Landmark Properties Inc.
August 3, 1995
SIDUS SYSTEMS INC.
0000 Xxxxxx Xxxx
Xxxx Xx Xxxxx-Xxxxx, Xxxxxx
X0X XX0
Attention: Xx. Xxxxx Xxxxxxx
----------------------------
Subject: Deed of Lease dated for the Leased Premises located at
0000-0000 Xxxxxx Xxxx, Xxxx of Mount-Royal, Quebec H4T IV5
----------------------------------------------------------
Dear Sir:
This letter shall form an integral part of the above-mentioned Deed of Lease.
Notwithstanding anything contained to the contrary in the above-captioned Deed
of Lease, and provided the lessee is not in default of its present Lease and has
fulfilled all of the terms and conditions contained therein, it is hereby agreed
that the months of August 1995, September 1995 and October 1, 1995 shall be free
of Basic NET Rental.
However, the Lessee shall be responsible to pay for its proportionate share of
building expenses, taxes and its metered gas and hydro utility consumption at
the date Of Occupancy and to the termination date of the Lease.
This letter shall become legal and binding only after [lie said Deed of Lease
has been executed by the Lessee and Lessor.
MINOCAN (a division or 2841-4837 Quebec Inc.)
Per:
--------------------------
Xxxxx Xxxxxxxxxx
BC/11
We agree and accept the foregoing.
SIDUS SYSTEMS INC.
Per: /s/ Xxxxx Xxxxxxx Date:
------------------------ ---------------------
Xxxxx Xxxxxxx
DEED OF LEASE
between
MINOCAN (a division of 0000-0000 Xxxxxx Inc.)
and
SIDUS SYSTEMS INC.
,1995
8623-8639 XXXXXX XXXX, XXXX XX XXXXX-XXXXX, XXXXXX
X0X xX0
TABLE OF CONTENTS
-----------------
DESCRIPTION ............................................................... 1
TERM ...................................................................... 1
USE ....................................................................... 2
NET RENT .................................................................. 2
RENT ON NET RETURN BASIS .................................................. 2
PROPORTIONATE EXPENSE RENTAL .............................................. 3
TAXES ..................................................................... 3
CHANGE IN TAXING SYSTEM ................................................... 3
INSURANCE ................................................................. 3
OTHER EXPENSES ............................................................ 4
LESSEE'S CONTRIBUTION ..................................................... 4
TAXES, ASSESSMENTS, ETC ................................................... 4
LESSEE'S INSURANCE ........................................................ 5
UTILITIES & HEATING ....................................................... 5
MAINTENANCE AND REPAIRS ................................................... 6
IMPROVEMENTS AND ALTERATIONS .............................................. 6
INSPECTION AND REPAIR ..................................................... 7
FURNISH STATEMENT ......................................................... 8
FAILURE OF LESSEE TO PERFORM .............................................. 8
DEFAULT ................................................................... 8
LIQUIDATION SALES, ETC .................................................... 9
EXPIRATION OF LEASE ....................................................... 9
SIGNS ..................................................................... 10
SUBLETTING BY LESSEE ...................................................... 10
DESTRUCTION OF PREMISES ................................................... 10
COMPLIANCE WITH LAWS AND REGULATIONS ...................................... 11
LESSOR'S SECURITY ......................................................... 12
INITIALS
Lessor Lessee
[ ] [ ]
INDEMNIFICATIONS .......................................................... 12
ASSIGNMENT BY LESSOR ...................................................... 12
FLOOR LOADING ............................................................. 13
CONDITION OF LEASED PREMISES .............................................. 13
OCCUPANCY ................................................................. 13
PERMITS, ETC .............................................................. 13
RULES AND REGULATIONS ..................................................... 13
ACCESS TO LEASED PREMISES ................................................. 14
INCONVENIENCE ............................................................. 14
EXPROPRIATION ............................................................. 14
COSTS & REGISTRATION ...................................................... 15
SECURITY DEPOSIT .......................................................... 15
COLLECTION ................................................................ 15
CONSTITUTE OR TENURE SYSTEM ACT ........................................... 15
WAIVER .................................................................... 15
ENVIRONMENTAL CLAUSE ...................................................... 16
NOTICES ................................................................... 17
DESCRIPTIVE HEADINGS ...................................................... 17
INTERPRETATION ............................................................ 18
LANGUAGE .................................................................. 19
PRIOR AGREEMENTS .......................................................... 19
SPECIAL CONDITIONS ........................................................ 19
RESOLUTION OF THE BOARD OF DIRECTORS ...................................... 21
INITIALS
Lessor Lessee
[ ] [ ]
1
DEED OF LEASE ENTERED INTO AT THE CITY AND DISTRICT OF MONTEREAL, PROVINCE OF
QUEBEC, ON THE DAY OF 1995.
BETWEEN: MINOCAN (a division of 0000-0000 Xxxxxx Inc.)
a body politic and corporate duly incorporated,
having its head office and principal place of
business at 0000 Xxxxxxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxxxx X0X 0X0, hereinacting through and
represented by Xxxxx Xxxxxxxxxx, its officer
hereunto duly authorized as he declares,
(hereinafter referred to as the "Lessor"),
AND: SIDUS SYSTEMS INC.
hereinacting through and represented by Xxxx
Xxxxxxx, its officer hereunto duly authorized as he
declares,
(hereinafter referred to as the "Lessee")
1. DESCRIPTION
-----------
Lessor, in consideration of the rent, convenants and agreements hereinafter
contained on the part of Lessee to be paid, kept and performed, hereby
leases to Lessee and Lessee does hereby hire and take from Lessor that
designated portion containing approximately TWELVE THOUSAND ONE HUNDRED AND
TWENTY SQUARE FEET (12,120ft), subject to adjustments based on actual
measurements by Lessor and representing THIRTY-TWO POINT EIGHTY-FIVE
PERCENT (32.85%) of total rentable area of the building of which the Leased
Premises form part, as shown outlined on sketch annexed hereto as Schedule
"A", bearing civic number 0000-0000 XXXXXX XXXX, XXXX XX XXXXX-XXXXX,
XXXXXX H4T 1VS (hereinafter referred to as the "Leased Premises").
The area is measured from the exterior face of all exterior walls and from
the centre line of all interior walls separating the Leased Premises from
adjacent premises.
2. TERM
----
The Term of this Lease shall be for SIX (6) YEARS and shall commence on the
1st day of August 1995 and terminate on the 31st day of july 2001 unless
sooner terminated under the provisions hereof (hereinafter referred to as
the "Term").
Should the Lessee continue to occupy the Leased Premises after the expiry
of the Term without a written agreement, there shall be no tack renewal and
the Lessee shall pay the Lessor rent and other charges for the period of
occupancy as set out in this Lease or renewal thereof, plus fifty percent
(50%) therof, provided that this overhold rent shall only apply if the
Lessor has given notice to the Lessee no later than three (3) mnths prior
to the expiry of the lease term of:
(i) the impending expiration of the Term, and
(ii) the increase of basic rent of 50% upon this expiration
without prejudice to such further damange claims as may be available to the
Lessor against the Lessee. However, the Lessee is not to have the right to
such occupancy beyond the expiry of the term.
INITIALS
Lessor Lessee
[ ] [ ]
2
3. USE
---
Lessee covenants that the premises shall be used solely for the purpose of:
OFFICE SPACE, WAREHOUSING AND DISTRIBUTION OF COMPUTER EQUIPMENT.
There shall be no outside storage permitted of any kind on any part of the
land.
