Telecommunications License Agreement Between
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TELECOMMUNICATIONS LICENSE AGREEMENT BETWEEN: GWL REALTY ADVISORS INC. as agent for the Owner(s) (the "Licensor") -and - TELUS COMMUNICATIONS INC. (the "Licensee") INDEX Section PaszeNo. Infonnation1. Definitions Page 22. Grant 5 3. Licence Fees 7 4. Tenn -Option to Renew 8 5. Use 9 6. Electric Utilities and OperatingCosts 9 7. Construction 10 8. Licensee'sCovenants 12 9. Access 14 10. Insurance 15 11. Release 16 12. Indemnification 17 13. ExpandedMeaning of Licensor-Agency and Trust 18 14. Liens 18 15. Establishmentof Central Distribution System("CDS") 18 16. Assignment,Sublicensing, Encumbering, and Sharingof Spaceand Equipmentby Licensee 19 17. HazardousMaterials 20 18. Eventsof Default -Temlination Remedies 21 19. RestorationObligations 22 20. Licensor'sAlterations 22 21. Notices 23 22. No Implied Waiver 23 23. Subordination 23 24. Licensee'sEquipment to RemainPersonal Property 23 25. Severability 23 26. Governing Law 2327. Survival of Provisions 24 28. License Only 24 29. Successorsin Licensor's Interest/Limitationof Liability 24 30. Specific Licensor'sTennination Rights 24 31. Application of Funds 25 32. EstoppelCertificates 25 33. UnauthorizedContinued Use 25 34. Public Announcements-Marketing and MerchandisingWithin the Buildings 25 35. Licensor'sAuthority -Several Obligations-Non-Recourse 26 36. Entire Agreement 26 37. Changeof Law 26 38. Arbitration Proceedings 2639. Force Majeure 26 40. Headings 27 SCHEDULE~ SCHEDULE" A" -LEGAL DESCRIPTION OF THE BUILDINGS SCHEDULE "B" -EQUIPMENT ROOM(S) PLAN(S) SCHEDULE "C" -COMMUNICATIONS EQUIPMENT DETAILED DESCRIPTION SCHEDULE "D" -CONNECTING EQUIPMENT PLANS AND DESCRIPTION SCHEDULE "E" -DESIGNATED PARTS OF BUILDING COMMUNICATIONS SPACES SCHEDULE "F" -EXCLUSIVE USE AREA(S) (if any) EXHIBIT" 1" -PLANS AND SPECIFICATIONS PageIP INFORMATION PAGE This page sets out infonnation which is referred to and fonns part of TELECOMMUNICATIONS LICENSE AGREEMENT made as of the 5th day of February, 2003 between GWL Realty Advisors Inc. as agent for 2730979 Canada Inc. as Licensor and TELUS COMMUNICATIONS INC. as Licensee. The infonnation is as follows: Buildings: the office buildings municipally known as 1270, 1290 and 1300 Central Parkway West in the City of Mississauga,and the Province of Ontario, and having a total Gross Leasable Area of 329,664square feet. CommencementDate: the 1st day of January,2003. License Fee: the annual sum of Six Thousand,Five Hundred and Ninety-Three Dollars and Twenty-Eight Cents($6,593.28)~ Notices: Licensor Licensee GWL Realty Advisors Inc. TELUS Communications Inc. 90 BurnhamthorpeRoad West 6thfloor, 100 Sheppard Avenue E Suite 206 Toronto, ON M2N 6N5 Mississauga,Ontario, L5B 3C3 Fax: 4162230235 Attention: JamesMcCarvel1 Attention: Robert Beatty, AVP Building Access Prime Rate Reference Bank: Canadian Imnerial Bank of Commerce. Renewal Term(s): one period of Five (5) years. Tenn: Five (5) years, starting on the CommencementDate, and ending on the 31st day of December,2008. I the Page2 TELECOMMUNICATIONS LICENSE AGREEMENT This License Agreement made as of this 5th day of February 2003 BETWEEN: GWL REALTY ADVISORS INC. (as agent for 2730979Canada Inc.) (hereinafterthe "Licensor") -and - TELUS COMMUNICATIONS INC. (hereinafterthe "Licensee") RECITALS: A. OWL Realty Advisors Inc. is the duly authorized agentof 2730979 CanadaInc. and the tenantsand occupantsof the Buildings require telecommunicationservices. B. The Licensee wishes to gain accessto the Lands and Buildings for the sole purpose of installing, maintaining, repairing, replacing and operating equipment to provide telecommunicationservices to the tenantsand occupantsof the Buildings. The Licensoragrees to grantthe Licenseethis license on the tenns and conditions set out herein.. NOW THEREFORE, in considerationof the mutual covenantsherein expressed and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Licenseeand the Licensoragree as follows: 1. Definitions In this Agreement the capitalized tenns appearing herein shall mean the following: "Affiliate": a company that is affiliated with another within the meaning of the Canada Business Corporations Act. 1:\Projects\O 1.0 MTLA \01.11 Telus Companies\O1.17 Telus Communications\BuildingAccess Agreements - 2002\Ontario\ErindaleCorporate Centre\1270-1290-1300 Central Parkway- Telus-FEb 5 (bcIMC Final).doc ,c. Page3 "Broadcasting": any transmissionof programs,whether or not encrypted,by radio waves or othermeans of telecommunicationfor receptionby the public by meansof any device. "Building": the building municipally known as 1300 Central Parkway West in the City of Mississauga. "Buildings": the buildings situated on the Lands; municipally described on the Infonnation Page,and