lease are cumulative and are in addition to any remedies of the Landlord at law or equity. No remedy shall be deemed to be exclusive, and the Landlord may from time to time have recourse to one or more or all of the available remedies specified herein or at law or equity. In addition to any other remedies provided in this Lease, the Landlord shall be entitled to restrain by injunction any violation or attempted or threatened violation by the Tenant of any of the covenants or agreements hereof. 10.10 Waiver and Condoning The failure of the Landlord to insist upon the strict performance of any covenant or agreement of this Lease shall not waive such covenant or agreement, and the waiver by the Lessor of any breach of any covenant or agreement of this Lease shall not waive such covenant or agreement in respect of any other breach. The receipt and acceptance by the Landlord of Rent or other monies due hereunder with knowledge of any breach of any covenant or agreement by the Tenant shall not waive such breach. No waiver by the Landlord shall be effective unless made in writing. 10.11 Legal Fees If the Landlord exercises any of its rights or remedies as a result of the default, the Tenant will pay the Landlord's reasonable costs and out-of-pocket expenses of so exercising, including complete legal costs. 10.12 [deleted] 11.0 GENERAL PROVISIONS 11.1 Events of Delay If either the Landlord or the Tenant is unable to provide any service, utility, work, or repair by reason of an Event of Delay not the fault of the party delayed, the time for performing the obligation shall be extended by that period of time which is equal to length of the delay, but this shall not operate to excuse the Tenant or the Landlord from the prompt payment of any amount required under the Lease. The Landlord or the Tenant, as the case may be, will use all reasonable efforts to overcome any such Event of Delay. Neither the Landlord nor the Tenant will be entitled to compensation for any inconvenience, nuisance, or discomfort caused by such an Event of Delay, or to cancel this Lease. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 26 11.2 Overholding This Lease will terminate at the End of the Term without notice or demand. If the Tenant stays in the Premises after the End of the Term without objection by the Landlord and without a further written agreement with the Landlord, such holding over will not constitute a renewal of this Lease. In such case, the Landlord, at its option, may elect to treat the Tenant as one who has not vacated at the End of the Term and to exercise all its remedies in that situation, or may elect to construe such holding over as a tenancy from month to month subject to all the terms of this Lease, except: (a) for Term; (b) basic rent which will be equal to two times the Basic Rent payable in advance in monthly installments on the first day of each month; and (c) that there will .be no inducements or allowances, renewal rights, rent abatements, rights of refusal, rights to additional space or other like concessions or rights. This provision shall not authorize the Tenant to overhold where the Landlord has objected. 11.3 Exhibiting Premises The Landlord, during normal business hours, may exhibit the Premises to prospective tenants during the last 6 months of the Term and, at all reasonable times, to the Landlord's prospective purchasers and lenders, but, in doing, will disturb the Tenant as little as possible. 11.4 Subordination This Lease and the Tenant's rights will be subordinated and postponed to all mortgages and other financial charges which now or hereafter charge the Premises, and to all renewals, modifications, consolidations, replacements, or extensions of same, notwithstanding the respective dates of execution or registration. The Tenant, at the Landlord's cost, will execute any instrument confirming such subordination and postponement. 11.5 Certificates The Landlord and the Tenant agree that at any time and from time to time upon not less than thirty (30) days prior request by the other party, each will execute, acknowledge and deliver to the other a statement in writing certifying: I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 27 (a) that this Lease is unmodified and in full force and effect or if there have been modifications that the same are in full force and effect as modified and identifying the modifications; (b) the dates to which the Rent and other charges have been paid and the request shall specify the charges in respect of which such information is required; (c) that, so far as the maker of the statement knows, without having conducted any searches or made any particular enquiries, the party who requests the statement is not in default under any provisions of this Lease; or, if in default, the particulars thereof; and (d) any other reasonable information which is requested. 