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HomeMy WebLinkAboutPLSC 2015-01-08 Agenda.pdfMaple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Meeting Meadows Room, Pitt Meadows City Hall January 8, 2015 6:30 pm AGENDA 1.Welcome & Introductions 2.Appointment of Chair and Vice-Chair 3. Adoption of the Agenda 4. Minutes of the Commission Regular Meeting 4.1 Regular meeting of October 9, 2014 4.2 Regular meeting of October 30, 2014 5.Delegations: 5.1 Ms. Lindy Sisson, Executive Director, Maple Ridge-Pitt Meadows Arts Council Annual Report 5.2 Ms. Devon Benoit, Pitt Meadows Community Garden 5.3 Mr. Wendy McCormick, Maple Ridge Leisure Centre Update 6. Decision Item: 6.1 Maple Ridge Pitt Meadows Arts Council Operating & Lease Agreement and Cultural Facilities Rental Grant Program 6.2 Ridge Meadows Seniors Society Operating & Lease Agreement 6.3 Sport and Physical Activity Policy – P129 - Feedback 6.4 Dog Off Leash Park Recommendations - Feedback 7.Discussion Items 8. Information Items 8.1 Letters – Scotties Tournament of Hearts 8.2 PLS Commission 2015 meeting schedule 9.Commission Liaison Reports 10.Staff Liaison Reports 11.Question Period 12. Motion to adjourn PARKS & LEISURE SERVICES Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Minutes Page 1 of 4 City of Maple Ridge and the City of Pitt Meadows MAPLE RIDGE and PITT MEADOWS PARKS & LEISURE SERVICES COMMISSION REGULAR MEETING The Minutes of the Regular Meeting of the Maple Ridge and Pitt Meadows Parks & Leisure Services Commission, held in the Blaney Room at Maple Ridge City Hall,11995 Haney Place, Maple Ridge, British Columbia, on Thursday,October 9, 2014 at 6:30 pm. COMMISSIONERS PRESENT Commissioner Ernie Daykin, Chair Mayor, District of Maple Ridge Commissioner Al Hogarth Councillor, District of Maple Ridge Commissioner Michael Morden Councillor, District of Maple Ridge Commissioner Deb Walters Mayor, City of Pitt Meadows Commissioner David Murray Councillor, City of Pitt Meadows Commissioner Mike Murray Chair, School District No. 42, Board of Education Commissioner Dave Rempel Trustee, School District No. 42, Board of Education Commissioner Shannon Roberts Member at Large, Pitt Meadows Commissioner Stefany Tunshell Member at Large, Maple Ridge STAFF MEMBERS PRESENT Ms. Kelly Swift General Manager, Community Development, Parks & Recreation Services Mr. David Boag Director Parks & Facilities Ms. Wendy McCormick Director Recreation Ms.Sue Wheeler Director Community Services Ms.Yvonne Chui Recreation Manager, Arts & Community Connections Ms.Ingrid Kraus Executive Assistant COMMISSIONERS ABSENT Commissioner Gwen O’Connell Councillor, City of Pitt Meadows Commissioner Eleanor Palis Trustee, School District No. 42, Board of Education Commissioner Alanna Carmichael Member at Large, Maple Ridge Commissioner Michael Jacob Member at Large, Maple Ridge Commissioner Don Mitchell, Chair Member at Large, Maple Ridge Commissioner Garett MacDonald, Vice-Chair Member at Large, Pitt Meadows 1.Welcome & Introductions In the absence of Chair Don Mitchell,Commissioner Ernie Daykin chaired the meeting. There being a quorum present Commissioner Daykin called the regular meeting to order at 6:30 pm. Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Meeting Minutes –October 9, 2014 Draft Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Minutes Page 2 of 4 2.Adoption of the Agenda R14-053 It was moved and seconded That the Agenda for October 9,2014 be adopted as circulated. CARRIED 3.Minutes of the Commission Regular Meeting –September 11, 2014 R14-054 It was moved and seconded That the Minutes of the Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Meeting of September 11, 2014 be adopted as circulated. CARRIED 4.Delegations 4.1 Mr. Brian Johnston, PERC Ms. Swift introduced Brian Johnston of Professional Environmental Recreation Consultants, who was retained by both Councils to conduct the review of the Joint Leisure Services Agreement. Mr. Johnston went over the process undertaken to gather input from both Councils and the eight recommendations that flowed out of his report of July 31, 2014. The current joint agreement has been a very successful model for the past twenty years and continues to deliver a great deal of benefits to both communities. The recommendations are seen as an opportunity to strengthen an already good partnership.A discussion followed. Commissioner Daykin reported that prior to the Commission meeting this evening, a joint meeting of both Councils was held to review the eight recommendations in more detail and provide additional feedback. Ms. Swift advised that the next steps will be to take the additional information received from both Councils and bring forward a report to each Council to adopt the recommendations. The Commission will be provided with updates as they come available. Commission members acknowledged and thanked Mr. Johnston for the work completed on this review. Mr. Johnston left the meeting at 6:50 pm. Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Meeting Minutes –October 9, 2014 Draft Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Minutes Page 3 of 4 5.Staff Presentations –Nil 6.Discussion Items 6.1 Facility Admission Fee Structure Ms. Wendy McCormick showed a PowerPoint and provided an update on the comparison of services provided by community recreation facilities to privately owned/operated and specialized fitness studios. A discussion followed and additional suggestions were made for consideration. Ms. McCormick also provided an update on the admission statistics for Pitt Meadows. There were 33,036 visits at this time last year and for 2014, there were 35, 379 visits recorded, despite the Pitt Meadows Family Recreation Centre being closed for the entire first quarter of the year. Ms. Swift clarified that the presentation was also to show that services and bundles vary greatly among the different types of fitness providers.Work on performance measures planned in 2015 will help to clarify the PLS role.Staff continues to monitor admissions and ensure that our facilities remain open and accessible to everyone. Please note that Commissioner Deb Walters left the meeting at 7:20 pm. 6.2 Whonnock Lake Update Mr.Bruce McLeod provided the history of the master plan for Whonnock Lake which began in 1978. In 2000, the new master plan was undertaken and five projects identified; in 2013 funding for four projects became available.An open house was held September 25, 2014 to gather input and Mr. McLeod showed a PowerPoint on the various design components of the plan to date. A discussion followed and staff noted a number of additional comments and suggestions. Work will continue with the development of detailed design plans and tender documents, and the contract award will be brought to Maple Ridge Council for approval. Please note that Commissioner Al Hogarth left the meeting at 7:50 pm 7.Decision Items 7.1 Pitt Meadows Arts Council Operating & Lease Agreement and Cultural Facilities Rental Grant Program Commissioner Mike Murray declared a conflict of interest for decision item 7.1 and 7.2 as he is a member of the Arts Council Board. Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Meeting Minutes –October 9, 2014 Draft Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Minutes Page 4 of 4 As there was no longer a quorum present, items 7.1 and 7.2 will be deferred to the November 13, 2014 meeting. 8.Information Items -Nil 9.Commission Liaison Reports -Nil 10.Staff Liaison Reports -Nil Mr. David Boag provided an update on the responses to the Dog Days of Summer Trials that took place for one week each at Tolmie, Westview and Upper Maple Ridge Parks. Staff are presently going through the surveys and email comments received. A report and recommendation will be coming forward at the November meeting. Ms. Sue Wheeler reported that the Remembrance Day events will take place on November 11 in Spirit Square,Pitt Meadows and Memorial Peace Park in Maple Ridge with both beginning at 11:00 am. The CPR Holiday Train has added a stop in Pitt Meadows and the event takes place on December 17. The Food Bank will be participating in both Maple Ridge and Pitt Meadows. Ms. Wendy McCormick reported that in response to the teachers job action,staff were able to host camps for children at the Maple Ridge Leisure Centre (MRLC) and Pitt Meadows Family Recreation Centre (PMFRC). The PMFRC saw 102 children in June and 207 in September.The MRLC saw 245 children in June and 352 in September. 11.Question Period -Nil 12.Adjourn The regular meeting adjourned at 8:20 pm. ________________________________ Chairperson /ik Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Minutes Page 1 of 4 City of Maple Ridge and the City of Pitt Meadows MAPLE RIDGE and PITT MEADOWS PARKS & LEISURE SERVICES COMMISSION REGULAR MEETING The Minutes of the Regular Meeting of the Maple Ridge and Pitt Meadows Parks & Leisure Services Commission, held in the Meadows Room at Pitt Meadows City Hall,12007 Harris Road, Pitt Meadows, British Columbia, on Thursday,October 30, 2014 at 6:30 pm. COMMISSIONERS PRESENT Commissioner Don Mitchell, Chair Member at Large, Maple Ridge Commissioner Ernie Daykin Mayor, District of Maple Ridge Commissioner Al Hogarth Councillor, District of Maple Ridge Commissioner Deb Walters Mayor, City of Pitt Meadows Commissioner David Murray Councillor, City of Pitt Meadows Commissioner Gwen O’Connell Councillor, City of Pitt Meadows Commissioner Mike Murray Chair, School District No. 42, Board of Education Commissioner Dave Rempel Trustee, School District No. 42, Board of Education Commissioner Alanna Carmichael Member at Large, Maple Ridge Commissioner Garett MacDonald, Vice-Chair Member at Large, Pitt Meadows Commissioner Eleanor Palis Trustee, School District No. 42, Board of Education STAFF PRESENT Mr. David Boag Director Parks & Facilities Ms. Wendy McCormick Director Recreation Ms. Sue Wheeler Director Community Services Ms. Ingrid Kraus Executive Assistant COMMISSIONERS ABSENT Commissioner Michael Morden Councillor, District of Maple Ridge Commissioner Michael Jacob Member at Large, Maple Ridge Commissioner Shannon Roberts Member at Large, Pitt Meadows Commissioner Stefany Tunshell Member at Large, Maple Ridge 1.Welcome & Introductions Commissioner Don Mitchell called the regular meeting to order at 6:35 pm. Ms.Kim Grout, CAO and Mr. Mark Roberts, Corporate and Finance Officer, City of Pitt Meadows, were introduced. Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Meeting Minutes –October 30, 2014 Draft Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Minutes Page 2 of 3 2.Adoption of the Agenda R14-055 It was moved and seconded That the Agenda for October 30,2014 be adopted as circulated. CARRIED 3.Minutes of the Commission Regular Meeting –Nil 4.Delegations -Nil 5.Staff Presentations –Nil 6.Discussion Items –Nil 7.Decision Items 7.1 Draft 2015-2019 Business Plan Ms.Kelly Swift introduced the business plans and using a PowerPoint presentation, the General Manager and Directors each spoke to their respective departments.Questions and comments for input into the business plans were gathered. Please note that Commissioner Ernie Daykin joined the meeting at 7:45 pm. Following the Community Services business plan review, Ms. Sue Wheeler spoke to three incremental packages being put forward for consideration. R14-056 It was moved and seconded That the Festival Fund Proposal incremental package be forwarded to Councils for consideration during the 2015 business plan process. CARRIED R14-057 It was moved and seconded That the Cultural Plan Proposal incremental package be forwarded to Councils for consideration during the 2015 business plan process. CARRIED Opposed Commissioner Deb Walters. Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Meeting Minutes –October 30, 2014 Draft Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Regular Minutes Page 3 of 3 R14-058 It was moved and seconded That the Cultural Facilities Rental Grant Program incremental package be forwarded to Councils for consideration during the 2015 business plan process. CARRIED R14-059 It was moved and seconded That the draft 2015-2019 Community Development, Parks & Leisure Services Business plan be endorsed noting that finalization of the plan is subject to adoption by the Maple Ridge and Pitt Meadows Municipal Councils. CARRIED 8.Information Items -Nil 9.Commission Liaison Reports -Nil 10.Staff Liaison Reports 10.1 November Commission meeting Ms. Swift inquired into availability for the November 13, 2014 meeting. As it is two days before the election, it was determined that there would not be a quorum and the meeting will be cancelled. There is no meeting in December and , therefore, the Commission will reconvene on January 8, 2015. 11.Question Period -Nil 12.Adjourn The regular meeting adjourned at 8:55 pm. ________________________________ Chairperson /ik C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Arts_Council_Agr_2015-01-08_487D886D.doc 1 SUBJECT:MAPLE RIDGE PITT MEADOWS ARTS COUNCIL AGREEMENTS EXECUTIVE SUMMARY: The Operating Agreement and Lease Agreement attached for consideration are renewals to previous agreements between the Maple Ridge and Pitt Meadows Parks & Leisure Services Commission (the Commission), the City of Maple Ridge (for the lease) and the Maple Ridge Pitt Meadows Arts Council (MRPMAC).The term of each agreement is three years and the current expiry date is December 31, 2014. Since the opening of the Arts Centre in 2003, the Arts Council Society has coordinated and provided arts opportunities and services and operated the Arts Centre Theatre and Gallery for the benefit of residents in our two communities through these agreements.In 2013, the Society celebrated its tenth anniversary operating the ACT facility and offering arts programs and services. This milestone signified MRPMAC’s success in engaging the community and stabilizing their financial position while maintaining a commitment to artistic excellence and sound management; total attendance for programs and events offered by MRPMAC increased by +180%over this ten year period. Attached to this report are the amended Lease and Operating Agreements which are recommended for approval. The proposed Operating Agreement reflects the funding provided for in the 2014-2018 approved financial plan. RECOMMENDATION: a)That the Chair and General Manager, Parks and Leisure Services be authorized to execute the Maple Ridge Pitt Meadows Arts Council Operating Agreement for 2015 - 2017; b)That a recommendation be forwarded to Maple Ridge Council that the Manager, Legislative Services be authorized to execute the Maple Ridge Pitt Meadows Arts Council Lease Agreement 2015 -2017. DISCUSSION: a)Background Context: The Arts Council has provided excellent artistic and cultural programs and services to the citizens of Maple Ridge and Pitt Meadows for many years including sound management of the Arts Centre Theatre facility (The ACT).It has met the obligations of the current agreement. Since this spring, the Executive Director and Business Manager appointed by their Board of Directors have met with PLS staff to discuss these agreements. During this review all parties concluded that the current Agreement and Lease models required modification to reflect current practice and to develop an accountability framework for the future. After reviewing the sector’s literature on agreements between civic and non-profit entities and extensive discussions and consultations internally and Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Report REGULAR MEETING January 8, 2015P--Pitt Meadows PAfttt.5 &,LEISURE SERVICES C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Arts_Council_Agr_2015-01-08_487D886D.doc 2 externally, the highlights of the proposed main changes to the Agreement and the Lease for Commission’s consideration are as follows: 1.Lease a)The language for the insurance sections and legal land description were updated for clarification purposes. The agreement also includes clarification on the capital replacement plan. This discussion resulted in the development of a master capital and equipment inventory list which allocated responsibility and will be reviewed annually and updated as needed by both parties. b)Language was added that allows for some use of the facility by the City of Maple Ridge as landlord at mutually agreed upon times. 2.Operating Agreement a)The agreement was changed from a Fee for Service format to an Operating Agreement to reflect the current practice but more importantly to remove any barriers for the Arts Council to raise funds as an independent society. b)The Art Gallery Fee for Service Agreement was folded into the proposed Arts Centre Operating Agreement to streamline documentation and to reflect MRPMAC’s operation of the Arts Centre Theatre and the Gallery that operates within this facility in one agreement.This document change aligns with the recommendation in the Joint Leisure Services review conducted by Pro fessional Environmental Recreation Consultants Ltd. that the Art Gallery be added as a joint service. c)The Agreement and Lease documents were streamlined and clarified to ensure items are warranted while in keeping with the spirit and intention of the original agreements, d)A provision to permit two appointed members of Council (one from Maple Ridge Council and one from Pitt Meadows Council) as non-voting liaison representatives to the Society’s Board of Directors to attend regular meetings of the Board of Directors.Previously there was no provision for Council representatives in the Agreement. e)Performance focus areas were clarified and outlined.Staff will use this when working with the Society’s representatives on designing a reporting framework of responsibilities, accountability and outcomes to demonstrate value for the operating grant.The performance focus areas include:community capacity building, collaborative community planning, community arts engagement, quality art experiences, efficient and sustainable operations and organizational capacity building. f)A provision in the proposed Agreement requires that the Arts Council take into consideration identified Commission policies and procedures for civic owned facilities and align to them to the best of the Society’s abilities and resources. g)The current participation program allotment of $2,000 for access to arts programs by residents with a low income is proposed to now be included in the operating grant for the Society. This fund offsets the Participation Program portion of the Society’s financial access initiatives and is designed to ensure the C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Arts_Council_Agr_2015-01-08_487D886D.doc 3 provision of low cost opportunities for citizens to access arts programs and services. h)The Accumulated Surplus (AS) ceiling is being proposed to be raised from $100,000 to $150,000 to reflect the growth of the Society and its responsibilities in maintaining the operating equipment in the facility as per the master capital and equipment inventory.The Accumulated Surplus refers to the maximum annual surpluses in the operation of the Arts Centre available for use by the Society as an operating reserve to fulfill its responsibilities. i)The recommended budget increase for the renewed Agreement with the Arts Council Society reflects the funding allotment in the 2014–2018 approved financial plans: 2% increase or $12,533.74 in 2015 2% increase or $12,784.41 in 2016 2% increase or $13,040.10 in 2017 The operating grant from the Commission represents a portion of the overall budget for the Arts Council to operate the ACT facility and to provide arts programs and services.A review of past increases indicates that each year that the Agreement has been in place, funding associated with the agreement has been increased by an amount that is either equal to or greater than the Consumer Price Index. This proposed increase will allow the Society to further strengthen its financial position, to continue to leverage additional funding sources,and to address community needs and operating obligations as the community continues to grow. b)Desired Outcome: A robust and engaged arts sector that develops sense of community and cultural vitality, enhances local economic benefits, attracts tourists and participants, develops volunteerism and improves quality of life that attracts and retains existing and new residents and businesses. c)Strategic Alignment: Recommendations align with the 2010 Parks, Recreation and Culture Master Plan directions (6.5 Cultural Facilities, Arts Culture and Heritage),the Commission’s Asset Based Community Development and Volunteer Policies. d)Citizen/Customer Implications: The proposed renewal of these Agreements contributes to the encouragement of positive recreational and cultural opportunities for citizen engagement,as well as the development of a safe, vibrant, and livable community. e)Business Plan/Financial Implications: The proposed Agreements align with the business plan goals. The Agreement funding increases are included in the funding allotment in the 2014–2018 approved financial plans. CONCLUSIONS: The working relationship with the Arts Council has strengthened throughout the +10 years of agreements related to operation of the ACT facility and the provision of arts programs and services benefiting the citizens of both communities. Renewing the amended Operating Agreement and Lease for 2015 through 2017 is recommended and is within the funding envelope identified within the 2014-2018 approved financial plans that takes into C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Arts_Council_Agr_2015-01-08_487D886D.doc 4 consideration a modest inflationary increase and ensures a sus tainable service to the community.This continued investment supports the growing recognition of the important role that Arts and Culture play in the sustainability of cities, especially in relation to economic prosperity, innovation, creativity and the health and wellness of the community. “Original signed by Yvonne Chui” Prepared By:Yvonne Chui Recreation Manager Arts and Community Connections “Original signed by Sue Wheeler” Reviewed By:Sue Wheeler Director,Community Services “Original signed by Kelly Swift” Approved By:Kelly Swift General Manager, Community Development Parks & Recreation Services :yc Attachment –MRPMAC Draft 2015 Operating and Lease Agreements C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 1 ARTS CENTRE OPERATING AGREEMENT THIS AGREEMENT made as of the 1st day of January, 2015 BETWEEN: CITY OF MAPLE RIDGE 11995 Haney Place, Maple Ridge, B.C.V2X 6A9 (the “City of Maple Ridge”) AND CITY OF PITT MEADOWS,12007 Harris Road, Pitt Meadows, B.C. V3Y 2B5 (the “City of Pitt Meadows”) (collectively, the “Maple Ridge and Pitt Meadows Parks and Leisure Commission”or “Commission”) OF THE FIRST PART AND MAPLE RIDGE AND PITT MEADOWS ARTS COUNCIL, a Society duly incorporated under the Societies Act of the Province of British Columbia and registered under number S- 9295, having an office at 11944 Haney Place, Maple Ridge, B.C., V2X 6G1 (the “Society”) OF THE SECOND PART WHEREAS: A.The Commission provides parks and leisure services to the residents of Maple Ridge and Pitt Meadows through the exercise of authority delegated separately by the City of Maple Ridge and the City of Pitt Meadows pursuant to a Joint Service Agreement dated July 22, 2008; B.The City of Maple Ridge and the Society have entered into a Lease dated for reference first day of January 2015 (the “Lease”) with respect to the building located at 11944 Haney Place, Maple Ridge, legally described as part of PID: 001-041-967, Lot 118 Except: Firstly: Part Subdivided by Plan 68843; Secondly: Part Subdivided by Plan LMP46699; Third ly: Part Subdivided by Plan LMP46997; District Lot 398 and 401 Group 1 New Westminster District Plan 60562 and known as Maple Ridge Arts Centre, Theatre and Gallery (the “Arts Centre”); C.The Commission and the Society desire to provide for the co-ordination and provision of arts programs and services for the benefit of the residents of Maple Ridge and Pitt Meadows and to provide for the operation of the Arts Centre, Theatre and Gallery (collectively the “Arts Centre)all as particularized in Part II of this Agreement (the “Operations”); C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 2 D.The operator of the Arts Centre must be a leadership organization that will play a key role to strengthen community arts groups, artists and the cultural sector; to build community wide connections and networks and to encourage an understanding of arts and culture in creating a healthy, vibrant community. E.The Society operates as a not-for-profit member based organization governed by a Board of Directors and managed by a professional staff dedicated to promoting and encouraging appreciation for the arts as stated and outlined in the Society’s Constitutional Purposes (attached hereto as Schedule A).It has the capacity to align activities, programs and operations with the Society’s Constitution. F.The Commission is prepared to pay an operating grant to the Society for managing and operating the Arts Centre and towards the provision of arts programs and services; 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 1.The parties confirm that the City of Maple Ridge as owner of the Arts Centre has granted a Lease to the Society of the Arts Centre for a term of three years commencing the 1st day of January 2015. 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 City of Maple Ridge or the Commission, such default may be treated by the City of Maple Ridge,in its sole and unfettered discretion,to be a default by the Society under the Lease and the City of Maple Ridge may exercise all its rights and remedies for default pursuant to the Lease including, without limitation, termination and re-entry. Parking 3.The City of Maple Ridge will negotiate with the Society to provide access to random (non- exclusive) parking passes for underground parking within the parameters set for this program,for use only by staff and volunteers of the Society, subject to the same terms and conditions (including parking fees) followed for parking passes assigned to City of Maple Ridge staff. 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. C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 3 PART II –OPERATIONS AND FUNDING Operating Funds 5.The Commission agrees to pay to the Society the following funds to manage and operate the Arts Centre and towards the provision of arts programs and services in accordance with and subject to the terms and conditions outlined in the Agreement: a.For the 2015 calendar year,an annual amount of $708,687,to be paid in equal monthly installments on the first day of each month; b.For the 2016 calendar year,an annual amount of $721,221 to be paid in equal monthly installments on the first day of each month; c.For the 2017 calendar year,an annual amount of $734,005, to be paid in equal monthly installments on the first day of each month (collectively, the “Operating Funds”) For clarity, the calculation of the Operating Funds described above includes an annual amount of $80,000 to offset the cost of the annual rent under the Lease and $2,000 for the Participation Program noted in section 9(m). All Operating Funds payments shall be subject to 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 the Operating Funds in any year is subject to the establishment of the Commission’s annual budget by the City of Maple Ridge and the City of Pitt Meadows.The Commission shall budget for the Operating Funds; however, it is understood and acknowledged that if the Operating Funds budgeted by the Commission are reduced, the Commission and the Society agree to review and proportionally reduce the level of operating responsibilities to be provided by the Society under this Agreement. Commission’s Covenants 7.The Commission agrees: a.to assign a staff liaison (the “Staff Liaison”)who shall attend the meetings of the Board of Directors of the Society and the general meetings of the Society including strategic planning as a non-voting observer for the purpose of facilitating communication between the Commission and the Society; b.the Staff Liaison shall be the manager of this Agreement on behalf of the Commission; c.to appoint two members of Council (one from Maple Ridge Council and one from Pitt Meadows Council)selected by the Mayors as non-voting liaisons to the Society’s C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 4 Board of Directors and permit them to attend regular meetings of the Board of Directors; d.to provide to the Society advertising space in its Arts and Recreation Guide (the “Guide”)equivalent to the space customarily provided for arts programs and services in past issues of the Guide and such other space as may become available as determined by the Commission,without cost to the Society,and to do its utmost to promote and publicise the Society ’s programs and services through the distribution of the Guide and any other avenues that may be available and appropriate; e.to accept registrations for the programs described in paragraph 9 (i) and in accordance with the policies and procedures described in paragraph 9(n)and to remit such registration fees (net)to the Society at a mutually agreed upon schedule; and f.to provide access to all Commission parks and leisure facilities for the Society’s arts programs at no cost,waiving base rent and pending availability.The Society will be responsible for any additional expenses incurred by the Commission beyond base rent.For uses other than art programs,the Commission will provide access to Commission 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 in accordance with the current fees and charges policy (see website www.mapleridge.ca), 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. The Society will be responsible for any additional related expenses in operating a program from any of these facilities. 