2953 Authorizing Town of Tillsonburg to enter into an agreement with Her Majesty the Queen in Right of Ontario as Represented by the Chair of the Management Board of CabinetTHE CORPORATION OF THE TOWN OF TILLSONBURG
BY-LAW NUMBER 2953
A BY-LAW authorizing the Corporation of the Town of Tillsonburg to enter
into an agreement with Her Majesty the Queen in Right of Ontario as
Represented by the Chair of the Management Board of Cabinet
WHEREAS the Municipality wishes to enter into an agreement with the Province of
Ontario for the lease of certain municipally owned land and building known
municipally as 90 Concession St. East in the Town of Tillsonburg for the purpose of
providing facilities for the Ontario Provincial Police.
BE IT THEREFORE ENACTED by the Council of the Corporation of the Town of
Tillsonburg as follows:
1. The Municipality does hereby authorize an agreement, in the form annexed
hereto as Schedule "A" (the "Lease") with Her Majesty the Queen in Right of
Ontario as represented by the Chair of the Management Board of Cabinet.
2. The Mayor and Chief Administrative Officer/Clerk be and are hereby
authorized to execute the Lease and any other documents necessary to give
effect to the Lease on behalf of the Corporation of the Town of Tillsonburg.
3. This By -Law shall come into full force and effect upon enactment.
READ A FIRST, SECOND AND THIRD TIME, PASSED, SIGNED, SEALED
AND NUMBERED 2953 THIS 11TH DAY OF DECEMBER, 2000.
BETWEEN:
AND:
OFFICE LEASE (GROSS)
THE CORPORATION OF THE TOWN OF TILLSONBURG
hereinafter called the "LANDLORD"
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO AS REPRESENTED BY THE
CHAIR OF THE MANAGEMENT BOARD OF CABINET
hereinafter called the "TENANT"
90 Concession Street East, Tillsonburg
L-10767
OFFICE LEASE
TABLE OF CONTENTS
PAGE
SUMMARY................................... 1-2
Definitions ................................... 24
ARTICLE 1
PREMISES
Premises .................................... 5
ARTICLE 2
TERM
Term.................................... 5
ARTICLE 3
ANNUAL RENT
Section 1.1 Annual Rent ............................ 5
ARTICLE 4
TENANT'S COVENANTS
Section 4.1
Rent ................................. 5
Section 4.2
Compensation for Damage .................. 5
Section 4.3
Notice of Defect ......................... 5
Section 4.4
Entry by Landlord ........................ 6
Section 4.5
Assign or Sublet ......................... 6
Section 4.6
Use of Premises ......................... 6
Section 4.7
Not to Affect Insurance .................... 6
Section 4.8
Tenant's Compliance with Laws ............... 6
Section 4.9
Waste ................................ 6
Section 4.10
Nuisance .............................. 6
Section 4.11
Tenant's Indemnity ....................... 6
Section 4.12
Insurance Acknowledgement ................. 7
Section 4.13
Exhibiting Premises ....................... 7
Section 4.14
Facilitate Cleaning ........................ 7
Section 4.15
Construction Lien ........................ 7
ARTICLE 5
LANDLORD'S COVENANTS
Section 5.1
Quiet Enjoyment .........................
7
Section 5.2
Landlord's Taxes ........................
7
Section 5.3
Services and Facilities ................... 7-8
Section 5.4
Access ...............................
8
Section 5.5
Repair ...............................
8
Section 5.6
Telephone Installation and
Communications Systems ..................
9
Section 5.7
Tenant Improvements ......................
9
Section 5.8
Landlord Improvements ....................
9
Section 5.9
Energy Conservation ......................
9
Section 5.10
Indemnity ............................
10
Section 5.11
Compliance with Laws ....................
10
Section 5.12
Insurance .............................
11
Section 5.13
No Environmental Contaminants .............
11
Section 5.14
Environmental Contaminants ................
12
Section 5.15
Notification of Environmental Contaminants ......
12
Section 5.16
Warranty .............................
12
Section 5.17
Asbestos .............................
13
Section 5.18
Additional Services ......................
13
Section 5.19
Consent and Approval ....................
13
Section 5.20
Waste Management and Recycling Program ......
13
Section 5.21
Parking ..............................
14
ARTICLE 6
PROVISOS
Section 6.1
Overholding ...........................
14
Section 6.2
Trade Fixtures, Furniture ..................
14
Section 6.3
Signs ...............................
14
Section 6.4
Unavoidable Delays ......................
15
Section 6.5
Right -of -Way ..........................
15
Section 6.6
Common Parking .......................
15
Section 6.7
Early Occupancy ........................
15
Section 6.8
Damage and Destruction ................. 15-16
HOUSEKEEPING SERVICES SPECIFICATIONS
Section 6.9
Leasehold Improvements by Landlord
SCHEDULE "L"
ARCHITECT'S CERTIFICATE
at Request of Tenant .....................
17
Section 6.10
Removal of Leasehold Improvements ...........
17
Section 6.11
Re -Entry .............................
17
Section 6.12
Landlord's Default ......................
17
Section 6.13
Option to Extend ........................
17
Section 6.14
Arbitration ............................
17
Section 6.15
Non -Waiver ...........................
18
Section 6.16
Non -Disturbance Agreement ................
18
Section 6.17
Notices ..............................
18
Section 6.18
Entire Agreement .......................
18
Section 6.19
Registration ...........................
18
Section 6.20
Severability ...........................
18
Section 6.21
Interpretation ..........................
18
Section 6.22
Headings and Captions ....................
19
Section 6.23
Effect of Lease .........................
19
Section 6.24
Survival of Agreement ....................
19
Section 6.25
Binding on Tenant .......................
19
Section 6.26
Governing Law .........................
19
Section 6.27
Time of Essence ........................
19
Section 6.28
Freedom of Information ...................
20
SCHEDULES
SCHEDULE "A"
LEGAL DESCRIPTION OF THE LANDS
SCHEDULE "B"
FLOOR PLAN
SCHEDULE "C"
FRIABLE MATERIAL
SCHEDULE "D"
ELECTRICAL REQUIREMENTS
SCHEDULE "E"
HVAC SYSTEM
SCHEDULE "F"
WASTE MANAGEMENT
AND RECYCLING PROGRAM
SCHEDULE "G"
CONSERVATION OF ENERGY
SCHEDULE "H"
SHOULD THE LANDLORD UNDERTAKE
TENANT'S IMPROVEMENTS
SCHEDULE "I"
NON -DISTURBANCE AGREEMENT
SCHEDULE "J"
HOUSEKEEPING SERVICES SPECIFICATIONS
SCHEDULE "K"
ELEVATORS
SCHEDULE "L"
ARCHITECT'S CERTIFICATE
THIS LEASE made in quadruplicate as of the 1st day of October, 2000
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN:
THE CORPORATION OF THE TOWN OF TILLSONSBURG
(herein called the "Landlord")
-and-
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO AS REPRESENTED BY THE
CHAIR OF THE MANAGEMENT BOARD OF CABINET
(herein called the "Tenant")
SiJN04ARY
L-10762
The following is a summary of certain provisions, which are part of, and are referred to in subsequent
provisions of this Lease. Any conflict or inconsistency between these provisions and the provisions contained
elsewhere in this Lease will be resolved in favour of the provisions contained elsewhere in this Lease:
(a) Address of Premises: 90 Concession Street, East, Town of Tillsonburg
(b) Annual Rent: $189,685.56
$15,807.13 payable monthly, based on $14.95 per square foot per year of the
Rentable Area of the Premises, being 12,688 square feet.
(c) Term: Five (5) years
(d) Extension Options: One (1) extension terms of Five (5) years, exercisable upon six (6) months'
notice to the Landlord.
(e) Commencement Date: October 1st, 2000
(f) Address of Landlord: The Corporation of the Town of Tillsonburg
200 Broadway Street, 2nd Floor
Tillsonburg, ON N4G 5A7
Facsimile No: 519-842-9431
With rent cheques to
be made payable to: The Corporation of the Town of Tillsonburg
Attn: C.A.O.
200 Broadway Street, 2nd Floor
Tillsonburg, ON N4G 5A7
(g) Address of Tenant: c/o Ontario Realty Corporation
Southwest Region
1 Stone Road West, 4th Floor
Guelph, ON N1G 4Y2
Attn: The Vice -President
Facsimile No: (519) 826-3330
(h) Occupant Ministry: Ontario Provincial Police
(i) Parking: The Tenant (and persons utilizing the services of the Occupant Ministry)
is entitled to the use of Thirty Two (32) parking spaces designated for the
exclusive use of the Tenant by the Landlord located in the Parking Areas,
the cost of which is included in the Annual Rent.
-1-
-2-
DEFINITIONS
In this Lease and in the Schedules to this Lease, the following words or phrases have the following meanings:
"Additional Rent" means all charges or sums of money payable by the Tenant under the provisions of
this Lease other than Annual Rent. Additional Rent is due and payable with the next monthly instalment of
Annual Rent unless otherwise provided herein, but in any event is not payable as part of Annual Rent.
"Additional Services" means all services supplied by the Landlord in addition to those required to be
supplied by the Landlord to the Tenant pursuant to this Lease, except for any services which the Landlord
elects to supply to all of the tenants of the Building, the cost of which is included in the Operating Costs for
the Building.
"Annual Rent" means the rent payable by the Tenant to the Landlord pursuant to Article 3 of this
Lease
"Architect" means the independent, arm's length architect, surveyor or professional civil engineer,
from time to time named by the Landlord.
"Authority" means any governmental authority, quasi -governmental authority, agency, body or
department whether federal, provincial or municipal, having or claiming jurisdiction over the Premises or the
Building, or the use thereof.
"Building" means the building having the municipal address of 90 Concession Street East, Tillsonburg
erected on the Lands, from and including the lowest floor or level of the Building to and including the roof of
the Building, the Common Areas and Facilities, the Parking Areas and the areas and facilities exclusively
serving the Building, which areas and facilities may include, without limitation, lobbies, foyers and vestibules,
sidewalks, storage and mechanical areas, Mechanical and Electrical Services, janitor rooms, mail rooms,
telephone rooms, rooms for the Mechanical and Electrical Services, stairways, escalators, elevators, truck and
receiving areas, driveways, loading docks and corridors. Where the context requires, "Building" includes all
buildings of the Landlord on the Lands.
"Business Day" means any day which is normally considered a regular day of business for Police
Detachment offices for the Province of Ontario.
"Commencement Date" means the date set out in Article 2 of this Lease for the beginning of the Term
"Common Areas and Facilities" means those areas, facilities, utilities, improvements, equipment and
installations in the Building which are not leased to tenants of the Building, and which serve or are for the
benefit of the Building and are located within the Building or on the Lands, including all areas, facilities,
utilities, improvements, equipment and installations which are provided by the Landlord for the use or benefit
of all the tenants, their employees, customers and other invitees in common with others entitled to the use and
benefit thereof in the manner and for the purposes permitted by this Lease.
"Contemplated Use" means the use set out in Section 4.7 of this Lease.
"Environmental Contaminants" means the Environmental Contaminants described in Section 5.16 of
this Lease.
"Landlord" means the Landlord and its duly authorized representatives.
"Landlord's Taxes" means all taxes, rates, duties, levies and assessments whatsoever whether
municipal, provincial or federal, 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, grants
in lieu of 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.
