HomeMy WebLinkAboutAS 01-16 Cei, o Report to
PICKERiNG Executive Committee
Report Number: AS 01-16
Date: October 11, 2016
From: Paul Bigioni
Director, Corporate Services & City Solicitor
Subject: Animal Shelter Commercial Lease
- 1688 Highway No. 7
- File: S-3010
Recommendation:
1. That the Mayor and City Clerk be authorized to enter into a new Commercial Lease with
Transport Canada for the Pickering Animal Shelter, located at 1688 Highway 7, Brougham,
for a period of three years, with an option to renew for two more years;
2. That the Mayor and City Clerk be authorized to execute the Commercial Lease as set out in
Attachment 1 to this Report, subject to minor revisions agreeable to the Director, Corporate
Services & City Solicitor; and
3. That the appropriate City of Pickering officials be authorized to take the necessary actions as
indicated in this report.
Executive Summary: The Pickering Animal Shelter has operated from this location for the
past five years. Unless and until a new animal shelter is constructed, the existing location
continues to be the best option available to meet the needs for shelter operation. Staff therefore
recommend that the new lease (Attachment 1) be approved.
Financial Implications: The rent provisions for the new lease are set out below. They
represent a total increase of 2.5% per annum over the rental rate for 2016. The new lease would
obligate the City to pay $47,186.20 over the course of the three-year term. If the City exercises
the option to renew the new lease for the two-year extension period, the additional obligation
would total $33,456.32.
Lease Year One: December 1st, 2016 to $13,576.92, plus HST
November 30th, 2017 (equal monthly installments of
$1,278.49)
Lease Year Two: December 1st, 2017 to $13,916.40, plus HST
November 3091, 2018 (equal monthly installments of
$1,310.46)
AS 01-16 October 11, 2016
Subject: Animal Shelter Commercial Lease Page 2
Lease Year Three: December 1st, 2018 to $14,264.38, plus HST
November 30th, 2019 (equal monthly installments of
$1,343.22)
Option to Extend,
Lease Year One of the first December 1st, 2019 to $14,620.92, plus HST
extension period: November 30th, 2020 (equal monthly installments of
$1,376.80)
Lease Year Two of the first December 1st, 2020 to $14,986.44, plus HST
extension period: November 30th, 2021 (equal monthly installments of
$1,411.22)
Discussion: In 2011, the City entered into a three-year Commercial Lease with
Transport Canada, for rental of the property located at 1688 Highway 7, Brougham, for its use as
the Pickering Animal Shelter.
In December 2014, the City exercised its option to renew the lease for an additional two years.
The two-year renewal term expires on October 30, 2016. In order to remain in possession of the
existing Animal Shelter premises, the owner, Transport Canada, requires that the City enter into a
new lease.
The existing Animal Shelter location continues to be the best option available to meet the City's
needs at this time. Transport Canada has provided a new lease form (Attachment 1) which sets
out the new rental rates and a new three-year term plus a two year right of renewal. The other
provisions of the new lease are substantially the same as those contained in the City's existing
lease and are acceptable to the Director, Corporate Services & City Solicitor. ,
Attachments:
1. Transport Canada Commercial Lease
Prepared By: A•. • •ved/Endorsed By:
rOUVICtiti
Lindsey Narraway Paul :is •
Supervisor, Animal Services Direc •r, r ore orate Services & City Solicitor
KT:ks
CORP0227-07/01 revised
AS 01-16 October 11, 2016
Subject: Animal Shelter Commercial Lease Page 3
Recommended for the consideration
of Pickering City Council
/ 2 W I
Tony Prevedel, P.Eng.
Chief Administrative Officer
CORP0227-07/01 revised
ATTACHMENT# 1 TO REPORT# AS 01 --- /L.
/ .of. 3 C.o
PIN 614728
COMMERCIAL LEASE
1688 Highway 7
Brougham, Ontario
L6B 1A8
HER MAJESTY THE QUEEN IN RIGHT OF
CANADA
AND
THE CORPORATION OF THE CITY OF
PICKERING
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ATTACHMENT# " TO REPORT# f}S d/ -t(,�
a .of. 3 CA
ARTICLE I-DEFINITIONS AND INTERPRETATIONS 1
SECTION 1.01 DEFINITIONS 1
SECTION 1.02 EXTENDED MEANINGS 4
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SECTION 1.03 ENTIRE AGREEMENT 4
SECTION 1.04 SCHEDULES 4
SECTION 1.05 LAW 4
SECTION 1.06 TIME OF THE ESSENCE 4
ARTICLE 2-GRANT 5
SECTION2.01 GRANT 5
ARTICLE 3-USE 5
SECTION 3.01 USE 5
SECTION 3.02 NUISANCE 5
SECTION 3.03 SIGNAGE 5
ARTICLE 4-TERM 5
SECTION 4.01 TERM AND LANDLORD'S RIGHT TO TERMINATE 5
SECTION 4.02 SURRENDER OR TERMINATION 5
SECTION 4.03 REMOVAL OF MOVEABLE PROPERTY 6
SECTION 4.04 REMOVAL OF IMPROVEMENTS 6
SECTION 4.05 OBLIGATIONS SURVIVE EXPIRY,SURRENDER OR TERMINATION 6
SECTION 4.06 OVERHOLDING 7
SECTION 4.07 OPTION TO EXTEND 7
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ARTICLE 5-QUIET ENJOYMENT 8
SECTION 5.01 QUIET ENJOYMENT g
ARTICLE 6-.NET LEASE 8
SECTION 6.01 NET LEASE 8
ARTICLE 7-RENT 9
SECTION 7.01 GENERAL PROVISIONS 9
• • SECTION 7.02 RENT 9
SECTION 7.03 MANNER OF PAYMENT 10
SECTION 7.04 INTEREST ON ARREARS OF RENT 10
ARTICLE 8-TAXES 10
SECTION 8.01 PAYMENTS IN LIEU OF REAL PROPERTY TAXES '1 0
• SECTION 8.02 OTHER TAXES 10
SECTION 8.03 HARMONIZED SALES TAX 11
ARTICLE 9-UTILITIES 11
SECTION 9.01 LANDLORD NOT OBLIGATED 11
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SECTION 9.02 TENANT TO PAY FOR UTILITIES 11
SECTION 9.03 SUSPENSION OF UTILITIES 11
ARTICLE 9A-DRINKING WATER QUALITY 12
SECTION 9A.01 COMPLIANCE WITH DRINKING WATER QUALTI Y LAWS 12
SECTION 9A.02 COPIES OF REPORTS 12 •
SECTION 9A.03 TERMINATION FOR DEFAULT 12
SECTION 9A.04 ACKNOWLEDGMENT OF COMMUNAL WELL 13 '
ARTICLE 10-MAINTENANCE AND REPAIRS 13
SECTION 10.01 LANDLORD NOT OBLIGATED - 13
SECTION 10.02 TENANT'S OBLIGATIONS 13
SECTION 10.03 REPAIR BY LANDLORD 13
SECTION 10.04 RESERVATIONS BY LANDLORD 13
ARTICLE 11-ALTERATIONS 14
SECTION 11.01 ALTERATIONS 14
SECTION 11.02 CONTRACT SECURITY 15
• SECTION 11.03 BULDERS'LIENS 16
ARTICLE 12-INSURANCE 16
SECTION 12.01 INSURANCE 16
ARTICLE 13-DAMAGE AND DESTRUCTION 17
SECTION 13.01 PROPERTY INSURANCE 17
ARTICLE 14-LIABILITY,RELEASE AND INDEMNITY 18
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• ATTACHMENT# 1' TO REPORT#AS 0/-/4,
' SECTION 14.01 LANDLORD NOT RESPONSIBLE 18 r
SECTION 14.02 RELEASE AND INDEMNITY 1 .of.
SECTION 14.03 TENANT TO DEFEND ACTION 20
ARTICLE 15-LAWS AND CONTROL 20
SECTION 15.01 COMPLIANCE WITH ALL LAWS 20
SECTION 15.02 COPIES OF REPORTS 21
SECTION 15.03 TERMINATION FOR DEFAULT 21
ARTICLE 16-ENVIRONMENT 21
SECTION 16.01 COMPLIANCE WITH ENVIRONMENTAL LAWS - _ 21
SECTION 16.02 LANDLORD'S RIGHT TO ENVIRONMENTAL ASSESSMENT 22
SECTION 16.03 TENANT TO PERFORM 23
SECTION 16.04 LANDLORD MAY PERFORM 23
SECTION 16.05 OWNERSHIP OF DELETERIOUS SUBSTANCES 23
SECTION 16.06 BOND FOR DELETERIOUS SUBSTANCES 23
ARTICLE 17-DEFAULT 24
SECTION 17.01 TENANT'S DEFAULT 24
SECTION 17.02 LANDLORD'S RIGHTS 25
SECTION 17.03 REMEDIES NOT EXCLUSIVE 26
ARTICLE 18-FORCE MAJEURE 26
SECTION 18.01 FORCE MAJEURE 26
ARTICLE 19-ASSIGNMENT AND SUBLETTING 27
SECTION 19.01 PROHIBITION AGAINST ASSIGNMENT OR SUBLETTING 27
SECTION 19.02 ASSIGNMENT BY LANDLORD 27 •
ARTICLE 20-SUCCESSORS AND ASSIGNS 27
SECTION 20.01 BINDING ON SUCCESSORS 27
ARTICLE 21-ADDITIONAL PROVISIONS 27
SECTION 21.01 ADDITIONAL RIGHTS OF LANDLORD 27
SECTION 21.02 NOTICES 28
SECTION 21.03 AMENDMENTS 29
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SECTION 21.04 No PARTNERSHIP OR JOINT VENTURE 29
SECTION 21.05 MEMBERS OF HOUSE OF COMMONS NOT TO BENEFIT • 29
SECTION 21.06 WAIVER 29
SECTION 21.07 FURTHER ASSURANCES • 29
SECTION 21.08 REGISTRATION 29
SECTION 21.09 BRIBES 30
SECTION 21.10 DISPUTE RESOLUTION 30
SECTION 21.11 PARKING AND MAINTENANCE OF PREMISES 30
SECTION 21.12 COUNTERPARTS 30
Schedule"A"Description of Land
Schedule`B"Plan of Site(Showing all Existing Improvements)
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ATTACHMENT# � TO REPORT#fS b/-/ 0
THIS LEASE made as of the 1"day of DECEMBER,Z01,6pf, 3b
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF CANADA,represented
by the Minister of Transport(the"Landlord")
OF'I'Hr FIRST PART
AND:
THE CORPORATION OF THE CITY OF PICKERING,a municipal
corporation incorporated pursuant to the laws of the Province of Ontario
(the"Tenant")
OF THE SECOND PART
WHEREAS the Premises are part of lands expropriated by Her Majesty for the purpose of
an airport;
AND WHEREAS it is deemed expedient that the Premises be leased for so long as they
are not required for public purposes;
THIS AGREEMENT WITNESSES that, in consideration of the Premises, the mutual
covenants and agreements herein contained and subject to the terms and conditions
hereinafter set out,the parties hereto agree as follows:
ARTICLE I-DEFINITIONS AND INTERPRETATIONS
Section 1.01 Definitions
When used in this Lease,unless the context otherwise requires,the following expressions
have the meaning hereinafter set forth.