8.The Commission may, at its sole discretion, establish an Arts Centre Business Advisory Committee for limited periods and may appoint such members to such Committee as it deems desirable.The Commission will take reasonable steps to consult with the Society and work on criteria and terms where appropriate.Any Committee established under this section 8 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. Society’s Covenants 9.The Society agrees with the Commission and with the City of Maple Ridge and the City of Pitt Meadows: a.to manage and operate the Arts Centre in accordance with this Agreement and the Lease for the intended purposes of the Arts Centre including arts and recreational programs,visual art exhibitions, social gatherings, meetings,presentations,small conferences, events, rentals, gallery shop,and for no other purpose save and except that which may be approved by the Commission from time to time. The Society will establish operating policies and procedures for its operations in line with its strategic business plan; b.to provide the arts programs and services which will be functioning primarily within the Commission’s geographic area of jurisdiction, within the limits of available resources; C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 5 c.to deliver arts programs and services that take into consideration the following Commission’s performance focus areas: i.community capacity building, ii.collaborative community planning, iii.community arts engagement, iv.quality art experiences, v.efficient and sustainable operations, vi.organizational capacity building. The Society will consult and work with the Staff Liaison to articulate these performance focus areas and ensure that the arts programs and services reflect these performance focus areas; d.when developing arts programs and services,to take into consideration a community development approach to provide member arts groups, community groups, school district, business and individuals the opportunities to connect, link, learn toge ther, share assets and common interests, network and co-create through arts and culture where possible; e.to actively participate in collaborative planning opportunities and city-wide initiatives related to arts and culture (e.g. committees for programming,promotions, volunteerism, public art,artist in residence,cultural planning, mapping, assessments and community development)that align with Commission’s policies, vision and goals for the community and partners at large and the Society’s goals within available resources; f.to provide equal and reasonable opportunity for access to and use of the Arts Centre to all local organizations whether or not they hold membership in the Arts Council; g.to allow local artists and arts groups reasonable access to and use of the Art Centre’s exhibition and performance spaces and programs that supports the growth of local artistic expression and opportunities; h.to participate with Commission to negotiate in good faith with the Board of Education of School District No. 42 (Maple Ridge Pitt Meadows)for use of the Arts Centre on an “as available”basis based on current rate schedule. i.to plan, promote and coordinate all aspects of a diversity of arts and cultural activities and educational programming for all age groups in simi lar 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. Further the Commission recognizes that funding beyond the Agreement is required to undertake all programs, operations and services; C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 6 j.within the Society’s available resources,to conduct surveys and evaluations and compile and analyze statistics and data on programs, services and Operations to inform and meet strategic and business planning processes, monitoring and reporting requirements; k.to work with agencies, organizations and businesses involved in the delivery of arts , leisure and educational services to the residents of the community to ensure a commitment to a collaborative approach to quality programming while providing the most competent, cost effective delivery system to the community; l.to advertise the arts and cultural programs in the Commission’s Arts and Recreation Guide in accordance with all deadlines and standards established by the Commission for the production of the Guide in addition to utilizing other appropriate advertising methods; m.to provide low cost access to programs and services to the best of the Society’s ability. This includes the provision of subsidized access for individuals referred through the Commission’s Participation Program to a level that maintains similar subsidized access as has occurred in previous years.An allotment of $2,000 per year has been included in the Operating Funds to offset the Participation Program portion of the Society’s financial access initiatives; n.to require participants to register in programs using the current computerized registration system or future systems yet to be determined at the Maple Ridge Leisure Centre and the Pitt Meadows Family Recreation Centre, in accordance with the current Commission registration policies, deadlines and operational procedures; o.to include provision for appropriate levels of training and professional development opportunities for the Board of Directors, staff and volunteers of the Society within available resources in the Society’s annual budget as part of best practises for a non - profit organization and in accordance with the Society’s governance policy; p.to use good board governance practises and procedures including understanding of fiduciary duties; q.to apply and maintain quality human resources management practises for non-profit organizations of similar size, scale and scope including: (i)a criminal record check as a condition of employment for staff and volunteers working with vulnerable populations as per Commission policy, (ii)appropriate levels of supervision for all direct and partnered activities and programs,and (iii)fostering a culture of inclusivity by applying broad recruitment efforts including the use of 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; r.to seek funding from diverse sources including grants, sponsorships and fundraising endeavours as best practises; C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 7 s.to adhere to and align with identified Commission policies and procedures for civic owned facilities to the best of the Society’s abilities and resources (e.g. safety, community development, volunteerism, criminal records check)as set out in Schedule E; t.to operate the Arts Centre in an efficient,effective and sustainable manner that takes into consideration the long term viability of the Arts Centre; u.to acknowledge the support of the Society, its programs and activities by the Commission,the City of Maple Ridge and the City of Pitt Meadows as applicable in appropriate communications and promotional materials used to promote these activities and where space permits.The Society shall provide such acknowledgement by using the logos and/or names of Commission,City of Maple Ridge and City of Pitt Meadows in accordance with prescribed standards; v.to maintain the Arts Centre and the operating equipment contained therein in a clean and safe condition at all times and in good working order,excepting 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. The equipment shall remain the property of the City 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 Soc iety. Details of capital replacement between the Commission and Society are outlined in the Lease; w.To 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 owned, non-owned and hired units. The limits of liability 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 City of Maple Ridge,the City of Pitt Meadows and the Board of Education of School District No. 42 (Maple Ridge Pitt Meadows)as additional insured parties and shall provide for cross-liability and severability of interests, which means that the policy applies separately to each insured party. 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; x.To 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 renewal of the insurance on request by the Commission; C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 8 y.To 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 policy attached hereto as Schedule “F”; z.To maintain an open membership which will ensure all citizens of Maple Ridge and Pitt Meadows may become members of the Society; aa.Not to amend the Constitution or the bylaws of the Society without first informing the Commission of the intended amendment; bb.To 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; cc.Not to 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; dd.To possess, occupy, use and operate the Arts Centre in accordance with all the terms and conditions of any licenses issued by any governmental authority; ee.To obtain and keep current all permits and licenses required by law to be obtained to operate the Arts Centre and to fulfill the Society’s obligations; and ff.To permit the Staff Liaison and the Commission’s representative’s to attend meetings of the Society’s Board of Directors. Business Plan, Financial Statements, Arts Centre Equipment Reserve and Accumulated Surplus and Capital Improvement Fee 10.The Society must provide to the Commission: (a)a detailed strategic 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 Operations, programs and activities for review by the Staff Liaison (attached as Schedule C). The strategic business plan and budget will be in alignment with the Commission’s vision and goals for community partners operating civic-owned facilities and will inform the Commission’s annual business plans; (b)an Annual Report presentation each October following the Society’s AGM to the Commission including: (i)audited financial statements;and (ii)annual statistics on Arts Centre use, program and participation attendance numbers for scope of programs and services offered, volunteer information and other relevant data; (c)Reporting on how the arts programs and services have met the Commission’s performance focus areas listed in section 9(c),that will be further defined through the development of a mutually agreed upon framework for annual reporting; C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 9 (d)Three year comparative statistics including projected year, based on the Society’s fiscal year,provided to the Staff Liaison each fall for department business planning purposes; and (e)In the event the parties agree to renew this Agreement,a projected three year budget (e.g.2018-2020) at the time of renewal. 11.The parties agree that: (a)Annual surpluses in the operation of the Arts Centre and performance of the Operations shall form part of the accumulated surplus for use by the Society as an operating reserve as follows: i)the Society’s capital assets or capital improvement funds do not form part of the accumulated surplus; ii)until the amount in the accumulated surplus reaches $150,000,all annual surpluses shall be recorded as unrestricted net assets and remain the property of the Society; iii)in any year that the amount in accumulated surplus is below $150,000, the annual surpluses in that year shall be applied firstly to accumulated surpluses sufficient only to restore a minimum balance of $150,000. When, and in any year, the amount in accumulated surplus is $150,000 or more,the Society must deposit a portion of that year’s annual surplus up to $30,000 with the City of Maple Ridge to be held by the City of Maple Ridge in an interest bearing Arts Centre Equipment Reserve (“ACER”); and iv)where the accumulated surpluses exceeds $150,000, and after $30,000 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 as each sees fit; (b)the Society may establish a Capital Improvement Fund (CIF),with funds collected from a per ticket fee is charged to patrons,to be used for the sole purpose of capital improvements to the Arts Centre. This fund shall be restricted for this purpose in the Society’s books; (c)monies received or fundraised by the Society for the purposes of arts program delivery remain the assets of the Society;. (d)The Society shall deposit any monies received, donated or fundraised, other than CIF, for the purposes of capital expenditure or improvement in the ACER fund with the City of Maple Ridge or expensed towards capital items to be purchased; (e)capital equipment that becomes part of the infrastructure of the Arts Centre fundraised for by the Society becomes the property of the City of Maple Ridge; (f)equipment purchased through grants applied for by the Society remain the property of the Society if required under the conditions of the respective grant and will become part of the equipment list attached as Schedule D; C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 10 (g)expenditures from ACER shall only be for Arts Centre equipment or mutually agreed upon capital improvements, and shall be made by the Society following the Maple Ridge Purchasing Policy and reimbursed by the City of Maple Ridge upon provision of receipt for same; and (h)if any equipment previously purchased with ACER funds is sold by the Arts Council, the Society will deposit proceeds from such sale with the City of Maple Ridge in the ACER fund. Indemnity 12.The Society will: (a)release the Commission, the City of Maple Ridge,and the City of Pitt Meadows, and agrees not to sue the Commission, the City of Maple Ridge and the City of Pitt Meadows in respect of any matter arising out of or relating to this Agreement, except for any wrongful refusal of the Commission, the City of Maple Ridge, or the City of Pitt Meadows to perform its obligations under this Agreement; and (b)indemnify, defend and save harmless the Commission, the City of Maple Ridge and the City of Pitt Meadows,their elected officials,officers, employees, agents, contractors and volunteers from and against any and all claims, suits, liability, demands, actions, proceedings, costs (including legal costs), damages and expenses whatsoever, by whomsoever brought arising from: (i)any breach, violation, default or non-performance by the Society of any provision of this Agreement; (ii)any act, omission, or negligence of the Society, its officers, directors, members, contractors, volunteers or others of the Society (iii)any death, personal injury, property damage, property loss, economic loss or other loss or harm suffered by any person, including the Commission, the City of Maple Ridge, and the City of Pitt Meadows, on or in relation to the Arts Centre or the Operations of the Society.. The indemnity contained in this agreement survives the expiry or earlier termination of this Agreement. PART III –GENERAL PROVISIONS 13.The parties agree: a.this Agreement shall come into effect on January 1, 2015, and shall expire and cease to be binding on the parties on December 31, 2017,provided that any 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 such address or addresses as the parties may advise each other in writing from time to time; C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 11 b.the terms of this Agreement may be reviewed and revised with the mutual consent of all parties; c.neither the Commission,nor the City of Maple Ridge, nor the City of Pitt Meadows 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, the City of Pitt Meadows or the City of Maple Ridge 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 parties’ authorized signatories; i.no provision herein requiring approval or consent of the Commission or the City 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 City 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; j.if upon the expiry of the term of this Operating Agreement on December 31, 2017, the Society continues to occupy and operate the Arts Centre, the Commission may, at its discretion, continue to pay the monthly Operating Fund amountss then in effect, and upon acceptance of the same by the Society each month, this Operating Agreement shall continue to be binding on the Commission, the City of Maple Ridge and the Society on a month-to-month term, and during such overholding, the notice period shall be 30 days. k.time shall be of the essence of this Agreement; and l.this Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 12 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. CITY OF MAPLE RIDGE by its authorized signatories: Print Name: Print Name: ) ) ) ) ) ) ) C/S THE CITY OF PITT MEADOWS by its authorized signatories: Print Name: Print Name: ) ) ) ) ) ) ) C/S MAPLE RIDGE AND PITT MEADOWS ARTS COUNCIL by its authorized signatories: Print Name: Print Name: ) ) ) ) ) ) C/S C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 13 Schedule “A” Society’s Constitutional Purposes r,.,APLE RIDGE PIHr,.,EADOWS l1ll~ COUNCIL •SOCil!.Ul;S AC'l. CONSTITT:TIO'I A 'Ill RY-TA WS Oli MAl'LE RIDGE rrrr J\'ll:Al)OWS AKilS COlNUL (Arliclt: I 11amc ,,rS,x.:icl)·} .\RTTCJ ,Ji. 2 -M.llUOSE~ The 1nupn!:C M"thii-So~iac)· ~hall he t~ incrcuic anrl hrnlldc'". th:: »1m1,rlw1iti::s 1hr ~hi.tens t11 ::mJc~y and;,,() p.u~fojp.ue io. ~ulfun,J tdi .. ·lli<"S., und sl-.tl.ll induJ~ :It~ foll('v,fog :lc:ti,•ities.: I. T,, !ll\1\"iJe fortl1e 001.'>J'CliJ)\!(ir>II .'ltld [HrWiS.iBn (If vi,;u.,I, liter:1,1· ~nd p::rfnrnfr·l,l lll"f:I. C'llll):ltTlmitiet for tbc bcnC'f,t ~f l"C9idcnt9 of the re~.>u. 2. To ~ti mu late tnd cn,>,,-iungc the clc\.\!kil~m.:.m: nf ~1tlm1,il pr<!ioc.u and itc.ti.,·itics. ~. T-., 1,:mder St;r•;jc:; t.J nll pwti:iJ'(t1iny 1,11uup~. 4. To act.t.<t a clc.uinslMu.q,: tb:-information on cultural prQjcctl: m,d 11-.·tivitics. 5. T,) fosr~t· inrel'(~t ,nd r,,tid~· in ill(· ~UlTil(III ~~rimi.~ ~fthi~ cnmmunir~:. 6. T-., ctili!lt pub:ic intl.TC¥l tutJ pwrrwu: public cndeJ~t.uulin,~ -.,f ..:l•ltuU'll ~1\)UP!I Lu th? oo.'l.lJ>tu11it>·. 7. ·1 o bril'~ to dl~ all;i;lltkm. i>f ~i\•ic, pr.;:r.•i11~ia.l and fudcral .authmiti('s the cnhurnJ nee& oftbi> community. AJdition.41 Pumo~ to be "·utcl1 upon Odubt:r lS, lOJJ ul lite Soci.dit:.S AG)l C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 14 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 later 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. C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 15 Schedule “C” STRATEGIC BUSINESS PLAN 2011-2015 [Note: next plan for 2016-2020 will be supplied when completed.] C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 16 Schedule “D” LIST OF EQUIPMENT OWNED BY THE SOCIETY [September 2014] MRPM Arts Council Property List: -Grotian-Steinweg Concert Grand Piano -Portable sound system -Ben Q small Projector -50” Panasonic TV -Antique Trunk -1 Skutt Electric kiln -Rolling clay box -Print Dryer -Glass oval table -13” MacBook Pro laptop computer -2 Lenovo ThinkPad laptop computers -Office furniture, supplies and computers for 5 staff -Kitchen appliances, furniture, and dishes C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 17 Schedule “E” COMMISSION POLICIES Name Policy No.Date Approved Automatic External Defibrillator (AED) Policy P126 March 13, 2014 Asset Based Community Development Policy P092 April 10, 2014 Criminal Records Check Policy 5.03 July 5, 1993 City of Maple Ridge Purchasing Policy 5.45 Nov. 10, 2004 Recreation Access Policy P048 Nov. 8, 2012 Volunteers Policy P127 Sept. 11, 2014 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Operating_Agr_2015_Draft_2014-10- 09_487DBC68.doc 18 Schedule “F” COMMISSION REQUIREMENTS FOR GROUPS WITH WHOM THE COMMISSION ENTERS INTO AN OPERATING AGREEMENT 1.That the group maintain its status as a registered Society in good standing with t he Provincial Registrar of Companies. 2.That the purposes of the Society listed in its Constitution encompass the programs and services 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 City 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 operating grant is for an amount over $75,000 annually. If the operating grant 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 programs and services provided to the community by the Society be provided to the Commission. 8.That the books and records of the Society are 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 considerat ion and adoption. 10.That the Society prepares and presents a five year financial plan for its operations to the Commission on an annual basis. C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10- 09_487E2D63.docx ARTS CENTRE LEASE This LEASE dated as of this 1st day of January 2015 BETWEEN: CITY OF MAPLE RIDGE, a Municipality incorporated under the laws of the Province of British Columbia,having its offices at 11995 Haney Place, Maple Ridge, B.C., V2X 6A9 (the “Landlord”)OF THE FIRST PART AND: MAPLE RIDGE AND PITT MEADOWS ARTS COUNCIL, a Society duly incorporated under the Societies Act of the Province of British Columbia under number S-9295,and having an office at 11944 Haney Place Maple Ridge, B.C.V2X 6G1 (the “Tenant”)OF THE SECOND PART WHEREAS: A.The Landlord is the fee simple owner of that certain building having a municipal address of 11994 Haney Place,shown on the sketch plan attached hereto as Schedule “A”, and known as the Arts Centre,Theatre and Gallery 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. 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 t he Commercial Arbitration Act (British Columbia),or any successor legislation in effect from time to time. 2 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 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, cos ts, 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 (b)“Arts Centre Operating Agreement”means that certain agreement made between the Tenant,the Landlord and the City of Pitt Meadows, made as of the 1st day of January 2015, annexed hereto as Schedule “B”. (c)"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. (d)"Commencement Date"means the 1st day of January 2015. (e)"Day" or "Days"means a calendar day or calendar days. 3 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx (f)"End of the Term"means the day that is the last day of the Term of this Lease, being December 31, 2017. (g)“Event of Delay”means any event or circumstance, regardless of whether it was foreseeable, that prevents from performing any of its obligations under this Lease, other than an obligation to pay money, a party that uses reasonable efforts to do so, except that an Event of Delay will not include a party’s financial hardship, an increase in prices, or a change of law. (h)"Government Body"means any municipal, provincial, federal, school, or other public statutory authority, or department or agency thereof. (i)"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 Government Body having jurisdiction over the Landlord, the Tenant or the Premises. (j)“Landlord’s Capital Replacement Fund”means the fund established by the Landlord to provide a source of funds to implement the Landlord’s Capital Replacement Plan. (k)“Landlord’s Capital Replacement Plan”means the capital replacement plan prepared by the Landlord for the Premises, for those improvements constructed or installed by the Landlord to the Premises. (l)"Landlord’s Lands"means the lands legally described as: 4 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx Lot 118, Except Firstly:Part subdivided by Plan 68843, Secondly: Part Subdivided by Plan LMP46699 and Thirdly: Part Subdivided by Plan LMP46997, District Lot 398 and 401, Group 1, NWD, Plan 60552. (m)“Lease”means this document and the attached schedules. (n)"Leasehold Improvements"means 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. (o)"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. (p)"Premises"means the building located on a portion of the Landlord’s Lands as more particularly delineated in dimensional heavy black lines shown on th e plan attached hereto as Schedule "A" together with all replacements, alterations, additions, changes, improvements or repairs thereto. (q)"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 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. (r)"Rent"means collectively, Basic Rent and Additional Rent. (s)"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: (i)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, 5 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 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)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)income tax under Part I of the Income Tax Act (Canada)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. (t)"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. (u)"Term"means a term of 3 years starting on January 1,2015. (v)"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 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 6 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx Singulars will include plurals and masculine will include feminine 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 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 pro-rated as described in section 3.5, will apply,provided however the Term will be calculated by reference to the actual Commencement Date. 2.2 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 The Tenant will pay Rent when due and payable hereunder without deduction, abatement, or set-off. 3.2 Basic Rent The Tenant will pay the Landlord Basic Rent in the amount of Eighty Thousand Dollars ($80,000.00) per annum in monthly installments of Six Thousand Six Hundred Sixty Six and Sixty Six cents ($6,666.66)on the first day of each month of the Term, the first of such payments to be made on the Commencement Date. 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 9.1, the Landlord may pay it and it will then be a debt owing by the Tenant to the Landlord. 3.3.2 The Tenant shall pay or cause to be paid all Utility Costs, Tenant’s Taxes and Operating Expenses directly to the Government 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. 7 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 3.4 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 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. 3.5 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. 3.6 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 Government Body 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 a nd are not included in them. 3.7 Delinquent Taxes If the Tenant shall in any year during the Term fail to pay the Tenant's Taxes pursuant to section 3.3.2 or other applicable taxes pursuant to section 3.6, 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 Possession and Use of Premises 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; (b)manage and operate the Premises in accordance with the terms herein and the terms of the Arts Centre Operating Agreement; (c)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; 8 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx (d)use the Premises only for use as an arts centre for arts and culture programs and services pursuant to the Arts Centre Operating Agreement; (e)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 i n the Metro Vancouver region; (f)not let the Premises remain vacant for more than four consecutive Days; (g)not cause any waste or damage to the Premises; (h)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; (i)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; (i)there are 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; (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 9 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx (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; (j)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; (k)if any Government Body 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 from 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 that Government Body 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 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; (l)provide authorizations to permit the Landlord to make enquiries from time to time of any Government Body 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; (m)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; (n)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 T enant 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 10 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 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; (o)the obligations of the Tenant in subsections 4.1(g), 4.1(h), 4.1(i), 4.1(j), 4.1(l), and 4.1(n) inclusive shall survive the End of the Term; (p)to make the Premises available to the Landlord for its functions at mutually agreed upon times when the Tenant does not require the Premises for scheduled programs and rentals during non-prime times (generally July, August and first three weeks in September and/or when arts centre facilities are reasonably available).Specifically the Landlord shall have access to the Premises as follows: Booking, at no charge, for municipal events and programs: i)One use of the full Premises per year including main stage theatre and breakout rooms,and ii)Three studio theatre uses per year; and Booking at a discounted rental fee at government rates negotiated between the two parties for additional bookings. The Landlord will not sublet or rent the Premises to a third party.The Landlord shall reimburse the Tenant for any out of pocket or hard expenses incurred, beyond those costs normally covered in the rental fee, resulting from the Landlord’s use of the facility (e.g.tech crew, front of house, janitorial staff).The Landlord’s staff liaison will be the assigned representative to communicate the Landlord’s use requests with designated Tenant staff. 4.2 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. (b)Without derogating from the generality of the foregoing, the Tenant covenants that, throughout the Term,the Tenant will comply and abide by all municipal, regional, provincial and federal legislative enactments, by-laws, regulations, orders and any municipal conversion guidelines which relate to the Premises, or to the equipment, maintenance, operation, occupation, or 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. 4.3 Tenant’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. 11 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 4.4 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 Landlord ’s Lands, and agrees that the Tenant's rights under this Lease shall be subject to any such easements, statutor y rights of way, licenses,or other agreements and notwithstanding any terms of this Lease hereunder the Landlord may enter into such agreements and grant such rights. 5.0 DISPOSITIONS 5.1 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 scheduled programming and rentals as a community arts and culture facility. 5.2 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. 5.3 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. 6.0 REPAIRS,RENOVATIONS. DAMAGE AND EXPROPRIATION 6.1 Landlord's Tangible Capital Replacement (a)The Landlord's obligation to repair or replace the Premises is restricted to those obligations and requirements set out in the Landlord's Capital Replacement Plan .With respect to any tangible capital replacement, the Landlord shall cause such repair or replacement to be undertaken in accordance with the Landlord's Capital Replacement Plan utilizing the Landlord's Capital Replacement Fund. If any tangible capital replacement is required for the Premises, the Landlord shall cause such 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, res tore and make good such replacement and proceed diligently thereafter to the completion thereof.Both parties will review capital requirements in the inventory list at least annually to update and amend as needed. 