1
THIS INDENTURE made this 27th day of August 1998
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN:
Urigold Holdings Ltd.
hereinafter called the "Landlord"
OF THE FIRST PART
- and -
I-STAT Canada Ltd.
hereinafter called the "Tenant"
OF THE SECOND PART
SECTION I - DEFINITIONS
1.01 "Architect"
Is one qualified to practice in Ontario named by the Landlord; and whose
certificate or opinion provided for herein shall be final and binding on
all parties hereto.
1.02 "Common Area"
Means all that part of the Property not leased to Tenant of the Property
and includes parking areas; equipment and installations provided or
designated by the Landlord for the use of the Tenant, its employees,
customers and others in common with similar rights granted by the Landlord.
1.03 "Proportionate Share"
1
2
Means a fraction the numerator of which is the Rentable area of the Leased
Premises and the denominator is the Rentable area of the Building.
1.04 "Rentable Area Of The Leased Premises"
Means the area (which may be expressed in square feet) of the Leased
Premises measured from the centre line of all walls separating the Leased
Premises from adjacent premises and from the exterior face of all outside
walls.
1.05 "Rentable Area Of The Building"
Means the total rentable area of the building according to the latest BOMA
Standard.
1.06 "Property"
Means the particular land and all building, structures, facilities and
improvements by the municipality as realty in which the leased Premises are
situated and form part and more particularly described in the drawing
attached hereto.
SECTION II - PERIOD OF LEASE
2.01 LEASED PREMISES
In consideration of the rents, covenants and agreements hereinafter
reserved and contained on the part of the Tenant to be observed and
performed, the Landlord leases and demises to the Tenant, and the Tenant
rents from the Landlord, those certain premises which consist of
approximately 8,000 square feet (7,400 square feet plus 8.19% for common
areas), herein called the "Leased Premises", at 000 Xxxxxxxxx Xxxx, Xxxxxx,
Xxxxxxx as outlined in red on the Floor Plan, attached herewith.
2.02 TERM
The term of the Lease shall be for a period of five (5) years, eleven (11)
months and twenty-three (23) days,
2
3
commencing on the 9th day of March l998 and terminating on the 28th day of
February 2004.
SECTION III - RENT
3.01 BASIC RENT
The Tenant agrees to pay to the Landlord at such place designated by the
Landlord, without prior demand or deduction or set-off, as annual basic
rent the annual sum of - refer to payment schedule - payable in equal
monthly installments of - refer to payment schedule - each in advance on
the first day of each calendar month throughout the term by post-dated
cheques on an annual basis.
3.02 SERVICE RENT
The Tenant shall also pay as service rent all money or charges required to
be paid by the Tenant under the Lease as referred to in this section in the
amount $1,966.67 per month (8,000 square feet @ $2.95 annually), GST extra.
To be adjusted on a yearly basis.
3.03 (1) INTENT NET LEASE
The Tenant agrees it is intended this Lease shall be a completely
triple net lease for the Landlord, that the Landlord shall not be
responsible during the term for any costs, charges or expenses
whatsoever arising from or relating to the Property, except payments
made in connection with any mortgage affecting the Property, and
except as otherwise specified. The Tenant shall pay Proportionate
Share of costs and expenses of any kind relating to the Property
which, without limiting the generality of the foregoing, shall
include:
(2) (a) Real Property Taxes.
(b) The cost of insuring the Property for fire, public liability and
property damage.
(c) Landscaping, cleaning, snow removal and
(d) Lighting for signs and for common areas.
(e) Depreciation or cost of fixtures and equipment which by their
nature, require periodic or substantial replacement.
(f) All utilities. - See note below
3
4
(g) A Management Fee of fifteen percent (15%) reckoned on the total
of the Service Rental for management by the Landlord.
NOTE: The tenant will install accurate electrical meters to meter its
electrical consumption and will pay monthly to the landlord for its entire
electrical consumption at the same rate as the landlord is paying to Kanata
Hydro plus, the administration fee.
Until the above meters are operational the additional service rent will be
at the rate of $3.85 per sq. ft. Once the meters are operational and being
monitored the rate will be $2.95 per sq. ft. excluding the charge for
hydro.
3.04 ANNUAL ESTIMATE
For the first twelve months from the date hereof, the amounts paid by the
tenant as Service Rent shall be estimated by the landlord. The tenant
agrees to pay such amount in monthly installments in advance together with
Basic Rent.
Within 60 days from the end of the first fiscal year, the landlord shall
prepare and deliver to the tenant a Statement for the previous year setting
out in reasonable detail, the amount of all costs, charges or expenses
comprising the Service Rent. If the aggregate monthly instalments of
Service Rent actually paid by the tenant, differ from the amounts set out
in the Statement, the tenant shall pay or the landlord shall refund the
difference ( as the case may be) without interest within 30 days after
delivery of said Statement. Such Statement shall be certified to be correct
by the landlord.
