BRITISH. WHEREAS the Board of Okanagan College has determined that a. requirement exists for additional space for the operation of

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1 BRITISH COLUMBIA 1458 APPROVED AND ORDERED juit lieutenant-governor EXECUTIVE COUNCIL CHAMBERS, VICTORIA jill On the recommendation of the undersigned, the Lieutenant-Governor, by and with the advice and consent of the Executive Council, orders that WHEREAS the Board of Okanagan College has determined that a requirement exists for additional space for the operation of the Penticton Centre of Okanagan College and that suitable space is available for lease commencing in premises situated at 1296 Main Street, Penticton, B. C. from The Roman Catholic Bishop of Nelson; APPROVAL BE GRANTED for Okanagan College to enter into a lease, more particularly described in the Indenture attached hereto and in accordance with the terms and conditions set out in the said Indenture, subject to the approval of the Minister of Education, Science and Technology and the Minister of Finance, pursuant to the Colleges and Provincial Institutes Act. Minister of Education, Science and Technology Presiding Member of the Executive Council Authority under which Order is made: (This part is for administrative purposes and if not part of the Order.) Actamisection_Colleges and Provincial Institutes Act--Sections 3111(e) and 55(3) Other (specify) Statutory authority checked by Ve-V6,d, (Signature and typed or printed name of Legal Met)

2 THIS INDENTURE made this day of A.D. 197 ; BETWEEN: AND: THE ROMAN CATHOLIC BISHOP OF NELSON, a corporation sole, c/o 813 Ward Street, in the City of Nelson, in the Province of British Columbia; (hereinafter collectively called "the Lessor") OF THE FIRST PART OKANAGAN COLLEGE, 1000 KLO Road, in the City of Kelowna, in the Province of British Columbia; (hereinafter called "the Lessee") OF THE SECOND PART 1.00 WITNESSETH that for and in consideration of the rents, covenants, conditions and agreements herein reserved and contained on the part of the Lessee, the Lessor doth hereby demise and lease unto the Lessee the premises outlined in red on the plan attached hereto being approximately eleven thousand eight hundred and forty-four (11,844) square feet of space, (hereinafter called "the demised premises") in a certain building which is situate at: Lot Two (2) District Lot Two Hundred Fifty (250) Similkameen Division, Yale District. Plan twenty-four thousand four hundred eighty-nine (24489) (St. Ann's Church Complex 1296 Main Street Penticton, B.C.)

3 TO HAVE AND TO HOLD the demised premises for the term of five (5) years from the 1st day of L'enuary, A.D. 1979, to the 31st day of December, A.D (The use of the word "term" hereafter shall include the original term of five (5) years and any renewal thereof) YIELDING AND PAYING THEREFOR in total during the said five (5) years under the lease, the sun of TWO HUNDRED SIXTY THOUSAND FIVE HUNDRED SIXTY-EIGHT ($250,568.00) DOLLARS of lawful money of Canada, payable as follows: From January 1979 to December 1981, inclusive,* the sum of ONE HUNDRED FORTY-TWO THOUSAND ONE HUNDRED TWENTY-EIGHT ($142,128.00) DOE1,ARS in payments of THREE THOUSAND NINE HUNDRED FORTY- EIGHT ($3,943.00) DOLLARS on or before the tenth day of each month. AND from January 1982 to December 1983, inclusive, the sum of ONE HUNDRED EIGHTEEN THOUSAND FOUR HUNDRED FORTY ($118,440.00) DOLLARS in payments of FOUR THOUSAND NINE HUNDRED THIRTY-FIVE ($4,935.00) DOLLARS on or before the tenth day of each month The Lessee shall, during the said term, pay unto the Lessor the rent hereby reserved in the manner hereinbefore mentioned.

4 The Lessee shall produce to the Lessor from time to time at the request of the Lessor satisfactory evidence of the due payment by the Lessee of all payments required to be made by the Lessee under this lease The Lessee shall comply promptly at its expense with all laws, ordinances, regulations, requirements and recommendations, which may be applicable to the Lessee or to the manner of use of the demised premises, of any and all federal, provincial, civic, municipal and other authorities or association of insurance underwriters or agents and all notices in pursuance of same and whether served upon the Lessor or the Lessee The Lessee shall give the Lessor written notice of any damage to or defect in the heating and air-conditioning apparatus, water pipes, gas pipes, telephone lines, electric light or other wires or other casualty Assignment and Subletting - the Lessee shall not have the right to assign or sublet the demised premises in whole or in part without the Lessor's consent; such consent shall not be unreasonably withheld, provided that no such assignment or subletting shall be made to any person, persons, firm, partnership or corporation carrying on any business

