HomeMy WebLinkAboutOES 35-02
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Report Number: OES 35-02
Date: September 9, 2002
REPORT TO THE
Finance & Operations committee
From:
Richard Holborn, P, Eng.
Division Head, Municipal Property & Engineering
Stephen Reynolds
Division Head, Culture & Recreation
Subject:
Lease Agreements:
Lease No.: 614201-1 - Don Beer Memorial Park
Lease No.: 614658-1 - Brougham Community Centre
Lease No.: 614280-2 - Museum
Lease No.: 614725-1 - Brougham Parkette
File: RTC OES 35-02
Recommendation:
1.
That Report OES 35-02 regarding Lease Agreements be received; and that;
2.
The draft By-laws for execution of Leases between the City and Her Majesty the
Queen in Right of Canada, respecting the above Lease Agreements for the term
from February 1, 2002 to January 31, 2007, be forwarded to Council for
approval.
Executive Summary: Public Works and Government Services Canada are
requesting the City of Pickering to approve newly drafted lease agreements for the
above properties. These properties, which are currently occupied by the City of
Pickering, are part of lands expropriated by the Federal Government for the purpose of
an airport. These agreements expired in 1996 and after numerous contacts by City
staff, draft Lease Agreements for these properties have been recently received for
review and approval.
Financial Implications: 2002 - 2007 Current Budget - Parks Maintenance - $1,500
per year (estimate).
Rental per annum per property - $10.00 plus G.S.T.
-~-
Report OES 35-02
Date: September 9, 2002
19
Subject:
Lease Agreements
Don Beer Memorial Park - No. 614201-1
Brougham Community Centre - No. 614658-1
Museum - No. 614280-2
Brougham Parkette - No. 614725-1
Page 2
Background: The City currently occupies these premises under written Leases
which expired in 1996. The new Leases, for a further five (5) year term, from February
1,2002 to January 31,2007, is similar in all material respects to the existing Leases.
Report DES 35-02
Date: September 9, 2002
19
Subject: Lease Agreements
Don Beer Memorial Park - No. 614201-1
Brougham Community Centre - No. 614658-1
Museum - No. 614280-2
Brougham Parkette - No. 614725-1
Page 2
Background: The City currently occupies these premises under written Leases
which expired in 1996. The new Leases, for a further five (5) year term, from February
1,2002 to January 31,2007, is similar in all material respects to the existing Leases.
The enactment of the draft by-laws attached will authorize the execution of the Leases
which forms Schedule A to that by-law.
Attachments:
1.
2.
Draft by-laws (4)
Sample Lease Agreement
Prepared By:
Approved I Endorsed By:
~BI~= 1'/~
Supervisor, Fleet Operations &
Special Projects (acting)
'"
Stephen Rey I
Division Head, Culture & Recreation
RH/SR:bk
Approved I Endorsed By:
//j}/U~'IC.t ~i- ße?~
~ .
¡¡¡{ Everett untsma
If' Director, Operations & Emergency Services
Attachments
Copy: Chief Administrative Officer
'\'
Recommended for the
Pickering City Cou
,
r
.>
20
ATTACHMENT# I TOREPORT# DE S 35-..02..-
--Lot l
THE CORPORATION OF THE CITY OF PICKERING
BY-LAW NO.
Being a by-law to authorize the execution of
a Lease between the City and Her Majesty
the Queen in Right of Canada, respecting
part of Lot 18, Concession 6, Pickering
(Don Beer Memorial Park; 2002/2007)
WHEREAS, pursuant to the provisions of section 208.57 of the Municipal Act, RS.O.
1980 chapter 302, the council of a municipality may pass a by-law for acquiring,
maintaining and operating parks and community recreation centers;
NOW THEREFORE THE COUNCil OF THE CORPORATION OF THE CITY OF
PICKERING HEREBY ENACTS AS FOllOWS:
3. The Mayor and Clerk are hereby authorized to execute a Lease between the
Corporation of the City of Pickering and Her Majesty the Queen in Right of
Canada, in the form attached hereto as Schedule A, for the use of that part of
Lot 18, Concession 6, Pickering, described therein as Don Beer Memorial
Park from February 1,2002 to January 31,2007.
BY-LAW read a first, second and third time and finally passed this 7th day of October,
2002.
Wayne Arthurs, Mayor
Bruce Taylor, Clerk
ATTACHMENT# '2J TOREPORT# DES ~--o2-
1 of I
THE CORPORATION OF THE CITY OF PICKERING
21
BY-LAW NO.
Being a by-law to authorize the execution of
a Lease between the City and Her Majesty
the Queen in Right of Canada, respecting
part of Lot 18, Concession 5, Pickering
(Brougham Community Centre; 2002/2007)
WHEREAS, pursuant to the provisions of section 208.57 of the Municipal Act, RS.O.
1980 chapter 302, the council of a municipality may pass a by-law for acquiring,
maintaining and operating parks and community recreation centers;
NOW THEREFORE THE COUNCil OF THE CORPORATION OF THE CITY OF
PICKERING HEREBY ENACTS AS FOllOWS:
1. The Mayor and Clerk are hereby authorized to execute a Lease between the
Corporation of the City of Pickering and Her Majesty the Queen in Right of
Canada, in the form attached hereto as Schedule A, for the use of that part of
Lot 18, Concession 5, Pickering, described therein as Brougham Community
Centre, from February 1,2002 to January 31, 2007.
BY-LAW read a first, second and third time and finally passed this 7th day of October,
2002.