"Lands" means the lands underneath or directly adjacent to the Building as more particularly described
in Schedule "A" attached hereto.
"Lease" means this agreement and all the terms, covenants and conditions set out herein, as amended
from time to time in accordance with Section 6.18 of this Lease.
SIE
s'Leasehold Improvements" means all items generally considered as leasehold improvements
including, without limitation, all installations, alterations, and additions from time to time made, erected or
installed in the Premises by or on behalf of the Tenant, or any previous occupant of the Premises, and any
initial Tenant's leasehold improvements installed by the Landlord pursuant to Schedule "I" attached hereto.
"Market Rental" means, at any given time, the then current market rental rate as indicated by market
comparables, being leases and offerings, with comparable terms (including, without limitation, the length of
the term and the frequency of adjustments in rent, if any) entered into at arm's length with comparable tenants
for Unimproved office premises of comparable size, effective age, quality and use in comparable buildings in
the vicinity in which the Building is located, taking into account the incidence of tenant inducements and
allowances or initial rent-free or reduced rent periods then prevailing in the relevant market areas, and making
the necessary adjustments for any differences.
"Mechanical and Electrical Services" include, but are not limited to, all mechanical, electrical,
drainage, lighting, incinerating, ventilation, air-conditioning, elevating, heating, pumping, sprinkling, alarm,
plumbing and other mechanical and electrical systems installed in or used in the operation of the Building and
the Lands.
"Normal Business Hours" means those hours and days considered by the Occupant Ministry to be its
normal business hours.
"Occupant Ministry" means the Ontario Provincial Police.
"Parking Areas" means the improvements constructed from time to time, in or as part of the Building
and the Lands for use as parking facilities for the tenants of the Building and their employees, servants and
invitees, and the areas and facilities that are appurtenant solely to those improvements, but excluding the
parking areas, driveways, loading areas and other parts of the service area forming part of the Premises and
available exclusively to the Tenant. The Landlord shall designate the minimum number of the parking spaces
comprising the Parking Areas prescribed by the relevant Authority for the sole and exclusive use of the
disabled.
"Person", if the context allows, includes any person, firm, partnership or corporation, or any group of
persons, firms, partnerships or corporations or any combination thereof.
"Premises" means the premises containing a Rentable Area, which, as of the Commencement Date, has
been calculated to be 12,688 square feet and occupying 12,688 of the Building. The location of the Premises
is outlined on the plan attached hereto as Schedule "B".
"Rent" means the aggregate of Annual Rent and Additional Rent.
"Rentable Area of the Premises" has been calculated in accordance with the American National
Standard Method for Measuring Floor Area in Office Buildings (ANSI Z65.1--1980) (BOMA), as of the
Commencement Date, to be 12,688 square feet. In the event that the American National Standard Method for
Measuring Floor Area in Office Buildings is revised or amended at any time during the Term, the method of
calculation referred to above shall continue to be used to define the Rentable Area of the Premises for the
remainder of the Term.
"Sales Taxes" means all business transfer, multi -usage sales, sales, goods and services, use,
consumption, value-added or other similar taxes imposed by the Government of Canada 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.
"Structure" means the foundation, roof (including the roof membrane), exterior wall assemblies,
including weather walls and bearing walls, subfloor and structural columns and beams of the Building, all
plumbing, drainage, Mechanical and Electrical Services and equipment leading up to, from and under the
Building, and any other portions of the Building normally considered to be part of the structural portion of a
building, or where the repairs or replacements thereto are normally considered a major capital expenditure.
"Tenant" means, where the context allows, the servants, employees, agents, invitees and licensees of
the Tenant, and any other governmental agency, ministry, corporation or department over whom the Tenant
may reasonably be expected to exercise control. It is understood and agreed that the Chair of the Management
Board of Cabinet by his/her representative is the only person entitled to bind the Tenant contractually.
"Term" means the term of this Lease set out in Article 2 of this Lease.
-4-
ITrade Fixtures" means the personal chattels installed prior to the Commencement Date, at the
Commencement Date or during the Term by or on behalf of the Tenant, in, on or which serve, the Premises,
for the sole purpose of the Tenant carrying on its trade in the Premises pursuant to Section 4.7 of this Lease
and which Trade Fixtures the Tenant is permitted to remove only to the extent permitted by the terms of this
Lease, but Trade Fixtures do not include Leasehold Improvements of the Tenant.
"Unimproved" means: (i) full completion of exterior and interior finishes on all perimeter walls with
standard finishes associated with the Building; (ii) finished demising walls and entrance doors with locking
hardware; (iii) fully balanced distribution of the Mechanical and Electrical Services to base building
standards; (iv) level finished concrete floor; and (v) new or "as new" finished T -bar ceiling, but shall exclude
the Building security system and equipment related thereto installed by the Tenant or on the Tenant's behalf.
"Utilities" means all gas, electricity, water, sewer, steam, fuel oil, power, signal equipment and other
utilities used in or for the Building or the Premises, as the case may be.
ARTICLE 1
PREMISES In consideration of the rents reserved and the covenants and agreements herein
contained to be paid, observed and performed by the Tenant, the Landlord
hereby leases to the Tenant the Premises for the Term, together with the
non-exclusive right to use the Common Areas and Facilities and any Parking
Areas together with all others entitled thereto.
ARTICLE 2
TERM TO HAVE AND TO HOLD the Premises for and during the Term of Five (5)
years, commencing on October 1, 2000 (the "Commencement Date") and
ending on September 30, 2005, unless previously terminated pursuant to the
terms of this Lease.
ARTICLE 3
ANNUAL RENT The Tenant hereby covenants to pay to the Landlord as Annual Rent, during
the Term, the sum of One Hundred and Eighty Nine Thousand, Six Hundred
and Eighty Five Dollars and Fifty Six Cents ($189,685.56), in equal monthly
installments of Fifteen Thousand, Eight Hundred and Nine Dollars and
Thirteen Cents ($15,809.13), based upon the annual rate of Fourteen Dollars
and Ninety Five Cents ($14.95) per square foot of the Rentable Area of the
Premises.
It is the intent of the parties that this Lease is to be interpreted as a fully gross
lease and not a semi -gross or a net lease. The Tenant shall be responsible for
only expenses and/or obligations in respect of, or attributable to, the Premises,
as herein expressly provided.
It is agreed and understood that the Annual Rent shall commence to be payable
on October 1, 2000.
Annual Rent shall be payable to the Landlord in lawful money of Canada, in
advance in equal monthly installments on the first day of each and every
month during the Term at such place as the Landlord shall hereafter designate
in writing. If the Term commences on any day other than the first day of a
month or ends on any day other than the last day of a month, Annual Rent for
the fractions of a month at the Commencement Date and at the end of the
Term shall be adjusted pro rata. Rental payments shall, unless otherwise
agreed upon by the parties, be made by the Tenant by direct deposit as further
directed by the Landlord. The Landlord covenants to provide the Tenant with
a minimum of fifteen (15) days' prior written notice of a change in either the
payee of the Rent or the account number of the bank account of the payee to
which payments of Rent are being directed.
The Tenant hereby certifies that the Premises are leased by the Chair of the
Management Board of Cabinet for the use of the Crown in Right of Ontario
and are therefore not subject to the federal Goods and Services Tax. This
provision applies only where HER MAJESTY THE QUEEN in right of
Ontario as represented by the Chair of the Management Board of Cabinet is
the Tenant.
ARTICLE 4
TENANT'S COVENANTS The Tenant covenants with the Landlord as follows:
Section 4.1
-5-
Rent ° - To pay Rent in accordance with the provisions of this Lease.
Section 4.2
Compensation for Damage To make good or compensate the Landlord for any damage to the Premises
caused by negligent, reckless or wilful misconduct of the Tenant's servants,
agents, employees, licensees or invitees.
Section 4.3
Notice of Defect To give the Landlord notice, as soon as reasonably possible, of any accident to
or defect in the Mechanical and Electrical Services, or any other system or
part of the Premises which the Landlord is obligated to repair.
Section 4.4
Entry by Landlord To permit the Landlord to enter the Premises at any reasonable time after
delivering two (2) Business Days' prior written notice to the Tenant's
designated representative, for the purpose of inspecting the Premises and
making permitted repairs to the Premises.
If the Tenant is not present to permit an entry by the Landlord to the Premises
at the time that entry is necessary by reason of an emergency, then the
Landlord, without any notice to the Tenant, may forcibly enter the Premises to
remedy such emergency.
Section 4.5
Assign or Sublet Not to assign this Lease or sublet the Premises without the prior written
consent of the Landlord, such consent not to be unreasonably withheld. The
Landlord acknowledges and agrees that the following does not constitute an
assignment or sublet and does not require the Landlord's consent therefor:
the use or occupation of all or part of the Premises by any governmental
agency, ministry, corporation, department or Person affiliated with the
Tenant.
Notwithstanding anything to the contrary contained in this Lease, the Landlord
shall be liable for any loss, damages, costs, and expenses incurred by the
Tenant (including solicitors' fees) in respect thereof as a result of the Landlord
unreasonably withholding or unduly delaying its consent to an assignment,
subletting or other transfer proposed by the Tenant hereunder.
Section 4.6
Use of Premises To use the Premises for a Police Detachment and all other uses ancillary
thereto only, in accordance with all laws, regulations, by-laws, policies or
procedures of any Authority.
Section 4.7
Not to Affect Insurance Not to do or omit or permit to be done or omitted on the Premises anything
which shall cause the insurance premiums for the Building to be increased and
if the insurance premiums for the Building shall be increased by reason of
anything done or omitted or permitted to be done or omitted by the Tenant or
anyone permitted by the Tenant to be upon the Premises, the Tenant shall,
within five (5) Business Days after receipt of notice from the Landlord setting
out in reasonable detail the cause for such increased premiums, pay to the
Landlord the amount of such increase.
Section 4.8
Tenant's Compliance
with Laws To comply with all codes and regulations and any federal, provincial or
municipal laws, regulations, by-laws and codes of any relevant Authority
which relate to the Tenant's use or occupation of the Premises or to the
making of any repairs, replacements, additions, changes, substitutions or
improvements that relate to such use or occupation by the Tenant.
Section 4.9
Waste Not to do or allow any waste, damage, disfiguration or injury to the Premises
or the fixtures and equipment forming a part thereof or permit any overloading
of the floors thereof.
Section 4.10
Nuisance Not to use or permit the use of any part of the Premises for any dangerous,
noxious or offensive trade or business or cause or permit any nuisance in, at
or on the Premises. The Landlord acknowledges and agrees that the
Contemplated Use does not contravene this Section.
Section 4.11
Tenant's Indemnity Save and except for any damage arising from the negligent act or omission of
the Landlord or any Person for whom it is in law responsible, to indemnify
and save harmless the Landlord from and against any and all claims,
including, without limitation, all claims for bodily injury or property damage
arising from any act or omission of the Tenant or any assignee, subtenant,
agent, contractor, servant, employee, invitee or licensee of the Tenant and
from and against all costs, counsel fees, expenses and liabilities incurred in
connection with any such claim or any action or proceeding brought thereon.
Section 4.12
Insurance
Acknowledgement The Landlord acknowledges that the Tenant in respect of damage to the
Building and the Premises is self-insured and in respect of third party liability
maintains a comprehensive blanket policy of insurance, and therefore shall not
require the Tenant to obtain any additional insurance coverage.