5 4 which the Lessor is obliged to restrict by reason of.any other lease or contract relating to the building, or which would alter the purposes for which the premises are leased In no event shall any assignment or subletting to which the Lessor may'have consented release or relieve the Lessee from his obligations fully to perform all the terms, covenants and conditions of this lease on his part to be performed and in any event the Lessee shall be liable for the Lessor's reasonable costs incurred in connection with the Lessee's request for consent The Lessee shall indemnify and save harmless the Lessor from any and all liabilities, damages, costs, claims, suits or actions growing out of: a) any breach, violation, or non-performance of any covenant, condition or agreement in this lease set forth and contained on the part of the Lessee, to be fulfilled, kept, observed and performed; b) any damage to property while said property shall be in or about the demised premises; and c) any injury to any licensee, invitee, agent or employee of the Lessee, including death resulting at any time therefrom, occurring in or about the demised premises and/or on the lands; save and except to the extent that any such liabilities,

6 5 damages, costs, claimo, suits or actions are caused by or arise out of the negligence of the Lessor, its licensees, invitees, agents or employees The Lessor and the Lessee shall at their own expense, provide and maintain in force public liability insurance for the benefit of the Lessor and the Lessee, in such reasonable amounts as may from time to time be required by the Lessee and Lessor in respect of injury or death to one or more persons or property damage, or in the absence of any dete-minaticn hy the Lessee as to the amount of such insurance, in the minimum amount of ONE MILLION ($1,000,000.00) DOLLARS All insurance shall be effected with insurers and brokers and upon terms and conditions satisfactory to the Lessor and the Lessee and the copies of all policies shall be delivered to the Lessor and the Lessee All policies of insurance shall contain a waiver of subrogation clause in favour of the Lessee, or Lessor as the case may be, and shall also contain a clause requiring the insurer not to cancel or change the insurance without first giving the Lessee or Lessor thirty (30) days prior written notice thereof In the event that both the Lessor and the Lessee

7 - 6 - have claims to be idemnified under any such insurance, the indemnity shall be applied equally to the settlement of the claims of the Lessor and the Lessee The Lessee agrees that all goods, chattels, and fixtures when moved into the demised premises shall not, except in the normal course of business,'be removed from the demised premises until all rent due or to become due under the terms hereof and all utility charges are fully paid The Lessee shall, during the said term, well and sufficiently maintain by custodial and janitorial services the demised premises with the appurtenances and all fixtures, and the Lessee further covenants with the Lessor that during any continuance of the demised term the Lessee will cause such good management and care to be taken on the demised premises and the various parts thereof that no injury to the same shall occur by the negligence of any person or persons for whose actions the Lessee is responsible; to protect the pipes, pumps, valves, reservoirs, sinks, baths, plumbing apparatus, gas keys and fastenings of all kinds on the said premises during the said term; to protect all heating apparatus, water closets, sinks, baths and accessories thereto on the demised premises from frost during the winter; and to keep the same at all times from any uncleanliness or obstruction that would prevent their efficient working order.

8 The Lessor and its agents shall have the right at all reasonable times during the said tern, to enter the demised premises to examine the conditions thereof, and further, that all want of reparation that upon such view shall be found, and for the amendment of which notice in writing shall be left at the demised premises, the Lessee shall well and sufficiently repair and make good accordingly The Lessor covenants with the Lessee at all times to keep Dr cause to be kept in good re9air, order and condition, the structure of the building in which the demised premises are situate, and the structure of the demised premises The Lessee shall not use the demised premises nor allow the demised premises to be used for any other purposes than that for which the premises are hereby leased, namely, an educational (both vocational and teennical) institution The Lessee shall not be entitled to make any structural alterations or improvements, except for normal repairs or temporary alteration, to the demised premises without the consent of the Lessor; such consent shall not be unreasonably withheld. The Lessee shall submit to the Lessor detailed plans and specifications of any such work or installation prior to making such alterations, repairs or improvements. The Lessor may require that any or all work be done, or materials tc

