LEASE EXPANSION AND AMENDING AGREEMENT
This Agreement ("Agreement") is effective as of the last date set forth on the signature page and is made
52ND STREET BUSINESS CENTRE LP, BY ITS GENERAL PARTNER,
52ND STREET BUSINESS CENTRE GP INC.
("Landlord")
- and -
VERSA POWER SYSTEMS LTD.
("Tenant")
OF THE FIRST PART
OF THE SECOND PART
WHEREAS:
(a) extend the Original Term as renewed by the Renewal Term and as extended by the 1st Extension Term, the 2nd Extension Term and the 3rd Extension Term for a period of five (5) years and eight (8) months ("4th Extension Term") so as to expire on September 30, 2028; and (b) expand the Original Premises to include additional space ("First Additional Premises") designated as unit 4908 in the building municipally known as 4900 - 52nd Street SE, Calgary, Alberta ("4900 Building") containing a Rentable Area of approximately 48,308 square feet, for a period of five (5) years from October 1, 2023 to September 30, 2028, all as more particularly set forth therein;
| I. | The Original Term as renewed by the Renewal Term and as extended by the 1st Extension Term, the 2nd Extension Term, the 3rd Extension Term and the 4th Extension Term is hereinafter collectively referred to as the "Term"), and except to the extent used separately within this Agreement the Original Premises and the First Additional Premises shall be hereinafter referred to as the "Existing Premises"; |
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| J. | By a lease expansion and amending agreement - short form dated February 20, 2023 ("Second Expansion"), Landlord and Tenant agreed to amend the Original Lease to expand the Existing Premises to include additional space ("Second Additional Premises") designated as unit 4912 in the 4900 Building containing a Rentable Area of approximately 18,627 square feet, for a period of one (1) year and four (4) months from April 1, 2023 to July 31, 2024, all as more particularly set forth therein; |
| J. | Tenant is desirous of leasing the Second Additional Premises on a long term basis, and incorporating the same into the Lease. all on the terms and conditions more particularly set forth herein. |
W I T N E S S that in consideration of the sum of one dollar ($1.00) now paid by each party to the other, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto do hereby agree as follows:
| 1. | The above recitals are true both in substance and in fact. |
| 4. | Grant and Term of Second Additional Premises |
without the need for any further agreement between the parties to incorporate this change to the term "Leased Premises" and the parties hereto do hereby covenant and agree with each other accordingly.
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| 5. | Rent |
Tenant shall pay, in lawful money of Canada, at such address as shall be designated from time to time by Landlord, Base Rent for the Second Additional Premises based on an amount per square foot of Rentable Area of the Second Additional Premises per annum, in accordance with the following rental schedule:
TIME PERIOD | RATE/SQUARE FOOT RENTABLE AREA/ANNUM |
August 1, 2024 - Sept 30, 2024 | $8.00 |
Oct 1, 2024 - Sept 30, 2025 | $8.25 |
Oct 1, 2025 - Sept 30, 2026 | $8.50 |
Oct 1, 2026 - Sept 30, 2027 | $8.75 |
Oct 1, 2027 - Sept 30, 2028 | $9.00 |
In addition to the foregoing Base Rent, Tenant shall pay to Landlord Additional Rent for the Second Additional Premises in accordance with the applicable provisions of the Lease. The Tenant acknowledges that notwithstanding that the Original Premises is located within the 4800 Building and the Second Additional Premises within the 4900 Building, Additional Rent will be estimated and charged separately based on the costs applicable to each building, respectively.
| 6. | Use |
Tenant acknowledges that Landlord is making no representation or warranty as to Tenant's ability to use the Second Additional Premises for its permitted use, and Tenant shall, prior to executing this Agreement, perform such searches in order to confirm, and to otherwise satisfy itself, that its use is permitted under all applicable laws, and that Tenant will be able to, and shall, at its sole cost and expense, obtain an occupancy permit, if required, as well as any other permit required for Tenant to complete any Tenant's Work contemplated in connection with the Second Additional Premises, and to use the Second Additional Premises in accordance with Section 3.7 of the Lease; in addition, Tenant agrees to be responsible to pay any additional development charges or permitting costs associated with: the construction of any Leasehold Improvements on or serving the Second Additional Premises; and Tenant's use of the Second Additional Premises in accordance with the Lease, in connection with and/or during the Second Additional Premises Term.
| 7. | Condition of Second Additional Premises / Tenant's Work |
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| 8. | Free Base Rent for Second Additional Premises |
Provided there is not then any Event of Default, Base Rent shall abate for the first 5 months of the Second Additional Premises Term (the "Free Base Rent Period").