"Additional Improvement" means any structure, fixed equipment or fixed
- machinery constructed on or affixed to the Land after the Date of Commencement
and includes any alteration or replacement of any such Additional Improvement.
"Additional Rent"means any sum of money or charge required to be paid by the
Tenant under this Lease,other than Rent.
"Architect"means a person who is appointed by,but who is at arm's length with,
the Tenant and is as an architect in the Jurisdiction.
"Business Day"means a day other than a Saturday,Sunday or statutory holiday in
the Jurisdiction. •
"Claims" means any claims, proceedings, actions, judgments, executions and
liabilities.
"Costs"means all expenses,losses,charges and payments relating to an event and
includes any professional,consultant and legal fees(on a"solicitor/client"basis).
"Damage"means any loss of or damage to property and includes loss of profits or
revenue;or loss of tenants,lenders,investors or patrons,direct, indirect,incidental,
special,exemplary or consequential damage,interference with business operations,
inability to use any part of the Premises,and Costs.
"Date of Commencement"means the 1st day of December,2016.
"Deleterious Substance"means any substance which is deleterious or hazardous
to persons;animals,fish,plants,property,soil,water or the environment,including
pesticides and herbicides.
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ATTACHMENT# 1 TO REPORT# # S Df I(o
"Engineer"means a person who is appointed by,but who is at arm's length from S .Of. 3 So
the Tenant and is licensed to practice public engineering in the Jurisdiction.
"Event of Bankruptcy"means,with respect to a Person,
(a) whenever any resolution or action is taken or consented to in
respect of its liquidation, dissolution or winding-up,whether by extra-
judicial means or under any statute of any applicable jurisdiction,or an
assignment is made for the benefit of its creditors or an assignment in
bankruptcy is filed under the Bankruptcy and Insolvency Act(Canada)
or any successor legislation or any comparable statute of any applicable
jurisdiction, or any resolution or action is consented to or taken in
respect of a proposal for any reorganisation, arrangement,or extension •
of time in respect of any of its debts or obligations, whether by extra-
judicial means or under the Bankruptcy and Insolvency Act(Canada)or
the Companies'[Creditors Arrangement Act (Canada) or any successor
legislation or any comparable statute of any applicable jurisdiction;
(b) whenever a trustee, receiver or agent for a secured creditor, or
other Person with similar powers is appointed for any substantial
portion of its properties or assets, whether by a court or.by extra-
judicial means;or
(c) whenever a petition or other legal process in respect of its
bankruptcy, insolvency, liquidation, dissolution or winding-up is filed
against it,unless the same is dismissed or discharged within sixty(60)
days.
"Existing Improvement"means any structure,fixture,fixed equipment and fixed
machinery constructed on or affixed to the Land on the Date of Commencement
and includes any alteration or replacement of such Existing Improvement.
"Force Majeure"means a strike,lockout,riot,insurrection,war,fire,tempest,Act
of God or lack of material causing a delay,notwithstanding the best efforts of the
party delayed,in the performance of any obligation under this Lease.
"HST"has the meaning ascribed in Section 8.03.01.
"Injury" means any personal injury including any personal discomfort, libel,
slander, invasion of privacy, discrimination,wrongful entry and eviction, and any
bodily injury including death resulting therefrom and whether the death occurs
before or after the end of the Term.
"Interest Rate" means, during any part of a Lease Year, the Bank of Canada
prime rate applicable on the date of default plus two percent(2%).
"Jurisdiction"means the Province of Ontario.
"Land(s)"means the land described in Schedule"A".
"Law(s)" means law, regulation, order, decision, policy, directive or rule, and
similar enactments and statements, and shall be read, where applicable, as being
"relevant as made or amended from time to time".
"Lease Year" means a twelve-month period commencing on December 1 and
ending on November 30.
"Leasehold Improvements" means all equipment installed and alterations made
by the Tenant or any Occupant which serve the Premises whether or not easily
Page 3 •
ATTACHMENT TO REPORT#AS
disconnected or moveable,and includes production a fei P�pr , service equipment,
all ceiling and wall fixtures and floor covering,but does not include trade fixtures.
"Leasehold Interest" means the right, title and interest of the Tenant in the
Premises.
"Minister"means the Minister of Transport, Infrastructure and Cominunities and
includes any of the following:
(a) a Person acting for; or if the office vacant,in place of,the Minister
of Transport,Infrastructure and Communities
(b) his successors in office,
(c) and his lawful deputy.
"Moveable Property"means chattels,goods,supplies and materials.
"Net Rent"means the Rent payable by the Tenant pursuant to Section 7.02.
"Other Taxes"means any tax or other charge including any fines or cost which
are imposed against the Premises including local improvement charges and
development charges and water, snow and sewer rates of every kind whatsoever
that are imposed from time to time by any taxing authority save and except Real
Property Taxes.
• "Person(s)" means any individual, sole proprietorship, partnership, corporation,
trust or government authority,howsoever designated.
"Premises" means the Land, all Existing Improvements, all Additional
Improvements,and all Utilities serving the premises.
"Real Property Taxes" means all taxes and assessments (excluding local
improvement charges and development charges and water, snow and sewer taxes
and rates), of every kind whatsoever that are imposed from time to time by any
taxing authority, whether federal, provincial, municipal, school or otherwise or
which would have been so imposed but for any attribute of the Landlord which
resulted in an exemption or partial exemption therefrom against:
(a) the Premises;and
(b) includes any taxes or other amounts, which are imposed instead
of,or in lieu of,or in addition to,any such taxes and assessments.
1 "Rent"means all Net Rent and Additional Rent collectively.
"Replacement Costs of the Improvements" means the costs to replace the
{ Existing, Additional and Leasehold Improvements to the condition immediately
prior to the happening of an event of damage or destruction.
"Subject Property" means the Land and all Existing Improvements as shown in
Schedule`B".
"Term"has the meaning ascribed to it in Section 4.01.01.
"Utility(ies)" means utilities and services, and all related systems, facilities and
equipment.
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ATTACHMENT# ( TO REPORT#AS
"Work" means all material and services furnished or performed pursuant to this 7 •0f• 3(o vi r6
Lease including all the maintenance, repair, alterations and replacement of all
Existing Improvements,Additional Improvements and Leasehold Improvements.
Section 1.02 Extended Meanings
1.02.01 Where this Lease provides that the Tenant.shall "ensure" a covenant or
obligation of an Occupant, Transferee or Leasehold Mortgagee
("Transferee") or provides that the Tenant agrees to a specific matter on
behalf of a Transferee,the obligation of the Tenant shall be deemed to have
been performed if the Tenant has obtained from such transferee an
agreement no less stringent,and in the event of a breach of such agreement
by the Transferee, the Tenant has used diligent efforts to enforce such
agreement,including the prosecution of legal proceedings.
1.02.02 In this Lease "includes" means "includes without limitation" and each
obligation or agreement of either party is considered a"covenant", and all
references in this Lease to laws, policies, schedules, manuals, directives,
specifications and similar enactments and statements shall be read, where
applicable, as being"relevant as replaced or amended from time to time", •
and, with regard to the Premises and the Land, "in"shall be read.as"on",
"in","over","under.',"through"or"across
1.02.03 Words importing the singular number include the plural number and vice
versa and words importing gender include the masculine, feminine and
neuter genders.
1.02.04. If the day on which any act or payment is required to be done or made under
the terms of this Lease is a day which is not a Business Day,then such act
or payment is dulyli done or made if done or made on the next following
Business Day.
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Section 1.03 Entire Agreement
This Lease constitutes the entire agreement between.the Landlord and the
Tenant and supersedes and revokes all previous arrangements, including
pre-contractual representations, if any, whether oral or in writing, between
the parties hereto.
Section 1.04 Schedules
it I
The following Schedules are attached to and from part of the Lease:
Schedule"A"Description of Land
Schedule`B"Plan of Site(showing all Existing Improvements)
Section 1.05 Law
This Lease shall be interpreted in accordance with the laws in force in the •
Jurisdiction,subject,so long as Her Majesty is the Landlord,to any Federal
Crown prerogative and any paramount or applicable federal law.
Section 1.06 Time of the Essence
Time is of the essence of this Lease except as otherwise expressly provided
herein.
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ATTACHMENT# TO REPORT#/j d 1 4/L.
s .Of. 34. ARTICLE 2-GRANT •
Section 2.01 Grant
In consideration of the rents,covenants and agreements herein contained on
the part of the Tenant to be paid, observed and performed,the Landlord
leases to the Tenant,and the Tenant leases from the Landlord,the Premises
in"as is"condition for the Term.
ARTICLE 3-USE
Section 3.01 Use
The Tenant shall use the Premises as an Animal Services Shelter and for no
other purpose whatsoever and shall comply with all Laws in such use.The
Tenant agrees that it has examined the Premises and is familiar with the
condition and permitted use thereof.
Section 3.02 Nuisance
The Tenant shall not do, suffer or permit to be done any act or thing on the
Premises which constitutes a nuisance to any Person on any lands or
premises or to the public generally.
Section 3.03 Signage
The Tenant shall not, on or after the Date of Commencement, construct,
erect, place or install on the outside of or on the Premises any new or
additional poster, advertising sign or display, electrical or otherwise,
without first obtaining the consent, in writing, of the Landlord, which
consent shall not be unreasonably withheld. Only free-standing pylon
signage will be approved by the Landlord. Signage attached to the building
will not be approved.
• ARTICLE 4-TERM
Section 4.01 Term and Landlord's Right to Terminate
4.01.01 The term of this Lease shall be for a Three(3)Year period("Term"). The
{ Term commences on December 1St, 2016 and terminates on November
30th,2019.
4.01.02 During the Term of this Lease,neither Party may terminate this Lease. In
the event the Option to Extend,pursuant to s.4.07 is exercised,either Party
may terminate this Lease at any time during the extended term for any
reason by giving the other Party one year notice in writing.