11.6 [deleted] 11.7 Attornment If any person shall through the Landlord succeed to the rights of the Landlord under this Lease or to ownership of the Premises, whether through possession or foreclosure or the delivery of a transfer of the Premises then, upon the request of the party succeeding to the Landlord's rights hereunder, the Tenant shall attorn to and recognize the Landlord's Mortgagee or other party as the landlord of the Tenant under this Lease, and shall promptly execute and deliver any instrument that such party may reasonably request to evidence the attornment. In the event of any other transfer of the interest of the Landlord hereunder, upon the written request of the transferee and the Landlord, the Tenant shall attorn to and recognize the transferee as the landlord of the Tenant under this Lease and shall promptly execute and deliver any instrument that the transferee and Landlord may reasonably request to evidence the attornment provided that the transferee agrees with the Tenant to become the landlord hereunder and to assume the obligations of the Landlord hereunder that are to be performed after the transfer. 11.8 Ideleted] 11.9 [deleted] 11.10 [deleted] 11.11 Notices Any notice, request, or demand required or permitted to be given must be in writing and will be sufficiently given if personally served or mailed by prepaid registered post as follows: I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 28 (a) to the Landlord: Corporation of the District of Maple Ridge 11995 Haney Place Maple Ridge, British Columbia V2X 6A9 Attention: Municipal Clerk (b) to the Tenant: The Maple Ridge Pitt Meadows Arts Council 11944 Haney Place Maple Ridge, British Columbia V2X 6G1 Attention: The President Any notice, request, or demand will be presumed, if mailed, to have been received five business days after the day on which it is mailed, if delivered, upon receipt, except that if, between the time of mailing and actual receipt, there is an actual or reasonable, anticipated mail strike, slowdown, or labour dispute which might affect delivery, the notice will be effective only if actually delivered. Either the Landlord or Tenant will give notice to the other changing its address for service. The Landlord may require the Tenant to deliver to the Landlord's Mortgagee copies of such notices. 11.12 Time of Essence Time will be of the essence of this Lease, save as herein otherwise provided. 11.13 Registration This Lease must not be registered in the Land Title Office. 11.14 Liability If two or more persons, corporations, partnerships, or other business associations execute this Lease as Tenant the liability of each to observe or perform the Tenant's obligations will be deemed to be joint and several. If the Tenant or Covenantor, as the case may be, named in this Lease; is a partnership or other business association, the members of which by law are subject -to personal liability, the liability of each such member will be deemed to be joint and several. The Tenant will cause the Tenant's employees, invitees,' licensees, and other persons over whom the Tenant may reasonably be expected to exercise control to comply with the Tenant's obligations under this Lease, and any failure to so comply will be deemed to be a default by the Tenant. The Tenant will be liable to the Landlord for the negligent or willful acts: or omissions or any such employees, invitees, licensees, or other persons over whom the Tenant may reasonably be expected to exercise control. I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 29 11.15 Binding Effect It is further agreed and declared by the Landlord and the Tenant that this Lease shall extend to, be binding upon and enure to the benefit of, the Landlord and the Tenant and each of their successors and permitted assigns. IN WITNESS WHEREOF the Landlord and Tenant have executed this Lease as of the day and year first above written. The Corporate Seal of THE MAPLE RIDGE ) PITT MEADOWS ARTS COUNCIL was hereunto affixed in the presence of: ) C/S Authorized Signatory ) Authorized Signatory ) The Corporate Seal of THE CORPORATION OF ) THE DISTRICT OF MAPLE RIDGE was hereunto affixed in the presence of: ) C/S Authorized Signatory ) ) Authorized Signatory ) ) I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 30 SCHEDULE A PREMISES I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 31 SCHEDULE"B" ARTS CENTRE OPERATING AGREEMENT I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Lease 2009\Arts Centre Lease 2009.doc 12 Schedule "B" ARTS CENTRE BUSINESS ADVISORY COMMITTEE TERMS OF REFERENCE (a) The Committee will provide advice to the Society on matters referred to it by the Society and the Commission. (b) The Committee will meet with the Society's Board of Directors a minimum of two times per year to review and provide advice on business matters related to the operation of the Arts Centre. Such matters may include but shall not be limited to the following: resource development and sponsorship tourism and other economic development opportunities - business and financial planning - general business practices (c) Committee membership will be established by the Commission in consultation with the Society and the Maple Ridge and Pitt Meadows Chamber of Commerce who shall nominate two members to the Committee. Committee members may not serve