Lease Agreement, dated as of December 15, 2017, between 0937847 B.C. Ltd. and Omni Circuit Boards Ltd

BETWEEN:

AND:

INTERPRETATION

Lease Summary

(a)   Landlord:

(b)   Tenant:

(c)   Premises:

(d)   Leasable Area:

(e)   Term:

(f)   Commencement Date

(g)   Expiry Date

1.  Basic Rent:

2.  Additional Rent The Estimate for the Tenant’s Additional Rent for the first Year of the term is $1,409.00

(h)   Deposit:

(i) Permitted Use:

(j) Additional Terms:

1.2  Definitions. In this Lease:

“Additional Rent” means:

Strata Fees;

Property Taxes;

management fee equivalent to 2.5% of the Basic Rent;

all other sums which may be payable to the Landlord hereunder or reimbursable to the Landlord hereunder, including, without limitation, all interest and penalties payable by the Tenant hereunder, whether or not such sums are referred to as Rent or Additional Rent or otherwise, but Additional Rent will not include the Basic Rent;

“Basic Rent” means the amount specified as such in Section 1.1, the Lease Summary;

“Buildings” means collectively the commercial buildings, improvements, structures and facilities erected or to be erected on or under the Lands and all expansions, alterations, additions and relocations thereto, within, upon or under the Lands;

“Commencement Date” means the date specified as such in Section 1.1, the Lease Summary;

“Common Property” has the same definition as “common property” in the Strata Property Act with respect to the Strata Plan;

“Expiry Date” means the date specified as such in Section 1.1, the Lease Summary;

“GST” means the tax levied under the Excise Tax Act (Canada) as the same may be amended or substituted from time to time;

“Lands” means all of those lands which form part of the Strata Plan and includes all the Buildings thereon from time to time;

“Landlord” means the owner or the mortgagees in possession for the time being of the Premises only during and in respect of their respective periods of interest in the Premises;

“Lease” means this agreement together with all Schedules attached hereto;

“Leasable Area” means the aggregate of the areas specified in the Lease Summary in Section 1.1;

“Leasehold Improvements” means all fixtures (other than the Tenant’s trade fixtures), improvements, additions, partitions, equipment, and alterations from time to time made to or installed in the Premises by any person;

“Premises” means the portion of the Building shown outlined in heavy dark lines and identified as on the plan attached hereto as Schedule A, together with the Leasehold Improvements;

“Prime Rate” means the rate of interest, expressed as an annual rate, at the relevant time or times, being charged by the Royal Bank of Canada, Main Branch, Vancouver, B.C., as its “prime rate” to its most favoured commercial customers at the time;

“Renewal Term” means the optional renewal period described in Schedule B;

“Rent” means the Basic Rent and the Additional Rent;

“Rental Year” means each successive twelve (12) calendar month period (or part thereof) throughout the Term commencing on the Commencement Date;

“Roof means the roof membrane, roof insulation, and roof deck of the Building;

“Sales Taxes” means any and all taxes, fees, levies, charges, assessments, rates, duties, and excises (whether characterized as sales taxes, purchase taxes, goods and services taxes, or any other form) which are imposed on the Landlord, which the Landlord is liable to pay or which the Landlord is liable to collect and remit, and which are levied, rated, or assessed on the act of entering into this Lease or otherwise on account of this Lease, on the use or the occupancy of the Premises or any portion thereof, on the Rent payable under this Lease or any portion thereof, or in connection with the business of renting the Premises or any portion thereof to the Tenant, including, without limitation, GST;

“Schedule” means the following schedules which form part of this lease:

“Sign” means any sign, picture, notice, lettering, direction, or other advertising or informational device of whatever nature;

“Strata Fees” means any amounts or operating costs determined by the Strata Corporation, including without limitation, monthly strata fees and any special levies assessed against the Premises;

“Strata Corporation” means NW1200, being the strata corporation which was created by the deposit of the Strata Plan in the Land Title Office. The owners of the strata lots in the Strata Plan are the members of the Strata Corporation under the name “The Owners, Strata Plan NW1200”;

“Strata Plan” means Strata Plan NW1200 which is attached as Schedule A of this Lease;

“Strata Property Act” means the Strata Property Act [SBC 1998] Chapter 43;

“Taxes” means all taxes, fees, levies, charges, assessments, rates, duties, and excises which are now or may during the Term be levied, imposed rated, or assessed upon or with respect to the Premises or any part thereof or any personal property used therefor, whether levied, imposed, rated, or assessed by the government of Canada, the government of British Columbia, or any political subdivision, political corporation, district, municipality, city, or other political or public entity, and whether or not now customary or in the contemplation of the parties on the Commencement Date. Without restricting the generality of the foregoing, Taxes will include all:

real property taxes, general and special assessments, and capital taxes;

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; and

local improvement taxes, service payments in lieu of taxes, and taxes, fees, levies, charges, assessments, rates, duties, and excises, however described, that may be levied, rated, or assessed as a substitute for, or as an addition to, in whole or in part, any property taxes or local improvement taxes;

“Term” means the term specified in the Section 1.1, including the Renewal Term , if any;

“Transfer” means any transfer, assignment, charge, mortgage, sublease, licence, sharing of possession, parting with possession, or any other disposition of this Lease or any estate or interest therein or the Premises or any part thereof, including without limitation a transfer by operation of law; and

“Transferee” means any person to whom a Transfer is made or intended to be made.

the legality, validity or enforceability of the remaining provisions of this Lease, or

the legality, validity or enforceability of that provision in any other jurisdiction, except that if:

on the reasonable construction of this Lease as a whole, the applicability of the other provision presumes the validity and enforceability of the particular provision, the other provision will be deemed also to be invalid or unenforceable, and

as a result of the determination by a court of competent jurisdiction that any part of this Lease is unenforceable or invalid and, as a result of this sections, the basic intentions of the parties in this Lease are entirely frustrated, the parties will use all reasonable efforts to amend, supplement or otherwise vary this Lease to confirm their mutual intention in entering into this Lease.

