11
TELECOI~~UMCATIOM LICENSE AGREEABSENT 17415 AGREEMENT dated this lgth day of September. 2000. 762910 ALBERTA IEC. (the "Owner") SELL XNTRIGNA INC. {the "Licedsce") PREAMBLE: (a) The Owner is the owner of t C~T~~II building as more particularly d-srribed in this Agreemat. (b) The Owner has agrecd to ga0t to the Liz~lsee a license to install, orerat;, z,.aix~ta~~l, repair and replace cmtain communications equipment in the Owneis bui'ldmq -t;s ;slwe particularly described in this rlgreemcnt on the terrnr and conditions sct out in thJs Ageernent. NOW TREREFORE, in consideratian of the mutual covmants and ageerneats ccrat&t:d in this Agreement, and other good and r-aluablc cvusideration, the Owner md the L-iccnsce agree iu follows: ARTICLE 1 - DEETYJ.TIOPJS AND IYTERPmTA'XION 1.1 Defminons In this Ageernenr, unless the coateat requires rsthmisc, the following tcn~.s shall have the following meanings, rcspstively: "Agte~m~nt" mems t%s Agrement and thz attactled Schtdule A and all n~bs~pe.?t chaulges, modifications and amendments to this Ageement 2nd the attached Schedule A made m ai:cordance with the provisions of this Agreement. - C'B~i€dingg' means the building owned by the her md Ioe~td on the Lands. "Buildh Risers" means the electrical, n=cbanjcal or communications spaces or other p at.hwsy5 in the &ding. "Business Day" means a day other than a Sak~rday, Sunday atld any ott~m day on rv*h tlte principal commcr~id banks jn Alberta are not Dpen Eor business during normal backillis hours. "commr~;~mrenr DutK means he date on which the T m commence.i, which ~hsll br bi(SVE&fBER Z , 2000 or the datc on which the construction of the E uipmcnt ??-wm cummences, whichever is earlier. In any event not later than December I", 20 % 0.

SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

  • Upload
    others

  • View
    0

  • Download
    0

Embed Size (px)

Citation preview

Page 1: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

T E L E C O I ~ ~ U M C A T I O M LICENSE AGREEABSENT

17415 AGREEMENT dated this lgth day of September. 2000.

762910 ALBERTA IEC. (the "Owner")

SELL XNTRIGNA INC. {the "Licedsce")

PREAMBLE:

(a) The Owner is the owner o f t C ~ T ~ ~ I I building as more particularly d-srribed in this Agreemat.

(b) The Owner has agrecd to ga0t to the Liz~lsee a license to install, orerat;, z,.aix~ta~~l, repair and replace cmtain communications equipment in the Owneis bui'ldmq -t;s ;slwe particularly described in this rlgreemcnt on the terrnr and conditions sct out in thJs Ageernent.

NOW TREREFORE, in consideratian of the mutual covmants and ageerneats ccrat&t:d in this Agreement, and other good and r-aluablc cvusideration, the Owner m d the L-iccnsce agree iu follows:

ARTICLE 1 - DEETYJ.TIOPJS AND IYTERPmTA'XION

1.1 Defminons In this Ageernenr, unless the coateat requires rsthmisc, the following tcn~.s shall have the following meanings, rcspstively:

"Agte~m~nt" mems t%s Agrement and thz attactled Schtdule A and all n~bs~pe.?t chaulges, modifications and amendments to this Ageement 2nd t h e attached Schedule A made m ai:cordance with the provisions of this Agreement.

- C'B~i€dingg' means the building owned by the h e r md I o e ~ t d on the Lands.

"Buildh Risers" means the electrical, n=cbanjcal or communications spaces or other p at.hwsy5 in the &ding.

"Business Day" means a day other than a Sak~rday, Sunday atld any ott~m day on rv*h tlte principal commcr~id banks jn Alberta are not Dpen Eor business during normal backillis hours.