Wayne Arthurs, Mayor
Bruce Taylor, Clerk
ATTACHMENT # 3 TOREPORT# oes 3S-Oz...,
-Lof I
22
THE CORPORATION OF THE CITY OF PICKERING
BY-LAW NO.
Being a by-law to authorize the execution of
a Lease between the City and Her Majesty
the Queen in Right of Canada, respecting
part of Lot 19, Concession 5, Pickering
(Museum; 2002/2007)
WHEREAS, pursuant to the provisions of section 208.57 of the Municipal Act, RS.O.
1980 chapter 302, the council of a municipality may pass a by-law for acquiring,
maintaining and operating parks and community recreation centers;
NOW THEREFORE THE COUNCil OF THE CORPORATION OF THE CITY OF
PICKERING HEREBY ENACTS AS FOllOWS:
4. The Mayor and Clerk are hereby authorized to execute a Lease between the
Corporation of the City of Pickering and Her Majesty the Queen in Right of
Canada, in the form attached hereto as Schedule A, for the use of that part of
Lot 19, Concession 5, Pickering, described therein as the Museum, from
February 1,2002 to January 31,2007.
BY-LAW read a first, second and third time and finally passed this 7th day of October,
2002.
Wayne Arthurs, Mayor
Bruce Taylor, Clerk
ATTACHMENT#J-, TOREPORT# DES ~-"o2.-
t of \
THE CORPORATION OF THE CITY OF PICKERING
23
BY-LAW NO.
Being a by-law to authorize the execution of
a Lease between the City and Her Majesty
the Queen in Right of Canada, respecting
part of Lot 19, Concession 6, Pickering
(Brougham Parkette; 2002/2007)
WHEREAS, pursuant to the provisions of section 208.57 of the Municipal Act, RS.O.
1980 chapter 302, the council of a municipality may pass a by-law for acquiring,
maintaining and operating parks and community recreation centers;
NOW THEREFORE THE COUNCil OF THE CORPORATION OF THE CITY OF
PICKERING HEREBY ENACTS AS FOllOWS:
2. The Mayor and Clerk are hereby authorized to execute a Lease between the
Corporation of the City of Pickering and Her Majesty the Queen in Right of
Canada, in the form attached hereto as Schedule A, for the use of that part of
Lot 19, Concession 6, Pickering, described therein as Brougham Parkette,
from February 1,2002 to January 31, 2007.
BY-LAW read a first, second and third time and finally passed this 7th day of October,
2002.
Wayne Arthurs, Mayor
Bruce Taylor, Clerk
ATTACHMENTt 5 TOREPORT.. 0 es 35-<> 2-
1 of .3 'L..
24
LEASE
DON BEER MEMORIAL PARK
Pickering, Ontario
THE CORPORATION OF THE CITY OF
PICKERING
AND
HER MAJESTY THE QUEEN IN RIGHT OF
CANADA
OPW 10 No. 614201-1
Page 2
ATTACHMENT. ~ TO REPORT' DES 35-ö."2..
~ of.2L
ARTICLE I - DEFINITIONS AND INTERPRETATIONS ................,...................................................... 4
SECTION 1.01 DEFINITIONS ..........................................................................................................................4
SECTION 1.02 EXTENDED MEANINGS..................................................................... ......................................6
SECTION 1.03 ENTIRE AGREEMENT...................................................... ........................................................7
SECTION 1.04 SCHEDUlES............................................................................................................................ 7
SECTION 1.05 LAW.......................................................................................................................................7
SECTION 1.06 TIME OF TIlE ESSENCE ...........................................................................................................7
ARTICLE 2- GRANT ....................................................................................................................................7
SECTION 2.01 GRANT......................................................................."""""""""""""""""""""""""""""'" 7
25
ARTICLE 3 - USE........................................................................................................................................" 7
SECTION 3.01 USE............................................................................................................,............................ 7
SECTION 3.02 NUISANCE...............................................................................................................................7
SECTION 3.03 ADVERTISING....................................................................""""""""""""""""""""""""""" 8
ARTICLE 4 - TERM......................................................................................."""""""""""""""""""""""" 8
SECTION 4.01 TERM AND RiGHT To TERMINATE """""""""""""""""""""""""""""""OO""""OO"'OO""""" 8
SECTION 4.02 SURRENDEROR TERMINATION...............................................................................................8
SECTION 4.03 REMOVAL OF MOVEABLE PROPERTY """""""""""""""""""""""""""""""""""""""""'" 8
SECTION 4.04 REMOVAL OF IMPROVEMENTS """"""""""""""""""""""""""""""""""'"........................9
SECTION 4.05 OBUGATIONS SURVIVE ExpIRY, SURRENDER OR TERMINATION .......oo.................................. 9
SECTION 4.06 OVERHOLDING.....................................................................................................................10
ARTICLE 5 - QUIET ENJOYMENT ................................................................................"......................10
ARTICLE 6 - NET LEASE """""""""""""""""""""""""""""""""""""""""""""""'"........................10
SECTION 6.01 NET LEASE """"""""""""""""""""""""""""""""""""""""""""""""""""""""""""'" 10
ARTICLE 7 - RENT.....................................................................................................................................11
SECTION 7.01 GENERAL PROVISIONS """""""""""""""""""""""""""""""""""""".............................. 11
SECTION7.02 RENT....................................................................................................................................11
SECTION 7.03 MAN"NEROFPAYMENT.........................................................................................................11
SECTION 7.04 INTEREST ON ARREARS OF RENT .......................................................................................... 11
ARTICLE 8- TAXES ..................................................................................................................................12
SECTION 8.01 REAL PROPERTY TAXES """"""""""""""""""""""""""""""""""""""""".....................12
SECTION 8.02 OTHER TAXES ...............................................................................""""""""""""""""""'" 12
SECTION 8.03 GoODS AND SERVICES .TAX................................................................................................. 12
ARTICLE 9.. UTlLffiES ........................................................................................................................... 13
SECTION 9.01 LANDWRD NOT OBUGATED ................................................................................................ 13
SECTION 9.02 TENANT TO PAY FOR UTILmES ............................................................................................ 13