Section 4.02 Surrender or Termination
4.02.01 On expiry of the Term or any period of overholding, or on surrender or
sooner determination of this Lease, the Tenant shall surrender and deliver
up to the Landlord vacant possession of the Premises in the state of good
order, condition and repair in which, by this Lease, the Tenant has
covenanted to keep them during the Term, and free and clear of all
mortgages,charges or encumbrances created by the Tenant or its assignees,
and of all Deleterious Substances, and all rights of the Tenant under this
1 Lease shall then terminate.
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ATTACHMENT#
TO REPORT# Of-no
Section 4.03 Removal of Moveable Property
.of. 3
4.03.01 Except as otherwise provided in this Lease, the Tenant shall, on expiry of
the Term or any period of overholding, or on surrender or sooner
determination of this Lease, forthwith remove from the Premises all
Moveable Property and,shall also,to the satisfaction of the Landlord,repair
all damage to the Premises by reason of the installation or removal thereof,
without compensation. Unless the Landlord so requests, no Moveable
Property shall be so'removed until all Rent due or to become due under this
Lease is fully paid. The Tenant hereby agrees that if it fails to effect such
removal forthwith,; that•the said Moveable Property shall be deemed
abandoned and worthless, and that the Landlord may, in Her absolute and
unfettered discretion immediately dispose of the Moveable Property in any
manner She sees fit, all without service of notice by the Landlord or resort
by Her to any legal process, and without Her being considered guilty of
trespass or becomi ig liable for any loss or-Damage. The Tenant further
agrees to indemnify the Landlord for all expenses incurred by Her, in
effecting such removal, and in returning the Premises to a state of good
order,condition and repair.
Section 4.04 Removal ofLnprodements
4.04.01 Subject to Section 16.05, all Existing Improvements, Additional
Improvements and Utilities shall be fixtures to the Premises and shall
become the absolute property of the Landlord on the expiry of the Term or
any period of overholding, or on the surrender or early termination of this
Lease,without any compensation to the Tenant.
4.04.02 Subject to Section 16.05,all Leasehold Improvements which are fixtures to
the Premises shall ibecome.the absolute property of the Landlord on the
. expiry of the Tern or any period of overholding, or on the surrender or
early termination of this Lease,without any compensation to the Tenant.
4.04.03 At any time prior to expiry of the Term or expiry of any period of
overholding or sooner determination of this Lease,or within six(6)months
after such-expiry or sooner determination, the Landlord may notify the
Tenant in writing tliat the whole or any part of any Additional Improvement
or any Leasehold Improvement", (the "Improvements") must be removed,
in which event,rein' val will occur:
(a) within(10)ten days of such notification where the Improvements are
deemed by the Landlord to pose a safety or environmental concern,or
(b) prior to expiry' of this Lease if the Landlord's notice is received prior
to such the expiry,or
(c) within thirty(30)days of such notification,if the Landlord's notice is
received on or after such expiry,or
(d) within thirty ,(30) days of such notification, in the event of any
overholding.
4.04.04 The Tenant shall,at its own cost remove any Improvements and repair any
damage made in constructing,erecting or removing any Improvements and
leave the area upon which the Improvements were made in similar .
condition to that which existed prior to erection,installation or construction
and in a clean,neat and tidy condition to the satisfaction of the Landlord.
Section 4.05 Obligations Survive Expiry,Surrender or Termination
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ATTACHMENT# / TO REPORT#/ t• 6,-/6
4.05.01 Notwithstanding the expiry, surrender or termination of this Lease in any
b .Of. 3 manner,
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(a) the Tenant remains liable to the Landlord for any loss or damage
suffered by the Landlord arising from this Lease,and
• (b) the obligations of the Tenant
(i) to indemnify and save harmless the Landlord with respect to
• liability by reason of any matter arising prior to the expiry,
surrender or termination of this Lease,and '
(ii) to respect the rights of the Landlord contemplated in Articles 16
and 17 and Sections 4.03 and 4.04, shall, notwithstanding any
other provision of this Lease or any Law now or hereafter in.
force, continue in full force and effect until discharged whether
before or after the expiry,surrender-or termination of this Lease.
Section 4.06 Overholding
4.06.01 If the Tenant remains in possession of the Premises after the expiry of the
Term or any extension thereof, whether with or without the consent of the
Landlord,there shall be no tacit renewal or extension of this Lease. In this
event, notwithstanding any statutory provision or legal presumption to the
contrary, the Tenant shall be deemed exclusively to be occupying the
Premises as a tenant at will, on the same terms as set forth in this Lease
(including the payment of Rent),except that the monthly Net Rent shall be
an amount equal to the aggregate of
(a) one hundred and fifty percent (150%) of the Rent payable for the last
month of the Term,and
(b) Additional Rent for the current month,where applicable.
4.06.02 The Tenant shall promptly indemnify and save harmless the Landlord from
and against any and all Costs incurred by Her as a result of the Tenant
remaining in possession of the Premises after the expiry of the Term and the
Tenant shall not make any counterclaim,against the Landlord.
Section 4.07 Option to Extend
4.07.01 Subject to the provisions of this Lease, if the Tenant pays for Rent and
other sums herein.provided when due, and punctually observes and
performs all of the covenants,terms and conditions hereunder,and provided
that the Tenant has given notice to the Landlord of its intention to exercise
its Option to Extend not less than one year prior to expiration of the initial
Term (or the extended Term as the case may be), the Landlord hereby
grants the Tenant the right to extend the Term of this Lease for one further
and consecutive period of two(2)years commencing upon expiration of the
initial Term pursuant to the terms and conditions contained in this Lease,
provided that:
(a) the Tenant shall not be entitled to any improvement allowance or any
payment, inducement, from the Landlord as a result of the Tenant
exercising its Option to Extend;and
(b) the Net Rent for the first extension period shall be the figures set out
in subsection 7.02.04 of this lease, and for any subsequent extension
periods, shall be the then prevailing fair market rent for similar lands
located in Brougham,Ontario at the time the Tenant shall exercise its
Options to Extend;and
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ATTACHMENT# I TO REPORT# o/-/,
(c) the Premises are leased for the extension period, in"as is"condition I .of r,,
as of the last day of the initial Term;and w
(d) the Tenant is The Corporation of the City of Pickering and is in
possession and is conducting its business in the whole of the Premises
for the whole;ofthe initial Term(or extended Term as the case may
be),in accordance with the provisions of this Lease;and
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(e) if the Tenant;shall fail to serve the Landlord required notice within
the time limit set out herein for extending the initial Term (or the
extended Term the case may be), then this Option to Extend shall .
be null and void and of no further effect;and
(f) if the Tenant shall serve the Landlord required notice within the time .
limit set out herein for extending the initial Term (or the extended
Term as the case may be),then the Tenant shall forthwith execute all
documentation related to the extension of the Lease.
ARTICLE 5-QUIET ENJOYMENT
Section 5.01 Quiet Enjoyment
5.01.01 Subject to the other provisions of this Lease,if the Tenant pays the Rent
and other sums herein provided when due, and punctually observes and
performs all of the covenants, terms and conditions hereunder, the Tenant
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shall peaceably and quietly hold and enjoy the Premises for the Term
without hindrance or interruption by the Landlord or any other Person •
lawfully claiming under the Landlord.
ARTICLE 6-NET LEASE
•
Section 6.01 Net Lease
6.01.01 The Tenant agrees that the Premises are leased in an"as is"condition and
this Lease shall be an absolutely net lease to the Landlord except as
expressly herein set out. The Tenant shall pay all charges and expenses of
every kind, extraordinary as well as ordinary and foreseen as well as
unforeseen,relating to:
(a) its use and its'occupancy of the Premises and its contents;
(b) the business carried on therein,and
(d) the carrying out of any construction or maintenance and the making of
any alterations or repairs in the Premises by or for the Tenant during
the Term or any extension thereof.
6.01.02 Notwithstanding s. 6.01.01, the Landlord shall be responsible for all
structural and roof maintenance and repairs, save and except structural and
roof repairs and maintenance resulting from the negligence or willful .
misconduct of the Tenant, its occupants, employees, invitees, and/or
anyone for whom the Tenant is in law responsible. The Landlord, in Her
sole discretion, acting reasonably, will determine the timing, necessity,
extent, manner and materials to be used for•any and all repair and
maintenance obligations required under this subsection. The Landlord '
reserves the right to terminate this Agreement by giving the Tenant thirty
(30) days written notice in the event that the Landlord determines, in Her
sole discretion, that the cost of the structural and/or roof maintenance and
repairs is excessive.
ATTACHMENT# / TO REPORT#AS of /(0 Page 9
a .of. 3
6.01.03 The Tenant acknowledges that any amount and any obligation with
respect to the Premises which is expressly declared in this Lease to be the
responsibility of the Landlord shall be the responsibility of the Tenant to be
paid or performed in accordance with the terms of this Lease.
• ARTICLE 7-RENT
Section 7.01 General Provisions
7.01.01 The Tenant covenants that it shall, during the Term or any extension
thereof, pay to the Landlord Rent in accordance with the terms of this
Lease.
Section 7.02 Rent
•
7.02.01 ' For Lease Year One:
Tenant shall pay Net Rent in the amount of$13,576.92,plus HST for the
period commencing December 1St, 2016, and ending November 30th,
2017, such Net Rent payable in advance on the first day of each and every
• month in equal monthly installments of$1,131.41,plus HST.
7.02.02 For Lease Year Two:
Tenant shall pay Net Rent in the amount of$13,916.40, plus HST for the
period commencing December 1St, 2017, and ending November 30th,
2018, such Net Rent payable in advance on the first day of each and every
month in equal monthly installments of$1,159.70,plus HST.
7.02.03 For Lease Year Three:
Tenant shall pay Net Rent in the amount of$14,264.38, plus HST for the
period commencing December 1St, 2018, and ending November 30th,
2019, such Net Rent payable in advance on the first day of each and every
month in equal monthly installments of$1,188.69,plus HST.
7.02.04 In the event the Tenant exercises its Option to Extend pursuant to s.4.07,
(a) For Lease Year One of the first extension period:
Tenant shall pay Net Rent in the amount of$14,620.92,plus HST for •
the period commencing December 1St, 2019, and ending November
30th,2020,such Net Rent payable in advance on the first day of each
and every month in equal monthly installments of$1,218.41, plus
HST.
(b), . For Lease Year Two of the first extension period:
Tenant shall pay Net Rent in the amount of$14,986.44,plus HST for
the period commencing December 1St, 2020, and ending November
30th,2021,such Net Rent payable in advance on the first day of each
and every month in equal monthly installments of$1,248.87, plus
HST.