3.04 A
If landlord and tenant disagree on the accuracy of the Service Rent as set
forth in the Statement, the tenant shall nevertheless make payment in
accordance with any notice given by landlord, but the disagreement shall
immediately be referred by the landlord for prompt decision by a mutually
acceptable public accountant, architect, insurance broker or other
professional consultant who shall be deemed to be acting as an expert and
not as an arbitrator, and a determination signed by the selected expert,
shall be final and binding on both landlord and tenant. Any adjustment
required to any previous payment made by the tenant or landlord by reason
of
4
5
any such decision shall be made within 14 days thereof, and the party
required to make payment under such adjustment shall bear all costs of the
expert making the decision, except where the payment represents 5% or less
of the Service rent that were the subject of the disagreement, in which
case the tenant shall bear all such costs.
3.04 B
Neither party may claim a readjustment in respect of Service rent for a
fiscal year if based upon any error or complication or allocation except by
notice delivered to the other party within 12 months after the date of
delivery of the Statement.
3.05 POST DATED CHEQUES
The Tenant shall within five (5) days of the execution hereof and the
estimate in 3.03 hereof give to the Landlord post-dated cheques for the
first twelve (12) months and shall, one (1) month before each anniversary
date, give twelve (12) post-dated cheques for the ensuing months to the end
of the term.
3.06 INTEREST ON ARREARS, N.S.F. CHEQUES
Rental, if not paid within five (5) days of the due date shall bear
interest at the rate of two percent (2%) per month, with each month or part
thereof being calculated as one month. Any cheque returned because of
non-sufficient funds by a Bank shall be promptly honoured together with an
administration charge of Twenty-Five Dollars ($25.00).
SECTION IV - TENANT'S DIRECT PAYMENTS
4.01 TAXES
The Tenant shall pay all taxes, rates and assessment and other charges that
may be levied, rated or assessed against or in respect of all inventory
improvements, equipment and facilities of or against the Tenant on or in
relation to the leased Premises.
4.02 TAXES - INDEMNITY BY CROWN
If the Tenant is the Crown or an entity not liable for taxes or charges
arising from its occupancy of the Leased
5
6
Premises, the Tenant undertakes that it will compensate and indemnify the
Landlord for the payment of such taxes or charges the Landlord may be
obliged directly or indirectly to meet.
4.03 UTILITIES
The Tenant shall be responsible for all charges for heat, water,
electricity, and any other utility used or consumed in the Leased Premises.
In no event shall the Landlord be liable for interruption or failure in the
supply of these utilities to the Leased Premises. In the event there shall
be no separate meter for the Leased Premises and the Landlord received on
bill for any of the above charges, without specific reference to the Leased
Premises, the Tenant shall pay its fair allocated share of such charges.
4.04 HEATING AND HYDRO
The Landlord shall provide heating and hydro equipment to the demised
premises. The Tenant shall be permitted to pull electrical service to the
demised premises for his exclusive use, the size of the service to be
determined by mutual agreement by both parties. The Tenant shall pay to the
Landlord his share of the electrical consumption, to be determined by
installation of a sub-meter.
SECTION V - PARKING AND USE OF COMMON AREAS
5.01 CONTROL BY THE LANDLORD
All Common Area and facilities from time to time provided by the Landlord,
including parking areas, driveways, entrances and exits and other
facilities furnished by the Landlord as the Property, shall be subject to
the control and management of Landlord, who shall have the right from time
to time to establish and enforce rules and regulations with respect to
same.
Wherever possible, the Landlord shall provide 30 days written notice of any
changes to existing Rules and Regulation. Tenant shall be entitled to
reasonable notice in writing of any breach thereof and be allowed a
reasonable time to correct same.
6
7
Tenant shall have 24 hour access to general building service area for the
purpose of emergency service. Routine maintenance to be carried out during
general building business hours.
SECTION VI - USE OF LEASED PREMISES
6.01 TYPE OF BUSINESS
The Tenant shall use the Leased Premises solely for the manufacture of
Micro-electric products, warehousing thereof and other related uses
permitted by the local zoning and for no other purpose. If any additional
insurance is required as a result of the use the Tenant shall bear said
cost.
SECTION VII - MAINTENANCE AND SURRENDER
7.01 MAINTENANCE BY THE TENANT
The Tenant shall at all times keep the Leased Premises including entrances,
glass partitions, doors, fixtures, plumbing and heating and electrical
equipment in good order and repair and acknowledges same to be in good
order and repair at the commencement of term.
7.02 MAINTENANCE BY THE LANDLORD
If the Tenant neglects or refuses to make repairs or reasonably required
after five (5) days notice in writing by the Landlord, the Landlord may
make such repairs and charges same as rent, together with fifteen percent
(15%) for overhead cost.
7.03 REPAIR ON NOTICE - SURRENDER OF PREMISES
In addition to the obligations in this section, the Tenant shall effect all
repairs according to notice from the Landlord, and at the expiration of the
tenancy, the Tenant shall surrender the Leased Premises (together with all
keys) in the same condition as it was upon taking possession, reasonable
wear and tear excepted. Any plumbing facilities, partitions, installations
or additions affixed by nails,
7
8
adhesives, bolts, screws or the like shall not be removed, but the Landlord
may require removal of same by the Tenant and the Leased Premises restored
to the condition it was in at the commencement of the tenancy. Nothing,
however, shall prevent the Tenant removing motors, mechanical tools or such
equipment and subsequently making good any damages to the Leased Premises
resulting from such removal.