"commr~;~mrenr DutK means h e date on which the T m commence.i, which ~ h s l l b r bi(SVE&fBER Z , 2000 or the datc on which the construction of the E uipmcnt ??-wm cummences, whichever is earlier. In any event not later than December I", 20 % 0.

Page 2: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

" CRTC' means the Canadian Radio-telmision and T e l e ~ o m u n i c a t i o ~ s Commission or its successor

. " C o r n m ~ n i ~ a r i o n ~ Equi rnmc means the communications equipment ,of h e Licecse,: and its affi!iatct. including, wi&t lrrriitation, cabinets, racks, electron jc equipmrnt a d c,ther slrnilar equlpmmt .

"Conficcfing Eqrrjpmeni' mcans 1116 cablcs, cocdujts, jrmer ducts and conner:!:in 2 hardware OF thc Licensee that is connec.ted to the Co~rnunications Equipment.

'Entr~nce Link" means the core slccvr; paetration through the fa~mdation of' tb: Building.

"Egu ' Inent Room" means the enclosed prerr,ises located on the PAREL4DE LEIrEi, 'P TWO floor o the Building and shown hatched on the fioor Ian attached t o this Agccment as Sc,hedulc A, complisinc ap rclximalcI 100 sguare feet, whit! shall be provided b i the tR d' Dnncr to the Licensee lor e sole an exelusive use of the Licmsee.

"GST' means the Goods m d Services Tax established under the Excise TZT Act ((~ar!.:tdz.> or successor tax imposed by h e G o v e m e n t of Canada undcr Inwful authority.

"Lar~ds" mems the lmds situated in h e City of Edmonton, in thc Province of t~lbert 3 , on which the Suildins is constructed, as mme particularly described in h e attached 5cbed1de B.

"License Fed' m e m s the w u a l fee specified in section 4.i of this Ag:ernmt which rs p ~ ~ y a b l e by the Licensee to b e Owner under this A~ecment-

"Licensee's Eqrdipm~rrr" means, collcctivzly, the Communicatior.~ Eqr~iyrnei~t anti tFb.r Colmccting Equipment.

"Notice" means m y notice, req~rcst, cor.smt w ot l~a commun~cation prrwidtcl, rey~ired or. perrniltcd under th:s Agreement as contemplated in section 12.1 of this Agem~cnt.

"Term" means the continuous period of fite (5) ycxs, commm,cing on the C amnmccnlent Dare.

"Renewnl Term" mcms the period &M zhe 'Term for ~ h i c h this Ap.ezmetlt ma:! t~t: rcnt:wed and extended as described in section 3.2 of thi3 Agreement.

1.2 Xntcrpretatioa For thz puvoses o f this Agremcut, except as othrniist; ~ K F I I : S S . j r pt-ovided, the f o l l o ~ i ~ g shall apply:

[a) W o ~ d s importing the singular hclude the plural and vice vcrzcl, iuld uvortin importing scr,der include ail gendm and firms or corporations where applica t.1 c.

15) Should any provision of this Ageemcnt be unenforceable ar law, ~t sbsll IE considered separate and severable from the reaaining of thi:; Agreement. which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been included.

(c) The headings inserted in this As-e-esmeat are for convcnjence of reference cnlj. a1141 in no way d e h e , limit or enlarge the scope or meaning of any of the prwisinas of ~ 5 i s Agreement.

jd) This Agreemeat shall be intapreled and governcd by tfi.; jaws of the Provirlce of Albcrta, and the laws of Canada a~plicable therein.

Page 3: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

1.3 Schedules Ths fallowing we the Schedcles attached to and forming p.m of thi< Agreement:

SchcduIr A - Equipment Room Plan Schedulc B - Lcgal Description of Lands

AFCTZCLE 2 - LTCFNSE

2.1 License The CIwfiei grants to the Liccnsce a nun-excIusive License to:

(a) install, operate, n~ahtain, repair arrd rep lace rh t C~romunication.? Zquiprnex ~t in the Equipment Room, at thc Licensee's sole cxpmse and risk,