DEMISE AND TERM

RENT

the Basic Rent (plus applicable Sales Tax) payable in advance in consecutive monthly instalments on the first day of each and every month in each and every year of the Term, commencing on the Commencement Date and continuing until and including the first day of the month in which the Expiry Date falls;

the Additional Rent payable in advance in consecutive monthly instalments on the first day of each and every month in each and every year of the Term, commencing on the Commencement Date and continuing until and including the first day of the month in which the Expiry Date falls, unless indicated otherwise in this Lease;

If the Term commences on any day other than the first day of a calendar month or ends on any day other than the last day of the calendar month, all Rent for the fractions of a month at the commencement or expiration of the Term will be pro-rated on a per diem basis based on a period of three hundred sixty five (365) days or three hundred sixty six (366) days, as the case may be; and

if any of the Tenant’s payments to the Landlord are dishonored on presentation, the Landlord will be entitled to payment of $100.00 to the Landlord for each dishonored payment.

operations at, occupancy of, or conduct of business in or from the Premises either by or with the permission of the Tenant;

fixtures or personal property in the Premises which have been installed or placed therein by or for the benefit of the Tenant;

rent paid or payable by the Tenant to the Landlord for the Premises or for the use and occupancy of all or any part thereof;

electricity, light, heat, power, water, telephone and utilities of whatever nature or kind (including works and services in connection therewith) used in or supplied to or for the benefit of the Premises; and

goods and services which the Landlord, at the Tenant’s request, provides or causes to be provided to or for the benefit of the Tenant on the Premises;

USE, OCCUPANCY OF THE PREMISES; PROVISION OF LANDLORD’S SERVICES

ASSIGNMENT, SUB-LETTING AND SALE

COMPLIANCE WITH LAWS AND BUILDERS’ LIENS

REPAIRS, MAINTENANCE AND ALTERATIONS

details of the proposed work including drawings and specifications conforming to good construction practice and approved by the Landlord or consultants designated by the Landlord;

evidence satisfactory to the Landlord that the Tenant has obtained, at its expense, all necessary consents, permits, licenses and inspections from all governmental and regulatory authorities having jurisdiction. All such Tenant’s work, repairs, replacements, alterations or improvements by the Tenant to the Premises approved of by the Landlord will be performed:

at the sole cost of the Tenant;

in a good and workmanlike manner,

in accordance with the drawings and specifications approved by the Landlord or its consultants,

subject to the reasonable regulations, controls and inspection of the Landlord during the repairs, replacements, alterations or improvements,

the Tenant will pay for all expenses incurred for labour performed upon, and materials incorporated into, the Premises as same fall due, and

certificates of insurance evidencing course of construction insurance on a comprehensive, all risks form on a completed value basis, including drain and sewer backup, earthquake and flood insurance, and comprehensive general liability insurance, to the reasonable satisfaction of the Landlord.

COMMON PROPERTY, ALTERATIONS TO BUILDINGS AND LAND

SURRENDER OF PREMISES AND REMOVAL OF FIXTURES

LIABILITY AND INDEMNIFICATION

any breach, violation or non-performance by the Indemnitor of any obligation contained in this Lease to be observed or performed by the Indemnitor;

any damage to the property of the Indemnitor or any person claiming through or under the Indemnitor, or any of them, or damage to any other property howsoever occasioned by the condition, use, occupation, repair or maintenance of the Premises, caused by the Indemnitor, except to the extent that same results from the negligence of the Indemnitee or those for whom it is in law responsible;

any injury to any person, including death resulting at any time therefrom, occurring in or about the Premises and caused by the Indemnitor, except to the extent that same results from the negligence of the Indemnitee or those for whom it is in law responsible; and

any wrongful act or neglect of the Indemnitor, and those for whom it is in law responsible, in or about the Premises, the Lands and Building.

INSURANCE

“all risk” property insurance (including drain and sewer backup, earthquake and flood insurance) on a replacement cost basis, covering all the Tenant’s property in the Premises and property for which the Tenant is legally liable or installed by or on behalf of the Tenant in the Premises, including its furniture, equipment, fittings, trade fixtures and stock-in-trade, but excluding Leasehold Improvements which are affixed to the Premises and owned by the Landlord;

commercial general liability insurance (including broad form tenant’s legal liability and contractual liability to cover the responsibilities assumed under sections 10.2 and 19.9 hereof) against claims for personal injury, bodily injury, death or property damage occurring upon or in or about the Premises and Lands, such coverage to include the activities and operations conducted by the Tenant and those for whom the Tenant is in law responsible. Such policies will be written on a comprehensive basis with inclusive limits of not less than $5,000,000 per occurrence or such higher limit as the Landlord, acting reasonably, requires from time to time;

business interruption insurance in such amount as will reimburse the Tenant for direct or indirect loss of earnings attributable to all perils insured against and other perils commonly insured against by prudent

any other form of insurance and such higher limits as the Landlord, acting reasonably, or any mortgagee of the Landlord, requires from time to time in form, in amounts and for insurance risks against which a prudent tenant would insure.

DAMAGE OR DESTRUCTION AND EXPROPRIATION

unless the damage was caused by the negligence of the Tenant or an assignee, subtenant, concessionaire, licensee or an officer, employee, customer or other invitee of the Tenant, the Basic Rent for the period beginning on the occurrence of the damage until at least a substantial part of the Premises is again reasonably capable of use and occupancy for the purpose aforesaid will abate in the proportion that the area of the part of the Premises rendered not reasonably capable of use by the Tenant for the conduct of its business bears to the Leasable Area of the Premises;

unless this Lease is terminated under paragraph 12.2, the Landlord or the Tenant or both, as the case may be (according to the nature of the damage and their respective obligations to repair), will repair the damage with all reasonable diligence, but any abatement of Rent to which the Tenant is entitled under this paragraph will not extend beyond the date by which a reasonable person, given all of the Tenant’s circumstances should have completed its repairs with reasonable diligence.

Termination in Event of Damage.:

The Landlord, by written notice to the Tenant given within 60 days of the occurrence of damage to the Premises or the Building, may terminate this Lease if the Building or the Premises is damaged by any cause and in the reasonable opinion of the Landlord either cannot be repaired or rebuilt with reasonable diligence within 180 days after the occurrence of the damage or the cost of repairing or rebuilding it would exceed by more than $100,000 the proceeds of the applicable insurance available for that purpose, or

The Tenant, by written notice to the Landlord given within 60 days of the occurrence of damage to the Premises or the Building, may terminate this Lease if the Building or the Premises are damaged by any cause and in the reasonable opinion of the Tenant the damage is such that the Premises or a substantial part of the Premises are rendered not reasonably capable of use by the Tenant for the conduct of its business and cannot be repaired or rebuilt with reasonable diligence within 60 days after the occurrence of the damage.