SECTION VIII - INDEMNITY AND INSURANCE
8.01 INDEMNIFICATION OF LANDLORD
Unless caused by the wrongful act or omission of the Landlord or another
person for whose wrongful acts or omissions the Landlord is responsible in
law, the Tenant shall indemnify the Landlord and save it harmless from and
against any and all claims, actions, damages, liability, expenses, legal
fees and costs in connection with loss of life, personal injury or loss of
or damage to property arising from any occurrence on the Leased Premises or
the occupancy or use of the Leased Premises or occasioned wholly or in part
by an act or omission of the Tenant, its officers, employees, customers,
agents, contractors, invitees, licensees, or by anyone permitted by the
Tenant to be on the Leased Premises.
8.02 PLATE GLASS
The Tenant shall replace, at its own expense, any and all plate and other
glass damaged or broken from any cause whatsoever in the Leaded Premises.
The Tenant may insure or the Landlord may insure at the Tenant's cost, all
plate and other glass in the Leased Premises.
8.03 INCREASE IN INSURANCE PREMIUMS
The Tenant will indemnify the Landlord for any increase in insurance
premiums caused by the Tenant's specific use of the Leased Premises.
8.04 INSURANCE ON LEASEHOLD IMPROVEMENTS
The Tenant shall take out and keep in force throughout the Term all risks
direct damage insurance upon its Leasehold Improvements, trade fixtures,
goods and chattels to the full replacement value.
8.05 COMPREHENSIVE GENERAL LIABILITY INSURANCE
8
9
The Tenant shall take out and keep in force throughout the Term
comprehensive general liability insurance in respect of the Leased Premises
against claims for personal and bodily injury, death or property damage or
loss arising out of all operations of the Tenant and subtenants,
concessionaires, licensees and other persons conducting business on or from
the Leased Premises, indemnifying and protecting the Landlord and the
Tenant in an amount determined from time to time by the Landlord acting
reasonably but not less than Two million dollars ($2,000,000.00) for each
occurrence.
8.06 TENANT'S LEGAL LIABILITY INSURANCE
The Tenant shall take out and keep in force throughout the Term an all risk
form of Tenant's legal liability insurance to a limit of not less than
fifty dollars ($50.00) per square foot of Rentable Area of the Leased
Premises, including loss of use thereof.
8.07 OTHER INSURANCE
The Tenant shall take out and keep in force throughout the Term other
insurance in amounts and upon terms reasonably required from time to time
by the Landlord or its mortgages.
8.08 DESCRIPTION OF INSURANCE
All policies of insurance to be taken out by the Tenant will be with
insurers reasonably acceptable to the Landlord and in form reasonably
satisfactory to the Landlord and shall exclude the exercise of an claim of
the insurer or insurers, whether by subrogation or otherwise, against the
Landlord and against those for whom the Landlord is in law responsible.
Each such policy shall name the Landlord as an additional insured as it's
interests may appear and shall contain a waiver in favour of the Landlord
and any mortgages of any breach or violation of any warranties,
representations, declarations or conditions contained in the policies. All
such insurance shall be primary insurance and shall not call into
contribution any insurance carried by the Landlord or any mortgages. All
policies of comprehensive general liability insurance shall contain a
severability of interest and a cross-liability provision protecting the
Landlord and those persons for whose acts or omissions the Landlord is in
law responsible
9
10
against claims by the Tenant as if the Landlord and those persons were
separately insured. All policies of insurance will contain a clause that
the insurer will not cancel or change or fail to renew the insurance
without first giving the Landlord thirty (30) days prior written notice
prior to cancellation or expiry, and the Tenant shall obtain an undertaking
from all insurers to that effect. The Tenant shall cause to be delivered to
the Landlord a certified copy or certificate of any such policy and of each
renewal of any such policy. If the Tenant fails to take out of keep in
force any policy of insurance the Landlord may do so and pay the premium,
and in that event the Tenant will pay to the Landlord, on demand, the
amount so paid as premium plus fifteen percent (15%) for administrative
overhead.
8.09 LANDLORD'S INSURANCE
The Landlord will take out and keep in force throughout the Term on a
replacement cost basis all risks direct damage insurance on the Building
which may exclude the improvements upon which the Tenant is obliged to take
out insurance under section 8.04, with responsible insurance companies and
in an amount such as would be carried by a prudent owner. The insurance
policy shall contain a waiver of subrogation against the Tenant only with
respect to loss of or damage to property claims.
8.10 CANCELLATION OF INSURANCE
If an insurance policy upon part or all of the Building is cancelled or
threatened by the insurer to be cancelled, or the coverage thereunder
reduced or threatened to be reduced by the insurer because of anything done
or kept on the Leased Premises or any use to which they may be put, whether
or not the Landlord has previously consented to such doing, keeping, or use
of the leased premises, and if the Tenant fails to remedy the condition
giving rise to cancellation, threatened cancellation, reduction, or
threatened reduction of coverage within five (5) working days after notice
by the Landlord, the Landlord may either;
a) re-enter the Leased Premises in accordance with section 14.01, or
b) enter the Leaded Premises and remedy the condition giving rise to the
cancellation or reduction or threatened
10
11
cancellation or reduction, and the Tenant shall pay to the Landlord
the cost thereof on demand, and the Landlord will not be liable for
damage or injury caused to property of the Tenant or others located on
the Leased Premises as a result of the entry.