for more than six consecutive years. (d) The Committee shall be made up of no fewer than three and no more than five appointees who shall be appointed as soon as possible at the beginning of each year and in any case no Tater than the end of March. (e) The Committee shall select its own chair at its first meeting each year. (f) The Commission's staff liaison to the Society the Executive Director of the Society and at least two members of the Society's Board of Directors shall attend all Committee meetings to provide information and receive feedback and advice from the Committee. (g) The Society will provide support to the Committee, preparing agenda and minutes in cooperation with the Committee Chair. (h) The Committee will provide a brief written report to the Commission each year as part of Society's annual report identifying the matters considered by the Committee and the advice given. l:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc Schedule "C" BUSINESS PLAN 2008 [Note Date Change] I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2OO9.doc MAPLE RIDGE PITT MEADOWS ARTS COUNCIL Business Plan, 2005 — 2008 (Revised September 2007) The ACT Arts Centre and Theatre has now been in operation for over four years. In the last year the operation has contii and quality of arts activities have surpassed most estimates. The Arts Council continues to look for new and exciting wa fulfil our mission and vision statements. Mission: In partnership with the community, the Maple Ridge Pitt Meadows Arts Council works to develop, promote and celebrate Vision: People of all ages discovering, experiencing, sharing and creating art in our community The Mission and Vision statements provide the Arts Council Board and staff with clear direction for the future of the orga community. What follows flows from the Mission and Vision, and from the experience of the first four years of operation. This Plan addresses goals in eight different areas: 1. Marketing and Public Relations - Goal: Increased use of Arts Council facilities 2. Theatre Operations — Goal: An accessible, affordable well-balanced theatre program, developed in partnership" 3. Visual and Performing Arts Programs — Goal: Continue to build Arts, Crafts and Performing Arts programs to me 4. Facility/Equipment — Goal: Maintain safe, clean, efficient facility 5. Human Resources — Goal: Ensure adequate staffing levels in all areas of the Arts Centre and Theatre 6. Finance — Goal: Create a financially stable organization; able to respond to new opportunities as well as operatic 7. Governance — Goal: A strong governance body 8. Community Relations — Goal: To engage the community in the development, promotion and celebration of the al This plan was created by the Interim Executive Director in March 2005 and is now being updated by the current Executi, Operating Agreement in force with the Maple Ridge Pitt Meadows Parks and Leisure Services Commission. Respectfully submitted Mark Taylor September 2007 Marketing and Public Relations: Goal: Increased use of Arts Council facilities (�6 (0 '0 0 O n 112 N T 0 a) o -a) > CEJ N o. 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Include training in annual budget. Regular staff meetings/team building activity Staff appreciation events Annual performance evaluations Review and update volunteer policies, procedures and recognition plans Utilize and support volunteer expertise / develo• work ex•erience e a) d a of Tcs 0 s- d Q O N (o 3 N of N O Q 0. O N 0 O a) 6• R .c (a as N R of ✓ • V c•• ca c O 1L C9 w a) m 0 O 1/43 H N cu LI 0 7 O (n o d 0 r 0 a) O ca Q O o • 0 c cn a O co a 2 co O a) a c v a)a Ta. Ea) U (`a a A CO O 76 C.2 >+ C C 3Q E 0 a 0 t 0) a) m a :U c E O c O U 0 ai-a 4- 0 O U U O n U - a) O .O 0 4- C O CU a N U a) O CT > LL J c cu N co C U C O O 0 w "a C CD a �Q C N O 0 O L O ,•.-. L m CO a (0 C c c • o m• .L' 0 C Increase in credibility a) .O a) c 0 T L C O 2 a) •0 a) C 0 Responsibility d 0 Develop annual budget (0 •U C co O LL co ` c O � N 0) 0 4 a R.12 xas W co - Q)a � C C a) 0) a _ CO (a a (0 CI)00. a) ((00 (a U N C E a) +U Ec 0.a ca) C a) a) c00 Ea 5. C 1 W C O a a u)>, O 0 CD �2aEi°> N co co O O U 0a)E(nE��' (0 'U c (0 C LL•a) t O U U -a CD m ❑ O am > a rn U ca a)C w 2 E co O I- 12 C a) a O E 0° a) a (0rc c o O CD c cn V U a U a r 2). N W ❑ I ❑ • O C L a)6- E o co CL >,U O _'3 E •5 m 0 N C O co a) 0 a) C u) -a 2Q o Governance Goal: A strong governance body 0 O 0 a Tcs0) 0 O CO 0 0 to7 N C Board/staff satisfaction Board/staff satisfaction Board/membership approval Board/ED/staff satisfaction Board satisfaction Board satisfaction a) c a) o Q E o E O 0 U O a) -a N -0 _• c.acia) 'c2 E a n a) Fs j 0 N LL. 03 � bf} 0 P a) E a) E 0 N 0 U C Outcomes Improved accountability Improvement in Board diversity Improved accountability Improved accountability Improved systems Improved systems Improved systems Improved Board performance (0 Q ca U a) o to U d N C+- '— C a) a) N E a3 U a - C N Strengthened organization 0) •O 0) c 0 0) c 'o 0) c 0 15 Q_ A N 0 4c-. E 0 nQ E o 0) O 0) c O 0) c 'o 0) 0 0) c •o a) c O CO 0 0 cV 0) c 'o 0) c 0 Responsibility (0 O 03 0 m ca O m 12 0 0 CO Board with staff support a) 00 > N QS O Q_ W a) C •` CO o E Of 0 2 E a) as Co v a) Q. Q = 'U "a C C 'C CO Q_ 3a) a) .c Q) c — o c:-. N E > Q 0 V C66CO CO • m N O c O co a) (0 Q. N a) V 13 N 0 .0 1 5 as m N c a)0 as a. 0. U Q N C (0_a N 'a 5 co o • m c 0 En a N 3 O O c O 0 m • N N O L E 2 0 > O o rn C 0 N Q_ C E (0 -0 o_ c a) N c Q 'N 2 •c-fi a) L > • c_ C-- Community Relations w O 0 O 4- n L ▪ w 0 ▪ r.. c 0 EO V 0. 