SECTION9.03 SUSPENSIONOFUTIUTIES....................................................................................................13
ARTICLE 10 - MAINTENANCE AND REPAIRS ...................................................................................13
SECTION 10.01 LANDWRDNoTOBUGATED .............................................................................................13
SECTION 10.02 TENANT'S OBUGATIONS....................................................................................................14
SECTION 10.03 REPAIR By LANDWRD """"""""""""""""""""""""""""""""""""""""...................... 14
SECTION 10.04 REsERVATIONS BY LANDLORD ............................oo............................................................ 14
ARTICLE 11 - ALTERATIONS.................................................................................................................15
SECTION 11.01 ALTERATIONS ....................................................................................................................15
SECTION 11.02 CONTRACT SECURITY ........................................................................................................ 16
SECTION 11.03 BUILDERS' LIENS.........................................................................""""""""""""""""""" 16
ARTICLE 12 - INSURANCE ................................................................................................."""""""""'" 17
SECTION 12.01lNsURANCE......................................................................................................................... 17
ARTICLE 13 - DAMAGE AND DESTRUCTION ....................................................................................18
SECTION 13.01 PROPERTY INSURANCE ..............................................................................."""""""""""" 18
ARTICLE 14 - LIABILITY, RELEASE AND INDEMNITY ..................................................................19
SECTION 14.01 LANDLORD NOTRESPONSffiLE............................................................. ...............................19
SECTION 14.02 RELEASE AND INDEMNITY .................................................................................................. 19
SECTION 14.03 TENANT TO DEFEND ACTION .............................................................................................. 20
ARTICLE 15 - LAWS AND CONTROL...................................................................................................20
SECTION 15.01 COMPLIANCE WITH ALL ..LAWS........................................................................................... 20
ARTICLE 16 - ENVIRONMENT ...............................................................................................................21
Page 3
ATTACHMENT. 5 toREPORTI9ES 3~--ð¿
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26
SECTION 16.01 COMPLIANCE WITH ENVIRONMENTAL LAWS....................................................................... 21
SECTION 16.02 LANDLORD'S RIGHT TO ENVIRONMENTAL AUDIT................................................................ 22
SECTION 16.03 TENANT TO PERFORM ......................................................................................................... 22
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 EXCLUSNE............................................................................................,... 26
ARTICLE 18 - FORCE MAJEURE ........................................................................................................... 26
ARTICLE 19 - ASSIGNMENT AND SUBLETTING............................................................................... 27
SECTION 19.01 PROHIBITION AGAINST ASSIGNMENT OR SUBLETTING ........................................................ 27
SECTION 19.02 NOTICE OF ASSIGNMENT OR SUBLET ................................................................................. 27
SECTION 19.03 ASSIGNMENT BY LANDLORD.............................................................................................. 28
ARTICLE 20 - SUCCESSORS AND ASSIGNS ........................................................................................ 28
SECTION 20.01 BINDING ON SUCCESSORS AND ASSIGNS ............................................................................ 28
ARTICLE 21 - ADDITIONAL PROVISIONS ........................................................................-................ 28
SECTION 21.01 ADDJTIONALRIGHTS OF LANDLORD ...................................................................................28
SECTION 21.02 NOTICES ............................................................................................................................. 29
SECTION 21.03 AMENDMENTS ......................................................................,.............................................30
SECTION 21.04 No PARTNERSHIP OR JOINT VENTURE ..............................."............................................... 30
SECTION 21.05 MEMBERS OF HOUSE OF COMMONS NOT TO BENEFIT................................................;........ 30
SECTION 21.06 W ANER..............................................................................................................................32
SECTION 21.07 FURTIIERAssURANCES .......................................................,.............................................. 30
SECTION 21.08 REGISTRATION .........................................................................................................."........ 30
SECTION 21.09 BRIBES................................................................................................................................30
SECTION 21.10 DISPUTE RESOLUTION................................................................. ........................................31
Schedule A.........................Description of Lands
Schedule B............ ... ...... ....Plan of Site
THIS LEASE made the Twenty-third (23rd) day of January 2002.
Page 4
ATTACHMENT. 5 TOREPORT#oES 35-02-
~ of .J;L
BETWEEN:
27
HER MAJESTY THE OUEEN IN RIGHT OF CANADA, represented
by the Minister of Public Works and Government Services Canada, ("the
Landlord")
OF THE FIRST PART
AND:
THE CORPORATION OF THE CITY OF PICKERING,
("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 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.
"Building" means the frame one storey, 75 square metre, sports equipment shed located on
the lands. .
"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).
"Date of Commencement" means the first (1st) day of February 2002.
"Damage" means any loss of or damage to property and includes:
(a)
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.
Page 5
ATTACHMENT" 5 TO REPORT" dES 35-0 ¿
5 of ....i:l.
28
"Deleterious Substance" means any substance which pursuant to any law is deleterious or
hazardous to persons; animals, fish, plants, property, soil, water or the environment,
including pesticides and herbicides.