8.11 LOSS AND DAMAGE
Unless caused by the wrongful act or omission of the Landlord or another
person for whose wrongful acts or omissions the Landlord is responsible in
law, the Landlord is not liable for death or injury to the Tenant, however
caused, or for the loss of or damage to the property of the Tenant or for
business losses of the Tenant, however caused. Without limiting the
generality of the foregoing, the Landlord is not liable for death, injury,
loss or damage of or to persons or property resulting from fire, smoke,
explosion, falling plaster, steam, gas, electricity, water, rain or snow or
leaks from any part of the Leased Premises or from the pipes, appliances or
plumbing works or from the roof, street or sub- surface or from any other
place or by dampness or by other cause of any king, unless caused by the
wrongful act or omission of the Landlord or another person for whom the
Landlord is responsible in law.
8.12 LIMITATION OF LIABILITY FOR NON-ENVIRONMENT OF OTHER LEASES, ETC.
The Landlord is not liable to the Tenant for the nonobservance or violation
by any other tenant of any rules and regulations or of such tenant's lease
or the non-enforcement as against other tenants of such rules and
regulations or any lease or any loss or damage arising out of such
nonobservance, violation or non-enforcement.
SECTION IX - ASSIGNMENT AND SUBLETTING
9.01 CONSENT REQUIRED
The Tenant will not assign this lease in whole or in part nor sublet all or
any part of the Leased Premises, nor mortgage or incumbered this lease or
the Leased Premises or any part thereof, nor suffer or permit the
occupation of all or any part thereof by others, without the prior written
consent of Landlord in each instance, which consent will not be arbitrarily
withheld but such assignment shall in no way
11
12
affect the continuing liability of the Tenant or Guarantor of all terms
hereunder. Provided always, however, that no assignment in any event shall
be valid without the Tenant first offering the same to the Landlord, in
which case the Landlord may accept the offer of complete assignment as an
offer to surrender of the lease.
SECTION X - PAYMENTS - QUIET ENJOYMENT
10.01 TAXES
The Landlord agrees to pay all real property taxes which may be levied by
all municipal authorization and to recover the same as specified in this
lease.
10.02 FIRE INSURANCE
Xxxxxxxx agrees to take out and to maintain in full force and effect
throughout the term of this lease fire insurance with extended coverage
endorsement to the amount the Landlord deems to be the value of the
buildings located on the property.
10.03 QUIET ENJOYMENT
Upon payment by the Tenant of the rent herein provided, and upon the
observance and performance of the covenants, terms and conditions on the
Tenant's part to be observed and performed, the Tenant shall peaceably and
quietly hold and enjoy the Leased Premises for the term hereby demised.
10.04 LOSS AND DAMAGE
The Landlord shall not be liable for death or injury or damage to the
property of the Tenant or of others which may occur on the Leased Premises,
nor for the loss of or damage to any property of the Tenant or of others by
theft or otherwise, or from any cause whatsoever. Without limiting the
generality of the foregoing, the Landlord shall not be liable for any
injury or damage to persons or property resulting from movement of vehicles
or from fire, explosion, steam, electricity, water, rain or snow or leaks
from any part of the Leased Premises or from the pipes, appliances or
plumbing works from the roof, street or sub-surface or from any other place
or by dampness or by any other cause.
12
13
SECTION XI - ALTERATIONS AND RELOCATION
11.01 CHANGES AND ADDITIONS TO BUILDINGS
The Landlord reserves the right to make alterations or additions to and to
build additional stories on buildings on the property.
SECTION XII - DAMAGE AND DESTRUCTION
12.01 (a) LIMITED DAMAGE TO PREMISES
If all or part of the Premises are rendered untenantable by damage
from fire or other casualty which, in the reasonable opinion of the
Landlord's architect, can be substantially repaired under applicable
laws and governmental regulations within 120 days from the date of
such casualty (employing normal construction methods without overtime
or other premium), Landlord shall forthwith at its own expense repair
such damage other than damage to improvements, furniture, chattels or
trade fixtures which do not belong to Landlord.
12.01 (b) MAJOR DAMAGE TO PREMISES
If all or part of the Premises are rendered untenantable by damage
from fire or other casualty which, in the reasonable opinion of the
Landlord's architect, cannot be substantially repaired under
applicable laws and governmental regulations within 120 days from the
date of such casualty (employing normal construction methods without
overtime or other premium), then the Landlord may elect to terminate
this Lease as of the date of such casualty by written notice delivered
to the Tenant not more than 10 days after receipt of such Architect's
opinion, failing which Landlord shall forthwith at its own expense
repair such damage other than damage to improvements, furniture,
chattels or trade fixtures which do not belong to Landlord.