Section 4.13
Exhibiting Premises To permit the Landlord to exhibit the Premises to prospective tenants during
Normal Business Hours during the last six (6) months of the Term upon
receipt of twenty-four (24) hours' prior notice.
Section 4.14
Facilitate Cleaning To leave the Premises in a reasonably tidy state at the end of each Business
Day to facilitate the Landlord's janitorial services.
Section 4.15
Construction Lien
Not to suffer or permit during the Term hereof any construction liens or other
liens for work, labour, services or materials ordered by it or for the cost of
which it may be in any way obligated, to attach to the interest of the Landlord
in the Premises or the Lands, and that whenever and so often as any such liens
shall attach or claims therefor shall be filed, the Tenant shall, as soon as
reasonably possible after the Tenant has notice of the claim or lien, procure
the discharge thereof by payment or by giving security or in such other
manner as is or may be required or permitted by law and the Tenant further
covenants that whenever and so often as a certificate of action is registered
relating to any of the liens referred to in the preceding sentence, the Tenant
shall, as soon as reasonably possible after the Tenant has notice of the
registration of such certificate of action, have the same vacated.
ARTICLE 5
LANDLORD'S
COVENANTS
The Landlord covenants with the Tenant as follows:
Section 5.1
Quiet Enjoyment
For quiet enjoyment.
Section 5.2
Landlord's Taxes To pay, subject to the provisions of this Lease, all Landlord's Taxes as and
when same become due.
Section 5.3
Services and Facilities To provide and operate the following services and facilities for the Premises as
expressed below, at the Landlord's expense, and maintain at the Landlord's
expense, such services and facilities in good repair (and, if necessary, replace
same) during the Term:
(a) Utility Systems
All utility systems and facilities including water, fuel and electricity,
and including all charges for Utilities used or consumed within the
Premises.
-7-
(b) Electrical Systems/Lenses, Bulbs and Related Equipment
An electrical system which is satisfactory for the Tenant's purposes
including fixtures and outlets together with the initial installation and
ongoing replacement of bulbs, fluorescent tubes and ballasts during the
Term, and all maintenance and parts thereof, as more particularly set
out in Schedule "D" attached hereto. Not withstanding the above, the
Tenant takes the electrical system as is.
(c) Thermal Conditions and Air Quality
A heating, ventilation and air-conditioning system which is satisfactory
for the Tenant's purposes, as more particularly set out in Schedule "E"
attached hereto. Not withstanding, above, the Tenant take HVAC
system as is.
(d) Water System
A water system capable of supplying hot and cold water to the
Premises and the washrooms serving the Premises.
(e) Washrooms
Fully equipped washroom facilities for male and female employees of
the Tenant in accordance with the requirements established by the
Occupational Health and Safety Act, R.S.O. 1990, c.0.1, as amended,
and the regulations made thereunder, or any successor act, a
handicapped accessible male and female washroom installed in
accordance with the requirements of the Ontario Building Code and any
other applicable requirements of any relevant Authority, and the
provision of all washroom equipment and supplies reasonably
necessary, in the opinion of the Tenant, for the use and operation of
such washroom facilities, including, without limitation, a sink, vanity,
toilet bowl, paper towel dispenser, garbage pail, soap dish and toilet
paper dispenser.
(f) Exterior, Common Areas
Maintenance of the exterior of the Building, the landscaped grounds of
the Lands, the Parking Areas and walkways of the Building and the
Common Areas and Facilities of the Building in good repair and
first-class condition and the prompt removal of snow and ice.
(g) Life Safety
Establishment of a workable emergency evacuation program. The
program applicable to Government occupants must be submitted for
review to the Management Board Secretariat, Property Management
Branch, Safety Section.
(h) Glass Replacement
Prompt replacement in case of breakage, of all plate glass and other
glazing materials of the Building, including without limitation, that
which demises the Premises, with material of the same kind and quality
as that which may be damaged or broken, save where such damage or
breakage has been occasioned by the Tenant, its servants or agents.
(i) Building Security
The provision of Building security in accordance with the Landlord's
standard practice, as would a reasonably prudent landlord of a similar
building.
(j) Housekeeping Services
Housekeeping service for the Premises, as more particularly set out in
Schedule "J" attached hereto, including the provision of waste removal
services and all cleaning materials and washroom supplies.
IIE
Section 5.4
Access To permit the Tenant, its agents, invitees and those having business with any
or all of them, full and uninterrupted access to the Building seven (7) days per
week twenty four (24) hours per day during the Term, including access for
disabled persons. The Landlord covenants and agrees to provide all services
and facilities required to be provided by it hereunder (including without
limitation, light, water, fuel, electricity, plumbing, heating, ventilation and
air-conditioning) at all times throughout the term.
Section 5.5
Repair To maintain the Premises, including the Leasehold Improvements, the
Building and the Structure, in good repair and tenantable condition during the
Term and make good any defect or want of repair and/or replacement
promptly upon notice thereof with a minimum of disruption to the Tenant's
business.
Section 5.6
Telephone Installation
and Communications
Systems To permit the Tenant to effect the installation of telephone and
inter -communication apparatus in the Premises as per the tenants
requirements.
Section 5.7
Tenant Improvements To grant permission to the Tenant to tender for and compete, at the Tenant's
sole cost and expense, such Leasehold Improvements to the Premises as the
tenant may consider necessary from time to time both prior to and during the
Term or any extension thereof, provided that such Leasehold Improvements do
not affect the Structure and that where such Leasehold Improvements may
affect the Mechanical and Electrical Services, the Tenant agrees to use the
Landlord's professional engineers as consultants if so required by the
Landlord. The Tenant will give the Landlord written notice of its intention to
make Leasehold Improvements and upon request shall supply the Landlord
with plans of the proposed Leasehold Improvements. The Tenant will obtain
the prior written approval of the Landlord for any Leasehold Improvements,
which approval will not be unreasonably withheld.
Section 5.8
Landlord Improvements That, unless the Landlord fully complies with the terms and conditions set out
below, at no time during the Term shall it commence any further construction
or alterations to the Building which will have the effect of:
(a) altering any part of the Structure;
(b) interfering with the business operations of the Tenant;
(c) interfering with ingress to or egress from the Premises; or
(d) causing noise or other nuisances which might interfere with the
Tenant's business operations.
unless the Tenant otherwise consents, the Tenant's consent therefor not to be
unreasonably withheld.
In the event that the Landlord intends to commence any construction relating
to items (a) -(d) inclusive outlined in this Section 5.8, in or around the Building
at any time during the Term, such construction shall be subject to the
following terms and conditions:
(i) the Landlord shall deliver written notice to the Tenant, including
complete and detailed plans and specifications of the planned
construction, at least six (6) months prior to the commencement of
construction. In the event that the planned construction is intended to
occur within the first six (6) months of the Term, the Landlord shall
deliver such notice, including the complete and detailed plans and
specifications, to the Tenant as soon as possible;
"1
(ii) the Landlord must receive the prior written approval of the Tenant and
of any required Authorities;
(iii) all construction must be completed promptly and in a good and
workmanlike manner, and must not interfere with the use of the
Premises or any part thereof by the Tenant and wherever possible,
must be completed outside of Normal Business Hours, unless the
Tenant agrees otherwise; and
(iv) all Utilities and other base building systems must continue to be fully
operative during any period of construction and the Landlord shall be
responsible for any damages or costs incurred by the Tenant to the
extent caused or contributed to by any interruption of such Utilities or
systems.
Section 5.9
Energy Conservation To adhere as closely as possible to the energy conservation procedures set out
in Schedule "G" attached hereto.
Section 5.10
Indemnity To indemnify the Tenant and save it harmless from and against all losses,
claims, actions, damages, costs, liabilities and expenses (together the
"Claims") in connection with loss of life, personal injury, damage to property
(including any portion of the Building and its equipment, machinery, services,
fixtures and Leasehold Improvements) or any other loss or injury arising from
or out of the conduct of any work by the Landlord, the provision of any
service by the Landlord or any act or omission of the Landlord or those for
whom the Landlord is at law responsible or by anyone permitted to be in the
Building by the Landlord. The Landlord will also indemnify the Tenant and
save it harmless from and against all Claims resulting from the existence or
improper handling of any Environmental Contaminant which is or has been
located, stored or incorporated in or on any part of the Building. If the Tenant
is, without fault on its part, made a party to any litigation commenced by or
against the Landlord, then the Landlord will protect, indemnify and hold the
Tenant harmless and pay all expenses and reasonable legal fees incurred or
paid by the Tenant in connection with such litigation.
Section 5.11
Compliance With Laws To comply with all provisions of law including, without limitation, all
enactments, by-laws and any regulations of any Authority which relate to the
Premises or to the use or occupation thereof or to the making of any repairs,
replacements, additions, changes, substitutions or improvements of or to the
Premises or any part thereof. The Landlord agrees not to bring or commence
any application with the respective Authority to change the respective use of
the Premises and Lands, or the zoning of the Lands, without the Tenant's
prior written consent.
Section 5.12
Insurance At all times throughout the Term, to obtain and maintain:
(a) broad form boiler and machinery insurance on a blanket repair and
replacement basis with limits for each accident in an amount of at least
the replacement cost of all Leasehold Improvements, contents and of all
boilers, pressure vessels, air-conditioning equipment and miscellaneous
apparatus owned or operated by the Landlord or by others on behalf of
the Landlord in the Building and on the Lands;
(b) "all risks" insurance (including flood and earthquake) on the Building
(including the foundations and excavations and other parts of the
Structure) and the equipment contained in or servicing the Building and
on the Lands, in an amount at least equal to the full replacement cost
thereof, insuring all property of the Landlord, property for which the
Landlord is legally liable or property installed by or on behalf of the
Landlord and the Leasehold Improvements;
(c) comprehensive general liability insurance including personal injury,
broad form contractual liability, owners' and contractors' protective,
contingent employers' liability, employers' liability, medical payments,
products liability, completed operations, non -owned automobile
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liability, all coverages with respect to the Building, the Lands and the
use of the Common Areas and Facilities. Such policies shall be written
on a comprehensive basis with inclusive limits of not less than Ten
Million Dollars ($10,000,000.00) per occurrence or such higher limits
as the Tenant may reasonably require from time to time; and
(d) other forms of insurance as would be carried by a prudent owner of a
similar building.
All of the foregoing insurance policies shall contain a waiver of any
subrogation rights which the Landlord's insurer may have against the Tenant
and those for whom the Tenant is at law responsible, whether the damage is
caused or contributed to by their act, omission or negligence and shall not
make provision for co-insurance. All of such policies shall be taken out and
kept in full force and effect in the names of the Landlord and the Tenant, as
their respective interests may appear and shall contain a cross -liability clause.
None of the policies shall be invalidated as respects the interest of the Tenant,
or those for whom the Tenant is at law responsible, by reason of any breach or
violation of any warranties, representations, declarations or conditions
contained in the policies. All of the policies shall contain an undertaking by
the insurers to notify the Tenant in writing not less than thirty (30) days prior
to any material change, cancellation or termination. If requested by the
Tenant, the Landlord agrees to deliver certificates of insurance of the
underwriting insurance company or complete certified copies of policies to the
Tenant within thirty (30) days after the placing of the required insurance. No
review or approval of such insurance documentation by the Tenant shall
derogate from or diminish the Tenant's rights or the Landlord's obligations as
contained in this Lease.