12 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx Landlord's Structural Facility Repairs (b)The Landlord is responsible for 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,exterior repainting and replacement of exterior signage and floor replacements shall be funded from the capital reserve established by the Landlord for that purpose. 6.2 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 were 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 fixtures in good repair and in a clean and safe condition, and shall be responsible for all equipment and facility operating, servicing and preventative maintenance, interior painting, and minor repairs,except for the capital replacement costs and structural facility repairs to the Premises set out in the Landlord’s Capital Replacement Plan. 6.3 Inspection and Access With 72 hours advance notice to the tenant, the Landlord’s 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). 6.4 Tenant Renovations The Tenant will not modify, construct, install, or alter the Premises without the Landlord's prior written consent. When requesting that consent, the Tenant will give the Landlord a copy of reasonably detailed drawings and specifications for the proposed work and names of contractors and subcontractors who will perform such work. The Tenant will do such approved 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 manufactu rers 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 reasonable costs of providing consent, inspection, and supervision with respect to 13 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 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. 6.5 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 (British Columbia)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 the Builders Lien Act or such other 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, material men, 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. 6.6 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. 6.7 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 6.5 or 6.6 or any builder’s 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. 6.8 Tenant's Negligence and Liability Despite section 6.1, 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 Replacement Plan. 14 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 6.9 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 without compensation to the Tenant. 6.10 Expropriation If during the Term the whole of the Premises or any material part of the Premises shall be taken or expropriated by any public authority, then the obligation of the Tenant for the payment of rent and other charges beyond the date of vesting of title to the Premises in the public authority or the date upon which the public authority will have the right to the possession of the Premises, whichever is earlier (herein called the “expropriation date”) will cease and following the due settlement by the expropriating authority of such awards as may be payable as a result of the expropriation, this lease and all right, title and interest of the Tenant hereunder will terminate, effective as of the expropriation date.If during the Term a part of the Premises is so taken or expropriated and the remainder of the Premises is sufficient to allow the Tenant to reasonably efficiently carry on its normal business operations, then this Lease will continue in full force and effect, save and except that the Tenant will be liable for rent in respect of the part of the Premises so taken only up to the expropriation date and thereafter the Rent and other charges payable hereunder will be reduced proportionately in the reasonable determination of the Landlord on a square footage basis.All compensation and damages awarded by the expropriating authority with respect to the taking of the Premises or part thereof including any payment for diminution in value of the remainder of the Premises will belong to the Landlord and the Tenant w ill only be entitled to receive such compensation or damages as it may claim and recover from the expropriating authority in respect of the loss of occupancy, interruption and tenant’s fixtures. 7.0 SURRENDERING PREMISES AND REMOVING FIXTURES 7.1 Surrender At the end of the Term or earlier termination of this Lease,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 7.2. 7.2 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. 7.3 Survival The Tenant's obligations in this Section 7.0 will survive the End of the Term. 8.0 LIABILITY-INDEMNIFICATION AND INSURANCE 15 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 8.1 Limitation of 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 arrang ement 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. 8.2 Indemnification -General The Tenant will release, indemnify, defend and save harmless the Landlord, its elected officials,officers, employees, agents and contractors from and against any and all losses, demands, builders liens, liabilities, damages, costs, expenses, indirect or c onsequential damages (including loss of profits and loss of use and damage arising out of delays), causes of actions, actions, claims, suits and judgments including all costs of defending or denying the same (including all legal fees on a solicitor and own client basis), which the Landlord may incur or suffer or be put to by reason of or in connection with or arising from the Tenant’s activities on the Premises or the Landlord’s Lands, this Lease or the use and occupation of the Premises or the Landlord’s Lands, including without limitation: (a)any breach, violation or non-performance by the Tenant of any obligation contained in this Lease to be observed or performed by the Tenant; (b)any damage to the property of the Tenant, any sub-tenant, licensee, or any person claiming through or under the Tenant or any sub-tenant or licensee, or any of them, or damage to any other property howsoever occasioned by the condition, use, occupation, repair or maintenance of the Premises; (c)any injury to any person, including death, resulting at any time therefrom, occurring in or about the Premises or the Landlord’s Lands; (d)any wrongful or unlawful act or neglect of the Tenant, its invitees and licensees, in and about the Premises or the Landlord’s Lands; (e)the Premises or the Landlord’s Lands or any portion thereof not being suitable for use by the Tenant; (f)any release or alleged release of any Hazardous Substances at or from the Premises for the Landlord’s Lands+ arising or resulting from or in relation to any act or omission or of the use of occupation of the Premises by the Tenant or any person for whom in law the Tenant is responsible; 16 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx (g)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; or (h)any injury to any person (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. 8.3 Survival of Indemnities The obligations of the Tenant to indemnify the Landlord shall apply and continue notwithstanding the End of the Term, any termination of this Lease or breach of this Lease by the Landlord, or negligence on the part of the Landlord, its elected officials, officers, servants, agents, employers, contractors and subcontractors anything in this Lease to the contrary notwithstanding. 8.4 Tenant's Insurance The Tenant will obtain and maintain in good standing: (a)Commercial General 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 ; (ii)be primary insurance and will not call into contribution any other insurance available to the Landlord, which means that the Tenant's insurance will cover any loss before the Landlord's or other insurance; and (iii)provide for cross-liability and severability of interests, which means that the policy applies separately to each insured party; (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 leas t 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)such other types of insurance as a prudent tenant would obtain from time to time. 17 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx The Tenant will obtain all such insurance in at least those amounts set out in Section 8.4 (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: (e)include the Tenant and the Landlord with respect to the insurance policy specified in Section 8.4(a) as named insureds; (f)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 loss is caused by the act, omission or negligence of the Landlord or its employees, agents, contractors; (g)provide that the insurer will give the Landlord 30 days' prior written notice of cancellation, material alteration or lapse of any policy; and (h)provide that such policies will not be invalidated with respect to the interest of the Landlord by reason of any breach or violation of any warranties, representations, declarations, or conditions contained in the policies. The 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. 8.5 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. 9.0 PERFORMANCE OF TENANT'S COVENANTS,DEFAULT, BANKRUPTCY AND TERMINATION 9.1 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. 18 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 9.2 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 of late Rent 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 no time for cure in the event of an emergency or urgent circumstances, or where the Tenant has failed to keep in force the required insurance, or where the default is not curable; (c)the Tenant ceases to be or operate as a not-for-profit entity; (d)this Lease is terminated under any provision hereof; (e)the Landlord has become entitled to terminate this Lease; or (f)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 9.2 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 9.10. 9.3 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. 9.4 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. 19 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 9.5 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. 9.6 Bankruptcy 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 is dissolved, cancelled or wound up under the Society Act (British Columbia), or if it is struck from the register of societies by the British Columbia Corporate Registry,or 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 as 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. 9.7 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. 9.8 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 agreement s hereof. 9.9 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 20 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx Landlord 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. 9.10 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. 10.0 GENERAL PROVISIONS 10.1 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. 10.2 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. 21 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 10.3 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. 10.4 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. 10.5 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: (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. 10.6 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 suc ceeding 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. 22 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 10.7 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: (a)to the Landlord: City of Maple Ridge 11995 Haney Place Maple Ridge, British Columbia V2X 6A9 Attention: Municipal Clerk (b)to the Tenant: Maple Ridge and 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. 10.8 Time of Essence Time will be of the essence of this Lease, save as herein otherwise provided. 10.9 Registration This Lease must not be registered in the Land Title Office. 10.10 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 covenanter, 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 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. 23 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx 10.11 Binding Effect It is further agreed and declared by the Landlord and the Tenant that this Lease shall exten d 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. MAPLE RIDGE AND PITT MEADOWS ARTS COUNCIL by its authorized signatories: Print Name: Print Name: ) ) ) ) ) ) C/S CITY OF MAPLE RIDGE by its authorized signatories: Print Name: Print Name: ) ) ) ) ) ) C/S 24 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx SCHEDULE A PREMISES 25 C:\Users\ingridk\AppData\Local\Temp\2\Framework\Arts_Centre_Lease_2015_Draft_2014-10-09_487E2D63.docx SCHEDULE “B” ARTS CENTRE OPERATING AGREEMENT Maple Ridge Pitt Meadows PARKS & LEISURE SERVICES Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Report REGULAR MEETING January 8, 2015 SUBJECT: RIDGE MEADOWS SENIORS SOCIETY AGREEMENTS EXECUTIVE SUMMARY: The attached Operating and Lease Agreement for the Maple Ridge Senior Activity Centre are renewals to previous agreements between the Maple Ridge and Pitt Meadows Parks & Leisure Services Commission (the Commission), the City of Maple Ridge, and the Ridge Meadows Senior's Society (RMSS). The previous _Agreements have been updated to reflect current practices and needs and to provide clarity regarding responsibilities and outcomes. Also attached is the existing Lease Agreement between Wesbrooke Retirement Limited Partnership and the City of Pitt Meadows (Schedule A of Operating Agreement) which outlines the agreement on the operation of the Pitt Meadows Senior Centre (PMSC). In regards to the operation of the PMSC, PLS staff have been advised by our legal council to work with City of Pitt Meadows staff to develop a sub-lease agreement between RMSS and the City of Pitt Meadows (Schedule C). This sub-lease is proposed to Commission for their endorsement and recommendation to the City of Pitt Meadows Council. RECOMMENDATION: a) That the Chair and General Manager: Community Development, Parks and Recreation be authorized to execute the Ridge Meadows Seniors Society Operating Agreement and further; b) That a recommendation be forwarded to Maple Ridge Council that the Manager, Legislative Services be authorized to execute the Ridge Meadows Seniors Society Lease Agreement of the Maple Ridge Senior Activity Centre and further; c) That a recommendation be forwarded to Pitt Meadows Council that the Manager, Legislative Services be authorized to execute the RMSS sub-Lease of the Pitt Meadows Senior Centre to Ridge Meadows Seniors Society. DISCUSSION: a) Background Context: RMSS has completed another term of providing exemplary recreation services to citizens ages 55 and over in Maple Ridge and Pitt Meadows. They have exhibited excellent collaboration skills and a strong work ethic in the operation of the Ridge Meadows Seniors Activity Centre and the Pitt Meadows Senior Centre by working tirelessly to overcome challenges to staffing resources and operational expectations. PLS staff has met with the RMSS Board to review the existing agreements and to develop recommended amendments to the 2015-2017 Operating Agreement and Lease Agreement with the City of Maple Ridge. The key changes to the proposed Operating Agreement include: 1. Change from a Fee for Service Agreement (FFS) to an Operating Agreement is being recommended to reflect current practice but more importantly to remove any barriers for RMSS, as an independent society, to raise funds for its purposes that may include operational needs and specific projects to manage its operations. \ \m r .corp \docs \CD PR-Adm in \01-Ad min \0540-Cou ncil-Com m ittees \20-PLSC\02-Agendas \Regula r\2015\2015-01- 08\PLSC_RMSS_Agreements_2015-01-08.doc 1 2. A funding increase of 2% each year of this three-year agreement is being recommended. A review of past increases indicates that each year that the agreement has been in place, funding associated with the agreement has been increased by an amount that is either equal to or greater than the Consumer Price Index. Staff support a regular modest funding increase to ensure the delivery of current service levels to a growing community is sustained. The recommended payments are as follow: • a 2% increase equal to $6,092 in 2015 • a 2% increase equal to $6,223 in 2016 • a 2% increase equal to $6,348 in 2017 3. The Pitt Meadows Senior Centre (PMSC) opened during the previous term of the RMSS 2012- 2014 FFS agreement so an Addendum to the FFS was approved on January 17, 2013 that included the operation of the PMSC under RMSS responsibilities. The programming responsibilities included in the Addendum have been incorporated in the attached Operating Agreement. 4. In addition to approving the FFS Addendum on January 17, 2013, Commission passed a resolution directing staff to review the FFS agreement after one year and report on how the FFS was working in relation to the operation of the new Pitt Meadows Seniors Facility. The inclusion ofTerms of Reference (TOR) for the Pitt Meadows Advisory Committee and RMSS in the RMSS Operating agreement was recommended to be included and this was endorsed as per the resolution passed by Commission on March 13, 2014: "That staff be directed to support the Ridge Meadows Seniors Society in incorporating the recommendations from the governance review into the Ridge Meadows Seniors Society Strategic Plan and ensure that these recommendations and findings inform the renewal process for the 2015-2017 Commission Fee for Services Agreement with the Ridge Meadows Seniors Society". The attached new Operating Agreement references the Pitt Meadows Advisory Committee and RMSS Terms of Reference (TOR) attached as schedule "D". 5. The attached Operating Agreement outlines newly agreed upon performance focus areas. These focus areas are intended to provide clearer direction related to Commission's performance expectations under the Operating Agreement. In addition, the performance focus areas will form a reporting framework for the Society's representatives to demonstrate value for the operating grant. As noted in the proposed agreement 2,12 (c) the performance reporting framework will be further defined through the development of a mutually agreed framework. 6. The amended agreement also will require RMSS to adhere to Commission policies to the best of their abilities. The previous agreement did not explicitly address the requirement related adhering to Commission policies and therefore this requirement was added. The intent of the previous agreement was that the FFS partners follow Commission Policies and this has now formally been included in the attached Operating Agreement. 7. The inclusion of a Sub-Lease Agreement with RMSS for the use of The Pitt Meadows Senior Centre (Schedule C) is also recommended in order to clearly define relationships and responsibilities. b) Desired Outcome: To promote independence and a sense of responsibility for the delivery of leisure services by community groups in a sustainable manner that delivers benefits to citizens aged 55 and older. \\mr.corp\docs\CDPR-Admin\01-Admin\0540-Council-Committees\20-PLSC\02-Agendas\Regular\2015\2015-01- 08\PLSC_RMSS_Agreements_2015-01-08.doc ' 2 c) Strategic Alignment: Providing recreational opportunities for people ages 55 and over aligns with Councils' strategic direction to create safe and livable communities by striving for enhanced service levels, quality of life and independence by citizens and community organizations in the delivery of leisure services through community development. d) Citizen/Customer Implications: The renewal of the Operating Agreement and Lease Agreement will ensure that people ages 55 and over in Pitt Meadows and Maple Ridge will continue to benefit from the services provided by the RMSS. e) Business Plan/Financial Implications: The attached agreements align with the business plan goals and the funding increases are included in the funding allotment in the 2014-2018 approved financial plans. CONCLUSIONS: The Ridge Meadows Seniors Society continues to provide excellent recreational services for citizens over the age of fifty-five. Staff recommends approval of the new Operating Agreement with the proposed amendments which are designed to improve clarity of responsibilities and outcomes. It is also requested that a recommendation be forwarded to Maple Ridge Council to approve the lease with RMSS for the operation of the Maple Ridge Senior Activity Centre and that a recommendation be forwarded to City of Pitt Meadow's Council to enter into to a sub-lease agreement between RMSS and the City of Pitt Meadows for the operation of the Pitt Meadows Senior Centre. The recommended changes are designed to both support RMSS in the current provision of recreation services and to prepare them to meet the needs of the growing senior population. -7 Vii f?a. Prepared By: Tony Cotroneo Recreation Manager Youth, Seniors, and Neighbourhood Services Revie~yy: Sue Weeler Director Community Services Approved By:,__/ Kelly Swift-~ General Mana··.ger, Commt11~ Development Parks & Recefation Services ) : tc Attachments: RMSS Operating Agreement SCHEDULE "A" Maple Ridge Senior Activity Centre Facility Lease Agreement SCHEDULE "B" Pitt Meadows Senior Centre Lease Agreement SCHEDULE "C" Pitt Meadows Senior Centre/RMSS Sub Lease Agreement SCHEDULE "D" Operating Agreement RMSS/PMAC Terms of Reference SCHEDULE "E" Operating Agreement Commission Policies \\mr.corp\docs\CDPR-Admin\01-Admin\0540-Council-Committees\20-PLSC\02-Agendas\Regular\2015\2015-01- 08\PLSC_RMSS_Agreements_2015-01-08.doc 3 ( RIDGE MEADOWS SENIORS SOCIETY OPERATING AGREEMENT THIS AGREEMENT dated for reference the 1st day of January 2015, BETWEEN: AND AND WHEREAS: CllY OF MAPLE RIDGE, 11995 Haney Place, Maple Ridge, B.C. V2X 6A9 (the "City of Maple Ridge") CllY OF PITT MEADOWS, 12007 Harris Road, Pitt Meadows, B.C. V3Y 2B5 (the "City of Pitt Meadows") (collectively, the "Maple Ridge and Pitt Meadows Parks and Leisure Commission" or "Commission") RIDGE MEADOWS SENIORS SOCIETY a society duly incorporated under the Society Act of the Province of British Columbia under number S-003964 7 and having an address at 12150 224th Street, Maple Ridge, B.C. V2X 3N8 (the "Society") Page 1 A. The Commission provides parks and leisure services to the residents of Maple Ridge and Pitt Meadows through the exercise of authority delegated by the City of Maple Ridge and the City of Pitt Meadows pursuant to the Joint Service Agreement dated on July 22, 2008; B. The Society has been incorporated for the purpose of providing recreational programs and services for residents of Maple Ridge and Pitt Meadows who are over the age of fifty-five years and the constitution and bylaws of the Society include this purpose; C. The City of Maple Ridge is the owner of the ten commercial strata lots at 12150 -224th Street more particularly known and described as Strata Lots 1 -10, Section 20, Township 12, New Westminster District, Strata Plan LMS4011, and the City of Maple Ridge and Society have entered into a lease for these premises, a copy of which is attached hereto as Schedule "A"; ( D. The City of Pitt Meadows has entered into a Lease agreement with 0900908 B.C. Ltd. and Wesbrooke Retirement Limited Partnership for the Pitt Meadows Senior Centre situated at 12000-190A Street in Pitt Meadows a copy of which is attached hereto as Schedule "B" and the City of Pitt Meadows and the Society have entered into a sublease for these premises, a copy of which is attached hereto as Schedule "C"; W :\CDPR-Admin \06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMSS report Page 2 E. The City of Maple Ridge and the City of Pitt Meadows, through the Commission, and the Society wish to enter into an operating agreement for the provision of recreation services for residents of Maple Ridge and Pitt Meadows who are fifty-five years of age or older; and F. The Commission is prepared to pay an operating grant to the Society, as more fully described in this Agreement, for managing and operating the Recreation Centres and towards the provision of programs and services for senior citizens in Maple Ridge and Pitt Meadows. 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 City of Maple Ridge and the City of Pitt Meadows operating through the Maple Ridge and Pitt Meadows Parks and Leisure Services Commission; ii. "Lease Agreements" means, collectively: (A) the lease of the MR Senior Activity Centre granted by the City of Maple Ridge as Landlord to the Society as tenant and dated for reference the 1st day of January, 2015, a copy of which is attached hereto as Schedule "A"; and (8) the sublease of the PM Senior Centre granted by the City of Pitt Meadows to the Society as subtenant and dated for reference the 1st day of January, 2015, a copy of which is attached as Schedule "C"; iii. "MR Senior Activity Centre" means the Maple Ridge Senior Activity Centre located at 12150-224 Street, Maple Ridge and leased to the Society from the City of Maple Ridge under the lease agreement attached hereto as Schedule "A"; iv. "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 two Recreation Centres, fulfilling the Society's obligations under this Agreement and under the Lease Agreements, and delivering the services at the Recreation Centres and elsewhere as required by this Agreement and the Lease Agreements, including all costs of landscape at the MR Senior Activity Centre, 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 Centres and including all rent and additional rent and applicable taxes payable by the Society to the City of Maple Ridge and the City of Pitt Meadows pursuant to the Lease Agreements; v. "PM Senior Centre" means the Pitt Meadows Senior Centre located on the first floor of 12000-190A Street, Pitt Meadows and subleased to the Society from the City of Pitt Meadows under the sublease agreement attached hereto as Schedule "C"; W:\CDPR-Adrnin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMSS report Page3 vi. "Recreation Centres" MR Senior Activity Centre and the PM Senior Centre, collectively; and vii. "Senior Citizen" means any person aged fifty-five years of age or older and who is a resident of Pitt Meadows or Maple Ridge. 1.2 TERM The Term of this Agreement shall be three (3) years commencing on the 1st day of January, 2015 (the "Commencement Date") and terminating on 31st day of December 2017, subject to early termination as set out in this Agreement. 1.3 RIGHT OF RENEWAL The Society shall have three (3) consecutive options to renew the Operating 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 5.7 of refusal to exercise at least fifteen (15) days prior to expiration of the Term or the renewal term as the case may be. 1.4 CROSS DEFAULT Without limiting any terms of the Lease Agreements, if and whenever the Society is in default of any of its covenants and agreements in this Agreement whether to the City of Maple Ridge, the City of Pitt Meadows or the Commission, such default may be treated by the City of Maple Ridge or the City of Pitt Meadows, as the case may be, in its sole and unfettered discretion, to be a default by the Society under either of the Lease Agreements and the City of Maple Ridge or the City of Pitt Meadows, as the case may be, may exercise all its rights and remedies for default pursuant to that Lease Agreement including, without limitation, termination and re-entry. The Society agrees: ARTICLE 2 SOCIETY REQUIREMENTS Operating Agreement 2.1 To deliver social and recreational programs and services designed to improve the health and well-being of Senior Citizens, that take into consideration the Commission's performance focus areas as outlined below: a) Community capacity building; b) Collaborative community planning; c) Members and volunteer engagement; d) Quality leisure experience; e) Efficient and sustainable operations; and f) Organizational capacity building. W :\CDPR-Admin \06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMSS report Page 4 . The Society will consult and work with the Commission to articulate these performance focus areas and ensure that the recreational programs and services delivered by the Society reflect these performance focus areas; 2.2 To manage and operate the MR Senior Activity Centre in accordance with this Agreement and the lease therefore attached as Schedule "A" for the intended purposes set out in that lease and delivery of recreational activities similar to those offered in 2014 and for no other purpose, save and except that which may be approved by the Commission from time to time. The Society will establish operating policies and procedures for the MR Senior Activity Centre in line with its strategic business plan; 2.3 To manage and operate the PM Senior Centre in accordance with this Agreement and the sublease therefore attached as Schedule "C" for the intended purposes set out in that sublease and delivery of recreational activities similar to those offered in 2014 and for no other purpose, save and except that which may be approved by the Commission from time to time. The Society will establish operating policies and procedures for the PM Senior Centre in line with its strategic business plan; 2.4 To encourage partnerships and collaboration to enhance services for Senior Citizens and mutually support efforts to inform Senior Citizens about all the services available whether they are provided through the Society or other senior providers in the community; 2.5 To operate the Recreation Centres as recreation centres open to all residents of Maple Ridge and Pitt Meadows who are fifty five years of age or older and provide the recreational services therein, all on the same terms and conditions; 2.6 To use reasonable efforts to avoid duplication of programs in all shared use facilities; 2.7 To endeavour to establish fees for memberships and participation at the Recreation Centres similar to or less than those of other similar recreation centres for citizens 55 years of age or older operating in Metro Vancouver; and to continue to work with community partners to provide affordable, accessible and subsidized opportunities for Citizens 55 years of age and older. 