(3) ir,staIl, optrate, maintain, repair and replace the Connecting F.qulpmcnt in thr: Building, at the Licensce's sole expensc and risk, together with !he right to pu11 rhe Connecting Eqciprnent through tke Entrance 'l.ink and through the Eluil,lin:: Risers as xiccessary lo reach from the Entrance Link to the Equiprncnt Room mi f ~ o m the Equipment Room to the Licensee's customers in thc Building, a j requircd by the Licensee horn time to :imc to pxovide communica!ians sewict?; tc~ the Licensee's customers in the Building; and

jc) use the Entrance Link m d existing Ruilding wiring, only t~ the extent r.hat, thc Owner has the possession of, md authcrriry to allow the use of, thz Ennance L,iK: and the existing Building wiring, as required by the Licsnsce fur- chc p ~ u p ~ c of connecting the Licmsee's Equiprncnt to the Licensee's customers in the B u i l d ~ ~ g .

2-2 Equipment Room The h e r shalI provide the Equigment Room to t be Licensee, fclr the sole and exclusive usc of the I.~cen.ste, whch Equipment Ruom shall be used by tbc Licersee for the provision of communications services to thc licmste's custcrners in the Building.

2.3 Sublicense Nohvithstanding section 13.4 of this Agcmmt, and subicct to r l~e prior witten consent of tlnz Owner, which consent shall not b e unreasonably withheld c~ uvluly dcl~yed, the Licensee shall have the right t o sublicense a portion of t h e Equipment Room to a third p a for the purpose of pennittins such thrd pzrty to provide communications servict:5 to its customm in the Building.

2.4 Nature of f nterest The right granted ta the Licensee under t h s Ageelnmt is a Iir:lm.e only, and shall not constitute a partnership, jo int venture or lease between the partjes.

2.5 Wan-Exclusivity The Licc>see achowledges an6 agrees that the licen ;e gramlted tcr-the Licensee pmumt to secticn 2. l of this Apeemat is not exclusive to the Licensee, and th:~: tlw! Owner has h e right lo gmt sirnilax rights and pnviiegcs in respect of the 6uildir.g to rith,~: piuties.

Page 4: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

A R T ~ CLE 3 - TERM

3.1 -1-erm Ku'obvithstanding thc date of its execution, this A g e m e r ~ t shali come iaLo effect on ?.he Commcncernai Date, and. subject l o the p:orisims of this Asecnent, 5h;llI remain ill

effect for the Term.

3 Option to Renew Provided that the Licensee is not in default undq th:s Apccrnznt. the Lictmsee shall have nvo (2 ) optia~ls to I cnew and extend this Agreertlcat for con:,ccutivc priods of five (5) years tack (cach of which is a "Renewal Term"): upon the Licensee pr.~,/idin; at :east six (6) monttls wrixen noticc to the Owner. Ezch Rmwal T m shall be on the same terms and conditions a~ contained in this Agcerr~cnt, except :hat the Licmsc Fee shall, be rnumally agrzerl by the p*ics ia writrng based on the then c m n t xwket rates for sin~llw tclecomm~tnjcation; liccrrse agreements for similar buildings. I n any event the rental rate *hall upt be Iess U I ~ I I the rent paid for the previous tcrrn, Where the paties arc unahle to a5ec on k e L,lcense Fez payabic during a Renewal Term prior to ;he explrativu uf the Tem or a R c n e ~ a l Telm, a!: th?: case may be, the mattcr in dispute shall be decermined by alternate dispute resoluticn ur by a single arbitrat01 appointed undw proviacia1 arbi'iration legislation.

3 -3 Overbolding K the Lixenxc remains in accu~ ation of thc Equipmtnt I<oom follown,3 th: txpiratiorl of the T e r n cr a Renewal Tern, such continued occupation by th= License- ;hall nctt have the effect of renewing or cxtcr~ding tkis Agreement for any p&od clf tirna:, and the licmsez shall be dccn~erI to be occupyia~ the Equipment Room as a licer,see 0'1 .a mont 1 d ~ - msnth b3Sis upon the same terms and conditions as se t out in. this Ageernent, e?cr.eprin g the reat which shall be double.

