RE: Agreement to Lease Amendment (the “Agreement”) Between Crombie Developments Limited (the “Landlord”) and Flagstone Management Services (Halifax) Limited (the “Tenant”) 7th Floor, Cogswell Tower, 2000 Barrington Street, Halifax, Nova Scotia (“the...
Delivered
by Electronic Mail
October
30, 2007
Xx. Xxxxx
Xxxxx
Principal
Partners
Global Corporate Real Estate Inc.
Suite
225
0000
Xxxxxx Xxxxxx
Halifax,
NS B3J 3N4
Dear
Xxxxx:
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RE:
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Agreement
to Lease Amendment (the
“Agreement”)
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Between
Xxxxxxx Developments Limited (the “Landlord”)
and
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Flagstone
Management Services (Halifax) Limited (the
“Tenant”)
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7th
Floor, Xxxxxxxx Tower, 0000 Xxxxxxxxxx
Xxxxxx,
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Halifax,
Nova Scotia (“the Property”)
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*SEE
RIDER
We are
pleased to propose the following for presentation to your client, Flagstone
Management Services (Halifax) Limited for premises at 7th Floor, Xxxxxxxx Tower,
0000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxx Xxxxxx.
1. PREMISES
The
current premises measured at 10,090 square feet on the 7th floor, shall be
expanded by an additional 4,359 square feet on the 7th floor as shown in green
on Schedule A, hereinafter called the “Expansion Area”, for a total area of
approximately 14,449 rentable square feet, outlined in red.
2. TERM
Six (6)
years and five (5) months, commencing March 1, 2008 (the “Commencement Date”)
and expiring July 31, 2014.
3. MINIMUM
RENT
On 14,449
square feet - Effective March 1, 2008 through July 31, 2014, the Minimum Rent
shall be as follows:
Twelve
Dollars and Thirty-Five cents per square foot ($12.35) per annum, plus
HST.
4. FIXTURING
PERIOD
On the
Expansion Area only, the Landlord and the Tenant hereby covenant and agree that
the Tenant shall have a Fixturing Period commencing on or before February 1,
2008 and expiring on February 29, 2008. It is agreed and understood
that the Tenant shall be provided vacant possession of portions of the Expansion
Area as they are vacated by the existing Tenants. During this period,
the Tenant shall not be responsible for the payment of Minimum and Additional
Rents. The Tenant shall however be responsible for the payment of
utilities consumed on the Premises during this Fixturing Period and business
taxes.
During
the Fixturing Period, the Tenant shall do all the Tenant’s Work within the
confines of the Demised Premises, shall comply with all rules and regulations
set by the Landlord for the conduct of such work, and shall be subject to all
the terms and conditions of the Lease, including the provisions relating to the
liability of the Tenant for its acts or omissions or the acts or omissions of
its servants, agents or employees, and shall indemnify and save harmless the
Landlord with respect thereto.
5. LANDLORD’S
WORK
On or
before March 1, 2008, the Landlord, at its own expense, will perform all work in
accordance with Schedule “B” (“Landlord’s Work”) attached hereto (“Landlord’s
Work”). The Landlord shall carry on the Landlord’s Work in a timely
and workmanlike manner compliance with all applicable by-laws and
regulations.
6. LEASEHOLD
ALLOWANCE
The
Landlord agrees to pay to the Tenant, a maximum amount equal to ($56,538.50)
Fifty six thousand five hundred and thirty eight dollars and fifty cents
(excluding GST or any other tax imposed including but not limited to any
Harmonized Sales Tax levied under the Excise Tax Act of Canada). Said
amount to be used by the Tenant to pay for the construction of the leasehold
improvements of the Premises, in accordance with Schedule “B” herein, which when
installed in the Premises become the property of the Landlord and the Tenant
will not use said Leaseholds to secure financing for the Tenant. The
Landlord has the right to Offset the Leasehold Allowance against arrears on the
Tenant’s account. Said amount shall be due and payable by the
Landlord to the Tenant during the original Term of the Lease. The
following must be completed prior to payment being processed:
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(i)
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the
Tenant has sent the Landlord receipted invoices for work done to the
Premises;
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(ii)
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the
Mechanic’s Lien period has ended;
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(iii)
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the
Tenant has sent an invoice to the Landlord for the Allowance amount and
GST or any other tax Imposed including but not limited to any Harmonized
Sales Tax levied under the Excise Tax Act of
Canada;
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(iv)
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the
Tenant’s Tax Registration number under the Excise Tax Act of Canada is on
the invoice;
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(v)
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a
Statutory Declaration is completed by the Tenant to confirm that the
Tenant’s contractors have been paid;
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(vi)
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the
Lease Amending Agreement is fully executed by both
parties;
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(vii)
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the
Tenant is not in default under the Lease;
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(viii)
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the
Tenant is open for business to the public from the Expansion
Area;
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(ix)
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the
Tenant’s account is paid
up-to-date.