If the Lease is terminated for any reason whatsoever as a result of an Event of Default, or if the Lease is disclaimed pursuant to Section 65.2(1) of the Bankruptcy and Insolvency Act, as amended or replaced from time to time (the "Bankruptcy Act"), then for the purposes of Section 65.2(4) of the Bankruptcy Act, all of the Rent that would have been payable under the Lease but for this Section 8 shall immediately become due and payable effective the date which is immediately prior to the date of such termination or disclaimer, as the case may be.
The Tenant shall pay its share of the Operating Costs and Realty Taxes and other charges provided for in the Lease in the manner set out in the Lease during the entire Second Additional Premises Term. For clarity, the Free Base Rent period shall be applied to the 18,627 square foot Second Additional Premises only, and shall commence August 1, 2024 and expire December 31, 2024.
| 9. | Allowance for Second Additional Premises |
| (i) | the Second Additional Premises Commencement Date; |
| (ii) | the actual, physical occupancy by Tenant of the whole of the Leased Premises (including the Second Additional Premises) and diligent conduct of business therefrom ; and |
| (iii) | Tenant's delivery to Landlord of: |
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| (g) | If at any time during the Second Additional Premises Term: |
| (i) | the Lease is terminated by reason of an uncured Event of Default; or |
then in such event, and without prejudice to any of the Landlord's other rights and remedies available to it under the Lease and at law, the unamortized portion of the Allowance calculated from the Second Additional Premises Commencement Date on the basis of an assumed rate of depreciation of 8% interest rate charged on the unamortized portion each year of the Second Additional Premises Term up to and including the last day of the Term shall immediately become due and payable to Landlord as Additional Rent.
| 10. | Lease Amendments |
The parties hereto agree that, effective as of the date hereof, the Lease is hereby amended as follows:
| (a) | Paragraph 2 of Basic Terms (Landlord's Address) is deleted in its entirety and replaced with the following: |
"2.LANDLORD'S ADDRESS:c/o BentallGreenOak (Canada) Limited Partnership,
Suite 240, 640 - 5th Avenue SW Calgary, Alberta T2P 3G4"
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| (b) | Section 3.10.a. of the Lease is amended by deleting the phrase "three million dollars ($3,000,000.00)" therefrom and replacing the same with "five million dollars ($5,000,000.00)". |
| (c) | The following is hereby added to the end of Section 3.14 of the Lease: |
"Without limiting the generality of the foregoing provisions of this Section 3.14, Tenant shall on expiry or earlier termination of the Term effect the removal and restoration work set out in Schedule "G" attached hereto."
To the extent that Tenant provides information, including personal information, in connection with this Lease, Tenant consents to Landlord using and disclosing such information, for the purposes of:
| a. | determining the suitability of Tenant both for the Term and any renewal or extension thereof; |
| b. | taking action for collection of Rent in the case of an Event of Default or otherwise exercising Landlord's rights under this Lease; |
| c. | facilitating any pore-authorized payment plan adopted by the parties hereto; and |
| d. | any other matters reasonably relating to this Lease or the use of the Leased Premises. |
Consent hereunder includes consent to the disclosure by Landlord of such information, in connection with this Lease, to property managers, credit agencies, collection agencies and existing or potential lenders, investors and purchasers and as required or permitted by law. Tenant also consents to and confirms its authority and that it has all necessary consents to enable the collection, use, and disclosure, as provided in this privacy statement, of personal information about employees of Tenant and other individuals whose personal information is provided to or collected by or on behalf of Landlord in connection with this Lease. To the extent Landlord uses a managing agent, consent under this Lease includes consent for the managing agent to do all such things on behalf of Landlord. Landlord's current managing agent is BentallGreenOak (Canada) Limited Partnership ("BentallGreenOak"). Tenant also consents to the terms of BentallGreenOak's privacy policy, a copy of which is available at www.bgo.com, and to the collection, use and disclosure of personal information in accordance with such privacy policy."