4. NET RENT
--------
Lessee covenants and agrees to pay the Lessor in lawful money of Canada
without deduction, without necessity of any demand thereof abatement or set
off, a net annual rental payable in equal consecutive monthly instalments
of:
$ 4,545.00 per month, plus GST & QST (representing $4.50 net, per square
foot per annum) for the period commencing August 1, 1995 and terminating
July 31, 1996; and,
$ 4,798.00 per month, plus GST & QST (representing $4.75 net per square
foot per annum) for the period commencing August 1, 1996 and terminating
July 31, 1997; and,
$ 5,050.00 per month, plus GST & QST (representing $5.00 net per square
foot per annum) for the period commencing August 1, 1997 and terminating
July 31, 1998; and,
$ 5,303.00 per month, plus GST & QST (representing $5.25 net per square
foot per annum) for the period commencing August 1, 1998 and terminating
July 31, 1999; and,
$ 5,555.00 per month, plus GST & QST (representing $5.50 net per square
foot per annum) for the period commencing August 1, 1999 and terminating
July 31, 2001;
The rent as herein provided shall be paid to Lessor and/or its nominee,
each month in advance on the first day of each month during the Term
hereof, at the head office of the Lessor, at 5490 Royalmount, Suite 200,
Town of Mount Royal, Quebec H4P lH7 or at such other place in Canada as
shall be designated by Lessor in writing to Lessee.
5. RENT ON NET RETURN BASIS
------------------------
It is intended that the rent provided for in this Lease shall be an
absolute net return to Lessor for the Term of this Lease, free of any and
all costs, expenses of any nature whatsoever, taxes and charges with
respect to the Leased Premises, the contents thereof, or the business
carried on therein, other than any income or profit taxes which may be
levied against Lessor and any costs of Lessor in respect of mortgages or
hypothecs and other than:
- amounts payable by the Lessor under any ground lease, emphyteutic
lease or in respect of any easement;
- costs of complying with any environmental legislation, (except to the
extent such costs are, under this Lease or by law, the responsibility
of the Lessee or those for whom it is responsible at law);
- real estate agent's commissions, tenant inducements, leasehold
improvements and any other costs related to the leasing of other
premises in the Building; and
- any other costs or matters which are allocated to the Lessor
hereunder;
and the Lessee shall pay all such costs, expenses and charges.
INITIALS
Lessor Lessee
[ ] [ ]
3
6. PROPORTIONATE EXPENSE RENTAL
----------------------------
Without limiting the obligations of the Lessee, the Lessee shall pay during
the Term of this Lease, as additional rental to the Lessor, in the
proportion that the rentable area of the Leased Pre mises bears to the
total rentable area of the Building of which the Leased Premises form part
(such proportion being hereinafter referred to as Lessee's "proportionate
share") (without duplication) the aggregate of (adjusted in the first and
last year of the Term):
6.1 TAXES
-----
The Lessee shall pay, whether they be special or general, its proportionate
share of all taxes, property taxes, municipal taxes, school taxes, surtax,
service tax, water & business taxes, rates including local improvement
rates, duties and assessments and any tax on capital that may be levied,
rated, charged or assessed against or related to the Building and/or all
equipment and facilities thereon or therein, and/or the land and
appurtenant land on which the Building is situated, and/or any property on
or in the Building owned or brought thereon or therein by Lessor or Lessee,
and any and every of its assignees or sublessees and its and their
respective officers, agents, employees, servants, visitors or licensees
and/or against Lessor or Lessee in respect thereof, whether such taxes,
rates, duties or assessments are charged by a municipal, parliamentary,
school, or any other body of competent jurisdiction as well as all
reasonable expenses related to the contestation of any part of said
charges, all of which may be referred to as Taxes. In no case will the
Lessee's responsibility for tax on capital exceed the Lessee's
proportionate share of the current sum of Twelve Thousand Dollars
($12,000.00) per annum, except to the extent that the increase results from
government action and not from any action of the Lessor.
6.2 CHANGE IN TAXING SYSTEM
-----------------------
If, during the term of the Lease, any fiscal authority makes any change,
either by statute, regulation, or otherwise, in the method of taxation,
such that any of the said Taxes are replaced or changed, or if a new tax or
form of tax or assessment or the like is charged or imposed, and whether
such new tax is imposed on the Lessor or on the rents or revenues of the
Immoveable of which the Leased Premises form part, or the rents or revenues
of leasing the Immoveable, or any part thereof, the word "Taxes" will
include such new tax, assessment or the like. If any fiscal authority
eliminates any tax, assessment or the like, presently forming part of the
Taxes, the Lessor will eliminate such tax, assessment or the like from the
Taxes.
6.3 INSURANCE
---------
The Lessee shall pay its proportionate share of all premiums with respect
to insurance to be placed by Lessor with respect to the Building and
described as follows:
(i) Fire, extended Coverage and Malicious Damage insurance for the
full insurable value procurable at the time, of the Building, its
improvements and equipment and in addition upon the full annual
rental income thereof;
(ii) Broad Boiler and Unfired Pressure Vessels insurance, including
Repair or Replacement and rental income coverages in an amount
reasonably satisfactory to Lessor;
(iii) Such other insurance as institutional lenders may require or as it
may be or may become customary for owners of property to carry as
respects loss of or damage to the Leased Premises or liability
arising therefrom. The aforesaid insurance premiums shall include
an amount reasonably determined as being equivalent to a fair
premium for the deductible portion of the insurance policy in
question, provided that the total sum payable by the Lessee shall
not exceed the amount that would be payable by Lessee if the
insurance policy would not have any deductible portion. Lessee
will pay the amount of any increase in insurance premiums on the
whole of the Building of which the Leased Premises form part if
such increase is caused by Lessee's
INITIALS
Lessor Lessee
[ ] [ ]
4
operations in the Leased Premises.
6.4 OTHER EXPENSES
--------------
Without limiting the generality of the foregoing, the Lessee shall pay its
proportionate share of all costs related to the maintenance and repair and
reasonable replacement of the washrooms, corridors, malls, driveways and
parking, heating and air-conditioning equipment and services and all other
equipment, areas, and all facilities and services available at the
commencement of the Term or added or provided at any time thereafter,
(should such services, etc. be and to the extent that they are available),
provided that the Lessee shall not pay any share of expenditures or costs
which are the Lessor's responsibility hereunder.
The Lessee shall furthermore pay its proportionate cost of the expense
incurred to keep the exterior of the Leased Premises in good order and
condition and to provide winter and summer exterior ground maintenance.
The Lessee undertakes to pay to the Lessor an administrative fee of fifteen
percent (15%) of all sums due to the Lessor under this Lease, save for the
monthly net rental.
7. LESSEE'S CONTRIBUTION
-----------------------
Notwithstanding anything to the contrary hereinabove contained, the Lessor
may, instead of billing individually for taxes and other items to be paid
by the Lessee, as hereinabove stipulated, estimate (acting reasonably) the
amounts payable by, the Lessee under the provisions of this Lease for such
periods as the Lessor may determine, (but not exceeding twelve months) the
Lessee hereby agreeing to pay to the Lessor such amounts in monthly
instalments in advance to cover Lessor's estimated disbursements during
said period together with the rental payments as hereinabove provided.
Following the expiration of the period for which such estimated payments
have been made, the Lessor shall deliver to the Lessee a statement of the
actual costs payable pursuant to clause 6. This statement shall be
sufficiently detailed to permit the Lessee to satisfy itself as to the
particulars and the propriety of all costs. If the amounts actually due by
the Lessee for such period exceed the amount so collected by the Lessor,
the Lessee shall pay same forthwith upon receipt of said statement, and if
the amounts due by the Lessee for the said period are less than the amount
actually collected by the Lessor, then the Lessor shall remit same
forthwith or credit same to the next ensuing payments becoming due by the
Lessee to the Lessor.
All sums due by the Lessee to the Lessor in virtue of this Lease, whether
under this clause or otherwise, will be considered as rent for all legal
purposes.
The Lessee hereby agrees, to present to the Lessor, at the beginning of
each calendar year throughout the Term of the Lease, a series of monthly
post-dated cheques for the period of the ensuing calendar year, in amounts
fixed in accordance with Clauses 4 and 7, or the Lessee may pay by way of
preauthorized bank debits from Lessee's bank account to Lessor's bank
account, which alternative method of payment shall be at Lessee's option.
Late Payments: The acceptance by the Lessor of any postdated cheque or
money due for rent after its due date is to be considered as a mode of
collection only, without novation of, nor derogation from, any of the
Lessor's rights, recourses and actions in virtue of this Lease which
demands punctual payment of all obligations.