9 - 8 - be supplied hereunder shall be done or supplied by contractors and/or workmen engaged by the Lessee but first approved by the Lessor. In any event, any or all work to be done or materials to be supplied hereunder shall be at the sole cost and expense of the Lessee The Lessee shall, at the expiration or sooner determination of the said term, peaceably surrender and yield to the Lessor the demised premises with the appurtenances, together with all fixtures or erections which at any time during the said term shall be made therein or thereon in good and substantial repair and condition, excepting only all trade fixtures being the property of the Lessee but which shall be removed by the Lessee from the demised premises upon the said determination or expiration; the Lessee will upon said expiration or determination deliver to the Lessor all keys to the demised premises which the Lessee has in its possession The Lessee shall pay all rates and charges for water, gas and electric light and/or power supplied to or used in the demised premises The Lessee shall take good care of the demised premises and keep same in a tidy and sanitary condition, and shall be fully responsible for the provision of janitorial and cleaning services.

10 The Lessee shall at its own expense be responsible for and shall maintain and replace from time to time as may be reasonably necessary during the term of this lease all light fixtures, tubes, ballasts and starters in the demised premises The Lessee shall at its own expense replace or repair, under the direction and to the reasonable satisfaction of the Lessor the glass, locks and trimmings of the doors and windows in or upon the demised premises which become damaged or broken except any glass, locks or trimmings damaged or broken by the Lessor, its employees, agents or contractors The Lessee shall not allow any ashes, refuse, garbage or other loose or objectionable material to accumulate in or about the demised premises The Lessee shall place in containers of a type approved by the Lessor all garbage and refuse and shall be responsible for the removal from the demised premises of all such garbage and refuse The Lessee shall heat the demised premises contained within the building at its own expense during the term hereof at all times Lo the extent necessary to prevent damage thereto by frost.

11 The Lessor shall maintain in good operating condition and to the satisfaction of the Lessee the plumbing fixtures and heating and air-conditioning equipment, if any, and electrical fixtures and equipment. It is understood and agreed that in case the said fixtures and equipment or any part thereof shall be damaged or destroyed or become incapable of performing their function, the Lessor shall repair or replace the same to the reasonable satisfaction of the Lessee; in the event the Lessor fails to repair or replace the equipment or repair any part of the demised pre:nises then the Lessee may repair or replace and deduct the cost of repair or replacement from the rent payable under para;ra2:1 3 hereof The Lessor hereby covenants with the Lessee for quiet enjoyment Subject to the provisions of paragraphs 6.01 and 6.02, if during the term hereby demised or any renewal thereof the demised premises shall be damaged or destroyed by a peril or perils which would be covered by a standard fire insurance policy with extended coverage endorsement attached thereto, the rent shall abate in the proportion that the part of the demised premises rendered unfit for occupancy bears to the whole of the demised premises unless the Lessee is obligated to repair under the terms hereof or unless this lease is terminated as hereinbefore provided.

12 6.01 If the demised premises are damaged or destroyed by any cause whatsoever and if in the opinion of the Lessor or the Lessee reasonably arrived at the demised premises cannot be rebuilt or made fit for the purposes of the Lessee within six (6) months of the damage or destruction, either the Lessor or the Lessee may determine this lease by giving the other party within thirty (30) days of such damage or destruction notice of termination and thereupon rent and any other payment for which. the Lessee is liable under this lease shall be apportioned and paid to the date of such damage or destruction and the Lessee shall immediately deliver up possession of the demised premises to the Lessor and provided that if the demised premises are damaged or destroyed by any cause whatsoever and are not rebuilt within six (6) months of the date of such damage or destruction the Lessee may at its option terminate this lease at any time after such six (6) months period by giving notice of termination to the Lessor Provided that if the building or part thereof other than the demised premises shall be damaged or destroyed and such damage or destruction shall, in the opinion of the Lessor, or Lessee, reasonably arrived at materially interfere with the enjoyment of the demised premises by the Lessee, the rent in respect of the demised premises shall abate in proportion to such interference during the period such interference shall continue.