4- cw E 0. d > 0) 0) 9- �F. c ._ E E O 0 N a) O) R 0) d 1- (0 •U (0 c O O L • O E (`(0 al UO C "- U (P(0 O N (1)>, N E 'U) . ra z co-.JCO E o C O • N(1) O ; a) > C J O (/) < L 0 O Q 0.'- O N Q O >-.a) O E _ E N>, U 0 E C Ccu N N U C C .c a) N w 4' c c E E E C O U O U N "rus O N O > NN o 0 > .- > O C J NJU)< a) 0 0 N *U 0. 0. (0 C O CD CO 7 a) CD 422 UN C< Full participation by diverse groups of performance 0) a) c • 0 ca U 'C 0 0 N U N o (0 O N (0 N a) a) O C C • c f0 '--O 9- a) _ N O CO (0 >. 03 CD a) O U > O O.0(n N o c U 0 4_ 0) .0 CO 0 E N • CD C C U 0 c C CO CI) CO CO C C lResponsibility N r 0 L ffs0 m 0 W L (I) CO -CsN C • I— W O -0 aE 0. a) O E a) -a 0 M d o 0 W C c a) E n O a) • N a)• To (cn0 •C N C c co c W O. 0) c 0) 0 0) to 0 W a) .0 E .O C Cf0 0. o c > O) • o U = o (a c0 ENE N O +_ N U < 0 0) c 0 0 W c +- a)a) O .� - 0) `) 0 N > Q m N 0' > -c.+ Ec • ELE S 3 m E D) (") ..fir C O w o W 0. O U 0) c 0 0) 0 Executive Director a) N (0 O NO- O j'- N N E 0- — E Q 0 >0O U p.—>+ a0 LL — E != p) .Q(0 >i N N N C L p U N'O N 0) a 0) c p 0) 0 Executive Director U c co d C o 0)O 0 0) O N us 3 us 5 8 O N 0- O. 0 VV)i (0 VU) rn� O 0 C N (o — d E c O c O < O 0. 0. as a) 0 a) E a) O )) > c J < (12 0 0 a 0 .0 a) ('o 0. aa) • 'a p N > "O J N O U CO t0 N N c C O. E E U 0 c_ •C a) u) cn N ) C a) 0) c '0 0) 0 0) '0 0) 0 0) '0 0) 0 0 W 0) a) (0 a) 4- - a Oc 0).Oc O O O E U N _cO (`Q 0�O• O C c (0 C1 • o "d C U) E a) — CY) 0.. 0 • 0 0 Q Schedule "D" LIST OF EQUIPMENT OWNED BY THE SOCIETY [2005 List - available on request] I:\2200 Legal Matters\2240 Agreements\Arts Centre\ACT Operating\ACT Operating Agreement 2009.doc Ridge Meadows Community Arts Council Equipment owned * As of April 28, 2005 Schedule "D" * Consists of: a) RMAC's equipment brought to the ACT at the time that the RMAC initially took up residency in the ACT. b) Equipment purchased from RMAC funds (from whatever source) since the RMAC took up residency in the ACT. # Description Sound/stage equipment 1 1 Grotian-Steinweg piano upright piano portable sound system (2 speakers & stands/mike & stand/mixer) cordless mike setup (2 of everhthing) sound system enhancements sound system enhancements - compressors/noise gates, relay- reverb unit/4 channels of EQ 1 edge dolly for BTG risers 28 flashlights for volunteers safety equipment/first aid 2 storage cabinets 1 TV/VCR Pottery Studio 1 kiln 1 kiln 1 kiln 1 pottery wheels 4 pottery wheels 2 pottery wheels 1 pottery wheel 1 pottery wheel 8 potters stools 1 Wedging table 2 work taples 1 slab roller 2 scales 3 wooden tables 3' x 7' 1 extruder package 2 shelving - modular 3 wooden shelves assorted tools, banding Darkroom Equipment 2 photo enlargers 2 photo enlargers Model 8' 6" concert grand Yorkville Micromix MP8 Shure Microphone Fender Speakers AKG HT4000 Band III headsets, transmitters, receivers various makes (total value=$646) Ashly GQX-3102 Eq, BSS DPR-404 Comp/Limiter 4 Channel, BSS DPR- 504 Quad Noise Gate, Lexicon MPX- 550 (value = $6,656) custom various (value=$880) Global, 6' high Panasonic PVC 2580 Skutt KM -1027-3 Skutt C 1018-108 Cress FX -23-B Shimpo RK -2 Shimpo RK 10 Basic Shimpo RK -10 Basic Shimpo RK Whisper Wheel Shimpo RK Whisper Wheel Brent custom collapsible Brent When acquired (see note) sched D 2003 sched D may28/04 jan 10/05 marl /05 apr2/05 dec16/04 jan13/05 jan31 /02 mar28/03 sched D dec/03 u/k u/k u/k may14/sep28/02 jun7/04 apr21/05 sched D sched D sched D sep 24/01 Triple Beam Balance/KW Kitchenware 2003 custom made mar22/04 Northstar Special c/w die kit may21/04 E-Z-Rect c/w shelf boards/posts, etc aprl/05 custom made u/k Source donated by Greta Wilson G&G Music ProSound ProSound BTG Enterprises Home Depot Western Safety Products Chairlines Haney Sewing (donated) Harry Hooge sch donation n/a n/a n/a Greenbarn Potters Greenbarn Potters Greenbarn Potters Frank Granger Andy Roy Greenbarn Potters Commander Warehouse n/a wheels (3), grinder, metalworker bench, 3 wood sculpture wheels, clay box Saunders LPL 67D & LPL 670 WCE sched D Omega 403-725 & Omega Super u/k Chromage C-700 1 film dryer cabinet sched D 1 print dryer c/w 2 -level cart Ilfospeed 5250 2004 assorted equipment, times, print dryer, developing tanks, racks, etc. n/a Britt donation Other assets.xls Sheetl 27/06/2005 1:19 PM page 1 of 2 Office Equipment 4 Seaniz computer systems 1 17" monitor 1 AST Bravo MT 433 computer system 3 monitors, 15" 1 Personal Laser Writer 1 photocopier (multi -function) 1 colour scanner 1 board room table (staff room) 1 printer table 1 executive work station/hutch 1 reception station/work centre 4 office swivel chairs 10 stacking chairs 1 reception chair 5 filing cabinets, lateral 