Sublease civil code

Revised October 2021

This Sublease made in duplicate as of this ** day of ** (20**)

B e t w e e n

** Insert harbour authority name, incorporated as a corporation without share capital under the Canada Not-for-profit Corporations Act (S.C. 2009, c. 23) or under Part II of the Canada Corporations Act, R.S.C. 1970, c. C-32, continued under the Canada Not-for-profit Corporations Act, S.C. 2009, c. 23, by certificate of continuance dated______________, with its head office and principal place of business at ______________, city of_________________________, province of Quebec, registered with the Enterprise Register of Quebec under number______________________, as represented by_____________________________, ________________________, duly authorized to act herein pursuant to a resolution of the board of directors the _______________________________ day of ___________________________________, a certified copy of which is hereto appended as schedule F to this Sublease; (the "Harbour Authority ")

And

(insert name of company), a business incorporated under (name of the Act) in the Province of XXXXX carrying out business at (complete address)) ), represented by * *, duly authorized by a resolution of its Board of Directors dated * *, a certified copy of which is attached as schedule G to this Sublease; (the "Sublessee")

The Harbour Authority and the Sublessee jointly referred to as the "Parties";

The Parties agree as follows:

Section 1

Definitions

1. Unless otherwise defined herein the following words and expressions, wherever used in this Sublease, have the following meaning:

1.1 "Contaminants"

Any substance or group of substance specified on the List of Toxic Substances in Schedule 1 of the Canada Environmental Protection Act in a quantity or concentration that exceed those set forth in regulations made under the Canada Environmental Protection Act.

1.2 "Emergency"

A present or imminent event which can include but is not limited to; fire, drowning or serious injury, weather, earthquake, tsunami, serious crime, confined space incident, collision, sinking, bomb threat, demonstration and pollutant spill, which requires prompt coordinated action to protect the health, safety and welfare of people or to limit damage to property.

1.3 "Expenses"

Expenditures, Expenses and costs of all kinds incurred by the Sublessee, including capital and non-capital expenditures.

1.4 "Force Majeure"

An Act of God, extraordinary weather conditions (including hurricanes or ice), strikes or labour troubles, hostilities, war, restraint or seizure by any government or belligerent party, riot or civil commotion, theft or pilferage, epidemic, quarantine, embargo, or any similar circumstances beyond the control of the signatories to this Sublease.

1.5 "Harbour"

The harbour listed in Schedule 1 to the Fishing and Recreational Harbours Regulations, SOR/78-767.

1.6 "Head Lease"

The agreement that the Harbour Authority (as Lessee) has signed with Her Majesty the Queen in Right of Canada (as Lessor), as represented by the Minister of Fisheries and Oceans Canada, the owner of the property.

1.7 "Improvements"

Any building work, construction or modification of new or existing facilities, carried out or erected by the Sublessee on the Harbour Authority's property or on the Subleased Area, listed or not in SCHEDULE "D".

1.8 "Maintenance and Repairs"

Work normally carried out by the Sublessee at its own expense during the Term of this Sublease and as mentioned and described in SCHEDULE "C".

1.9 "Release"

Includes, but is not limited to, any release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, migration, disposal or dumping.

1.10 "Sublease"

Agreement which the Harbour Authority agrees to give the Sublessee defined rights to occupy real property and facilities, for a specific Term and in exchange for some sort of consideration. The Sublease transfers to the Sublessee a leasehold interest in the real property. In this document the sublease refers to the agreement and the attached Schedules, which are incorporated into and form a part of this agreement.

1.11 "Subleased Area"

The facilities and area leased by the Harbour Authority to the Sublessee under this Sublease described in SCHEDULE "A" to this Sublease, and as outlined in SCHEDULES "A.1" & "A.2" (if required).

1.12 "Subleased Equipment"

The equipment Subleased by the Harbour Authority to the Sublessee under this Sublease as described in SCHEDULE "B".