Section 5.13
No Environmental
Contaminants
To use its continuing effort throughout the Term and any extension thereof to
ensure that no part of the Building or Lands is used, without limitation, (either
by the Landlord or all other tenants in the Building), to generate, manufacture,
refine, treat, transport, store, handle, dispose of, transfer or produce any
Environmental Contaminant, except in strict compliance with all applicable
requirements of any relevant Authority, including, without limitation,
environmental, land use, occupational health and safety laws, regulations,
requirements, permits and by-laws.
Section 5.14
Environmental Contaminants
To remove any Environmental Contaminant located on or in the Building
whether or not known to the Landlord as of the date of execution of this
Lease, and whether or not resulting from any act, omission, or negligence of
the Landlord or those for whom it is in law responsible, which is not
contained in accordance with all applicable requirements of any relevant
Authority. If any such Environmental Contaminant is not removed forthwith
by the Landlord, the Tenant shall be entitled, but not required, to remove the
same on the Landlord's behalf, and the Landlord shall reimburse the Tenant
for the cost thereof.
Section 5.15
Notification of Environmental
Contaminants
To notify the Tenant immediately in the event that the Landlord receives
notice of any violation of any environmental law or that any order of an
administrative tribunal or any Authority is made or is proposed to be made
against the Landlord in respect of any Environmental Contaminant in, on or
near the Lands or Building, and to notify the Tenant immediately of any
discharge, release or discovery of any Environmental Contaminant which is
not contained in accordance with all applicable requirements of any relevant
Authority, in or on any part of the Building or Lands.
Section 5.16
Warranty
The Landlord: (i) represents and warrants that there has not been and is not
now; and (ii) covenants to ensure that there will not be, at any time during the
Term, any Environmental Contaminant ("Environmental Contaminant"
includes any hazardous or toxic substances or materials, including without
limitation, products of waste, contaminants, pollutants, dangerous substances,
noxious substances, toxic substances, hazardous wastes, flammable, explosive
or improperly handled friable materials including asbestos, PCBs and
substances or any other materials declared or defined to be hazardous, toxic,
contaminant or pollutant in or pursuant to any law of any Authority) located,
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stored, manufactured, refined, disposed of, produced, processed or
incorporated in or on any part of the Building or the Lands, except in
accordance with Section 5.13 of this Lease. In the event that there is any
Environmental Contaminant in the Premises, the Building, or on the Lands,
which is not handled in accordance with Section 5.13 of this Lease, the Tenant
may terminate this Lease if the Landlord is unwilling or unable to cleanup or
decommission such within a reasonable time of becoming aware of such
Environmental Contaminant.
The Tenant's termination of this Lease by reason of the Landlord failing or
being unwilling to clean up the Environmental Contaminant shall be without
prejudice to the Tenant's right to claim for damages against the Landlord
arising out of such failure or refusal as aforesaid.
The Landlord further represents and warrants that as of the Commencement
Date and throughout the Term and any extension thereof, all Mechanical and
Electrical Services and equipment serving the Premises are and will be in good
working order and condition and satisfactory for the carrying on of the
Tenant's business in and from the Premises.
The Landlord further covenants and agrees that as of the Commencement
Date: (i) there shall not be any by-laws (the "By -Laws"), including, without
limitation, any restrictive covenants, development agreements, zoning or other
ordinances or regulations of any Authority which will prevent the Tenant from
conducting its business operations in and from the Premises in accordance
with this Lease; (ii) the Landlord shall have complied with all such By -Laws
in connection with the construction of the Building and every part of the
Premises; and (iii) all such By -Laws shall have permitted the erection and
shall permit the continual operation of the Building and every part of the
Premises, in accordance with this lease. In the event that any of the By -Laws
prohibit or prevent the Tenant from using any part of the Premises for the
Contemplated Use, the Tenant may, on thirty (30) days' prior written notice,
terminate this Lease, without prejudice to the Tenant's rights to claim for
damages against the Landlord arising out of any By -Law prohibiting or
preventing the Tenant's use of the Premises as aforesaid.
Section 5.17
Asbestos Notwithstanding anything to the contrary contained in this Lease, at all
material times, including, but not limited to, any times during which either the
Landlord or the Tenant are making any Leasehold Improvements or other
improvements, additions or renovations in or about the Premises or the
Building, or at any times when any maintenance or repairs of any kind are
being carried out in or about the Premises or the Building, the Landlord agrees
to take all measures, at the Landlord's sole cost and expense, to comply as
soon as possible with all applicable requirements of any relevant Authority
relating to the use or presence of asbestos in the Building, or any part thereof,
of which the Premises form part. Failing such compliance by the Landlord,
the Tenant may, at the Tenant's sole option, on thirty (30) days' prior written
notice to the Landlord, either terminate this Lease or take all reasonable
measures, at the Landlord's sole cost and expense, to comply with all such
requirements of any relevant Authority, to deduct the costs and expenses
incurred thereby from the Rent and to recover the balance, if any, after such
deduction, from the Landlord. The Landlord shall in no case withhold its
consent to the making of any Leasehold Improvements to the Premises by the
Tenant because of the cost to it of compliance with all such applicable
requirements of any relevant Authority pertaining to asbestos related to, or
resulting from, such Leasehold Improvements.
The Landlord acknowledges that the Building has no friable material, as
indicated in Schedule "C" attached hereto.
Section 5.18
Additional Services (a) If the Tenant requires any Additional Services to be performed in or
relating to the Premises, it shall so advise the Landlord in writing, and
the Landlord shall, as soon as reasonably possible, perform or provide
any such Additional Services. Provided however, the Landlord shall
not be required to provide such Additional Services, if to do so would:
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(i) seriously interfere with the reasonable enjoyment of the other
tenants of their respective premises or the Common Areas and
Facilities;
(ii) jeopardize or impede the Landlord's financing of the Building
and/or Lands; or
(iii) cause the Building or its services and Common Areas and
Facilities not to be of the Building standard.
(b) The Tenant shall pay for Additional Services. If the Tenant disputes or
contests the calculation of any cost or expense incurred by the
Landlord or on the Landlord's behalf in performing or providing such
Additional Services as set out in the Landlord's invoice therefor, it
shall notify the Landlord and the Landlord shall, upon receipt of such
notice, have its senior financial officer prepare a statement of
calculation with respect to such Additional Services which shall be
delivered to the Tenant within ten (10) days of the Tenant's request
therefor. Any further dispute shall be submitted to arbitration in
accordance with the provisions of the Arbitration Act, S. 0. 1991, c.17,
as amended, or any successor act.
Section 5.19
Consent and Approval That the Landlord and each Person acting for or on behalf of the Landlord
making a determination, designation, calculation, estimate, conversion or
allocation or in giving an approval or consent under this Lease, will act
reasonably, promptly and in good faith and each accountant, architect,
engineer or surveyor, or other professional Person employed or retained by
the Landlord will act in accordance with the applicable principles and
standards of that Person's profession.
Section 5.20
Waste Management
and Recycling Program To cooperate with the Tenant's waste management and recycling program,
pursuant to the provisions set out in Schedule "F" attached hereto. This
section shall not apply in the event that there is not a recycling program within
the municipality where the Building is located.
Section 5.21
Parking To provide and maintain Thirty Two (32) outdoor parking spaces (the
"Parking Spaces") designated for the exclusive use of the Tenant, its servants
or agents, located in the Parking Areas, the cost of which is included in the
Annual Rent. The Landlord agrees to enforce all rules and regulations
relating to the Parking Spaces and Parking Areas and to ensure that the Tenant
has free and uninterrupted use thereof.
ARTICLE 6
PROVISOS
Section 6.1
Overholding If the Tenant, with the consent of the Landlord, remains in possession of the
Premises after the date fixed for the expiration of the Term or any extension
thereof without any further written agreement, the Tenant shall be deemed to
be a tenant from month to month at the monthly rental rate payable by the
Tenant during the last month of the Term of this Lease and on the terms and
conditions contained in this Lease except as to the length of the Term.
Section 6.2
Trade Fixtures, Furniture (a) The Tenant may at any time during the Term, on termination, or any
extension thereof, remove or replace any Trade Fixtures installed by or
on its behalf in the Premises or install new Trade Fixtures therein.
(b) The Tenant will compensate the Landlord for any damage caused to the
Premises by the removal of Trade Fixtures.
BRIE
(c) The Tenant shall have the continuous right during the Term or any
extension thereof to move in or out of the Premises any of its furniture,
personal effects, chattels and any business equipment.
(d) The parties agree that the existing furniture and trade fixtures shall
revert to the Landlord, with reasonable wear and tear expected, upon
the expiry of the lease term or future extensions.
Section 6.3
Signs (a) The Tenant may erect such signs on the Premises and Lands in
accordance with the Building standard and in accordance with
municipal laws, as it considers necessary for the proper conduct of its
business.
(b) All such signs may be removed from the Premises at the end of the
Term or any extension thereof.
(c) The Tenant shall compensate the Landlord for any damage caused to
the Premises or Building, if applicable, by the removal of signs, save
and except that caused by local weather and ambient conditions.
(d) The Landlord shall provide adequate space on the directory of the
Building and that of each floor of the Premises and on any pylon sign
of the Building for the Tenant's signage requirements, which signage
may be required to be in both the English and French languages. The
Tenant shall provide the Landlord with the specifications of its signage
requirements before the Commencement Date, and from time to time,
as required by the Tenant.
Section 6.4
Unavoidable Delays
Notwithstanding anything in this Lease, if either party is bona fide delayed or
hindered in or prevented from the performance of any term, covenant, or act
required hereunder by reason of strikes or labour trouble; inability to procure
materials or services; power failure; restrictive governmental laws or
regulations; riots; insurrection; sabotage; rebellion; war; act of God; or other
reason whether of a like nature or not which is not the fault of the party
delayed in performing work or doing acts required under the terms of this
Lease (but excluding the inability to perform because of financial difficulties
or lack of funds), then the performance of that term, covenant or act is
excused for the period of the delay and the party delayed will be entitled to
perform the term, covenant or act within the appropriate time period after the
expiration of the period of the delay. If any of the events or problems referred
to in this Section 6.4 occur and either party contemplates that it will be bona
fide delayed or hindered in or prevented from the performance of any term,
covenant or act required hereunder by reason thereof, such party shall
forthwith deliver written notice to the other, with full and detailed particulars
setting out the nature of such event or problem and the period of the delay
contemplated by the party giving notice for the performance of any such term,
covenant or act required hereunder.
Section 6.5
Right -of -Way
If the Premises are now or hereafter served by any alley, easement or
right-of-way, the Tenant, its servants, agents, employees, licensees and
invitees shall have full right of ingress and egress over such alley, easement or
right-of-way in common with all others entitled thereto.
Section 6.6
Common Parking
The Common Parking Areas are available to the tenants of the Building as part
of the Common Areas and Facilities with the Tillsonburg Fire Department, the
Tenant, its employees and invitees shall, in addition to the Parking Spaces, be
entitled to use the Common Parking Areas, or any portion thereof, in common
with others entitled to the use thereof.
Section 6.7
Early Occupancy
If the Premises are available for occupancy prior to the Commencement Date
the Tenant may, at its option, occupy the Premises prior to such
Commencement Date, without any obligation to pay Rent. The Tenant agrees
that during such period of occupation prior to the Commencement Date, it
shall abide by the terms and conditions of this Lease as if this Lease was in
force and effect, save and except for the payment of Rent hereunder.