2.8 To conduct satisfaction surveys and program evaluations on a regular cycle and act on the information obtained to the extent possible within the limits of the Society's available resources; 2.9 To participate with Commission staff and the Maple Ridge Pitt Meadows and Katzie Seniors Planning table representatives in joint program planning meetings and initiatives to take advantage of opportunities for collaboration and to avoid duplication where it might otherwise occur; 2.10 To advertise seasonal program offerings in the Arts and Recreation Guide published by the Commission at no cost to the Society to the extent possible within the limitations of space which can be made available, as determined by the Commission; 2.11 To take into consideration existing Commission policies (Schedule E) and procedures and yet to be developed Commission Policies and procedures and adhere to them to the best of the Society's abilities and resources. W:\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMSS report Page 5 2.12 To report annually to the Commission with the following information: a) A detailed business plan and a budget each year no later than July 15th, for the operation of the Recreation Centres, and for the delivery of the operations, programs and activities to the Staff Liaison (described in section 3.2b) for review. The overall business plan and budget will be in alignment with Commission's vision and goals for comn:iunity partners operating civic owned facilities and will inform Commission's annual business plans; b) An Annual Report presentation each September following the Society's AGM to the Commission, including: (i) audited financial statements; and (ii) annual statistics on Recreation Centre use, program and participation attendance numbers for scope of programs and services offered, volunteer information and other relevant data that accompanies the Annual Report information; c) report on the Commission's performance focus areas described in section 2.1 above that will be further defined through the development of a mutually agreed upon framework for annual reporting; and d) three year comparative statistics including projected year, based on the Society's fiscal year, provided to the Staff Liaison each fall for department business planning purposes; 2.13 To operate the PM Senior Centre within the parameters of the Pitt Meadows Senior Centre Schedule (attached hereto as Schedule C); 2.14 To release the Commission, the City of Maple Ridge, and the City; 2.15 of Pitt Meadows, and agree not to sue the Commission, the City of Maple Ridge or the City of Pitt Meadows in respect of any matter arising out of or relating to this Agreement, except for any wrongful refusal of the Commission, the City of Maple Ridge, or the City of Pitt Meadows to perform its obligations under this Agreement; 2.16 To indemnify, defend and save harmless the Commission, the City of Maple Ridge and the City of Pitt Meadows, their elected officials, officers, employees, agents, contractors and volunteers from and against any and all claims, suits, liability, demands, actions, proceedings, costs (including legal costs), damages and expenses whatsoever, by whomsoever brought arising from: a) any breach, violation, default or non-performance by the Society of any provision of this Agreement; b) any act, omission, or negligence of the Society, its officers, directors, members, contractors, volunteers or others of the Society; or c) any death, personal injury, property damage, property loss, economic loss or other loss or harm suffered by any person, including the Commission, the City of Maple W :\CDPR-Admin \06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMSS report Page6 Ridge, and the City of Pitt Meadows, on or in relation to the Recreation Centres or the operations of the Society; and 2.17 Without limiting the Society's obligations in the Lease Agreements, to 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, Commercial General Liability insurance coverage including but not limited to 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 owned, non-owned and hired units. The limits of liability shall not be less than $5,000,000 for each occurrence for bodily injury, including death, and property damage. The policies of insurance referred to above shall: a) contain a clause providing that it may not be cancelled, lapsed or materially altered without at least 30 days' notice in writing to the Commission by registered mail; b) name the City of Maple Ridge and the City of Pitt Meadows as additional insured parties; c) provide for cross-liability and severability of interests, which means that the policy applies separately to each insured party; d) provide that the City of Maple Ridge and the City of Pitt Meadows are 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). 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. The Society will 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 renewal of the insurance on request by the Commission. ARTICLE 3 3.1 OPERATING COSTS a) The Commission agrees to pay the Society the following funds to operate the Recreation Centres and provide the recreational programs and services for Senior Citizens in accordance with and subject to the terms in this Agreement: i. For the 2015 calendar year, an annual amount of $311,570 to be paid in equal quarterly instalments on the first day of each quarter; ii. For the 2016 calendar year, an annual amount of $317,380 to be paid in equal quarterly instalments on,the first day of each quarter; and W:\CDPR-Admin \06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMSS report Page 7 iii. For the 2017 calendar year, an annual amount of $323,728 to be paid in equal quarterly instalments on the first day of each quarter (collectively, the "Operating Funds") b) For greater certainty, rent, additional rent and applicable taxes owing to the City of Maple Ridge pursuant to the Lease Agreement will be paid directly to the City of Maple Ridge by the Commission and deducted from the Quarterly Payments made to the Society. c) For clarity, the calculation of the Operating Funds described above includes an annual amount of $20,000 to offset the cost of the annual rent under the Lease. d) All Operating Funds payments shall be subject to 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 e) In addition to the Quarterly Payments, the Commission will be responsible for reimbursing the Society for: i. all Operating Costs related to the maintenance, repair and utilities associated with the MR Senior Activity Centre; and ii. PM Senior Centre as per Schedule C f) The obligation of the Commission to pay the Quarterly Payments in any year is subject to the establishment of the Commission's annual budget by the City of Maple Ridge and the City of Pitt Meadows. The Commission shall budget for the Quarterly Payments; however, it is understood and acknowledged that if the Quarterly Payment budgeted by the Commission are reduced, the Commission and the Society agree to review and proportionally reduce the level of operating responsibilities to be provided by the Society under this Agreement. It is also understood that during the annual budget deliberations the Society may approach the Councils of the City of Pitt Meadows and City of Maple Ridge through the Commission for additional funding to provide enhanced levels of service. It is understood that the City of Pitt Meadows and City of Maple Ridge shall be under no obligation to provide additional funding. g) Provided that the Commission has paid the Quarterly Payments to the Society pursuant to subsection 3.1(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 Quarterly Payments and/or Additional Payments. h) Without limiting subsection 3.1(d), the Commission shall only be obliged to contribute pursuant to subsections 3.1 (a) and (c) so long as the Recreation Centres are operated by the Society, the Society remains a non-profit society in good standing with membership open to all Senior Citizens in the City 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. 3.2 OTHER OBLIGATIONS OF SOCIETY W:\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMSS report Page 8 The Soci~ty will, until the expiry or early termination of the Term of this Agreement or any renewal term, as the case may be: a) permit two appointed Council members (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 to attend all "Regular" meetings of the Board of Directors; b) permit the member of the Commission staff (the "Staff Liaison") assigned as manager of this Agreement by the Commission to attend every regular meeting of the Society's Board of Directors as a non-voting liaison and provide the Staff Liaison with advance notice of all "regular" meetings, agendas and minutes of Board meetings; c) adhere to all applicable regulations and rules related to employment standards and health and safety for employees, volunteers and members; d) maintain bylaws that permit all Senior Citizens 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; e) 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; f) provide to the Commission a true copy of the current Terms of Reference for the Pitt Meadows Advisory Committee (Schedule D); 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 an 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 organization operating within the City of Maple Ridge and the City of Pitt Meadows or to the City of Maple Ridge and the City of Pitt Meadows themselves; and j) make the Recreation Centres available to the Commission for mutually agreed upon uses and programs at times when the Society does not require the Recreation Centres, provided that such uses and programs shall be the Commission's uses and programs and nothing in this section shall authorise the Commission to sublet or rent the Recreation Centres 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. 3.3 OTHER OBLIGATIONS OF THE COMMISSION W: \CD PR-Adm.in \06-Legal\2240-Agreernents-Contracts-Leases \20-Agreements\RMSS\2015\Comrnission attachment RMSS report Page 9 The Commission will: a) make other facilities operated by the Commission 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 City 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 and that the Society shall be responsible for any additional expenses incurred by commission beyond base rent; b) appoint two members of Council (one from Maple Ridge Council and one from Pitt Meadows Council) as non-voting liaisons to the Society's Board of Directors; c) appoint a member of the Commission staff as the Staff Liaison for the purpose of administrating this Agreement and liaising with the Society; and d) provide to the Society advertising space in its Arts and Recreation Guide (the "Guide") equivalent to the space customarily provided for seniors programs and services in past issues of the Guide and such other space as may become available as determined by the Commission, without cost to the Society, and to do its utmost to promote and publicise the Society's programs and services through the distribution of the Guide and any other avenues that may be available and appropriate. ARTICLE 4 TERMINATION 4.1 TERMINATION BY COMMISSION a) b) For Cause. If the Society does 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. Without Cause. The Commission may terminate this Agreement upon one year's written notice to the Society for any or no cause. 4.2 EXPIRY OR EARLY TERMINATION OF LEASE AGREEMENT This Agreement shall automatically terminate upon the expiry or early termination of either of the Lease Agreements. 4.3 TERMINATION BY SOCIETY If, pursuant to subsection 3.1(d), the Commission gives notice to the Society that the contributions under subsections 3.1 (a) and (c) will cease, then the Society may, at its option, W :\CDPR-Admin \06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMSS report Page 10 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. 4.4 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 2.14) will survive the expiry or termination. 4.5 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. 4.6 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. 5.1 APPROVALS ARTICLE 5 GENERAL PROVISIONS 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. 5.2 COMMISSION'S PERFORMANCE Notwithstanding anything in this Operating 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. 5.3 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. W: \CD PR-Adrnin \06-Legal\2240-Agreernents-Contracts-Leases \20-Agreernents\RMSS\2015\Cornrnission attachment RMSS report 5.4 APPLICABLE LAW This Agreement shall be governed and construed by the Laws of the Province of British Columbia. 5.5 CONSTRUED COVENANT, SEVERABILITY Page 11 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 remain in force and be binding upon the parties hereto and be enforceable to the fullest extent of the law. 5.6 TIME Time shall be of the essence hereof. 5.7 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. 5.8 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. "Quarter" means three months, beginning on each of January 1, April 1, July 1, and September 1. 5.9 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. 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: CITY OF MAPLE RIDGE by its authorized signatories: W:\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMS S report Name Address Occupation ) ) ) ) ) ) ) ) Signed, Sealed and Delivered in the presence ) of: ) ) ) Name ) ) ) Address ) ) ) Occupation ) Signed, Sealed and Delivered in the presence ) of: ) ) ) Name ) ) ) Address ) ) ) Occupation ) Page 12 Name: Name: CllY OF PITT MEADOWS by its authorized signatories: Name: Name: RIDGE MEADOWS SENIORS SOCIElY by its authorized signatories: Name: Name: W:\CDPR-Admin \06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\Commission attachment RMSS report SCH EDU LE "A" [Maple Ridge Senior Activity Centre Facility Lease Agreement RMSS] ( Maple Ridge Senior Activity Centre Facility Lease Agreement THIS LEASE dated for reference the 1st day of January, 2015 BETWEEN: AND: WHEREAS: CITY OF MAPLE RIDGE, a municipality pursuant to the laws of British Columbia having an address at 11995 Haney Place, Maple Ridge, B.C., V2X 6A9 (the "Landlord") RIDGE MEADOWS SENIORS SOCIElY a society duly Incorporated under the Society Act of the Province of British Columbia under number S-003964 7 and having an address at 12150 224th Street, Maple Ridge, B.C., V2X 3N8 (the "Tenant") A. The Landlord is the registered owner of 10 commercial strata lots in the building located at 12150-224 Street in the City of Maple Ridge, more particularly known and described as: PID: 024-607-517 Strata Lot 1 Section 20 Township 12 NWD Strata Plan LMS4011; PID: 024-607-525 Strata Lot 2 Section 20 Township 12 NWD Strata Plan LMS4011; PID: 024-607-533 Strata Lot 3 Section 20 Township 12 NWD Strata Plan LMS4011; PID: 024-607-541 Strata Lot 4 Section 20 Township 12 NWD Strata Plan LMS4011; PID; 024-607-550 Strata Lot 5 Section 20 Township 12 NWD Strata Plan LMS4011; PID: 024-607-568 Strata Lot 6 Section 20 Township 12 NWD Strata Plan LMS4011; PID: 024-607-576 Strata Lot 7 Section 20 Township 12 NWD Strata Plan LMS4011; PID: 024-607-584 Strata Lot 8 Section 20 Township 12 NWD Strata Plan LMS4011; PID: 024-607-592 Strata Lot 9 Section 20 Township 12 NWD Strata Plan LMS4011; PIO: 024-607-606 Strata Lot 10 Section 20 Township 12 NWD Strata Plan LMS4011 (collectively, 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 Lease 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 LMS4011; (c) "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, the Development or the Recreation Centre; (d) "Operating Agreement" means the Ridge Meadows Seniors Society Operating Agreement dated for reference January 1, 2015 between Ridge Meadows Seniors Society, the City of Maple Ridge, and the City of Meadows, a copy of which is attached hereto as Schedule "A"; (e) "Parking Areas" mean all the areas of the Recreation Centre or floor area in the Development devoted to motor vehicle parking use; (f) "Residential Building" means all parts of the Development other than the Recreation Centre; (g) "Senior Citizen" means any person aged fifty-five years of age or older; and (h) "Strata Corporation" means the Owners, Strata Plan LMS4011; (i) "Strata Council" means the Strata Council of the Strata Corporation; U) "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, 2015 (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. 3.4 PREVIOUS LEASE AND ASSIGNMENT This Lease replaces a lease between the Landlord and Tenant dated for reference January 1, 2012 (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 (the "Rent"), without deduction, abatement or set-off. 4.2 PAYMENT OF MINIMUM RENT 4.3 4.4 The Rent for the Term shall be payable by the Tenant to the Landlord in advance in four equal installments of $5000.00 on January 1, April 1, June 1 and September 1 of each year during the Term, the first of such payments to be made on the Commencement Date. 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 maintenance fees, common expenses of any kind for any purpose levied by the Landlord against the Recreation Centre pertaining to the responsibilities of the Tenant as defined in this Lease. 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 government 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. 5.1 UTILITIES ARTICLE 5 UTILITIES, HVAC COSTS The Tenant shall pay the rates, charges, costs and expenses for electricity, heating, ventilation, air conditioning and other expenses that may be assessed or levied by all suppliers' separately metered utilities of service supplied directly to the Recreation Centre and for telephone or cable services provided directly to the Recreation Centre. 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. 6.1 TENANT'S INSURANCE ARTICLE 6 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 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; and (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 a.nd 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. (b) The policies of insurance referred to above shall contain the following: (i) 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); and (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) The Tenant shall provide to the Landlord current copies of policies of insurance required by this Lease, or other evidence of insurance satisfactory to the Landlord. 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. 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 POSSESSION AND USE OF PREMISES The Tenant will: (a) Use and operate the facilities and the services existing within the Recreation Centre in a first class manner in keeping with the standards maintained by other similar facilities in the Metro Vancouver region; (b) not let the Recreation Centre remain vacant for more than four consecutive Days; (c) not cause any waste or damage to the Recreation Centre; (d) not let the Recreation Centre become untidy or unsightly, and at the end of each day leave them in such condition that they are clean and tidy; (e) in respect of the Tenant's activities at the Recreation Centre, 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 Development, the activities carried out at the Recreation Centre 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 at the Recreation Centre or the Development or any part thereof constituting an offence thereunder or be in breach thereof and shall not bring upon the Recreation Centre, the Development, or any part thereof, or cause or suffer the bringing upon the Recreation Centre or the Development or any part thereof, any Hazardous Substances and, if at any time, notwithstanding the foregoing covenants of the Tenant; (i) there are any Hazardous Substances upon the Recreation Centre or the Development or a part thereof as a result of the Tenant's use, occupation of or activities at the Recreation Centre; (ii) there is an occurrence of any event at the Recreation Centre or the Development or any part thereof arising from the Tenant's activities, operations, use or occupation of or at the Recreation Centre 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 Recreation Centre or the Development 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 Recreation Centre or the Development, 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; (f) at the Tenant's own expense, remedy any damage to the Recreation Centre or to the Development where damage arises from the Tenant's activities, use, occupation or operation of or at the Recreation Centre; (g) if any governmental authority having jurisdiction shall require the clean-up of any Hazardous Substances held, released, spilled, abandoned or placed upon the Recreation Centre or the Development or any part thereof or released into the environment from the Recreation Centre or the Development or any part thereof during the Term by the Tenant or arising from the Tenant's use and occupation of, and operations and activities at the Recreation Centre , 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 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 and the Tenant shall pay to the Landlord the costs and expense for such work as Additional Rent; (h) provide authorizations to permit the Landlord to make enquiries from time to time of any government authority with respect to the Tenant's compliance with any and all laws and regulations pertaining to the Tenant, the Tenant's activities on the Recreation Centre or the Development 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 Recreation Centre or the Development 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; U) if the Tenant shall bring or create upon the Recreation Centre or the Development any Hazardous Substances or suffer the bringing or creation upon the Recreation Centre or the Development of any Hazardous Substances or if the Tenant shall cause there to be any Hazardous Substances upon the Recreation Centre or the Development, 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 Recreation Centre or the Development and notwithstanding the expiry or earlier termination of this Lease; and (k) the obligations of the Tenant in Subsections 7.4(e), 7.4(f),7.4(g), 7.4(h), 7.4(i) and 7 .4U) inclusive shall survive the End of the Term. 7.5 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. 7.6 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. 7.7 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 City 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. 7.8 OPERATION OF THE RECREATION CENTRE The Tenant must operate the Recreation Centre in accordance with the terms of this agreement and in accordance with the Operating Agreement, and in any event as a senior citizen's recreation centre open to all Senior Citizens in the City of Maple Ridge and the City of Pitt Meadows and be available to them all on the same terms and conditions. 7.9 OPERATING COST (a) The Landlord shall reimburse the Tenant for a portion of the Operating Costs (as described in section 7.9(d) in accordance with the Operating Agreement. (b) The Tenant shall pay all fees assessed as Additional Rent to the Landlord 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 7.9(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 City 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 Lease and the Operating 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. 7.10 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 Lease which shall include the works described in the Comprehensive Reserve Fund Study for Panorama, Strata Plan LMS 4011 dated October 3, 2011. 7.11 GENERAL PROVISIONS The Tenant shall be responsible for supervising and controlling the activities of members of the public who are using 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, DAYTO 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 Strata Council's 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: (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 Strata Owners are 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 9.1 (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. TENANT'S ALTERATIONS ARTICLE 9 ALTERATIONS, FIXTURES (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 to remove fixtures installed by it from the Recreation Centre but shall make good any damage caused to the Recreation Centre resulting from 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 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 withheld and without any claim for damages or indemnification against the Landlord, its employees or agents; (b) alter the location and nature of the Common Areas, close off parts thereof, erect additions thereto or extend any part thereof; or (c) 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. 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 "C" 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. 11.1 LANDLORD'S INDEMNllY ARTICLE 11 INDEMNllY, LIENS 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 INDEMNllY 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 wh_ich the Landlord shall or may become liable, incur or suffer by reason of the wrongful act or omissic;m, default or negligence of the Tenant or any of its agents, contractors or employees. ~1.3 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 (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 Operating 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 the Operating Agreement, 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 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 Tenant's 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 Article 11 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 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 12.1. 13.1 APPROVALS ARTICLE 13 GENERAL PROVISIONS 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. 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. 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. IN WITNESS WHEREOF the Landlord and Tenant have executed this Lease as of the day and year first above written. Cl1Y OF MAPLE RIDGE by its authorized signatory: Corporate Officer Date: _________________ _ RIDGE MEADOWS SENIORS SOCIE1Y by its authorized signatories: Title Title Date: _________________ _ SCHEDULE 11 8 11 [Pitt Meadows Senior Centre Lease Agreement] FORM_C_V19 (Charge) . t--.NEW WESTMINSTER LAND TITLE OFFICE Feb-25-2014 10:00:46.001 LAND TITLE ACT CA3604529 CA3604530 FORM C (Section 233) CHARGE GENERAL INSTRUMENT -PART 1 Province of British Columbia PAGE 1 OF 40 PAGES 1. 2. Your electronic signature is a representation that you are a subscriber as defined by the Land Title Act, RSBC 1996 c.250, and that you have applied your electronic signature in accordance with Section 168.3, and a true copy, or a copy of that true copy, is in your possession. Olgitally signed by Chnslina Lynn Ch • t' · L Reed 15S5W2 ns In a yn n_ DN: c=CA, cn=Chnslina Lynn Reed • • 15S5W2, o=Lawyer, ou=Verify ID at Reed 15S5W2::t~~rt.ccm/LKUP.cfrn? Dale: 2014.02.25 09:54:38 -08'00' APPLICATION: (Name, address, phone number of applicant, applicant's solicitor or agent) Christina Reed, Barrister & Solicitor YOUNG ANDERSON 1616 -808 Nelson Street Vancouver Document Fees: $147.00 BC V6Z 2H2 PARCEL IDENTIFIER AND LEGAL DESCRlPTION OF LAND: [PID] [LEGAL DESCRlPTION] Phone: (604) 689-7400 File: 4 7-245 DeductLTSAFees? Yes 027-242-251 LOT 1 SECTION 1 BLOCK 5 NORTH RANGE 1 EAST NEW WESTMINSTER DISTRICT PLAN BCP32780 STC? YES □ 3. NATURE OF INTEREST SEE SCHEDULE CHARGE NO. ADDITIONAL INFORMATION 4. TERMS: Part 2 of this instrument consists of (select one only) (a) 0Filed Standard Charge Terms D.F. No. (b) 0Express Charge Terms Annexed as Part 2 A selection of (a) includes any additional or modified terms referred to in Item 7 or in a schedule annexed to this instrument. 5. TRANSFEROR(S): SEE SCHEDULE 6. TRANSFEREE(S): (including postal address(es) and postal code(s)) CITY OF PITT MEADOWS A MUNICIPAL CORPORATION INCORPORATED UNDER THE LOCAL GOVERNMENT ACT #200 -710 REDBRICK STREET VICTORIA V8T 5J3 7. ADDITIONAL OR MODIFIED TERMS: N/A BRITISH COLUMBIA CANADA Incorporation No N/A 8. EXECUTION(S): This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of the interest(s) described in Item 3 and the Transferor( s) and every other signatory agree to be bound by this instrument, and acknowledge( s) receipt of a true copy of the filed standard charge terms, if any. Officer Signature( s) E • D t Transferor( s) Signature( s) X •~•,tinn I<> e Ashley Ridyard Barrister & Solicitor 501 -2829 Arbutus Road Victoria, BC V8N 5X5 OFFICER CERTIFICATION: y 14 M D 01 31 0900908 B.C. LTD. by its authorized signatory(ies ): Name: John Parkinson Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c.124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument. FORM_D1_V19 LAND TITLE ACT FORMD EXECUTIONS CONTINUED Officer Signature(s) Vesna Stefanovic Commissioner for Taking Affidavits in BC Unit 1 -7548 -120th Street Surrey, BC V3W 3N1 (as to all signatures) Linda Kelly Commissioner for Taking Affidavits in BC 12007 Harris Road Pitt Meadows, BC V3Y 2B5 (as to all signatures) OFFICER CERTIFICATION: Execution Date y M D 14 01 14 14 02 05 PAGE 2 of 40 ages Transferor/ Borrower/ Party Signature(s) CANADIAN WESTERN BANK by its authorized signatory(ies ): Name: Robert Duffield AVP & Branch Manager Name: Craig Gunning Senior Manager Commercial Banking CITY OF PITT MEADOWS by its authorized signatory(ies ): Mayor: Debbie Walters Clerk: Kelly Kenney Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B.C. 1996, c.124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain /o the execution of this instrument. FORM_D1_V19 LAND TITLE ACT FORMD EXECUTIONS CONTINUED Officer Signature( s) _ Ashley Ridyard Barrister & Solicitor 501 -2829 Arbutus Road Victoria, BC V8N 5X5 OFFICER CERTIFICATION: Execution Date y M D 14 01 31 I PAGE 3 of 40 a es Transferor/ Borrower/ Party Signature(s) WESBROOKE RETIREMENT LIMITED PARTNERSHIP, by its authorized signatories: John Parkinson Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence Act, R.S.B. C. 1996, c.124, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land Title Act as they pertain to the execution of this instrument FORM_E_V19 LAND TITLE ACT FORME SCHEDULE NATURE OF INTEREST Lease NATURE OF INTEREST Priority Agreement NATURE OF INTEREST NATURE OF INTEREST NATURE OF INTEREST NATURE OF INTEREST CHARGE NO. CHARGENO. CHARGENO. CHARGENO. CHARGENO. CHARGE NO. PAGE 4 OF 40 PAGES ADDIDONAL INFORMATION ADDITIONAL INFORMATION Granting Lease herein priority over BB 1985720 and BB1985721 ADDITIONAL INFORMATION ADDITIONAL INFORMATION ADDITIONAL INFORMATION ADDITIONAL INFORMATION FORM_E_V19 LAND TITLE ACT FORME SCHEDULE PAGE 5 OF 40 PAGES °lliTER THE REQUIRED INFORMATION IN THE SAME ORDER AS THE INFORMATION MUST APPEAR ON THE FREEHOLD TRANSFER FORM, MORTGAGE FORM, OR GENERAL .NSTRUMENT FORM. 5. TRANSFERORS: 0900908 B.C. LTD., Inc. No. 0900908 (as to Lease) CANADIAN WESTERN BANK (as to Priority) Page 6 TERMS OF INSTRUMENT-PART 2 RECREATION CENTRE LEASE THIS LEASE, dated for reference October 29, 2010 is made and entered into by the Landlord and Tenant named herein who, in consideration of the covenants herein contained, agree as follows:°·· 1. BASIC TERMS, SCHEDULES, AND DEFINITIONS 1.1 Basic Terms (a) Landlord: 0900908 B.C. LTD., Inc. No. 0900908 Address of Landlord: #200 -710 Redbrick Street, Victoria, BC V8T 5J3 E-mail address of Landlord: pdeluca@thewesbrooke.com With a copy to: WESBROOKE RETIREMENT LIMITED PARTNERSHIP #200-710 Redbrick Street, Victoria BC V8T 5J3 Email to: pdeluca@thewesbrooke.com (b) Tenant: CITY OF PITT MEADOWS Address of Tenant: 12007 Harris Road, Pitt Meadows, B.C. V3Y 2B5 E-mail address of Tenant: kgrout@pittmeadows.be. ca ldarcus@pittmeadows.bc.ca & ( c) Leased Premises: all that portion of 12000-190A Street, in Pitt Meadows, BC, Recreation Centre, Level One Floor, shown hatched on Schedule A attached hereto (d) Rentable Area: 9,350 square feet ( e) Term: 40 years plus 20 year renewal term (f) Commencement Date: January 16, 2013 (g) Annual Base Rent: $1,549,506.00 for the Term, prepaid by the Tenant on the later of the Commencement Date and the date the Landlord registers this Lease in the Land. Title Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ ( Page 7 Office in priority to all registered financial legal notations, liens, charges and encumbrances except those in favour of the Tenant. (h) Permitted Use: Seniors recreation centre, including without limitation a beauty salon and uses and services commonly associated with parks and recreation. (i) Parking Entitlement: Nil The foregoing Basic Terms are approved by the parties. Each reference in this Lease to any of the Basic Terms shall be construed to include the provisions set forth above as well as all of the additional terms and conditions of the applicable sections of this Lease where such Basic Terms are more fully set forth. 