ARTICLE 4 - LICENSE FEE

4 1 License Fcc The L:cmsec shall Fay to the Ovmer m m u a I L.icensc Fse in a s mount of'FWE THOUSAND Dollars {$5,€00.00). excluding OST, tvhich Licccse Fce shaII be paid i n ad> ance on the Cornrnencmcnt Date and, ~ercaf ter , on cach amive r sxy of the Com-tcncea~er 11 Date during thc Terni.

4.2 GST T h e Licensee shall pay GST as applicable on thc Lice~lse Fec, tvlricll C2iT :.hall bc paid ar the time the Liccnse Fee is payable. The Owner's GS'f rcgistr:~tlon nutnbr.r ..5

8''27F4293XTC00 1 .

4.3 Won-Disctosure The O ~ m c r and :he Licensee each a p e to use ~ O O C L faid1 cffo17~ to refrain h r n disclbsing t;qe financial tcms of this Ageemcnt, c x c q t that either party m2.y disclose the financial terms of this Ageammt if requ ircd by law or regulation .

ARTICLE 5 - WSE -

5.1, Ijse 01 Equipment Room The Liccnsct sIlat1 use t h e Equipment Room only fcrh the pupose of the hstalIetion, operation, rnaintmancc, repair a d rtplacemcnt of the Licensee's Equipment as xequircd by the Ltcensee f ~ r thc puposc of providing cornrriuicr.t~ons $-ices ;cl

the Licensee's custome~ in the Buiiding.

5.2. Title The Owner ~cknow~edges and agrees :hat title to, and owncxship of, the Licensee's Eqr~ipm?IIt shall remain with lhc Licensee at all times not*-ithrtmdihg thel tllc Licensee's Equipment may be af ixcb to a part of t h e Building £or the time being.

Page 5: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

.UXTICLE G - ACCESS 4XD ELECTRIC UTILXTTES

6.'1 Access The Liccnsec and its authorized representatives sh&l 'ave access t~ th: - ~,cil;ipment Room on a seven (1) days a week, twmty-four (24) hours pcr day basts for th;: purpose of installing, operating. mantaining, repairing and removing the Licens~!e'5 Equ~prri 5111..

The ticens% and i ts authorized reprcscntatives farther shall have such access tc thc d r i v e ~ - ; ~ y c , walkways, entrances, cxits and hallways assvciared with the Building as may be rtcq~ired in clr-dzr fo:r thc Liccasee and ib authorized rzpresentatitNes to acctss the Equi~ment Rocm. The 0 1 4 nFr acknowIedges that the nature of the Lict3see's communications ;er:~c'es requircs such axes; for senicing purposes and in ernerscncy situations. The Licemet: mc! its authorized rcprcsenta~:ivcs sl~all hah ingress and egess to the Build~ng Risers at such time as specified by the Ourna, acting reasonably, provided that in the event of m cmergmcy, the L~censee sbat l have the right t 2 cnter the Building Risers upon notification to the Owna. .All entrv m d access t c thc Ey~tiprner-t Roam and the Building, includlag thc Buildin2 Risers, by the' Liccnset mcl its authorized mp;csentatives shall be subj ect to the Omm~r ' s reasonahtc sccuAy pmccdw es.

6,2 ElectricaI Power The Licewec shall have the @t to c ~ n n e c t the ticms5e'; Equipinent to tire electric pover distrib~ting system within thc Building at thc scle cost and cx.pense of h e Lice~lsce. Where the Licensee's Equipment consun~es more tha~ appr mimate ty O n e (I) kilowatt per how, the Otvner m a y requir c the Licensee to pay for all dectricrty consv~ned by the Licensee on a load and usage basis. If required by the Ownc, the Licenscc, a1 i t 3 sole cost ar~d expmse, shall install a separate mctrc to determine the Licensee's elrctricity consurn~tic~~. VIC Owner s h d use reasonable commercial' cffutts iu notify the Licensee in adv;lx,c.e of any plamed utility outages that may interfere with the Licensee's US?. The Licenset: a p c r t h ~ i the Ouner has no obligation or rcspomibiliiy to provide emergency or hackup powcr tcb tile Lice-~sef:, ullless the parties agree h a t the Olt.ner wili prolridc erncrscncy or backup power to the Licc::~see uil such t a m s and conditions as mutually ageed between the parties.