Section 6.8
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Damage and Destruction If, at any time during the Term, the Building shall be damaged or destroyed,
either in whole or in part, by fire or other peril insured against by the
Landlord, then, and in every such event:
(a) If the damage or destruction to the Building is such that, in the opinion
of the Tenant's architect to be given to the Landlord within twenty (20)
days of the date of the occurrence of such damage or destruction (the
"Date of Damage"), the Premises are rendered partially unfit for
occupancy or impossible or unsafe for use or occupancy, then the Rent
shall abate as of the Date of Damage in proportion to the part of the
Premises which is rendered unfit for occupancy or impossible or unsafe
for use or occupancy, and Rent will not be payable again until such
time as the Premises and the Leasehold Improvements have been fully
restored by the Landlord to their condition as of the Commencement
Date.
(b) If the damage or destruction to the Building is such that, in the opinion
of the Tenant's architect to be given to the Landlord within twenty (20)
days of the Date of Damage, the Premises are rendered wholly unfit
for occupancy or impossible or unsafe for use or occupancy, or that
reasonable or convenient access is prevented thereto, and if, in either
event, the damage, in the opinion of the Tenant's architect to be given
to the Landlord within twenty (20) days of the Date of Damage, cannot
be repaired with reasonable diligence within one hundred and twenty
(120) days of the Date of Damage, then either the Landlord or the
Tenant may terminate this tenancy within twenty (20) days following
the date of the giving of the Tenant's architect's opinion, upon written
notice to the other party, in which event this Lease and the Term
hereby demised will cease and be at an end as of the date of such
damage or destruction and the Rent shall be apportioned and paid in
full to the Date of Damage. (c)In the event that neither the Landlord nor
the Tenant shall terminate this Lease in accordance with the provisions
of Subsection 6.8(b) of this Lease, then the Landlord shall repair the
Premises, the Leasehold Improvements and the Building with all
reasonable speed and the Rent hereby reserved shall abate from the
Date of Damage until the date that either the Premises and Leasehold
Improvements are restored to their condition as of the Commencement
Date or reasonable and convenient access is restored thereto.
(c) In the event that neither the Landlord not the Tenant shall terminate
this Lease in accordance with the provisions of Subsection 6.8(b) of
this Lease, then the Landlord shall repair the Premises, the Leasehold
Improvements and the Building with all reasonable speed and the Rent
hereby reserved shall abate from the Date of Damage until the date that
either the Premises and Leasehold Improvements are restored to their
condition as of the Commencement Date or reasonable and convenient
access is restored thereto.
(d) If the damage or destruction is such that, in the opinion of the Tenant's
architect to be given to the Landlord within twenty (20) days of the
Date of Damage, the Premises are rendered wholly unfit for occupancy
or if it is impossible or unsafe to use and occupy the Premises, and if,
in either event, the damage, in the opinion of the Tenant's architect to
be given within twenty (20) days from the Date of Damage, can be
repaired with reasonable diligence within one hundred and twenty
(120) days of the Date of Damage, then the Rent shall abate from the
Date of Damage until the date the Premises and Leasehold
Improvements are restored to their condition as of the Commencement
Date, provided that the Landlord shall repair the Premises and the
Leasehold Improvements with all reasonable speed.
(e) The decision of the Tenant's architect as to the time within which the
damage or destruction to the Premises, the Leasehold Improvements or
the Building can or cannot be repaired, the extent of the damage, or the
state of tenantability of the Premises, as the case may be, shall be final
and binding upon the parties.
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(f) Notwithstanding anything contained in this Section 6.8, if the Landlord
Section 6.11
Re -Entry If the Rent hereby reserved, or any part thereof, shall be in arrears or
if the Tenant shall make default in the observance or performance of
any of the Tenant's covenants or agreements contained in this Lease
and such arrears or default shall continue for a period of fourteen (14)
days, then the Landlord may give the Tenant notice requiring the
Tenant to pay the arrears or remedy the default within thirty (30) days
of receipt of notice or such longer period as is reasonably required
under the circumstances. If the Tenant fails to pay the arrears or to
commence to remedy the default within such period, the Landlord may,
in addition to any other remedies the Landlord may have, either in this
Lease or at law, re-enter the Premises and the Term hereby granted
shall thereupon be terminated.
Section 6.12
Landlord's Default If the Landlord defaults in the observance or performance of any of its
covenants or agreements contained in this Lease, the Tenant may, at its option
and upon such reasonable notice as the circumstances warrant, remedy such
default and deduct the reasonable cost of such action from the Rent payable
under this Lease.
Section 6.13
Option to Extend (a) The Tenant shall be entitled to extend this Lease for one (1) further
terms of Five (5) years. Each extension shall be upon the same terms
and conditions of this Lease except that there shall be no further right
of extension and except for the Annual Rent, which shall for each
extension term be based upon: (1) 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 extension term. The Annual
Rent for each extension term shall be determined by mutual agreement
as of the date which is six (6) months prior to the expiry of the Term
or the first extension term, as the case may be, or failing such
agreement, by arbitration in accordance with Section 6.14 of this
Lease.
(b) The Tenant shall give written notice to the Landlord of its extension of
this Lease at least six (6) months prior to the end of the Term or the
first extension term, as the case may be.
Section 6.14
Arbitration If the parties are unable to agree upon the Annual Rent to be charged during
either of the extension terms provided for in this Lease, they shall submit the
dispute to arbitration in accordance with the provisions of the Arbitration Act,
S. 0. 1991, c. 17, as amended, or any successor act. Each party shall appoint
an arbitrator and the appointed arbitrators shall jointly choose a third arbitrator
-16-
does not commence to repair or restore the Premises, the Leasehold
Improvements or the Building within fifteen (15) days of the date of
delivery of the Tenant's architect's opinion, or, having commenced the
repair or restoration of the Premises, the Leasehold Improvements or
the Building does not continue to complete same with reasonable
dispatch, the Tenant may terminate this Lease upon fifteen (15) days'
prior notice to the Landlord, in which case, this Lease and the Term
hereby demised shall cease and be at an end as of the date of such
damage or destruction and the Rent shall be apportioned and paid in
full to the date of such damage or destruction.
Section 6.9
Leasehold Improvements by
Landlord at request
of Tenant
If so requested by the Tenant, the Landlord agrees to undertake the
installation of the Tenant's Leasehold Improvements during the Term
or any extension thereof pursuant to the provisions of Schedule "H"
attached hereto.
Section 6.10
Removal of Leasehold
Improvements
The Tenant may, but shall not be required to, at any time during the
Term, on termination or on any extension thereof, at its sole option,
remove or replace any Leasehold Improvements or alterations made or
installed in the Premises by it, or by the Landlord pursuant to Schedule
"H" attached hereto.
Section 6.11
Re -Entry If the Rent hereby reserved, or any part thereof, shall be in arrears or
if the Tenant shall make default in the observance or performance of
any of the Tenant's covenants or agreements contained in this Lease
and such arrears or default shall continue for a period of fourteen (14)
days, then the Landlord may give the Tenant notice requiring the
Tenant to pay the arrears or remedy the default within thirty (30) days
of receipt of notice or such longer period as is reasonably required
under the circumstances. If the Tenant fails to pay the arrears or to
commence to remedy the default within such period, the Landlord may,
in addition to any other remedies the Landlord may have, either in this
Lease or at law, re-enter the Premises and the Term hereby granted
shall thereupon be terminated.
Section 6.12
Landlord's Default If the Landlord defaults in the observance or performance of any of its
covenants or agreements contained in this Lease, the Tenant may, at its option
and upon such reasonable notice as the circumstances warrant, remedy such
default and deduct the reasonable cost of such action from the Rent payable
under this Lease.
Section 6.13
Option to Extend (a) The Tenant shall be entitled to extend this Lease for one (1) further
terms of Five (5) years. Each extension shall be upon the same terms
and conditions of this Lease except that there shall be no further right
of extension and except for the Annual Rent, which shall for each
extension term be based upon: (1) 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 extension term. The Annual
Rent for each extension term shall be determined by mutual agreement
as of the date which is six (6) months prior to the expiry of the Term
or the first extension term, as the case may be, or failing such
agreement, by arbitration in accordance with Section 6.14 of this
Lease.
(b) The Tenant shall give written notice to the Landlord of its extension of
this Lease at least six (6) months prior to the end of the Term or the
first extension term, as the case may be.
Section 6.14
Arbitration If the parties are unable to agree upon the Annual Rent to be charged during
either of the extension terms provided for in this Lease, they shall submit the
dispute to arbitration in accordance with the provisions of the Arbitration Act,
S. 0. 1991, c. 17, as amended, or any successor act. Each party shall appoint
an arbitrator and the appointed arbitrators shall jointly choose a third arbitrator
-16-
to create a board of three arbitrators, the majority decision of which shall be
binding upon the parties. If either party shall refuse to appoint an arbitrator
within thirty (30) days of being served with written notice of arbitration by the
other party, then the arbitrator first appointed shall, at the request of the party
appointing him, proceed to determine the Annual Rent as if he were a single
arbitrator appointed by both parties.
In such cases the single arbitrator shall receive and consider written or oral
submissions from both parties. If two arbitrators are appointed and they fail,
within ten (10) days of the appointment of the second of them, to agree upon
the appointment of the third arbitrator, then upon the application of either
party the third arbitrator shall be appointed by a Judge of the Ontario Court
(General Division). Each party shall pay the fees and expenses of the
arbitrator appointed by it and one-half of the fees and expenses of the third
arbitrator.
Section 6.15
Non -Waiver No condoning, excusing or overlooking by the Landlord or Tenant of any
default, breach or non -observance by the Tenant or the Landlord at any time
or times in respect of any covenant, proviso or condition herein contained
shall operate as a waiver of the Landlord's or the Tenant's rights hereunder in
respect of any continuing or subsequent default, breach or non -observance, or
so as to defeat or affect in any way the rights of the Landlord or the Tenant
herein in respect of any such continuing or subsequent default or breach, and
no waiver shall be inferred from or implied by anything done or omitted by
the Landlord or the Tenant save only an express waiver in writing.
Section 6.16
Non -Disturbance Agreement The Landlord shall obtain, at any time during the Term, upon written request
of the Tenant and at the Landlord's sole cost and expense, a non -disturbance
agreement in the form attached hereto as Schedule "I" from every head
landlord, mortgagee or other encumbrancer of the Lands.
Section 6.17
Notices
Any notice required or contemplated by any provision of this Lease shall be
given in writing enclosed in a sealed envelope 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. The time of giving of notice
by either registered or signature mail shall be conclusively deemed to be the
third 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.
Section 6.18
Entire Agreement
The Tenant and the Landlord acknowledge that there are no covenants,
representations, warranties, agreements or conditions, expressed or implied,
collateral or otherwise, forming part of or in any way affecting or relating to
this Lease save as expressly set out in this Lease and that this Lease and the
Schedules hereto constitute the entire agreement between the Landlord and the
Tenant and may not be modified except as herein explicitly provided or except
by subsequent agreement in writing of equal formality hereto executed by the
Landlord and the Tenant. Schedules "A", "B", "C", "D", "E", "F" and "G",
which are attached to this Lease, form part of this Lease.
Section 6.19
Registration
The Tenant may, at its option, register a Notice of this Lease in the applicable
Land Registry or Land Titles Office and the Landlord will cooperate with the
Tenant to facilitate the registration and execute all documentation required for
such purpose.