QUIET ENJOYMENT

PERFORMANCE OF TENANT’S COVENANTS, DEFAULT AND BANKRUPTCY

    Rights of termination. If and whenever:

the Premises become vacant or remain unoccupied for thirty days or more without written notice to the Landlord or are not used for the purpose herein permitted or are used for a purpose other than herein permitted or the Tenant fails to move into or take possession of the Premises and open for business as aforesaid;

the Premises are used for a purpose other than herein permitted or the Tenant fails to move into or take possession of the Premises and open for business as aforesaid;

any Basic Rent or Additional Rent remains unpaid more than five days after receipt of notice by the Tenant from the Landlord specifying such breach;

there is a material breach of any of the Tenant’s obligations hereunder (other than as set out in the other clauses of this section) which is not cured within 30 days after delivery of notice by the Landlord to the Tenant specifying such breach, provided that if any default of the Tenant can only be cured by the performance of work or the furnishing of materials and if such work cannot reasonably be completed or such materials reasonably obtained and utilized within said 30 days, then such default will not be deemed to continue if the Tenant proceeds promptly with such work as may be necessary to cure the default and continues diligently to complete such work; or

the Tenant assigns, sub-lets or parts with possession of the Premises without the Landlord’s consent as required herein;

a receiver, guardian, trustee in bankruptcy or any other similar officer is appointed to take charge of all or any substantial part of the Tenant’s property by a court of competent jurisdiction;

a petition is filed for the re-organization of the Tenant under any provision of the Bankruptcy and Insolvency Act or any law of Canada or any province thereof or of the jurisdiction in which the Tenant is incorporated relating to bankruptcy or insolvency, then in force;

the Tenant becomes insolvent; or

if any application or petition or certificate or order is made or granted for the winding up or dissolution of the Tenant, voluntarily or otherwise;

Rent up to the time of re-entry or termination;

all additional charges and Additional Rent payable by the Tenant pursuant to the provisions hereof up until the date of re-entry or termination whichever is later;

such expenses as the Landlord may incur or have incurred in connection with re-entering or terminating and reletting, collecting sums due or payable by the Tenant or realizing upon assets seized, including brokerage expense and legal fees and disbursements determined on a solicitor and own client basis, and the expense of keeping the Premises in good order and repairing and maintaining the same and preparing the Premises for re-letting; and

any difference between the Rent that the Tenant would have paid during the unexpired portion of the Term had it not been terminated, and the amount of rent received by the Landlord under the sub-letting or re-letting, as applicable.

IMPOSSIBILITY OF PERFORMANCE

REGULATIONS

OVERHOLDING

INSPECTION

ENVIRONMENTAL

“Environmental Law” means all federal, provincial, municipal or local laws, statutes or ordinances in effect from time to time relating to environmental matters, including all rules, regulations, policies, guidelines, criteria or the like promulgated under or pursuant to any such laws;

“Hazardous Substance” means any contaminant, pollutant, dangerous goods, waste, toxic or noxious substance, hazardous substance, hazardous waste, hazardous product, deleterious substance, reportable substance, radioactive material or explosive as defined in or pursuant to any Environmental Law;

“Notice” means any citation, directive, order, claim, litigation, investigation proceeding, judgment, letter or other communication, written or oral, actual or threatened, from any person, including any governmental agency; and

“Permit” means any authorization, permit, license, approval or administrative consent issued pursuant to any Environmental Law.

a release of a Hazardous Substance by the Tenant or those for whom it is in law responsible in or about the Premises, except in strict compliance with Environmental Law and any applicable Permits;

the receipt by the Tenant of a Notice from any governmental agency of non-compliance pursuant to any Environmental Law, including a Notice of non-compliance respecting a Permit;

the receipt by the Tenant of a Notice of a claim by a third party relating to environmental concerns; or

the receipt by the Tenant of information which indicates that Hazardous Substances are being used, dissipated, stored, disposed of or introduced into the environmental by a third party in or about the Premises in a manner other than that authorized under Environmental Law.

Environmental indemnity.

The Tenant will indemnify and save harmless the Landlord, its officers, directors, employees, agents and shareholders from and against any and all losses, claims, costs, expenses, damages and liabilities, including all reasonable costs of defending or denying the same, and all reasonable costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all reasonable solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Landlord, its officers, directors, employees, agents and shareholders arising, directly or indirectly, out of:

a breach by the Tenant, or those for whom it is in law responsible, of any of the covenants contained in section 19 of this Lease;

the non-compliance by the Tenant or those for whom it is responsible in law with any Environmental Law;

any reasonable action taken by the Landlord with respect to the non-compliance by the Tenant or those for whom it is responsible in law with any Environmental Law; or

any reasonable action taken by the Landlord in compliance with any Notice of any governmental authority due to the non-compliance by the Tenant or those for whom it is responsible in law with any Environmental Law,

The Landlord will indemnify and save harmless the Tenant, its officers, directors, employees, agents and shareholders from and against any and all losses, claims, costs, expenses, damages and liabilities, including all reasonable costs of defending or denying the same, and all reasonable costs of investigation, monitoring, remedial response, removal, restoration or permit acquisition and including all reasonable solicitor’s fees (on a solicitor and own client basis) and disbursements in connection therewith which at any time may be paid or incurred by or claimed against the Tenant, its officers, directors, employees, agents and shareholders arising, directly or indirectly prior to the Tenant occupying the premise, out of any Hazardous Substances or Environmental Laws, other than those for which the Tenant must indemnify the Landlord as set out in Section 19.9.1, and such indemnity will survive the termination or expiration of this Lease, notwithstanding anything in this Lease to the contrary.