Section 7.03 Manner of Payment
7.03.01 The Tenant shall pay all Rent and Additional Rent when due, without any
prior demand therefore and without any set-off or alteration whatsoever,
and the Tenant hereby waives the benefit of any statutory or other right in
respect of any Claims, such payment to be made to the Receiver General
for Canada at:
Transport Canada—Corporate Services
4900 Yonge Street,3'Floor Cashier
. . .... .. ......_
Page 10
ATTACrjWI ENT# 1 TO REPORT#/'S
Toronto,Ontario /3 .O � f-
M2N 6A5 f. �j
7.03.02 Any payment by the Tenant of any Rent,Net Rent,Additional Rent or an
amount less than the monthly payment of Net Rent or Additional Rent,
shall be credited to the earliest of any arrears of Rent.
Section 7.04 Interest on Arrears of Rent
7.04.01 If the Tenant fails•to pay any amount of Rent on the date on which it
becomes due and payable,the Tenant shall pay interest at the Interest Rate
on any such amount, calculated from the date the Tenant was required to
pay such amount to the date all arrears are paid. Such interest shall be
deemed to be part the Rent reserved in this Lease and the remedies
available to the Landlord relating to Rent herein and at law shall apply
mutatis mutandis thereto.
7.04.02. The Interest Rate applicable to any amount on which the Tenant is paying
interest shall be the rate in effect at the close of business on the last
Business Day of the previous month.
7.04.03 All interest shall be compounded monthly and shall apply retroactively
from the date it is due.
7.04.04 In the event of non-sufficient funds or the Bank refusing to process the
Landlord's request for payment for any other reason, the Tenant shall
immediately issue a certified cheque which shall include any interest at the
Interest.Rate and an administrative charge to be set in accordance with the
Landlord's current policy.
ARTICLE 8-TAXES •
Section 8.01 Payments.in Lieu of Real Property Taxes
8.01.01 Her Majesty shall not be required to pay any and all taxes and assessments,
including local improvement charges and development charges of any kind
whatsoever that are imposed by the municipality against the Lands during
the currency of this Agreement,including any taxes or other amounts which
are.imposed of, or in lieu of, or in addition to, any such taxes and
assessments. Her Majesty ty acknowled
acknowledges and agrees that the Lands will
remain subject to assessment for municipal realty tax purposes. A
•municipal realty tax invoice must be rendered in the ordinary course in
respect of the Lands,however,it will not be forwarded to Her Majesty and
Her Majesty will not be required to pay it.
Section 8.02 Other Taxes
8.02.01 The Tenant shall, on or before their due date,pay to the taxing authorities
and shall discharge when they become due and payable:
(a) any Other Tax or charge imposed in lieu thereof and other charges
including any fines and costs which are imposed against or in
respect of any Leasehold Improvement, trade fixtures or personal
property in the Premises,and •
(b) any tax and license fee including any cost related thereto which is
imposed against any business or undertaking carried on in the
Premises or in respect of any use or occupancy thereof:
- -
ATTACHMENT#
TO I REPORT# Page 11
ftS OI-t�
•
' .of. 3 c„ whether any such tax,other charge or license fee is imposed by any federal,
provincial,municipal,school or other authority.
Section 8.03 Harmonized Sales Tax
8.03.01 The Tenant shall pay an amount equal to any and all taxes, rates, levies,
fees,charges and assessments whatsoever,whether or not in existence at the
Date of Commencement,assessed,charged,imposed,levied or rated by any
taxing authority whether federal, provincial, municipal or otherwise, on or
against the Landlord or the Tenant,with respect to the Rent payable by the
Tenant to the Landlord under this Lease or the rental of space under this
Lease or the, provision or supply of any goods, services or utilities
whatsoever by the Landlord to the Tenant under this Lease, whether any
such tax,rate,duty, levy,fee,charge or assessments called or characterized
as a sales, use, consumption, value-added, business transferor goods and
services tax or otherwise(collectively,"HST"). If the applicable legislation
requires that any HST is to be collected by the Landlord,the amount of the
HST so payable by the Tenant shall be calculated by the Landlord in
accordance with the applicable legislation and shall be paid by the Tenant
to the Landlord at the same time as the Minimum Rent is payable or at such
other time or times as the applicable legislation may from time to time
require. Despite any other provision of this Lease, the amount or amounts
from time to time payable by the Tenant under this Section 8.03 shall be
deemed not to be consideration for the supply of space under this Lease,but
shall be considered to be Rent for the purposes of the Landlord's rights and
remedies for non-payment and recovery of any such amounts.
ARTICLE 9-UTILITIES
Section 9.01 Landlord Not Obligated
9.01.01 The Landlord shall not be obligated to furnish to the Premises any Utilities
or to pay for their consumption.
Section 9.02 Tenant to Pay for Utilities
9.02.01 The Tenant shall, at its cost, be solely responsible for the installation and
maintenance of and for alteration to any connecting system to all utilities
including,when supplied, the Landlord's water, sanitary sewage and storm
sewage,to the point of connection designated by the Landlord.
9.02.02 The Tenant shall pay when due,all charges for all utilities consumed on or
supplied to the Premises and shall indemnify the Landlord against any
liability or damages pertaining thereto.
Section 9.03 Suspension of Utilities
9.03.01 The Tenant shall not make any Claims or bring any action against the
Landlord,and the Tenant hereby releases the Landlord from any Claims for
any Injury or any Damage by reason of any interruption,in whole or in part,
from whatever cause arising in the supply of any utilities serving the
Premises,whether supplied by the Landlord or by others.
ARTICLE 9A—DRINKING WATER QUALITY
Section 9A.01 Compliance with Drinking Water Quality Laws
Page 12
ATTACHMENT# " TO REPORT#
9A.01.01 The Tenant shall, at its own cost, comply with all Laws and codes relating / J �l^��
to drinking water quality matters, specifically including but not limited to S .Of 3 �p
the Safe Drinking Water Act and Ontario's Health Protection and
Promotion Act, as amended, and any Regulations promulgated pursuant
thereto and shall assume all responsibilities of"occupier"or"operator" as
defined in the aforementioned Acts with respect to all water distribution
•
systems located on the Premises.
9A.01.02 The Tenant shall immediately give written notice to the Landlord of the
occurrence of any event on the Premises in violation of any Law relating to
drinking water and in such event at its own expense promptly correct any •
deficiency which is not in conformity and compliance with all Laws or
codes or cease any activity which is not in conformity and compliance with
all Laws or codes, and if requested by the Landlord, obtain a certificate
from an independent consultant approved by the Landlord, verifying the
complete and proper compliance with the requirements of all Laws or codes
or,if such is not the case,reporting as to the extent and nature of any failure
to comply with the foregoing provision.
9A.01.03 The Tenant shall provide and maintain a potable water supply to the
Premises at its sole cost.
9A.01.04 The Landlord may, at any time, enter the Premises to determine the
Tenant's compliance with all Laws and codes relating to drinking water
quality matters and for such purpose the Landlord may carry out any tests
. on the Premises. If any such inspection or testing by the Landlord reveals
non-compliance, the Tenant shall in addition to its other obligations,
forthwith on demand,pay to the Landlord the full cost of such inspection or
tests as Additional Rent.
Section 9A.02 Copies of Reports
9A.02.01 The Tenant shall provide the Landlord with copies of:
(a) every test result obtained in respect of the test required in compliance
with all Laws or codes;
(b) copies of annual reports required to be sent to the Ministry of the
Environment, the Ministry of Health and Long-Term Care and/or any
Regional Health Inspection Offices and;
(c) all correspondence between the Tenant and the Ministry of the
Environment, the Ministry of Health and Long-Term Care and/or any
Regional Health Inspection Offices with respect to compliance with
applicable Laws or codes.
Section 9A.03 Termination for Default
9A.03.01 Notwithstanding any other provision of this Lease, the Landlord may
terminate this Lease if the Tenant fails to rectify or commence diligently to
rectify (and thereafter proceed diligently to rectify) any breach of Section
9A.01 within forty-eight(48) hours after written notice by the Landlord to
the Tenant.
Section 9A.04 Acknowledgment of Communal Well
9A.04.01 The Tenant acknowledges that the Premises receive water from the Pottery
Well and that this well services various other residential users. The Tenant
shall ensure that its use of the Pottery Well does not interfere with the use
of other users and shall adjust its use in accordance with the Landlord's
•
•
ATTACHMENT# ' TO REPORT# Page 13
/(r, .of. 3(0
written request. At any time,the Landlord may require the Tenant to cease
using the Pottery Well and to find an alternative water supply at the
Tenant's sole cost. Notwithstanding any other provision of this Lease, the
Landlord may terminate this Lease if the Tenant fails to rectify or
commence diligently to rectify and thereafter proceed diligently to rectify
any breach of this section 9A.04.01 within forty-eight (48) hours after
receiving written notice from the Landlord:
9A.04.02 The Landlord shall not be responsible for any damage, loss, disruption or
personal injury to the Tenant or any third parties permitted on the Premises
by the Tenant resulting from the quantity, quality or availability of water
from the Pottery Well or the distribution system.
ARTICLE 10-MAINTENANCE AND REPAIRS
Section 10.01 Landlord Not Obligated
10.01.01 The Premises are leased in"as is"condition, and the Landlord shall not be
obligated to make any repairs or perform any maintenance to the Premises
unless expressly set out.in this Lease
Section 10.02 Tenant's Obligations
10.02.01 The Tenant shall, at its cost, at all times during the Term or any extension
thereof, continuously and diligently keep the Premises in a clean and safe
condition and operate, maintain and repair the Premises, Leasehold
Improvements and all the contents thereof and all Utilities located in or
primarily serving the Premises as would a careful and prudent owner, in
first-class order, condition and repair, and in accordance with all Laws and
the Landlord's requirements.
Section 10.03 Repair By Landlord
10.03.01 If the Premises require repair,replacement or alteration or become damaged
or destroyed through the fault or negligence of the Tenant,or because of the
Tenant's operations, and if the Tenant does not affect the required repair,
replacement or alteration within a reasonable time as determined by the
Landlord, the Landlord may have such repair, replacement.or alteration
effected, and the Tenant shall pay as Additional Rent,the full cost plus an
amount equal to twenty percent(20%)of such cost.
Section 10.04 Reservations by Landlord
10.04.01 The Landlord may,at all reasonable times,
(a) enter the Premises for the purpose of making alterations to:
(i) any part of the Premises,or
(ii) any utility in the Premises on the Date of Commencement or for
which an easement or licence is granted by the Landlord after the
Date of Commencement,
(b) bring onto the Premises and use such machinery, equipment,
materials and workmen as may be reasonably required for making
alterations,
and such entry shall not constitute an eviction of the Tenant from the
Page 14
Premises or re-entry or an interference with the Tenant's possession. TThheACHMENT#�_TO REPORT# C
Rent hereunder shall in no way abate while such alterations are being made. / S
10.04.02 The Landlord may, when necessary in order to make any alterations, cause
temporary obstruction of any pedestrian or vehicular access to the Premises
and may interrupt or suspend the supply of any Utility to the Premises until
such alterations are completed,all without any abatement in Rent.