1.2 Schedules All Schedules to this Lease are incorporated into and form an integral part of this Lease and are as follows: SCHEDULE SUBJECT CLAUSE A Floor Plan(s) of Leased Premises 1.l(c) B Definitions 1.3 C Finishing Standards & Warranties 6.10-6.12 D Equipment Schedule B, "Equipment" E Janitorial Requirements 6.5 1.3 Definitions In this Lease, the words, phrases and expressions set forth in Schedule B are used with the meanings defined therein. 2. PREMJSES In consideration of the rents, covenants, and agreements hereinafter reserved and contained on the part of the Tenant to be paid, observed, and performed, the Landlord hereby demises and leases to the Tenant, and the Tenant leases from the Landlord, the Leased Premises. Wesbrooke Retirement Limited Partnership, as beneficial owner of the Land, confirms to the Tenant that both 0900908 B.C. Ltd. and Wesbrooke Retirement Limited Partnership are authorized to lease the Leased Premises to the Tenant, pursuant to the terms of this Agreement Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 8 3. TERMAND'RENEWAL 3.1 Term The Term of this Lease shall be for the period set out in subclause 1.l(e), beginning on the Commencement Date. 3.2 Renewal The Tenant may, by providing notice to the Landlord at least 60 days prior to the expiry of the Term, renew this Lease for a further Term of 20 years on the same terms and conditions except that Base Rent for the Term shall be $1.00 and except for this right ofrenewal. 4. RENT 4.1 Rent The Tenant shall yield and pay for the Leased Premises unto the Landlord, at the office of the Landlord's building manager, or at such other place as the Landlord may direct in writing, during the Term in lawful money of Canada on the days and at the times hereinafter specified, Rent which shall include the aggregate of the sums specified in subclauses ( a) and (b) below: (a) Annual Base Rent NIL-Pre-paid (b) Additional Rent The aggregate of the following: (i) the Tenant's Share of Tax Cost; and (ii) such other amounts, charges, costs, and expenses as are required to ·be paid by the ~ . Tenant to the Landlord pursuant to this Lease in addition to Annual Base Rent. -,_ ·l 4.2 Payment of Rent The Rent provided for in this Article 4 shall be paid by the Tenant as follows: (a) Annual Base Rent The Tenant shall pay to the Landlord Annual Base Rent on or-before the Commencement Date. The Landlord acknowledges and agrees that the Tenant may deduct from the Annual Base Rent the amount equal to $1,428.57 for each day between September 30, 2012 and the day on which an occupancy permit for the Leased Premises is issued. (b) Additional Rent Payments Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page9 The amount of any or all of the items of Additional Rent under subclause 4.l(b) which the Tenant is to pay may be estimated by the Landlord for such fiscal period or portion thereof as the Landlord may detemrine. The Tenant agrees to pay to the Landlord the amount of such estimate in monthly installments in advance in amounts and during the period specified by the Landlord on the first day of each and every month during the Term. The first installment of Additional.Rent shall be paid by the Tenant on the Commencement Date. The Landlord may make its estimates so that the Tenant's share of Additional Rent will be payable to the Landlord prior to the time the Landlord is obliged to pay the costs in respect of which the Additional Rent is payable. The Landlord may submit to the Tenant at any time during a period a re-estimate of the amount of Additional Rent payable by the Tenant under subclause 4.l(b) and a revised monthly installment amount. As soon as reasonably possible after the end of the fiscal period for which such estimated payments have been made, the Landlord will make a fmal determination of Tax Cost for such fiscal period and notify the Tenant of the actual amount required to be paid as Additional Rent under subclause 4.l(b). If necessary an adjustment shall be made between the parties and any money owing by or to one party shall be paid within 30 days of such notice. ( c) Basis of Determining Rent The Tenant acknowledges that the Additional Rent is calculated on the basis of the Ren.table Area of the Leased Premises, being as set out in subclause 1.l(d). The Tenant agrees that the Landlord may adjust the Additional Rent in the event that the actual Rentable Area of the Leased Premises is found to be different from the Rentable Area stated above. 4.3 Rent for Irregular Periods All Rent reserved herein shall be deemed to accrue from day to day, and if for any ·reason it shall become necessary to calculate Rent for irregular periods of less than one year an appropriate pro- rata adjustment shall be made on a daily basis in o~der to compute Rent for such irregular period. 5. TENANT'S COVENANTS 5.1 Tenant's Covenants The Tenant covenants with the Landlord as follows: 5.2 Rent To pay the Rent on the days and in the manner provided herein and to pay all other amounts, charges, costs, and expenses as are required to be paid by the Tenant to the Landlord under this Lease. 5.3 Occupancy and Permitted Use To use the Leased Premises only for the purpose set out in subclause 1. l(h). Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 10 5.4 Waste and Nuisance Not to commit or permit any waste or injury to the Building or the Leased Premises including the Leasehold Improvements and the trade :fixtures therein or any conduct which constitutes a nuisance to the Landlord, any other occupant of the Building or anyone else. 5.5 Cleanliness Not to permit the Leased Premises to become untidy, unsightly, or hazardous, or permit unreasonable quantities of waste or refuse to accumulate therein. 5.6 Compliance with Laws To comply at its own expense with all municipal, provincial, and federal sanitary, fire, and safety laws, bylaws, regulations, and requirements pertaining to the Tenant's operation and use of the Leased Premises, the condition of the Leasehold Improvements, trade :fixtures, furniture, and equipment installed therein, and the making by the Tenant of any repairs, changes or improvements therein. 5. 7 Over holding That if the Tenant shall continue to occupy the Leased P:i;emises after the expiration of this Lease without any further written agreement and without objection by the Landlord, the Tenant shall be a monthly tenant on and subject to the provisions and conditions herein set out ( except as to length of tenancy). 5.8 Inspection and Access· To permit the Landlord at any time and from time to time to enter and to have its authorized agents, employees, and contractors enter the Leased Premises for the purpose of inspection, window cleaning, maintenance, providing janitorial service, 'or making repairs, alterations, or improvements to the Leased Premises or the Building, or to have access to utilities and services or to determine the electric light and power consumption by the Tenant in the Leased Premises, provided that the Landlord in exercising its rights hereunder shall proceed to the extent reasonably possible so as to minimize interference with the Tenant's use and enjoyment of the Leased Premises. For clarity, the Landlord will not make any alterations or improvements to the Leased Premises without the approval of the Tenant, acting reasonably. 5.9 Janitorial Supplies To reimburse the Laridlm;d for the reasonable cost of the janitorial supplies set out in items 1 to 6 on the first page of Schedule E to this Lease and used for the Leased Premises. Q:\00047\0_245\Terms-lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 11 6. LANDLORD'S COVENANTS 6.1 Landlord's Covenant~ The Landlord covenants with the Tenant as follows: 6.2 Quiet Enjoyment The Tenant may peaceably possess and enjoy the Leased Premises for the Term hereby granted, without any interruption or disturbance from the Landlord or its assigns, or any other person or persons claiming by, from, through, or under the Landlord. Without limiting the foregoing, the Landlord will not do, suffer, or permit any act or neglect which may in any manner directly or indirectly cause injury to the Leased Premises or which may be or become a nuisance or interfere with the use of the Leased Premises. 6.3 Interior Climate Control To provide to the Leased Premises at all times, by means of a system for heating, cooling, filtering, a1:1d circulating air and processed air in such quantities, at such temperatures as shall maintain in the Leased Premises conditions of reasonable temperature and comfort in accordance with good standards of interior climate control generally pertaining at the date of this Lease applicable to similar buildings based on normal occupancy of premises for similar purposes, and without limiting the generality of the foregoing, to permit the Tenant to control the temperature of the Activity Rooms. 6.4 Entrances, Lobbies, and Other Common Areas To permit the Tenant and its employees and invitees to have the use in common with others entitled thereto of any common entrances, lobbies, stairways, and corridors of the Building in order to provide free and unfettered access to the Leased Premises. For clarity, the Landlord may control access to any parts of the Building not required in order to provide the Tenant, its employees and invitees access to the Leased Premises. 6.5 Janitorial Service To cause the Leased Premises to be cleaned in accordance with Schedule E to this Lease. 6.6 Intentionally Deleted 6. 7 Building Directory To construct and maintain two freestanding directional signs directing Building visitors to the Tenant's facilities at the Leased Premises. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 12 6.8 Landscaping To keep the Land, irrigation system and common landscaping thereon and thereto at all times in a good, clean and neat condition, to the standard from time to time prevailing for a first-class seniors centre in the City of Pitt Meadows. 6.9 Builders Liens If any liens are filed pursuant to the Builder's Lien Act (British Columbia) against title to the Land in connection with the construction of the Building, the Landlord will cause same to be discharged from title to the Land ,before the Commencement Date, including if necessary by making a Court application pursuant to section 24 of that Act and giving the Court sufficient security for the payment of the claim of lien. 6.10 Deficiency Security On the Commencement Date, the Tenant will make a list of incomplete work and defects in the Leased Premises, the Building (including without limitation the area in the Building leased by the Tenant for archive storage purposes), any parking areas and any other components relating in any way to the use or occupancy of the_ Leased Premises, based on the finishing standards set out in Schedule C to this Lease (the "Deficiencies"). The Landlord will remedy within the period of ti:1;ne specified by the Tenant, acting reasonably in light of the time reasonably required to do so given the nature of the Deficiencies. As security to ensure the Landlord corrects and completes the Deficiencies (and any subsequently discovered deficiencies), the Landlord will, within one week of the Commencement Date, deliver to the Tenant a certified cheque or letter of credit in a form determined by the Tenant, in an amount equal to 150% of the estimated cost to complete and correct the Deficiencies as estimated by the Tenant, acting reasonably (the "Deficiency Security"). The Tenant will return any unused Deficiency Security to the Landlord on the later of one year following the Commencement Date and the date all Deficiencies (including any Deficiencies discovered during that one year period) are corrected and completed to the satisfaction of the Tenant, acting reasonably. 6.11 Warranty The Landlord will correct, at its own expense, any of the following matters that appear within a · period of two years from the Commencement Date: (a) any work which is found by the Tenant not to comply with the finishing standards set out in Schedule C to this Lease; (b) any defects in the Building due to faulty or defective materials or products or the use of inappropriate materials or products or workmanship; and ( c) anything required by the Tenant to be corrected due to the design of the Building rendering the Leased Premises in any way unusable or inappropriate for the Permitted Use. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 13 6.12 Assignment of Warranties The Landlord will obtain warranties for those particular products and with the particular warranty periods specified iri. Schedule C to this Lease and the Landlord will assign or otherwise make available to the Tenant all such warranties. 6.13 Final Record Drawings (a) Before the Commencement Date, the Landlord will provide to the Tenant the following: (i) 2 complete paper print sets of the final as-built drawings for the Building, signed, sealed and certified "as-built" by a professional engineer registered and in good standing under the Engineering and Geoscientists Act(British Columbia) or other consultant approved by the Tenant; and (ii) 1 set of disks with the as-built drawings on them prepared using CAD technology. 6.14 Equipment Allowance The Landlord will pay $120,000.00 to the Tenant on or before the Commencement Date as a contribution toward the cost of the Equipment. 7. REPAIR, DAMAGE, AND DESTRUCTION 7.1 Landlord's Repairs The Landlord covenants with the Tenant: (a) subject to subclause 7.2(b), to keep in a good and reasonable state of repair, and consistent with the general standards of other public buildings of similar age. and character in the City of Pitt Meadows: (i) the Building including the foundation, roof, exterior walls including glass portions thereof, the systems for interior climate control, the elevators, entrances, stairways, corridors, lobbies, and washrooms froin time to time provided for use in common by the Tenant and other tenants of the Building and the systems provided for bringing utilities to the Leased Premises, (ii) the Leased Premises including the structural members or elements of the Leased Premises (including all doors) and all Leasehold Improvements and all trade fixtures within the Leased Premises and all glass therein; and (b) to repair defects in construction performed or installations made by the Landlord in the Leased Premises and Insured Damage. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 14 7.2 Abatement and Termination It is agreed between the Landlord and the Tenant that in the event of damage to the leased Premises or to the Building: (a) if the damage is such that the Leased Premises or any substantial part thereof are rendered not reasonably capable of use and occupancy by the Tenant for the purposes of its business for any period of time in excess of 14 days, then: (i) Rent shall abate until the damage is repaired, and (ii) unless this Lease is terminated as hereinafter provided, the Landlord shall repair such damage with all reasonable diligence; and (b) if either: (i) the Leased Premises, or (ii) premises, whether of the Tenant or other tenants of the Building, comprismg in the aggregate 50% or more of the Rentable Area of the Building are substantially damaged or destroyed by any cause to the extent such that in the reasonable opinion of the Landlord they cannot be repaired or rebuilt (based on standard hours of construction work) within 12 months after the occurrence of the damage or destruction, then either the Landlord or the Tenant may, at its option, exercisable by written notice to the other of them given within 60 days after the occurrence of such damage or destruction, terminate this Lease, in which event the Landlord shall not be bound to repair as provided in clause 7.1, and the Tenant shall instead deliver up possession of the Leased Premises to the Landlord with reasonable expedition but in any event within 60 days after delivery of such notice of termination, and Rent shall be apportioned and paid to th~ date upon which possession is so delivered up (but subject to any abatement to which the Tenant may be entitled under subclause 7.2(a) by reason of the Leased Premises having been rendered in whole or in part not reasonably capable of use and occupancy). 7.3 Insurance Proceeds If the Landlord or the Tenant terminates this Lease pursuant to clause 7 .2, the Landlord will pay to . the Tenant out of any insurance proceeds it receives with respect to the damage or destruction of the Building promptly upon receipt thereof from time to time, an amount equal to $1,549,506.00 multiplied by the total number of days remaining in the original Term plus the 20 year renewal term as of the date of the damage or destruction and divided by the total number of days in the Term (including the 20 year renewal term). Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AMIBJ Page 15 8. TAXES AND OPERATING COSTS 8.1 Landlord's Tax Obligations The Landlord covenants with the Tenant, subject to clause 8.2, to pay to the taxing authority ~r authorities having jurisdiction, all Taxes. 8.2 Tenant's Tax Obligations The Tenant covenants with the Landlord: • (a) to pay when due, all taxes, business taxes, business licence fees, and other taxes, rates, duties or charges levied, imposed, or assessed by lawful authority in respect of the use and occupancy of the Leased Premises by the Tenant, the business or businesses carried on therein, or the equipment, machinery/or :fixtures brought therein by or belonging to the Tenant, or to anyone occupying the Leased Premises with the Tenant's consent, and to pay to the Landlord upon demand the portion of any tax, rate, duty, or charge levied or assessed upon the Land and Building that is attributable to any equipment, machinery, or fixtures on the Leased Premises which are not the property of the Landlord or which may be removed by the Tenant; (b) to pay promptly to the Landlord when demanded or otherwise due hereun.der all Taxes in respect of all Leasehold Improvements in the Leased Premises; and (c) to pay to the Landlord in the manner specified in subclause 4.2(b) the Tenant's Share of the Tax Cost. 8.3 GST The Tenant shall pay to the Landlord GST in accordance with the applicable legislation at the same time as the amounts to which such GST apply are payable to the Landlord under the terms of this Lease or upon demand at such other time or times as the Landlord from time to time determines. The Landlord will provide the Tenant with its GST registration number. Notwithstanding any other section of this Lease, the amount payable by the Tenant under this clause shall be deemed not to be Rent, but the Landlord shall have the same remedies for and rights of recovery of such amount as it has for recovery of Rent under this Lease. 8.4 Tenant's Tax Cost After the commencement of the Term and prior to the commencement of each fiscal period determined by the Landlord thereafter which commences during the Term, the Landlord may estimate the Tax Cost, or any installment on account thereof, to become due on any date during the ensuing fiscal period or (if applicable) portion thereof, as the case may be, and the amount thereof • which will be payable by the Tenant, and notify the Tenant in writing of such estimate. If the Tenant has overpaid such Tax Cost, the Landlord shall refund any excess paid, but if any balance remains unpaid, the Landlord shall fix monthly installments for the then-remaining balance of such Q:\00047\0245\Terrns-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 16 fiscal period or portion thereof such that, after giving credit for instalhnents paid by the Tenant hereunder in respect of such fiscal period or portion thereof, the entire Tenant's Share of Tax Cost will be fully payable prior to the tirne the Landlord is obliged to pay the Taxes in respect of which the Tenant's Share of Tax Cost is payable. If for any reason the Tax Cost is not finally determined within such fiscal period or portion thereof, the parties shall make the appropriate readjustment . when such Tax Cost becomes finally determined. The Landlord and the Tenant acknowledge that Taxes in respect of the Building may be payable during the course of a year as prepayment for the Taxes accruing due in respect of such year, and if the Term ends during a year, then the appropriate adjustment will be made under clause 4. 3. 8.5 Operating Cost The Landlord acknowledges and agrees that any pre-paid Rent includes payment to the Landlord for the performance of all of its obligations hereunder and the Landlord shall not be entitled to any further payment or compensation from _the Tenant, except to the extent expressly provided hereunder. 8.6 Allocation to Particular Tenant Notwithstanding any of the foregoing, whenever Tax Cost, or an item of Tax Cost properly relates to a particular tenant or tenants within the Building, the Landlord will allocate such Tax Cost or item of Tax Cost to such tenant or tenants. Any amount allocated by the Landlord to the Tenant under this clause shall be payable by the Tenant within 30 days of written demand from the Landlord. If the Leased Premises is assessed separately from the rest of the Building by a taxing authority, the relevant item of Tax Cost will be allocated to the Tenant in accordance.with that separate assessment and the Tenant shall have no obligation to otherwise contribute towards that item of Tax Cost. 8. 7 Government Exemptions Notwithstanding the rest of this clause 8, and without limiting any of subclause 8.7, if the Leased Premises are at any time exempt from any Taxes that would otherwise be a Tax Cost, amounts payable or paid in respect of the Building or the Land, that are of the same kind as the ·exempted item shall be allocated solely to the other tenants of the Building and the Tenant will have no liability whatsoever to contribute towards such items as a Tax Cost. 9. UTILITIES 9.1 Water, Telephone and other services (a) The Tenant shall pay the cost of gas, electricity, water, telephone, telecommunications and other utilities consumed or used on the Leased Premises. (b) The Landlord shall maintain, repair and replace all pipes, cables, wires, ducts and conduits located in and on the Land and within the Building for purposes of transmitting and carrying electricity, water, gas and telephone and telecommunication facilities and Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 17 services includmg to the Leased Premises and for purposes of removing all waste materials, including garbage, recycling, sanitary and storm sewers. 10. ASSIGNMENTS, SUBLETTINGS, LICENSING AND SHARED USE 10.1 Assignments and Sublettings The Tenant may assign this Lease and may sublet the whole or any part of the Leased Premises, without the Landlord's consent. 10.2 Terms of Sublets and Licenses The Tenant shall cause each person to whom it sublets or licenses the use of any part of the Leased Premises to agree in writing with both the Tenant and the Landlord as follows: (a) To obtain and maintain, during the term of such sublease or license, comprehensive general liability insurance in the amount of $2,000,000.00 per occurrence, or if the sublease or license permits the sale of alcohol, $5,000,000.00 per occurrence, naming each of the Tenant and the Landlord as additional insureds; (b) not to open any part of the Leased Premises to the public between the hours of 10: 00 p .m. and 6:00 a.m.; (c) to be bound by and comply with the Tenant's obligations under the Lease, includmg not to cause nuisances in accordance with subclause 5.4; and ( d) to indemnify the Landlord and the Tenant from and against any and all losses and liability resulting from the subtenant's or licensee's use or occupation of the Leased Premises, including damage to the Leased Premises. 10.3 Shared Use Facilities (a) The Tenant will provide the Landlord with use of the Multi-Purpose Room for the Landlord's other tenants in the Building every Friday and Sunday from 5:00 p.m. to 10:00 p.m. and every Tuesday and Saturday from 9:00 a.m. to Noon. (b) The Tenant and _the Landlord shall meet quarterly to discuss programming and operational requirements for the Leased Premises. (c) The Tenant and the Landlord shall use reasonable efforts to avoid duplication of programs in shared use facilities. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 18 11. FIXTURES AND IMPROVEMENTS 11.1 Installation of Fixtures and Improvements The Tenant may enter the Leased Premises, Rent-free, no more than 30 days before the Commencement Date and make, erect, install and alter Leasehold· Improvements, furniture, equipment and trade fixtures. The Tenant will not make, erect, install, or alter any Leasehold hnprovements or trade fixtures in the Leased Premises, or any apparatus for • air-conditioning, cooling, heating or ventilating the Leased Premises, in any case without having requested and obtained the Landlord's prior written approval, which the Landlord shall not unreasonably withhold. The Landlord hereby consents to the instaflation and replacement from time to time of shelving affixed to the walls of the Leased Premises. In making, erecting, installing, or altering any Leasehold hnprovements or trade fixtures, the Tenant shall obtain all required building and occupancy permits, shall not alter or interfere with any installations which have been made by the Landlord without the prior written approval of the Landlord, and in no event shall alter or interfere with window coverings installed by the Landlord on exterior windows. The Tenant's request for any approval hereunder shall be in writing and accompanied by a reasonably detailed description of the contemplated work and, where appropriate, plans, working drawings, and specifications thereof. All such work shall be completed in good and workmanlilce manner in accordance with the description of the work approved by the Landlord. 11.2 Liens and Encumbrances on Fixtures and Improvements In connection with the making, erection, installation or alteration of Leasehold hnprovements and trade fixtures, and all other work or installations made by or for the Tenant in the Leased Premises, the Tenant shall comply with all of the provisions of the Builders Lien Act (British. Columbia) and amendments thereto, 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 ). 