LANDLORD’S WORK AND TENANT’S WORK

MISCELLANEOUS

the Basic Rent, which will be the then fair market rental which could reasonably be obtained by the Landlord for the Premises (based on the then current state of the Premises, and including the value of any fixtures or improvements in the Premises and excluding the Tenant’s trade fixtures) from a willing tenant dealing at arm’s length with the Landlord, having regard to all relevant circumstances, including the size, location and condition of the Premises, with no rent abatement or tenant inducements, provided that the annual Basic Rent payable during the Renewal Term will not be less than the annual Basic Rent (excluding any rent abatement or tenant inducements) payable during the last year of the Term. If the Landlord and the Tenant have not mutually agreed on the amount of such Basic Rent by three months prior to the commencement of the Renewal Term, then such Basic Rent will be decided by binding arbitration pursuant to the Arbitration Act (British Columbia), with the costs of such arbitration split equally between the Landlord and the Tenant; and

this right of renewal.

if the Landlord receives a Third-party Offer that it is prepared to accept, the Landlord will send a notice of its intention to accept such Third-party Offer together with a duplicate copy of such Third-party Offer to the Tenant;

the notice and other documents sent to the Tenant pursuant to subclause (a) above will constitute an offer (the “Offer”) to the Tenant to sell to the Tenant the Premises on exactly the same terms and conditions as provided in the Third-party Offer;

the Offer will be open for acceptance by the Tenant for a period of 7 days from the date the Offer is received by the Tenant;

if the Tenant accepts the Offer by written notice to the Landlord within the time limit specified in subclause (c) above then there will be a binding agreement of purchase and sale for the Premises between the Tenant and the Landlord on the terms and conditions of the Offer;

if the Tenant does not accept the Offer by written notice to the Landlord within the time limit specified in subclause (c) above then the Landlord may accept the Third-party Offer and may complete the sale and purchase contemplated therein;

if the sale and purchase pursuant to the agreement constituted by the acceptance of the Third- party Offer does not complete on the intended closing date, or within three months after that if agreed to by the Landlord and the Third Party, then the Right of First Refusal will again continue to be binding between the Landlord and the Tenant on the terms and conditions of this Schedule C; and

for greater clarity, the Third Party Offer, and the respective Right of First Refusal, may be for a portion of the Premises (for example, the offer may be for Unit 3 only or Unit 4 only) or for the Premises as a whole, as negotiated by the Landlord at its sole discretion. In any event, if the Tenant receives notice, as contemplated in the Right of First Refusal, of the sale, transfer or disposition of the Premises in its entirety (including both Unit 3 and Unit 4) the Tenant will not have the right to exercise the Right of First Refusal with respect to only a portion of the Premises and will have to exercise the Right of First Refusal with respect to the Premises in its entirety.

businesses that are sexually exploitive or that are inconsistent with generally accepted community standards of conduct and propriety, including those that feature sexually explicit entertainment, products or services; businesses that are engaged in or associated with illegal activities;

businesses that operate as stand-alone nightclubs, bars, lounges, cabarets, casinos, discotheques, video arcades, pool and billiard halls, and similar operations;

Compliance with bylaws and rules

All owners, tenants, occupants and visitors must comply strictly with the bylaws and rules of the strata corporation adopted from time to time.

Payment of strata fees and special levies

An owner must pay strata fees on or before the first day of the month to which the strata fees relate.

Where an owner fails to pay strata fees in accordance with bylaw 2.1, outstanding strata fees will be subject to an interest charge of 10% per annum, compounded annually.

In addition to interest, failure to pay strata fees on the due date will result in a fine of $50.00 for each contravention of bylaw 2.1.

An owner must provide the strata corporation or its agent with twelve (12) consecutive, monthly post-dated cheques for strata fees for the fiscal year of the strata corporation, dated as of the first day of each month or, if applicable, written authorization for monthly automatic debit from the owner’s bank account.

Failure by an owner to submit twelve (12) monthly, post-dated strata fee cheques or written authorization for automatic debit in accordance with bylaw 2.4 is a contravention of bylaw 2.4 and the strata corporation will levy a fine of $25.00 for each contravention. Each dishonoured cheque or dishonoured automatic debit will be subject an administration charge of $25.00.

Strata corporation must apply all funds first to outstanding charges or fines and then to strata fees.

A special levy is due and payable on the date or dates noted in the resolution authorizing the special levy.

Failure to pay a special levy on the due date will result in a fine of $50.00 for each contravention of bylaw 2.7.

Where an owner fails to pay a special levy in accordance with bylaw 2.7, outstanding special levies will be subject to an interest charge of 10% per annum, compounded annually.

Repair and maintenance of property by owner

An owner must repair and maintain the owner’s strata lot, except for repair and maintenance that is the responsibility of the strata corporation under these bylaws.

An owner who has the use of limited common property must repair and maintain it, except for repair and maintenance that is the responsibility of the strata corporation under these bylaws.

Use of property

An owner, tenant, occupant or visitor must not use a strata lot, the common property, limited common property or common assets in a way that causes a nuisance or hazard to another person,

causes unreasonable noise,

unreasonably interferes with the rights of other persons to use and enjoy the common property, common assets or another strata lot,

is illegal, or

is contrary to a purpose for which the strata lot or common property is intended as shown expressly or by necessary implication on or by the strata plan.

An owner, tenant, occupant or visitor must not cause a disturbance or interfere with the comfort of other owners, tenants, occupants or visitors.

An owner, tenant, occupant or visitor must not use musical, electronic or other sound producing devices in a strata lot or on common property, including limited common property which, in the opinion of the council, cause a disturbance or interfere with the comfort of other owners, tenants, occupants or visitors in a strata lot or on common property, including limited common property.

An owner tenant or occupant must keep all exterior strata lot doors fully closed when working inside a strata lot with hammers, air tools or electrical tools.

An owner, tenant, occupant or visitor must not cause damage, other than reasonable wear and tear, to the common property, common assets or those parts of a strata lot which the

An owner is responsible for any damage caused by occupants, tenants, customers, employees, agents or visitors to the owner’s strata lot.

An owner shall indemnify and save harmless the strata corporation from the expense of any maintenance, repair or replacement rendered necessary to the common property, limited common property, common assets or to any strata lot by the owner’s act, omission, negligence or carelessness or by that of an owner’s visitors, occupants, customers, employees, agents or tenants, but only to the extent that such expense is not reimbursed from the proceeds received by operation of any insurance policy. In such circumstances, and for the purposes of bylaws 4.1, 4.5 and 4.6, any insurance deductible paid or payable by the strata corporation shall be considered an expense not covered by the proceeds received by the strata corporation as insurance coverage and will be charged to the owner.

No strata lot may be used for automotive purposes.

