LICENSE dated as of the
day of
, 20
.
BETWEEN:
THE UNIVERSITY OF MANITOBA
(the “Licensor”)
- and -
(the “Licensee”)
The Licensor hereby agrees to license to the Licensee
square feet in Room(s)
(the “Premises”)
in the Richardson Centre for Functional Foods and Nutraceuticals (the “Building”), University of Manitoba,
Winnipeg, Manitoba, on the following terms and conditions:
1.
TERM AND TERMINATION: The Premises shall be provided on an “as is” basis for a term
commencing on
, 20
(the “Commencement Date”) and ending on
, 20
(the
“Term”) unless earlier terminated.
2.
ADDITIONAL SERVICES: The Licensee can utilize equipment on a “per diem” basis paying the
published rates for the equipment. However, access to equipment and space is subject to
availability, and the Licensee is expected to communicate with appropriate Building staff with
reasonable notice to ensure availability of equipment. The Licensee can also secure additional
space, if available, at terms outlined below, for the duration of the Term.
3.
LICENSE FEE: During the Term of this License, the Licensee shall pay to the Licensor a license fee in
the amount of $
dollars per month, plus applicable GST (the “License Fee”), which is
comprised of the following:
a)
$
per month ($
/sq. ft./annum) for the Premises;
b)
$
per month for an office;
c)
$
per month for a grad carrel.
The License Fee shall be paid on the first day of each month. In addition, the licensee shall pay to
the Licensor telephone charges of fifty ($50.00) dollars per month for each telephone, plus long
distance charges, for the Term of the License. The License Fee does not include parking at the
Premises.
4.
UTILITIES: Under the terms of this License, the Licensor shall provide to the Premises water, steam,
air, and electricity. The Licensee shall not overload the electrical circuits installed by the Licensor
on the Premises. Save and except for the negligence or willful misconduct of the Licensor, the
Licensor shall not be liable for, nor does the Licensor have any obligation with respect to any
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interruption or cessation of, failure of, or supply of, any utilities, services or systems in, to, or
servicing the Premises whether or not supplied by the Licensor or others.
5.
ENVIRONMENTAL COMPLIANCE:
(a)
Environmental Laws - Environmental Laws means all applicable federal, provincial or municipal
statutes, regulations, ordinances, bylaws, and environmental permits relating to the protection and
transportation of dangerous goods as may be enacted from time to time;
(b)
Hazardous Substance - Hazardous Substance means any solid, liquid, vapour, gas, heat, sound,
vibration or radiation resulting from human activities that may impair the quality of the natural
environment for any use to which it may reasonably be put, injure or damage property, wildlife or
plant life, cause material discomfort to or adversely affect the health of any person, cause loss of
enjoyment of normal use of property or interfere with the normal conduct of business and includes
any contaminating or toxic substance and any waste as defined in or pursuant to any Environmental
Laws;
(c)
The Licensee shall utilize and occupy the Premises in a manner that ensures the Premises are
maintained in compliance with all Environmental Laws;
(d)
The Licensee shall handle, store and dispose of all Hazardous Substances in compliance with all
Environmental Laws; and
(e)
The Licensee shall be responsible for the removal and disposal of all Hazardous Substances in
compliance with Environmental Laws.
6.
INSURANCE: During the Term of this License, the Licensee shall, at its sole cost and expense, take
out and maintain comprehensive general liability insurance in an amount not less than
$5,000,000.00, and insurance coverage for the Licensee’s improvements, fixtures, furnishings and
equipment in an amount acceptable to the Licensor. Upon request by the Licensor, all policies of
insurance shall be delivered to the Licensor with evidence that the premiums have been paid. All
policies of insurance shall include the Licensor as an additional named insured and shall also
contain a clause requiring the insurer not to cancel or make a change material to the Licensor’s
interest to the insurance policy without first giving the Licensor thirty (30) days prior written notice
thereof.
7.
LICENSEE’S TAXES: The Licensee shall pay as and when the same become due and payable, all
taxes, rates, duties, charges, assessments, fees and licenses whatsoever imposed by any
governmental authority with respect to the Licensee’s goods, chattels or, equipment in the
Premises, or upon, or in respect of any business or other activity carried on, upon or in connection
with the Premises, or upon the Licensee on account of the Premises and its occupation thereof, or
such goods, business or other activity.