11.3 Removal of Fixtures and Improvements All Leasehold hnprovements iri. or upon the Leased Premises shall immediately upon affixation be and become the Landlord's property without compensation therefor to the Tenant. Except to the extent otherwise expressly agreed by the Landlord in writing, the Tenant shall not remove any Leasehold hnprovements from the Leased Premises either during or at the expiration or sooner termination of the Term. 12. INSURANCE AND LIABILITY 12.1 Landlord's Insurance The Landlord shall insure throughout the Term, and shall be deemed to have insured (for which purpose it shall be a co-insurer, if and to the extent that it shall not have insured), the Building and all improvements and installations made by. the Landlord in the Leased .Premises, in respect of perils and to amounts and on terms and conditions which are normally insured by prudent owners Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 19 of properties similar to the Building, as recommended by the Landlord's insurance broker and as required by the Tenant, acting reasonably, which insurance shall include the Tenant as an additional insured and provide that any proceeds recoverable in the event of loss to the Building (but no more than the amount payable to the Tenant under section 7.3) shall be payable to the Tenant, but the Tenant agrees to make available such amount toward the repair or replacement of the insured property if this Lease is not terminated under any other provision hereof. All insurance required to be maintained by the Landlord hereunder shall be on terms and with insurers to which the Tenant has no reasonable objection and shall provide that such insurers shall provide to the Tenant 30 days' prior written notice of cancellation or material alteration of such terms. The Landlord shall furnish to the Tenant certificates or other evidence acceptable to the Tenant as to the insurance from time to time required to be effected by the Landlord and its renewal or continuation in force, either by means of a certified copy of the policy or policies of insurance with all amendments and endorsements or a certificate from the Landlord's insurer which, in the case of comprehensive general liability insurance, shall provide such information as the Tenant reasonably requires. If the Landlord shall fail to take out, renew, and keep in force such insurance the Tenant may do so as the agent of the Landlord and the Landlord shall repay to the Tenant any amounts paid by the Tenant as premiums forthwith upon demand. • 12.2 Tenant's Insurance The Tenant shall take out and keep in force during the Term: (a) commercial general liability (including bodily injury, death, and property damage) insurance on an occurrence basis with respect to the business carried on, in, or from the Leased Premises and the Tenant's use and occupancy thereof, of not less than $5,000,000 • per occurrence, which insurance shall include the Landlord as a named insured and shall protect the Landlord in respect of claims by the Tenant as if the Landlord were separately insured; and • (b) insurance in such amounts as may be reasonably required by the Landlord in respect of fire and such other perils, including sprinkler leakage, as are from time to time defined in the usual extended coverage endorsement covering the Tenant's trade fixtures and the furniture and equipment of the Tenant and (except as to Insured Damage) all Leasehold hnprovements in the Leased Premises, and which insurance shall include the Landlord as a named insured as the Landlord's interest may appear with respect to the insured Leasehold Improvements and provided that any proceeds recoverable in the event of loss to Leasehold Improvements shall be payable to the Landlord, but the Landlord agrees to make available such proceeds toward the repair or replacement of the insured·property if this Lease is not terminated under any other provision hereof; and if the Landlord shall require the same from time to time, then also: (c) tenant's fire legal liability insurance in an amount not less than the actual cash value of the Leased Premises; and Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).])ocx Jan 10, 2014 10:40 AM/BJ Page 20 ( d) insurance upon all plate glass in or which forms a boundary of the Leased Premises in an amount sufficient to replace all such glass. All insurance required to be maintained by the Tenant hereunder shall be on terms and with insurers to which the Landlord has no reasonable objection and shall provide that such insurers shall provide to the Landlord 30 days' prior written notice of cancellation or material alteration of such terms. The Tenant shall furnish to the Landlord-certificates or other evidence acceptable to the Landlord as to the insurance from time to time required to be effected by the Tenant and its renewal or continuation in force, either by means of a certified copy ofthe policy or policies of insurance with all amendments and endorsements or a certificate from the Tenant's insurer which, in the case of comprehensive general liability insurance, shall provide such information as the Landlord reasonably requires. If the Tenant shall fail to take out, reriew, and keep in force such insurance the Landlord may do so as the agent of the Tenant and the Tenant shall repay to the Landlord any amounts paid by the Landlord as premiums forthwith upon demand. 12.3 Limitation of Tenant's Liability The Landlord releases the Tenant from all claims or liabilities in respect of any damage that is Insured Damage, to the extent of the cost of repairing such damage, but not from injury, loss, or damage which is consequential thereto or which arises therefrom where the Tenant is negligent or otherwise at fault. 12.4 Security for Landlord Obligations Concurrently with the execution of this Lease by the Landlord, the Landlord shall provide to the Tenant a certified cheque in the amount of $20,000 which the Tenant may cash and hold as security for the performance by the Landlord of its obligations under the Lease. Every five years during the Tenn (including the renewal Term, ifrenewed), the Landlord will increase the amount of such security by an amount equal _to $20,000 multiplied by the percentage increase, if any, in the consumer price index for Vancouver as published by Statistics Canada, or its successor in function, over that five-year period. Without limiting any other rights and remedies available to the Tenant in the event of any default hereunder by the Landlord, either by any provision of this Lease or by statute or the general law, all of which rights and remedies are intended to be cumulative but not alternative, the Tenant may apply the aforementioned fmancial security towards the costs of remedying any Landlord default and towards any losses suffered by the Tenant as a result of any Landlord default. . Whenever the Tenant uses such security, the Landlord will, upon notice from the Tenant, replenish the expended security amount by paying the expended amount to the Tenant. Upon the expiry of the Term (or the renewal Term, if renewed) or earlier termination of this Lease and the fulfillment by the Landlord of all of its obligations under this Lease, the Tenant will return the unused portion of such security, without interest, to the Landlord. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LID. (Clean).Docx Jan 10, 2014 10:40 AM/BJ ( Page 21 13. REGISTRATION, LANDLORD ASSIGNMENT AND TENANT ACKOWLEDGEMENT 13.1 Registration The Tenant will pay any property transfer tax payable upon registration of this Lease. Promptly following execution of this Lease, the Landlord shall register this Lease on the title to the Land in the applicable land title office and the Landlord shall furnish to the Tenant, at no cost or expense to • the Tenant, the necessary explanatory plan or plans required, if any, in order to register the Lease. In connection with such registration, the Landlord will do or cause to be done all acts reasonably necessary to register this agreement against title to the Land with priority over all financial legal notations, charges, liens and encumbrances registered, or pending registration, at the time of application for registration of this Lease against the title to the Land. 13.2 Acknowledgments The Tenant agrees with the Landlord that the Tenant shall promptly whenever requested by the Landlord from time to time execute and deliver to any mortgagee, an aclmowledgement as to the standing of this Lease. 13.3 Assignment by Landlord In the event of the sale by the Landlord of the Land or Building or a portion thereof, the Landlord shall cause the purchaser or transferee, to enter into an agreement with the Tenant under which the purchaser or transferee covenants to perform the obligations of the Landlord under this Lease and to be bound by all of the terms of this Lease as Landlord. 14. OCCURRENCE OF DEFAULT 14.1 Unavoidable Delay Except as herein otherwise expressly provided, if and whenever and to the extent that either the Landlord or the Tenant shall be prevented, delayed, or restricted in the fulfilment of any obligations hereunder in respect of the supply or provision of any service or utility, the making of any repair, the doing of any work or any other thing ( other than the payment of Rent) by reason of civil commotion, war-like operation, invasion, rebellion, hostilities, sabotage, strike, or work stoppage, or being unable to obtain any material, service, utility, or labour_required to fulfil such obligation or by reason of other unavoidable occurrence other than lack of funds, the time for fulfilment of such obligation shall be extended during the period :in which such circumstance operates to prevent, delay, or restrict the fulfilment thereof, and the other. party to this Lease shall not be entitled to compensation for any inconvenience, nuisance, or discomfort thereby occasioned, nor shall rent abate; but nevertheless the Landlord will use reasonable efforts to maintain services essential to the use and enjoyment of the Leased Premises. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LID. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 22 15. TENANT'S DEFAULT, REMEDIES OF LANDLORD, AND SURRENDER 15.1 Remedies Cumulative The Landlord may from time to time resort to any or all of the rights and remedies available to it in the event of any default hereunder by the Tenant, either by any provision of this Lease or by statute or the general law, all of which rights and remedies are intended to be cumulative and· not alternative, as the express provisions hereunder as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available to the Landlord by statute or the general law. 15.2 Right of Re-entry on Default Provided and it is expressly agreed that if and whenever the Rent hereby reserved or other moneys payable by the Tenant or any part thereof, whether lawfully demanded or not, are unpaid and the Tenant shall have failed to pay such Rent or other moneys within 30 days after the Landlord has given to the Tenant notice requiring such payment; or if the Tenant shall materially breach any the obligations on the part of the Tenant to be kept, observed, or performed hereunder and such breach continues for 60 days after the Landlord has given the Tenant notice thereof or, if the nature of the breach requires longer than 60 days to cure, the breach is not cured within such longer period of time as may be reasonably required; or if the Landlord shall have become entitled to terminate this Lease or to re-enter the Leased Premises under any provision hereof; then and in every such case it shall be lawful for the Landlord thereafter to enter into and upon the Leased Premises or any part thereof in the name of the whole and the same to have again, repossess, and enjoy as of its former estate, anything in this Lease to the contrary notwithstanding. 15.3 Termination and Re-entry If and whenever the Landlord becomes entitled to re-enter upon the Leased Premises under any provision of this Lease, the Landlord, in addition to all other rights and remedies, shall have the right to terminate this Lease by giving to the Tenant or by leaving upon the Leased Premis_e~ notice in writing of such termination. Thereupon, this Lease and the Term shall terminate, and the Tenant shall imniediately deliver up possession of the Leased Premises to the Landlord.in accordance with clause 15.5. 15.4 Re-letting Whenever the Landlord becomes entitled to re-enter upon the Leased Premises under any provision of this Lease, the Landlord, in addition to its other rights, shall have the right as agent of the Tenant to enter the Leased Premises and re-let them ( for a term or terms shorter or longer than the balance of the Term, granting reasonable concessions in connection therewith), and to receive and apply the rent therefor upon account of the Rent due and to become due under this Lease, and the Tenant shall be liable to the Landlord for the deficiency, if any. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ ( ( Page 23 15.5 Surrender on Termination Forthwith upon the termmation of this Lease, whether by effluxion of time or otherwise, the Tenant shall vacate and deliver up possession of the Leased Premises in a neat and tidy state and in good. and substantial repair in accordance with the Tenant's obligation under this Lease to repair the Leased Premises, but subject to the Tenant's rights and obligations in respect of removal in accordance with clause 11.3. At the same time the Tenant shall surrender to the Landlord at the place then fixed for the payment of Rent all keys and other devices which provide access to the Leased Premises, the Building, or any part thereof ar).d shall inform the Landlord of all combinations to locks, safes, and vaults, if any, in the Leased Premises. 16. LANDLORD'S DEFAULT AND REMEDIES OF TENANT 16.1 Landlord's Default and Tenant Self Help If the Landlord shall materially breach any of the obligations on the part of the Landlord to be kept, observed, or performed hereunder and such breach continues for 30 days after the Tenant has given the Landlord notice thereof or, if the nature of the breach requires longer than 30 days to cure, the breach is not cured within such longer period of time as may be reasonably required; then and in every such case it shall be lawful for the Tenant to cure such breach at the expense of the Landlord. The Landlord will pay the Tenant for the Tenant's costs of curing such breach within 21 days of receipt of an invoice from the Tenant. 16.2 Withholding Payments to Landlord and Setoff If the Tenant has given notice of a Landlord breach to the Landlord pursuant to clause 16.1, the Tenant may withhold payment of amounts owing by the Tenant pursuant to this Lease to the Landlord for so long as the Landlord remains in breach of its obligations under this Lease and the Tenant may deduct from any payments it is obligated to make to the Landlord under this Lease any amount owing by the Landlord to the Tenant pursuant to section 16.1. 16.3 Remedies Cumulative The Tenant may from time to time resort to any or all of the rights and remedies available to it in the event of any default hereunder by the Landlord, either by any provision of this Lease or by statute or the general law, all of which rights and remedies are intended to be cumulative and not alternative, as the express provisions hereunder as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available to the Tenant by statute or the general law. 17. MISCELLANEOUS 17.1 Notices Any notice required or contemplated by any provision of this Lease shall be given in writing, and if to the Landlord, either delivered to an executive officer of the Landlord or delivered or mailed (by . . Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 24 prepaid registered mail) to the Landlord at the address set out in subclause 1.l(a), or e-mailed to the Landlord at the e-mail address set out in subclause 1.1 ( a), or if the Landlord has given the Tenant notice of another address in Canada or e-mail address to whi-ch notices to the Landlord under this Lease are to be given, then to the last such address of which the Tenant has been given notice; and if to the Tenant, either delivered to the Tenant personally (or to an officer of the Tenant) or delivered or mailed (by prepaid registered mail) to the Tenant at the Leased Premises or e-mailed to the Tenant at the e-mail address set out in subclause 1.l(a). Every such notice shall be deemed to have been given when delivered or, if mailed as aforesaid, upon the third business day after the day of mailing thereof in Canada provided that if mailed, should there be a mail strike, slowdown, or other labour dispute which might affect delivery of such notice between the time of mailing and the actual receipt of notice, then such notice shall only be effective if actually delivered. 17.2 Extraneous Agreements The Tenant acknowledges that there are no covenants, representations, warranties, agreements, or conditions expressed or implied relating to this Lease or the Leased Premises save as expressly set out in this Lease and in any agreement to lease in writing between the Landlord and the Tenant pursuant to which this Lease has been executed. In the event of any conflict between the terms of this Lease and such agreement to lease, the terms of this Lease shall prevail. This Lease may not be modified except by an agreement in writing executed by the Landlord and the Tenant. 17.3 Time of Essence Time shall be of the essence of this Lease. 17.4 Area Determination The Rentable Area of any premises (including the Leased Premises) or the Building shall be determined by the Landlord's architect or surveyor from time to time appointed for the purpose. 17.5 Successors and Assigns. This Lease and everything herein contained shall enure to the benefit of and be binding upon the successors and assigns of the Landlord and its heirs, executors, and administrators and the permitted successors and permitted assigns of the Tenant. References to the Tenant shall be read with such changes in gender as may be appropriate, depending upon whether the Tenant is a male or female person or a firm or corporation. If the Tenant is comprised of more than one person or entity, then each such person and entity is jointly and severally bound by the-representations, warranties, agreements, and covenants of the Tenant herein and any notice given or deemed to have been given at any time to any such person or entity shall be deemed to have been given at the same time to each other such person and entity. 17.6 Waiver No condoning, excusing, or overlooking by the Landlord or Tenant of any default, breach, or non- observance by the Tenant or the Landlord at any time or times in respect of any covenant, proviso, Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ _) ( Page 25 or condition herein contained shall operate as a waiver of the Landlord's or the Tenant's . rights hereunder in respect of any continuing or subsequent default, breach, or non-observance or so as to defeat or affect in any way the rights of the Landlord or the Tenant herein in respect of any such continuing or subsequent default or breach, no acceptance of rent by the Landlord subsequent to a default by the Tenant (whether or not the Landlord knows of the default) shall operate as a waiver by the Landlord, and no waiver shall be inferred from or implied by anything done or omitted by the Landlord or the Tenant save only express waiver in writing. 17. 7 Governing Law and Severability This Lease shall be governed by and construed in accordance with the laws in force in the province of British Columbia. The venue of any proceedings taken in respect of or under this Lease shall be Vancouver, British Columbia as long as such venue is permitted by law, and the Tenant shall consent to any application by the Landlord to change the venue to Vancouver, British Columbia of any proceedings taken elsewhere. The Landlord and the Tenant agree that all the provisions of this Lease are to be construed as covenants and agreements as though the words importing such covenants and agreements were used in each separate section hereof. Should any provision or provisions of this Lease be illegal or not enforceable, it or they shall be considered separate and severable from the Lease and its remaining provisions shall remain in force and be binding upon the parties as though the said provision or provisions had never been included. 17.8 Captions The captions appearing in this Lease have been inserted as a matter of convenience and for reference only and in no way define, limit, or enlarge the scope or meaning of this Lease or of any provision thereof. 17.9 Expropriation If at any time during the Term the interest of the Tenant under this Lease or the whole or any part of either the Leased Premises or any other part of the Building shall be taken by any lawful power or authority by the right of expropriation, the Tenant may at its option give notice to the Landlord terminating this Lease on the date when the Tenant or Landlord is required to yield up possession thereof to the expropriating authority. Upon such termination, or upon termination by operation of law, as the case may be, the Tenant shall immediately surrender the Leased Premises and all its interest therein, Rent shall abate and be apportioned to the date of termination, the Tenant shall forthwith pay to the Landlord the apportioned Rent and all other amounts which may be due to the Landlord up to the date of termination, and clause 15.5 shall apply. The Tenant shall have no claim upon the Landlord for the value of its property or the unexpired Term of this Lease, but the parties shall each be entitled to separately advance their claims for compensation for the loss of their respective interests in the Leased Premises, and the parties shall each be entitled to receive and retain such compensation as may be awarded to each respectively. If an award of compensation made to the Landlord specifically includes an award for the Tenant, the Landlord shall account therefor to the Tenant. In this clause the word "expropriation" shall include a sale by the Landlord to an authority with powers of expropriation, in lieu of or under threat of expropriation. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 26 As evidence of their agreement to be bound by the terms of this instrument, the parties hereto have executed the Land Title Office Forms C/D/E which are attached hereto and form part of this Agreement. CONSENT AND PRIORITY AGREEMENT WHEREAS CANADIAN WESTERN BANK (the "Chargeholder") is the holder of a Mortgage and Assignment of Rents ( collectively, c;;alled the "Charge") encumbering the lands (the "Lands") described in item 2 of the Land Title Act Form C attached hereto, which were registered in the New Westminster Land Title Office under numbers BB 1985720 and BB 1985721. THEREFORE THIS CONSENT AND PRIORITY AGREEMENT IS EVIDENCE THAT IN CONSIDERATION OF $1.00 AND OTHER GOOD AND VALUABLE CONSIDERATION PAID BY THE TRANSFEREE TO THE CHARGEHOLDER: 1. The Chargeholder hereby consents to the granting and registration of the Lease attached hereto (the "Lease") and the Chargeholder hereby agrees that the Lease shall be binding upon its interest in and to the Lands. 2. The Chargeholder hereby grants to the transferee described in item 6 of the Land Title Act Form C attached hereto priority for the Lease over the Chargeholder's right, title and interest in and to the Lands, and the Chargeholder does hereby postpone the Charge and all of its right, title and interest thereunder to the Lease as if the Lease had been executed, delivered and registered prior to the execution, delivery and registration of the Charge. 3. The priority and postponement granted by the Chargeholder to the transferee pursuant to paragraph 2 above shall at all times be subject to the terms and conditions of the Agreement dated the 29 th day of July, 2011 between the transferee, Westbrooke Retirement Limited Partnership, 0900908 BC Ltd., the Chargeholder, Adam Douglas Gant and Emanuel Furtado Arruda. IN WITNESS WHEREOF, the Chargeholder has executed and delivered this Consent and Priority Agreement by executing the Land Title Act Form D above which is attached hereto and forms part of this Agreement. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Schedule "A" Page 27 FLOOR PLAN OF THE LEASED AREA (.) Page 28 SCHEDULE B TO RECREATION CENTRE LEASE DEFINITIONS In this Lease the following expressions shall have the following meanings: "Activity Room" mean the rooms in the Leased Premises identified as activity rooms in Schedule "A" to this Lease. "Additional Rent" means all sums of money to be paid by the Tenant, whether to the Landlord or otherwise under this Lease, except for Annual Base Rent and GST payable by the Tenant; "Annual Base Rent" means the annual rent set out in subclause 1.l(f) and payable by the Tenant as set forth in subclause 4.l(a); "Basic Terms" means those terms set out in clause 1.1, some of which are more particularly defined in this Schedule B; "Building" means that certain building _and those certain areas and improvements to be constructed on the Land in accordance with the design and finishing standards set out in this Lease (including without limitation Schedule C), and all additions and replacements thereto, which building includes seniors residences and the-Leased Premises; "Commencement Date" means the date the Term commences as set forth in or determined under subclause 1.1 ( f); "Equipment" means the recreation centre equipment set out in Schedule D to this Lease; "GST" means and includes any and all goods and services taxes, sales taxes, value added taxes, business transfer taxes, or any other taxes imposed on the Landlord or the Tenant from time to time in respect of the Rent payable by the Tenant to the Landlord under this Lease or the rental of the Leased Premises or the provision of any goods, services, or utilities whatsoever by the Landlord to the Tenant under this Lease, whether char~cterized as a goods and services tax, sales tax, value added tax, business transfer tax, or otherwise; "Insured Damage" means that part of any damage occurring to any portion ofthe·Leased Premises for which the Landlord is responsible, of which the entire cost of repair is actually recoverable by the Landlord under a policy of insurance in respect of fire and other perils from time to time effected by the Landlord, or, if and to the extent that the Landlord has not insured and is deemed to be a co-insurer or self-insurer under clause 12.1, would have been recoverable had the Landlord effected insurance in respect of perils, to amounts and on terms for which it is deemed to be insured; Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 29 "Land" means that parcel ofland, in the City of Pitt Meadows, more particularly described as PIO: 027-242-251, Lot 1 Section 1 Block 5 North Range 1 East New Westminster District Plan BCP32780; "Landlord" means both the legal owner of the Land, 0900908 B.C. Ltd., and the beneficial owner of the Land, Wesbrooke Retirement Limited Partnership (registration number LP0533470). The parties agree that the Tenant will look primarily to Wesbrooke Retirement Limited Partnership for all rights and responsibilities of the Landlord under this Lease, but the grants, covenants, conditions, provisos, agreements, rights, powers, privileges and liabilities of 0900908 B.C. Ltd. and W esbrooke Retirement Limited Partnership shall be construed and held to be several as well as joint; "Lease Year" means, in the case of the first Lease Year, the period beginning on the Commencement Date and terminating 12 months from the last day of the calendar month in which the Commencement Date occurs ( except that if the Commencement Date occurs on the first day of a calendar month, the first Lease Year shall terminate on the day prior to the first anniversary of the Commencement Date) and, in the case of each subsequent Lease Year, means each 12-month period after the first Lease Year; "Leased Premises" means that portion of the Building having the municipal address and located on those floor( s) set out in sub clause 1.1 ( c ), containing the aggregate number of square feet, more or less, of Rentable Area which is set out in subclause 1.l(d) and having the approximate location and configuration shown cross-hatched on the plan(s) attached as Schedule A. The exterior face of the Building, windows within the exterior face and any space in the Leased Premises used for stairways or passageways to other premises, stacks, shafts, pipes, conduits, ducts, or other building facilities, heating, electrical, plumbing, air conditioning, and other Building systems supplied by the Landlord for use in common with other tenants are expressly excluded from the Leased Premises; "Leasehold Improvements" means all fixtures, improvements, installations, alterations, and additions now or from time to time p.erea:fter made, erected, or installed, whether by the Tenant, the Landlord or anyone else, in the Leased Premises with the exception of trade fixtures and furniture and equipment not of the nature of fixtures; "Multi-Purpose Room" means the room in the Leased Premises identified as the multi-purpose room in Schedule A to this Lease; "Off er" means the Offer to Lease to which this Lease is attached as Schedule A; "Rent" means and includes the Annual Base Rent, Additional Rent, and all other sums payable by the Tenant to the Landlord under this Lease except for GST payable by the Tenant; "Ren table Area", whether in the case of a whole floor of the Building or in the case of premises comprising part of a floor of the Building, shall be determined by the Landlord's architect or land surveyor according to the American National Standard Method for Measuring Floor Areas in Office Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LID. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 30 Buildings ANSI/BOMA Z65.1-1996, as published by the Building Owners and Managers Association International and in effect as at the Commencement Date; "Taxes" means all taxes, rates, duties, levies, and assessments whatsoever, whether municipal, parliamentary, or otherwise, which are levied, imposed, or assessed against or in respect of the Building, the Land, or upon the Landlord in respect thereof, or which are from time to tinie levied, imposed, or assessed in the future in addition or in lieu thereof, including those levied, imposed, or assessed for education, schools, and local improveme~ts, and includes all costs and expenses (including legal and other professional fees and interest and penalties on deferred payments) incurred by the Landlord in contesting, resisting, or appealing any taxes, rates, duties, levies, or assessments, but excludes taxes and license fees in respect of any business carried on by tenants and occupants of the Building and taxes upon the income of the Landlord to the extent such taxes are not levied in lieu of taxes, rates, duties, levies, and assessments against the Building or the Land or upon the Landlord in respect thereof; "Tax Cost" for any calendar year means an amount equal to the aggregate, without duplication, of all Taxes in respect of such calendar year; "Tenant's Share" means the fraction, the numerator of which is the Rentable Area of the Leased Premises and the denominator of which is the Total Rentable Area; "Term" means the term of this Lease set forth in subclause 1.1 ( e) and any renewal or extension thereof and any period of permitted overholding; and "Total Rentable Area" means the total Rentable Area of the Building, whether rented or not, calculated as nearly as possible as if the Building were entirely occupied by tenants renting whole floors. The lobby and entrances on the lower plaza level and main floor lobby level, the areas of the floors below the lower plaza level which are used or available for use in common by tenants for storage or other purposes and any parking garage in the Building shall be excluded from the foregoing calculation. The calculation of the Total Rentable Area, whether rented or not, shall be adjusted from time to time to give effect to any structural change in the Building. Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan10,201410:40AM/BJ Schedule "C" FINISHING STANDARDS AND WARRANTIES I' : , ! . <-, .L~-o::!L, !:J.1_·]:/=::::;~,Ja!§~§'b.!ll 17 ; V •--c:;:·1 r ,-·'.'\ ' ' --□ [j ~ l ~i~· : @J f j ~"(l) ,) J Tili: --~"'~( ...._ __ ......_____ __ L_\,s~~~~~~i;'!:i)=l'.' ----.,~.I' .. ~- t> if . ./ -'-~================~---~ +"~c,,,---..,,.__.~-.,,-• I l 1 Page 31 (/) 0 :i: m 0 C r m 0 :0 m 0 :0 m > ::::! 0 z: 0 m z --\ ;n m r m ► (/) m "'{) ► G) m 0 71 C,) -I .-=. ........ ®i I J ~-r I [> ijj i ~ 0 0 0 i 1 i'ii ;111 {§ le,. :·~) t~~: ~ ~7]ir?:I I I ! -····1~·· 1~·•· ·--,..-r t/. l;~ t---~ ~-~ ~=~==--~~~~~~~~~~~~~---,l ©f ~~ el@ -~i ! _.,.' I I <~i,~ -~ '~ ·--:.~"$•,, r--f;--~,, . . ! : ' I ' ·-·-·-·,-·: -· ... ~--· • --~---··•··. ·-----!-----·-.----.-,..... __ ,___,_,: ·1---~-- {i li !¥ -1'.!l ! ;;: I· ;;; i I "' 0 @L,;:, . ! -· Yfr(j ¥. i~!? ! ·Pa! 'l • !1i\ i !Pi };ii· ;i!! s1il rr" 111~ ~h :t t !~ I l !' G) Q) @H mimi ,, ... ,, .. il~{M m1i~l1' !!i:"!