"Engineer" means a person who is appointed by, but who is at arm's length from the
Tenant and is licensed to practice public engineering in the Jurisdiction.
"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 perfonnance of any obligation under this Lease.
"GST" 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 Tenn.
"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 February I and ending on
January 31.
"Leasehold Improvements" means all equipment installed and alterations made by the
Tenant or any Occupant which serve the Premises whether or not easily disconnected or
moveable, and includes production equipment, 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.
"Minimum Rent" means the rent payable by the Tenant pursuant to Section 7.02.
"Minister" means the Minister of Public Works and Government Services Canada and
includes any of the following:
(a)
a Person acting for; or ifthe office vacant, in place of, the Minister of Public Works
and Government Services Canada
(b)
his successors in office,
(c)
and his lawful deputy.
"Moveable Property" means chattels, goods, supplies and materials
"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.
Page 6
ATTACHMENT# 5 TOREPORTtI t'ES £-02-
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"Premises" means the Land, building(s) and all Utilities serving the Premises.
29
"Real Property Taxes" means all taxes and assessments of every kind whatsoever that are
imposed trom 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 theretrom against
(a)
(b)
the Premises; and
includes any taxes or other amounts, which are paid instead of, or in lieu of, or in
addition to, any such taxes and assessments.
"Rent" means all Minimum 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.
"Term" has the meaning ascribed to it in Section 4.01.01.
"UtiIity(ies)" means utilities and services, well water and/or municipal water and all
related systems, facilities and equipment.
"Work" means all material and services furnished or performed pursuant to this 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
1.02.02
1.02.03
1.02.04
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 trom 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 ofIegal proceedings.
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 trom time to time",
and, with regard to the Premises and the Land, "in" shall be read as "on",
"in", "over", "under', "through" or "across".
Words importing the singular number include the plural number and vice
versa and words importing gender include the masculine, feminine and
neuter genders.
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 duly done or made if done or made on the next
following Business Day.
Page 7
ATTACHMENT# 5 TOREPORT#óES .35-Ò¡
1 of~
30
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
SCHEDULES "A" and "B" inclusive are attached to and form part of this
Lease:
SCHEDULE "A"- Description of Land
SCHEDULE "B" - Plan of Site
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.
ARTICLE 2 - GRANT
Section 2.01 Grant
ill 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 fÌ'om the Landlord the Premises
in "as is" condition for the Term.
ARTICLE 3 - USE
Section 3.01 Use
The Tenant shall use the Premises only for the purpose of a public
playground 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 significant nuisance to any Person on any
lands or premises or to the public generally.
Page 8
ATTACHMENT# 5 TO REPORT# t£S §-ð2-
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Section 3.03 Advertising
31
Throughout the Term hereby granted or any extension thereof, the Tenant
shall not construct, erect, place or install on the outside of or on the
Premises any poster, sign or display, electrical or otherwise, without fIrst
obtaining the consent, in writing, of the Landlord, which consent shall not
be unreasonably withheld.
ARTICLE 4 - TERM
Section 4.01 Term and Right to Terminate
4.01.01
The term of this Lease shall be for fIve years ("Term"). The Term
commences on the Date of Commencement, and, unless earlier terminated
pursuant to other provisions hereof, ends on the Thirty-first day of January
2007.
4.01.02
The Landlord reserves the right to terminate this Lease at any time during
the currency of the Lease for any purpose, as determined by the Minister by
giving the Tenant one year notice in writing signed by or on behalf of the
Minister.
Section 4.02 Surrender or Termination
On expiry of the Term or any extension thereof, 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
tree 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 Lease shall then terminate.
Section 4.03 Removal of Moveable Property
Except as otherwise provided in this Lease, the Tenant shall, on expiry of
the Term or any extension thereof 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 fees 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 becoming 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.
32
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ATTACHMENT# 5 TOREPORT#OES 3~-O2-
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Section 4.04 Removal of Improvements
4.04.01
4.04.02
4.04.03
Subject to Section 16.05, the Building and any and all improvements made
to the Building during the Term and Utilities are fixtures to the Premises
and are the absolute property of the Landlord.
Subject to Section 16.05, all Leasehold Improvements which are fixtures to
the Premises shall become the absolute property of the Landlord on the
expiry of the Term or any extension thereof, or any period of overholding,
or on the surrender or early termination of this Lease, without any
compensation to the Tenant.
At any time prior to expiry of the Term or any extension thereof, 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 that the whole or any part of any
Leasehold Improvement which is a fixture, must be removed, in which
event,
(a)
prior to expiry of this Lease if the Landlord's notice is received
prior to such the expiry, or
(b)
within thirty (30) days of such notification, if the Landlord's notice
is received on or after such expiry, or
(c)
within thirty (30) days of such notification or in the event of any
overholding, the Tenant shall, at its own cost, in the case of any
Leasehold Improvements, remove any such improvement and repair
any damage made in constructing, erecting or removing it and leave
the area upon which had stood in a similar condition to which
existed prior to its 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
Notwithstanding the expiry, surrender or termination of this Lease in any
manner,
(a)
the Tenant remains liable to the Landlord for any loss or Damage
suffered by the Landlord and other Persons arising from this Lease,
and
(b)
the obligations ofthe 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)
Article 16 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
Page 10
ATTACHMENT# 5 TOREPORT# Of.S 3S-02....
1 0 of ..3i.
