3754 Schedule "A" - Lease Extension and Amending Agreement - 31 Earle StreetLll794
LEASE EXTENSION AND AMENDING AGREEMENT
THIS AGREEMENT made in triplicate as of January 17,2014.
BETWEEN:
WHEREAS:
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Landlord")
OF THE FIRST PART
-and-
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS
REPRESENTED BY THE MINISTER OF
INFRASTRUCTURE
(the "Tenant")
OF THE SECOND PART
A. By a lease dated January 17, 2009 (the "Original Lease"), the Landlord leased to Her
Majesty the Queen in right of Ontario as represented by the Minister of Energy and
Infrastructure ("MEl") the premises known as the entire floor, comprising a rentable area
calculated to be twelve thousand, four hundred and ninety-seven (12,497) square feet (the
"Rentable Area of the Premises"), in the building municipally known as 31 Earle Street
(the "Building"), in the Town of Tillsonburg, in the Province of Ontario, as outlined on
the plan attached to the Original Lease as Schedule "B" thereto (the "Premises") for a
term of five (5) years, commencing on January 17, 2009 and expiring on January 16,
2014 (the "Term"), in addition to other terms and conditions as set out therein.
B. Pursuant to the terms of the Original Lease, MEl was entitled to extend the Term for
three (3) additional terms of five (5) years each.
C. By Order-in-Council No. 1320/2010, approved and ordered September 15, 2010, all the
powers and duties of MEl relating to real property matters of the Government of Ontario
pursuant to the Ministry a( Government Services Act, R.S.O. 1990, c.M.25, as amended,
were transferred and assigned to the Minister oflnfrastructure (the "Minister").
D. Ontario Infrastructure and Lands Corporation ("OILC") has been delegated the Minister's
authorities and responsibilities with respect to real property in the name of the Minister
subject to certain conditions by Delegation of Authority of Ontario Infrastructure and
Lands Corporation under the Ministry of!ntrastructure Act, 2011 dated June 6, 2011.
E. By a letter dated July 16, 12013, the Tenant exercised its right to extend the Term in
accordance with the terms of the Original Lease with an extension term commencing on
January 17,2014 and expiring on January 16,2019 (the "Extension Term").
F. The Original Lease provides that any such extension shall be upon the same terms and
conditions of the Original Lease, except for the amount of the Net Rent, which shall be
determined by mutual agreement.
G. The Landlord and the Tenant have agreed on the amount of the Net Rent for the
Extension Term.
H. The Original Lease and this Lease Extension and Amending Agreement are hereinafter
collectively referred to as the "Lease", except as specifically set out herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
promises hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as
follows:
L11794-31 Earle Street Tillsonburg-LEAA-untracked-July 25 2013
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1. CONFIRMATION OF RECITALS
The parties hereto confirm that the foregoing recitals are true in substance and in fact.
2. EXTENSION OF LEASE
The parties hereto agree that:
(a) The Original Lease is hereby extended for the Extension Term.
(b) The Extension Term shall commence on January 17, 2014 and expire on January
16,2019.
3. RENT FOR THE EXTENSION TERM
(a) The Net Rent payable for the period from January 17, 2014 up to and including
January 16, 2016 shall be Seventy-Four Thousand, Nine Hundred and Eighty-
Two Dollars ($74,982.00) per annum (based on a rate of Six Dollars ($6.00) per
square foot of the Rentable Area of the Premises per annum), payable in equal
monthly instalments of Six Thousand, Two Hundred and Forty-Eight Dollars and
Fifty Cents ($6,248.50) each on the first day of each month during the said period,
the first of such monthly instalments to be due and payable on January 17, 2014.
(b) The Net Rent payable for the period from January 17, 2016 up to and including
January 16, 2019 shall be Eighty-Seven Thousand, Four Hundred and Seventy-
Nine Dollars ($87,479.00) per annum (based on a rate of Seven Dollars ($7.00)
per square foot of the Rentable Area of the Premises per annum), payable in equal
monthly instalments of Seven Thousand, Two Hundred and Eighty-Nine Dollars
and Ninety-Two Cents ($7,289.92) each on the first day of each month during the
said period, the first of such monthly instalments to be due and payable on
January 17,2016.