Section 6.20
Severability
The Landlord and the Tenant agree that all of the provisions of this Lease are
to be construed as covenants and agreements as though the words importing
such covenants and agreements were used in each separate paragraph hereof.
Should any provision or provisions of this Lease be illegal or not enforceable,
it or they shall be considered separate and severable from this Lease and its
remaining provisions shall remain in force and be binding upon the parties
hereto as though the said provision or provisions had never been included.
Section 6.21
Interpretation
The words "herein", "hereof', "hereby", "hereunder", "hereto",
"hereinafter", and similar expressions refer to this Lease and not to any
-17-
In the event of a conflict between the provisions of the Offer to Lease and
those of this Lease, such provisions of this Lease shall prevail.
Section 6.25
Binding on Tenant This Lease shall not be binding upon the Tenant until it has been executed by
or on behalf of the Chair of the Management Board of Cabinet.
Section 6.26
Governing Law This Lease shall be governed by and construed in accordance with the laws of
Ontario.
Section 6.27
Time of Essence Time shall be of the essence hereof.
Section 6.28
Freedom of Information The Landlord acknowledges, agrees and consents to the release by the Tenant
of this Lease and any information contained herein.
IN WITNESS WHEREOF the parties hereto have executed this Lease.
SIGNED, SEALED & DELIVERED
-18-
To
r io the Town of Tillsonburg
Per: 4", 'k
N xxxxc David Morris
Title: MWiz CAO/Clerk
Authorized Signing Officer
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO AS REPRESENTED BY THE
CHAIR OF THE MANAGEMENT BOARD
OFC ET
Per: � -a
Jo van Vliet
Vice -President Facilities, SW Region
uthorized Signing Officer
particular paragraphs section or other portion thereof, unless there is
something in the subject matter or context inconsistent therewith. In no event
shall this Lease be interpreted as a net lease and the Tenant shall only be
responsible for costs and expenses specifically set out herein.
Section 6.22
Headings and Captions
The headings in this Lease have been inserted as a matter of convenience and
for reference only and in no way define, limit or enlarge the scope of meaning
of this Lease nor any of the provisions hereof.
Section 6.23
Effect of Lease
This Lease and everything herein contained shall operate to the benefit of any
and be binding upon the respective successors, assigns and other legal
representatives, as the case may be, of each of the parties hereto subject to the
granting of consent by the Landlord as provided herein to any assignment or
sublease, and subject to the provisions of Section 6.24 of this Lease, every
reference herein to any party hereto shall include the successors, assigns and
other legal representatives of such party.
Section 6.24
Survival of Agreement
Neither the execution of this Lease nor the occupancy of the Premises by the
Tenant waives the obligations of the Landlord or the Tenant to comply fully
with and to perform the terms, covenants and conditions of the Offer to Lease.
The provisions of the Offer to Lease shall survive until waived expressly, are
performed, or are otherwise satisfied. Any waiver by either the Landlord or
Tenant of a condition or the performance of any obligation of either of them
under the Offer to Lease shall be effective only if in writing.
In the event of a conflict between the provisions of the Offer to Lease and
those of this Lease, such provisions of this Lease shall prevail.
Section 6.25
Binding on Tenant This Lease shall not be binding upon the Tenant until it has been executed by
or on behalf of the Chair of the Management Board of Cabinet.
Section 6.26
Governing Law This Lease shall be governed by and construed in accordance with the laws of
Ontario.
Section 6.27
Time of Essence Time shall be of the essence hereof.
Section 6.28
Freedom of Information The Landlord acknowledges, agrees and consents to the release by the Tenant
of this Lease and any information contained herein.
IN WITNESS WHEREOF the parties hereto have executed this Lease.
SIGNED, SEALED & DELIVERED
-18-
To
r io the Town of Tillsonburg
Per: 4", 'k
N xxxxc David Morris
Title: MWiz CAO/Clerk
Authorized Signing Officer
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO AS REPRESENTED BY THE
CHAIR OF THE MANAGEMENT BOARD
OFC ET
Per: � -a
Jo van Vliet
Vice -President Facilities, SW Region
uthorized Signing Officer
SCHEDULE "A"
LEGAL DESCRIPTION OF THE LANDS
Plan 500, Lot 438, Part Lot 439, as shown on Reference Plan, 41R4917, Part 1 (1.31) acres.
SCHEDULE "B"
FLOOR PLAN
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SCHEDULE "D"
ELECTRICAL REQUIREMENTS
Electrical requirements should be provided to meet standards outlined in Section 5.3 of the Lease and as
follows:
1. Electrical Power
1.1 Distribution system and utilization voltages must be 600 volts, 3 phase, 4 wire or
208/120 volts, 3 phase, 4 wire and available within the Building for mechanical
equipment.
1.2 Emergency power including supply for exit lighting, stairwell lighting, fire alarm and
other systems to be in accordance with all relevant legislation, codes and regulations.
1.3 Powered electrical panel boards with a minimum capacity of 42 circuits, each ready for
feeds on each floor with the capacity to provide 120 volt dedicated circuits.
1.4 Landlord to supply, in addition to the lighting system, 44 watts of power per rentable
square metre at the panel boards for the Tenant's use. Each transformer supplying a
paperboard to which desktop computers are to be connected, shall be derated to 70% of
its nameplate rating exclusive of any allowance for future loads, to allow for harmonic
currents. The neutral conductors of the feeders from the transformer to the panel
boards shall have twice the current rating of the phase conductors.
1.5 Special grounding for computer or other electronic equipment is not required unless
specifically described elsewhere in the Lease.
1.6 All existing wiring within the Premises shall be removed back to the panel boards.
1.7 Each floor or part floor of the Premises shall be equipped with local switches for
lighting control.
2. Levels of Illumination
The levels of illumination shall be in accordance with IES recommendations and the listed levels
below shall represent the minimum average maintained conditions and in the case of office and
working space shall be:
Area Level (in Lux)
Office space without VDT (Visual 500 (at desktop)
Data Terminals) use, reading tasks
Office space with VDT use* 300 (at desktop)
(provide local task lighting to
provide minimum 500 lux where
reading tasks performed)
Lobbies, storage, washrooms 200 (at floor)
Circulation areas, stairs 100 (at floor)
Covered parking 50 (at pavement)
100 (at entrance)
Exterior parking 10 (at pavement)
* Provide VDT area lighting in accordance with IES recommendations as to ceiling brightness
as well as lighting level.
SCHEDULE "E"
HVAC SYSTEM
The Premises should be heated with artificial heat to a proper and reasonable temperature and
provide air-conditioning, ventilation, and humidification in accordance with the following
standards.
1.1 Heating shall maintain an indoor temperature of 22 degrees Celsius f 1 degree Celsius
temperature of 22 dry bulb.
1.2 The air-conditioning system shall maintain an indoor temperature of not more than 24
degrees Celsius dry bulb with a 2 degrees Celsius upswing in the summer with outside
peak design temperatures as indicated in "Climate Information for Building Design in
Canada 1975" (Supplement No. 1 of the National Building Code of Canada).
1.3 The ventilation system shall supply a minimum of 10.0 litres per second of outside air per
10.0 square metres of net floor area at all outside conditions. (Based on 100 square feet
floor area per person and 20 cfm per person fresh air for office spaces as per ASHRAE
standard 62-1989).
1.4 The humidification system shall maintain a minimum of 20% relative humidity at outside
conditions below minus 5 degrees Celsius, and a minimum of 25 % relative humidity at
outside conditions above minus 5 degrees Celsius. The Building envelope must contain a
suitable vapour barrier when humidification is required.
1.5 The carbon dioxide concentration shall not exceed 800 PPM at all locations.
1.6 The Landlord shall ensure that all control settings are checked prior to the beginning of
each Business Day and after any temporary office closure periods such as weekends or
statutory holidays, to ensure that proper environmental conditions are met.
SCHEDULE " F"
WASTE MANAGEMENT AND RECYCLING PROGRAM
The Government of Ontario Recycling Program is as follows:
1. Waste in premises leased by the Tenant will be separated by employees of the Occupant Ministry
into five (5) categories (herein referred to as "Source Separated Recyclable Materials"):
1.1 Fine Paper
1.2 Newspaper
1.3 Glass and metal, and food and beverage containers
1.4 Disposable Waste
1.5 Cardboard
Note: The number of categories may be increased or materials within categories changed.
2. The Tenant will provide the following equipment to assist the Landlord in the collection of Source
Separated Recyclable Materials:
2.1 Desk -top collection containers to be placed on each individual's desk, and to be
emptied by the Tenant.
2.2 Metal floor bins for the central collection of newspapers and fine papers.
2.3 Reusable burlap bags to line the metal floor bins.
2.4 Blue boxes for the collection of glass and metal food and beverage containers.
3. Source separation will be carried out by employees of the Occupant Ministry in the following
manner:
3.1 Collecting of fine paper in desktop containers.
3.2 Depositing fine paper in strategically located floor containers marked "The Paper
Saver".
3.3 Depositing newspapers in strategically located floor containers marked "The
Newspaper Saver".
3.4 Depositing glass, and metal, food and beverage containers into strategically located
"Blue Box" containers.
3.5 Depositing all other waste into existing waste bins at each work station.
4. All 5 categories listed in Section 1 hereof will be collected in accordance with existing
housekeeping and maintenance routines (i.e. containers dumped daily by cleaning staff). The five
(5) categories will be kept separate and distinct in the Landlord's holding area for pickup of
recyclables. The Landlord agrees to collect, store and remove all Source Separated Recyclable
Materials from the Premises on a regular basis, and as required for the purposes of recycling.
5. The remaining waste, as described in Category 1.4 of Section 1, will be handled in the usual
manner for the Premises and Building.
SCHEDULE "G"
CONSERVATION OF ENERGY AND WATER
In view of the Tenant's policy of conservation of energy and water, the Landlord covenants to adhere
under the Lease, wherever possible, to the following procedures;
1. Lighting
Energy consumed for lighting shall be reduced by removing non-essential lamps and fixtures and
by applying non-uniform lighting standards to existing lighting systems. During working hours,
overhead nominal levels in lux shall be:
1.1 Service area of public areas 150
1.2 Circulation areas within office space,
but not at workstations or comparable space 300
1.3 Normal office work, reading, writing, etc.
or comparable task 500
Reduction in overhead lighting shall be accomplished with minimum deviation from the specified
levels. Where the "heat of light" technology is used, consideration shall be given to the
additional cost and energy requirements of an alternative source of heat. Off -hour and exterior
lighting shall be eliminated, except where it is essential for safety, security or heating of
purposes.
2. Heating and Cooling
Energy consumed for heating and cooling shall be reduced:
2.1 During the heating season, temperature control devices for general office space shall be to
maintain 70-72 degrees Fahrenheit (21-22 degrees Celsius) during working hours and not
more than 65 degrees Fahrenheit (18 degrees Celsius) during non -working hours.
Temperatures in warehouses and similar space shall be adjusted lower than the 65-68
degrees Fahrenheit (18-20 degrees Celsius) depending on the type of occupancy and
activity in the space.
2.2 During the cooling season, temperature control devices for general office space shall be
set to maintain 76-78 degrees Fahrenheit (24-26 degrees Celsius) during working hours
and up to 86 degrees Fahrenheit (30 degrees Celsius) during non -working hours.