Section 4.06 Overholding
4.06.01
4.06.02
33
If the Tenant remains in possession of the Premises after the expiry of the
TelTIl 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 telTIlS as set forth in this Lease
(including the payment of Rent), except that the monthly minimum rent
shall be an amount equal to the aggregate of
(a)
two hundred percent (200%) of the Rent payable for the last month
of the TelTIl,
(b)
Additional Rent for the current month.
The Tenant shall promptly indemnify and save hannless the Landlord ITom
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.
ARTICLE 5 - QUIET ENJOYMENT
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
perfonns all of the covenants, telTIlS and conditions hereunder, the Tenant
shall peaceably and quietly hold and enjoy the Premises for the TelTIl
without hindrance or interruption by the Landlord or any other Person
lawfully claiming under the Landlord.
Section 6.01 Net Lease
ARTICLE 6 - NET LEASE
6.01.01
6.01.02
The Tenant agrees that the Premises are leased in "as is" condition and this
Lease shall be an absolutely net lease to the Landlord. 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)
the Premises and their contents, use or occupancy,
(b)
the activity carried on therein, and
(c)
the carrying out of any construction or maintenance and the making
of any alterations or repairs in the Premises.
The Tenant acknowledges that any amount and any obligation with respect
to the Premises which is not expressly declared in this Lease to be the
responsibility of the Landlord, shall be the sole responsibility of the Tenant
to be paid or perfonned in accordance with the telTIlS of this Lease. The
Tenant agrees that it has examined the Premises and is familiar with the
condition and pennitted use thereof.
Page 11
ATTACHMENT# 6 TOREPORT# OES ~-o¿
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34
ARTICLE 7 - RENT
Section 7.01 General Provisions
The Tenant covenants that it shall, during the Tenn or any extension
thereof, pay to the Landlord Rent in accordance with the tenns of this
Lease.
Section 7.02 Rent
7.02.01
For Lease Years One through Five inclusive, the Tenant shall pay:
Minimum Rent in the amount of$10.00 plus GST, per annum, the receipt
and sufficiency of which is herein aclmowledged, is payable in full on July
1, of each and every year of the Tenn; and
7.02.02
For Lease Years One through Five inclusive, the Tenant shall pay:
Additional Rent in the amount being the total of the Real Property Taxes
payable by the Tenant, as detennined by the Landlord, for each and every
Lease Year of the Tenn.
Every amount so detennined shall be due and payable within sixty days
next following delivery to the Tenant of an invoice in the amount of the
Real Property Taxes applicable to each Lease Year of the Tenn.
Section 7.03 Manner of Payment
7.03.01
The Tenant shall pay all 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:
Property Management Branch
Department of Public Works and Government Services
Brougham, Ontario
LOR IAO
or to such other payee or address as the Landlord may, ftom time to time
designate in writing.
7.03.02
Any payment by the Tenant of any Rent, any Additional Rent or an amount
less than the monthly payment of 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 ftom 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 of the Rent reserved in this Lease and the remedies
7.04.02
7.04.03
7.04.04
Page 12
ATTACHMENT# r;; TOREPORT# OE.S 35-6Z/
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available to the Landlord relating to Rent herein and at law shall apply
mutatis mutandis thereto.
,~ I'"~
v~
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.
All interest shall be compounded monthly and shall apply retroactively
from the date it is due.
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 Real Property Taxes
8.01.01
Subject to section 7.02, the Landlord shall, on or before its due date, pay to
the taxing authority and shall discharge all Real Property Taxes or charges
imposed in lieu thereof including any fine, interest and cost related thereto.
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 hnprovement, 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:
whether any such tax, other charge or license fee is imposed by any federal,
provincial, municipal, school or other authority.
Section 8.03 Goods and Services 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 transfer or goods and
services tax or otherwise (collectively, "G.S.T."). If the applicable
legislation requires that any G.S.T. is to be collected by the Landlord, the
36
Page 13
ATTACHMENT# 5 TO REPORT#~-DL
.J.L of ~
amount of the G.S.T. 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
fi.-om time to time require. Despite any other provision of this Lease, the
amount or amounts fi.-om 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
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
9.02.02
9.02.03
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 stonn
sewage, to the point of connection designated by the Landlord.
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.
The Tenant shall ensure any septic tank(s) servicing the Premises is/are
emptied as required and at the end of the Tenn or other tennination at its
sole cost and expense.
Section 9.03 Suspension of Utilities
9.03.01
9.03.02
The Tenant shall not make any Claims or bring any action against the
Landlord, and the Tenant hereby releases the Landlord fi.-om any Claims for
an Injury or any Damage by reason of any interruption, in whole or in part,
fi.-om whatever cause arising in the supply of any utilities serving the
Premises, whether supplied by the Landlord or by others.
In the event that the welles) servicing the Premises run dry, or is, or
becomes polluted, the Tenant will be solely responsible for all costs to
locate and/or supply any alternative water or water source.
ARTICLE 10 - MAINTENANCE AND REPAIRS
Section 10.01 Landlord Not Obligated
The Landlord shall not be obligated to make any repairs or perform any
maintenance to the Premises.
Page 14
ATTACHMENT# 5 TO REPORT# ðE.~ 3Ç(J¿
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Section 10.02 Tenant's Obligations
~~7
The Tenant shall, at its cost, at all times during the Term, 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
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 effect 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 license 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
Premises or a re-entry or an interference with the Tenant's possession. The
Rent hereunder shan in no way abate while such alterations are being made.
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, an without any abatement in Rent.
10.04.03
The Landlord reserves the right to grant any easements or licenses that may
be required by it determined in its 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.