Bylaw 4.8 does not apply to strata lots 1 (1-12840 Bathgate Way), 6 (6-12840 Bathgate Way), 11 (11-12840 Bathgate Way), 16 (16-12840 Bathgate Way), 20 (2-12880 Bathgate Way), 21 (3-12880 Bathgate Way), 23 (5-12880 Bathgate Way), 24 (6-12880 Bathgate Way), 26 (8-12880 Bathgate Way) and 32 (12-12800 Bathgate Way) (the “Non- conforming Lots”) as long as the Non-conforming Lots are being continuously used for any automotive purposes after October 28, 1993, being the date this by-law was first adopted by the Strata Corporation. However, upon any of the Non-conforming Lots ceasing to be actively and continuously used for an automotive purpose, then this exception shall no longer apply and from that time forward bylaw 4.8 will apply to such strata lot, it will no longer be considered to be a Non-conforming Lot, and it may not at any time thereafter be sued for any automotive purpose. The decision of the Strata Council, acting reasonably, as to whether or not a Non-conforming Lot has ceased being used for an automotive purpose will be final and binding on the owners and occupiers form time to time of the strata lot in question.

For the purposes of bylaws 4. 8 and 4. 9, “ Automotive purposes” means, with respect to the use of a strata lot, the use of all or any portion of that strata lot for:

any work on automobiles, motorcycles, trucks, boats, carts, trailers, and any other machine or equipment, which uses or involves an internal combustion engine;

any removal, repair, alteration, fabrication or installation of parts, components, systems or accessories from, to, for or on anything referred to in subsection (i) above; or

any sale at retail or wholesale, or any storage or distribution, of parts or accessories for anything referred to in subsection (i) above.

Bylaws 4.8 and 4.9 are inserted here for the convenience of owners only. Bylaws 4.8and 4.9 were filed by the owners on January 8, 1999 under registration number BNOO4465. Bylaw 4.8 and 4.9 remain in force and effect from January 8, 1999 and have not been repealed amended or replace since that date.

Inform strata corporation

An owner must notify the strata corporation of:

within two weeks of becoming an owner; the owner’s name and any occupants’ names, strata lot number and mailing address outside the strata plan, if any; and

any mortgage or other dealing in connection with the strata lot within two weeks of such mortgaging or other dealing.

On request by the strata corporation, a tenant must inform the strata corporation of the tenant’s name.

Obtain approval before altering a strata lot

An owner must obtain the written approval of the strata corporation before making or authorizing an alteration to a strata lot that involves any of the following:

the structure of a building;

the exterior of a building including the roof;

patios, chimneys, stairs or other things attached to the exterior of a building;

doors, windows or skylights on the exterior of a building, or that front on the common property;

fences, railings or similar structures that enclose the common property;

common property located within the boundaries of a strata lot;

those parts of the strata lot, which the strata corporation must insure under section 149 of the Act;

wiring, plumbing, piping, heating, ventilation, air conditioning and other services; and

the installation of all signage.

The strata corporation must not unreasonably withhold its approval under bylaw 6.1, but may require as a condition of its approval that the owner agree, in writing, to take responsibility for any expenses relating to the alteration and to indemnify and hold harmless the strata corporation for any future costs in connection with the alteration.

An owner intending to apply to the strata corporation for permission to alter a strata lot must submit, in writing, detailed plans and written description of the intended alteration.

Obtain approval before altering common property

An owner, occupant or tenant must not alter, or permit to be altered, a strata lot in any manner which, in the opinion of the council, will alter the exterior appearance of a building.

An owner must obtain the written approval of the strata corporation before making or authorizing an alteration to common property, including limited common property or common assets. For greater certainty, this bylaw 7.2 applies to the installation of all signage.

An owner, as part of its application to the strata corporation for permission to alter common property, limited common property or common assets, must:

submit, in writing, detailed plans and description of the intended alteration;

obtain all applicable permits, licenses and approvals from the appropriate governmental authorities and provide copies to the strata council; and

obtain the consent of the owners by written approval of the strata council under bylaw 7.2.

The strata corporation may require, as a condition of its approval, that the owner agree, in writing, to certain terms and conditions, including, not exhaustively, the following:

that alterations be done in accordance with the design or plans approved by the strata council or its duly authorized representatives;

that the standard of work and materials be not less than that of the existing structures;

that all work and materials necessary for the alteration be at the sole expense of the owner;

that the owner from time to time of the strata lot receiving the benefit of an alteration to common property, limited common property or common assets must, for so long as the person remains an owner, be responsible for all present and future maintenance, repairs and replacements, increases in insurance, and any damage suffered or cost incurred by the strata corporation as a result, directly or indirectly, of the alterations to common property, limited common property or common assets;

that the owner and any subsequent owner on title who receives the benefit of such alteration, must, with respect only to claims or demands arising during the time that they shall have been owner, indemnify and hold harmless the strata corporation, its council members, employees and agents from any and all claims and demands whatsoever arising out of or in any manner attributable to the

An owner who has altered common property, limited common property or common assets prior to the passage of these bylaws shall be subject to their content and intent to the extent that any damages suffered or costs incurred by the strata corporation as a result, directly or indirectly, of the alteration, must be borne by the owner who has benefited from the alteration.

An owner who, subsequent to the passage of bylaws 7.1 to 7.5 inclusive, alters common property or limited common property without adhering strictly to these bylaws, must restore, at the owner’s sole expense, the common property, limited common property or common assets, as the case may be, to its condition prior to the alteration. If the owner refuses or neglects to restore the alteration to its original condition, the strata corporation may conduct the restoration, at the expense of the owner who altered the common property or limited common property. The cost of such alteration shall be added to and become part of the strata fees of that owner for the month next following the date on which the cost was incurred and will become due and payable on the due date of payment of monthly strata fees.

Permit entry to strata lot

An owner, tenant occupant or visitor must allow a person authorized by the strata corporation to enter the strata lot or limited common property;

in an emergency, without notice, to ensure safety or prevent significant loss or damage;

at a reasonable time, on 48 hours’ written notice,

to inspect, repair, renew, replace or maintain common property, common assets and any portions of a strata lot that are the responsibility of the strata corporation to repair, replace, renew and maintain under these bylaws or the Act or to insure under section 149 of the Act; or to ensure an occupant’s compliance with the Act, bylaws and rules.