1.13 "Term"

The Term of this Sublease is defined in Section 5 of this agreement.

Section 2

Interpretation

2. Unless otherwise stated herein, the Parties agree that this Sublease shall be interpreted as follows:

2.1 Number and Gender

In this Sublease, the singular shall include the plural and unless the context otherwise requires, a reference to one gender shall include reference to the other genders.

2.2 Heading and Captions

Headings and section numbers are inserted for convenience of reference only and are not considered when interpreting this Sublease.

2.3 Entire Agreement

This Sublease constitutes the entire agreement between the Parties and supersedes all negotiations, communications, verbal representations and previous agreements between the Parties.

2.4 Invalidity of Provisions

The invalidity or unenforceability of any provisions of this Sublease, or any undertaking in this Sublease, shall not affect the validity or enforceability of any other provision or undertaking in this Sublease. Any invalid provision or covenant is severable.

2.5 Applicable Law

This Sublease shall be interpreted and enforced according to the laws of the Province of Quebec and the laws of Canada.

2.6 Time of the Essence

Time is of the essence of this Sublease and of every part of it, except as is otherwise provided in the Sublease, and is an essential condition of it.

Section 3

Use of subleased area and the subleased equipment

3. The Sublessee is permitted to use and occupy the Subleased Area and the Sublease Equipment for the sole purpose of maintaining and operating a________ for the following purpose(s): _____________________.

3.1 The Sublessee shall not modify the use, the description and the location of the Subleased Area and the Subleased Equipment without the prior written consent of the Harbour Authority and Fisheries and Oceans Canada.

Section 4

Purpose of the sublease

4. The Harbour Authority hereby Subleases to the Sublessee the Subleased Area and the Subleased Equipment described hereinafter:

Description:

4.1 See schedules "A", "A-1" & "A-2" for a specific description of the Subleased Area and SCHEDULE "B" for the Subleased Equipment (and access road as required) at the (insert Harbour name).

Section 5

Term of sublease

5. This Sublease is for a term of ( *) years, beginning on the first (1st) of ** (20**) and ending on 31st of ** (20**). (If there is less than five (5) years remaining to the final renewal of the Head Lease, then it should only be for this period).

5.1 The signing of the Sublease is subject to the consent of the owner (Fisheries and Oceans Canada).

5.2 If, during this five (5) years term, the Head Lease is not renewed, the Sublease is automatically terminated. The Harbour Authority has the obligation to inform the Sublessee if this occurs.

5.3. Conditional on the Head Lease being renewed and in force for the period of this renewal, this Sublease may be renewed at the Sublessee and Harbour Authority's option for another period of up to five (5) years. The Sublessee must give written notice of its desire to renew at least ninety (90) days prior to the expiration of this Sublease. The Harbour Authority has the obligation to inform the Sublessee if the Head Lease will not be in force during the period of the requested renewal.

Overholding

If the Sublessee continues to occupy or to use the Subleased Area and Subleased Equipment after the expiry of the Term of the Sublesse, or any renewed Term:

1. The tenancy created shall be a tenancy from month to month rather than a tenancy from year to year; and
2. The Terms, covenants and conditions of this Sublease will apply to the tenancy at will so far as they are applicable.

5.4 The Sublessee shall give the Harbour Authority or the Harbour Authority the Sublessee written notice of non-renewal at least six (6) months before the expiration of the term mentioned in the above paragraph.

5.5 The right of renewal is subject to the rent being fully paid and the Sublessee having fully discharged its obligation under this Sublease. Renewal is also dependant on the consent from the owner (Fisheries and Oceans Canada).

Section 6

Rent

6. The rent payable by the Sublessee to the Harbour Authority during the currency of this Sublease, unto the Harbour Authority of ***, in lawful money of Canada, rent in the amount of $........., per year/month, for the period of the Term.

6.1 Rent will be increased by …..% or as per the fair and equitable pricing for each subsequent year without any abatement or deduction.