6 .3 Telephone S e ~ i c e The Liccnsce, at its sole cbst md expense, shall have rl1e rigilt lo icstall a telephone in the Equipnlent Room if required by the Licensee,

6.4 Nuishnce The Liccns~e shali 2ot us2 nor permit the L.iccnsee's Equiprncnt cr an). pan ofthe Equipment Room to h c tscd in such a manner as to annoy, di5turb or cause nui~~mce to tltc Owner or the occu icrs, t a u n t s or otll~.r licensees of the Building, or in a mame; that constvt.uti:w P a contravcntim of zw.

G 5 Compliance with Laws The Licensee. in installing, rnaintairring operating, rep;anrig altl replacing the Licensee's Equipment in the Equi~mcnt Room and the Building P isers r;hsTl cornply at aU tirn~s with all applicable laws, reyulatjons, by-laws, ruics, orders a-sd ordinanr es 13 F all federal, provincial and municipal. go vemmmtal authorities, including, wi tho i~t lirti.ta tioll. thr: ru l in~s and decisions of $e CRTC.

7.1 Approval of PIaas Prior ta the commcncemcnt of the i~staUation of t h t Lice~ir;e~':; Equipment in the Equipment Room and iq the Ruilting Risers, the Licensee shali rrqm? alrl s u l ~ ~ ~ ~ i l plans, specifications, and working drawings to the Landlord in respect of s l~ch 1t15.tal lation $ 3 ~ h e approval o f the Ladlord. which a-psroval shall not be unreasonab!y withheld 01- dela:i:d

7.2 InstaIlation Upon receipt of the Owner's written approval pursuarki to sectlo-I 7.1 above, the Licenscc. at its sole expense and risk, shall hr: entitled to commence thc instdf at:un of the Licensee's Equipment, which instal fation shall be pafomcd in a resporssil>le a;ld

Page 6: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

~vorkmaalikt r n m c r md ia accordance with all applicable laws, rc~ulations, by-laus, o:t!xs. nrJ,zs mci ordjnmccs of all fcdera1, p ~ w v i n ~ i a f md municipal gavcrnment a1 aut?vhties.

7 . C~bles The Licmsec shall. label each cablc placed by thc Licensee in the Builm3in!; Risers and any telecornmunicatjans closets t h c & which the Licensee's cable passe; wit)> an idt:ritification nunbcr assigned by the Ownw to the Licensee.

7.4 R~pairs and blaiait~ance T'he Llcenstc. at i s own cost dnd expmse, shall lieerl thr: Eclcip~nellt Room an< the I,jzmsce?s Equipmmt in a safc and propeily rnaint~incil cmid~tlon.

7.5 Liens The Licensee shall ba responsible for the sstis€a~:ivn or pa>mial of my ljcns rc;$stcred against the Bcildmg by any supplier of labour! material or serviccs to the I,icerr;c=. . k ~ y such liens shall he discharged by xhe Licensee, provided that the Licensee may contc_cf. i : ~ %cod faith, any such liens.

ARTICLE 8 - WSU KhWCE iWII I3DEMSIFICATlOrCI

8.1 Insurance The Licensee, at its alvn expense, shall take out and maintain in force v;hi le i l l is Agrcment is in cffect, cornprchcnsive general Iiabiiity insurance in a einitnrm .molr:lt c'i Five Million Dollars (55,000,000) per u c c m m c e for injury, death, o: property darnage iuisin:; out of' the Licensee's operations pursuant to this Agreement, which insurance shall ccmtain c:-oss liz~t~iXity and severability of interest clauses.