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Page 15
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/15 of ~ t./
Section 11.01 Alterations
ARTICLE 11 - ALTERATIONS
11.01.01
11.01.03
11.01.04
11.01.05
11.01.06
The Tenant shall not, nor shall it pennit any Person to
(a)
make any alterations, 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") therefor and any other infonnation
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.
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 license in favour of the Landlord
of the copyright of the plans from the Arcilltect (or Engineer) creating the
plans unless the Landlord waives this requirement in writing. The
agreement providing such assignment and license shall expressly state that
the Arcilltect (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 willch is
the subject matter of such plans at any time without further consent or
payment.
The Tenant, once it commences any Work, shall complete such Work
(a)
in a good and workmanlike manner,
strictly in accordance with any tenns specified in the Landlord's
prior written approval,
(c)
in accordance with the plans as approved, and
(d)
tree 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.
It is agreed that the Landlord, acting reasonably, may halt or suspend the
Work without notice.
Within thirty (30) days of the Landlord determining that any Work willch 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 program embodying such plans in a
fonnat 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.
11.01.07
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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 hannless the Landlord ftom
all Claims made against the Landlord as a result of Her having reviewed
and approved any plans.
39
Section 11.02 Contract Security
11.02.01
11.02.02
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)
one hundred percent (100%) 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.
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.
Section 11.03 Builders' Liens
11.03.01
11 03.02
11.03.03
11.03.04
The Parties hereto agree that the Construction or Builders' Liens legislation
in the Jurisdiction shall have no jurisdiction over the Landlord or Her
interest in the Premises and Leasehold Improvements as long as Her
Majesty is the Landlord.
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 ftom contesting any
third-party claim.
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.
If, 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
ftom the day the Landlord incurs the cost.
40
11 .03.05
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ATTACHMENT# 5 TOREPORT# DES 3S-o¿.,
I 7 of 34
The Tenant covenants to indemnifY and save hannless the Landlord for and
ITom any Claims or costs incUITed 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.
Section 12.01 Insurance
ARTICLE 12 - INSURANCE
12.01.01
12.01.02
12.01.03
The Tenant shall, during the entire tenn 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 ÍÌ'om and against any and all claims or actions at
the instance of third parties for personal injury and or for
property damage occurring upon the Lands and Premises 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
OCCUITence,
(b)
all risks (including flood and earthquake) property
insurance containing provisions adequate to protect a
commercial 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,
(c)
business inteITllption insurance, for any periods that the
Premises are not operational due to extensive repairs as a
result of damage or destruction of any portion of the
Leasehold Improvements, and
(d)
any other fonn of insurance and with whatever higher limits
the Landlord may reasonably require ITom time to time.
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 ofthe Tenn.
The Tenant agrees that, if the Tenant fails to take out or keep any such
fusurance refeITed 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
Page 18
ATTACHMENT# 5 TOREPORT# Db-:> 35-02-
{~ of-ZL.
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.
41
ARTICLE 13 - DAMAGE AND DESTRUCTION
Section 13.01 Property Insurance
13.01.01
13.01.02
13.01.03
In the event of damage to or destruction of any portion of the Premises;
(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 (such repair or reconstruction being referred
to as "Damage Repair") and
(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.
In the event of any Damage Repair, except with the approval of the
Landlord,
(a)
the building shall, as a minimum, be repaired or reconstructed to the
same height, volume, floor area, general fonn, mass, condition and
quality as existed prior to the date of damage or destruction,
(b)
the Tenant shall comply with all provisions of this Lease applicable
to alterations, and
(c)
the Damage Repair shall be done using materials and workmanship
at least equivalent in value and quality to those incorporated into the
building immediately prior to such damage or destruction.
Notwithstanding Subsection 13.01.01, if in the opinion of the Landlord
there shall be complete or substantial destruction of the building (the
"Event") and if the Event shall occur during the last two (2) years of the
Tenn, the Landlord shall have the right to tenninate this Lease (the
"Landlord's Tennination Option") within 30 days after the Event.
If the Landlord exercises the Landlord's Tennination Option, the Tenant
shall:
(a)
at its cost, if requested by the Landlord, properly fill, level, clear
and compact the site;
(b)
pay to the Landlord all Rent due and payable to the date of
tennination;
(c)
deliver vacant possession of the Premises fÌ'ee and clear of any
mortgages, charges and encumbrances; and
(d)
the Proceeds of Insurance relating to the building shall be paid to
the Landlord.
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ARTICLE 14 - LIABILITY, RELEASE AND INDEMNITY
Section 14.01 Landlord Not Responsible
14.01.01
14.01.02
14.01.03
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.
The Tenant acknowledges and agrees that the Landlord shall not be liable
or responsible for any Injury to any Person 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 ollÙssion in,
upon, at or relating to the PrellÙses or any part thereof or from the
ownership, occupancy or use of the Premises or any part thereof including,
without lillÙtation;
(a)
any Damage to any property (including loss of use thereof) of the
Tenant or of any other Person
(i)
from any cause whatsoever if such Property
is located in or on the PrellÙses or any part thereof; and
(ii)
if such Damage is caused by or results from
any use of or any operation, occurrence or ollÙssion on the
Premises, if such Property is not located on the Premises;
(b)
any Damage suffered by the Premises or the contents thereof;
(c)
any Damage caused or contributed to by reason of the condition of
or any inteITUption, cessation, unavailability or failure in any
utility, service, system or road;
(d)
any Injury or Damage insured against or required to be insured
against by the Tenant;
(e)
any Injury 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 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.