6.2 The rent is due payable on the ** of ** (20**) (indicate in as much detail as possible the arrangement made between the Harbour Authority and Sublessee).

Section 7

Obligation of the sublessee

7. The Sublessee's obligations are as follows:

7.1 Operations Costs (Optional if not negotiated in price of rent)

Pay the operational costs attributable to the use of the Subleased Area and the Subleased Equipment such as:_________________

7.2 Taxes and Fees

Pay all costs, taxes, assessments, rates, and charges applicable and imposed by the Government of Canada, Canadian agencies and any governmental Canadian authority, the Government of Quebec, provincial agencies and any governmental provincial authority and the Municipality of (name of municipality) during the Term of this Sublease related to the Subleased area and the Subleased equipment and the Sublesssee's use thereof.

7.3 Maintenance & Repairs of the Subleased Area and the Subleased Equipment

Carry out, at its own expense, all Maintenance & Repairs regarding the Subleased Area and the Subleased Equipment in which the Sublessee is responsible for as outlined in SCHEDULE "C". Inform the Harbour Authority, within thirty (30) days of becoming necessary, any and all Maintenance & Repairs in which the Harbour Authority is responsible for as outlined in SCHEDULE "C" regarding the Subleased Area and the Subleased Equipment.

Not permit anyone to damage or cause harm to the Subleased Area or to the Subleased Equipment, or any portion thereof.

Ensure, at its expense, that the Subleased Area and the Subleased Equipment are always maintained and in good repair and shall make all Maintenance & Repairs on the damaged portions of the Subleased Area and the Subleased Equipment as described in SCHEDULE "C".

7.4 General Liability Insurance

Obtain General Liability Insurance, and maintain it in force throughout the duration of the Sublease, including renewal where applicable. The Harbour Authority as well as Fisheries and Oceans Canada must be named as an additional insured party on any and all such policies.

Deliver evidence to the Harbour Authority of adequate insurance that is satisfactory to the Harbour Authority. A copy of the evidence will be included in SCHEDULE "E" of this Sublease.

Submit (thirty (30) days) advance written notice from the Insurer prior to any termination or alteration of such policies. A Sublease without insurance should be a cause for immediate termination of the Sublease.

7.5 Insurance Coverage – Improvements Works and Maintenance & Repairs

Require general contractors, subcontractors or tradesmen retained by the Sublessee to carry out work for Improvements or Maintenance & Repairs, in the Subleased Area or to the Subleased Equipment, to provide, prior to commencing any work or repair, evidence of adequate insurance coverage for the work to be undertaken.

7.6 Cleanliness Subleased Area

Keep at all times the Subleased Area and the Subleased Equipment, at its expense, clean and tidy and in particular, promptly remove all litter and garbage from the Subleased Area and the Subleased Equipment.

7.7 Emergency Response

Take necessary precautions to prevent emergencies. The Sublessee's shall have and apply emergency procedures and take appropriate actions in case of an emergency.

7.8 Protection of Subleased Area and Subleased Equipment

Take all appropriate measures to ensure the protection of the Subleased Area and Subleased Equipment.

7.9 Unsafe Conditions

Upon becoming aware, immediately inform the Harbour Authority of any unsafe condition occurring in the Subleased Area, Subleased Equipment or Improvements and immediately erect barriers or take other safety measures as may be necessary whenever an unsafe condition shall occur on the Subleased Area.

7.10 Notification of Potential Lawsuits or Court Activity

Immediately notify the Harbour Authority should any aspect of the Subleased Area or Subleased Equipment become subject to any potential lawsuits or legal action.

7.11 Sublessee Improvements

Present all recommended improvements to the Harbour Authority and receive written approval from the Harbour Authorities and Fisheries and Oceans Canada prior to commencement of such improvements.

Section 8

Responsibilities of the harbour authority

8. The Harbour Authority's responsibility for repairs on the Subleased Area and the Subleased Equipment pursuant to Section 7.