8.2 Indemnification Thc Licemet: shall indcmaify and save hafinless \be 0~vn:r irorr, and nsainst any loss, sail, claim, action, damage or cxyenst arisin~ out of, from or tly reaT-nxl of, t h ~ inst;allafLon, operaijon. n:ainier.mcc, rcpair ur removal of the Ljccnscc' s Equipmalt Ir; c Equipment Robm and the Building cclmn~unicatinr.~ syacc pursuant to this Ageiment. except to the txteat that any such loss, suit, claim, action , damage or expense is due to d ~ e ncgligen,;e rn- wilifu! misconduct of rhe Onpner or those fur whom the V m e r is in Iaw responsit~le.

9.1 Termination by 'I,lcensee The Licc~~see shall Lavc tkc r i s e to Icrminate this Agrement upon wrinen noticc to the Owncr in the event of thc occurrenu: of an)* of the followins:

(2) the Licmse: is unable to secure, on terms md conditions rcasoaably satisfac tcly to the Licensee, all nccessaq consents, approvals, perrni ts and autlhorizatior-s of any federal, pr;lvinr.ial or rntmicipal governmental authority htirin3 jurisdicticm GVCT the installation, operation, maintenance, repair, removal and lac of- ;hc. Liceosc~ '~ Equipment;

(b) the Licensee's Equipmmt is damaged or destroyed md t l ~ c L i c e n ~ e ~ dclenr~ines that it .*v;ll not effect rqairs tol or replace, the Licensee's Equiprnznt;

(c) the ~ % 5 ~ . ~ F i ~ 4 ~ E a n s G 3 4 w

(d) the W n c r defaults in rh.: observ=ce or perf-irn~ancc of n y of thc let"^ obligations under this Ascement, and such dehul t continues for more than t hiity (30) days after receipt of written notice of such default by &c Licensc:~ to th c Olimer. unlcss such default cannot reasonably be curcd within such thixty (30) day

Page 7: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

period, in w h ~ c h event the period for curing such default shdl be extendzd f o ~ tht: minimum periad of t ime reasonably I equired to effect such cure. p:r~viried P.al tht: Owner promptly cvmrncnces such cure with rcasonablv 6iligmcc; cyr

(e) tile Owner makes an assignment for the bmefr t of creditors or b c o m c j kantu~~pt , or takes the b m f i r 3f, and becomes subject to, :he legislation in fbrce rclatint: kr bankruptcy or insolvcncy, if being understood that the appointmerlt of s rccei;;er, receivdmarlzger, or trustet of the property and the assets of i h c O ~ v o e , ~ i:; conr:~usive evidence of insolvcncy .

9 Tcrrniantiot~ by the O++mer The Owner shall have the right to teminatc &is A.geement upon writtm notice to the Licensee in the eveat of [fie o c c m c a of' my 01' the fo tlawjng:

(a) t h e L i c e n s e e d e ~ a ' a u l t s i n t h z p a ~ m e n t ~ f t b o t i c e n s e F e e o r a n y o i h ~ x n ~ m dul:

under this Agcement, and such default cor~tinues for more than thirty (30) day: after rccejpt ~f wnttcn ~ o t i c e of such def~ult by the Owner to the L.icens~:c;

(b) the Licensee deladts ixr t he obsen.~qcc or perTnmance of any of t h t Ljccn:.r:e's obligations mder this Agetment and such default continues for inore than f r , i t t ~ (30) day after rcccipt of written notice of such default by tbc: Owner to th: Liicensw, unless such default cannot ~easonably he cured within such thirty (30) day pc~iod, in tv3ich evcnt rhc period for curing such default shall be exrendcd for the minimum period of time rcasonab!~ rcquircd t~ effect such cut e, provided h 2 , t the Ljcensee promptly cornmenccs such cure with reasonable dili~:.=nce; or

{c) the Lice~see makcs au assigment for t l ~ e benefit of crcditc~rs or beco:mes bankrupt, or takes the btmefit Of, and becomes subject to, t he legiSlaticc in ;:l)rcc relating to bsr??dptcy or rnsolvency, it bci ng understood that thc apycinu-nent of a receiver, raceivcr~rnanager, or trustec of the property and t he assc:ts oi' the Liccnsee is conclusivs cvidcnce of insolvency.