10.04.03 The Landlord reserves the right to grant any easements or licenses that may
be required, as determined in Her sole discretion. The Tenant agrees to
postpone its interests to any such license or easement granted by the
Landlord.
10.04.04 The Tenant hereby releases the Landlord from any Claim for any Injury or
Damage resulting from any Alteration permitted hereunder; it being
expressly agreed that, notwithstanding Subsection 10.04.01, if such
alterations result in a substantial impediment to the Tenant's operations,the
Tenant, acting reasonably, may request an appropriate abatement in Rent
from the Landlord. The Landlord shall use its reasonable best efforts to
perform such alterations in a manner which does not materially interfere
with the Tenant's use of the Premises.
10.04.05 Notwithstanding the foregoing, the Landlord's alterations shall not
materially reduce the useable area of the Premises after completion. The
parties agree that during the period of alterations the useable area of the
Premises may be reduced as a result of the ongoing work.
ARTICLE 11-ALTERATIONS
Section 11.01 Alterations
11.01.01 The Tenant shall not,nor shall it permit any Person to
(a) make any Alterations, Additional Improvements, or Leasehold
Improvements,,or
(b) add any Utilities to the Premises,
without first submitting to the Landlord the plans, drawings and
specifications (in this article "plans") therefore and any other information
requested by the Landlord, and obtaining the Landlord's prior written
approval in each instance, and further obtaining Her prior written approval
to any change in such plans. The Tenant shall,before proceeding with any
work based on the plans, pay to the Landlord the cost of approving the
plans and any changes thereto.
11.01.02 At the same time as the Tenant submits any plans to the Landlord for Her
approval,the Tenant shall provide Her with satisfactory evidence that it has
obtained an assignment to and irrevocable licence in favour of the Landlord
of the copyright of the plans from the Architect(or Engineer) creating the
plans unless the Landlord waives this requirement in writing. The
agreement providing such assignment and licence shall expressly state that
the Architect(or Engineer) shall not hold the Landlord responsible for any
costs incurred or to be incurred in connection with the preparation of the
plans or their subsequent use by the Landlord, and that the Landlord is
entitled to use the plans for any purpose(s) related to the project which is
the subject matter of such plans at any time without further consent or
payment.
11.01.03 The Tenant,once it commences any Work,shall complete such Work:
•
Page 15
ATTACHMENT# 1 TO REPORT#, b�-1
(a) in a good and workmanlike manner;
(b) strictly in accordance with any terms specified in the Landlord's prior
written approval;
(c) in accordance with the plans as approved;and
(d) free and clear of any worker's compensation levies, liens and
encumbrances whatsoever, against the Landlord's estate or interest in
the Premises and the Leasehold Interest.
11.01.04 It is agreed that the Landlord, acting reasonably, may halt or suspend.the
Work without notice.
11.01.05 Within thirty(30)days of the Landlord determining that any Work which is
the subject matter of the Landlord's prior'written approval is substantially
complete, the Tenant shall deliver to the Landlord two copies of the "as
built"plans for such Work.At the request of the Landlord,the Tenant shall
also deliver copies of any computer files embodying such plans in a format
• acceptable to the Landlord. If the Tenant does not deliver the plans within
the said thirty(30)day period,the Landlord may have such plans prepared,
and the Tenant shall pay as Additional Rent the full cost of having such
plans prepared plus an amount equal to twenty percent(20%)of such costs.
11.01.06 It is agreed that the Landlord's review and approval or non-approval of any
such plans is not for any professional,technical or regulatory purpose but is
only to protect Her interest. The Landlord, in approving or not approving
any plans or in making any inspections of the Work as it progresses is not
making any representations nor is She undertaking any responsibility of a
planning, engineering or architectural nature. The Tenant assumes all such
responsibility. Receipt by the Landlord of any plans or inspection of the
Work as it progresses shall not imply that the Landlord has examined or
approved such plans or the Work nor shall it operate as a waiver of any
rights of the Landlord or operate as'an estoppel against Her in any matter.
The Tenant covenants to indemnify and save harmless the Landlord from
•
all Claims made against the Landlord as a result of Her having reviewed
and approved any plans.
Section 11.02 Contract Security
•
11.02.01 For all alterations, additional improvements and leasehold improvements
contract value of $50,000.00 (excluding the
exceeding an estimated (
Improvements made pursuant to the Permission to Enter Agreement
between the Parties dated October 21,2011),the Tenant shall ensure that all
its contractors as well as its sub-tenants and any sub-contractors shall
•
purchase,provide and maintain for any construction:
(a) fifty percent(50%)Performance Bonds;
(b) Labour and Material Payment Bonds being one hundred percent
(100%) if the construction period provided for in the construction
contract is three (3) months or less, and being fifty per cent (50%) if
such construction period is more than three(3)months.
11.02.02 The Tenant on demand shall provide proof of the existence of such Bonds
to the Landlord. The Landlord shall be named as an obligee pursuant to
such Bond or such Bonds shall,with the consent of the Bonding Company,
be validly assigned to the Landlord.
Page 16
Section 11.03 Builders'Liens ATTACHMENT#f_7-O REPORT#
11.03.01 The Parties hereto agree that the Construction or Builders'Liens legislation /4 'Of 8( ArS
in the Jurisdiction shall have no jurisdiction over the Landlord or Her /6
interest in the Premises and Leasehold Improvements as long as Her
Majesty is the Landlord.
11 03.02 The Tenant covenants that it shall not permit any construction or builder's
' liens to be registered against the title to the Premises or the Leasehold
Interest therein and that it will cause any such liens to be discharged within
fifteen(15) days of receiving notice of such liens. The foregoing shall not
prevent the Tenant or anyone holding any such interest from contesting any
third-party claim.
11.03.03 If the Tenant desires to contest the amount or validity of any lien, it may
pay the amount of the lien into Court and have the lien discharged.
11.03.04 It in the opinion of the Landlord, the Premises or the Tenant's interest
therein may become liable to any forfeiture or sale or is otherwise in
jeopardy, the Landlord may secure the removal of any lien registered, and
any costs incurred by the Landlord for this purpose shall be paid as
Additional Rent by the Tenant with interest at the Interest Rate calculated
from the day the Landlord incurs the cost.
11.03.05 The Tenant covenants to indemnify and save harmless the Landlord for and
from any Claims or costs incurred by the Landlord as a result of
construction or builder's liens affecting the Premises,by or on behalf of any
worker, supplier, contractor or subcontractor of the Tenant or anyone
holding any interest in the Land under the Tenant.
ARTICLE 12-INSURANCE
Section 12.01 Insurance
12.01.01 The Tenant shall,during the entire term of the Lease,purchase and keep in
full force and effect and in the names of the Tenant and the Landlord the
following insurance coverage:
(a) commercial general liability insurance containing provisions adequate
to protect both the Tenant and the Landlord from and against any and
all claims or actions at the instance of third parties for personal injury
(including death) and or for property damage occurring upon the
Lands and the Premises and or elsewhere occasioned directly or
indirectly by any fault, default, negligence, act or omission of the
Tenant or the Landlord and of any other parties for whom in law the
Tenant and/or Landlord may be responsible, such insurance having
personal and bodily injury and property damage limits of liability of
not less than$5,000,000 per occurrence,
(b) all risks (including flood and earthquake) property insurance
containing provisions adequate to protect the Tenant's business
enterprise, on all objects owned or operated by the Tenant or by
others(other than the Landlord)on behalf of the Tenant on the Lands
or relating to or servicing the Lands, with reasonable deductibles of
up to three percent(3%) of the replacement cost of property insured,
and
(c) any other form of insurance and with whatever higher limits the
Landlord reasonably requires from time to time.
Page 17
ATTACHMENT# / TO REPORT#A 01--i(o
4b .of.,,12.01.02 The policy of insurance required by this subsection shall provide that it
shall not be modified or cancelled without at least 30 days prior written
notice to the Landlord and to the Tenant. The Tenant shall deliver a copy of
the policy to the Landlord upon execution of the Lease and shall further
deliver an updated certificate of insurance on commencement of each Lease
Year of the Term and any extension thereof.
12.01.03 The Tenant agrees that, if the Tenant fails to take out or keep any such
Insurance referred to in this Article 12, or should such Insurance not be
approved by the Landlord and should the Tenant not commence diligently
to rectify (and thereafter proceed diligently to rectify) the situation within
forty-eight(48)hours after written notice by the Landlord to the Tenant,the
Landlord has the right, without assuming any obligation in connection
• therewith and without prejudice to any other rights and remedies of the
Landlord under this Lease, to effect any such Insurance at the sole cost of
the Tenant and all outlays by Landlord plus an administration fee of twenty
percent (20%) thereof shall be immediately paid by the Tenant to the
Landlord on the first day of the next month following such payment by the
Landlord.
ARTICLE 13-DAMAGE AND DESTRUCTION
Section 13.01 Property Insurance
13.01.01 If the Premises are damaged or destroyed, in whole or in part,by fire or other
peril,then the following provisions shall apply:
(a) the Tenant shall give the Landlord prompt notice thereof;
(b) if the damage or destruction renders the Premises unfit for occupancy
and impossible to repair or rebuild using reasonable diligence within
120 clear days from the happening of such damage or destruction,
then the Term shall cease from the date the damage or destruction
occurred, and the Tenant shall immediately surrender the remainder
of the Term and give possession of the Premises to the Landlord,and
the Rent from the time of the surrender shall abate;
(c) if the Premises can with reasonable diligence be repaired and
rendered fit for occupancy within 120 days from the happening of the
damage or destruction, but the damage renders the Premises wholly
unfit for occupancy, then the Rent shall not accrue after the day that
such damage occurred and while the process of repair is ongoing,and
the Landlord shall repair the Premises with all reasonable speed, and
the Tenant's obligation to pay Rent shall resume immediately after
the necessary repairs have been completed;
(d) if the Premises can be repaired within 120 days as aforesaid,but the
damage is such that the Premises are capable of being partially used,
then until such damage has been repaired,the Tenant shall continue in
possession and the Rental shall continue in possession and the Rent
shall abate proportionately.
(e) at any time, and for any reason, the Landlord reserves the right to
excise its sole discretion in determining whether to repair or rebuild
the Premises. If the Landlord decides not to repair or rebuild the
Premises,the Term shall cease and the Tenant shall not be required to
pay Rent for the date the destruction or damage occurred
•
• Page 18
ATTACHMENT# / TO REPORT#AS
13.01.02 Any question as to causation and/or to the degree of damage or destruction or
the period of time required to repair or rebuild shall be determined by a °Z 1 .°f. 3(_ 61-/(p
consultant retained by the Landlord. 7�
13.01.03 Apart from the provision of this Article 13,there shall be no abatement from
or reduction of the Rent on account of damage or destruction, nor shall the
Tenant be entitled to claim against the Landlord for any damages, general or
special, caused by fire,water,sprinkler systems,partial or temporary failure or
stoppage of services or utilities or from any cause whatsoever.