1 filing cabinets, vertical 1 metal/wood desk with extension 1 bar fridge Ticket Centre L-shaped workstation computer accessories 1 computer system w. flat screen mon 2 swivel chairs water cooler 2 bookcases laser printer (supply room) DVDNCR w. flat TV (Mark's office) 1 computer system w. flat screen mon monitor punch/binder microwave oven Studio Equipment 2 projection carts 1 portable stereo 1 microwave oven 12 preschool chairs 6 preschool folding tables 2 metal stacking shelving units Large assortment of Pre -School equp 2 CD players Building enhancements 3 concrete ashtrays w. brackets wall hanging system for artwork CPU696824 TXB10001142 CA3137M2016G Panasonic Workio 150, No. 11171 HP ScanJet 5300C, no. 4882A197 rosewood, arborite top rosewood, arborite top rosewood, arborite top rosewood, arborite top blue/chrome 2, 3 and 4 drawer models 4 -drawer model custom UPS (2), Seagate back-up,harddrive Malaga silver/black (Glenna's) Kelvin C&C white/blue K070290958 mahogany, 6' high HP LaserJet Toshiba TV/Sylvania DVDNCR (Ticket Centre) Samsung Syncmaster 955DF Ibimatic Panasonic (kitchen) Philips Magnavox, AZ1207 Panasonic Artco Bell Chair Midwest ment, toys, musical instruments, etc. Panasonic (one is in Yennadon) secured to exterior of building east entrance hallway sched D sched D sched D sched D sched D sched D sched D sched D sched D sched D sched D sched D sched D sched D sched D sched D sched D sched D mar21 /03 jul/04-feb/05 jan10/05 may/june/02 may8/03 jan31 /02 may10/02 apr15/05 feb4/03 may16/02 apr28/05 mar28/03 sched D sched D sched D sched D sched D sched D sched D sep20/02 feb/05 mar23/05 Note Sched D = on original Schedule D attached to Operating Agreement (sched date = Dec/01) ** identical/similar equipment purchased with campaign funds are not included. Beckville Digital Media Digital Media Staples Purified Water Store Chairlines Staples London Drugs SCS Consulting Sam's Computing eBay Haney Sewing (donated) London Drugs Sanderson Concrete, Haney Iron Works Gallery Systems ** Other assets.xls Sheetl 27/06/2005 1:19 PM page 2 of 2 MAPLE RIDGE ART GALLERY FEE FOR SERVICE AGREEMENT THIS AGREEMENT dated the 1n day of January, 2009 BETWEEN: THE MAPLE RIDGE AND PITT MEADOWS PARKS AND LEISURE SERVICES COMMISSION, a Commission established by the Municipalities of Maple Ridge and Pitt Meadows in accordance with Section 176 of the Local Government Act, R.S.B.C., 1996, chapter 323 and amendments thereto, having its offices at 11995 Haney Place, Maple Ridge, B.C. V2X 6G2 (the "Commission") AND: OF THE FIRST PART THE MAPLE RIDGE PITT MEADOWS ARTS COUNCIL, a Society duly incorporated under the Societies Act of the Province of British Columbia, having an office at 11944 Haney Place, Maple Ridge, B.C., V2X 6G1 (the "Society") WHEREAS: OF THE SECOND PART A. The Commission and the Society desire to provide residents of and visitors to the Districts of Maple Ridge and Pitt Meadows with an opportunity to view and enjoy local and touring visual arts exhibits and to provide for the operation of an art gallery as particularised in Part I of this Agreement (the "Services"); B. The Commission is prepared to pay the Society for providing the Services and for operating the Art Gallery; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein and of other good or valuable consideration provided for herein (the receipt and sufficiency whereof is hereby acknowledged by each of the parties), the parties hereto agree as follows: PART I FEE FOR SERVICES Service Fees 1. So long as the Society occupies the Art Gallery and Gallery Shop and is not in default of that agreement the Commission agrees to pay to the Society the following fees (the "Service Fees") for provision of the Services: (a) One Thousand, Five Hundred and Fifty -Four Dollars ($1,554.00 paid monthly commencing on the first day of January, 2009. One Thousand, Six Hundred and Fifteen Dollars ($1,615) paid monthly commencing on January 1, 2010. One Thousand, Six Hundred and Eighty Dollars ($1,680) paid monthly commencing on January 1, 2011. All Service Fees shall be subject to set off and deduction of any I:\2200 Legal Matters\2240 Agreements\Art Gallery\Maple Ridge Art Gallery Fee for Service Agreement Final 2009.doc 2 amounts paid by the Commission under this Agreement on behalf of the Society and for any amounts owed by the Society to the Commission. Commission's Covenants The Commission agrees: (a) to assign a staff liaison to the Society who shall attend the meetings of the Board of Directors of the Society and the general meetings of the Society as a non-voting observer on an as available (occasional) basis for the purpose of facilitating communication between the Commission and the Society; (b) the staff liaison assigned pursuant to S. 2(a) shall be the manager of this agreement on behalf of the Commission; (c) to provide the Society advertising space in its "Arts and Recreation Brochure" to the extent possible within the Commission's advertising and marketing budget. Services 3. The Society covenants and agrees with the Commission and with the District to provide Services as