8.1 Repairs to the Subleased Area and Subleased Equipment

Keep the Subleased Area and the Subleased Equipment in good repair, except for Improvements owned by the Sublessee outlined in SCHEDULE "D", and associated Maintenance and Repairs outlined in SCHEDULE "C". The Harbour Authority shall make the reasonably necessary repairs resulting from the normal wear and tear and/or any Act of God of the Subleased Area and the Subleased Equipment. This responsibility comes with the condition that the Harbour Authority shall only be responsible for making those repairs which it, in its absolute discretion, deems necessary and at a time when it has funds available for such repairs.

For this purpose, the Harbour Authority, its members, employees, officials, mandataries and/ or agents shall have access to the Subleased Area and to the area where the Subleased Equipment is located in order to carry out repairs, and this shall not constitute a total or partial eviction of the Sublessee. The Harbour Authority shall not be liable for any damages to the Sublessee's goods.

Section 9

Improvements

9.1 The Sublessee may, at its own expense, build or install Improvements on or in the Subleased Area only upon receipt of prior written approval from the Harbour Authority and Fisheries and Oceans Canada. The Sublessee may also make Improvements to the Subleased Equipment, upon prior written approval from the Harbour Authority and Fisheries and Oceans Canada.

9.2 To this effect, the Sublessee shall provide, at its expense, prior to the commencement of any work, a written description of the project describing the contemplated Improvements; in particular, in the case of Improvements relating to the Subleased Area, at the request of the Harbour Authority, the Sublessee shall provide a survey or other acceptable document describing and showing said Improvements to be built on or in the Subleased Area or relating to the Subleased Equipment.

9.3 The Parties agree that the Sublessee shall be the owner of all Improvements it has made to the Subleased Area or relating to the Subleased Equipment, given that they are not permanent in nature.

9.4 The Sublessee will be liable for all risks and expenses, including without limiting the generality of the foregoing, all construction and modification costs, required training, insurance, permits and inspections relating to all Improvements made by Sublessee on or in the Subleased Area and the Subleased Equipment.

9.5 The Sublessee ensures at its expense, that all Improvements owned by it on or in the Subleased Area and the Subleased Equipment are maintained in good condition and in good repair, are well maintained, safe and comply with applicable construction and engineering standards, and therefore shall carry out all the necessary work, and pay all the necessary costs to that effect. The Sublessee shall also obtain any necessary permits, or other applicable approvals in respect of the Improvements or works undertaken.

9.6 In the absence of an agreement in writing to the contrary between the Parties, upon the expiration or termination of this Sublease, the Sublessee shall, at its own expense, remove the Improvements made by the Sublessee to the Subleased Area or to the Subleased Equipment during the Term of this Sublease and restore them to their initial condition. In the event that the Sublessee fails to remove said Improvements within thirty (30) days of a written notice from the Harbour Authority to the Sublessee to that effect, the Harbour Authority shall be entitled to exercise the following options :

1. Remove and dispose of the Improvements located in, or on, the Subleased Area or those made to the Subleased Equipment and restore them to their initial condition at the expense of the Sublessee;
2. Take possession of the Improvements, and thus obtain all relevant property rights without being liable to paying any indemnity whatsoever to the Sublessee.

9.7 The Parties acknowledge that the Improvements made by the Sublessee on the Subleased Area and Subleased Equipment prior to the expiration or termination of this Sublease and approved by the Harbour Authority are described in SCHEDULE "D", which has been signed by the Parties.

Section 10

Accounting records and audit

10. The Sublessee is an independent body from the Harbour Authority and therefore the Harbour Authority holds no accounting or audit responsibilities.

Section 11

Environmental protection

11.1 The Sublessee agrees to comply with, all federal environmental legislation, including the relevant provisions of the Canadian Environmental Protection Act, applicable to the Subleased Area, as well as with the regulations and guidelines made and established hereunder, and all applicable provincial, territorial and municipal environmental legislation, regulations, rules or guidelines applicable to the Subleased Area and the Subleased Equipment.