9.3 Surrender Upon rhe expiration ar earljer telrnination of this Apemen t , thc ijct~lste shall remove the Licensee's Equipment horn the Equipment Room and the Rt~ild-in:~, sh:?ll be resjmnsible for repairing any damage causcd by such ranoval, except darnase cah1sc.d by- ordu~ary wear and tew.

l0.t Right to Tcrnlioate In the event thc Building is damaged to such ai exbent tha~ t l ~ Licensec is unable to effectively exercise its rights pursuant to the license _mtc:d hy t11c Ownr:rq u;nder this Agrecmwt, the Owner, at its sole option, and expense, may atternrlt to repair w b . d,mage within cnr: hunired eight?: ( I 8Q) da-js. In the event the Owner elects acl to repair Ute d.magc witbin oxre hunclrcd ci$ty (1 80) days, the L~censee $hall have the right :a tcnnb~ati: this Aweanent upon providing thin (30) days prior written notice to the Owncr, in 5~hich everl: the ~ G e n s c i shall remove the Lirmsee's Equigrrent ~ r r accordance with ht pruvisions nf sectiari 9.3 oi this Agreement. The Licmsec shall 'nave no obligation to pey the L~cense let . or any o t h a amounts under this Agreement during the tkirty (3C3) day notice period, and the portion 03 the License Fee paid hy the t i c m i s e e in adc-ance shalt be refunded by the Owner to the Licmscer an 3

pro rated basis to the date OF damage to :he Building.

Page 8: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

Ter'ecommur~calian; , Xgreemcrt Page c'! - - ----

AIITICLE 1 1 - FORCE MAJEURE

11.1 Force Majeure U7ithout limiting or restricting the stpplicahility of the law gnvenlin;; firstration, of conmacts, in the event eirhm party fails l o meat any of its obligations untfer )his Asveemenl within the ti,mc ~rescribcd, and such failure shall 3e caused, ox m a t ~ ~ ~ l l y ccntrib,~ ted to;'by force majeure. such failure shall be deemed nat to be a breach of the obligations cf mcll parry under this A p m m t , and the time for the perfurmmcc o f such obligation shall br: cx tmded accordingly as may be appropriate under the circumstances. For the P I I ~ ~ Q S L of ':hi:? Agpeement, furce majeure shall meal any acts of God, war, natural calamities, strika, locktlut:; or &her labour stoppages or distbances, civil commotions or disruptions, riots, cpidmlics, i1ct.j OF g~vmrntnt or any competent autllority having jurisdiction, or any other 1l;gitirnatt: cnusc: beyond the reasonable control of suzh pasty, and which, by the exercise of Cue d~hgmce, !;;lcl~ parry could not have prevented, but lack of fknds on the part of such party shall not be rictmt:d tr-, be z. force majeslre.

1 2 . I Kotices . b y Notice pursuant to this Aqeement shall be suffi~imtl>p +en if in wrilin.3 and personally sewcd, or sent by facsimile or ragstered mail, and addressed or xnt as speci tied below:

(a) If to t h e Prapert.y Manager:

Renoi; Mmagemtrnt $500, 2303-4'h Street Calgary, Alberta T25 2S7

Anention: Property hlanapr for Hark:+ Court i n Edmonton Fac~imilc: 403-253-4200

(b) I f to thc Lisensee:

M I h t r ig ra k c . Suite 2800 I 01 04 - 163'"vcnue. Edmontcn, A l b a a T5I 0118