| (e) | Schedule "A" is deleted in its entirety and replaced with Schedule "A" attached to this Agreement. |
| (f) | Schedule "G" attached to this Agreement is attached to the Lease as new Schedule "G" thereto, and the list of schedules in the Table of Contents to the Lease is updated accordingly. |
| 11. | Deposit |
Landlord shall retain the existing Security Deposit, which shall be held pursuant to Section 3.6 of the Lease.
| 12. | Environmental |
Tenant agrees to complete the environmental questionnaire attached hereto as Schedule "D" and to forthwith advise Landlord, in writing, of any changes in its activities that may alter the information provided therein.
| 13. | Restoration |
For greater certainty, the provisions of the Lease including Section 3.14, requiring Tenant to remove such of the Leasehold Improvements (including any of the same existing in the Premises as of the date hereof), if any, as expressly required by the Lease to be removed, remains in full force and effect, unmodified hereby, save and except as may be expressly hereinabove provided under Section 7(b) and Schedule "G" of this Agreement.
| 14. | Managing Agent |
To the extent Landlord uses a managing agent, execution and delivery of this Agreement by Tenant constitutes consent by Tenant for the managing agent to act on Landlord's behalf in connection with the operation, management, administration, maintenance, repair and replacement of the Lands and Building including, without limitation, collecting, using and disclosing information referred to in Section 8.15 of the Lease. Landlord’s current managing agent is BentallGreenOak (Canada) Limited Partnership ("BentallGreenOak"); Landlord may from time to time change its managing agent upon written notice to
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Tenant. Tenant acknowledges that if this Agreement has been executed for and on behalf, in the name, and with the authority, of Landlord by a property manager or managing agent, then the covenants and agreements of Landlord are obligations of Landlord and its successors and assigns only and are not obligations personal to or enforceable against the property manager or managing agent in its own right.
| 15. | Agency Disclosure |
Landlord hereby discloses that BentallGreenOak is acting in its capacity as authorized agents for Landlord in accordance with applicable legislation, and that BentallGreenOak: (a) acts on behalf of Landlord; (b) owes a fiduciary duty to Landlord in this transaction; and (c) shall be compensated by Landlord.
| 16. | The parties hereto shall, at all times hereafter, upon the reasonable request of the others make or procure to be made, done or executed, all such further assurances and to do all such things as may be necessary to give full force and effect to the full intent of this Agreement. |
| 17. | The parties hereto hereby acknowledge, confirm and agree that in all other respects the terms of the Lease and Indemnity are to remain in full force and effect, unchanged and unmodified except in accordance with this Agreement. |
| 18. | This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns, but subject always to the provisions of the Lease restricting or limiting Tenant's right to assign the Lease or sublet the Leased Premises or carry out any other Transfer, as provided in the Lease. |
| 19. | Landlord shall not be bound pursuant hereto until Landlord is in receipt of a fully executed original of this Agreement. |
| 20. | The parties hereto do hereby acknowledge and confirm with one another that, notwithstanding anything contained in the Lease to the contrary: |
BALANCE OF PAGE INTENTIONALLY BLANK SIGNATURES ON FOLLOWING PAGE
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first set out above.
(Tenant)
Per:/s/ Michael S. Bishop
Name: Michael S. Bishop
Title:EVP, Chief Financial Officer
Per: Name:
Title:
I/We have the authority to bind the Tenant Date:July 31, 2024
52ND STREET BUSINESS CENTRE LP, by its
general partner, 52ND STREET BUSINESS CENTRE GP INC.