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, RS. 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 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
Page 20
ATTACHMENT# 5 TO REPORT# DES ~..()~
'-..0 of ..J.i....
incur by reason of any claim asserted by any person resulting or arising out
of or relating to: .
43
(a)
the Premises and Utilities and any act, omission, misconduct,
default or negligence of the Tentant, its agents, contractors,
employees and servants
(b)
any breach, violation or non-perfonnance of any covenant,
condition, agreement or obligation in this Lease on the part of the
Tenant or of the Landlord
(c)
the occupancy or use of the Premises and Utilities by the Tenant,
its agents, contractors, employees, servants, licensees or anyone
pennitted 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 after the expiry or tennination of this Lease, or
(ii)
which was released, spilled, leaked or flowed from the Lands
any time during the Tenn 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
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 15.01 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 shall conduct its business in accordance with and comply
with any direction or certificate or occupancy pennit 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.
44
15.01.03
15.01.04
15.01.05
Page 21
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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.
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.
The Tenant acknowledges that the Landlord is subject to the federal Access
to Information Act and the federal Privacy Act.
ARTICLE 16 - ENVIRONMENT
Section 16.01 Compliance with Environmental Laws
16.01.01
16.01.02
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.
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 uom 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
uom 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 uom 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;
(c)
promptly cease any activity which causes or pencits any
Deleterious Substance to be released or leaked into the Premises,
the groundwater or surface water, or uom 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;
16.01.03
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(d)
remedy any damage tothe 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.
45
If any governmental authority having jurisdiction requires the clean up 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 patent (20%) of such cost.
Section 16.02 Landlord's Right to EnvironmentalAudit
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 pmpose the Landlord may carry out any
tests in the Premises. If any audit, 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 audit 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.
46
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Section 16.04 Landlord May Perform
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
16.05.02
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.
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 trom
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 Bondfor Deleterious Substances
16.06.01
16.06.02
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 audit 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 trom 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 audit immediately after its
completion.
Should the environmental audit 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
16.06.03
Page 24
ATTACHMENT# 5 TOREPORT#oeS,3Ç-O2-
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forthwith post a bond in the name of the Landlord and in the amount
contemplated by Section l6.06.0l(b) as security for the Tenant's remedying
any adverse environmental effect.
47
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
17.01.02
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 ofthe 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;
(t)
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 continuously
prosecuted to completion and is completed with in a reasonable
time and provided that the Tenant keeps the Landlord well
informed at al times of its progress in curing the default.
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.
48
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Section 17.02 Landlord's Rights
17.02.01
17.02.02
17.02.03
17.02.04
17.02.05
17.02.06
Where there is an Event of Default, it shall be lawful for the Landlord, at
Her option:
(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
derIDed, 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 ftom the Tenant, including consequential and
indirect damages.
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 therefÌ'om 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.
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, fÌ'om the date any such
Costs are incurred until they are fully paid.
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 fÌ'om all actions, claims and demands
whatsoever in respect of any such entry or any loss or Damage in
connection therewith.
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.
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
effect 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
17.02.08
Page 26
ATTACHMENT#.5 TOREPORT# ðGS 35".02-
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It the Landlord re-enters or this Lease tenninates prior to the end of the tern
of the Lease:
49
(a)
notwithstanding any such tennination or the Tenn thereby
becoming forfeited, the provisions of this Lease relating to the
consequences of termination shall survive;
(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 tern 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 tennination and until
the expiration of the original Term any deficiency between:
(i)
the aggregate ofthe monthly instalment 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
reletting of the Premises; and
(e)
the Tenant shall pay such Costs as the Landlord may incur in re-
letting the Premises.
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
tenninate 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 tenus or
conditions of this Lease or otherwise.
Section 17.03 Remedies not Exclusive
18.01
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
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 ITom 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
50
18.02
18.03
Page 27
ATTACHMENT# 5 TOREPORT# OGS 3S-0l-
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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 minimize the delay,
all of which, in the opinion of the Landlord, justifies the delay.
Notwithstanding an event of Force Majeure, the party affected shall proceed
with the performance of its obligations not thereby affected.
The provisions of this Article shall not excuse the Tenant from the payment
of any Rent or any other obligation under this Lease including and
obligation with respect to Insurance.
ARTICLE 19 - ASSIGNMENT AND SUBLETTING
Section 19.01 Prohibition against Assignment or Subletting
19.01.01
19.01.02
The Tenant shall not assign or sublet this Lease without the consent of the
Landlord, which may be unreasonably withheld.
In consenting to an assignment or sublet of this Lease, the Landlord may
impose any additional conditions She considers advisable, including the
payment of an administrative fee and the negotiation of increased monthly
rent and for processing such consent, further restrictions on the purposes for
which the Premises may be used, as well as the condition that any options
to renew or to extend the Term, any rights of first refusal or options on
additional space, any restrictive covenants, or any other special rights which
were granted to the Tenant, be rescinded.
Section 19.02 Notice of Assignment or Sublet
19.02.01
19.02.02
19.02.03
19.02.04
19.02.05
19.02.06
If the Tenant intends to enter into an assignment or sublet of this Lease, it
shall give prior written notice to the Landlord of such intent together with
such credit, financial and business information as the Landlord requires,
and shall subsequently submit to the Landlord an executed copy of such
assignment or sublet which shall provide that it is subject to the Landlord's
consent.
The application for consent to an assignment or sublet ofthis Lease shall be
in writing and shall set out the proposed effective date.
The Landlord shall not be obligated to consider any assignment or sublet by
the Tenant, if there exists an Event of Default as defined in Article 18.