8. TAXES, ASSESSMENTS, ETC.
------------------------
a) Lessee will in each and every year during the Term of this Lease pay and
discharge or cause to be paid and discharged, all business taxes, licence
fees, public utility charges, water rates, sewer rates and other like fees,
charges, rates and assessments that may be levied, charged, rated or
assessed against the Leased Premises and/or all equipment and facilities
thereon or therein, and/or any property on the Leased Premises owned or
brought thereon by Lessor or Lessee, and any and every of its assignees or
sublessees and its and their respective officers, agents, employees,
servants, visitors or licensees and/or against Lessor or Lessee
INITIALS
Lessor Lessee
[ ] [ ]
in respect thereof, and every tax and licence fee in respect of any and
every business carried on therein, or in respect of the occupancy of the
Leased Premises by Lessee (and any and every of its assignees or
sublessees) whether such licence fees, charges, rates, assessments and
taxes are charged by a municipal, parliamentary, school or any other body
of competent jurisdiction, and all charges for public utilities including
electric current, gas, water, steam or hot water used upon or in respect of
the Leased Premises and for fitting, machines, apparatus, meters or other
things leased in respect thereof, and for all work or services performed by
any corporation or commission in connection with such utilities; and will
indemnify, and keep indemnified Lessor from and against payment of all
losses, costs, charges and expenses occasioned by, or arising from any and
every such licence fee, charge, rate, assessment and tax. Lessee will
furnish to Lessor within ten (10) days after request by the Lessor,
receipts or other appropriate evidence as to the payment of each such tax,
rate, charge, assessment duty and licence fee.
b) The Lessee undertakes to pay, or cause to be paid, during the term of this
Lease, all goods and services taxes, value added taxes, surtax and all
similar taxes, assessed presently or in the future on or with respect to
the Rent and/or any other sum payable to the Lessor or for the benefit of
the Lessor in accordance with applicable legislation.
c) If pursuant to any law or regulation or the like, any said taxes or
assessment is or becomes payable by the Lessor or by owners of property, or
if the method of collection of such taxes or assessments is changed such
that the Lessor is subject to them rather than the Lessee, the Lessee
undertakes to reimburse the Lessor, within seven (7) days of a request made
to the Lessee to do so, the Lessee's share of all sums so charged or
assessed against the Lessor, which shall be the proportion that the area of
the Leased Premises bears to the total leased area of the Building, and the
Lessee shall indemnify the Lessor and hold the Lessor harmless from all the
costs and expenses related thereto.
9. LESSEE'S INSURANCE
------------------
Lessee covenants not to do or omit to do anything whereby any policy shall
be cancelled or the premises rendered uninsurable.
The Lessee shall, at its expense, procure and maintain at all times during
the continuance of this Lease, such insurance as will protect the Lessee
and the Lessor from any claim for personal injury including death, and for
property damage in any way arising out of or attributable to the exercise
by the Lessee, or others, of any of the privileges or rights herein
granted. This insurance shall provide a combined minimum limit of $
2,000,000 or such higher amount as Lessor may reasonably require for
personal injury and property damage and shall extend to cover any liability
assumed by the Lessee under this Lease.
The Lessee shall forward to the Lessor the original of the insurance policy
and evidence of renewals thereof during the continuance of this Lease upon
request by the Lessor. The Lessee hereby agrees and understands that the
placing of such insurance shall in no way relieve the Lessee from any
obligation assumed under this Lease, and that failure by the Lessee to
obtain the above mentioned coverage will entitle the Lessor to obtain said
insurance and to charge Lessee for same.
10. UTTLITIES & HEATING
-------------------
The Lessee shall pay for its electricity, water, heat, gas, telephone, pest
control, garbage removal and all public utilities with respect to the
Leased Premises, and shall keep the premises suitably heated.
INITIALS
Lessor Lessee
[ ] [ ]
6
11. MAINTENANCE AND REPAIRS
-----------------------
Notwithstanding the provisions of the Civil Code of the Province of Queb
ec, and in particular Articles 1854 and 1864, the Lessee, at its own
expense, shall operate, maintain and keep the Leased Premises including all
facilities, equipment and services, both inside and outside, available to
the Lessee exclusively, in such good order and condition, both inside and
outside, as they would be kept by a careful owner, and shall promptly make
all needed repairs and replacements to the Leased Premises (save and except
for structural defects or repairs which shall be defined as being repairs
or replacements to the foundations, bearing walls and roof steel deck, all
of which will be the Lessor's responsibility), which a careful owner would
make, including, without limitations, the water, gas, drain and sewer
connections, pipes and mains, electrical wiring, water closets, sinks and
accessories thereof, and all equipment belonging to or connected with the
Leased Premises or used in its operation.
The Lessee shall have no obligation for repairs and replacements not caused
by the negligent or wrongful act of the Lessee or those for whom the Lessee
is responsible at law, which is covered by insurance maintained or required
to be maintained by the Lessor.
The Lessee undertakes to obtain and pay for full maintenance, repair and
replacement services and/or insurance contracts as may be available from
firms approved by the Lessor (such approval not to be unreasonably
withheld), with respect to the maintenance, repair and replacement of the
heating, ventilating and air conditioning equipment, if provided in the
Leased Premises, the whole without prejudice to the other obligations of
the Lessee with respect to such equipment. The Lessee shall forward,
without any further demand, to the Lessor copies of such contracts and
evidence of renewals thereof during the continuance of this Lease.
With respect to any repairs or replacements that are considered capital
expenses according to generally accepted accounting principles ("GAAP"),
the Lessee's responsibility shall be limited to an amount equivalent to the
amortization of the capital expense in question, calculated by Lessor's
accountant according to GAAP, over the service life of the repairs or
replacements (to be determined in accordance with GAAP), to the extent that
such amortization period falls within the Term, or any extension or renewal
thereof. Should such capital expense relate to a repair or replacement
which is common to more than one lessee, then the Lessee will pay only its
proportionate share of the amounts calculated as set out above.
Notwithstanding anything else contained in this Lease, the Lessee shall not
be responsible for any capital expenditure which, as of the date of
execution of this Lease, has been approved or proposed, or which is being
evaluated for implementation within the six (6) months following the
commencement date.
12. IMPROVEMENTS AND ALTERATIONS
----------------------------
Lessee shall have the right to make at its own expense, subject to the
prior written consent of the Lessor, whose consent may not be unreasonably
withheld, additions, alterations and changes in and to the Leased Premises
provided however, that no such work (except work which is minor or cosmetic
in nature) shall be commenced except with the prior written consent of
Lessor and except on compliance with the following conditions:
a) Lessee shall furnish to Lessor plans and specifications showing in
reasonably complete detail the work proposed to be carried out and the
estimated cost thereof and Lessor shall approve or reject such plans and
specifications within thirty (30) days after receipt of the same. If
such plans and specifications are approved, all work shall be carried
out in compliance with the same;
b) The value of the Leased Premises shall not, as a result of any work
proposed to be carried out by Lessee, be less than the value of the
Leased Premises before the commencement of such work and Lessor shall be
the sole judge of such value;
INITIALS
Lessor Losses
[ ] [ ]
7
c) All work shall be carried out with reasonable dispatch and in a good
workmanlike manner and in compliance with all applicable permits,
authorizations and building and zoning by-laws and with all regulations
and requirements of all competent authorities having jurisdiction over
the Leased Premises;
d) In all events, Lessee shall be required to use Lessor's mechanical,
electrical and plumbing trades for Lessee's mechanical, electrical and
plumbing requirements, which shall be coordinated by Lessor at Lessee's
expense, provided that Lessor's trades shall at all times provide their
services at prices competitive with independent quotes obtained by the
Lessee, failing which, the Lessee shall be entitled to use the trades
which it chooses, acting reasonably.