Attention: Facilities Manager E b o n t c n Facsimile: 78 0-409-6870

32.2 Reccipt Where a 'Sotice is delivered person~lly or by facsimile, it shdl be deemed- t.o have Bern received the saiie 9usiness Dzy, or if the day on ;khich the Notice was sent is r~d t :r Business Day, the Notice shall bc dcmed to have been reccived on t h e next Business !Jay. Vkerc a Sotice is sent by rc~istered m i l , it shall be deemed to have becn re ceivcd thrcu i .3) Busincss Days aAcr the date of maling. h no event shodd m y Notice be s e ~ t by ntvl d ~ ~ r i r ~ g ~ 1 1 1 penod of intempid or threatened intemption of pasta! scwice

12-3 Chan t of Address Either ,party may change tts addr-ess or particulars for purpo$,r:s .>f the: receipt o f any Notices in connection with this Agreement by giving norice in the ,t.anlt:

mz.nner as pmvlded in Ehis ARic te 1 2.

Page 9: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

ARTICLE 13 - MISCELLAYEOUS

13.1 CRTCDecisiou The Owner a n d the T.icensee acknowledge thar the access ri&ts of tal=comiuaications providers in multi-tenant buildings is presently subjed to a rcgul~lnrs p r ~ e e d i n g initiated by $e CRTC. In the evmt the CRTC issues a ruling or decision in respect of such access rtghts whlle this Ag-ecment xs in effect, this Agreement shall be amended by the ~ a f i e s in nreh a m a m e r SO as to give effect to such rulins or decision, a d ail app;v?riatc adjustments in respect of an): amounts paid under this Agreement shall irrunecliatdy be made b c h ~ e c n h e p ~ e s to emwe thai this .4gecmmt is brought into conformity wit11 such rulk.!: or decision, ircluding, without limitation, the termination of this hg~emen t i f neces 5 2 ~ .

13.2 Entire Agreement This Ageernall cancels, replaces and supcrscdes as of its effet: tiv: da,te all existing agreements aEd understzndlngs, u-rittm or oral, between h c pasties r.r:l:itir.ig to the subjcct matler nf \!is Agcemant. Tne whole contract between t!?c partics is c.ontajnccl in tl1:5 A,~;-cement and no preliminary propasals, written or oral, form any part of this Agreemmt. This Aqeernent may not be mended or modlfied except by rnutnal agreement of ;ha partit::: i~ writing.

f 3 . 3 Waiver No failure b? ei thm ta exercise any right undm this Agement r>r to insist apon MI compliance by the other party wit! its obligations under this A-exnent will co~~sliar te a waiver uf any provision o f this Agcemmt. Eu'o waiver shall, bt effective unless mode in wri tinp by an authorized officer of the party.

4 Successors nnd Assigns This Ageemen1 shall not be assigned by the I,i:a~se?, i n whole or in pa?, without the express wntten consent of the Owner, which can: cnt shill l r w t be wlxeasonabty withhcld or unduly delayed. prov~ded that the Licensee shall be entitled In a:;jign this Ageement to an affiliate of tht I .icmsee, - as defined in the Canado Busirrers Cv~porszr.:or;s Act. upan wn#m notice to thc Owner. i his Agrement shall be binding upon. md shall enm.42 to , th.e bmcfit cf t h c parties and their rtspcctive successsrs and permitted assigns.

Ilu' WTficiESS WHEREOF thc parties have cxecured this A&recmmt by the I land~ of their r~:sycctive officers duly authorized in that bchdf.

7629111 ALBERTA 1,UC.

Per; . . --

p e -

Title: pi\ .IL A<. Zy.$ - ---

sbeaulieu
Rectangle
sbeaulieu
Rectangle
sbeaulieu
Rectangle
Page 10: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

SC'HEI3WLE A

EQUIPMENT ROOM PL.LN

Clurreatly being designed and will be forwarded under separate cover and to be attached t t~ this agreement.

Page 11: SELL and Owneis NOW TREREFORE, › assets › › mdu-ilm › 10045_111_Street__Edmont… · which shall ccni~nue in force and shall be binding as though sur:h prcvisi~n had not been

SCHEDULE B

LEGAL DESCRIPTION OF LANDS

PL,AN %, BLOCK ID, LOTS 38,39,40 EXCEPTING THEREOUT ALL MIKES - O D h2MERAtS.