12.01 (c) ABATEMENT
If Landlord is required to repair damage to all or part of the
Premises under subparagraph 12.01 (a) or 12.01 (b)
13
14
the Rent payable by Tenant hereunder shall be proportionately reduced
to the extent that the Premises are thereby rendered unusable by
Tenant in its business, from the date of such casualty until five days
after completion by Landlord of the repairs to the Premises (or the
part thereof rendered untenantable) of until Tenant again uses the
Premises ( or part thereof rendered untenantable) in its business,
whichever occurs first.
12.01 (d) MAJOR DAMAGE TO BUILDING
If all or a substantial part (whether or not including the Premises)
of the Building is rendered untenantable by damage from fire or other
casualty to such a material extent that in the reasonable opinion of
the Landlord the Building must be totally or partially demolished,
whether or not to be reconstructed in whole or in part, Landlord may
elect to terminate this Lease as of the date of such casualty (or on
the date of notice if the Premises are unaffected by such casualty) by
written notice delivered to Tenant not more than 60 days after the
date of such casualty.
12.01 (e) LIMITATION ON LANDLORD'S LIABILITY
Except as specifically provided in this paragraph 12.01, there shall
be no reduction of Rent and Landlord shall have no liability to Tenant
by reason of any injury to or interference with Xxxxxx's business or
property arising from fire or other casualty, howsoever caused, or
from the making of any repair resulting therefrom in or to any portion
of the Building or the Premises, unless the injury is caused by
Landlord, its agents, servants or invitees.
SECTION XIII - EXPROPRIATION
13.01 TOTAL EXPROPRIATION OF LEASED PREMISES
If the Leased Premises is expropriated for any purpose, by any entity
empowered to do so, then the term of this lease shall cease and terminate,
but the right and claim of the Tenant shall in no way be abridged.
13.02 COMPENSATION
14
15
The Tenant shall not be entitled to any part of the Landlord's
compensation, but nothing herein shall prevent the Tenant from making such
claim against the expropriating authority as the Tenant may see fit.
SECTION XIV - DEFAULT OF TENANT
14.01 RIGHT TO RE-ENTER
In the event of any failure of the Tenant to pay any rental due hereunder
within ten (10) days after the same shall be due, or any failure to perform
any other of the terms, conditions or covenants of this lease to be
observed or performed by the Tenant or if the Tenant or any Guarantor of
this lease shall become bankrupt or insolvent or file any proposal under
the Bankruptcy Act or similar legislation, or if a Receiver is appointed
for all or a portion of the Tenant's or Guarantor's property, or the Tenant
makes a sale in bulk, or if the Tenant shall abandon or commence to take
steps whereby the Landlord may reasonably assume the Tenant intends to
abandon the Leased Premises, or suffer this lease or any of it's assets to
be taken under any Writ of Execution, or if re-entry is permitted under any
other terms of this lease, then the Landlord, besides any other rights or
remedies it may have, shall have the immediate right of re-entry and may
remove all persons and property from the Leased Premises and such property
may be removed and stored in a public warehouse or elsewhere at the cost of
and for the account of the Tenant, all without service of notice or resort
to legal process and without being deemed guilty of trespass, or becoming
liable for any loss or damage which may be occasioned thereby.
14.02 RIGHT TO RE-LET, ACCELERATE RENT
Should the Landlord elect to re-enter, as herein provided, or should it
take possession pursuant to legal proceedings,or pursuant to any notice
provided for, it may either terminate this lease or it may from time to
time without terminating this lease make such reasonable alterations and
repairs it deems necessary in order to re-let the premises, and re-let said
premises or any part thereof for such term or terms, which may be for a
term extending beyond the term of this lease, and at such rental or rentals
and upon such other terms and conditions as the Landlord in it's sole
discretion may deem advisable; the
15
16
costs of such re-letting shall include brokerage and solicitor's fees
chargeable hereunder. Nevertheless, the next three (3) months basic rent
and service rent on default shall accelerate and become immediately due and
payable.
14.03 DISTRESS
In case of removal by Tenant of the goods and chattels of the Tenant from
the Leased Premises, the Landlord may follow same to whatever place same
have been taken and shall be deemed to have the right to remove the same
and place them under distress and in so doing remove any locks or open any
doors for the same, the costs of any claim of damages arising therefrom
shall be payable by the Tenant. Distress may be made by the Landlord for
arrears of rental and in such event for the next three (3) months basic and
service rent, and upon ten (10) days written notice by the Landlord to the
Tenant.
14.04 NO ENCUMBRANCE SUPERIOR TO DISTRESS
The Tenant agrees, and notice is hereby given to all other persons that any
Debenture, Chattel Mortgage, Bill of Sale, Assignment or other instrument
which shall purport to give priority to any person on any chattel of the
Tenant brought on the Leased Premises shall be null and void against the
Landlord pursuing distress for rent against the Tenant.
SECTION XV - ACCESS BY LANDLORD
15.01 RIGHT OF ENTRY
The Landlord or it's agents, shall have the right on providing reasonable
notice to the Tenant (except in an emergency, where no notice is required)
to enter the Leased Premises at reasonable times to examine same, and to
show it to prospective purchasers, lessees or mortgagees. The Landlord
shall have the right to place "for rent" signs on the Leased Premises two
(2) months prior to the termination of this lease.
