EX-99.1 2 roi_8klng-ex9901.htm LEASE

Exhibit 99.1

 

THIS LEASE made the___ day of May. 2015

 

BETWEEN:

 

ROI Dev Canada Inc.

 

(“ROI”) and

 

1016566 B.C. LTD.

 

(the “Registered Owner”)

 

(ROI and the Registered Owner. collectively the "Landlord")

 

AND:

 

LNG CANADA DEVELOPMENT INC.

 

(the “Tenant”)

 

RECITALS

A.The Landlord and the Tenant (collectively, the "Parties") entered into a development agreement dated May ___ 2015 (the "Development Agreement). under the terms of which the Landlord agreed to construct the Development (as defined below), and the Tenant agreed to lease 35 residential units located in Phase I (as defined below) under the terms of this Lease.

 

B.Under the terms of the Development Agreement, the term of this Lease shall only commence upon the Landlord totally completing its work with respect to the construction and development of Phase I (as defined below) including, without limitation, the Buildings (as defined below) and associated improvements, and upon the Landlord achieving Total Completion of the Work (as defined in the Development Agreement). all in accordance with the provisions more fully set out in the Development Agreement: and

 

C.The Landlord has agreed to grant, and the Tenant has agreed to take, a lease of the Rental Units (as defined below), subject to the terms and conditions herein contained.

 

NOW THEREFORE, in consideration of the rents hereby reserved and the covenants and agreements on the part of the parties herein contained, the parties hereto covenant and agree each with the other as follows:

 

1. RESIDENTIAL TENANCY ACT

 

1.1The Residential Tenancy Act, SBC 2902. c. 78 as amended. and Regulations thereto made from time to time (collectively. the "Acts), require that all residential lease agreements contain certain prescribed terms and conditions. Those terms and conditions are contained in this Lease and are identified as such by being written in italics.

 

 

 

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1.2The terms of this tenancy agreement and any changes or additions to the terms may not contradict or change any right or obligation under the Residential Tenancy Act or a regulation made under that Act or any standard term. If a term of this tenancy agreement does contradict or change such a right, obligation or standard term, the term of the tenancy agreement is void.

 

1.3Any change or addition to this tenancy agreement must be agreed to in writing and initialed by both the landlord and the tenant It a change is not agreed tom writing, is not initialed by both the landlord and the tenant or is unconscionable, it is not enforceable.

 

1.4The requirement for agreement under Section 1.3 does not apply to the following:

 

(a)a rent increase given in accordance with the Residential Tenancy Act;

 

(b)a withdrawal of, or a restriction on, a service or facility in accordance with the Residential Tenancy Act;

 

(c)a term in respect of which a landlord or tenant has obtained an order of the director that the agreement of the other is not required.

 

1.5The Landlord and the Tenant acknowledge and agree that the provisions of this Lease:

 

(a)address a number of subject matters not contemplated or regulated by the Act; and

 

(b)expand upon and provide further clarity in respect of a number of matters contemplated or regulated by the Act.

 

The Landlord and the Tenant agree that the provisions described in Sections 1.5(a) and 1.5(b) above are intended to be in addition to and/or provide further clarification in respect of the subject matters contemplated or regulated by the ACt and are not intended to be inconsistent with the provisions of the Act or an attempt to contract out of and/or avoid the application of the Act. To the extent any such provisions of this Lease are determined by any authority having jurisdiction over this Lease to be inconsistent with the Act and/or an attempt to contract out of or avoid the provisions of the Act. the Parties agree that they shall work together, each acting reasonably, to amend the Lease in the manner required by such authority to ensure that the Lease is consistent and in compliance with the Act.

 

2. DEFINITIONS

 

In this Lease:

 

(a)“Affiliate" means, in reference to a Person, any other Person that: (x) directly or indirectly controls or is controlled by the first Person; or (y) is directly or indirectly controlled by a Person that also directly or indirectly controls the first Person; and for the purposes of this definition. a Person controls another Person if such Person has the power to direct Of cause the direction of the management and policies of the other Person. whether directly or indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise. For the purposes of this Lease. each of the Participants and any Affiliate of any of the Participants are all deemed to be Affiliates of the Tenant. Notwithstanding the foregoing:

 

 

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(i)an Affiliate of Shell Canada Energy includes:

 

(A)Royal Dutch Shell plc; and

 

(B)any Person which is from time to time controlled by Royal Dutch Shell plc; and

 

(C)any Person which has a service agreement with Shell Canada Energy and/or any other Person as defined under (A) or (B) above pursuant to which it pays on a cost sharing or recovery basis a proportion of certain of the costs of Shell Canada Energy or such Other Person:

 

(ii)in respect of Brion Kitimat LNG Partnership, no Affiliate of Brion Kitimat LNG Partnership shall include any entity that is owned of controlled directly or indirectly by the Government of the People's Republic of China. other than China National Petroleum Corporation and Persons controlled, directly or indirectly, by China National Petroleum Corporation; and

 

(iii)In respect of Kogas Canada LNG Ltd., no Affiliate of Kogas Canada LNG Ltd. shall include any entity that is owned or controlled directly or indirectly by the Government of South Korea. other than Korea Gas Corporation and Persons controlled, directly or indirectly, by Korea Gas Corporation;

 

(b)Applicable Laws” means all statutes, provisions of laws (including the common law), regulations, bylaws, building codes, orders, judgements, permits, decrees. injunctions, rules. guidelines. ordinances. standards, codes of practice, and orders and requirements of. and the terms of all judgments, orders and decrees issued by. any Governmental Authority (including WorkSafe BC) having jurisdiction at any time and from time to time in force, including without limitation, all laws relating to pollution or protection of the environment, or health and safety of the workplace or place of residence:

 

(c)"Buildings" means, collectively: (i) the three (3), three (3) storey residential apartment buildings containing thirty-six (36) apartment units; (ii) one (1) building containing five (5) townhomes: and (iii) one (1) building containing four (4) townhomes; all located in Phase I in Kitimat. British Columbia, and municipally and legally described under the heading 'Buildings" in Schedule E attached hereto:

 

(d)“Common Property" means the common property of the Development, and "common property" has the meaning set out in the Strata Property Act (British Columbia):

 

 

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