11.2 The Harbour Authority shall share with Sublessee their environmental best management practices for the Subleased Area and Subleased Equipment.

11.3 The Sublessee shall follow the environmental best management practices and respect the environmental management plan (EMP) for the Subleased Area and Subleased Equipment to the satisfaction of the Harbour Authority.

11.4 The Sublessee agrees to inform the Lessor immediately upon becoming aware of the Release of Contaminants on or in of the Subleased Area, Subleased Equipment or Improvements and follow the EMP. Once the Sublessee has become aware of a Release of Contaminants the Sublessee shall collaborate with the Harbour Authority and any government entities to help in efforts to determine the source or cause of the Release of Contaminants.

11.5 The Sublessee agrees to remediate, at its expense, and in accordance with applicable federal, provincial and territorial standards and municipal bylaws, any part of all the Subleased Area and the Subleased Equipment contaminated by the Release of Contaminants arising from the acts of the Sublessee during the Term of this Sublease, immediately upon becoming aware of such Release of Contaminants.

11.6 The Sublessee shall construct any Improvements in such a manner that surface drainage water shall discharge in a manner acceptable to the Harbour Authority.

11.7 The Harbour Authority hereby acknowledges that the Sublessee is not responsible for any contamination of the Subleased Area and Subleased Equipment that existed prior to the execution of this Sublease.

11.8 The Harbour Authority shall ensure that the use of the Subleased Area and of the Subleased Equipment is compatible with their environmental condition.

Section 12

Harbour authority access

12. The Harbour Authority, its members, employees, officials, mandataries and/or agents shall have a right of access to the Subleased Area or any part of it, to verify the condition of the Subleased Area and Subleased Equipment. Such right of access shall be exercised reasonably.

Section 13

Assignment – subletting

13. The Sublessee shall not assign any of its rights and obligations under this Sublease or sublet the whole or any portion of the Subleased Area, Subleased Equipment or grant any licence, privilege, easement or other right in any manner affecting the Subleased area and Subleased equipment without prior written consent of the Harbour Authority and Fisheries and Oceans Canada upon such terms and conditions as may be stipulated by the Harbour Authority and Fisheries and Oceans Canada.

Section 14

Hypothecs

14. The Sublessee hereby agrees that it shall not hypothecate any part of the Subleased Area or Subleased Equipment.

Section 15

Compliance with laws and regulations

15. The Sublessee agrees to comply with all applicable federal, provincial and territorial laws, regulations and rules and all municipal bylaws applicable to this Sublease, including all rules, procedures and policies or regulations set out by the Harbour Authority.

Section 16

Disturbances

16. The Sublessee shall use best efforts to not cause or permit any act that constitutes or may constitute a disturbance, or nuisance whatsoever, detrimental or likely detrimental to the enjoyment of the Subleased Area, Subleased Equipment or Improvements or any other affected person.

Section 17

Indemnification

17. During the Term of this Sublease, the Sublessee shall indemnify and hold harmless Fisheries and Oceans Canada, the Harbour Authority, its members, employees, officials, mandataries and/or agents from and against any and all claims, penalties, actions of any nature whatsoever arising from the actions of the Sublessee, its members, employees, officials, mandataries and/or agents or any person authorized by the Sublessee to use the Subleased Area and to use the Subleased Equipment having harmed any person, including the Harbour Authority, its members, employees, officials, mandataries and/or agents or damage any property, due to a fault, negligence or omission on the part of the Sublessee, its members, employees, officials, mandataries and/or agents or other person authorized by the Sublessee to use the Subleased Area, the Subleased Equipment or the Improvements.