If forced entry to a strata lot is required due to required emergency access and the inability to contact the owner of the strata lot, the owner shall be responsible for all costs of forced entry incurred by the strata corporation.

The notice referred to in bylaw 8.1(b) must include the date and approximate time of entry, and the reason for entry.

Repair and maintenance of property by strata corporation

The strata corporation must repair and maintain all of the following:

common assets of the strata corporation;

common property that has not been designated as limited common property;

limited common property, but the duty to repair and maintain it is restricted to

repair and maintenance that in the ordinary course of events occurs less often than once a year, and

the following, no matter how often the repair or maintenance ordinarily occurs:

the structure of a building;

the exterior of a building;

patios, chimneys, stairs, balconies and other things attached to the exterior of a building;

doors, windows and skylights on the exterior of a building or that front on common property;

fences, railings and similar structures that enclose common property;

a strata lot, but the duty to repair and maintain it is restricted to

the structure of a building,

the exterior of a building,

patios, chimneys, stairs, balconies and other things attached to the exterior of a building,

doors, windows and skylights on the exterior of a building or that front on common property, and

fences, railings and similar structures that enclose common property.

If the strata corporation is required to enter a strata lot for the purpose of maintaining, repairing or renewing common property, the strata corporation, in carrying out any work or repairs, must do so in a proper and workmanlike manner and must make good any damage to the strata lot occasioned by such works and restore the strata lot to its former condition, leaving the strata lot clean and free from debris.

Council size

The council must have at least 3 and not more than 7 members.

Council eligibility

No person may stand for councillor continue to be on council with respect to a strata lot if the strata corporation is entitled to register a lien against that strata lot under section 116(1) of the Act.

No person may stand for councillor continue to be on council with respect to a strata lot if there are amounts owing to the strata corporation charged against the strata lot in respect of administration fees, bank charges, fines, penalties, interest or the costs, including the legal costs, of remedying a contravention of the bylaws or rules.

No person may stand for councillor continue to be on council with respect to a strata lot if there are amounts owing to the strata corporation charged against the strata lot in respect of administration fees, bank charges, fines, penalties, interest or the costs, including the legal costs, of remedying a contravention of the bylaws or rules for which the owner is responsible under section 131 of the Act.

Council members’ terms

The term of office of a council member ends at the end of the annual general meeting at which the new council is elected.

A person whose term as council member is ending is eligible for re-election.

Removing council member

Unless all the owners are on the council, the strata corporation may, by a resolution passed by a two-thirds (2/3) vote at an annual or special general meeting, remove one or more council members. The strata corporation must pass a separate resolution for each council member to be removed.

After removing a council member, the strata corporation may hold an election at the same annual or special general meeting to replace the council member for the remainder of the term or the remaining members of the council may appoint a replacement council member for the remainder of the term.

If the strata corporation removes all of the council members, the strata corporation must hold an election at the same annual or special general meeting to replace the council members for the remainder of the term up to, at least, the minimum number of council members required by bylaw of the strata corporation for the remainder of the term.

The council may appoint the remaining council members necessary to achieve a quorum for the strata corporation, even if the absence of the members being replaced leaves the council without a quorum.

A replacement council member appointed pursuant to bylaws 13.2 and 13.4 may be appointed from any person eligible to sit on the council.

Replacing council member

If a council member resigns or is unwilling or unable to act, the remaining members of the council may appoint a replacement council member for the remainder of the term.

A replacement council member may be appointed from any person eligible to sit on the council.

The council may appoint a council member under bylaw 14.2 even if the absence of the member being replaced leaves the council without a quorum.

If all the members of the council resign or are unwilling or unable to act, persons holding at least 25% of the strata corporation’s votes may hold a special general meeting to elect a new council by complying with the provisions of the Act, the regulations and the bylaws respecting the calling and holding of meetings.

Officers

At the first meeting of the council held after each annual general meeting of the strata corporation, the council must elect, from among its members, a president, a vice- president, a secretary and a treasurer.

A person may hold more than one office at a time, other than the offices of president and vice president.

The vice president has the powers and duties of the president

while the president is absent or is unwilling or unable to act,

if the president is removed, or

for the remainder of the president’s term if the president ceases to hold office.

The strata council may vote to remove an officer.

If an officer other than the president is removed, resigns, is unwilling or unable to act, the council members may elect a replacement officer from among themselves for the remainder of the term.

Calling council meetings

Any council member may call a council meeting by giving the other council members at least one week’s notice of the meeting, specifying the reason for calling the meeting.

The notice in bylaw 16.1 does not have to be in writing.

A council meeting may be held on less than one week’s notice if

all council members consent in advance of the meeting, or

the meeting is required to deal with an emergency situation, and all council members either

consent in advance of the meeting, or

are unavailable to provide consent after reasonable attempts to contact them.

Bylaw 14(4) of the Schedule of Bylaws to the Act does not apply to the strata corporation.

Requisition of council hearing

By application in writing, an owner or tenant may request a hearing at a council meeting stating the reasons for the request.

If a hearing is requested under bylaw 17.1, the council must hold a meeting to hear the applicant within one (1) month of the date of receipt by the council of the application.

If the purpose of the hearing is to seek a decision of the council, the council must give the applicant a written decision within one week of the date of the hearing.

Quorum of council

A quorum of the council is

1, if the council consists of one member,

2, if the council consists of 2, 3 or 4 members,

3, if the council consists of 5 or 6 members, and

4, if the council consists of 7 members.

Council members must be present in person at the council meeting to be counted in establishing quorum.

Council meetings

The council may meet together for the conduct of business, adjourn and otherwise regulate its meetings as it thinks fit.

At the option of the council, council meetings may be held by electronic means, so long as all council members and other participants can communicate with each other.

If a council meeting is held by electronic means, council members are deemed to be present in person.

Owners may attend council meetings as observers.

Despite bylaw 19.4, no observers may attend those portions of council meetings that deal with any of the following:

bylaw contravention hearings under section 135 of the Act; or

any other matters if the presence of observers would, in the council’s opinion, unreasonably interfere with an individual’s privacy.

Voting at council meetings

At council meetings, decisions must be made by a majority of council members present in person at the meeting.

If there is a tie vote at a council meeting, the president may break the tie by casting a second, deciding vote.

The results of all votes at a council meeting must be recorded in the council meeting minutes.