SECTION XVI - RULES AND REGULATIONS
16.01 RULES AND REGULATIONS
16
17
The Tenant agrees to comply with and observe rules and regulations adopted
and promulgated by the Landlord from made a part of this lease.
SECTION XVII - MISCELLANEOUS
17.01 NO TACIT RENEWAL
In the event the Tenant remains in possession of the Leased Premises after
the end of the term hereof and without the execution and delivery of a new
lease, there shall be not tacit renewal of this lease, and the Tenant shall
be deemed to be occupying the Leased Premises as a Tenant from month to
month, mutatis mutandis under terms hereunder but terminable by the
landlord or the tenant giving written notice to the other of at least 60
days.
17.02 GARBAGE AND REFUSE
Removal of garbage and refuse is the responsibility of the Tenant. The cost
of garbage and refuse collection is to be borne by the Tenant. The Tenant
shall not store goods or equipment outside the Leased Premises but if done,
the Landlord shall at the Tenant's cost remove same.
17.03 WAIVER-LEGAL COSTS
The waiver by the Landlord of any breach of a term covenant or condition
herein contained shall be deemed to be a waiver of such term, covenant or
condition only and any subsequent breach of the same or any other term,
covenant or condition herein contained shall not be deemed to be waived.
Any legal costs arising from breach of any covenant by the Tenant shall be
recoverable by the Landlord against the Tenant on a solicitor and client
basis.
17.04 ACCORD AND SATISFACTION
No payment by the Tenant or receipt by the Landlord of a lesser amount than
monthly rent herein stipulated shall be deemed to be other than on account
of the earliest stipulated rent.
17.05 ENTIRE AGREEMENT
17
18
This lease sets forth all the covenants, promises, agreements, conditions
and understandings between the Landlord and the Tenant, and there are no
covenants, promises, agreements, conditions or understandings, either oral
or written, other than are herein set forth. Except as herein otherwise
provided, no subsequent alteration, amendment, change or addition to this
lease shall be binding upon the Landlord or the Tenant unless reduced to
writing and signed by both parties.
17.06 ARCHITECT
In the event of any change, alteration or addition to any or on the Leased
Premises or the placing or location of parking stalls, or of loading
facilities or the necessity of repair or upkeep by the Tenant, or placing
of lighting fixtures or traffic directions, the Landlord may obtain the
opinion of the Architect.
17.07 NOTICES
Any notice, demand, request or other instrument which may be required to be
given under this lease shall be in writing and delivered or sent by
registered mail postage prepaid;
(a) To the Landlord, or such other address as the Landlord may designate
by written notice as Urigold Holdings Ltd., 00X Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxx, X0X 0X0.
(b) To the Tenant at 000 Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx or at such other
address as the Tenant shall designate by written notice; which address
may be changed upon notice in writing. Any such notice, demand,
request or consent shall be conclusively deemed to have been given or
made on the day upon which such notice, demand, request or consent is
delivered, or, if mailed, then on the fifth (5th) business date
following the date of mailing.
17.08 REGISTRATION
The Tenant may at its cost register a notice of Lease Abstract at the
Registry office.
17.09 EXTERIOR SIGN
The Tenant may maintain an appropriate sign in a location and of size,
type, material, design and method of
18
19
affixation as shall have the prior written approval of the Landlord,which
approval may not be arbitrarily or unreasonably withheld. In the event of
any violation hereof, the Landlord will be at liberty to remove same, the
cost (plus fifteen percent [15%] for an administration fee) to be born by
the Tenant.
17.10 LANDLORD TO INCLUDE REPRESENTATIVES
Whenever the word "Landlord" is used in the present lease, it shall be
deemed to include the Landlord or it's duly authorized representatives.
17.11 GOVERNING LAW - TITLE
This lease shall be construed and governed by the Laws of the Province of
Ontario.
17.12 RULES AND REGULATIONS
The rules and regulations attached hereto form part of this lease and may
be amended from time to time by the Landlord.
17.13 SPECIAL PROVISIONS
(a) Signage
It is also understood and agreed that any signage to be installed on
the building is regulated by the Landlord's standards, size and
location for approval.
(b) Option To Renew
i) The Landlord grants to the Tenant the option to renew this lease
for one renewal term for five years; provided that in order to
exercise its option for the renewal period the Tenant shall give
the Landlord notice thereof in writing not less than three (3)
months before the date of expiry of the term. The renewal
pursuant to this proviso shall be on the terms and conditions
contained in this lease except:
19
20
A) there shall be no additional right of renewal, and
B) the rent payable by the Tenant in the renewal period shall
be comparable to the rent for similar lands and buildings
within the City of Kanata, prevailing at the beginning of
the renewal period.
ii) ARBITRATION OF RENT ON RENEWAL
If the Landlord and Xxxxxx are unable to agree upon the rent for
the renewal term either of them may, at least two calendar months
before the expiration of the initial term appoint an arbitrator
and give notice of the appointment to the other. The other shall
within ten days nominate a second arbitrator and give notice
thereof to the other party and to the first appointed arbitrator.