17.1 The Sublessee shall defend the Harbour Authority, its members, employees, officials, mandataries and/or agents in any proceedings against them arising from this Sublease, from the exercise of rights arising thereunder, or from the occupation, improvements, construction, modification or demolition of, or repairs made to, the Subleased Area or from the use of the Subleased Equipment. This obligation shall survive the expiration or termination of this Sublease or the expiration of the last renewal term thereof, for any cause or event related to any action on the part of the Sublessee, its members, employees, officials, mandataries and/or agents or of any person authorized by the Sublessee to use the Subleased Area and the Subleased Equipment, having taken place prior to such expiration or the renewal.

17.2 The Sublessee shall not submit any claim against the Harbour Authority in relation to losses, damages or prejudice of any nature whatsoever, caused in any manner whatsoever, in connection with this Sublease, sustained by any person who shall be present on the premises or by any property that shall have been added thereto or placed thereon, unless said losses or damages shall arise from the negligence of an employee, a government official, or an agent of the Harbour Authority in the course of his duties or in the course of his employment.

Section 18

Dispute resolution

18. In the event of any dispute, conflict, claim or controversy (hereinafter referred to as "Dispute") relating to this Sublease, the Parties shall use their best efforts to settle any such Dispute by negotiations or mediation. If the Parties fail to resolve the Dispute within a period of thirty (30) days or such greater period as may be mutually agreed, then either Party may refer the Dispute to arbitration in accordance with the Commercial Arbitration Act. The Parties agree to have arbitration hearings conducted at [insert name of city and province where the arbitration hearing will be held].

Section 19

Termination

19.1 This Sublease may be terminated at any time by the Harbour Authority, upon prior written notice of ninety (90) days, signed by the Harbour Authority and delivered to the Sublessee or to one of its representatives, or sent by registered mail to the address given in Section 21. The Harbour Authority shall not be liable to the Sublessee, its members, employees, officials, mandataries and/or agents and users for any damages or losses incurred by the termination of the Sublease.

19.2 This Sublease may be terminated at any time by the Sublessee, upon prior written notice of ninety (90) days, signed by it and delivered to the Harbour Authority or to one of its representatives, or sent by registered mail.

Section 20

Defaults

20. In the event that, during the Term of this Sublease,

1. The Sublessee fails to pay any sum due under the section entitled RENT, or any other sum due under this Sublease within sixty (60) days of the due date for payment;
2. The Sublessee fails to remedy any failure to fulfill obligations, provided herein within thirty (30) days or within a reasonable period of time as may be appropriate according to the nature of the failure indicated in the written notice of the Harbour Authority sent to the Sublessee;
3. The Sublessee uses or permits anyone to use the Subleased Area or the Subleased Equipment or the Improvements for purposes other than activities that can be reasonably associated with those of a harbour, including economic development activities, without the written consent of the Harbour Authority;
4. The Sublessee becomes insolvent or avails itself of any law relating to insolvency, or is subject to proceedings under such law;
5. Measures are taken for the liquidation or dissolution of the Sublessee;
6. A receiver, trustee, guardian, or any other similar official shall is appointed with respect to the assets located on the Subleased Area, at the business place of the Sublessee or at the place of the Sublessee itself; or
7. The Sublessee has made false declarations to the Harbour Authority in connection with this Sublease;

The Sublessee shall then be immediately deemed to be in default, and without notice to the Sublessee, the Harbour Authority shall be entitled, in its sole discretion, to exercise the following options, which shall be cumulative in nature, in the following order:

1. The Harbour Authority shall be able to take measures to rectify or to attempt to rectify, at the expense of the Sublessee, any default on the part of the Sublessee under this Sublease and without liability to the Harbour Authority for any damage caused to the Sublessee. The Harbour Authority shall have access to the Subleased Area and to the Subleased Equipment for this purpose;
2. The Harbour Authority shall be entitled to rescind this Sublease, upon written notice to the Sublessee to that effect; without liability to the Sublessee for any damage caused thereby to the Sublessee, its employees, members or users; in such case, the Sublessee shall no longer have the right to remedy the default(s) in question;

Irrespective of the option exercised by the Harbour Authority, it shall be entitled to recover, at any time, from the Sublessee, all damages the Harbour Authority shall have suffered as well as all Expenses incurred as a result of any default.