e) The Leased Premises shall at all times be free of all conditional bills
of sale, pledges, registered privileges, workmen's and suppliers' liens
and other similar liens and charges. Lessor may require Lessee to
furnish security satisfactory to Lessor guaranteeing the completion of
the work and the payment of the cost thereof free and clear of all
conditional bills of sale, pledges, privileges, workmen's and suppliers'
liens and other similar liens and charges, as well as for the
replacement of the Leased Premises to their former state, as specified
in clause 19 below;
f) Lessee shall maintain Worker's Compensation insurance covering all
persons employed in connection with the work and shall produce evidence
of such insurance to Lessor and shall also maintain such general
liability insurance for the protection of Lessor and Lessee as Lessor
may require acting reasonably;
g) All work, when completed, shall be comprised in, and form part of the
Leased Premises and shall be subject to all the provisions of this Lease
and Lessee shall not have any right to claim compensation therefor and
the same shall not be removed by Lessee on termination of this Lease,
unless the Lessor requests that part or all of it be removed, in which
case the Lessee shall comply and shall repair any damage related thereto
or caused thereby. The foregoing obligation of the Lessee is limited to
items which have been installed by the Lessee.
h) Should the Lessee, after having obtained written consent from the
Lessor, effect changes in the partitions or otherwise modify the Leased
Premises, and accordingly had to relocate or modify the heating and, if
applicable, the air conditioning equipment, such changes and/or
modifications would have to be effected at the sole cost and risk of the
Lessee.
13. INSPECTION AND REPAIR
---------------------
Lessor and its agents shall have the right, at all reasonable times during
the Term of this Lease to enter the Leased Premises to examine the
condition thereof and to ascertain whether Lessee is performing its
obligations hereunder, and Lessee shall make any repairs and/or sign the
necessary service contract in order to comply with such obligations. If
Lessee fails to make any such repairs and/or sign the necessary service
contract within thirty (30) days after notice from Lessor requesting Lessee
so to do, provided that such repairs may reasonably be made within the said
period, Lessor may, without prejudice to any other rights or remedies it
may have, make such repairs and charge the cost thereof to Lessee to the
extent that such repairs are otherwise the responsibility of the Lessee
hereunder. Nothing in this Clause shall be construed to obligate or require
Lessor to make any repairs but Lessor shall have the right at any time to
make any emergency repairs without notice to Lessee and charge the cost
thereof to Lessee to the extent that such repairs are otherwise the
responsibility of the Lessee hereunder. Any costs chargeable to Lessee
hereunder shall be payable forthwith on demand as additional rent.
INITIALS
Lessor Lessee
[ ] [ ]
8
14. IMPROVEMENTS, ALTERATIONS, RENOVATIONS AND REPAIRS
--------------------------------------------------
DELETED.
15. FURNISH STATEMENT
-----------------
Lessee shall from time to time at the request of Lessor produce to Lessor
satisfactory evidence of the due payment by Lessee of all payments required
to be made by Lessee under this Lease.
16. FAILURE OF LESSEE TO PERFORM
If Lessee fails to pay any taxes, rates, insurance premium, charges or
debts which it owes or has herein covenanted to pay or has undertaken to
contract, Lessor may pay or contract the same and shall be entitled to
charge the sums so paid or contracted to Lessee who shall pay them
forthwith on demand as additional rent and Lessor, in addition to any other
rights, shall have the same remedies and may take the same steps for the
recovery of rent in arrears under the Terms of this Lease; all arrears of
rent and any monies paid by Lessor or due by Lessee to Lessor u nder this
Lease shall bear interest at the rate of fifteen percent (15%) per annum or
one point two five (1.25%) percent per month from the time such arrears
become due until paid to Lessor.
17. DEFAULT
-------
Without prejudice to all of the rights and recourses available to the
Lessor, the following shall be considered special defaults under the Terms
of this Lease;
a) in the event that Lessee shall be in default under any provision of this
Lease providing for the payment of rent or additional rent and such
default shall continue for ten (10) days after notice of same;
b) in the event that Lessee shall be adjudicated a bankrupt or make any
general assignment for the benefit of creditors, or take, or attempt to
take, the benefit of any insolvency or bankruptcy Act, or if a petition
in bankruptcy shall be granted against Lessee, or if a receiver or
trustee be appointed for the property of Lessee, or any part thereof, or
any execution be issued pursuant to a judgment, rendered against Lessee
or pursuant to this Lease, or if the estate of Lessee hereunder be
transferred or pass to or devolve upon any other person or corporation
by operation of law; or if the Lessee abandons the Leased Premises or if
they are vacant or unattended for more than thirty (30) days, or
occupied by persons other than the Lessee without Lessor's written
consent; or
c) in the event that Lessee shall be in default in observing any covenant
herein contained and/or performing any of its obligations contained in
the Lease (other than a default in the payment of rent or additional
rent) and such default shall continue for thirty (30) days after written
notice specifying such default shall have been given to Lessee by
Lessor.
In the event of any special default under the Terms of this Lease, the
Lessor without prejudice to any rights or remedies it may have hereunder or
by law shall have the right to terminate this Lease forthwith upon written
notice given to Lessee by Lessor. Lessee upon such a termination of this
Lease shall thereupon quit and surrender the Leased Premises to Lessor and
Lessor, its agents and servants, may immediately or at any time thereafter,
re enter the Leased Premises and dispossess Lessee, and remove any and all
persons and any or all property therefrom whether by summary dispossession
proceedings or by any suitable action or proceeding at law, or otherwise
without being liable to prosecution or damages therefore.
INITIALS
Lessor Lessee
[ ] [ ]
9
In case of any termination, or in case Lessee, in the absence of such
termination, shall be dispossessed by or at the instance of Lessor in any
lawful manner, whether by force or otherwise, rent for the following twelve
(12) months shall immediately become due and payable and this Lease shall
immediately, at the option of the Lessor, become forfeited and terminated
and the Lessor may, without notice or any form of legal process, forthwith
re enter upon and take possession of the Leased Premises and remove the
Lessee's effects therefrom, the whole without prejudice to and under
reserve of all of the rights and recourse of the Lessor to claim any and
all losses and damages sustained by the Lessor by reason of and arising
from any default of the Lessee.
In the event of the bankruptcy of the Lessee, the Lessor shall be entitled
to rent for the following three (3) months, as accelerated rent, without
prejudice to all of the other rights of the Lessor under the circumstances.
In all circumstances the Lessee waives its right under Article 1883 of the
Civil Code of Quebec.
17A. DELETED.
18. LIQUIDATION SALES, ETC.
-----------------------
The Lessee undertakes not to carry out or permit a bankruptcy or
liquidation sale or sale of second hand goods, war surplus goods, insurance
salvage stock or auction in or from the Leased Premises. The Lessee
acknowledges that a violation of the present clause will cause irreparable
injury to the Lessor and consents to the Lessor enforcing the present
clause by way of interim and interlocutory injunction, without prejudice to
such other rights as the Lessor may have under the circumstances.
19. EXPIRATION OF LEASE
-------------------
The Lessee shall at the expiration or sooner termination of the Term of
this Lease peaceably surrender and yield up unto Lessor the Leased Premises
together with all buildings, alterations, replacements, additions,
erections, and improvements (leasehold or otherwise), including, but not
limited to electrical installations, electric or other fixtures, offices,
partitions, divisions, showrooms, air-conditioning and heating equipment,
panelling, built-in furniture, wall-to-wall carpets, attached carpets or
other floor coverings, attached cabinets, attached conveyor systems,
attached racks, or other attached equipment, wiring, switches, meters,
meter boxes and transformers, which at any time during the Term hereof
shall be placed, made, installed, fixed or attached therein or thereon by
the Lessee, in good repair and condition, subject to reasonable wear and
tear only, and without any compensation whatsoever being allowed to the
Lessee for same. Lessee shall not remove or alter any of the foregoing
during the Term of the Lease or Renewal or Extension thereof, without the
written consent of the Lessor. However, the Lessor shall have the right to
require the Lessee, by written notice given to the Lessee no later than the
expiration of the Term of the Lease or any renewal or extension thereof, to
remove -any or all of the foregoing items, in which case the Lessee shall
remove the items requested to be removed, repairing any damage related
thereto or caused thereby, and to the extent required by the Lessor, the
Lessee shall leave the Leased Premises in their original good and clean
state and condition, subject to reasonable wear and tear.