follows: (a) to provide those services identified in the attached business plan (Schedule "A") to the extent permitted by the Society's budget and noting that the level of service identified in the plan will be modified as required should the anticipated revenues from other sources not be achieved. (b) to work with agencies, organizations and businesses involved in the delivery of leisure educational services to the residents of the community to ensure a commitment to a collaborative approach in providing the most competent, cost effective delivery system to the community; (c) to acknowledge the Commission and the District of Maple Ridge's support of the Society and its activities in all advertisements and publications used to promote these activities; (d) to provide an art rental program; (e) to maintain the Art Gallery and all of the equipment contained therein in a clean and safe condition at all times and in good working order save and except normal wear and tear. Equipment and facility operating and preventative maintenance, minor repairs, touch up painting and equipment replacement shall be the responsibility of the Society with the exception of the heating, ventilating, air conditioning systems and exterior signage which will be the responsibility of the District. Structural facility repairs, roofing, replacement and major repairs of heating, plumbing, air conditioning, electrical and ventilating systems with a lifecycle of beyond five years, exterior glass, repainting and flooring replacements shall be funded from the capital reserve established by the District of Maple Ridge for that purpose; (f) to maintain the Art Gallery and all of the equipment contained therein in a clean and safe condition; I:\2200 Legal Matters\2240 Agreements\Art Gallery\Maple Ridge Art Gallery Fee for Service Agreement Final 2009.doc 3 (g) to utilise the Art Gallery and Gallery Shop for their intended purpose as outlined in the business plan developed for the facility including the display of visual art, social gatherings, meetings, presentations and visual art appreciation education events and activities, the sale of art work and for no other purpose save and except that which may be approved by the Maple Ridge Pitt Meadows Arts Council and the Commission from time to time; (h) to provide a minimum of one opportunity per year to local non profit art groups to utilise the gallery for a four week long exhibit; (1) to provide a minimum of one opportunity per year to School District 42 to host a four week long exhibition of student art and provide ongoing gallery educational programs in co-operation with the School District; (j) to provide trained and suitable supervision for the activities described in this Agreement and thereby to: (i) recruit and train volunteers and paid contractors to conduct art appreciation programs and support the operation of the Art Gallery and Shop; (ii) require all staff, contractors and volunteers working in the Art Gallery and shop and delivering services in any public location who are in a position of trust working with vulnerable populations (children, etc.) to undergo a criminal record check on a bi-annual basis as a condition of engagement; (k) To publicly advertise any full time positions the Society intends to fill which are funded through this Agreement and to involve the Commission's staff liaison in the process of reviewing applications and conducting interviews to the extent that the representative so involved will be able to make a recommendation to the Society representatives charged with making the final decisions about who the successful candidate(s) shall be. To advise the assigned Commission staff liaison of any Society Board and General meetings so that the liaison may attend as a non-voting member. To provide training for members of the Board of Directors of the Society to ensure role clarity and an appreciation of the need for policy development, appropriate meeting management, appropriate Board/Staff relations, etc. Business Plan and Financial Statements 4. The Society must provide to the Commission and the District (a) a detailed business plan and a long term (five year) budget each year no later than September 1st, for the operation of the Art Gallery and for the delivery of the Services for review by the Commission and the Districts of Maple Ridge and the City of Pitt Meadows; (b) an audited financial statement each October. (c) an additional report each year which contains an indication of the usage of the Art Gallery along with an indication of the activities and showings offered by the Society during the prior year. Such report shall contain the attendance at the Art Gallery I:\2200 Legal Matters\2240 Agreements\Art Gallery\Maple Ridge Art Gallery Fee for Service Agreement Final 2009.doc 4 and the gross sales volume of artwork sold from both the Gallery Shop and the Gallery itself. A presentation of said annual report is to be made to the Commission in January of each year or as soon thereafter as such presentation can be reasonably scheduled. Society's Covenants 5. The Society must (a) save