Section 21

Notices

21. Any notice given pursuant to this Sublease shall be in writing and delivered personally, by courier, registered mail, e-mail or by telecopy and, unless notice to the contrary is given, shall be addressed as follows:

21.1 To the Harbour Authority:

21.2 To the Sublessee:

21.3 A notice shall be deemed to have been received when the postal receipt is acknowledged by the Party to whom it shall have been sent, if sent by registered mail, and on the following business day if sent by telecopy, e-mail or courier or delivered in person during business hours or the next day (if sent after working hours).

21.4 Either the Harbour Authority or the Sublessee may change its address by giving a notice of change to the other Party.

Section 22

General provisions

22.1. Members of Parliament

No member of the House of Commons shall hold any interest in this Sublease or receive any benefit there from.

22.2. Public Office

No former Public Office Holder not in compliance with the post-employment provisions of the Conflict of Interest and Post-Employment Code for Public Office Holders shall derive any direct benefit from this Sublease.

22.3 Survival of Harbour Authority's Rights and Sublessee's Obligations

The Harbour Authority and Sublessee's rights and obligations under Section 12 and 20 shall survive the expiration or resiliation of this Sublease.

22.4 Amendments to the Sublease

No amendment to this Sublease will bind the Harbour Authority or the Sublessee unless in writing and signed by both Parties.

22.5 Registration

In the event that this Sublease shall be registered in the appropriate land registry office, the Sublessee shall pay all the applicable costs, as well as the costs of copies for the Harbour Authority. The Sublessee will also be responsible to cover the cost to unregister this Sublease upon termination.

22.6 Arrears

Where an amount is owing to the Harbour Authority by the Sublessee, interest calculated and compounded monthly at the prime rate plus three percent (3%) shall be payable on that amount and shall accrue during the period beginning on the due date and ending on the day before the day on which payment is received by the Harbour Authority or calculated by any other method currently in force under the Interest and Administrative Charges Regulations (SOR/96-188).

22.7 Waiver of Right

No renunciation of, acquittance of or amendment relating to any terms or obligation under this Sublease by the Harbour Authority shall be valid unless the renunciation, acquittance or amendment is made in writing and signed by both Parties. The failure of a Party to require the performance of an undertaking, obligation or Term of this Sublease, or the non-exercise any right under this Sublease, shall not be deemed a renunciation thereof.

22.8 Force Majeure

Neither the Harbour Authority nor the Sublessee shall be deemed to be in default of any obligation provided for in this Sublease if such failure shall result from Force Majeure. Any applicable deadline for performing the obligation shall be extended accordingly.

22.9 Transmission of rights

This Sublease shall enure to the benefit of the Parties and of their heirs and successors.

22.10 Title Defect

The Sublessee releases the Harbour Authority from all liability respecting any title defect. It agrees that it shall have no recourse against the Harbour Authority if the Harbour Authority's title to the Subleased Area is defective or if this Sublease proves ineffective because of any defect in the Harbour Authority's title.

22.11 Counterparts; Electronic Execution

The Parties agree to use technological processes to sign this agreement. The Parties further acknowledge that by signing and sending this agreement electronically, they are bound by the terms of the agreement, and acknowledge that it is enforceable against them, with the same legal and contractual obligations as if the Parties had signed this agreement by hand on a paper version.

22.12 Independent Legal Advice

The Sublessee hereby certifies that it has had the benefit of independent legal advice, or has had the opportunity to seek independent legal advice.

In witness whereof Parties have signed this Sublease, in duplicate as follows:

** Harbour Authority, by its representative, at *, province of *, this * day of * two thousand and * (* * 20**)

(Insert name of Sublessee), by its representative, at *, Province of *, this * day of * two thousand * (* * 20**).

Signed, sealed and (Insert name of Sublessee) Delivered