The foregoing obligation of the Lessee to remove items is limited to items
which have been installed by the Lessee.
INITIALS
Lessor Lessee
[ ] [ ]
10
20. SIGNS
-----
Lessor shall have the right at all times during the Term of this Lease to
place upon the Leased Premises a notice of reasonable dimensions and
reasonably placed, so as not to interfere with the business of the Lessee,
stating that the Leased Premises are for sale and for nine (9) months prior
to the termination of this Lease, Lessor shall have the right to place upon
the Leased Premises a similar notice that the Leased Premises are for rent
and Lessee will not remove such notice or knowingly permit same to be
removed.
Lessor shall have the right to exhibit the Leased Premises from time to
time to any insurer, prospective mortgagee, purchaser or Lessee at all
reasonable hours.
Any exterior signs or any signs visible from the exterior will be subject
to the Lessor's prior approval in writing and installation by the Lessee if
approved will be at the sole expense of the Lessee. All such signs shall
comply with the lawful requirements of municipal and governmental
authorities.
21. SUBLETTING BY LESSEE
--------------------
Subject to the provisions hereinafter detailed, the Lessee shall have the
right to sublet the Leased Premises or any portion thereof or assign its
rights in the present Lease with the consent of the Lessor which consent
shall not be unreasonably withheld and providing that the Leased Premises
are utilized only for the purposes permitted by zoning and which do not
conflict with the Lessor's obligations to other tenants of the Building and
which are no more onerous than the occupancy by the Lessee.
Notwithstanding such subletting and assignment, the Lessee shall remain
jointly and severally liable with such sublessee or assignee for the
performance of all the terms and conditions of the present Lease.
The Lessee undertakes to provide to the Lessor a signed copy of the
agreement by and between the sublessee and themselves indicating the terms
and conditions of the sublease or assignment. No consent of the Lessor
shall be required in respect of an assignment of this Lease, or a sublease
of all or part of the Leased Premises, to an affiliate (within the meaning
of the Business Corporations Act (Ontario) of the Lessee.
22. DESTRUCTION OF PREMISES
-----------------------
Provided, and it is hereby expressly agreed that if and whenever during the
Term hereby ]eased, the Building or the portion of the Building hereby
leased shall be destroyed or damaged by fire, lightning or tempest, or any
of the other perils insured against under the provisions of Clause 6.2,
then and in every such event;
a) if the damage or destruction is such that the portion of the Building
hereby leased, or the Building is rendered wholly or partially unfit for
occupancy or it is impossible or unsafe to use and occupy it and if in
either event the damage, in the reasonable opinion of Lessor's architect to
be given to Lessee within thirty (30) business days of the happening of
such damage or destruction, cannot be repaired with reasonable diligence
within one hundred and eighty (180) days from the happening of such damage
or destruction, then either Lessor or Lessee may within five (5) days next
succeeding the giving of the Lessor's opinion as aforesaid, terminate this
Lease by giving to the other notice in writing of such termination, in
which event this Lease and the term hereby leased shall cease and be at an
end as of the date of such destruction or damage and the rent and all other
payments for which Lessee is liable under the terms of this Lease shall be
apportioned and paid in full to the date of such destruction or damage; in
the event that neither Lessor or Lessee so terminate this Lease,
INITIALS
Lessor Lessee
[ ] [ ]
11
the Lessor shall repair the said Building (excluding the Lessee's Leasehold
Improvements) with all reasonable speed and the rent (including all
additional rent) hereby reserved shall xxxxx from the date of the happening
of the damage until the damage shall be made good to the extent of enabling
Lessee to use and occupy the Leased Premises;
b) if the damage be such that the portion of the Building hereby leased is
wholly unfit for occupancy, or if it is impossible or unsafe to use or
occupy it but if in either event the damage, in the reasonable opinion of
Lessor's architect, to be given to Lessee within thirty (30) business days
from the happening of such damage, can be repaired with reasonable
diligence within one hundred and eighty (180) days of the happening of such
damage, then the rent (including all additional rental) hereby reserved
shall xxxxx from the date of the happening of such damage until the damage
shall be made good to the extent of enabling Lessee to use and occupy the
Leased Premises and Lessor shall repair the damage (excluding the Lessee's
Leasehold Improvements) with all reasonable speed;
c) if, in the reasonable opinion of the Lessor's architect, the damage can be
made good, as aforesaid, within one hundred and eighty (180) days of the
happening of such destruction or damage and the damage is such that the
portion of the Building leased is capable of being partially used for the
purposes for which it is hereby leased, then until such damage has been
repaired the rent (including all additional rental) shall xxxxx in the
proportion that the part of the portion of the Building leased is rendered
unfit for occupancy bears to the whole of the said portion of the Building
leased and Lessor shall repair the damage (excluding the Lessee's Leasehold
Improvements) with all reasonable speed.
Should any mortgage creditor who may have an interest in any insurance
proceeds refuse to permit the use of such proceeds for the repair,
replacement, rebuilding and/or restoration as hereinabove provided and for
the payment of amounts expended for such purposes, then the Lessor's
obligation to repair or rebuild as provided for hereinabove shall cease and
shall be null and void and the Lease shall be cancelled effective as of the
date of the damage, unless, the Lessor, at the Lessor's sole option,
chooses to repair or rebuild and provides the Lessee with notice thereof
within thirty (30) days after such damage.
23. COMPLIANCE WITH LAWS AND REGULATIONS
------------------------------------
The Lessee shall, at its own expense, promptly comply with the requirements
of every applicable statute, law and ordinance and with every applicable
lawful regulation or order with respect to the removal of any encroachment
placed by the Lessee, or to the condition, equipment, maintenance, or use
or occupation of the Leased Premises, (except to the extent that the work
necessary to so comply:
(a) is otherwise the Lessor's responsibility hereunder, or
(b) involves the retrofitting or remediation of any part of the Building to
comply with environmental or safety legislation generally. However,
should it relate to the nature of the Lessee's occupancy in particular
and not to office and warehouse space generally, then it shall be the
Lessee's responsibility)
whether or not such requirement, regulation or order be of a kind now
existing or within the contemplation of the parties hereto; and shall
comply with any applicable regulation, recommendation or order of the
Insurer's Advisory Organization, or any body having similar functions or of
any liability or fire insurance company by which the Lessor and/or the
Lessee may be insured.
INITIALS
Lessor Lessee
[ ] [ ]
12
24. LESSOR'S SECURITY
-----------------
The Lessee undertakes to and does hereby grant a first ranking conventional
moveable hypothec to Lessor without delivery on the universality of
moveables which comprise the inventory and stock in trade of Lessee and a
moveable hypothec without delivery on the specific equipment used by the
Lessee in its business, and a floating charge on all of the assets of the
business of the Lessee, the whole in the amount of NINETY-THOUSAND DOLLARS
($90,000.00), plus interest at the rate of 15% per annum from this date, as
security for the obligations of the Lessee under this Lease. The Lessee
shall sign any further documents necessary or useful to give full effect to
this clause, and hereby authorizes a representative of the Lessor to sign
any such documents on Lessee's behalf.
As an alternative to the foregoing security, the Lessee may provide a
commercial bank guarantee reasonably satisfactory to the Lessor, or a cash
deposit in the same amount.
Should the Lessor not obtain the security to be furnished under the, first
paragraph of the present clause, then the Lessor shall be entitled to
demand a cash deposit from the Lessee in the same amount.