If the other part fails to make the appointment, it shall be made
by a Judge of the Ontario Court (General Division) on the
application of the party which has appointed the first appointed
arbitrator. Within one month after the appointment of the second
arbitrator, the two arbitrators shall decide upon a proper sum as
rent for the Leased Premises for the renewal term.
(iii) THIRD ARBITRATOR
If the two arbitrators first appointed do not agree to fixing the
rent within the time above limited, they shall forthwith agree
upon a third arbitrator and the decision of the three arbitrators
or any two of them shall determine the rent for the Leased
Premises for the renewal term. If the two arbitrators first
appointed are unable to agree on a third arbitrator, his
appointment shall be made by a Judge of the Ontario Court
(General Division). If the decision of the arbitrators is delayed
beyond the commencement of the renewal term the Tenant shall
continue to pay rent as if the original term had not expired, and
when the rent for the renewal term is decided upon, the Landlord
shall refund the overpayments of rent (if any) and the Tenant
shall pay the deficiency in rent payments (if any.
(c) Right of First Refusal
20
21
Provided that the Tenant is not in default of any of the
provisions of the Lease, then Tenant shall, have a first right of
refusal to lease that portion of the premises which immediately
adjoining the Leased Premises and shown in the approximate
location hatched in red on Schedule "C" hereof (the "Additional
Premises"). If the Landlord receives a bona fide offer to lease
(the "Offer") the Additional Premises which Landlord is willing
to accept, then Landlord shall forthwith deliver a true copy of
the Offer to Tenant and, on receipt thereof, Tenant shall have
seven (7) days within which to submit a written offer to lease as
contained in the Offer, and if Tenant does so, Landlord shall
lease the Additional Premises to Tenant, and Tenant shall
forthwith enter into a lease amending agreement prepared by
Landlord whereby the Additional Premises shall form a part of the
premises, and the terms of the Lease shall govern the Tenancy of
the Additional Premises, save as otherwise set forth in the
Offer. If the Tenant fails to submit a written offer to lease the
Additional Premises within the seven (7) day period in the manner
aforesaid, then Tenant shall be deemed to have waived its first
right of refusal hereby granted, and the Landlord shall be free
to lease the Additional Premises pursuant to the Offer, so long
as the Lease for the Additional Premises shall not have a term
which exceeds one (1) year and so long as the lease does not
contain an option to renew the Lease of the Additional Premises.
In the event that the Additional Premises are leased to a party
other than the Tenant, the Tenant shall enjoy the right of first
refusal on a yearly basis, at the time that the Lease for the
Additional Premises is up for renewal. In any event the Tenant
shall not have the right of first refusal to no more space than
that which is outlined on Schedule "C".
(d) Parking
The Tenant shall have the use of four (4) parking spaces and a
proportionate number according to any additional space
subsequently leased.
(e) Common Loading and Hallway
The Tenant, throughout the Term of the Lease and any subsequent
renewals, shall have the use in common with
21
22
the other tenants of the building, both loading docks and the
loading hallway.
(f) Registration of Lease
Tenant will not register or permit the registration on its behalf
of this lease or an assignment of this lease in this form in any
land registry office. If either party wishes to register a
document for the purpose of giving notice of this lease or of an
assignment of this lease then upon request of that party, both
parties will join in the execution of a short form or notice of
this lease ("short form"). Landlord or its solicitors will
prepare the short form and all other related documentation
required for registration at Tenant's expense, but containing no
more information than is permitted under this section. The short
form will provide for and require Xxxxxxxx's consent to the
registration of the document and will contain no more than the
following information concerning the lease: a description of the
parties, the Premises, the Commencement Date, the expiration date
of the Term and any renewal or extension rights. The short form
will not identify space in respect of which Xxxxxx has rights of
expansion but the definition of "Premises" in the short form may
contain the following phrase: "including such additional space as
may be taken up from time to time pursuant to the lease". Tenant
will be responsible for payment of all costs, expenses and fees
necessary for the registration of filing of the application to
register the short form or of any assignment of the lease and
Tenant will complete all necessary affidavits required for
registration purposes.
IN WITNESS WHEREOF the parties hereto have executed this Indenture in the
presence of:
Urigold Holdings Ltd.
----------------------- ---------------------------
Witness Per: Xx. X. Xxxxxxxx, P. Eng.
22
23
I-STAT Canada Ltd.
----------------------- ---------------------------
Witness Per:
REGULATIONS
1) No means of ingress to or egress from the Premises or the Building shall be
obstructed.
2) The doors, windows of the Premises which reflect or admit light into any
part of the Building shall not be covered or otherwise obstructed and no
shades, screens, blinds or awnings shall be put up, on or overt any door or
window except such as shall be provided by the Landlord or approved by it
in writing.
3) The Landlord reserves the right to limit the weight and to prescribe the
position in the Premises of all metal safes, furniture, equipment and
machinery and stock of merchandise. No such articles which while being
moved might damage the Building shall be brought onto or removed from or
relocated in the Premises except at such hours and in such manner and
subject to such conditions and precautions as the Landlord may prescribe.
Any damage thereby occasioned by the Tenant or any person subject to the
Tenant shall be made good at the expense of the Tenant.
4) Water closets and plumbing fixtures shall be used only for the purposes for
which they provided.