Per: /s/ David McLean Name:David McLean
Title: Vice President, Portfolio Management
Per:/s/ Brad Alton Name:Brad Alton
Title: Vice President, Leasing
I/We have the authority to bind the Landlord
Date:
August 2, 2024
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The applicant acknowledges that the information provided in this Tenant / Prospective Tenant Environmental Questionnaire will be relied upon by BentallGreenOak in determining whether the applicant may lease the prospective premises and if so, under what conditions.
Applicant's Name (theVersa Power Systems Ltd.
"Tenant"): Prospective Property Address: 4912-52nd Street SE Current Tenant Address: 4852-52nd Street SE Telephone: ( ) Email: Person Responsible:
| a) | Describe the business activities to be carried on in the Premises and specify raw materials used, goods manufactured and any resulting waste materials or by-products that are generated and the quantities of these materials. |
| b) | Will the business activities to be carried on in the Premises entail the use, generating or storing of any contaminants or hazardous materials (including but not limited to chemical products, degreasers, corrosives, flammable or combustibles, fuels, solvents, paints, medication, oil, gas, batteries, extinguisher, etc.) in any quantity? |
NO qYES q(If so, describe…)
| c) | If yes to the above, please indicate the approximate quantities of materials which will be used or stored monthly or annually, in the Premises (please attach a separate inventory list if applicable). |
| d) | Will the business activities to be carried on in the Premises entail the use, generating or storing of any chemical or hazardous wastes (i.e., non-domestic refuse) in any quantity? |
NOqYESq(If so, describe…)
| e) | If yes to the above, please indicate the approximate quantities of wastes which will be generated or stored monthly or annually, in the Premises (please attach a separate inventory list if applicable). |
| f) | How do you intend to store the contaminants and hazardous materials and/or wastes described in b) and d)? |
| g) | How will the contaminants and hazardous materials and/or wastes, which are to be generated or used in the Premises, be transported and disposed of and who will be the carrier? |
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| h) | Do the business activities to be carried on in the Premises require that you or anyone else obtain any certificate of authorizations, permits, environmental approvals or provide environmental data to government agencies? |
NOqYESq(If so, give details and attach the related documentation)
| i) | Will the business activities to be carried on in the Premises entail the discharge of contaminants and hazardous materials into the sewer system, into storm water runoff (either into the system or over land) or into the air? |
| j) | Is pollution control equipment required to ensure that the discharge of contaminants or hazardous materials in to the sewer system, storm water system or in the air will comply with all applicable requirements, including environmental laws, regulations, orders, by-laws or permits? |
NO qYES q(If so, give details and list standards to be met)
| k) | Do the business activities to be carried on in the Premises necessitate the installation of an underground or above ground storage tank in, on or near the Premises or the Common Facilities? |
NOqYESq(If so, describe in detail the tank to be installed, material to be stored and whether there is any secondary containment)
| l) | Will there be a prevention training or emergency plan in place to prevent an environmental incident or to deal with one if it occurs? |
NOqYESq(If so, give details and attach a copy of the plan and training procedure)
| m) | Will there be an environmental management system in place? |
NOqYESq(If so, give details and attach a copy of the program)
| n) | Is there appropriate insurance in place to handle issues related to contaminants or hazardous materials and/or wastes, including discharges into the environment? (i.e., on-premises pollution or fixed site pollution policy - provides environmental coverage for operations that are in the care, custody and control of the tenant) |
NO qYES q(If so, give details and attach a copy of the policy or certificate of insurance)
By signing below, Tenant hereby certifies that the statements made and the information herein and data (if any) supplied herewith are true, accurate and complete.
Tenant's Signature: | |
Name (please print): | |
Title: | |
Date: | |
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3D PRESENTATION CHILLER/RTO/DRY COOLER
| 10. | Shall close off any drains or piping as directed by the Landlord. |
| 11. | Shall remove any additional ventilation for the Tenant's use and shall patch and repair as needed. |
Drawing of roof all equipment circled in red shall be removed and the roof repaired or restored:
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