25. INDEMNIFICATIONS
----------------
Except if caused directly by the gross negligence or wrongful act of the
Lessor or for those for whom it may be responsible at law, the Lessor shall
not be liable nor responsible in any way for any injury of any nature
whatsoever that may be suffered or sustained by the Lessee or any employee,
agent or customer of the Lessee or any other person who may be upon the
Leased Premises or for any loss of or damages to any property belonging to
the Lessee or to its employees or to any other person while such property
is on the Leased Premises and in particular (but without limiting the
generality of the foregoing) the Lessor shall not be liable for any damage
or damages of any nature whatsoever to any such property caused by the
failure by reason of a breakdown or other cause, to supply adequate
drainage, snow or ice removal, or by reason of the interruption of any
public utility or service or in the event of steam, water, rain or snow
which may leak into, issue, or flow from any part of the Building or from
the water, steam, sprinkler, or drainage pipes or plumbing works of the
same, or from any other place or quarter or for any damage caused by
anything done or omitted by any lessee, but the Lessor shall use all
reasonable diligence to remedy such condition, failure or interruption of
service when not directly or indirectly attributable to the Lessee, after
notice of same, when it is within its power and obligation so to do. Nor
shall the Lessee be entitled to any abatement of rental in respect of any
such condition, failure or interruption of service.
The Lessee will indemnify and save harmless the Lessor from and against all
fines, liability, damages, suits, claims, demands and actions of any kind
or nature which the Lessor shall or may become liable for or suffer by
reason of any breach, violation or non-performance by the Lessee of any
covenant, term or provision hereof or by reason of any injury (including
death resulting at any time therefrom) or damage to property occasioned to
or suffered by any person or persons including the Lessor by reason of any
such breach, violation or non performance or of any wrongful act, neglect
or default on the part of the Lessee or any of its employees, officers,
agents, suppliers, or invitees.
Both Lessor and Lessee undertake to use their best efforts to the effect
that all insurance policies obtained by them hereunder shall, where
applicable, contain a waiver of any rights of subrogation which the insurer
might otherwise have against the other party.
26. ASSIGNMENT BY LESSOR
--------------------
Lessee hereby covenants and agrees that it will, if and whenever reasonably
required by Lessor at Lessor's expense, consent to and become a party to
any instrument or instruments permitting a mortgage, trust deed or hypothec
to be placed on the Leased Premises hereinabove described or any part
thereof of which the Leased Premises are a pad as security
INITIALS
Lessor Lessee
[ ] [ ]
13
for any indebtedness covered by the said trust deed, mortgage o r hypothec
and subordinating this Lease to the said trust deed, mortgage or hypothec.
Such consent by Lessee will not diminish the rights of Lessee under this
Lease provided the Lessee is not in default under the terms and conditions
of this Lease.
The Lessor covenants that it will, immediately upon request by the Lessee,
obtain from any holder of a mortgage, trust deed or hypothec which has
priority over this Lease, the covenant of such holder, not to disturb the
Lessee's rights under this Lease so long as the Lessee is not in default.
27. FLOOR LOADING
--------------
Lessee, shall not bring upon the Leased Premises or any part thereof any
machinery, equipment, article or thing that by reason of its weight or size
might damage the Leased Premises and will not at any time overload the
floors of the Leased Premises and if any damage is caused to the Leased
Premises by any machinery, equipment, article or thing or by overloading or
by, any act, neglect or misuse on the part of Lessee or any of its
invitees, agents or employees or any person having business with Lessee,
Lessee will forthwith pay to Lessor the cost of making good the same.
28. CONDITION OF LEASED PREMISES
----------------------------
The Lessee acknowledges having examined the Leased Premises and accepts
same in their present state, without any expressed or implied
representation or warranties from the Lessor and without any warranties
against apparent defects.
29. OCCUPANCY
---------
The Lessor covenants to complete the work set out in Section 51 hereof (the
"Lessor's Work") no later than August 1, 1995 (the "Commencement Date") in
order that the Lessee may take occupancy of the Leased Premises no later
than that date. If the Lessor's Work is not completed by August 1, 1995,
all rent and additional rent payable hereunder shall xxxxx until it is
substantially completed such that the Leased Premises are fit for occupancy
by the Lessee.
Should the Lessee take occupancy of the Leased Premises prior to the
Commencement Date, the Lessee shall from the date of such possession be
bound by all the provisions of this Lease (save for the payment of the net
annual Rent), and without limiting the generality of the foregoing the
Lessee shall be liable for all damages caused by its actions or omissions
or those of its contractors, sub-contractors, agents, servants and
employees. The Lessee acknowledges that should there be work to be effected
by the Lessor prior to the Commencement Date, it shall be carried on during
the Lessee's occupancy and therefore, the Lessee will not hold the Lessor
responsible for any delays, damage, theft, fire or any other unforseen
event that may occur (except to the extent caused by the negligence or
those for whom it is responsible at law).
30. PERMITS, ETC
-------------
The Lessee shall obtain all necessary permits and licences required for the
occupancy and carrying on of its business. Should the Lessee fail to obtain
any required permit and/or licence, it shall remain bound to perform its
obligations under the present Lease. The Lessor represents and warrants
that the use as office, warehouse and distribution is permitted by zoning
currently applicable to the Leased Premises.
31. RULES AND REGULATIONS
---------------------
The Lessor shall have the right to make reasonable rules and regulations as
in its discretion may from time to time be needful for the safety, care,
cleanliness and proper administration of the Building including the Leased
Premises, and for the preservation of good order therein, and the same
shall be observed and performed by the Lessee and by the clerks,
INITIALS
Lessor Lessee
[ ] [ ]
14
servants, employees, agents, invitees and customers, of the Lessee, and all
such rules and regulations now or hereafter to be established by the Lessor
as herein provided shall form part of this Lease as if now set forth at
length herein. All Rules and regulations shall be subject to approval of
Lessor and Lessee, both acting reasonably.
32. ACCESS TO LEASED PREMISES
-------------------------
The Lessor shall have the right of access to the Leased Premises to perform
the work which it is responsible for hereunder, the Lessee renouncing any
claim to any indemnity or diminution of rent, provided the same be carried
out with reasonable diligence and provided the Lessor uses its best efforts
to minimize any interference with the Lessee's activities.
a) The Lessee, its employees, agents and customers will have access to the
Leased Premises at all times;
b) The Lessee, its employees, agents and customers to enter or leave the
Leased Premises, shall use the entrances and exits designated by the
Lessor, acting reasonably, and may also use in common with others, the
parking and shipping areas designated by the Lessor;
c) The Lessor, acting reasonably, reserves the right to change or relocate
the said roadways, parking or shipping areas, at its convenience and in
its sole discretion;
d) The Lessee will not use the said roadways, parking or shipping areas for
any other purpose except for parking in the spaces designated or as
access to the Leased Premises or shipping areas as designated by the
Lessor;
e) The Lessee, its employees, agents and customers may use, in common with
others who will have obtained the permission of the Lessor, all common
corridors, stairways, or vestibules of the Building providing access to
the Leased Premises, as well as common parking and access roads to the
Building;
f) The Lessor will, with reasonable diligence, maintain all such common
access roads, parking areas, shipping areas, corridors, stairways,
vestibules, or other common areas giving access to the Leased Premises
and the Lessee will pay to the Lessor its proportionate share of all
such maintenance costs a s provided for in Article 6 (4) hereof.
33. INCONVENIENCE
-------------
The Lessee will not hold the Lessor in any way responsible for any damages
or annoyance which the Lessee may sustain through the fault of any lessee
or lessees who occupy any leased premises adjacent to, near or above the
Leased Premises, provided that the Lessaor, at all times, enforces against
such lessees all remedies which it may have against them to minimizeany
interference with the Lessee's use of the Leased Premises, and the Lessee
shall not use the Leased Premises for any purpose, notwithstanding anything
stated herein, which may cause noise, disturbance or noxious odour, to the
discomfort of the other Lessees and neighbours, and renounces to any claims
it may have or acquire against the Lessor under Article 1861 of the Civil
Code of the Province of Quebec.
34. EXPROPRIATION
-------------
In the event that all or part of the Leased Premises are expropriated,
which would prevent the use or occupation of the inside floor space of the
building (which forms the major part
INITIALS
Lessor Lessee
[ ] [ ]
15
of the Leased Premises), in whole or in part, then either party shall be
entitled to terminate this Lease by written notice to the other, effective
upon the date such expropriation is effective, provided that this right of
termination shall be without prejudice to any rights of the parties
against, or to be compensated by, the expropriating authority.
