EXHIBIT 10.15
0000 000XX XXXXXX
SURREY,B.C.
OFFER TO SUB-LEASE
BETWEEN
HGP GLASS INDUSTRIES OF CANADA INC.
(SUB-LANDLORD)
AND
ABLE XXXXXXXX.XXX INC.
(SUB-TENANT)
Colliers Xxxxxxxx Xxxxxxx Inc.
Leasing Division
("Agent")
OFFER TO SUB-LEASE
0000 000XX XXXXXX
SURREY,B.C.
(THE "BUILDING")
TO: HGP GLASS INDUSTRIES OF CANADA INC. ("Sub-Landlord")
#850-00000 Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
WE: ABLE XXXXXXXX.XXX INC. ("Sub-Tenant")
1963 Lougheed Highway
Coquitlam, B.C.
V3K 3T8
hereby offer to lease from the Landlord, upon the following terms and
conditions, approximately 22,035 square feet of office and warehouse space in
the Building located at 0000 000xx Xxxxxx, Xxxxxx, X.X.
1. TERM
The Term of the Sub-Lease shall be twenty-six (26) months commencing on the
1st day of December, 1999 (the "Commencement Date") and expiring on the
31st day of January, 2002.
2. GROSS RENT
The Gross Rent, plus applicable Goods and Services Tax, shall be payable in
advance on the first day of each and every month during the Term in
accordance with the following schedule. Gross Rent shall include all
property taxes for the Premises but will not include utilities associated
with the Sub-Tenant's operations.
Lease Term Per Square Foot
(months) Per Annum Per Annum Per Month
-------- --------- --------- ---------
1 - 26 $5.72 $126,000 $10,500.00
3. PROPERTY TAXES
[The Tenant shall be responsible for paying all property taxes associated
with the Premises and Goods and Services Tax on a monthly basis, in advance
on the first day of each month in addition to the Basic Rent.
-- PRECEDING TEXT IS IN STRIKE-OUT FORMAT IN THE ORIGINAL]
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[The Tenant's share of the above-noted expenses are estimated to be $1.20
per sq. ft. or $2,200.00 per month.
PRECEDING TEXT IS IN STRIKE-OUT FORMAT IN THE ORIGINAL]
4. DEPOSIT
A cheque for $22,470.00 (the "Deposit") payable to the Sub-Landlord's
agent, Colliers Xxxxxxxx Xxxxxxx Inc., in trust, is tendered herewith as
the Deposit and to be credited in payment firstly towards the last month's
rent and thereafter towards the first rent due, plus any applicable Goods
and Services Tax, and to be returned to the Sub-Tenant if this Offer is not
accepted. In the event the Sub-Tenant defaults under the terms hereof, the
Sub-Landlord may terminate this agreement and retain the Deposit on account
of damages and not as a penalty, without prejudice to any other remedy.
5. LEASE
The Sub-Tenant covenants to abide by all the terms of the Sub-Landlord's
Lease (the "Lease") with the exception of the terms set out in this Offer
which differ from the terms of the Lease. The Sub-Landlord shall provide
the Sub-Tenant with a copy of the Lease within three (3) days after the
acceptance of this Offer to Sub-Lease.
The Sub-Tenant shall enter into a Sub-Lease Agreement incorporating the
terms of this Offer and the Lease amended where applicable, if requested by
the Sub-Landlord who shall prepare the Sub-Lease Agreement at its cost
within ten (10) days after the removal of the Sub-Tenant's and
Sub-Landlord's conditions precedent otherwise this Offer together with the
Lease shall constitute the Sub-Lease Agreement.
6. USE
The Sub-Lease Premises shall be used only for the purposes of auction
distribution, wholesale and warehousing of office furniture, various
consumer products, industrial/commercial vehicles and equipment.
7. SOLE AGREEMENT
There are no agreements, covenants, representations, warranties or
conditions in any way relating to the subject matter of this agreement
expressed or implied, collateral or otherwise, except as expressly set
forth herein.
8. TIME OF THE ESSENCE
Time is of the essence of this agreement with respect to the covenants
contained herein.
9. DEFINITIONS
Words defined in the Lease and used herein shall have the same meaning
ascribed to them by the Lease.
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10. CONSENT OF LANDLORD
This Offer is subject to the consent of the Landlord in accordance with the
terms of the Lease.
11. OFFER PROVISIONS
All terms of this Offer shall survive the completion of this transaction
and shall not merge. In the event of any conflict between the terms of this
Offer and the terms of the Lease, the terms of this Offer shall prevail.
12. EARLY OCCUPATION BY SUB-TENANT
During any period prior to the commencement of the Term (including the
period from the date upon which the Leased Premises are ready for the
construction of the Tenant Improvements until the commencement of the Term)
in which the Tenant is permitted to have occupancy of the Leased Premises,
whether exclusively or in common with the Landlord, its contractors,
sub-contractors, or employees, the Tenant shall be bound by all the
provisions of the Lease saving those requiring the payment of Basic Rent or
the Tenant's Proportionate Share of Operating Costs and Property Taxes.