Council to inform owners of minutes

The council must circulate to or post for owners the minutes of all council meetings within 2 weeks of the meeting, whether or not the minutes have been approved.

Delegation of council’s powers and duties

Subject to bylaws 22.2, 22.3 and 22.4, the council may delegate some or all of its powers and duties to one or more council members or persons who are not members of the council, and may revoke the delegation.

The council may delegate its spending powers or duties, but only by a resolution that:

delegates the authority to make an expenditure of a specific amount for a specific purpose, or

delegates the general authority to make expenditures in accordance with bylaw 22.3.

A delegation of a general authority to make expenditures must

set a maximum amount that may be spent, and

indicate the purposes for which, or the conditions under which, the money may be spent.

The council may not delegate its powers to determine, based on the facts of a particular case,

whether a person has contravened a bylaw or rule, or

whether a person should be fined, and the amount of the fine.

Spending restrictions

A person may not spend the strata corporation’ s money unless the person has been delegated the power to do so in accordance with these bylaws.

Bylaw 21(2) of the Schedule of Bylaws to the Act does not apply to the strata corporation.

The strata corporation may, at the discretion of the council, cause the books and accounts of the strata corporation to be audited by a chartered accountant or certified general accountant and, when audited, submit the report of the auditor to the annual general meeting.

Limitation on liability of council member

A council member who acts honestly and in good faith is not personally liable because of anything done or omitted in the exercise or intended exercise of any power or the performance or intended performance of any duty of the council.

Bylaw 24.1 does not affect a council member’s liability, as an owner, for a judgment against the strata corporation.

All acts done in good faith by the council are, even if it is afterwards discovered that there was some defect in the appointment or continuance in office of a member of council, as valid as if the council member had been duly appointed or had duly continued in office.

Fines

Except where specifically stated to be otherwise in these bylaws, the strata corporation may fine an owner or tenant:

$200.00 for each contravention of a bylaw, and

$50.00 for each contravention of a rule.

The council must, if it determines in its discretion that an owner, tenant or occupant is in repeated contravention of any bylaws or rules of the strata corporation, levy fines and the fines so levied shall be immediately added to the strata fees for the strata lot and shall be due and payable together with the strata fees for the strata lot in the next month following such contravention.

Continuing contravention

Except where specifically stated to be otherwise in these bylaws, if an activity or lack of activity that constitutes a contravention of a bylaw or rule continues, without interruption, for longer than 7 days, a fine may be imposed every 7 days.

Quorum of meeting

If within 1/2 hour from the time appointed for an annual or special general meeting, a quorum is not present, the meeting stands adjourned for a further 1/2 hour on the same day and at the same place. If within a further 1/2 hour from the time of the adjournment, a quorum is not present, the eligible voters, present in person or by proxy, constitute a quorum.

This bylaw 27.1 is an alternative to section 48(3) of the Act. This bylaw does not apply to a meeting demanded pursuant to section 43 of the Act and failure to obtain a quorum for a meeting demanded pursuant to section 43 terminates, and does not adjourn, that meeting.

Person to chair meeting

Annual and special general meetings must be chaired by the president of the council.

If the president of the council is unwilling or unable to act, the meeting must be chaired by the vice president of the council.

If neither the president nor the vice president of the council chairs the meeting, a chair must be elected by the eligible voters present in person or by proxy from among those persons, eligible to vote, who are present at the meeting.

Participation by other than eligible voters

Tenants and occupants may attend annual and special general meetings, whether or not they are eligible to vote.

Persons who are not eligible to vote, may not participate in the discussion at a meeting.

Tenants, who are not eligible to vote, must leave the meeting if requested to do so by a resolution passed by a majority vote at the meeting.

Voting

Except on matters requiring a unanimous vote, the vote for a strata lot may not be exercised if the strata corporation is entitled to register a lien against that strata lot under section 116( 1) of the Act.

Except on matters requiring a unanimous vote, the vote for a strata lot may not be exercised if there are amounts owing to the strata corporation charged against the strata lot in respect of administration fees, bank charges, fines, penalties, interest or the costs, including the legal costs, of remedying a contravention of the bylaws or rules.

Except on matters requiring a unanimous vote, the vote for a strata lot may not be exercised if there are amounts owing to the strata corporation charged against the strata lot in respect of administration fees, bank charges, fines, penalties, interest or the costs, including the legal costs, of remedying a contravention of the bylaws or rules, including legal costs, for which the owner is responsible under section 131 of the Act.

At an annual or special general meeting, voting cards must be issued to eligible voters.

At an annual or special general meeting a vote is decided on a show of voting cards, unless an eligible voter requests a precise count.

If a precise count is requested, the chair must decide whether it will be by show of voting cards or by roll call, secret ballot or some other method.

The outcome of each vote, including the number of votes for and against the resolution if precise count is requested, must be announced by the chair and recorded in the minutes of the meeting.

If there is a tie vote at an annual or special general meeting, the president, or, if the president is absent or unable or unwilling to vote, the vice president, may break the tie by casting a second, deciding vote.

Despite anything in bylaws 30.1 to 30.8 (inclusive), an election of council or removal of a council member must be held by secret ballot, if the secret ballot is requested by an Eligible voter.

Electronic attendance at meetings - Delete.

Order of business

The order of business at annual and special general meetings is as follows:

certify proxies and corporate representatives and issue voting cards;

determine that there is a quorum;

elect a person to chair the meeting, if necessary;

present to the meeting proof of notice of meeting or waiver of notice;

approve the agenda;

approve minutes from the last annual or special general meeting;

deal with unfinished business;

receive reports of council activities and decisions since the previous annual general meeting, including reports of committees, if the meeting is an annual general meeting;

ratify any new rules made by the strata corporation under section 125 of the Act;

report on insurance coverage in accordance with section 154 of the Act, if the meeting is an annual general meeting;

approve the budget for the corning year in accordance with section 103 of the Act, if the meeting is an annual general meeting;

deal with new business, including any matters about which notice has been given under section 45 of the Act;

elect a council, if the meeting is an annual general meeting;

terminate the meeting.

Voluntary’ dispute resolution

A dispute among owners, tenants, the strata corporation or any combination of them may be referred to a dispute resolution committee by a party to the dispute if

all the parties to the dispute consent, and

the dispute involves the Act, the regulations, the bylaws or the rules.