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7. OPTION TO RENEW
The
Landlord shall grant to the Tenant a renewal of Lease for one (1) term of five
(5) years provided all the following conditions are satisfied:
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(i)
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the
Tenant’s account is not in arrears;
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(ii)
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the
Tenant duly and regularly performs each and every of the covenants,
provisos and agreements herein contained on the part of the Tenant to be
paid, done and performed;
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(iii)
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written
request of the Tenant to renew the Lease is received by the Landlord not
less than nine (9) months before the expiration of the Term (the “Expiry
Date”);
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(iv)
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covenants,
provisos, agreements and rents are determined by negotiation, prior to the
Expiry Date, based on fair market taking into consideration premises in
equal quality buildings within the Halifax Central Business District of
similar age and location;
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(v)
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documentation,
provided by the Landlord to renew the Lease, is fully executed by the
Tenant prior to the Expiry Date.
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(vi)
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Landlord
shall provide Tenant a fair market rent proposal on or before twelve (12)
months prior to the expiry of the original
Term.
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If for any reason all the above noted
conditions are not satisfied at the Expiry Date, this Renewal Option shall be
deemed null and void. Any broker services retained by the Tenant for
the purpose of renewing this Lease shall be paid by the Tenant to the complete
exoneration of the Landlord.
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8. VACATING THE
PREMISES
Notwithstanding
anything in the Lease to the contrary, the Tenant shall not be in default for
vacating the Premises prior to the expiration date of the term so long as the
Tenant continues to pay its Minimum Rent and Additional Rent as per the Lease
and is not in default on the other provisions of the Lease, and written notice
is provided to the Landlord at least thirty (30) days in advance of vacating the
Premises. Should the Tenant provide proper notice, has vacated and is
not in default of the Lease Agreement, the Landlord will have the option to
terminate the Lease, upon providing thirty (30) days notice. At any
time prior to Landlord’s notice of such termination, Tenant shall be entitled to
resume its occupation of the Premises, upon providing ten (10) days
notice.
9. RESTORATION/MAKE
GOOD
Notwithstanding
anything in the Lease to the contrary, it is agreed that the Tenant shall not
have the obligation to remove existing leasehold improvements or to restore the
Premises to base building or original condition at the termination of the Lease
and the Landlord agrees to accept the Premises in the condition and
configuration in which they are structured at that time normal reasonable wear
and tear considered. Tenant covenants to maintain the premises in a
first-class condition. However, the Tenant will have the right to
remove Xxxxxx’s fixtures, telephone switches, security systems, furniture and
equipment so long as any damage caused as a result of such removals is repaired
as required.
10. RIGHT OF FIRST
OFFER
Deleted
in its entirety.
11. RELOCATION
The
Landlord and the Tenant hereby covenant and agree that the Landlord, acting
reasonably, shall have the option at any time during the Term of the Lease, and
upon ninety (90) days prior written notice to the Tenant, to relocate the Tenant
to Alternate Premises of similar size and condition as the existing Premises
(the “Alternate Premises”). All Leasehold Improvements and reasonable
moving costs required to bring Alternate Premises to a similar condition as the
existing Premises shall be done at the sole cost and expense of the
Landlord. The Landlord covenants to arrange the relocation of the
Tenant’s property and equipment at a time and in such a manner as not to
substantially interfere with the Tenant’s business operations. If the
Alternate Premises are larger in area, the Tenant shall pay rent based on the
square footage of the Premises as outlined herein. In the event that the
Landlord and the Tenant cannot agree on the size, location or condition of
Alternate Premises, then the Landlord and/or the Tenant shall have the right,
sixty (60) days prior to the date upon which the relocation was to take place,
to advise the other party of its intention to terminate this Lease on the date
originally intended for the relocation.
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12. CONSULTANT’S
FEE
The
Landlord hereby agrees to pay Partners Global Corporate Real Estate Inc., in
consideration for the procuring of this Agreement, a Consultant’s Fee comprising
sum of ONE DOLLAR AND SIXTY CENTS ($1.60) per square foot of rentable leased by
the Tenant (14,449 rentable square feet). The commission shall be
calculated on the gross rentable area of the Premises. Upon the date
the Tenant and Landlord have executed a binding Lease Amending agreement, said
commission plus applicable tax on such commission is then due and
payable.
13. PARKING
In
addition to the Tenant’s existing parking rights, throughout the Term of the
Lease and any exercised lease renewal periods, the Landlord shall provide the
Tenant with up to ten (10) additional on-site parking stalls at the then
current monthly rate, subject to annual adjustment, which is currently $130.00
per stall per month, plus H.S.T. All parking shall be assignable to
any approved assignee or subtenant.
14. LANDLORD’S
CONDITION
The
obligation of the Landlord to be bound by the terms of this Agreement is subject
to the following condition precedent:
(a) the
Landlord’s negotiation of a Surrender of Lease for the Expansion Area currently
occupied by Xxxxxxxxx Financial and Atlantic Catch Data; and the Relocation of
Atlantic School of Chartered Accountants, to be confirmed on or before November
16 2007. Landlord’s costs relating to this item 14 (a) shall not exceed $20,000,
plus HST. All additional costs above this amount shall be at the
Tenant’s sole cost and responsibility.