35. DELETED.
36. COSTS & REGISTRATION
--------------------
The Lessee shall not register this Lease othe rwise than by memorial and
then only after receiving the prior written consent of the Lessor to such
memorial (which consent shall not be unreasonably withheld or delayed).
Such memorial may only mention the land description, area of the Leased
Premises and the Term of the Lease (plus renewal rights) but there shall be
no reference to Rent or other financial matters. Upon the termination of
this Lease, the Lessee shall radiate, at its expense, the registration of
such memorial, the Lessee hereby expressly and irrevocably appointing the
Lessor as attorney for the Lessee with full power and authority to radiate
such memorial and to execute and deliver in the name of the Lessee any
instruments or certificates required for such purpose. The Lessee hereby
undertakes to forthwith sign and deliver to the Lessor any further power of
attorney or document which the Lessor may request to confirm the foregoing.
37. SECURITY DEPOSIT
----------------
Any prepaid rent or security deposit or other security given to the Lessor
shall be security for the performance of all of the obligations of the
Lessee under this Lease or any renewal or extension thereof.
In the event of the termination or cancellation of this Lease or of any
extension or renewal thereof prior to the contractual termination date by
the fault of the Lessee, then any prepaid rent or sums remitted to the
Lessor as security shall vest with the Lessor without prejudice to the
Lessor's claim for accelerated rent or damages or other sums due.
The Lessee shall remit to the Lessor the sum of Six Thousand Five Hundred
Dollars ($6,500.00), plus GST & QST, which shall be applied on account of
the first rental following the free rental period and the amount of Seven
Thousand Five Hundred Dollars, plus GST & QST, which shall be applied on
account of the last month's rental of the term.
38. COLLECTION
----------
DELETED.
39. CONSTITUTE OR TENURE SYSTEM ACT
-------------------------------
The Lessee hereby renounces any rights which it may have or acquire under
the Constitute or Tenure System Xxx 0000 R.S.Q., Chapter 322, to purchase
or acquire the land hereby leased or the land on which the Premises hereby
leased are situated.
40. WAIVER
------
The failure of Lessor to insist upon a strict performance of any of the
agreements, terms, covenants and conditions hereof shall not be deemed a
waiver of any rights or remedies that Lessor may have and shall not be
deemed a waiver of any subsequent breach or default in any such agreements,
terms, covenants and conditions.
INITIALS
Lessor Lessee
[ ] [ ]
16
41. COMPLETE AGREEMENT
------------------
The Lessee declares that the Lessor has made no undertakings which are not
included in this lease, and the Lessee acknowledges that this lease
constitutes the entire agreement between the Lessee and Lessor, and that
this lease cannot be amended save by the subsequent written agreement duly
signed by the Lessor, the Lessee, and the Guarantor, if any, and no
representations, save for any stipulated in this lease, will be considered
binding upon the Lessor or any of its employees or agents, save for such
representations as may be stipulated in this lease.
42. RENUNCIATION OF RIGHTS TO COMPENSATION
--------------------------------------
The Lessee renounces to any right it may have to impute any claim and
compensation, present or future, against any rent or other sums due or to
become due to the Lessor under this Lease. The Lessee undertakes to pay the
rent and other sums due without taking into account any claims or
compensation rights which it may have or which any third party may wish to
exercise in its name or on its behalf.
43. ENVIRONMENTAL CLAUSE
--------------------
The Lessee undertakes and agrees that during the Term of this Lease or any
extension or renewal thereof, or during its occupancy of the Leased
Premises, no Pollutants shall be permitted on the Leased Premises or on or
in its appurtenant land, or released into the environment, either emanating
from the Leased Premises or in any way directly or indirectly resulting
from the use of the Leased Premises, or by the fault of the Lessee, its
subtenants, assignees, or any of their employees, agents, contractors,
suppliers, or others for whom they may in law be responsible. Without
limiting the generality thereof, the term "Pollutants" shall include:
1. Any substance that is hazardous to any person or property, including but
not limited to radioactive materials, explosives, any solid, liquid, gas or
odour or combination of any of them that, if released or emitted into the
environment would create or contribute to the creation of a condition that:
a) endangers or is detrimental to the health, safety or welfare of any
person, or to the health of animal life or plant life;
b) interferes with normal enjoyment of life or property
c) causes damage to property;
2. Substances that are, or from time to time declared to be hazardous or toxic
under any law or regulation;
3. Any substance, the use or transportation of which or the. release of which
into the environment is prohibited, regulated, controlled or licensed under
environmental legislation;
4. Anything contaminated by any other Pollutant.
The Lessee shall not bring into or near the Leased Premises nor use any
underground storage tanks; nor any transformers, capacitators, switches, or
other equipment, that contain PCBs.
The Lessee shall comply with all Federal, Provincial, or Municipal
statutes, laws, rules, regulations, or, judicial or administrative orders,
rulings, or decisions relating to the environment applicable to the Leased
Premises or its appurtenant land or any part thereof or to any activity
which shall take place thereon, provided that the Lessee shall have no
responsibility for any instance of non-compliance or contamination or for
any other mtter which:
(a) predates or results from events which predate its occupancy of the
Leased Premises or
INITIALS
Lessor Lessee
[ ] [ ]
17
(b) does not result from an act or omission of the Lessee or those for whom
it is responsible at law.
The Lessee agrees to indemnify and hold Lessor harmless from and against
any and all claims, losses, costs, damages, liabilities, civil fines and
penalties, criminal fines and penalties, expenses (including attorney
fees), cleanup costs or other injury resulting from or arising out of the
Lessee's (including employees, contractors and agents) failure to comply
with the foregoing. The foregoing indemnity shall survive the termination
of the Lease and any subsequent renewals and shall continue until the
applicable statute of limitation runs out.
The Lessor may at any time and from time to time (during business hours and
upon reasonable prior notice to the Lessee) inspect the Leased. Premises
for the purpose of identifying the existence, nature and extent of any
Pollutant on the Leased Premises and the Lessee's use, storage and disposal
of any Pollutant and the Lessee agrees to cooperate with the Lessor in its
performance of such inspection.
If any authority pursuant to any Environmental Laws or any other provisions
shall require the cleanup of any Pollutant held, released, spilled,
abandoned or placed upon the Leased Premises or released into the
environment by the Lessee in the course of the Lessee's business or as a
result of the Lessee's use or occupancy of the Leased Premises, then the
Lessee shall at its own expense, prepare all necessary studies, plans, and
proposals and submit the same for approval, provide all bonds and other
security required by the authority and carry out and complete the work
required, provide to the Lessor full information with respect to proposed
plans and the status from time to time of its cleanup work and comply with
the Lessor's reasonable requirements with respect to such plans:
If the Lessee creates or brings to the Leased Premises any Pollutant or if
the conduct of the Lessee's business shall cause there to be any Pollutant
at the Leased Premises, then notwithstanding any provision in this Lease or
rule of law to the contrary, such Pollutant shall be and remain the sole
and exclusive property of the Lessee and shall not become the property of
the Lessor notwithstanding the degree or affixation to the Leased Premises
of the Pollutant of the goods containing the Pollutant, and notwithstanding
the expiry or early termination of the Lease;
Upon the expiration or early termination of the Term, the Lessee at its
sole expense shall remove and dispose of all Pollutant and all storage
tanks and other containers therefor in accordance with all Environmental
Laws to the extent that such removal and disposal involves any excavation
work at the Leased Premises, the lessee shall restore the Leased Premises
to the same grade level as immediately prior to excavation, using only
clean uncontaminated soil or other material satisfactory to the Lessor.
44. NOTICES
-------
Any notice or demand given by Lessor to Lessee shall be deemed to be duly
given when served upon Lessee personally, or when left upon the Leased
Premises, or when sent by telecopier, or when mailed to Lessee at the
address of the Leased Premises.
Lessee elects domicile at the Leased Premises for the purpose of service of
all notices, writ of summons or other legal documents in any suit of law,
action or proceeding which Lessor may take under this Lease.