harmless and indemnify the Commission, the District of Maple Ridge and the City of Pitt Meadows their officers, employees, contractors and volunteers from and against any and all claims, suits, liability, demands, actions, proceedings, costs, damages and expenses whatsoever, by whomsoever brought arising in any way from the provision of the Services and the operation of the Arts Centre and from any act, omission, or default, negligent or intentional, of the Society, its officers, directors, members, contractors, volunteers or others of the Society in the provision of the Services, the operation of the Art Gallery, or any activities of the Society arising from or in any way connected to this Agreement; (b) obtain and maintain during the term of this Agreement, at the Society's expense, with such company or companies and on such forms as are acceptable to the Commission, in the name of the Society, Comprehensive General Liability insurance coverage •including without limiting the foregoing coverage for premises and operations liability, contingency liability with respect to the operations of contractors and subcontractors, completed operations liability, contractual liability and automobile liability for owner, non -owned and hired units. The limits of liability shall be acceptable to the Commission and shall not be less than $5,000,000 for each occurrence for bodily injury, including death and property damage. Each policy shall provide that it may not be cancelled, lapsed or materially altered without at least 30 days' notice in writing to the Commission by registered mail, and shall name the Commission, the District of Maple Ridge and the City of Pitt Meadows as additional insured parties and shall contain a cross liability clause so that all insured parties may be insured in the same manner and to the same extent as if individual policies had been issued to each. In the event such insurance lapses or is cancelled or any material alterations are made without the approval of the Commission, the Commission may at its option without notice forthwith terminate this Agreement or the Commission may, at its option and without obligation to do so, obtain and maintain such insurance at the expense of the Society and the Society hereby appoints the Commission as the Society's lawful attorney to do all things necessary for that purpose; (c) maintain all risk insurance approved by the Commission upon all chattels and equipment in the Art Gallery, all in the names of the Commission and the Society all in an amount equal to the full replacement value thereof; (d) deliver a copy of each insurance policy required by this Agreement to the Commission prior to the commencement of this Agreement and deliver evidence of maintenance of the insurance on request by the Commission; (e) maintain its status as a Society in good standing with the Registrar of Companies for the Province of British Columbia and to function in accordance with the Guidelines For Groups with whom the Commission enters into fee for service I:\2200 Legal Matters\2240 Agreements \ rt Gallery\Maple Ridge Art Gallery Fee for Service Agreement Final 2009.doc 5 agreements as described in the Commission's policy on such matters which is attached to and forms Schedule "8" of this Agreement; (f) maintain an open membership which will ensure all citizens of the District of Maple Ridge may become members of the Society; (g) restrict exclusive bookings of all or any part of the Art Gallery to no more than two months in duration without written permission of the Commission having been first obtained, (h) not suffer, permit or allow any unlawful activities or conduct or any nuisance to exist nor suffer, permit or allow any conduct or activity that is in breach of the Human Rights Code or which, in the opinion of the Commission, is not in keeping with community standards; (i) Obtain and keep current all permits and licenses required by law to be obtained to operate the Art Gallery and to provide the Services. PART 111 - GENERAL PROVISIONS 6. The parties agree: (a) this agreement shall come into effect on January 1st, 2009 and shall be concluded on December 31st, 2011 , provided that either party may terminate this Agreement upon giving 30 days notice in writing to the other of its intention to do so, at the address or addresses of the parties first above set out or at such address or addresses as the parties may advise each other in writing from time to time, and providing that the agreement shall be terminated upon the sub lease between the Maple Ridge Pitt Meadows Arts Council and the Society being terminated. The payments to be made to the Society under this agreement following early termination shall be pro -rata payments for the period of time that the agreement was in force. (b) the terms of this Agreement may be reviewed and revised with the mutual consent of all parties; (c) neither the Commission nor the District of Maple Ridge has made any representations, covenants, warranties, guarantees, promises or agreements (oral or otherwise) with the Society other than those contained in this