5) All garbage must be properly wrapped and placed in proper sanitary
receptacles and no garbage receptacle therefor shall be placed outside the
premises except at such hours as the Landlord or the Municipal Authorities
may prescribe. The Tenant shall be responsible for disposal of all it's
garbage from the Land and Building.
23
24
6) Nor wires or pipes shall be introduced into the Building and no spikes, nor
screws or nails shall be put into the walls or woodwork of the Building
without the prior consent of the Landlord and no telephone, telegraph or
alarm system shall be installed in the Premises unless and until the method
of installation has been approved in writing by the Landlord.
7) No animal or bird shall be kept on the Premises or brought into the
Building.
8) No one shall use the Premises as a sleeping apartment.
9) Windows and doors must not be left open so as to admit rain or snow or so
as to interfere with the heating of the Building.
10) No radio or television aerial or antenna shall be affixed to any part of
the Building without the written consent of the Landlord which consent may
be arbitrarily withheld or if given may be withdrawn at any time for any
reason.
11) No musical instruments, record player or radio or television receiving set
with loud speaker(s) shall be played or used in the Building during the
daytime hours so as to constitute a nuisance or annoyance to other
occupants of the Building.
12) If the Tenant replaces any lock placed on any door with a lock of Medco
design or any other high security design whatever, it shall on or before
the expiry of this lease replace that new lock with a lock equal in quality
and comparable in design to the lock originally installed on the Premises.
Upon the expiration or prior termination of this lease, the Tenant shall
surrender all keys of the Premises or the Building and shall reimburse the
Landlord for the cost of replacing any such keys which the Tenant fails to
surrender.
13) All wheeled vehicles used within the Building shall be equipped with rubber
wheels and be constructed so as not to damage the Building or it's fabrics.
SCHEDULE "A"
1) It is understood and agreed that the rental rate is computed on a triple
net basis and the Tenant shall pay it's proportionate share of all
operating expenses pertaining to
24
25
the premises which shall include but not be limited to: heat, municipal
taxes, snow removal, garbage removal, water and insurance. Hydro is to be
separately metered to the premises. All in accordance with Lessor standard
lease.
2) The Tenant may make such alterations which the Tenant deems necessary to
any part of the Premises and may install any fixtures, articles and
improvements on the Premises and the term, any of the fixtures, articles
and improvements affixed or brought up to the Premises, doing no damage by
such removal or making good any damage so cause, all subject to the
Landlord's approval.
All additions & alterations must be in strict accordance with prevailing
bylaws rules and regulations including fire, codes and any rules and
regulations of municipalities or entities having jurisdiction. The
additions and alterations are to be at the tenant's sole expense and are
all subject to the Landlord's approval. Such approval will not be
unreasonably with held.
3) The Tenant shall not assign the Lease, nor sub-let or part with or share
the occupation, controls or possession of the Leased Premises or any part
thereof without the prior written consent of the Landlord and such consent
shall not be unreasonable withheld where in the Landlord's judgement the
proposed assignee or Sub-Tenant has satisfactory financial standing,
business history and reputation in the community.
SCHEDULE "B"
The Landlord shall undertake the following leasehold improvements, at his
expense, prior to the date set for occupancy;
1) Install a drywall fire rated demising wall as detailed on Schedule "C".
2) Install double steel doors approximately 8' x 8', off the common loading
hallway as indicated on the attached Schedule "C".
25
26
3) Remove the entire mezzanine detailed on Schedule "C" and provide the
warehouse lights to the Tenant for his use as required.
4) Adjust the common loading dock height to 48 inches.
5) The washroom facilities currently in the warehouse space shall be expanded
to provide both male and female facilities, should the Tenant expand as
provided for in Clause 17.13(c) of this Agreement to the point that the new
demising wall abuts the existing washrooms, these washrooms shall become
exclusive use washrooms for the Tenant.
6) The Tenant throughout the term of the Lease and any subsequent renewals,
shall have the use of the shelving sections which are presently installed
in its leased premises.
PAYMENT SCHEDULE
Year One & Two - March 9, 1998 to February 28, 2000 $44,400.00 per annum.
In equal monthly installments of $3,700.00 plus applicable service rent of
$2,285.00, GST extra in advance on the first day of each month throughout the
term by post dated cheques on an annual basis (service rent per month will be
adjusted yearly to reflect actual expenses).
Year Three & Four - March 1, 2000 to February 28, 2002 $46,250.00 per annum.
In equal monthly installments of $3,854.17 plus applicable service rent and GST
in advance on the first day of each month throughout the term by post dated
cheques on an annual basis (service rent per month will be adjusted yearly to
reflect actual expenses).
Year Five & Six - March 1, 2002 to February 28, 2004 $48,100.00 per annum.
In equal monthly installments of $4,008.33 plus applicable service rent and GST
in advance on the first day of each month throughout the term by post dated
cheques on an annual basis (service rent per month will be adjusted yearly to
reflect actual expenses).
26
27
It is hereby acknowledged that the Tenant has paid Metro Suburban Realty Ltd.
the sum of $11,811.02 towards basic rent, service rent and GST for the first two
(2) months of the term.
27