(a) The Cost Period for the Extension Term means, unless otherwise specified herein,
the consecutive period of twelve (12) calendar months, commencing on the first
day of January and ending on the thirty-first day of December in each year of the
Extension Term. Notwithstanding the foregoing, the period of time for the first
Cost Period of the Extension Term shall commence on January 17,2014 and end
on the thirty-first day of December 2014 and the period of time for the last Cost
Period shall commence on the first day of January in the last year of the Extension
Term and end on the expiration or earlier termination of the Lease, as the case
may be.
(b) The Tenant shall pay, as Additional Rent, directly to the Landlord, the Tenant's
Proportionate Share of Operating Costs in accordance with Schedule "D" of the
Original Lease.
(c) The Tenant shall pay, as Additional Rent, directly to the Landlord, the Tenant's
Proportionate Share of Realty Taxes in accordance with Schedule "G" of the
Original Lease.
4. AMENDMENT OF LEASE
The extension contemplated in Section 2 of this Lease Extension and Amending Agreement is
subject to all the covenants and conditions contained in the Original Lease, as amended, renewed
and extended from time to time, save and except that:
(a) The Tenant shall pay to the Landlord all applicable Sales Taxes assessed on the Rent
payable by the Tenant to the Landlord under this Lease. The Sales Taxes shall not be
deemed to be Additional Rent under this Lease, but may be recovered by the Landlord as
though they were Additional Rent.
In the Definitions section of the Original Lease, the definitions of "Landlord's Taxes"
and "Sales Taxes" shall be deleted in their entirety and replaced with the following:
' --' -
""Landlord's Taxes" means all taxes, rates, duties, levies and assessments whatsoever
whether municipal, provincial, federal or harmonized, charged upon the Building and the
Lands, or upon the Landlord on account thereof, including all taxes, rates, duties, levies,
impost charges and assessments for local improvements, education and schools and all
taxes, grants or assessments which may in future be levied in lieu of "Landlord's Taxes"
as hereinbefore defined, and including any local improvement charges or levies directly
or indirectly related to the development of the Building. Landlord's Taxes include,
without limitation, Realty Taxes, business taxes of the Landlord, corporation taxes,
capital taxes, excise taxes, Sales Taxes, income taxes, Commercial Concentration Tax, or
any other taxes or assessments levied against the Landlord, the Building, the Lands, or
the Rent.
"Sales Taxes" means all business transfer, multi-usage sales, sales, goods and services,
harmonized sales, use, consumption, value-added or other similar taxes imposed by the
Government of Canada and/or Ontario upon the Landlord, or the Tenant, or in respect of
this Lease, or the payments made by the Tenant hereunder or the goods and services
provided by the Landlord hereunder including, without limitation, the rental of the
Premises and the provision of administrative services to the Tenant hereunder."
(b) The Landlord and the Tenant agree that the Tenant has two (2) remaining further options
to extend the term of the Lease for five ( 5) years each (each a "Further Extension Term").
Each Further Extension Term shall be upon the same terms and conditions of the Original
Lease, as extended, renewed or amended, as the case may be, except that there shall be no
further right of extension beyond the last Further Extension Term and except for the Net
Rent, which shall for each Further Extension Term be based upon: (I) the Rentable Area
of the Premises, and (2) the Market Rental as of the date which is six (6) months prior to
the commencement of the respective Further Extension Term. The Net Rent for each
Further Extension Term shall be determined by mutual agreement as of the date which is
six (6) months prior to the expiry of the Extension Term or the respective Further
Extension Term, as the case may be, or failing such agreement, by arbitration in
accordance with Section 6.13 of the Lease.
The Tenant shall give written notice to the Landlord of its extension of the Lease at least
six (6) months prior to the end of the Extension Term or the respective Further Extension
Term, as the case may be.