3. Water
3.1 Landscape Architectural Considerations:
3.1.1 Use drought -tolerant plants when designing the landscape.
3.1.2 Consider sub -surface drip irrigation systems.
3.1.3 Where feasible, store rain water in settling ponds to be used for irrigation.
3.1.4 Avoid, where feasible, creating large paved areas around buildings.
3.2 Mechanical Considerations:
3.2.1 Use reduced flow rate type plumbing fixtures (Max 0.189 L/sec. (3 US -GPM) per shower head).
3.2.2 Consider utilizing metering type valves, to limit duration of water flow in fixtures.
3.2.3 Use low flow water closets with not more than 13 litres per flush.
4. Cleaning (where cleaning is carried out under direction of the Landlord)
The Landlord shall ensure that all office lights in the Building are switched off promptly at 6:00
p.m. each night except on portions of floors where employees of the Occupant Ministry, other
tenants of the Building or cleaning staff are working. Office lights are to be switched off on the
floors or portion of a floor as cleaning is completed. Cleaning to be scheduled in such a manner
as to optimize the energy saving for heating, cooling and lighting.
SCHEDULE "H"
SHOULD THE LANDLORD UNDERTAKE TENANT'S IMPROVEMENTS
If so requested by the Tenant, the Landlord agrees, at no additional charge to the Tenant whatsoever, to
assume the responsibility for coordinating the construction of the Tenant's Leasehold Improvements based
on plans to be supplied by the Tenant or to be prepared by the Landlord under the supervision of the
Tenant. In undertaking this responsibility, the Landlord agrees to obtain a minimum of five (5)
competitive quotations from contractors, two (2) of which may, at the option of the Tenant, be nominated
by the Tenant, and in doing so shall include a statement in the request for quotations from potential
contractors that the lowest quotation will not necessarily be accepted. Such quotations will be obtained in
a manner prescribed by the Tenant and will provide a breakdown of major component costs to the extent
considered necessary by the Landlord and the Tenant for purposes of evaluation.
When the Landlord undertakes to coordinate the construction of the Leasehold Improvements at the
request of and on behalf of the Tenant, and where such work is paid for by the Tenant exclusive of any
agreed upon rental payment, such work will be considered an item of "public work" and will be subject to
the provisions of the Construction Lien Act, R.S.O. 1990, c.C.30, as amended, or any successor act.
Upon completion of an item of "public work" on behalf of the Tenant, the Landlord agrees to provide:
(a) A Workers' Compensation Board Certificate of good standing; and
(b) A Management Board Secretariat Statutory Declaration form (MBS 2608), duly completed
and notarized.
Final payment for the item of "public work" by the Tenant will be held pending receipt of these
documents.
In the event that the Landlord is requested by the Tenant to coordinate the construction of any Leasehold
Improvements as aforesaid, the Tenant may, at its option, require the Landlord to enter into a contract
with the Tenant, in a form acceptable to the Tenant, outlining further the terms and conditions on which
the Landlord will coordinate such construction.
SCHEDULE "I"
NON -DISTURBANCE AND ATTORNMENT AGREEMENT
FILE #L-10762
THIS AGREEMENT made as of the
: ./ *Diu
WHEREAS:
day of , 200
The Corporation of the Town of Tillsonburg
(the "Mortgagee")
OF THE FIRST PART
-and-
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS
REPRESENTED BY THE CHAIR OF THE MANAGEMENT
BOARD OF CABINET
(the "Minister")
OF THE SECOND PART
A. The Corporation of the Town of Tillsonburg (the "Landlord") is the owner of certain lands and premises
situate in the Town of Tillsonburg, in the Regional Municipality of Haldimand-Norfolk, more particularly
described in Schedule "A" attached hereto (the "Lands") and has granted a Charge/Mortgage of Land thereon
to the Mortgagee (the "Mortgage") which was registered on the day of ,
200 in the Land Registry Office for the Land Division of as Instrument
Number
B. The Minister is the tenant under an offer to lease submitted by the Landlord, as landlord, on
and accepted by the Minister, as tenant, on (the "Offer to Lease"),
pursuant to which the Landlord leased to the Tenant certain premises in the building (the "Building") located
on the Lands being floor thereof more particularly described and shown in the Offer to
Lease (the "Premises") for a term (the "Term") and on and subject to the conditions set forth therein, a copy
of which has been delivered to the Mortgagee.
C. The Offer to Lease provides that the Landlord and the Minister, as tenant, shall enter into a lease in the
form attached to the Offer to Lease (the "Lease").
D. The Mortgagee and the Minister desire to confirm their agreement with respect to the Mortgage, the Offer
to Lease and the Lease.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and
intending to be legally bound, the Mortgagee and the Minister hereby agree and covenant as follows:
1. The Mortgagee represents and warrants to the Minister that the Mortgage is unamended, in full force and
effect and in good standing as at the date of this Agreement and there is no default thereunder.
2. The Minister represents and warrants to the Mortgagee that the Offer to Lease is unamended, in full force
and effect and in good standing as at the date of this Agreement and that the Landlord and the Minister are
not in default thereunder.
3. The Minister hereby agrees that the Offer to Lease and the Lease are now, and shall at all times continue
to be, subject and subordinate in every respect to the Mortgage and to all renewals, modifications,
consolidations, replacements and extensions thereof and agrees that if, and for so long as the Mortgagee
becomes a mortgagee in possession or realizes on its security by entering into ownership, possession or
control of the Building and the Lands (together the "Project"), the Minister shall attorn to the Mortgagee as a
tenant upon the terms of the Offer to Lease and the Lease. The Mortgagee hereby agrees with the Minister
that for so long as the Minister is not in default under either of the Offer to Lease or the Lease beyond the
period of time thereunder permitted for rectification of the default:
(a) the Minister's possession of the Premises and the Minister's rights and privileges under the Offer to
Lease and the Lease, or any extensions or renewals thereof which may be effected in accordance
with any option therefor in the Offer to Lease and the Lease, shall not be diminished or interfered
with by the Mortgagee other than in the lawful exercise of the Landlord's covenants and rights
contained in the Offer to Lease and the Lease; and
(b) all of the Minister's rights and privileges under the Offer to Lease and the Lease, including, without
limitation, its rights of possession of the Premises and any rights of extension or renewal of the
Offer to Lease and the Lease and all of the covenants and obligations of the Landlord under the
Offer to Lease and the Lease, shall be binding upon the Mortgagee if, and only for so long as, it
becomes a mortgagee in possession or realizes on its security by entering into ownership, possession
or control of the Project notwithstanding any default under the Mortgage.
4. This Agreement shall not prevent or inhibit dealings between the Minister and the Landlord concerning
the Offer to Lease and the Lease, including any amendments, waivers, assignments, sublets or agreements
affecting the Offer to Lease and the Lease.
5. This Agreement may not be modified orally or in any other manner than by an agreement in writing
signed by the parties hereto or their respective successors in interest.
6. This Agreement shall enure to the benefit of and be binding upon the parties hereto, their respective
successors and assigns.
7. Any notice or communication to be given hereunder shall be deemed to have been sufficiently and
effectively given if sent by either personal service or pre -paid registered mail to the party for which it is
intended as follows:
(a) To the Mortgagee:
(b) To the VP of Facilities SW Region:
c/o Ontario Realty Corporation
Southwest Region
1 Stone Road West, 4th Floor
Guelph, ON NIG 4Y2
Attn: The Vice -President
The date of receipt of any such notice shall be the date of delivery of such notice of service if service is made
personally or the third (3rd) business day after sending by pre -paid registered mail. Any party may from time
to time notify the other of a change in address which thereafter, until changed by like notice, shall be the
address of such party for all purposes of this Agreement. The Minister agrees to deliver to the Mortgagee,
simultaneously with delivery to the Landlord, a copy of any notice delivered by the Minister to the Landlord
to the effect that the Landlord has breached either of the Offer to Lease or the Lease in a material way.
8. The parties hereto agree that they will from time to time at the reasonable request of the other party
execute and deliver such instruments, conveyances and assignments and take such further action as may be
required pursuant to the terms hereof to accomplish the purposes of this Agreement.
9. The parties acknowledge that the recitals set forth above are true and accurate in all respects.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
SIGNED, SEALED & DELIVERED
The Corporation of the Town of Tillsonburg
Per:
Per:
Name:
Title:
Authorized Signing Officer C.S.
Name:
Title:
Authorized Signing Officer
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO AS REPRESENTED BY THE CHAIR
OF THE MANAGEMENT BOARD OF CABINET
Per:
John van Vliet
Vice -President of Facilities, SW Region
Authorized Signing Officer
SCHEDULE "J"
HOUSEKEEPING SERVICES
SPECIFICATIONS
These specifications are designed to represent the recommended frequency of services anticipated, but
are subject to specific site and weather conditions, with the fundamental criterion being that there be
no visible soil on the Premises at the commencement of Normal Business Hours.
1. ENTRANCES, MAIN LOBBY AND HALLWAYS
1.1 NIGHTLY SERVICES
1.1.1 Non -carpeted flooring will be swept using a dust -preventive method, washed
and spray -buffed.
1.1.2 Matting will be thoroughly vacuumed.
1.1.3 All lobby carpet will be vacuumed and spot -cleaned.
1.1.4 All entrance glass will be cleaned on both sides.
1.1.5 All metal door frames will be wiped clean.
1.1.6 All finger marks and smudges will be removed from walls, table tops,
reception desks, directory boards, and interior glazing.
1.1.7 All horizontal surfaces such as furniture, ledges, heating apparatus, and similar
surfaces will be wiped.
1.1.8 All waste receptacles will be emptied and cleaned, pursuant to the provisions
of Schedule "F".
1.1.9 Furniture will be brushed or spot -wiped as appropriate.
1.1.10 Cigarette butts, matches etc will be swept and removed from outside
walkways, steps and landings.
1.2 PERIODIC SERVICES
1.2.1 Non -carpeted flooring will be stripped and refinished twice each year, with
such service recorded by the Landlord or its representative.
1.2.2 All floor grilles in entrances will be lifted and the recess thoroughly cleaned
weekly.
1.2.3 All fabric furniture will be vacuumed weekly.
1.2.4 Carpeted flooring will be professionally steam cleaned once each year.
1.2.5 All windows will be washed inside and outside twice per year.
2. ELEVATOR LOBBIES
2.1 NIGHTLY SERVICES
2.1.1 Non -carpeted flooring will be swept using a dust -preventive method, washed
and spray -buffed.
2.1.2 All carpeted floors will be thoroughly vacuumed wall-to-wall and
spot -cleaned, spots being defined as a maximum of three inches in diameter.
2.1.3 All waste receptacles will be emptied and cleaned, pursuant to the provisions
of Schedule "F".
2.1.4 Drinking fountains will be cleaned with a germicidal agent and polished.
2.1.5 All doors will be cleaned and damp -wiped.
3
2.1.6 Finger marks and smudges will be removed from walls, glass, signs, and
elevator call button panels.
2.1.7 Elevator doors and frames will be damp -wiped.
2.2 PERIODIC SERVICES
2.2.1 Non -carpeted floors will be stripped and refinished twice each year, with such
service being recorded in the daily logbook by the Landlord.
2.2.2 High dusting of door frames, ledges, and similar surfaces, will be performed
every two weeks.