A dispute resolution committee consists of

one owner or tenant of the strata corporation nominated by each of the disputing parties and one owner or tenant chosen to chair the committee by the persons nominated by the disputing parties, or

any number of persons consented to, or chosen by a method that is consented to, by all the disputing parties.

The dispute resolution committee must attempt to help the disputing parties to voluntarily end the dispute.

Authorization to proceed

The strata corporation may proceed under the Small Claims Act, without further authorization by the owners, to recover from an owner, by an action in debt in Small Claims Court, money owing to the strata corporation, including money owing as administration fees, bank charges, fines, penalties, interest or the costs, including legal costs, of remedying a contravention of the bylaws or rules and to recover money which the strata corporation is required to expend as a result of the owner’s act, omission, negligence or carelessness or by that of an owner’s visitors, occupants, guests, employees, agents, tenants or a member of the owner’s family.

Sale of a strata lot

Real estate signs must not be displayed in a strata lot or on the common property except in the location designated by the strata corporation for real estate signs.

Insuring against major perils

The strata corporation must insure against major perils, as set out in regulation 9.1 (2), including, without limitation, earthquakes.

Parking

The strata council may allocate parking stalls to the owners in such manner as it sees fit. No person may park any boat, trailer or camper or other similar item on common property, limited common property or land that is a common asset.

An owner, occupant, tenant, employee, customer, agent, or visitor leaving a parked vehicle on the common property, limited common property or land that is a common asset does so at their own risk. The strata corporation is not liable for any loss or damage to such vehicle.

An owner, occupant, tenant, employee, customer, agent or visitor must not store a vehicle on common property, limited common property or on land that is a common asset.

An owner, occupant, tenant, employee, customer, agent or visitor must not park a vehicle on common property, limited common property or land that is a common asset if that vehicle is:

not roadworthy;

unlicensed; or

uninsured.

On request by council, a vehicle owner must provide proof of current vehicle insurance, satisfactory to the council.

An owner, occupant or tenant must not park on any part of the common property, limited common property or land that is a common asset except in parking stalls designated for their strata lot, without prior written permission of the council.

An owner, occupant or tenant must not park at any time of day or night in parking stalls designated as visitor stalls.

Employees and visitors may park in parking stalls designated for visitor parking stalls for a maximum of 12 hours in a 24 hour period, whether or not those hours are consecutive hours.

An owner, occupant or tenant must not park a vehicle or permit a vehicle to be parked or left unattended in a way that interferes with or obstructs no parking zones, access lanes, sidewalks, walkways, passages, driveways, or parking stalls assigned to other strata lots.

An owner, occupant or tenant must ensure that visitors, customers, employees and agents do not park a vehicle or permit a vehicle to be parked or be left unattended in a way that interferes with or obstructs no parking zones, access lanes, sidewalks, walkways, passages, driveways, or parking stalls assigned to other strata lots.

No person may double-park a vehicle.

A vehicle parked in contravention of any of bylaws 37.1 to 37.11 (inclusive) will be subject to removal by a towing company authorized by council, and all costs associated with such removal will be charged to the owner of the strata lot.

An owner, occupant, tenant or visitor must not use any parking area as a work area for carpentry, renovations, repairs (including, but not exhaustively, sawing, drilling and the use of any adhesive or hardening compounds) or perform any work on vehicles, including not exhaustively replacing or removing any automotive fluids, sanding, painting, motor tune ups, repairs whether mechanical or otherwise.

An owner must not sell; lease or license parking stalls to any person.

An owner, occupant, or visitor operating a vehicle in the parking areas must not exceed 10 km/hour.

An owner, occupant or tenant may wash a vehicle, but must do so in a manner does not cause a nuisance or annoyance to other owners, occupants or tenants. Once washing is completed, the owner, occupant or tenant must hose down the area and remove all dirt, refuse and excess water.

Cleanliness

An owner, tenant or occupant must not allow a strata lot to become unsanitary or untidy. Rubbish, dust, garbage, boxes, packing cases and other similar refuse must not be thrown, piled or stored on common property.

An owner, occupant, employee, customer, agent, or tenant leaving any personal property on the common property does so at his or her own risk. The strata corporation is not liable for any loss or damage to such personal property.

Personal property left on the common property may be removed and disposed of by the strata corporation at the risk and expense of the owner.

Miscellaneous

An owner, tenant or visitor must not hinder or restrict sidewalks, entrances, exits and other parts of the common property. Hindrance and restriction includes the keeping of personal items and garbage.

An owner, occupant or tenant must not erect or display or permit to be erected or displayed any signs, fences, billboards, placards, advertising, notices or other fixtures of any kind on the common property or in a strata lot, unless authorized by the council. This shall include exterior painting and the addition of wood, ironwork, concrete or other materials.

An owner, occupant or tenant must not display or erect fixtures, poles, racks, storage sheds and similar structures permanently or temporarily on common property, limited common property or land that is a common asset.

An owner, occupant or tenant must not erect or hang over or outside any window or door of a strata lot or on the common property, awnings, shades or screens with the prior written consent of the council. No television antenna, satellite dish or similar structure or appurtenances thereto may be erected on or fastened to the common property, limited common property or any strata lot except as approved and authorized by the council.

An owner, occupant or tenant must not do any act or thing or neglect or fail to do any act or thing which would or could increase the risk of fire or the rate of fire insurance premium with respect thereto.

An owner, occupant or tenant must not do or permit to be done anything that may cause damage to trees, plants, bushes, flowers or lawns, and grounds so as to damage trees, plants bushes or lawns or to interfere with the cutting or watering of the lawns of the maintenance of the common property generally.

An owner, occupant or tenant must report immediately to the strata council, or its designated representative, any failure of the water pipes, sprinkler or electrical systems likely to cause danger or damage.

An owner, occupant or tenant must not store any personal property on common property, limited common property or land that is a common asset.

An owner, occupant or tenant must not store hazardous or flammable substances on common property, limited common property or land that is a common asset.

An owner, occupant or tenant having a waste disposal container on strata property must keep the lids closed when not in active use and is responsible for keeping the area around such container clean and free of debris.

Severability

The provisions of these bylaws are deemed to be independent and severable and the invalidity in whole or in part of any bylaw shall not affect the validity of the remaining bylaws or portions thereof, which shall continue in full, force and effect as if such invalid portion or portions had never been included herein.