13.01.04 Any repair or rebuilding by the Landlord hereunder to the Premises shall be
made solely in the discretion of the Landlord acting reasonably,provided that
if the useable area of the Premises is materially reduced following the
completion of the repair or rebuilding, the Rent shall abate proportionately.
The parties agree that during the period of alterations the useable area of the
Premises may be reduced as a result of the ongoing work and the Tenant shall
not be entitled to an abatement of Rent.
13.01.05 If the Premises are damaged or destroyed by fire or other peril as the result of
negligence on the part of the Tenant, their employees, invitees, contractors or
anyone to whom the Tenant is responsible at law, then the following
provisions shall apply:
(a) the Tenant shall give the Landlord prompt notice thereof;
(b) the Tenant shall proceed promptly at its own cost to repair or reconstruct
the Premises to a state of good order and,repair in which the Tenant was
required to maintain them immediately prior to the damage or
destruction;
(c) this Lease shall continue in full force and effect,without any abatement
or reduction of Rent,notwithstanding any present or future law or statute
to the contrary;
•
(d) . the Premises shall, as a minimum, be repaired or reconstructed to the
same height, volume, floor area, general form, mass, condition and
quality as existed prior to the date of damage or destruction;
(e) the Tenant shall comply with all provisions of this Lease applicable to
alterations,and
(f) any repairs or rebuilding shall be done using materials and workmanship
at least equivalent in value and quality to those existing at the Premises
prior to such damage or destruction.
ARTICLE 14-LIABILITY,RELEASE AND INDEMNITY
Section 14.01 Landlord Not Responsible
•
14.01.01 The Tenant acknowledges that the Landlord, as long as the Landlord is Her
Majesty in right of Canada,is self-insured and there is no policy of insurance
to cover the Landlord's liability as owner.
14.01.02 The Tenant acknowledges and agrees that the Landlord shall not be liable or
responsible for any Injury to any Person (including death) or for Damage of
any nature whatsoever to the Tenant or any other Person in respect of any
occurrence on or after the Date of Commencement, arising from any act or
omission of the Tenant or its staff, licenses, invites, or permitted guests, in,
upon,at or relating to the Premises or any part thereof or from the ownership,
Page 19
Q of-1
ATTACHMENT# TO REPORT#o Spancy or use of the Premises or any part thereof by the Tenant including,
(90? .of. 310 without limitation:
(a) any damage to any property (including loss of use thereof) of the
Tenant or of any other Person,
•
(1) from any cause whatsoever if such property is located in or
on the Premises or any part thereof;and
(ii) if such Damage is caused by or results from any use of or
any operation, occurrence or omission on the Premises, if
such property is not located on the Premises;
(b) any Damage to the Premises or the contents thereof;
(c) any Damage caused or contributed to by reason of the condition of
or any interruption, cessation, unavailability or failure in any
utility,service,system or road;
(d) any Injury(including death)or Damage insured against or required
to be insured against by the Tenant except where the Injury
(including death) or Damage arises out of or in connection with
any fault, default, negligence, act or omission of the Landlord or
Her agent, servant, employee,contractor or any other Person for
whom the Landlord is in law responsible;
(e) any Injury(including death) or Damage caused by,resulting from,
arising out of or in connection with any fault, default,negligence,
act or omission of the Landlord, or Her agent, servant, employee,
contractor or any other Person for whom the Landlord is in law
responsible, not insured against but required to be insured against
by the Tenant;and
(f) any Injury(including death) or Damage caused by,resulting from,
arising out of or in connection with the ownership, occupancy or
use of the Premises or any part thereof including any Claims
against the Landlord or the Tenant resulting from occupiers
liability.
• 14.01.03 Notwithstanding any of the foregoing,nothing in this lease shall absolve the
Landlord from liability for any injury or damage resulting from the fault,
default, negligence or omission of the Landlord or any Person from when
the Landlord is in law responsible.
14.01.04 The Tenant further acknowledges that the liability of the Landlord,if any,
will be subject to the provisions of the Crown Liability and Proceedings
Act,R.S.C. 1985,as amended from time to time.
Section 14.02 Release and Indemnity
14.02.01 The Tenant hereby expressly releases the Landlord from any and all Claims
whatsoever which the Tenant would be entitled to advance but for this
release, and covenants and agrees to indemnify and save harmless the
Landlord from and against any and all claims, demands, losses, liabilities,
obligations and expenses(including legal costs)the Landlord may suffer or
incur by reason of any claim asserted by any Person resulting or arising out
of or relating to:
(a) the Premises and Utilities and any act, omission, misconduct,
default or negligence of the Tenant, its agents, contractors,
employees and servants;
•
Page 20
(b) any breach, violation or non-performance of any coven TO REPORT#�}
condition, agreement or obligation in this Lease on the part oACH�ENT#
Tenant; c9 3 .of. 0140
(c) the occupancy or u,se of the Premises and Utilities by the Tenant,
its agents, contractors, employees, servants, licensees or anyone
permitted to be on the Premises and for whom in law the Tenant
may be responsible;
(d) directly or indirectly from the state or condition or any activity or
event occurring in,upon or about the Premises;
(e) any inability to develop any part of the Premises for any reason
whatsoever;
(f) any substance:
(i) which is present on the Premises at any time during the Term
or any extensions thereof or after the expiry or termination of
this Lease,or •
(ii) which was released,spilled,leaked or flowed from the Lands
any time during the Term or after the expiry or termination
of this Lease provided it was present on the Lands prior to
the expiry or termination of this Lease and which causes or
contributes to an adverse environmental condition.
Section 14.03 Tenant to Defend Action
14.03.01 The Tenant shall, whenever the Landlord is made a party to any legal
proceeding in respect of a Claim to which the Tenant's obligation to
indemnify the Landlord under this Lease extends, if so requested by the
Landlord, defend such legal proceeding in the name of the Landlord and
pay all Costs;provided that the Tenant may not compromise,or satisfy any
such legal proceeding without the Landlord's consent which consent may
be unreasonably withheld.
ARTICLE 15—LAWS AND CONTROL
Section 1 5.01 Compliance,with all Laws
15.01.01 In complying with the requirements of this Lease, the Tenant covenants
with the Landlord to comply with all applicable Laws of governmental
authorities and to conduct its business in accordance with and comply with
any direction or certificate or occupancy permit issued pursuant to any
applicable Law by any public officer.
15.01.02 The Landlord shall not be responsible to the Tenant for non-observance or
violation of any Law by any other Person.
15.01.03 The Tenant shall,upon receipt,deliver to the Landlord a copy of any notice
of non-compliance with or violation of any applicable Law, and shall
promptly commence to remedy such non-compliance or violation and with
due diligence complete such action within a reasonable period of time.
15.01.04 The Tenant hereby authorizes the Landlord to make inquiries of any
governmental agency with respect to the Tenant's compliance with any Law
pertaining to the Tenant and to the Premises or any business conducted
thereon; and the Tenant covenants that it will, on demand, provide to the
Landlord such written authorization as She may reasonably require.
ATTACHMENT# r TO REPORT#N 01. r( Page 21
.of. 3(o
15.01.05 The Tenant acknowledges that the Landlord is subject to the federal Access
to Information Act and the federal Privacy Act.
Section 15.02 Copies of Reports
15.02 The Tenant shall provide the Landlord with copies of:
(a) every test result obtained in respect of a test required in compliance
with all Laws;
(b) copies of annual reports required to be sent to public authorities in
compliance with applicable Laws.
Section 15.03 Termination for Default
15.03 Notwithstanding any other provision of this Lease, the Landlord may
terminate this Lease if the Tenant fails•to rectify or commence diligently to
rectify(and thereafter proceed diligently to rectify)any breach of Article 15
within two-(2) business days after written notice by the Landlord to the
Tenant.
ARTICLE 16-ENVIRONMENT
Section 16.01 Compliance with Environmental Laws
• 16.01.01 The Tenant shall not cause or permit any Deleterious Substance to be
brought onto or used on the Premises, any business or undertaking on the
Premises, or the use of or activity on the Premises which may cause or
contribute to an adverse environmental effect with respect to the Premises,
the surrounding area or the environment.
16.01.02 The Tenant shall, at its own cost, comply with, and shall ensure that all
Transferees comply with, all Laws and codes relating to environmental
matters requiring the Tenant to take any action in respect of the release or
leaking of any Deleterious Substance into the Premises or the groundwater
or surface water,or from the Premises onto any adjacent property,land, air
or water,or which results in any Deleterious Substance being released into
the environment, or requiring a clean-up of any Deleterious Substance or
the remedying of any damage caused by such Deleterious Substance, and
shall immediately give written notice to the Landlord of the occurrence of
any event in the Premises constituting an offence thereunder or a breach of
this provision and, if any such event shall happen, the Tenant shall, at its
own cost:
(a) immediately notify the Landlord and thereafter give the Landlord
from time to time written notice of the extent and nature of the
Tenant's or the Transferee's compliance with the following
provisions of this section, -
(b) promptly correct any Work which is not in conformity and
compliance with all Laws or codes, or cease any activity which is not
in conformity and compliance with all Laws or codes, and if
requested by the Landlord, obtain a certificate from an independent
consultant approved by the Landlord, verifying the complete and
proper compliance with the requirements of all Laws or codes or, if
• such is not the case, reporting as to the extent and nature of any
failure to comply with the foregoing provision;
Page 22
ATTACHMENT# ' TO REPORT#,(
• (c) promptly cease any activity which causes or permits any Deleterious S .of_3( of
Substance to be released or leaked into the Premises,the groundwater �p
or surface water, or from the Premises onto any adjacent property,
land,air or water,or which results in any Deleterious Substance being
released into the environment; and verifying that this activity has
ceased;
(d) remedy any damage to the Premises (including surface water and
groundwater),adjacent property,or adjacent land,air or water caused
by any action or failure to act occurring in the Premises or caused by
the performance or lack of performance of any of the Tenant's
obligations under this Article 16.