Any notice or demand given by Lessee to Lessor shall be deemed to be duly
given when served upon Lessor personally or when mailed to Lessor at the
address designated by Lessor for purposes of payment of the rent hereunder.
INITIALS
Lessor Lessee
[ ] [ ]
18
Either party may change its address of service by written notice to the
other party in accordance with the requirements of this section.
45. DESCRIPTIVE HEADINGS
--------------------
The descriptive headings of this Lease are inserted for convenience in
reference only and do not constitute a part of this Lease.
46. INTERPRETATION
--------------
This Lease shall be construed and governed by the laws of the Province of
Quebec. Should any of the provisions of this Lease and/or its conditions be
illegal or not enforceable under the Laws of the Province of Quebec, it or
they shall be considered severable and the Lease and its conditions shall
remain in force and be binding upon the parties as though the said
provision or provisions had never been included.
Words importing the singular number only shall include the plural and
vice-versa and words importing the masculine gender shall include the
feminine gender and words importing persons shall include firms and unless
the contrary intention appears the words "Lessor" and "Lessee" wherever
they appear in this Lease shall mean respectively Lessor, its executors,
administrators, successors and/or assigns", and "Lessee, its executors,
administrators, successors and/or assigns", and if there is more than one
Lessee or Lessor or the Lessee or Lessor is a female person or a
corporation this Lease shall be read with all grammatical changes
appropriate by reason thereof; and all covenants, liabilities and
obligations shall be joint and solidary.
47. LESSOR/LESSEE
-------------
47.1 The term "Lessor" as used in this Lease means only the owner for the time
being of the Building comprising the Leased Premises or the lessee of a
lease of the whole Building, so that in the event of any sale or sales or
transfer or transfers of the Building, or the making of any lease or leases
of the whole Building, or the sale or sales or the transfer or transfers of
the assignment or assignments of any such lease or leases, Lessor shall be
and hereby is relieved of all covenants and obligations of Lessor hereunder
and it shall be deemed and construed without further agreement between the
parties, or. their successors in interest or between the parties and the
transferees or acquiror at any such sale, transfer or assignment, or lessee
on the making of any such lease, that the transferee or acquiror has
assumed and agreed to carry out any and all of the covenants and
obligations of Lessor hereunder to Lessor's exoneration, and Lessee shall
thereafter be bound to such transferee, acquiror or lessee, as the case may
be, as Lessor under this Lease.
47.2 If Lessee shall be a partnership (hereafter referred to as the "Lessee
Partnership"), each person who is presently a member of the Lessee
Partnership, and each person who becomes a member of any successor Lessee
Partnership hereafter, shall be and continue to be liab le for the full and
complete performance of, and shall be and continue to be subject to, the
terms and provisions of this Lease, whether or not he ceases to be a member
of such Lessee Partnership or successor Lessee Partnership.
47.3 It is understood and agreed that nothing contained in this Lease nor in any
acts of the parties hereto shall be deemed to create any relationship
between the parties hereto other than the relationship of Lessor and
Lessee.
48. DELETED.
INITIALS
Lessor Lessee
[ ] [ ]
19
49. LANGUAGE
--------
The parties hereby confirm that they have requested that the present
document be drafted in the English language. Les parties confirment par les
presentes qu'elles ont demands que le present document soit redige dans la
langue anglaise.
50. PRIOR AGREEMENTS
----------------
The present Lease cancels and supersedes any and all prior leases and
agreements, written or otherwise, entered into the Lessor and the Lessee
regarding the premises leased hereunder. This Lease and such rules and
regulations as may be adopted and promulgated by the Lessor from time to
time constitute the entire agreement between the par-ties.
51. SPECIAL CONDITIONS
------------------
1. Lessor's Work
-------------
The Lessor shall, at its sole cost and expenses and according to its
standard building and finishing specifications effect the following work in
the Leased Premises prior to August 1, 1995:
Construct approximately nine thousand square feet (9,000 ft2)of
finished offices built according to the Lessee's floor plan (to be
prepared by the Lessor's space planner at the Lessor's sole cost).
The Lessor shall install the applicable "Base Building" standard
finishes which shall include a drpped T-bar ceiling system, H.V.A.C.
distribution, sprinkler head distribution, office standard 24 ounces
per square yard nylon fiber carpet, fresh paint and fluorescent
lighting.
2. Lessee's Work
-------------
The Lessee shall, at its sole cost and expense and according the Lessor's
standard building and finishing specifications effect the certain
alterations in the Leased Premises necessary to Lessee's mode of business
and install its equipment, provided the Lessee obtains Lessor's prior
approval, which approval shall not be unreasonably withheld or delayed.
3. Option to Renew
---------------
On the condition that the Lessee is not then in default under its present
Lease, the Lessee shall have the right to renew its lease, once only, for a
further period of Five (5) years, commencing August 1, 2001 and terminating
July 31, 2006 under the same terms and conditions, save for the rental
which shall be negotiated at the time between the parties, but it shall be
based on fair market rentals for other premises of comparable location, age
and condition as of that date; provided the Lessor receives written notice
from the Lessee of it intention to renew its Lease, no later, than six (6)
months prior to the expiration of said Lease.
The parties shall have thirty (30) days to agree on said rate, failing
which the matter shall be determined by arbitration.
4. Signage
-------
The Lessee shall have the right to install its corporate signage on the
exterior of the Building and on the Building's front lawn subject to
Lessor's reasonable approval which shall not be delayed unreasonably and
subject to all municipal by-laws relating to signage.
INITIALS
Lessor Lessee
[ ] [ ]
20
5. Parking
-------
The Lessee shall be entitled to twenty-five (25) unreserved unsupervised
parking spots in the common parking area of the building and directly in
the rear of Lessee's Leased Premises.
6. Quiet Enjoyment
---------------
On the condition that the Lessee has fully complied with all of its
obligations under its present Lease, and has not been in default, the
Lessee shall, subject to the terms and conditions of the Lease, be entitled
to quiet enjoyment of the Leased Premises throughout the term and any
renewal(s) thereof without interruption or interference by the Lessor, and
neighbouring Lessees.
IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED THE FOREGOING DEED OF
LEASE ON THE DAY AND YEAR HEREINBEFORE SET FORTH.
MINOCAN (a division of 2841-4837 Quebec
----------------------------------- Inc.
Witness
Per:
----------------------------------- -----------------------------------
Witness Xxxxx Xxxxxxxxxx (Lessor)
----------------------------------- SIDUS SYSTEMS INC.
Witness
Per:/s/ Xxxxx Xxxxxxx
----------------------------------- ----------------------------------
Witness Xxxxx Xxxxxxx
INITIALS
Lessor Lessee
[ ] [ ]
21
RESOLUTION OF THE BOARD OF DIRECTORS
------------------------------------
CORPORATION NAME: SIDUS SYSTEMS INC.
EFFECTIVE:
----------------------
RESOLVED:
THAT the Corporation be and it is hereby authorized to lease from
Minocan (a division of 0000-0000 Xxxxxx Inc.) the premises described
in the Deed of Lease to be entered into between the Corporation and
Minocan (a division of 0000-0000 Xxxxxx Inc.), a copy thereof attached
hereto;
THAT the said Deed of Lease be and it is hereby approved;
THAT XXXXX XXXXXXX be and he is hereby authorized to sign, for and on
behalf of the Corporation, the said Deed of Lease with such amendments
as he may deem necessary;
THAT XXXXX XXXXXXX be and he is hereby authorized to do all things and
to sign all other documents necessary or useful to give full effect to
this resolution.
CERTIFIED COPY
/s/ Xxxxx Xxxxxxx
------------------------------------------------------
(Authorized officer's signature and please print name)
President
------------------------------------------------------
(Please print title)
-------------------------
Affix-Corporation Seal
SCHEDULE "A"
------------
0000-0000 XXXXXX XXXX, XXXX XX XXXXX-XXXXX, XXXXXX X0X 0X0
Plan showing the Leased Premises
(for identification purposes only - plan not to scale)
[Graphics to come]
INITIALS
Lessor Lessee
[ ] [ ]