containingthe numberof squarefeet of Gross LeasableArea indicated on the Infonnation Page. "BusinessDay": a day that is not Saturday,Sunday, or a statutoryholiday. "Cable": fibre optic, coaxial, coppercables and wires. "CDS": a central telecommunication distribution system acquired, developed, established or managed for the use by providers or users of telecommunication services and other communication services within the Buildings. "Commencement Date": the date stated as the Commencement Date on the Information Page. "Communications Equipment": cabinets, racks, electronic equipment and other equipment installed, or to be installed by the Licensee, in the Exclusive Use Area(s) all as described in Schedule "C" and such other equipment as may be installed by the Licensee during the Term and Renewal Term, as approved by the Licensor in accordance with Section 7. "Communications Spaces": telecommunications pathways and cable pathways designated by the Licensor in Schedule "E" for use by the Licensee to provide telecommunication services to tenants and occupants of the Buildings and such other pathways used by the Licensee during the Term and Renewal Term as approved by the Licensor in accordance with Section 7. "Connecting Equipment": the Cables, fibre guides, fibre entrance cabinets, fibre patch panels, conduits, inner ducts and connecting hardware as described in Schedule "D" installed, or to be installed by the Licensee, through Entrance Links, and the Communication Spaces, and such other connecting equipment as may be installed by the Licensee in the Buildings during the Term and Renewal Term, as approved by the Licensor in accordance with Section 7, that is connected to the Entrance Cable, Main Distribution Frame, Communications Equipment, or Cable or that is used to house or carry Cable. "CrossConnection": the connectionof one wire or cable under the management and control, or ownershipof one telecommunicationsservice provider to a wire or cable under the managementand control or ownership of another, by anchoring each wire or cable to a connectingblock and placing a third wire betweenthe two, or by any other means,and any other connection of the telecommunicationssystem or any of its components that is under the 1:\ Projects\O1.0 MTLA \01.11 Telus Companies\O1.17 Telus Communications\BuildingAccess Agreements - 2002\Ontario\ErindaleCorporate Centre\1270-1 290-1 300 CentralParkway- Telus-FEb 5 (bcIMC Final).doc r Page4 management, control or ownership of one telecommunication service provider to that of another, or any of its components. "CRTC": the CanadianRadio-television and TelecommunicationsCommission; "Entrance Cable": the Cable to be installed by the Licensee that connects the Licensee's telecommunications network from the property line of the Lands to the CommunicationsEquipment and to the Main Distribution Frame and includes the tie Cables betweenthe CommunicationsEquipment and the Main Distribution Frame; "EntranceLink": the coresleeve,or other penetrationdesignated by the Licensor through the Building's foundationwalls or elsewhereas indicated in Schedule"D" containing the EntranceCable. "EquipmentRoom(s)": the area or areascontaining the Main Distribution Frames for the Buildings. "Event of Default": defined in Section18. "Exclusive Use Area(s)": an area or areas (if any) shown on Schedule "F" containing a minimum of 100 sq. ft. of area for housingthe CommunicationsEquipment and for the exclusiveuse by the Licensee. "Fee": any amountpayable by the Licenseeunder this Agreement. "Gross LeasableArea": the total floor area of the leasablearea of the Buildings measuredin accordancewith the standardlease form used for office tenants in the Buildings as determinedby the Licensor. "Hazardous Substance": any substance that is controlled by, regulated, or restricted underthe laws of the Province in which the Buildings are situatedor underthe laws of Canada,including any regulations,guidelines, policy statementsand restrictionspertaining to the protectionof the natural environment,quality of air, water and other aspectsof the environment and including but not limited to polychlorinated biphenals, asbestos,and other substances commonlyreferred to aspollutants, contaminants or hazardoussubstances. "In-Building Wire": copperwires, Cable and other facilities which originate in the EquipmentRoom(s) and run to the telephonecloset on eachfloor and thereafterto the premises of the tenant'sor occupantsin the Buildings; "Infonnation Page": the sheetattached to this Agreementas "PageIP". "Inside Wire": wires and other facilities which are usually in, or in proximity of, premises of the tenants or occupants of the Buildings, and which are under those persons' or entities' responsibility and control; "Lands": the lands legally described in