Such consent shall be prepared by the Landlord or Her solicitors. Any cost
incurred by the Landlord in determining whether to give Her consent and
executing the consent document shall be paid by the Tenant as Additional
Rent prior to the Landlord executing such consent document.
Such consent by the Landlord to an assignment or sublet of this Lease shall
not constitute a permission to enter into any further assignments or sublets
of this Lease.
Any assignment or sublet of the Lease by the Tenant without the Landlord's
consent shall be null and void.
19.02.07
19.02.08
19.02.09
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Notwithstanding the Landlord's consent to an assignment or sublet of this
Lease, the Tenant shall remain liable to the Landlord for all its obligations
under this Lease.
51
The Tenant agrees that its only remedy in respect of the Landlord's
withholding of consent shall be an application to a court of competent
jurisdiction for a declaration that such consent should be given.
The Tenant hereby releases the Landlord from all Claims whatsoever for
having withheld Her consent, in any matter requiring the Landlord's
consent for which She withholds consent, originally withholds consent and
subsequently gives consent or for which a court of competent jurisdiction
determines that such consent should have been given.
Section19.03 Assignment by Landlord
19.03.01
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, attorn in writing to such successor-in-interest.
ARTICLE 20 - SUCCESSORS AND ASSIGNS
Section 20.01 Binding on Successors and Assigns
20.01.01
Section 21.01
21.01.01
21.01.02
Subject to Article 20, 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 and permitted assigns.
ARTICLE 21 - ADDITIONAL PROVISIONS
Additional Rights of Landlord
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, encumbrancers,
tenants or assignees and, during the last twelve (12) months of the
Term, to place upon them a notice of reasonable dimensions and
reasonably placed stating that the Premises are for sale or for rent.
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
apprehended emergency or danger to persons or property. In this event, if
the Tenant is not personally present to open and permit entry into the
52
21.01.03
21.01.04
Section 21.02
21.02.01
Page 29
ATTACHMENT# 5 TO REPORT# 6{¿~ 3~-D2..
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Premises, the Landlord may, without notice or resort to any legal process,
forcibly enter the Premises without rendering Her liable therefor, and
without in any manner affecting the obligations and covenants of this Lease.
Except where the Landlord intends to tenninate 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, sUlTender or tennination of this
Lease, or an actual or constructive eviction, or a derogation from the
Landlord's grant.
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.
Notices
All notices or other communication required or pennitted 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 nonnal 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:
Minister of Public Works and Government Services Canada
5070 Sideline 22
P.O. Box lA
General Delivery
Brougham, Ontario
LOH lAD
Fax:(905) 649-2773
(b)
in the case of the Tenant:
The City of Pickering
Pickering Civic Complex
One The Esplanade
Pickering, Ontario
L1 V 6K7
Fax: (905) 420-4650
Such addresses may be changed from time to time by either party giving notice
as above provided.
Section 21.03
21.03.01
Section 21.04
21.04.01
Section 21.05
21.05.01
Section 21.06
21.06.01
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53
Amendments
No amendment to this Lease shall have any effect unless it is in writing and
is signed by both the Landlord and the Tenant.
No Partnership or Joint Venture
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
venturers 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 itselfto be an agent of the Landlord.
Members of House of Commons Not to Benefit
No member of the House of Commons shall be admitted to any share or
part of this Lease or to any benefit to arise therefÌ'om.
Waiver
The failure of the Landlord to insist on the strict perfonnance 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 tenn of this Lease,
regardless of the Landlord's knowledge of such preceding breach, and no
tenn 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
Section 21.08
21.08.01
Section 21.09
21.09.01
The parties hereto shall execute such further assurances as may reasonably
be required to give effect to any provision of this Lease.
Registration
If the Tenant registers this Lease, all relevant Costs shall be the
responsibility of the Tenant, it being agreed that upon the surrender or
tennination ofthis Lease, the Tenant shall at its cost remove and discharge
this Lease fÌ'om the title.
Bribes
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
with a view to obtaining this Lease, any bribe, gift or other inducement and
that it has not, nor has any person on its behalf, employed any person, other
54
Section 21.10
21.10 .01
Page 31
ATTACHMENT# 5 TOREPORT# 61::5 35..()~
3 of 3cf
than a recognized real estate broker, to solicit or secure this Lease upon any
agreement for a commission, percentage, brokerage or contingency fee.
Dispute Resolution
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.
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55
IN WITNESS WHEREOF
THE LANDLORD has executed this agreement on the
,2002.
day of
THE TENANT has executed this agreement on the
,2002.
day of
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
THE CORPORATION OF THE CITY OF PICKERING
Per:
Per:
HER MAJESTY THE QUEEN IN RIGHT OF CANADA
Per:
RON RICHARDS
PROJECT SITE MANAGER
PUBLIC WORKS AND GOVERNMENT SERVICES CANADA
PICKERING LANDS SITE
Per:
56
Page 33
SCHEDULE "A"
Description of Land
Description - PWC Property PIN 614201
....
ATTACHMENT # 5 TO REPORT# ~S 3S -02-
33 of 3~
All that parcel or tract of land situate on, lying in and being part of Lot 18, Concession 6,
in the City of Pickering, in the Regional Municipality of Durham, in the Province of
Ontario, comprising 3.13 acres more or less, being more fully described in registered title
instrument number 40368.
Page 34
SCHEDULE "B"
Plan of Site
ATTACHMENT# 5" lOREPORT#ðG$ 35--62-
3L{ of ~
57