13. SUB-LANDLORD IMPROVEMENTS
The Sub-Landlord will at its cost will ensure all fixturing, lighting and
HVAC are in good working order.
14. SUB-TENANT IMPROVEMENTS
The Leased Premises are leased "as is" and any alterations shall be subject
to the Tenant obtaining the approval of the local Municipal authority, the
Landlord and the Landlord's mechanical, electrical, structural consultants
and architects, at the Tenant's cost.
15. SUB-LANDLORD TO DETERMINE FINANCIAL STRENGTH OF TENANT
Acceptance of this Offer by the Landlord is conditional upon the Tenant
providing the Landlord with information regarding the financial status of
the Tenant as the Landlord may reasonably require for the purposes of
determining the financial strength of the Tenant. Within three (3) days of
the date of execution of this Offer by the Landlord, the Landlord shall
notify the Tenant of what information it requires and the Tenant shall then
have seven (7) days to supply the said information to the Landlord. The
Landlord shall have seven (7) days from the date of receipt of the
aforesaid information to determine whether or not the Tenant is of
sufficient financial strength. The condition referred to in this paragraph
shall have been satisfied when the Landlord has so notified the Tenant in
writing within the time limited above. If no such notification in writing
is given or the Landlord advises the Tenant that it is not satisfied with
the Tenant's financial strength this Offer shall become null and void and
the Deposit returned in full.
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16. CONDITIONS PRECEDENT
This Offer and Acceptance is subject to the following Conditions Precedent
being waived at the sole discretion of the Sub-Tenant.
A. The Sub-Tenants review and approval of the Sub-Landlord's Lease of the
Premises within ten (10) business days after the acceptance of this
Offer to Lease.
B. The Sub-Tenant's Board of Directors' approval of the Premises within
ten (10) business days after the acceptance of this Offer to Lease.
C. The Sub-Tenant receiving a Business License from the City of Surrey
within fifteen (15) business days after the acceptance of this Offer
to Lease.
D. The Sub-Tenant entering into a new lease with the Landlord commencing
after the expiration of the Sub-Lease Term to its sole satisfaction
within fifteen (15) business days after the acceptance of this Offer
to Lease.
If the Sub-Tenant fails to notify the Sub-Landlord in writing that the
Conditions Precedent have been satisfied or waived within the stipulated
time, this Offer shall become null and void and the deposit returned to the
Tenant.
17. CONDITIONS PRECEDENT
This Offer and Acceptance is subject to the following Conditions Precedent
being waived at the sole discretion of the Sub-Landlord.
A. The Sub-Landlord receiving approval of the Sub-Lease from its Board of
Directors.
B. The Sub-Landlord securing a termination of its Sub-Lease with the
Department of Highways in the office area of the Premises.
If the Sub-Landlord fails to notify the Sub-Tenant in writing that the
Conditions Precedent have been satisfied within fifteen (15) business days
after the acceptance of this Offer to Sub-Lease or such other time as may
be agreed, then this Agreement will become null and void and the deposit(s)
and any accrued interest shall be returned to the Tenant forthwith without
deduction and neither party shall have further obligation to the other.
This clause is for the sole benefit of the Sub-Landlord.
18. DISCLOSURE
The Sub-Landlord and the Sub-Tenant acknowledge and agree that:
(i) in accordance with the Code of Ethics of the Canadian Real Estate
Association, Colliers Xxxxxxxx Xxxxxxx Inc. (the "Agent") has
disclosed that it is representing the Sub-Landlord and the
Sub-Tenant in the transaction described in this Agreement;
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(ii) the Agent, in order to accommodate the transaction described in
this Agreement, was and is entitled to pass any relevant
information it receives from either party or from any other
source to either of the parties as the Agent sees fit, without
being in conflict of its duties to either party; and
(iii) the Sub-Landlord shall pay the commission and compensation due to
the Agent pursuant to the transaction described in this
Agreement.
19. ACCEPTANCE
This Offer shall be irrevocable and open for acceptance until 4:00 p.m. on
the ______ day of August, 1999, after which time if not accepted this Offer
shall be null and void and the Deposit shall be returned in full to the
Sub-Tenant. This Offer may be accepted by signing and returning one
duplicate copy or facsimile of this Offer.
DATED this 22 day of August, 1999.
ABLE XXXXXXXX.XXX INC.
SUB-TENANT
Per: /s/ Xxxxxx Xxxx
-------------------------------------
Per: -------------------------------------
ACCEPTANCE
The Sub-Landlord hereby accepts the above Offer this ____ day of August, 1999.
HGP GLASS INDUSTRIES OF CANADA INC.
SUB-LANDLORD
Per: /s/ illegible
-------------------------------------
Per: -------------------------------------
LANDLORD'S CONSENT
The Landlord hereby consents to the attached Offer this 22nd day of September,
1999.
SHAUNAVON HOLDINGS LTD.
LANDLORD
Per: /s/ X.X. Xxxxx
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Per: -------------------------------------