8.
LICENSEE’S IMPROVEMENTS: If the Licensee desires any repairs, alterations or improvements to
the Premises, it will make them at its own expense provided that they shall not be made without
prior written consent of the Licensor. The Licensee shall not bring into the Premises any machinery,
equipment, article or thing that by reason of its weight, size or use, might in the opinion of the
Licensor damage the Premises and shall not at any time overload the floors of the Premises.
9.
EQUIPMENT AND UTLITIES: The Licensee shall provide personnel, materials, equipment and
documentation to perform the required manufacturing operations at the Premises. The Licensor
may provide equipment, if available, as well as technical and/or support personnel, as mutually
-3-
agreed to by the parties. Specifications and rates for such equipment and technical and/or support
staff will be determined in a separate equipment agreement or as an amendment to the License.
The Pilot Plant Suite has water purified by reverse osmosis, oil free compressed air and clean
steam.
10.
USE OF PREMISES: The Licensee shall not use the Premises for any purposes other than for
research and development, manufacturing and distribution of plant bioactives, food ingredients
and food products, biopharmaceutical products, natural health products and ancillary general office
use. The Licensee shall be permitted to non-exclusive use of all the common areas and in turn shall
do nothing which will inhibit or prevent the use of those areas by other licensees. The Licensee will
comply with all booking requirements for the use of the common areas.
11.
RULES AND REGULATIONS: The Licensee and its employees and invitees shall be bound by all
reasonable rules and regulations provided by the Licensor to the Licensee from time to time, and all
such rules and regulations shall be deemed incorporated into and form part of this License. The
Licensor shall ensure that at the time of delivery of possession, the Premises meet the Licensor’s
safety requirements and any other applicable regulatory safety requirements. Upon taking
possession of the Premises, the Licensee shall ensure that such safety requirements are maintained
in respect of the Premises.
12.
COMPLIANCE WITH LAWS: The Licensee shall comply with all applicable University of Manitoba
by-laws, policies and procedures and with all laws, by-laws, legislative and regulatory requirements
of any governmental or other competent authority and obtain all necessary licenses and permits
relating to the Licensee’s business, use and occupation of the Premises.
13.
SAFETY:
(a)
The Licensee shall review, and require each of its employees to review, the Tenant
Information Brochure attached hereto as Schedule “A”.
(b)
The Licensee hereby represents and warrants that the Tenant Safe Work Outline
completed by the Tenant and attached hereto as Schedule “B” is true and accurate
and the Licensee agrees to immediately advise the Licensor in writing of any
changes to the information contained in the Safety Plan.
14.
MAINTENANCE AND REPAIR: The Licensee shall keep the Premises in a clean and sanitary condition
in accordance with the requirements of all municipal, provincial or federal laws. During the Term of
this License, the Licensee shall, at its sole cost and expense, make all repairs and replacements
made necessary by any willful or negligent act or omission by the Licensee or those for whom the
Licensee is legally responsible. Should the Licensee fail to make such repairs and/or replacements,
the Licensor shall be entitled to make the repairs and/or the replacements with the cost being
charged to the Licensee.
15.
NUISANCE: The Licensee shall not do or permit anything to be done in the Premises which may be
or result in a nuisance to the Licensor or increase the insurance rates in the Building of which the
Premises is a part. The Licensor shall ensure that the Licensee has quiet enjoyment and possession
of the Premises during the Term without disturbance or interruption.
16.
ACCESS: The Licensee shall have card access to the Building as well as an operating key to the
Premises. The Licensee is responsible for its card and key and shall have a regard for whom it
-4-
admits into the Building and the Premises, especially after normal business hours. The Licensee
shall have twenty-four (24) hour access to the Premises. The Licensor and its agents have the right
to enter the Premises at all reasonable times (except in the event of an emergency, when the
Licensor can enter at any time) to inspect the Premises and to make such repairs and alterations
the Licensor considers necessary or desirable.
17.