(c) The Original Lease is amended as follows:
(i) Subsection (g) of the Summary is deleted in its entirety and replaced with the
following address for the Tenant for the purposes of delivering notices in
accordance with Section 6.1 7 of the Original Lease, as amended:
Ontario Infrastructure and Lands Corporation
One Stone Road West, 4'h Floor
Guelph, Ontario Nl G 4 Y2
Attention: Vice President, Asset Management
Fax: (519) 826-3330
With a copy to:
Ontario Infrastructure and Lands Corporation
777 Bay Street, Suite 900
Toronto, Ontario M5G 2C8
Attention: Director, Legal Services, Leasing and Facilities Management
Fax: 416-326-2854
And an additional copy to:
CBRE Limited
Global Corporate Services
18 King Street East, Suite 1100
Toronto, Ontario M5C 1C4
Attention: Director, Lease Administration-Ontario Infrastructure and Lands
Corporation
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Fax: (416) 775-3989
(ii) Section 6.17, Notices, shall be deleted m its entirety and replaced with the
following:
"Section 6.17
Notices
Any notice required or contemplated by any provision of this Lease shall be given
in writing addressed in the case of notice to the Landlord to the address set out in
Paragraph (f) of the Summary and in the case of notice to the Tenant to the
address set out in Paragraph (g) of the Summary, and delivered personally or by
facsimile or mailed by either registered or signature mail and postage prepaid
enclosed in a sealed envelope. The time of giving of notice by either registered or
signature mail shall be conclusively deemed to be the fifth Business Day after the
day of such mailing. Such notice, if personally delivered or if delivered by
facsimile, shall be conclusively deemed to have been given and received at the
time of such delivery. The parties hereto acknowledge and agree that
notwithstanding anything to the contrary in the Electronic Commerce Act. 2000,
S.O. 2000, c.17, as amended from time to time, any notice, statement, demand,
request or other instrument which may be or is required to be given under this
Lease or at law may not be validly delivered by way of electronic communication,
save as specifically provided in this Section 6.17.
Either party may at any time during the Term by giving notice to the other party
(in the manner provided above) change the address of the party giving such
notice, and thereafter the address as set out in Paragraph (f) or (g) of the
Summary, as the case may be, shall be deemed to be the address so changed."
(iii) Effective January 17,2014, Section 6.31, Right to Terminate, shall be deleted in
its entirety.
(iv) A new section to the Original Lease shall be added as follows:
"Section 6.32
Conflict of Interest
The Landlord and any of its successors, administrators, permitted assigns,
directors, officers, employees, agents, servants, and representatives shall not
engage in any activity where such activity creates a conflict of interest, actual or
potential, in the sole opinion of the Tenant, with the Lease or the exercise of any
of the rights or obligations of the Landlord hereunder. The Landlord shall
disclose to the Tenant in writing and without delay any actual or potential
situation that may be reasonably interpreted as either a conflict of interest or a
potential conflict of interest.
For clarification, a "conflict of interest" means, in relation to the performance of
its contractual obligations pursuant to the Lease, the Landlord's other
commitments, relationships or financial interests (a) could or could be seen to
exercise an improper influence over the objective, unbiased and impartial exercise
of its independent judgement, or (b) could or could be seen to compromise, impair
or be incompatible with the effective performance of its contractual obligations
pursuant to the Lease."
5. GENERAL
(a) The Landlord and the Tenant hereby mutually covenant and agree that during the
Extension Term they shall perform and observe all of the covenants, provisos and
obligations on their respective parts to be performed pursuant to the terms of the
Original Lease, as amended and extended hereby.
(b) The Lease shall be binding upon and enure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and assigns, subject to
the express restrictions contained therein.
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(c) Capitalized expressions used herein, unless separately defmed herein, have the
same meaning as defined in the Original Lease.
(d) The provisions of this Lease Extension and Amending Agreement shall be
interpreted and governed by the laws of the Province of Ontario.
(e) The Landlord acknowledges and agrees that the commercial and financial
information in this Lease Extension and Amending Agreement is subject to the
Freedom o(Information and Protection o(Privacv Act, R.S.O. 1990, c.F.31, as
amended.
EXECUTED by each of the parties hereto under seal on the date written below.
SIGNED, SEALED AND
DELIVERED
Dated this lG day of ~p\=-, 2013
THE CORPORATION OF THE TOWN
OF TILLSONBURG
Per: ;;t§~ N~~
Per:
Title:~·
Authorized Signing Officer
N~'""~ W 1.\..s\)'"'
Title: \ow"-(__la..r-1::::_
Authorized Signing Officer
Dated trua6~ay of lkuen'-':.re-, 20 _]3
HER MAJESTY THE QUEEN IN
RIGHT OF ONTARIO AS
REPRESENTED BY THE MINISTER
OF INFRASTRUCTURE, AS
REPRESENTED BY ONT ARlO
INFRASTRUCTURE AND LANDS
CORPORATION
Per:
John Cimino
Vice President, Leasing & Valuation SeNices
Authorized Signing Officer