13 The Lessor and any persons authorized by the Lessor shall have the right to use, install, maintain and/or repair pipes, wires, ducts or other installations in, under or through the demised premises for or in connection with the supply' of any services to the demised premises or any other premises in the said building. Such services shall include, without limiting the generality of the foregoing, gas, electricity, water, sanitation, telephone, heating, air-conditioning and ventilation Provided also that during the term hereby created any person or persons may inspect the demised premises and all parts thereof at all reasonable times on producing a written order to that effect signed by the Lessor or its agents. The Lessor shall ha%-e the right during the last three (3) months of the said term to place upon the demised premises a notice of reasonable dimension and reasonably placed so as not to interfere with the business of the Lessee, stating that the demised premises are for rent and further provided that the Lessee will not. remove such notice or permit the same to be removed If the Lessee shall fail to perform or cause to be performed each and every the covenants and obligations of the Lessee in this lease contained the Lessor shall have the right (but shall not be obligated) to perform or cause the same to be performed and to do or cause to be done such things as vny

14 be necessary or incidental thereto (including without limiting the foregoing, the right to make repairs, installations, erections and expend monies) and all payment, expenses, charges, fees and disbursements incurred or paid by or on behalf of the Lessor in respect thereof shall be paid by the Lessee to the Lessor forthwith Provided, and it is hereby expressly agreed, that if and whenever the rent hereby reserved, or any part thereof, shall be unpaid for fifteen (15) days after any of the days on which the same ought to have been paid, although no formal demand shall have been made therefor, or in case of the breach or non-performance of any of the covenants or agreements herein contained on the part of the Lessee, and such breach or nonperformance shall continue for fifteen (15) days after written notice thereof has been given to the Lessee by the Lessor, then and in either of such cases it shall be lawful for the Lessor at any time thereafter, to enter into and upon the demised premises or any part thereof, in the name of the whole to re-enter and the same to have again, repossess and enjoy, as of the Lessor's former estate, anything hereinafter contained to the contrary notwithstanding In case the Lessor shall re-enter the demised premises prior to the expiry date of this lease by reason of default of the Lessee hereunder, the Lessee shall be liable to the Lessor

15 for the amount of the rent for the remainder of the term of this lease as if such re-entry had not been made less the actual amount received by the Lessor after such re-entry in respect of any subsequent leasing applicable to the remainder of the term The Lessee covenants that if the term hereby granted shall be at any time seized or taken in execution or in attachment by any creditors of the Lessee or if the Lessee shall make any assignment for the benefit of creditors, or becoming bankrupt or insolvent shall take the benefits of any Act that may be in force for bankrupt or insolvent debtors, then in any such case the said term shall at the option of the Lessor, immediately become forfeited and void and the then current month's rent and the rent for the three (3) months next following shall immediately become due and payable and in such case it shall be lawful for the Lessor at any time thereafter to enter upon the demised premises, or any part thereof, in the name of the whole to re-enter and the same to have again, repossess and enjoy as of its former estate; anything herein contained to the contrary notwithstanding Provided that in case of removal by the Lessee of the goods and chattels of the Lessee from off the premises, the premises otherwise than in the normal course of business, the Lessor may follow the same for thirty (30) days.

16 6.10 Any condoning, excusing, or overlooking by the Lessor of any default, breach, or non-observance by the Lessee at any time or times in respect of any covenant, proviso or condition herein contained shall not operate as a waiver of the Lessor's rights hereunder in respect of any subsequent default, breach or non-observance not so as to defeat or.affect in any way the rights of the Lessor hereunder in respect of any subsequent default, breach or non-observance If after the expiration of the term of this lease the Lessee shall hold over with the consent of the Lessor, the tenancy of the Lessee thereafter shall, in the absence of a written agree-.e:'_ to the contrary, be from month to month only at a rental per month equal to one-tenth (1/10) of the rental payable for the year immediately preceding such expiration, payable monthly in advance on the first day of each lease month and shall be subject to all other terms and conditions of this lease The Lessee may at or prior to the expiration of the term hereby granted, take, remove and carry away from the demised premises all signs, fixtures, fittings, shelving, counters or other articles upon the demised premises in the nature of trade or tenants' fixtures, but the Lessee shall in such removal do no damage to the demised premises, or shall make good any damage which the Lessee may occasion thereto;

17 provided further that the Lessee shall not remove or carry away from the demised premises any building or any plumbing, heating, air-conditioning or ventilating plant or equipment or other building services; and further notwithstanding anything herein contained by effluxion of time or otherwise to require the Lessee to remove his installations, alterations, additions, partitions and fixtures installed by the Lessee or by the Lessor on behalf of the Lessee and to make good any damage caused to the demised premises by such removal Any notice herein provided for or given hereunder if given by the Lessee to the Lessor shall be sufficiently given if mailed in Canada by registered mail, postage prepaid to the Lessor at 1296 Main Street, Penticton, B.C. V2A 5G2, or as the Lessor may direct from time to time. Any notice herein provided for or given hereunder, if given by the Lessor to the Lessee shall be sufficiently given if mailed as aforesaid addressed to the Lessee at 1000 KLO Road, Kelowna, British Columbia. Any notice mailed as aforesaid shall be conclusively deemed to have been given on the second business day following the day on which such notice is mailed as aforesaid. Either the Lessor or the Lessee 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 giving of such notice the address therein specified shall be deemed to be the address of the party giving such notice and from and after