ASSIGNMENT AND SUBLETTING: The Licensee shall not assign or sublet the Premises or enter into
any arrangement whereby any party other than the Licensee has a right to occupy or use the
Premises without the prior written consent of the Licensor, which consent may be unreasonably
withheld.
18.
NO LIABILITY OF THE LICENSOR: The Licensor shall not be liable nor responsible for any death or
personal injury sustained by the Licensee or its employees, representatives, agents or invitees or
for any loss or damage to any property belonging to the Licensee or its employees, representatives,
agents or invitees except where caused by the willful misconduct or negligent acts or omissions of
the Licensor.
19.
INDEMNITY: Except to the extent that same are caused by the fault or negligence of the Licensor,
the Licensee shall indemnify and save harmless the Licensor from and against all losses, costs,
expenses, damages, claims or liability arising out of or by reason of or incidental to the Licensee’s
occupancy or use of the Premises and/or a breach of this License. This indemnity shall survive the
expiry or earlier termination of this License.
20.
SURRENDER: At the expiry or early termination of this License, the Licensee shall peaceably
surrender the Premises to the Licensor in good repair excepting only reasonable wear and tear. If
required by the Licensor, the Licensee shall, within thirty (30) days of the expiry of earlier
termination of the License, remove any and all leasehold improvements completed by the Licensee
or its contractors and the Licensee’s fixtures, and shall restore the Premises to as good as condition
as the Premises were in at the Commencement Date at the Licensee’s sole cost and expense. The
Licensee shall return all keys and pass cards to the Premises and Building. The Licensee shall be
responsible for any outstanding amounts owing with respect to the Premises for which the Licensee
is responsible and the obligation to pay such outstanding amounts shall survive expiry or earlier
termination of this License.
21.
OVER-HOLDING: In the event the Licensee remains in possession of the Premises after the
expiration or earlier termination of the License, the Licensor may re-enter and take possession of
the Premises and remove the Licensee therefrom upon thirty (30) days prior written notice.
22.
DEFAULT: In the event the Licensee should be in default of any term, covenant or condition
(express or implied) in this License or become insolvent or bankrupt or make an assignment to
creditors, the Licensor shall have the right to terminate the License and/or re-enter and take
possession of the Premises upon ten (10) days written notice, if such default has not been
remedied during such notice period. Notwithstanding the foregoing the Licensor shall be entitled to
exercise any other remedies the Licensor may have under this License or at law including claiming
and suing for all amounts owing under the License.
23.
CONFIDENTIALITY: The Licensee agrees to maintain in confidence the terms and conditions of this
License and will limit disclosure of same only to those of its employees, research or business
partners/collaborators, consultants and officers on a need to know basis only, provided all such
-5-
persons receiving same shall be made aware of its confidential nature.
confidentiality shall survive the expiry or earlier termination of this License.
24.
This obligation of
NOTICE: All notices and communications concerning this License should be addressed to:
In the case of the Licensor:
University of Manitoba (AVP Administration)
Room 202, Administration Building
Winnipeg, Manitoba R3T 2N2
and to
Richardson Centre for Functional Foods and Nutraceuticals
196 Innovation Drive
Winnipeg, Manitoba R3T 6C5
Attention:
In the case of the Licensee:
Attention:
25.
COUNTERPARTS: This License may be executed in any number of counterparts and by different
parties in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. Delivery by facsimile
or by electronic transmission in portable document format (PDF) of an executed counterpart of this
License is as effective as delivery of an originally executed counterpart of this License.
THIS LICENSE dated as of the day and year first written above.
THE UNIVERSITY OF MANITOBA
Per:
Associate Vice-President (Administration) or
Vice-President (Administration) (as appropriate)
Per:
Name:
Title:
S:\Legal\RCFFN\2011 Miscellaneous\799 - License Agreement Template (Clean) Mar 13 2013.Doc
SCHEDULE “A”
Tenant Information – Working in a University Facility
In the event of an emergency
For prompt emergency services (911) response*, call University of Manitoba Security Services at 5 5 5,
day or night, weekday or weekends. U of M Security will direct and assist Emergency Services response
to your location.