2.2.3 Carpeted flooring will be professionally steam cleaned once each year.
2.2.4 All windows will be washed inside and outside twice per year.
ELEVATORS
3.1 NIGHTLY SERVICES
3.1.1 All carpets will be thoroughly vacuumed and spot -cleaned.
3.1.2 Walls, glass, and metal work will be cleaned and polished.
3.1.3 Door tracks will be vacuumed and wiped.
3.1.4 Doors and door frames on all floors will be damp -wiped.
3.2 PERIODIC SERVICES
3.2.1 Elevator tracks will be brushed and polished weekly.
3.2.2 Carpeted flooring will be professionally steam cleaned once each year.
3.2.3 All windows will be washed inside and outside twice per year.
4. WASHROOMS
4.1 NIGHTLY SERVICES
4.1.1 Floors will be swept, washed, and rinsed using a germicidal agent.
4.1.2 All basins, toilet bowls, and urinals will be washed and disinfected.
4.1.3 Both sides of all toilet seats will be washed and disinfected.
4.1.4 Paper towel and sanitary disposal receptacles will be emptied and cleaned.
4.1.5 All mirrors, counters, shelves, and exposed plumbing will be cleaned and
polished.
4.1.6 All toilet tissue holders, soap dispensers, towel dispensers, and sanitary napkin
or tampon dispensers will be replenished.
4.2 PERIODIC SERVICES
4.2.1 Partitions and tile walls will be washed monthly.
4.2.2 Floors will be machine -scrubbed monthly.
4.2.3 Lights and grilles will be cleaned monthly.
4.2.4 Partitions, tile walls, and dispensers will be damp -wiped with a germicidal
agent weekly.
5. COFFEE STATIONS AND KITCHENS
5.1 NIGHTLY SERVICES
5.1.1 Sinks and counter tops will be cleaned with a germicidal agent and polished.
5.1.2 Finger marks and smudges will be removed from doors, walls, and cupboards.
5.1.3 The exterior of appliances will be wiped clean.
5.1.4 Table tops, and chairs, will be wiped clean.
5.1.5 All waste receptacles will be emptied and cleaned. The exterior of waste
receptacles will be cleaned and liners replaced, pursuant to the provisions of
Schedule "F".
5.1.6 Non -carpeted floors will be swept and damp -mopped.
5.1.7 Carpeted floors will be thoroughly vacuumed and spot -cleaned, spots being
defined as a maximum of three inches in diameter.
5.2 PERIODIC SERVICES
5.2.1 Bases of tables will be wiped clean weekly.
5.2.2 Dusting of horizontal surfaces beyond six feet in height will be performed
monthly.
5.2.3 Fabric furniture will be vacuumed monthly.
5.2.4 Non -carpeted floors will be spray -buffed weekly, stripped and refinished twice
each year.
5.2.5 Carpeted flooring will be professionally steam cleaned once each year.
6. OFFICE AREAS
6.1 NIGHTLY SERVICES
6.1.1 All non -carpeted flooring will be swept using a dust -preventive method;
spillages will be removed.
6.1.2 All carpeting will be vacuumed in traffic lanes, meaning the area of movement
by an employee to and from his/her desk, and litter will be picked up in any
other area.
6.1.3 All waste paper receptacles will be emptied, with liners replaced as necessary
and if applicable, pursuant to the provisions of Schedule "F".
6.1.4 All furniture, window ledges, and work station partitions will be dusted to the
level of five feet.
6.1.5 Finger marks and smudges will be removed from walls, glazing, and file
cabinets.
6.1.6 Telephones will be dusted.
6.1.7 All entrance doors will be locked during and after housekeeping service.
6.2 PERIODIC SERVICES
6.2.1 Non -carpeted floors will be spray -buffed weekly, stripped and refinished twice
each year.
6.2.2 Carpeted floors will be thoroughly vacuumed weekly: wall-to-wall, corners
and edges, desk wells, and shall be spot -cleaned weekly, spots defined as
having a maximum diameter of three inches.
6.2.3 Vertical surfaces, such as sides of desks, tables, filing cabinets, and equipment
will be hand dusted weekly.
6.2.4 Wall hangings (except artwork), tops of doors, high ledges and cabinets, exit
signs, wall clocks and similar items will be dusted once per month.
6.2.5 All fabric chairs will be whisked or vacuumed monthly.
6.2.6 Telephones will be wiped clean monthly with a germicidal agent.
6.2.7 All kickplates, pushplates, and similar metal will be cleaned weekly.
6.2.8 All waste receptacles will be washed monthly.
7.
7.1
7.2
8.
8.1
8.2
a
10.
6.2.9 Blinds/drapes will be dusted/vacuumed twice annually, as appropriate.
6.2.10 Window ledges will be damp -wiped weekly.
6.2.11 Wax, scuff marks, or dust will be removed from baseboards weekly.
6.2.12 Interior glazing will be washed, on both sides, twice each year.
6.2.13 Recycling receptacles will be emptied and relined as required.
6.2.14 Carpeted flooring will be professionally steam cleaned once each year.
STAIRWELLS AND LANDINGS
NIGHTLY SERVICES
7.1.1 Stairs and landings will be policed for litter and spills.
7.1.2 All doors and hardware will be dusted, and finger marks removed.
PERIODIC SERVICES
7.2.1 All stairs and landings will be damp -mopped weekly and washed monthly.
7.2.2 If applicable, landings will be spray -buffed weekly, refinished as necessary to
maintain an optimum appearance, stripped and refinished annually.
7.2.3 All baseboards, handrails, ledges, interior doors, kick and push plates, handles
and door knobs, and light fixtures will be dusted monthly.
RECEIVING AREAS
NIGHTLY SERVICES
8.1.1 Litter will be picked up and waste removed, pursuant to the provisions of
Schedule "F".
8.1.2 Flooring will be swept and damp -mopped.
PERIODIC SERVICES
8.2.1 Flooring will be thoroughly washed weekly.
JANITORIAL ROOMS AND FACILITIES
These facilities (including their doors, frames, kick and push plates, handles, knobs, floors,
ceiling grilles, shelving, vertical and horizontal surfaces, baseboards, light fixtures) must be
maintained to reflect the same standards established in the Building for comparable areas.
Janitorial contractor's materials and equipment must be stored in an orderly and neat fashion
and no accumulation of dirty rags or other debris will be permitted.
GROUNDS
10.1 Landscaping and maintenance of all outside or enclosed areas.
10.2 Removal of snow and ice including dirt, dust or other loose or objectionable
materials from sidewalks, including municipal sidewalks if applicable,
driveways and parking lots to ensure the safety of the public and the
unhindered flow of vehicular traffic.
11. INSPECTION
The Tenant will have the right to inspect the Building to ensure that the work is being
performed to the Tenant's satisfaction.
2.
3.
4.
5
7.
8.
a
SCHEDULE"K"
ELEVATORS
to as the "Building Population"), from time to time and at any time present in or occupyin
any part of the Building above the ground level floor thereof, under peak load conditio
Elevator cars shall be fully automatic.
Where storage space, being part of the Premises under lease to the Tenant, any Parking
Spaces provided as required under such lease, is or are located in the ba ent or any level
of the Building other than an office floor, access to and from such st ge space and Parking
Spaces by means of an elevator shall be provided.
Where elevators are provided, the number, capacity and spe of the elevators shall be such
that fifteen (15%) percent of the Building Population loc d above the ground level floor
may be transported up into the Building in a five (5) ute period, with an interval between
cars of thirty-five (35) seconds or less.
If a freight elevator' rovided, one ( ator shall hav ceiling to
accommodate the to f furniture an large items. lord shall provide
rotective pads as r
by the Ten
1 elevator control
si ed in
manner that
ily accessible to
ons with disabil
evator doors m
e multi be
ed door ope
'ces.
ators m
ammed to st
y at specifie
Tenant's Normal
Ho or s
er times as
determined
Te
m time to time.
O vator shat
rable eac
very hour of
d ev
throughout the
Te remainde
elevators
a operable
'lable
oughout the
pe ' 7:00 A.
:00 P.M.
d every day
t Satur
days and
[Date]
Ontario Realty Corporation
Southwest Region
1 Stone Road West, 4th Floor
Guelph, ON N 1 G 4Y2
Attention: The Vice -President
Dear Sirs:
SCHEDULE "L"
ARCHITECT'S CERTIFICATE
Re: Her Majesty the Queen in Right of Ontario as represented by the
Chair of the Management Board of Cabinet ("Tenant") lease ("Lease")
from The Corporation of the Town of Tillsonburg ("Landlord") of premises
within the building ('Building") located at 90 Concession St. E., Tillsonburg,
ON Our Lease File Number: L-10762
The undersigned, an (Ontario Land Surveyor/Architect/Professional Civil Engineer) licensed to
practise in the Province of Ontario, hereby certifies to the Tenant that the Premises and Building have
been measured on site according to the provisions of the Lease (which provisions are reproduced in
Appendix (i) hereto), and that:
Total area of the floor within perimeter walls: sq. ft.
Less: Major vertical penetrations (outside of enclosing walls)
Elevator shaft sq. ft.
Stairwell sq. ft.
Others (Ducts, etc.) sq. ft. sq. ft.
Rentable Area of the floor sq. ft.
Usable Area of the Premises sq. ft.
Add: Usable Area of all other leased premises
on the floor sq. ft.
Usable Area of the floor sq. ft.
Rentable/Usable Conversion Factor for the floor: % Ratio
Rentable Area of the Premises sq. ft.
(Ontario Land Surveyor/Architect/
Professional Engineer) (affix seal)
APPENDIX (i)
1. 'Building" means the building erected on the Lands, from and including the lowest floor or level of
the Building to and including the roof of the Building, the Common Areas and Facilities, the
Parking Areas, and the areas and facilities exclusively serving the Building, which areas and
facilities may include, without limitation, lobbies, foyers and vestibules, sidewalks, storage and
mechanical areas, Mechanical and Electrical Systems, janitor rooms, mail rooms, telephone, rooms
for the Mechanical and Electrical Systems, stairways, escalators, elevators, truck and receiving
areas, driveways, loading docks and corridors.
2. "Rentable Area of the Premises" has been calculated in accordance with the American National
Standard Method for Measuring Floor Area in Office Buildings (ANSI Z65.1-4980)(BOMA), as of
the Commencement Date, to be square feet. In the event that the American
National Standard Method for Measuring Floor Area in Office Buildings is revised or amended at
any time during the Term, the method of calculation referred to above shall continue to be used to
define the Rentable Area of the Premises for the remainder of the Term.
3. "Usable Area of the Premises" shall be calculated in accordance with the American National
Standard Method for Measuring Floor Area in Office Buildings (ANSI Z65.1--1980)(BOMA). In
the event that the American National Standard Method for Measuring Floor Area in Office
Buildings is revised or amended at any time during the Term, the method of calculation referred to
above shall continue to be used to define the Usable Area of the Premises for the remainder of the
Term.
4. "Premises" means the premises containing a Rentable Area, which, as of the Commencement Date,
has been calculated to be square feet and occupying floor
of the Building. If the Premises are entirely self -enclosed, their boundaries extend (a) to the inside
finished surface of the permanent outer walls; and (b) from the top surface of the structural subfloor
to the bottom surface of the suspended ceiling. If the Premises have no suspended ceiling abutting
the demising walls and are open to the ceiling or the bottom surface of the structural ceiling of the
Building, the boundaries of the Premises extend from the top surface of the structural subfloor to the
height of the demising walls. The location of the Premises is outlined on the plan attached to the
Lease as Schedule "B".