16.01.03 If any governmental authority having jurisdiction requires the cleanup of
any Deleterious Substance held, released, leaked, abandoned, flowing into
•
or placed in the Premises (including surface water and groundwater) or
released, leaked or flowing from the Premises onto adjacent property, or
adjacent land,air or water or released into the environment,then the Tenant
shall, at its own cost prepare all necessary studies,plans and proposals and
submit them to the Landlord for approval, provide all bonds and other
security required by such authorities and carry out the Work required,keep
the Landlord fully informed with respect to proposed plans and the Work,
and comply with the Landlord's reasonable requirements with respect to the
plans and Work.The Tenant further agrees that if the Landlord determines,
in Her'sole discretion, that Her property or Her reputation is placed in
jeopardy by the requirement for any such Work,the Landlord may Herself
undertake such Work or any part thereof and the Tenant shall forthwith pay
to the Landlord the cost of the Work plus twenty percent (20%) of such
cost.
Section 16.02 Landlord's Right to Environmental Assessment
16.02.01 The Landlord may, at any time, enter the Premises to determine the
existence of any Deleterious Substance in the Premises (including surface
water and groundwater)or whether any Deleterious Substance is released or
leaks from the Premises and which may cause or contribute to an adverse
environmental effect,and for such purpose the Landlord may carry out any
tests in the Premises. The Landlord will use best efforts to minimise the
effects of the testing on the Tenant. If any assessment,which.the Landlord
causes to be done,determines that there is an adverse environmental effect,
the Tenant shall, in addition to its other obligations, forthwith on demand,
pay to the Landlord the full cost of such assessment as Additional Rent.
Section 16.03 Tenant to Perform
16.03.01 The Tenant shall,promptly on notice,at its cost,carry out and conclude any
Work required by applicable Laws or codes,or requested by the Landlord to
remedy any adverse environmental effect caused or contributed to by
(a) the existence of any Deleterious Substance in the Premises(including
groundwater and surface water);
(b) the release or leaking of any Deleterious Substance from the
Premises;
(c) the release or leaking of any Deleterious Substance into the sewer
system, storm drains or surface drainage facilities at or on the
Premises;or
(d) any act or omission of any Person.
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ATTACHMENT# TO REPORT#/,S 0/—C(
.of.3 r Section 16.04 Landlord May Perform
p If the Tenant fails to promptly commence and diligently complete any Work
it is required to perform pursuant to Sections 16.01 or 16.03,the Landlord
may enter the Premises and perform any such Work at the cost of.the
Tenant, but having commenced such Work, the Landlord shall not be
obligated to complete it. No such entry shall be deemed a re-entry under
this Lease or a breach of the covenant for quiet enjoyment.
Section 16.05 Ownership of Deleterious Substances
16.05.01 If the Tenant brings, permits, creates or uses in the Premises any
Deleterious Substance or if the conduct of any business or any other activity
in the Premises or the use of the Premises causes there to be any substances
in the Premises which cause or contribute to any adverse environmental
effect, then, notwithstanding any provision of this Lease or rule of law to
the contrary, such Deleterious Substance or substances shall be and remain
the sole and exclusive property of the Tenant,notwithstanding the degree of
affixation of such Deleterious Substance or substances or the goods
containing them to the Premises and notwithstanding the expiry, surrender
or early termination of this Lease.
16.05.02 To the extent that the performance by the Tenant of the obligations
contemplated in this Article 16 requires access to the Premises after the
expiry, surrender or early termination of this Lease, the Tenant shall have
such access only upon such terms and conditions as the Landlord may from
time to time specify, and the Landlord may,at the Tenant's cost,undertake
the performance of any Work in order to complete such obligations of the
Tenant, but having commenced such Work the Landlord shall not be
obligated to complete it.
Section 16.06 Bond for Deleterious Substances
16.06.01 At least one (1) year prior to the termination or expiry of this Lease, the
Tenant shall,at its own cost,engage an independent consultant approved by
the Landlord to perform an environmental assessment of the Premises to:
(a) determine the existence and extent of any Deleterious Substance in
the Premises (including surface water and groundwater), or being
released or leaked from the Premises into adjacent premises, land,
air or water,or into the environment;
(b) establish the estimated cost (including the usual contingencies)to
clean up such Deleterious Substance or repair the damage caused
by it and, in either case, returning the Premises or damaged
property to a condition which is in compliance with.environmental
laws and codes.
The Tenant shall ensure that the independent consultant provides the
Landlord with a copy of the environmental assessment immediately after its
completion.
16.06.02 Should the environmental assessment reveal that the Premises have been
environmentally damaged due to the presence of a Deleterious Substance or
as a result of any use or occupation of the Premises or that a Deleterious
Substance is being released or leaked from the Premises, the Tenant shall
forthwith post a bond in the name of the Landlord and in the amount
contemplated by Section 16.06.01(b)as security for the Tenant's remedying
any adverse environmental effect.
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ATTACHMENT# 1 TO REPORT#A. 6/
°?7 .of.3
co 16.06.03 The Tenant shall, at its cost, promptly commence the Work required to
remedy any such adverse environmental effect and thereafter continue such
Work to completion within a reasonable time.If the Tenant fails to do so or
thereafter to diligently pursue to completion the remedying of such adverse
environmental effect, the Landlord may, at the Tenant's cost, Herself
undertake the performance of any necessary Work, calling on the bond
referred to in s. 16.06.02,but having commenced such Work,the Landlord
shall not be obligated to complete it.
•
ARTICLE 17-DEFAULT
Section 17.01 Tenant's Default
17.01.01 Notwithstanding any Laws to the contrary, each of the following shall
constitute an event of default("Event of Default"):
(a) the Tenant defaults in the payment of any Rent on the day
appointed and such default continues for three (3) Business Days
after the Landlord's written notice;
(b) any of the goods and chattels of the Tenant are at any time seized
in execution or attachment by any creditor of the Tenant;
(c) an Event of Bankruptcy has occurred with respect to the Tenant;
(d) the Tenant enters into an Assignment or Sublet of this Lease
without the prior written consent of the Landlord;
(e) the Tenant ceases to use the Premises for their stated purposes;
(f) the Premises are vacated or remain unoccupied for fifteen (15)
consecutive days;
(g) any breach. of the representation or warranty provisions of this
•Lease;
(h) the Tenant fails to observe any of the covenants and obligations in
this Lease to be observed by it (other than the payment of Rent)
and such failure continues for a period of fifteen(15)days(or such
shorter period as may be specified in this Lease for a particular
default) after the Landlord's written notice of such failure(herein
"Notice of Default'). If any default under this paragraph (h)
reasonably requires more time to cure than the fifteen days
required therein the Tenant shall not be in default provided that the
curing of the default is promptly commenced upon receipt of the
Notice of Default,and with due diligence is thereafter continued to
completion and is completed within a reasonable time and
provided that the Tenant keeps the Landlord well informed at all
•
times of its progress in curing the default.
17.01.02 The occurrence of an Event of Default shall give rise to the rights in
relation thereto set out in s. 17.02 to s. 17.03 inclusive.
Section 17.02 Landlord's Rights
17.02.01 Where there is an Event of Default,it shall be lawful for the Landlord,at
Her option:
Page 25
ATTACHMENT# TO REPORT#
a g .o f. ( (a) with or without entry,to terminate this Lease,and all the rights of the
Tenant shall terminate upon the date of receipt of a notice of
termination;
(b) to enter the Premises for the purpose of curing any default of the
Tenant, and the Tenant shall permit such entry, and the Tenant shall
pay, as Additional Rent, all Costs of the Landlord in curing any
default, plus a sum equal to twenty percent (20%) thereof and
together with interest on the total amount at the Interest Rate as
defined,but the Landlord shall not be obligated to cure or continue to
cure such default, it being understood that the Landlord shall not be
liable to the Tenant for any loss or damage to the Tenant's stock or
business caused while curing or attempting to cure any default of the
Tenant;
(c) to pay on behalf of the Tenant, when due, any moneys which the
Tenant has covenanted to pay under this Lease other than a sum
payable to the Landlord, and the Tenant shall reimburse the Landlord
• for any amount so paid together with interest thereon at the Interest
Rate as defined;
(d) to restrain the Tenant by injunction;
(e) to deny the Tenant services such as the supply of electricity, water
etc.;and
(f) to claim Damages from the Tenant, including consequential and
indirect damages.
17.02.02 Whenever the Tenant shall be in default in the payment of any money
hereunder,the Landlord may,without notice or any legal process enter upon
the Lands and seize, remove and sell the Tenant's property therefrom and
seize,remove and sell any property at any place to which the Tenant or any
other Person may have removed it,in the same manner as if it had remained
upon the Lands.
•
17.02.03 All Costs incurred by the Landlord as a result of any default by the Tenant
shall forthwith on demand be paid by the Tenant as Additional Rent
together with interest, at the rate for rent in arrears, from the date any such
Costs are incurred until they are fully paid.
17.02.04 The Landlord may use such force as She deems necessary for the purpose of
gaining entry to and retaking possession of the Premises, and the Tenant
hereby releases the Landlord from all actions, claims and demands
whatsoever in respect of any such entry or any loss or Damage in
connection therewith.
•
17.02.05 Notwithstanding any Laws to the contrary,whenever re-entry is specifically
permitted under any provision of this Lease, the Landlord's rights and the
Tenant's obligations shall not be affected. •
17.02.06 The Tenant agrees that if the Landlord is not able to deliver a Notice of
Default or a Notice of Termination to the Tenant's last address, She may
affect notice on the Tenant by posting it in the Premises, and such notice
shall be deemed to have been given from the date it is so posted.
17.02.07 If the Landlord re-enters or this Lease terminates prior to the end of the
term of the Lease:
•
Page 26
ATTACHMENT# ± TO REPORT#
(a) notwithstanding any such termination or the Term thereby becoming
forfeited, the provisions of this Lease relating to the consequences of .of. 31
Of—/c
termination shall survive; I ( �/
(b) Rent shall immediately become due and be paid up to the time of such
re-entry,or termination together with an amount equal to the Rent for
the next ensuing three (3) months and the reasonable expenses of the
Landlord as hereinafter defined;
•
(c) the Landlord may re-let the Premises for a term to be fixed at Her
discretion;
(d) the Landlord may require the Tenant to pay monthly on the first day of
each month following such re-entry or termination and until the
expiration of the original Term any deficiency between:
•
(i) the aggregate of the monthly installment of Rent which would
otherwise have been payable for that calendar month;and
(ii) the net amount of any rents received on account of the re-letting of
the Premises;and
(e) the Tenant shall pay such Costs as the Landlord may incur in re-letting
the Premises.
17.02.08 The Tenant hereby waives;
(a) the benefit of any present Laws, statutory or otherwise, which in any
way may take away or diminish the Landlord's right to terminate this
Lease or re-enter into possession of the Premises in pursuance of Her
rights or remedies in this Lease;and
(b) any rights of redemption granted by or under any present Laws,
statutory or otherwise, in the event of the Tenant being evicted or
dispossessed, or the Landlord obtaining possession of the Premises by
reason of the violation by the Tenant of any of the terms or conditions
of this Lease or otherwise.