U of M Security Services is contacted by dialing:
555
If using a U of M phone (i.e. 474,789, 975, 977 exchange)
#555
If using your cell phone on MTS Mobility or Roger’s Wireless
On CODE BLUE stations (lit posts with blue light) and on some walls and
‘RED’ buttons
tunnels
‘RED’ phones
On walls in some hallways, near exits, and elevators
474-9341
All other phones
* The University phone system is such that 911 calls from University telephones appear to originate
from the Administration Building. First responders would be directed to that location delaying response
to your situation.
It is possible to use personal phones to contact 911. Security Services will not be aware of this call and
will not be available to lead emergency responders to your location. This may delay emergency
response.
Fire Safety
The University requires that tenants leave a building where a fire alarm has been activated or when
otherwise informed of a life safety risk.
The University has established Fire Safety Plans for all its buildings. As a tenant you will be required to
be familiar with the facility’s Fire Safety Plan and cooperate in reviewing the plan and participating in
fire drills.
Hazard clearance prior to servicing
University service staff are not equipped to determine risks associated with laboratory environments.
They will require the tenant to indicate that the work area does not pose hazards associated with
research activities, eg. that hazardous materials are not present in the work area, before proceeding.
After hours facility issues
-7-
University service personnel are required to make contact with the person responsible for a laboratory
before entering to provide services in the event that a facility issue arises after hours, eg. a water leak.
To assist service staff in identifying the person responsible for the laboratory that individual’s name and
contact number should be posted outside the laboratory.
Facility related health and safety concerns
Any health and safety concerns related to the facility itself should be directed to the landlord.
Personal safety - Code Blue Stations
Emergency telephone stations have been installed in several key remote areas of both the Fort Garry
and Bannatyne Campuses. These stations consist of a 9 foot high pole that will provide area lighting,
project a visible blue light 24 hours a day, and provide instant two-way voice communication with the
Security Services Department, if the emergency button on the pole is pushed. The Code Blue Poles are a
welcome sight when walking alone at night. These poles are highly visible and strategically placed at
various locations throughout the campus. When a Code Blue alarm is activated, officers will be priority
dispatched to the location and, in most cases, will arrive in under 2 minutes. The current Code Blue
Stations are located in the following locations:















Fort Garry Campus:
Northeast corner of U Parking Lot/
West side of Mary Speechly Residence
Front of Tache Hall West
Northwest corner of B Parking Lot
Southeast corner of K Parking Lot - off Dysart Road
M Parking Lot
Southeast corner of Stadium Lot
North side of University College
North side of P Parking Lot -South of St. Paul's College
Southwest corner L Parking Lot
Northwest corner of R Parking Lot
Southwest corner of U Parking Lot
North side of D Parking Lot
Northeast corner of R Parking Lot
Parking Lot of Richardson Centre for Functional Foods and Nutraceuticals
SECTION “B”
TENANT SAFE WORK OUTLINE
October 2, 2012
Prior to leasing research space the University needs to understand the nature of the work that will take
place in its facility. Please complete and submit this document to the landlord.
1. Please describe the nature of the work that will take place in the space. (Attach additional
pages if necessary)
a. Will biological materials (microorganisms; human and animal blood, tissues and
organs; recombinant DNA work; cell cultures) be used? Yes □ No □
If so, please list the materials, where applicable list genus and species (Attach
additional pages if necessary)
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b. Will radioactive material be used or stored in the laboratory? Yes □ No □
If so list the isotopes, quantities, maximum activity and whether each is an open or
encapsulated source. (Attach additional pages if necessary)
c. Please provide CNSC license number
d. Are there any chemicals that will be used in this space that create special concerns
either by:
i. the nature of the substance, eg. oxidizers, dangerously reactive substance,
pyrophoric materials;
Yes □ No □
ii. the quantities present, eg. flammables.
Yes □ No □
If so please describe materials and maximum quantities expected to be present on any
given day.
- 10 -
e. Will the work involve animals?
Yes □ No □
If so, please describe.
2. Please list the hazards associated with the proposed work and describe the steps that will be
taken to minimize them. (Attach additional pages if necessary)
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3. Please describe the steps that will be taken to minimize risk to University staff, students and
visitors, and University property that could result from the work (Attach additional pages if
necessary)
Name (please print)
Signature
Date