~i ! , a Page 32 (f) C) ::c m 0 C r m C) :n m C) ~ ~ 0 z 0 rn z -i :n m r rn ► (f) rn 7J ► G) m "" 0 71 c,., [> p 1, •! •· ; ' Ii] @ D ~iii, i "'"i~ !ii' I i-n ;; :, t 0 ! I ! ; • Im !Pl W,t it•! H a. n !1 .n f! ~ l I @:l §1 ~R mu!· Wft. ~ i Ip!% ! 5 ' m, Wj't >?~! i Hii n JI• U':1 ;~ • ~lU. ~ ll ~ ! t l q .. ~ ! @ 0 @ @l! ii 11~'i 1m w1H -1;;1,i! ,, •• ~i. I Q ti'n'!t 1'11i •U, l J, , ,, I -~ ij!l 'f:' ,. ~-~t '" ~ ;! !" l i I • () 0 Page 33 (f) 0 ::r: m 0 C r-m 0 ::c rn 0 ::c m ~ 0 z 0 m z -I ::c m. r-m ► (f) rn "O ► G) m "' 0 71 (,)_ SCHEDULED TO RECREATION CENTRE LEASE Equipment Tables -#1 (4x8) Tables -#2 (4x6) Tables -#3 (round) lunch area Tables -#4 (round) Art room Table -#5 (round) meeting room Table -#6 Card Table Carts Tables -#7 lounge area coffee tables End Tables Chairs -# 1 multi purpose area Chairs -# 2 (guest) lunch area+ arts Chairs -#3 (meeting room) Chairs -#4 (meeting/arts room) Chairs -#5 ( offices and reception) Chairs -#7 (lounge area) Arm chairs Chairs -#8 (lounge area) Sofa 3 seat Chairs -#9 (lounge area) Sofa 2 seat Chair Dollies Office desk Stove -commercial quality Fridge/cooler commercial quality :freezer commercial quality Place settings Dishwasher Units 25 10 6 8 1 6 3 5 8 200 40 8 24 4 6 4 4 4 1 1 1 1 200 1 Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LID. (Clean).Docx Page 34 Jan 10, 2014 10:40 AM/BJ Page 35 Mierowave 1 Patio furniture 1 First Aid Room (02, defib. Etc.,wheel chair) 1 Janitorial Equipment 1 Multi Purpose Room (Misc.) 1 Storage Rooms (Misc.) 1 Stage (Misc.) 1 Meeting Room (Misc.) 1 Kitchen (Misc.) 1 Lounge (Misc.) 1 Office (Misc.) 1 Reception (Misc.) 1 Washrooms (Misc.) 1 Patio (Misc.) 1 Arts (Misc.) 1 Sound System 1 Computers etc. 2 Photo Copy 1 F~ 1 Phones 3 Printer 1 Storage lockers 4 Display Case 2 Display Boards 2 Garbage cans 10 Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 36 SCHEDULE E TO RECREATION CENTRE LEASE Janitorial Requirements Professio_nal Green Quality Cleaning Products & Recycled Paper Products: The Landlord shall be responsible for the procurement, safe storage and use of all cleaning equipment, tools, and materials required for the provision of custodial maintenance and janitorial services and for all costs incurred in their procurement, safe storage & use including: 1. All cleaning chemicals, including dispensers 2. All deodorizing chemicals, including dispensers 3. All sanitary napkins/tampons, including dispensers, (where and when required) 4. All plastic bags used in waste collection/recycling activities 5. Landlord will be responsible for the safe storage of all consumable supplies required. The Landlord will be required to procure and dispense, the following supplies (consumables), as a minimum: 6. trash liners, paper towels, liquid and powdered hand soap, toilet tissue, hand towels, paper seat covers, urinal block deodorants for use in restrooms and including all floor and carpet care products. The Landlord shall maintain an adequate inventory of supplies in order to perform the services required. The Landlord shall maintain custodial closets and/or storage areas in a clean, orderly and safe manner at all times. The Landlord shall ensure that basic equipment and cleaning chemicals are always available in these areas for emergency clean-up use by the Landlord's staff during working hours. The Landlord will keep an inventory of all consumable janitorial supplies used within the Tenant's area and will be able to invoice the Tenant on a monthly basis for these supplies. - Cleaning Frequencies: OFFICES, :MEETING ROOMS, KITCHEN & STAFF ROOMS SHALL BE CLEANED ACCORDING TO THE FOLLOWING: Daily Services: 0 Dust and spot clean top of desks, chairs, tables and counters/filing cabinets; dust exposed areas of equipment Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 37 □ Remove graffiti and gum, etc. from furniture, carpet, study carrels, tables, windows, walls, partitions, doors and shelves □ Spot clean walls □ Dust top of desks, chairs, tables and counters; dust exposed areas of office equipment □ Clean interior and exterior entry doors/glass □ Dust low levels including window sills, picture frames, cabinets and other horizontal surfaces that are accessible without the use of a ladder □ Clean all mirrors 0 Empty, sanitize and reline garbage cans, leave extra bags in can bottoms O Dry and wet mop all resilient tile or hard surface floors □ Vacuum carpetareas except where heavy furniture is to be moved. Spot clean as required D Sanitize and clean table tops in meeting rooms D Dust low levels including window sills, pictures frames, cabinets and other horizontal surfaces that are accessible without the use of a ladder D Empty and reline garbage cans as required D Gather waste paper, recyclables and other materials plainly marked as garbage and place in building waste containers for disposal D Vacuum and spot clean-carpet areas except where heavy furniture is to be moved D Damp mop and spot clean D:On-carpet areas Monthly Services: D Clean/sanitize chair rungs/edges and arms D Damp wipe and sanitize all telephone instruments □ Spray, buff all tile and resilient floors plus damp mop baseboards □ Clean desk tops that have been cleared O Clean all interior glass partitions and side lights, etc. □ Scrub all sinks in craft rooms, loading bay and laundry area D Weekly service only to the dark room Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LID. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 38 Semi-Annual Services: □ Dust and clean all ceiling light fixtures D Dust or vacuum all ceiling vents, air grills, door frames and door vents Annual Services: □ Hot water extract and shampoo carpets and upholstered furniture D Machine scrub, strip floors and wax/refinish D Clean all exterior/interior windows D High dust all vertical walls D Clean horizontal blinds D Clean all exterior / interior windows COMJ.V[ON AREAS (HALLWAYS, STAIRWELLS, LOBBIES) SHALL BE CLEANED ACCORDING TO THE FOLLOWING: Daily Services: D Clean all glass surfaces □ Remove graffiti and gum, etc. from furniture, carpet, study carrels, tables, windows, walls, partitions, doors and shelves D Spot clean walls D Dust top of desks, chairs, tables and counters; dust exposed areas of office equipment 0 Clean interior and exterior entry doors/glass D Dust low levels including window sills, picture frames, cabinets and other horizontal surfaces that are accessible without the use of a ladder D Clean all mirrors 0 Empty, sanitize and reline garbage cans, leave extra bags in the bottom of can D Gather waste and other materials plainly marked as garbage or recyclables and place in building waste containers for disposal D Dry and.wet mop all resilient tile or hard surface floors □ Vacuum carpet areas except where heavy furniture is to be moved. Spot clean as required Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ □ Dust/spot clean stairway handrails and iron supports C Vacuum/spot clean all carpet surfaces 0 Empty, sanitize and reline all garbage cans C Dust all horizontal flat surfaces within reach 0 Dust tables, chairs and picture frames 0 Sweep/wet mop, stairways and back hallways C Vacuum/sweep and/or wet mop all lobby floors Monthly Services: n LJ □ Damp wipe and vacuu,m lobby furniture Dust light fixtures and low level not requiring a ladder Sweep and damp mop all storage rooms, electrical and mechanical rooms Semi-Annual Services: □ Dust and clean all ceiling light fixtures 0 Dust or vacuum all ceiling vents, air grills, door frames and door vents Annual Services: □ Hot water extract and shampoo carpets and upholstered furniture □ Machine scrub, strip floors and wax/refinish □ Clean all exterior/interior windows 0 High dust all vertical walls [i Clean horizontal blinds WASHROOMS SHALL BE CLEANED ACCORDING TO THE FOLLOWING: Daily Services: !J Empty, sanitize and reline garbage cans -place for disposal D Clean all mirrors Page 39 0 Clean and sanitize all sinks, counter tops, ~ps, and washroom fixtures including shower stalls, urinals, toilet seats and bowls, and bathroom doors -including floor support Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx Jan 10, 2014 10:40 AM/BJ Page 40 D Clean and refill all dispensers C Clean/sanitize shower(s) as applicable □ Dry and wet mop using a disinfectant cleaner all resilient tile or hard surface floors □ Dust/spot clean all ledges and partitions □ Report any fixtures/plumbing not working properly to District of Maple Ridge staff representative □ Separate cleaning cloths are to be used for toilets, sinks, floors and counters □ Washroom mops are to be used in washrooms only (no other areas), and sanitized daily Monthly Services: □ Wash partitions and tile walls and those around sinks, toilet bowls and urinals using a disinfectant cleaning solution □ Machine scrub floors and refinish □ Clean in the corners, where the wall meets the floor Semi-Annual Services: □ Clear out soap dispensers and refill with fresh supply □ Dust and clean all ceiling/wall light fixtures □ Clean all ceiling vents, air grills, door frames and door vents Annual Services: □ Machine scrub/strip floors and refinish □ Wash all vertical walls Q:\00047\0245\Terms-Lease-Cr-0900908 B.C. LTD. (Clean).Docx END OF DOCUMENT Jan 10, 2014 10:40 AM/BJ SCHEDULE "C" [Pitt Meadows Senior Centre RMSS Sub Lease Agreement] ( PITT MEADOWS SENIOR CENTRE RMSS SUB LEASE AGREEMENT THIS SUBLEASE dated for reference as of the 1st day of January, 2015, is BETWEEN: AND: WHEREAS: CITY OF PITT MEADOWS, a municipality pursuant to the laws of British Columbia having an address at 12007 Harris Road, Pitt Meadows, B.C., V3Y 2B5 (the "City") RIDGE MEADOWS SENIORS SOCIETY, a society duly Incorporated under the Society Act of the Province of British Columbla under number S-0039647 and having an address at 12150 224th Street, Maple Ridge, B·.C., V2X 3N8 (the "Subtenant") A. By lease (the "Head Lease") between 0900908 B.C. Ltd. and Wesbrooke Retirement Limited Partnership (collectively, the ((Head Landlord") and the City dated for reference October 29, 2010 and registered in the New We?tminster Land Title Office under number CA3604529, the Head Landlord leased to the City the lands described in Schedule "A" attached hereto (the "Lands") for the term, the rent and on the conditions contained in the Head Lease; B, The City has agreed to sublet the Lands to the Subtenant to be used as a seniors recreation c_entre accordance with the terms contained in this Sublease; C. In accordance with section 187 of the Local Government Act, the City has published notice in the newspaper of its intention to sublease the Lands to the Subtenant; NOW THEREFORE, in consideration of the covenants contained herein, and for other valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows: Preamble 1. The recitals set forth in the preamble are true and form an integral part of this Sublease. W:\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_Lse_Agr 2 Grant of Sublease 2. Subject to the terms and conditions contained in the Head Lease which are applicable to the use of the Lands as a senior's recreation centre and this Sublease, the City hereby sublets to the Subtenant the Lands for the term (the "Term") commencing on January 1, 2015 and expiring·on December 31, 2017. Basic Rent 3. The Subtenant covenants and agrees with the City to pay the City prepaid rent of ten doilars ($10) ("Basic Rent") for the Term. Sublease Net to the City 4. This Sublease is completely care-free and net to the City. The Subtenant will pay, during the Term, Basic Rent and all costs, charges, expenses and out-lays arising from or relating to the Lands ("Additional Rent") without deduction or set-off, and in addition to the foregoing, the Subtenant will remit to the City any Goods and Services Tax or other taxes or impositions due to or to be collected by the City relating to this Sublease and the Lands. (Basic Rent and Additional Rent are collectively referred to as "Rent"). Lands Subleased on an "As Is" Basis/ Use 5. The Lands are being subleased to the Subtenant on an "as is" basis and may only be used for a seniors recreation centre, including without limitation a beauty salon and uses and services commonly associated with parks and recreation. Subtenant's Covenants 6. The Subtenant covenants with the City that: (a) it will perform all of the City's covenants and other obligations reserved and contained in the Head Lease, to the extent that they apply to the Lands, as if they formed part of this Sublease; (b) it will take out and maintain insurance with respect to the Lands providing for the coverages and upon the terms required in the Head Lease to be maintained by tlie City. The City and the Head Landlord will be shown as named insureds on all insurance policies obtained by the Subtenant for the Lands; (c) it will operate the Lands in accordance with the terms of the Operating Agreement dated for reference January 1, 2015 between the Subtenant, the City of Maple Ridge and the City of Pitt Meadows (the "Operating Agreement"}; (d) it will indemnify and save the City harmless from and against all rent, charges, expenses, demands, claims, actions, fines and damages of any kind, including \\Mr.Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_Lse_Agr.DocxDec 29, 2014 8:54 AM/H (e) 3 legal fees on a solicitor and own client basis, for which the City may become liable or which the City may suffer by reason of the Subtenanf s breach, or failure to fulfil any term, condition or covenant contained in the Head Lease, to the extent that they apply to the Lands, or this Sublease, which arise after or relate to a period commencing after the date of this Sublease. Save and except for claims or liabilities arising as a result of the negligence of the City, or of those -persons for whom the City is at law responsible, the Subtenant will further indemnify and save the City harmless from and against any claims made against or liabilities incurred by the City, including legal fees on a solicitor and own client basis, resulting from death or injury o---ccasioned to or suffered by any person or damage to any property arising as a result of entering into this Sublease or the use and occupation of the Lands; and at the termination of this Sublease, it will peaceably surrender to the City the Lands .. 7. The Subtenanf s covenants contained in this Section will survive the termination of this Sublease. Covenants, Representations and Warranties of the City 8. The City covenants with the Subtenant that: (a) subject to the payment of Rent and the observance and performance of those covenants, provisions and conditions contained in the Head Lease as are incorporated herein and are to be observed and performed by the Subtenant, the Subtenant may enter into and hold the Lands for the Term, for its own use and benefit and without interruption ·by the City or any person claiming by, through or under the ~ity; (b) it will well and in a timely fashion observe and perform all of the terms, covenants and conditions contained in the Head Lease on the part of the tenant therein to be observed and performed, with the exception of those terms, covenants and conditions which the Subtenant has agreed to perform pursuant to this Sublease, to the intent that there will not be a default under the Head Lease; and (c) it will use its reasonable efforts on behalf of the Subtenant, at the Subtenanfs sole expense, to enforce the obligations of the Head Landlord contained in the Head Lease, to the extent that they apply to the Lands. 9. The City represents-and warrants to the Subtenant that: (a) the Head Lease is a good, valid and subsisting lease and the covenants and conditions contained in the Head Lease have been and will have been on the \\Mr.Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_Lse__:Agr.DocxDec 29, 2014 8:54 AM/H 4 commencement of the Term duly observed and performed by the City, and that subject to obtaining the consent of the Head Landlord, the City has good right and absolute authority to demise and sublease the Lands in the manner aforesaid; and (b) there are no amounts payable by the City under the Head Lease that remain outstanding as of the first day of the Term. Paramountcy of Head Lease 10. The Subtenant has no greater interest in the Lands than the City has under the Head Lease. To the extent that any right or benefit conferred by this Sublease contravenes or is incompatible with the Head Lease, such right or benefit will be amended or modified so as not to contravene or .be incompatible with the Head Lease. The Subtenant acknowledges having received and read the Head Lease. 11. As 1_a condition of entering into this Sublease, the Subtenant shall sign the tri-party agreement attached to this Sublease as Schedule "B", required by section 10.2 of the Head Lease, and deliver that signed tri-party agreement to the Head Landlord and the City. Default 12. If and whenever under the Head Lease, to the extent that its terms apply to this Sublease, or this Sublease: (a) the Subtenant fails to pay Rent or any other amount it is obliged to pay; or (b) the Subtenant fails to perform any one or more of its covenants or other obligations under this Sublease or under the Operating Agreement; (c) any insurance policy insuring the Lands, the Head Landlord or the City is cancelled, revoked or refused by reason of the Subtenant's use or occupation of the Lands; or (d) • the Subtenant is dissolved, wound up, or struck from the BC Register of Societies for any reason; and such default is not cured or remedied as provided for in the Head Lease or this Sublease, then the City will have all of the rights, remedies and indemnities against the Subtenant that are available to the Head Landlord under the Head Lease, to the extent that they apply to the Lands, for a breach of the obligations of the City thereunder. The City will have the right, but not the obligatidn, to take remedial steps to cure any default by the Subtenant under this Sublease. \\Mr.Corp\Docs\CDPR-Admin\06-Legai\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sche(_C_PMSCS_RMSS_Sub_Lse_Agr.Docxbec 29, 2014 8:54 AM/H ( 5 Tenant's Right to Cure Default in Head Lease 13. The City covenants and agrees with the Subtenant that the Subtenant may, upon giving fourteen days written notice to the City or such shorter notice that is reasonable· in the circumstances, at its option, cure any default of the City under the Head Lease, provided such default impacts the Subtenant's interest in the Sublease or could permit the Head Landlord to terminate the Head Lease pursuant to the terms thereof, and any amounts expended by the Subtenant in curing such defaults will be payable by the City to the Subtenant on demand provided such default is not caused as a result of a default of the Subtenant of its obligations under tnis $u.blease. Reimbursement of Costs of the City 14. The Subtenant agrees to reimburse the City for all costs and expenses, including legal fees on a solicitor and client basis, incurred by the City in remedying any default by the Subtenant hereunder. In the event that the Subtenant fails to pay any monies it owes to any party by virtue of the Head Lease or this Sublease, the City may, at its option, in addition to any other rights hereunder or at law, make that payment and add the said amount, with interest at an annual rate equal to five percent (5%} above the prime rate announced from time to time by the City's principal lender, to the Rent due for the next ensuring month, and that amount will then become due and collectible as Rent. Non-Waiver 15. The failure of the City to enforce any covenant or condition contained in this Sublease will not be deemed to void or impair its right to enforce the same covenant or condition on the occasion of any subsequent default or breach. The acceptance of Rent by the City or any other amount under this Sublease will not be deemed to be a waiver of any preceding breach of any covenant or condition, even if the City is aware of the preceding breach at the time it accepts payment of Rent or other amount. Notice 16. If either the City or the Subtenant receives a notice from the Head Landlord of a default under the Head Lease, to the extent that it relates to the Lands, or this Sublease, the City or the Subtenant as the case may be, will forthwith deliver a copy of such notice to the other. 17. Any notice required under this Sublease will be given by registered mail or by personal delivery: To the City: 107 Harris Road Pitt Meadows, BC V3Y 2B5 Facsimile number: ------ \\Mr.Corp\Docs\CDPR-AdlTiin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_Lse_Agr.DocxDec 29, 2014 8:54 AM/H 6 Attention: _________ _ To the Subtenant: 12150 -224 Street Maple Ridge, BC V2X 3N8 Facsimile number: ------ Attention: 18. Notice may also be conveyed by other means, including facsimile, and will be deemed to have been received at the time it is received or acknowledged. Either party may notify the other that it is changing its address and from the date of that notice, that party's address will be deemed to have been changed accordingly. 19. In order to expedite communications between the parties, a concurrent facsimile or email copy of any notice or other written communication required to be given in connection with this Sublease should also be sent as a matter of courtesy. Complete Agreement 20. This Sublease contains the complete agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties. Miscellaneous . 21. Time will be of the essence of this Sublease. 22. This Sublease will be construed and governed in accordance with the laws of British Columbia. 23. This Sublease will enure to the benefit of and be binding upon the parties hereto, and their respective successors and permitted assigns. 24. This Sublease will not be modified or amended except by a written instrument signed by the parties. 25. Each party will, from time to time and upon reasonable request of the other, execute all further acts, documents and assurances as may be necessary to implement the intent of this Sublease. • \\Mr.Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_Lse_Agr.DocxDec 29, 2014 8:54 AM/H 7 Article 1 Pitt Meadows Senior Centre Operating Schedule The SOCIETY COVENANTS AND AGREES WITH THE COMMISSION THAT THE SOCIETY SHALL: 26. Operate the Pitt Meadows Senior centre within the following parameters: (i) To manage and operate the Pitt Meadows Senior Centre in accordance with this Agreement and the Lease Agreement (Schedule B) (ii) To Program in accordance to Ridge Meadows Senior Society and Pitt Meadows Advisory Committee Terms of Reference (Schedule D) (iii) Pitt Meadows Senior Centre to be staffed a minimum of four hours per day for five days per week; (iv) Pitt Meadows Senior Centre to be closed to the public between the hours of 10:00 pm and 6:00am; (v) Provide staff to support, encourage and support the work of the Pitt Meadows Advisory Committee (PMAC) and to assist them in identifying their priorities; (vi) Support and encourage work to expand the hours of operation of the Pitt Meadows Senior Centre; (vii) The Society cooperates in monthly pest control maintenance program at the Pitt Meadows Senior Centre. (viii) The Society coordinates the cleaning and removal of snow in the Pitt Meadows Senior Centre's parking lot. (ix) The Society reimburses the developer a reasonable amount for de-icing and snow removal of entrance ways and access areas at the Pitt Meadows Senior Centre. (x) The Society insures all plate glass in or which forms a boundary of the Facility in an amount sufficient to replace all such glass. In addition to the Quarterly payment, the Commission will: (i) Ensure that the Developer maintains, repairs and replaces all pipes, cables, wires, ducts and conduits located in the Facility for purposes of transmitting and carrying electricity, water gas and telephone and telecommunication \\Mr.Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_Lse_Agr.DocxDec 29, 2014 8:54 AM/H 8 facilities and services including to the Facility and for purposes of removing all waste materials, including garbage, recycling, sanitary and storm sewers. (ii) Ensure that the Developer names the Society as an additional insured that wiU release, save harmless and indemnify the Society from and against any action, claim, demand, proceeding, suit, complaint, cause of action, loss, damage, cost or expense related to programming offered in the Facility. 27. FIXTURES AND IMPROVEMENTS The Pitt Meadows Senior Centre (i) Adhere to Schedule B (11.1) and (ii) the Society will not make, erect, install, or alter any Leasehold Improvements or trade fixtures in the Facility, or any apparatus for air-conditioning, cooling, heating or ventilating the Facility, in any case without having requested and obtained the Developer's prior written approval, which the Developer shall not unreasonably withhold. The Developer hereby consents to the installation and replacement from time to time of shelving affixed to the walls of the Facility. In making, erecting, installing, or altering any Leasehold Improvements or trade fixtures, the Society shall obtain all required building and occupancy permits, shall not alter or interfere with any installations which have been made by the Developer without the prior written approval of the Developer, and in no event shall alter or interfere with window coverings installed by the Developer on exterior windows. The Society's request for any approval hereunder shall be in writing and accompanied by a reasonably detailed description of the contemplated work and, where appropriate, plans, working drawings, and specifications thereof. All such work shall be completed in good and workmanlike manner in accordance with the description of the work approved by the Developer. (iii) -in connection with the making, erection, installation or alteration of Facility and trade fixtures, and all other work or installations made by or for the Society in the Leased Premises, the Society shall comply with all of the provisions of the Builders Lien Act (British Columbia) and amendments thereto, 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 hold backs). (iv) all leasehold Improvements in or upon the Facility shall immediately upon affixation be and become the Developer's property without compensation \\Mr.Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_Lse_Agr.DocxDec 29, 2014 8:54 AM/H 28. 9 therefor to the Society. Except to the extent otherwise expressly agreed by the Developer in writing, the Society shall not remove any Leasehold Improvements from the Facility either during or at the expiration or sooner termination of the Term. THE COMMISSION COVENANTS AND AGREES WITH THE SOCIETY TO: (a) the Society may peaceably possess and enjoy the Facility for the Term hereby granted, without any interruption or disturbance from the Commission or its assigns, or any other person or persons claiming by, from, through, or under the Developer. Without limiting the foregoing, the Developer will not do, suffer, or permit any act or neglect which may in any manner directly or indirectly cause injury to the Facility or which may be or become a nuisance or interfere with the use of the Facility. - (b) insure all plate glass in or which forms a boundary of the Facility in an amount sufficient to replace all such glass. (c) through the Maple Ridge Pitt Meadows Parks and Leisure Services Commission ensure that the following funds from the RMSS Operating Agreement (Article 3.1 a) are allocated for the operation of the Pitt Meadows Senior Centre. (i) $65,520 in 2015 (ii) $66,820 in 2016 (iii) $68,156 in 2017 (d) provide the Society with use of the gym and computer lab located in the Pitt Meadows Family Recreation Centre. For purposes of clarity the Society shall request use of these rooms through the Commission's booking clerk. Use of these facilities shall not be scheduled by the Society outside of the normal operating hours of the Centre as established from time to time by Commission. (e) ensure that the Developer maintains, repairs and replaces all pipes, cables, wires, ducts and conduits located in the Facility for purposes of transmitting and carrying electricity, .water gas and telephone and telecommunication facilities and services including to the Facility and for purposes of removing all waste materials, including garbage, recycling, sanitary and storm sewers. (f) ensure that two freestandtng directional signs directing Building visitors to the Facility are constructed • (g) ensure that the Developer names the Society as an additional insured that will release, save harmless and indemnify the Society from and against any action, claim, demand, proceeding, suit, complaint, cause of action, loss, damage, cost or expense related to programming offered in the Facility. \\Mr.Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_lse_Agr.DocxDec 29, 2014 8:54 AM/H 10 IN WITNESS WHEREOF the parties have executed this Sublease as of the date first above written. CITY OF PITT MEADOWS by its authorized signatories: Per: ------------- Name:· Chief Administrative Officer/Deputy Per: ___________ _ Name: Title: RIDGE MEADOWS SENIORS SOCIETY by its authorized signatory(ies): Per: ___________ _ Name: Title: Per: ___________ _ Name: Title: \\Mr.Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_pMSCS_RMSS_Sub_Lse_Agr.DocxDec 29, 2014 8:54 AM/H 11 SCHEDULE "A" Lands under Head Lease That portion of PIO 027-242-251, Lot 1 Section 1 Block 5 N. Range 1 East New Westminster District Plan BCP32780, comprising the "Level One Floor", being approximately 9350 ft.2 as shown hatched on the floor plan attached hereto as Schedule Al \ \Mr. Corp\Docs\CDPR-Ad min \06-Legal\22 40-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS _ Sched _ C _PMSCS _RMSS _Sub_ Lse _Agr. Do ex Dec 29, 2014 8:54 AM/H 12 SCHEDULE "Al" [INSERT FLOOR PLAN FROM HEAD LEASE] \\Mr.Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_pMSCS_RMSS_Sub_Lse_Agr.DocxDec 29, 20i4 8:54 AM/H 13 SCHEDULE "B" Tri-party agreement pursuant to s. 10.2 of the Head Lease This Assignment made the __ day of ______ ~ 20 AMONG: AND: AND: RIDGE MEADOWS SENIORs··soCIETY, a society duly Incorporated under the Society Act of the Province of British Columbia under number S-0039647 and having an address at 12150 224th Street, Maple Ridge, B.C., V2X 3N8 (hereinafter called the "Subtenant") 0900908 B.C. LTD #200-710 Redbrick Street, Victoria, BC V8T SJ3, and WESBROOKE RETIREMENT LIMITED PARTNERSHIP· c/o Pat De-Luca, General Partner 12000 190A St. Pitt Meadows, BC V3Y OE4 (hereinafter, collectively called the "Head Landlord") CITY OF PITT MEADOWS, a municipality pursuant to the laws of British Columbia having an address at 12007 Harris Road, Pitt Meadows, B.C., V3Y 2BS (hereinafter called the "City") WHEREAS: A. By a lease (the "Head Lease") between the "Head Landlord") and the City dated for reference October 29, 2010 and registered in the New Westminster Land Title Office under number CA3604529, the Head Landlord leased to the City certain portions of the first floor of the building located at 12000-190A Street, Pitt Meadows BC as described in the Head Lease (the "Lands") for the term, the rent and on the conditions contained in the Head Lease; B. The City intends to sublease the Lands to the Subtenant, and it is a condition of the Head Lease that the Subtenant enter into a written agreement with the Head Landlord and the City with respect to the matters described herein; \\Mr.Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_l.se_Agr.DocxDec 29; 2014 8:54 AM/H 14 NOW THEREFORE THIS AGREEMENT witnesses that in consideration of $1.00 provided by each of the Head Landlord and the City to the Subtenant and other good and valuable consideration (the sufficiency and rece.ipt of which are hereby specifically acknowledged), the parties hereto covenant and agree as follows: 1. The Subtenant agrees with each of the Head Landlord and the City as follows: (a) to obtain and maintain, during the term of such sublease or license, comprehensive general liability insurance in the amount of $2,000,000.00 per occurrence, or if the sublease or license permits the sale of alcohol, $5,000,000.00 per occurrence, naming each of the Head Landlord and the City as additional insureds; (b) not to open any part of the Lands to the public between the hours of 10:00 p.m. and 6:00 a.m.; (c) to be bound by and comply with the City's obligations under the Head Lease, including not to cause nuisances in accordance with subclause 5.4; and (d) to indemnify the Head Landlord and the City from and against any and all losses and liability resulting from the Subtenant's or licensee's use or occupation of the Lands, including damage to the Lands. 2. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their successors and assigns. 3. This Agreement will be construed according to the laws of the Province of British Columbia. As evidence of its agreement to be bound by the above terms and conditions, the Subtenant has executed this agreement below on the respective date written below: RIDGE MEADOWS SENIORS SOCIETY by its } authorized signatories: ) ) ) Print Name: ) ). ) Print Name: ) C/S \\Mr._Corp\Docs\CDPR-Admin\06-Legal\2240-Agreements-Contracts-Leases\20-Agreements\RMSS\2015\RMSS_Sched_C_PMSCS_RMSS_Sub_lse_Agr.DocxDec 29, 2014 8:54 AM/H SCHEDULE "D" [Operating Agreement RMSS/PMAC Terms of Reference] Operating Agreement Terms of Reference RIDGE MEADOWS SENIORS SOCIETY/PITT MEADOWS ADVISORY COMMITTEE Committee Name: Committee Type: Purpose: Membership: Term: Accountability: Authority: Meetings: RMSS -Pitt Meadows Advisory Committee Standing Guided by the Ridge Meadows Seniors Society's Mission Statement: • to represent the interests of residents of Pitt. Meadows who are 55 and over. • to engage the community in order to build and strengthen existing community partnerships and to develop new ones. • to facilitate and support the creation of a safe and inclusive environment. There will be a maximum of ten (10) committee members. The Board of Directors shall appoint members of the Pitt Meadows Advisory Committee from members in good standing. Commencing 2014 and on the recommendation of committee members, the Board of Directors shall appoint the Committee Chair, Vice Chair, Secretary and Treasurer Members of the Pitt Meadows Advisory Committee will serve no more than four consecutive terms of two years each. Board of Directors. Delegated from Board of Directors. The Pitt Meadows Advisory Committee will meet bi-monthly which includes the quarterly meeting with the board of directors Communication with Board: The committee will supply minutes of all meetings and report at the quarterly board meetings. Responsibilities: In conjunction with Pitt Meadows centre staff: • to provide leadership in the efficient operation of the Pitt Meadows Seniors' Centre. • to provide input into the overall Ridge Meadows Seniors Society strategic plan. • to appoint sub committees as required. May enlist outside expert advice if required. • to assist staff in resolving issues that require intervention by the committee. • to provide input into the preparation of the global Ridge Meadows Society budget. • to monitor the success of programs and activities through surveys and questionnaires. policies/terms of reference/PMSC May 1, 2014 SCHEDULE "E" [Operating Agreement RMSS Commission Policies] SCHEDULE "E" [Operating Agreement RMSS Commission Policies] Name Automatic External Defibrillator (AED) Policy Asset Based Community Development Policy Criminal Records Check Policy City of Maple Ridge Purchasing Policy Recreation Access Policy Volunteers Policy Policy No. Pl26 P092 5.03 5.45 P048 P127 Date Approved March 13, 2014 April 10, 2014 July 5, 1993 Nov. 10, 2004 Nov. 8, 2012 Sept. 11, 2014 C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Sport_Physical_Activity_2015-01-08_487EE0E9.doc #1 SUBJECT:SPORT AND PHYSICAL ACTIVITY POLICY EXECUTIVE SUMMARY: The Sport and Physical Activity Policy will provide guidance for staff, community sport groups, volunteers and other community service agencies to continue to develop sport and physical activity opportunities for residents of all ages and abilities.Planning for a community consultation process that will help inform the Community Sport Strategy is currently underway.The policy vision and guiding principles identify philosophical beliefs that center on accessibility and inclusivity, collaboration and partnerships and strong working relationships,all of which are important in the continued development of sport and activity in Maple Ridge and Pitt Meadows.The policy emphasizes the belief that sport builds community, supports social development,improves physical literacy and provides a means to developing and maintaining a healthy community. RECOMMENDATION: That Commission Policy P129 -Sport and Physical Activity be adopted. DISCUSSION: a)Background Context: When developing the plan for the annual Sport and Recreation Expo, initial discussion with sport groups brought to the forefront the benefits of coordinated efforts and collaborating on events and program such as the Expo.Discussions with sport organizations provided an opportunity for further dialogue which emphasized the benefits of building capacity within sport and supporting a collaborative voice. It was through these discussions that staff realized the benefits of a shared vision for the future of sport in our community. This led to the development of a process based largely on community development principles.Staff sought opportunities to engage sport associations and clubs, to gain a thorough understanding of their sport experiences, challenges and successes.Through this process,key themes have emerged among the sport groups such as: -Challenges with current capacity in existing facilities. -A desire for a coordinated approach to address issues. -Volunteer engagement and training. -Difficulty managing increased enrollment. -A desire to grow their sport. Numerous recommendations were identified in the 2010 Parks, Recreation and Culture Master Plan that support the development of the policy such as: -Complete a Community Sport Policy, an Active Living Policy that encourages citizen involvement -Work with sport groups to identify opportunities to maximize play. -Work with key partners, such as School District No.42 and Fraser Health, to address the growing concerns regarding inactivity in children by coordinating, collaborating and integrating services to meet children’s needs. -Continue to work on development of the Active Living and Sport Strategy. Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Report REGULAR MEETING January 8, 2015 Map,l e Ri dge Pitt Meadows PA l'l,l(S & LE I IJFtf SE JlVJ(_ C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Sport_Physical_Activity_2015-01-08_487EE0E9.doc #2 The policy was developed to meet the master plan recommendations and includes research on best practices, national, provincial and local government frameworks as well as input from our community sport agencies and organizations. The Sport and Physical Activity Policy will provide the basis of building a healthy community where citizens are encouraged to maintain a healthy and active lifestyle through lifelong participation in sport and recreational activities. b)Desired Outcome: To provide staff and those involved at all levels of sport and physical activity service provision, programming and decision making, a policy to guide based on support and cooperation where physical activity is believed and upheld as being essential to quality of life and a healthy and active community. c)Strategic Alignment: This policy aligns with a Safe and Livable Community by supporting sport,and improving community health & wellness and promoting innovative, sustainable, social and physically active opportunities for people of all ages and abilities.As well, sport in our community is largely maintained by the contributions of volunteers and the policy recognizes the importance of supporting volunteer capacity building. d)Citizen/Customer Implications: The policy will provide those involved in sport an understanding of how cooperative approaches and a shared framework to programming will contribute to a healthy and active community. e)Interdepartmental Implications: As the policy references mutual benefits between sport, community and business stakeholders, there is likely to be future engagement with the Economic Development (PM) and Strategic Economic Initiatives (MR)departments. CONCLUSIONS: The Sport and Physical Activity Policy provides a formal framework to continue the collaborative relationships that are currently in practice with sport groups and some agencies.This policy will become the foundation for the development of the Community Sport Strategy that will assign larger strategies and actionable outcomes based on the policy’s vision and guiding principles. “Original signed by Janice Forsyth for Christa Balatti” Prepared By:Christa Balatti Recreation Manager Health & Wellness “Original signed by Wendy McCormick” Approved By:Wendy McCormick Director Recreation “Original signed by David Boag for Kelly Swift” Approved By:Kelly Swift General Manager, Community Development Parks & Recreation Services :cb Attachment: Policy P129 -Sport and Physical Activity 1 Title:SPORT AND PHYSICAL ACTIVITY Policy No.P129 Supercedes:New Authority:Operational Effective Date:2015-01-08 Approval:PLS Commission Review Date 2015-01-08 Policy Vision: The Commission values and celebrates sport and physical activity as an integral component in a healthy and active community,essential to quality of life. Participation in sport is increased by strengthening sport and community partnerships,and committing to coordinated and cooperative approaches in identifying common interests, goals and challenges in the provision of quality sport and physical activity opportunities. GUIDING PRINCIPLES The following principles support Commission’s vision and provides a framework for Parks and Leisure Services to work collaboratively with new, forming and established Community Groups in the growth of physical activity and sport in Maple Ridge and Pitt Meadows. We believe: 1.All children and youth should have the opportunity to access affordable sport and recreation in their community. 2.In providing inclusive, accessible and life long opportunities for sport participation in the health and well being of residents. 3.All residents should be provided a variety of physical literacy competency opportunities towards being active for life. 4.In enhancing working relationships and partnerships between recreation, education, sport, health, transportation and tourism. 5.Collaboration and sharing knowledge and expertise benefits the development of quality sport in the community. 6.In recognizing the relationship and mutual benefit between sport, community and business stakeholders. POLICY MANUAL Map le Ridge Pitt Meadows PARKS & 1.EISU l'.E SERV IC:IES 2 DEFINITIONS Groups: a group of individuals,aligned to play,participate,lead, facilitate or govern a sport or physical activity in Maple Ridge and Pitt Meadows. The group may consist of individuals of any age and ability; be for or non-profit;educational institution,sport clubs,sport associations or centres or governing bodies such as Provincial Sport Organizations. POLICIES ALIGNED WITH SPORT POLICY Commission Asset Based Community Development Policy Commission Seasonal Sport Field Allocation Policy Facility Rental Fee Waiver Policy Facility Allocation Policy Arena Ice and Dry Floor Allocation Policy Recreation Access Policy REFERENCES Canada Sport Policy Canadian Sport for Life C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Dog_Off_Leash_Recommend_2015-01-08_487F11A9.doc 1 SUBJECT:DOG PARK ALTERNATIVE RECOMMENDATIONS EXECUTIVE SUMMARY: The Parks and Leisure Services Commission (Commission)received a petition and presentation from neighbours surrounding Volker Park requesting the closure of the off-leash area in the park. As a result a resolution was passed by the Commission to close the off-leash area within two months. At that meeting staff were asked to explore alternate sites and bring forward recommendations after soliciting feedback from residents and dog owners. RECOMMENDATION: A.That staff be directed to create a dog off-leash site at Upper Maple Ridge Park; B.That staff be directed to create a dog off-leash site at Tolmie Park; C.That staff be directed to create a dog off-leash site Westview Park; AND D.That staff be directed to work with nearby residents and park users to identify appropriate areas within each park to be used as off-leash areas, and the hours that the off-leash locations be open; AND E.That staff be directed to update the Commission on any reported concerns and actions taken after six months regarding the off-leash areas and work with park users and residents in dealing with any concerns that may arise at each of the sites. F.Other. DISCUSSION: a)Background Context: In December 2013 Maple Ridge Council received a petition from residents surrounding Volker Park requesting the closure of the dog off-leash park which was forwarded to the Commission. A delegation of area residents then made a presentation to the Commission in February 2014. The presentation outlined several concerns such as noise, dust, and other disrespectful behavior and included a request for the closure of the off-leash park. In June 2014 staff brought forward a recommendation for three new leash optional sites at Tolmie Park, Upper Maple Ridge Park, and Westview Park.Staff were directed to solicit feedback from residents living near each of the proposed locations and to report back to Commission. The Dog Days of Summer was developed to provide nearby residents with the opportunity to experience an off-leash park first hand, so they could provide feedback on the proposed off-leash based on their own experience, and not based on what they had heard or read in newspapers about this subject.The Dog Days of Summer initiative was separated into three components; 1.Communication –To ensure that area residents were aware of the one week off-leash trial a letter was mailed to residents within a one block radius of the park informing them of the trials at each of the proposed park locations. The letter provided the dates that each of the off-leash trials would occur and invited them to go to the Parks and Leisure Services (PLS) website to provide feedback.Newspaper ads were placed for four weeks advertising the trial Maple Ridge and Pitt Meadows Parks & Leisure Services Commission Report REGULAR MEETING January 8, 2015P--Pitt Meadows PAfttt.5 &,LEISURE SERVICES C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Dog_Off_Leash_Recommend_2015-01-08_487F11A9.doc 2 off-leash sites and dates.The Dog Days of Summer initiative was also posted on the PLS web site with a link to the on-line survey to provide feedback on a variety of questions for each location. 2.Installation –In order to provide a realistic experience as to how an off-leash park would work in each of the locations,a portion of each of the proposed sites was temporarily fenced off and appropriately signed advising of the off-leash trial. The double entry gates,similar to that used at other off-leash locations,were installed in two entry/exit locations at each of the sites to ensure dogs could enter and exit the areas safely. Temporary signage was also installed at each location indicating that the site was part of the Dog Days of Summer initiative and informed users of the hours of use and proper etiquette for use and enjoyment of the off-leash area. 3.Feedback -The on-line survey was active from September 4 to October 3, 2014 to ensure residents had ample time to respond and provide feedback on their experiences w ith the off- leash trial sites.Staff also received 73 e-mail inquiries in which case an invitation to complete the survey was included in the response. A total of 226 surveys were completed and the results are summarized below; Tolmie Park A total of 104 surveys were completed for this location 66.35% of the respondents support an off-leash opportunity at this location Respondents identified by proximity to the location and level of support of the off-leash area Proximity to park Support off-leash Don’t support off-leash Reside within 500 M 61.43%(43 respondents)38.57%( 27 respondents) Reside within 5 Km 72.41%(21 respondents)27.59%(8 respondents) Reside within 10 Km 100%(5 respondents) Common themes from the feedback on Tolmie Park were primarily focused on responsible pet ownership,such as cleaning up after their dogs, controlling barking and aggressive dog behaviour as well as respecting surrounding neighbours.One other theme was a concern for the loss of the ball field and toboggan hill for the kids.Staff believes that these concerns could be addressed through further public consultation to determine the size and location of each proposed off-leash area within the proposed park.Community baseball has voluntarily agreed to give up their allocation at this park in favour off an off-leash park to help reduce the incidence of dogs on other sports fields. Westview Park A total of 50 Surveys completed for this location 80%of respondents support an off-leash opportunity at this location Respondents identified by proximity to the location and level of support of an off-leash area Proximity to park Support off-leash Don’t support off-leash Reside within 500 M 76.19%(16 respondents)23.81%(5 respondents) Reside within 5 Km 81.82%(18 respondents)18.18%(4 respondents) Reside within 10 Km 66.67%(2 respondents)33.33%(1 respondents) 4 blank responses Common themes arising from the feedback on Westview Park are similar to Tolmie and focused on responsible pet ownership, such as cleaning up after their dogs, controlling C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Dog_Off_Leash_Recommend_2015-01-08_487F11A9.doc 3 barking and aggressive dog behavior as well as respecting surrounding neighbours and other users of the park. Other themes were to ensure that the off-leash area did not impact the BMX track currently in place, and to have the brush cleared away or lowered to improve sightlines into the park area. Upper Maple Ridge Park A total of 72 surveys completed for this location 72.22% of the respondents support an off-leash opportunity at this location Respondents identified by proximity to the location and level of support of an off-leash area Proximity to park Support off-leash Don’t support off-leash Reside within 500 M 44.44%(8 respondents)55.56%(10 respondents) Reside within 5 Km 83.67%(41 respondents)16.33%(8 respondents) Reside within 10 Km 50%(4 respondents)25%(1 respondents) 1 no response The common theme from the feedback on this park was once again regarding responsible pet ownership, and the need to clean up after the dogs, control barking and aggressive dog behavior. There was considerable support to isolate small dogs from the larger dogs. The fact that this park has no immediate neighbours was considered advantageous in the feedback. b)Desired Outcome: To provide a suitable site(s) for the creation of an off-leash park(s)to replace the Volker Park off- leash area and provide gathering locations for an opportunity for dog owners and residents to meet with their neighbours and other residents of the community. c)Strategic Alignment: The introduction and establishment of designated park areas for dogs to be off-leash has been well received by park users, not only those dog owners who are looking for opportunities to exercise and socialize their dogs, but other park users who are not comfortable with dogs being off-leash in park areas where it impacts other park activities.The proposed off-leash park areas are in keeping with the Safe and Livable Communities focus area in the Corporate Strategic Plan and the key strategy to provide a variety of parks, trails, open spaces, and gathering places d)Citizen/Customer Implications: Clearly there is a significant demand for more off-leash opportunities in public park spaces which is reinforced by the feedback received through the PLS web site as well as the presentations to Commission. Each of the current off-leash parks are very well used and have proven to be beneficial social gathering places for members of the community to meet and connect with other residents with similar interests.Of course with the benefit of these off-leash opportunities comes a responsibility for dog owners to ensure respectful behavior towards other park users and surrounding neighbours to ensure the off-leash park is a positive experience for everyone. Additional signage that specifically addresses barking dogs, being respectful to our neighbors as well as dog owner responsibilities while visiting the park,have been added at the current off- leash parks. Staff will also be initiating a public education program through advertising,the website and Facebook to advise residents and dog owners about the recently adopted parks bylaws, which contain several new regulations regarding dogs in parks.Although Parks staff will have the ability to issue tickets, the focus initially will be to educate and raise awareness for dog owners and other park patrons. C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_Dog_Off_Leash_Recommend_2015-01-08_487F11A9.doc 4 e)Business Plan/Financial Implications: The fencing materials from the Volker off-leash site are in good condition and could be reutilized at the Tolmie and Westview Park locations. The existing wood post barriers at Upper Maple Ridge could be removed and replaced with more appropriate fencing through existing life-cycle budgets. Other desirable amenities that are appropriate for off-leash parks such as water taps, park benches, picnic tables, and resilient surfacing materials could be included in future long term capital plans. Staff also used this opportunity to include a question about the provision of dog bags, as this topic had previously been discussed with the Commission;however a final decision in this regard had not been made. At that time staff was asked to research this topic further and bring back a recommendation at a later date.The survey respondents were asked,“do you think it’s the dog owner’s responsibility to provide dog bags to clean up after their pets”. A total of 78.95% of respondents said,‘yes’.The Commission may wish to consider this information as an endorsement to move the responsibility to the dog owners, which would reduce the combined cities’annual costs by approximately $26,000. CONCLUSIONS: Staff suggests that each of the three sites noted above will be desirable to our dog park patrons and have adequate parking, and existing amenities to serve the immediate needs of the users. Additional off-leash opportunities will also alleviate the issues of dogs being off-leash on sports fields and other park areas and provide all park users with a safer alternative for dogs to be off leash in a controlled environment in public parks. “Original signed by Geoff Mallory” Prepared By:Geoff Mallory Manager Parks and Open Space “Original signed by David Boag” Reviewed By:David Boag Director Parks & Facilities “Original signed by Kelly Swift” Approved By:Kelly Swift General Manager, Community Development Parks & Recreation Services : gm Scotties~· TOURNAMENT OF HEARTS® 'f}oMm cSatJ 0/,,<Jvifrt erut 20/5 ~ October 14, 2014 Mayor D. Walters City of Pitt Meadows 12007 Harris Rd Pitt Meadows, BC V3Y 2B5 Dear Mayor Walters: - The Golden Ears Winter Club is hosting the 2015 Scotties Tournament of Hearts B. C. Women's Curling Championship January 21 to 25 , 2015. The top teams from across the province will be competing for the right to represent British Columbia at the 2015 Scotties National Championship. The Host Committee is dedicated to making this a high profile event that will showcase our community and the Golden Ears Winter Cl ub. This sporting event will draw players and spectators from around the Province and will provide significant economic benefit to local businesses. We are estimating approximately 200 plus volunteers will be needed over the 5 day competition to act as timekeepers, on-ice officials, drivers, hosts, • etc. They will contribute thousands of hours to ensure that we hold a very successful event and that Ridge Meadows is represented well, particularly in the media and on TV. The semi-final and final game will be shown on Sportsnet across western Canada. 2015 Host Committee-23588105th AYenue, Maple Ridge, BC Y2X 8K9 web: www.gewc.ca We believe that curling is a lifelong sport and should be part of a recreation offering anywhere in Canada. It is not only an Olympic sport but we also have curlers from 10 to 90 years of age every week at the Golden Ears Winter Club, throwing rocks, sweeping hard and learning strategy. Part of our goal in hosting this event is to promote curling in our community and we have committed to provide local students an opportunity to attend the games and experience the sport. Students who attend any of the tournament games will be given an invitation to come and try curling at no charge. Our host committee is following guidelines from past championships, which received grant funding from their local government. Our committee is requesting your support. Our funding request is for $2,500 the same amount that the Parks and Recreation Commission provided in 2009 when our club hosted the B. C. Men's Championship. If we are provided with this grant funding we will provide recognition to the Parks and Recreation Commission at the level of a Gold Sponsor which entails recognition within the club and in the official program that will be circulated in the community. We anxiously wait to hear from you as to the next steps in order for us to pursue this grant funding. Sincerely, u};;l~ Donna Maitland, Chair 2015 B. C. Scotties Tournament of Hearts Host Committee 2015 Host Committee-23588 105th AYenue, Maple Ridge, BC V2X 8K9 web: www.gcwc.ca 22 September 2014 Mayor E. Daykin District of Maple Ridge, 11925 Haney Place, Maple Ridge, B.C. V2X 6G2 Dear Mayor Daykin: The Golden Ears Winter Club is hosting the 2015 Scotties Tournament of Hearts B. C. Women's Curling Championship January 21 to 25, 2015. The top teams from across the province will be competing for the right to represent British Columbia at the 2015 Scotties National Championship. The Host Committee is dedicated to making this a high profile event that will showcase our community and the Golden Ears Winter Club. This sporting event will draw players and spectators from around the Province and will provide significant economic benefit to local businesses. We are estimating approximately 200 plus volunteers will be needed over the 5 day competition to act as timekeepers, on-ice officials, drivers, hosts, etc. They will contribute thousands of hours to ensure that we hold a very successful event and that Maple Ridge is represented well, particularly in the media and on TV. The semi-final and final game will be shown on Sportsnet across western Canada. 2015 Host Comrnittee -23588 Hl5th Avenue, Maple web: www.gewc.ca BCV2X 8K9 We believe that curling is a lifelong sport and should be part of a recreation offering anywhere in Canada. It is not only an Olympic sport but we also have curlers from 1 O to 90 years of age every week at the Golden Ears Winter Club, throwing rocks, sweeping hard and learning strategy. Part of our goal in hosting this event is to promote curling in our community and we have committed to provide local students an opportunity to attend the games and experience the sport. Students who attend any of the tournament games will be given an invitation to come and try curling at no charge. Our host committee is following guidelines from past championships, which received grant funding from their local government. Our committee is requesting your support. Our funding request is for $2,500 the same amount that the City provided in 2009 when our club hosted the B. C. Men's Championship. If we are provided with this grant funding we will provide recognition to the City at the level of a Gold Sponsor which entails recognition within the club and in the official program that will be circulated in the community. We anxiously wait to hear from you as to the next steps in order for us to pursue this grant funding. Sincerely, Maitland, Chair 2015 B. C. Scotties Tournament of Hearts Host Committee 2015 Host Committee-23588 105th Avenue, Maple Ridge, BC V2X 8K9 web: www.gewc.ca C:\Users\ingridk\AppData\Local\Temp\2\Framework\PLSC_2015_Mtg_Sched_Draft_487F50AB.doc MAPLE RIDGE and PITT MEADOWS PARKS & LEISURE SERVICES COMMISSION 2015 MEETING SCHEDULE Maple Ridge and Pitt Meadows Parks & Leisure Services Commission meets the second Thursday of the month at 6:30 p.m. Pre-meeting for Citizen-at-Large Members begins at 6:00 p.m. Locations: Maple Ridge (MR)–Municipal Hall,Blaney Room, 11995 Haney Place Pitt Meadows (PM)–Municipal Hall,Meadows Room, 12007 Harris Road Chair: Vice-Chair: Date Time Location January 8 6:30 pm PM February 12 6:30 pm MR March 12 6:30 pm PM April 9 6:30 pm MR May 14 6:30 pm PM June 11 6:30 pm MR July 9 6:30 pm PM August -no meeting ---- September 10 6:30 pm MR October 8 –Regular Meeting 6:30 pm PM October 29 –Business Planning 6:30 pm MR November 12 6:30 pm PM December 10 * Hold if needed at the call of the Chair 6:30 pm MR . 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