The above
condition is for the sole benefit of the Landlord. If the Landlord
fails to notify the Tenant by 5:00 p.m. on the date specified above for
satisfaction of a condition precedent that such condition precedent has been
satisfied or waived, then this Agreement to Lease shall be deemed null and void
and neither party will have any further legal or financial obligation to the
other.
15. FURTHER
DOCUMENTATION
Upon
unconditional acceptance of this proposal by the Tenant, the Landlord agrees to
provide the Tenant with the Building’s standard form of Lease Amending
agreement, which shall have been completed in accordance with the terms and
conditions contained in this Proposal.
This
proposal is open for consideration until November 15, 2007.
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ACCEPTANCE
We hereby
agree that the above correctly sets forth the terms of our agreement and
undertake to carry out the provisions thereof.
Dated at
Halifax, NS this 8th day of November, 2007.
| FLAGSTONE MANAGEMENT SERVICES (HALIFAX) LIMITED | |||
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/s/
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Per: |
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Witness
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| Title |
Corporate Secretary
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| Having authority to bind the Corporation | |||
We hereby
agree that the above correctly sets forth the terms of our agreement and
undertake to carry out the provisions thereof.
Dated at
Stellarton, N.S. this 15th day of November, 2007.
| XXXXXXX DEVELOPMENTS LIMITED | |||
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/s/
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Per:
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Witness
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| Title |
Vice President,
Leasing
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| Having authority to bind the Corporation | |||
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Per:
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| Title |
Vice President
Operations
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| Having authority to bind the Corporation | |||
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SCHEDULE
“A”
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SCHEDULE
“B”
The
Landlord, at Xxxxxxxx’s sole cost and expense, to provide finishes to the
Landlord’s Base Building standards and deliver the following on the Expansion
Premises only:
1. Demolition:
“As-is,
Where is”
2. Concrete:
“As-is,
Where is”
3. Doors
and Windows:
Exit
doors as required by code from the demised space.
Windows
are to be double glazed and equipped with roller shade blinds.
Provide
suite signage in accordance with the building standard.
4. Ceiling:
Suspended
acoustic tile ceiling to be building standard fissured tile.
5. Mechanical:
Plumbing: “As-is,
Where-is”
HVAC:
Provide
interior zoned air conditioning, heating and ventilation systems
thermostatically controlled.
Provide
ductwork distribution as per Base Building & standard light troffers as
required to meet ASHRAE standards. Present system is two (2) interior
zones per floor plus perimeter zoning to suit needs.
Provide
fresh air levels to meet ASHREA 62 (Latest edition standard) subject to the
Landlord approving the Tenant’s detailed drawings.
Fire
Protection:
Deleted
in its entirety.
6. Electrical:
The floor
is sized at 400 amp/120/208/floor. In general the floor shall be
120/208 volt 3 phase 4 wire.
120/208
volt, 3 phase, 4 wire distribution panels shall be provided for supply of
120/208 volt circuit for mechanical equipment, heating and
lighting.
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Initials
Landlord ____
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Tenant
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Tenant
currently has 2 panels in their space not including the emergency distribution
in their computer room. Mechanical equipment power is generally 600
volt feed from “E” level or the penthouse.
7. Lighting:
Lighting
at desk top level (30” above finished floor) in office areas and at floor levels
in all other areas shall be within the following levels of
illumination:
1. Office
Area Average 25 – 30 fc interior areas. Average 40 – 50 fc in areas
closer to windows. 70-80 fc at work station closest to windows, new
section south of computer room approximately 40-50 ft.
2. Entrance,
storage rooms - Ground level entrance 50 fc. “S” level storage common
area 25-30- fc
3. Hallways,
corridors, washrooms, etc. - recent renovated lobby / hallway 10-15 fc. Readings
from the 6th floor.
4. Parking
Entrances - Average 10fc.
5. Parking
traffic lanes, parking spaces - Average 10fc - 15fc
Light
fixtures are 1x5 recessed fluorescent troffers.
8. Lobby:
During
the calendar year of 2008, the Landlord shall upgrade the existing Lobby on the
7th floor to include new carpeting, lighting and paint/wallpaper based on
standards to be mutually agreed.
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Initials
Landlord ____
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Tenant
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9
RIDER
Flagstone -
Xxxxxxx
Letter dated
October 30, 2007
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RE:
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Lease
agreement dated July 26, 2005 between Xxxxxxx Developments Limited, as
Landlord, and West End Capital Services (Halifax) Limited, as Tenant (the
“Original Lease”), whereby the Tenant changed its name to Flagstone
Management Services (Halifax) Limited, which Original Lease was amended by
Amending Agreements dated August 16, 2005, March 20, 2006, May 1, 2006,
October 18, 2006, November 20, 2006, January 24, 2007, May 18, 2007
and May 19, 2007 (the “Amendments”), and collectively the Original
Lease and Amendments are herein referred to as the
“Lease”.
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