Agreement; (d) nothing contained or implied herein shall prejudice or affect the rights and powers of the Commission or the District of Maple Ridge in the exercise of its functions under any public and private statutes, bylaws, orders and regulations, all of which may be fully and effectively exercised as if this Agreement had not been executed and delivered by the Society; (e) wherever the singular or masculine is used herein, the same shall be construed as meaning the plural, feminine or the body corporate or politic where the context or the parties so require. I:\2200 Legal Matters\2240 Agreements\Art Gallery\Maple Ridge Art Gallery Fee for Service Agreement Final 2009.doc 6 (f) the parties hereto shall do and cause to be done all things and execute and cause to be executed all documents which may be necessary to give proper effect to the intention of this Agreement; (g) nothing herein contained shall be deemed or construed by the parties, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties and no acts of the parties hereunder shall be deemed to constitute the Society as anything other than an independent contractor; (h) no subsequent alteration, amendment, change, revision or addition to this Agreement shall be binding on the parties unless in writing and signed by the authorised signatories; (i) G) no provision herein requiring approval or consent of the Commission or the District of Maple Ridge shall be deemed to have been fulfilled or unless written consent or approval relating to the specific matter has first been obtained. Nor prior consent or approval and no condoning, excusing or overlooking by the District of Maple Ridge or Commission on previous occasions when such consent or approval was required shall be taken to operate as a waiver of the necessity for such consent or approval wherever required; time shall be of the essence under this Agreement; and (k) this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. I:\2200 Legal Matters\2240 Agreements\Art Gallery\Maple Ridge Art Gallery Fee for Service Agreement Final 2009.doc 7 IN WITNESS WHEREOF the parties hereto have hereunto set their respective Corporate Seals, attested by the hands of their respective officers duly authorized in that behalf, the day and year first above written. The Corporate Seal of THE MAPLE RIDGE PITT MEADOWS PARKS AND LEISURE SERVICES COMMISSION was hereunto affixed in the presence of: Authorized Signatory Authorized Signatory The Corporate Seal of THE MAPLE RIDGE PITT MEADOWS ARTS COUNCI L was hereunto affixed in the presence of: Authorized Signatory Authorized Signatory C/S C/S I:\2200 Legal Matters\2240 Agreements\Art Gallery\Maple Ridge Art Gallery Fee for Service Agreement Final 2009.doc Schedule "A" BUSINESS PLAN 2007 I:\2200 Legal Matters\2240 Agreements\Art Gallery\Maple Ridge Art Gallery Fee for Service Agreement Final 2009.doc Schedule "B" COMMISSION REQUIREMENTS FOR GROUPS WITH WHOM THE COMMISSION ENTERS INTO FEE FOR SERVICE AGREEMENT 1. That the group maintain its status as a registered Society in good standing with the Provincial Registrar of Companies. 2. That the purposes of the Society listed in its Constitution encompass the service for which the agreement is being entered into. 3. That the Society dissolution clause in its Constitution identify that the assets of the Society shall go to a local organisation with similar purposes or to the appropriate local government authority (the District of Maple Ridge) upon dissolution of the Society. 4. That the Society's Bylaws provide for any resident of Maple Ridge or Pitt Meadows of the appropriate age to become voting members of the organisation at a reasonable annual cost. 5. That the Society's Bylaws provide for regular (annual) elections to the Board of Directors from the Membership (terms should be alternated between positions on the Board where the term of membership on the Board is longer than one year). The by laws should also provide for a maximum number of terms a member may serve on the Board before stepping down for at least one term. 6. That an audited financial statement be presented to the Commission on an annual basis if the fee for service is for an amount over $75,000 annually. If the fee for service is for a smaller amount a statement must be presented which is subject to audit at the discretion and expense of the Commission. 7. That a detailed annual report of the services provided to the community by the Society be provided to the Commission. 8. That the books and records of the Society be available to the Commission or its representatives for inspection at any time upon 24 hours notice having been provided requesting such notice. 9. That any changes to the Constitution or Bylaws of the Society be provided to the Commission in advance of such changes being brought forward to the membership for consideration and adoption. 10. That the Society prepare and present a five year financial plan for its operations to the Commission on an annual basis. I:\2200 Legal Matters\2240 Agreements\Art Gallery\Maple Ridge Art Gallery Fee for Service Agreement Final 2009.doc