Section 17.03 Remedies not Exclusive
17.03.01 The rights and remedies of the Landlord specified in this Lease are
cumulative and are in addition to Her rights and remedies at law or in
equity or by statute,and are not exclusive or dependent upon any other right
or remedy. The right of the Landlord to claim arrears of Rent and loss or
damages against the Tenant shall survive the surrender or termination of
this Lease. .
ARTICLE 18-FORCE MAJEURE
Section 18.01 Force Majeure
18.01 To the extent that either party is.unable, in good faith, to fulfill or is
delayed or restricted in fulfilling any of its obligations under this Lease by
an event of Force Majeure,such party shall be relieved from the fulfillment
of the part of its obligations affected by Force Majeure while it lasts,
provided that the Tenant notifies the Landlord within five (5) Business
Days of the commencement of any event which is an event of Force
Majeure and provides the Landlord with a description of the facts and
circumstances of the event of Force Majeure and the action to be taken to
•
ATTACHMENT# I TO REPORT# b1-1� Page 27
.Of. 3 minimize the delay, all of which, in the opinion of the Landlord,justifies
the delay.
18.02 Notwithstanding an event of Force Majeure,the party affected shall proceed
with the performance of its obligations not thereby affected.
18.03 The provisions of this Article shall not excuse the Tenant from the payment
of any Rent or any other obligation under this Lease including the
obligation with respect to Insurance.
ARTICLE 19-ASSIGNMENT AND SUBLETTING
Section 19.01 Prohibition against Assignment or Subletting
19.01.01 The Tenant shall not assign or sublet this Lease without the Landlord's
•
prior written consent.
Section 19.02 Assignment by Landlord
19.02.01 In the event of the sale, lease or other disposition by the Landlord of the
Land,or the assignment by the Landlord of this Lease or any interest herein
to the extent that the purchaser, lessee or assignee assumes the covenants
and obligations of the Landlord, the Landlord shall be relieved of all
liability with respect to such covenants and obligations. The Tenant shall,
upon request,attom in writing to such successor-in-interest.
ARTICLE 20-SUCCESSORS AND ASSIGNS
Section 20.01 Binding on Successors
20.01.01 Subject to Article 19,this Lease and all its covenants and agreements shall
be binding upon and enure to the benefit of the parties hereto and to any
their successors.
ARTICLE 21=ADDITIONAL PROVISIONS
Section 21.01 Additional Rights of Landlord
21.01.01 The Landlord is entitled from time to time, during normal business hours
and in the presence of a representative of the Tenant,to enter the Premises
in order to;
(a) inspect the Premises in order to determine the extent of compliance
with all applicable Laws and this Lease;
(b) enforce any provision of this Lease;
(c) carry out any of Her rights;
(d) show the Premises to prospective purchasers, encumbrances,
tenants or assignees and, during the last twelve(12)months of the
Term,to place upon them a notice of reasonable dimensions being
• reasonably placed,stating that the Premises are for sale or for rent.
21.01.02 Notwithstanding any other provision herein, the Landlord may enter the
Premises at any time where, in the Landlord's judgment, there is a real or
Page 28
ATTACHMENT# f TO REPORT#Ag
apprehended emergency or danger to persons or property. In this event, if � Of.3 0 0/-f(
the Tenant is not personally present to open and permit entry into the
Premises, the Landlord may, without notice or resort to any legal process,
forcibly enter the Premises without rendering Her liable therefore, and
without in any manner affecting the obligations and covenants of this Lease.
21.01.03 Except where the Landlord intends to terminate this Lease,no entry by the
Landlord into the Premises or anything done in or for the Premises by the
Landlord pursuant to any right or remedy granted by this Lease or at law
shall constitute a breach of any covenant for quiet enjoyment contained in
this Lease or implied by law or(except where expressed by the Landlord in
writing) a re-entry into the Premises, or an interference with the Tenant's
possession,or be deemed to be a forfeiture,surrender or termination of this
Lease, or an actual or constructive eviction, or a derogation from the
Landlord's grant.
21.01.04 Nothing in this Lease shall be construed to impose upon the Landlord any
obligation,responsibility or liability whatsoever for the maintenance or
repair of the Premises except as otherwise herein specifically provided.
Section 21.02 Notices
21.02.01 All notices or other communication required or permitted by this Lease
shall be in writing and shall be delivered or sent by an acceptable means to
an acceptable address.Acceptable means are:
(a) delivery during normal business hours to the person who is the
addressee or to a person responsible for receiving communications
in the addressee's office, in which case it is effective when
delivered;
(b) delivery by registered mail, in which case it is effective when the
postal system obtains a signature accepting delivery,and
(c) electronic transmission to the addressee's office,in which case it is
effective when receipt is acknowledged by a specific message to
that effect.
21.02.02 The acceptable addresses are
(a) in the case of the Landlord:
Transport Canada
4900 Yonge Street,4th Floor
Toronto,Ontario M2N 6A5
Attention:Perry Papadatos
Regional Manager,Pickering Site Operations
Telephone:416-952-4068
(c) in the case of the Tenant:
The Corporation of the City of Pickering
One The Esplanade
Pickering,Ontario L1V 6K7'
Attention:City Clerk
// Page 29
ATTACHMENT# l TO REPORT#f(S)
3 al.of. c
Telephone:905-420-4660
with a copy to: •
Lindsay Narraway,Supervisor,Animal Services at the Lands
Such addresses may be changed from time to time by either party giving
written notice as above provided.
•
Section 21.03 Amendments
21.03.01 No amendment to this Lease shall have any effect unless it is in writing and
is signed by both the Landlord and the Tenant.
Section 21.04 No Partnership or Joint Venture
•
21.04.01 The parties hereto expressly disclaim any intention to create a partnership,
joint venture or principal and agent relationship and agree that nothing in
this Lease nor any acts on their part constitute them as partners, joint
ventures or principal and agent in any way, nor shall any such acts create
any relationship other than that of Landlord and Tenant, and the Tenant
shall not represent itself to be an agent of the Landlord.
Section 21.05 Members of House of Commons Not to Benefit
21.05.01 No member of the House of Commons shall be admitted to any share or
part of this Lease or to any benefit to arise therefrom.
Section 21.06 Waiver
21.06.01 The failure of the Landlord to insist on the strict performance of any •
provisions or to exercise any right under this Lease shall not be construed as
a waiver for the future of any such provisions or right or any other provision
or right, or as a waiver of any subsequent breach. The consent by the
Landlord to any act by the Tenant requiring such consent shall not be
construed as a waiver of the requirement of such consent to any subsequent
similar act. The acceptance of Rent by the Landlord shall not be deemed a
waiver of any preceding breach by the Tenant of any term of this Lease,
regardless of the Landlord's knowledge of such preceding breach, and no
term of this Lease shall be deemed to have been waived by the Landlord
unless such waiver is in writing signed by the Landlord.
Section 21.07 Further Assurances
21.07.01 The parties hereto shall execute such further assurances as may reasonably
be required to give effect to any provision of this Lease.
• Section 21.08 Registration
21.08.01 If the Tenant registers this Lease, all relevant Costs shall be the
responsibility of the Tenant, it being agreed that upon the surrender or
termination of this Lease,the Tenant shall at its cost remove and discharge
this Lease from the title.
Section 21.09 Bribes
21.09.01 The Tenant hereby represents and warrants that it has not, nor has any
person on its behalf, given, promised or offered to any Member of the
House of Commons or to any official or employee of the Landlord, for or
Page 30 ATTACHME1 T#
---TO REPORT
IM.S Ot—/ro
with a view to obtaining this Lease,any bribe,gift or other inducement and 33 .Of.3/
that it has not,nor has any person on its behalf,employed any person,other �p
than a recognized real estate broker,to solicit or secure this Lease upon any
agreement for a commission,percentage,brokerage or contingency fee.
Section 21.10 Dispute Resolution
21.10.01 In the event of disagreement arising out of this Agreement, the parties
hereto agree, that prior to having recourse, to a court of competent
jurisdiction to resolve a dispute, the parties will try to resolve their
differences, and will consider alternative dispute resolution processes
before resorting to litigation.
Section 21.11 Parking and Maintenance of Premises
21.11.01 The Tenant shall have use of that portion of the parking lot appurtenant to
the west side of the building for the purposes of parking. The Tenant agrees
to allow the public access to mailboxes located within the parking area.
21.11.02 The Tenant shall be responsible at its sole cost and expense for all interior
and exterior maintenance of the Premises including without limitation the
• - parking areas and all walkways incident thereto. The Tenant is responsible
for the maintenance of all lawns and for snow and ice removal from the
parking area, all existing walkways, sidewalks, and stairs on the Leased
Premises.
Section 21.12 Counterparts
21.12.01 This Agreement may be executed in two or counterparts, each of which
together shall be deemed an original, but all of which together shall
constitute one and the same instrument. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a".pdf'format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the
same force and effect as if such facsimile or".pdf'signature page were an
original thereof.
•
•
•
ATTACHMENT# / TO REPORT# fS 01— (( Page 31
.of.
IN WITNESS WHEREOF,
THE LANDLORD has executed this agreement on the day of
,2016.
THE TENANT has executed this agreement on the day of
,2016.
•
•
HER MAJESTY THE QUEEN IN RIGHT OF
CANADA as represented by the Minister of
Transport
•
Per: PERRY PAPADATOS
Regional Manager,
Pickering Site Operations
THE CORPORATION OF THE CITY OF
PICKERING
Per:
Per:
We have authority to bind the Corporation.
Page 32
ATTACHMENT# 1 TO REPORT# S 0/ f(e,
SCHEDULE"A" 35— .of. )
DESCRIPTION OF LAND J
•
Description of the Land-All of PWGSC PIN 614728
Description of All of PWGSC PIN 614728
•
That parcel or tract of land situate,lying and being in the City of Pickering.in the Regional
Municipality of Durham containing by measurement 0.5 acres more or less,being Lots 3
and 4,Registered Plan No. 10(formerly part of Lot 19,Concession 6,Geographic
Township of Pickering)more fully described in Instrument Number 194949 and includes a
•
2 storey brick building outlined on the Plan attached and referenced as PIN 614728.
PWGSC PIN 614728 is part of the Durham Land Registry Office(No.40)property
identifier number 26388—0065(LT).
The second floor of the main building does not form part of the Premises.
Page 33
ATTACHMENT# I TO REPORT# A S
SCHEDULE"B" 3o .of. 3(, C4-1(.0
PLAN OF SITE(SHOWING ALL EXISTING IMPROVEMENTS)
SCHEDULE B: PIN 614728 PIN ACREAGE Total=0.5 Acres
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