18 the giving of such notice the address therein specified shall be deemed to be the address of such party for the giving of such notices thereafter. The word "notice" in this paragraph shall be deemed to include any request, demand, direction or statement in writing in this lease provided or permitted to be given by the Lessor to the Lessee or by the Lessee to the Lessor In the event that the demised premises or any part thereof shall be expropriated or otherwise taken by virture of any like power the rights, duties and obligations of the Lessor and the Lessee arising therefrom and the apportionment between the Lessor and Lessee of the compensation or damages which may be awarded shall be determined if they cannot agree by arbitration under the provisions of the Arbitration Act of the Province of British Columbia or such similar statute as may be in force if the said Arbitration Act shall have been repealed, taking into consideration the quantity and yalue of the land or lands and buildings taken, the extent of the injury thereby caused to the buildings, the cost of restoring the buildings and the value of the buildings if restored, the period of the unexpired term of this lease and all other facts and circumstances which the arbitrators shall deem material, and with full power and authority to determine amongst other things as they deem just and equitable any one or more of the

19 following matters: that the Lessee on any such partial taking shall at its own expense repair, restore, rebuild or reconstruct the building situate on the demised premises and that the whole or any part, of the compensation or damages which may be awarded to the Lessee shall be paid to the Lessor to be held by it and released to the Lessee from tine to time to facilitate such reparation, restoration, rebuilding and reconstruction; that such damages or compensation shall be apportioned between' the Lessor and the Lessee or paid to either one of them; that the whole or any part of the rent shall be abated from the time of the taking thenceforth or for any less time; that the LesSee shall be otherwise modified; or that the lease shall determine and to aware and direct specified performance of any one or more of the said or any other matters, which they shall determine, to the end that the rights, duties and obligations of the parties having due regard to their respective interests as set forth in this lease, shall be fully, justly, equitably and finally determined, upon all the facts and circumstances as they shall then exist. IN THE EVENT that arbitration proceedings, other than those hereinbefore referred to, become necessary to determine the compensation to be paid by any party expropriating the demised premises or any part thereof, the Lessor shall have the conduct of any such proceedings insofar as the interest

20 - 19- of the Lessor and the Lessee in the demised premises is concerned, provided, however, that the Lessee and any person or party claiming under the Lessee may join in the same to the end that the maximum compensation award properly collectible in relation to such taking or expropriation may be collected by the Lessor and the Lessee and any person or parties claiming under either or both of them In the event of the building or the demised premises being condemned in whole or in part because of the unsafe condition thereof, then at the option of the Lessor or Lessee, this lease shall cease and determine on the date of such condemnation and the Lessor shall not be responsible for any loss, damage or expense which the Lessor may suffer or incur by reason of the same No assent or consent to changes in or waiver of any of this indenture in spirit or letter shall be deemed or taken as made unless the same be done in writing and attached to or endorsed hereon by the Lessor or the Lessee, as the case may be; the Lessee's agents (unless such agents are authorized in writing by the Lessee) are not authorized to amend this indenture and any alterations, amendments or qualifications made by the said Lessee's agents (unless such agents are to be authorized) shall be null and void.

21 a) Both parties agree that the nature of the Lessee's enterprise requires adequate notice prior to any relocation of its operations. Therefore the parties agree to expend their best efforts to determine the interest in, and possibility of, extending the lease for an additional term (to be agreed) by January 1, b) The Lessor agrees that the Lessee shall have first right of refusal on leasing the premises after the exr.iry of the term of this lease and any extensions thereto The Lessor shall provide paved parking spaces for eighty (80) cars in close proximity to the facility for the joint use of the Lessee and the Lessor The Lessee shall, at its own expense, repair the paved parking lot and keep it free from snow. this indenture. IN WITNESS WHEREOF the parties hereto have executed LESSOR: LESSEE: OKANAGAN COLLEGE Per: Pnr

22 1 v0011 V1M01 V NMI.114, I% II.1,, It ffif _, 1! I F. ' I -T1 I ': f-ii I,. 1,-., ii\l INfil ( , I ir =7:9 r4.4=1