EXHIBIT 10.7
THIS INDENTURE made the 5th day of March 1999.
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT.
BETWEEN: X. Xxxxxx Investments Limited
Zureit Holdings Limited
Blackhill Developments Limited
___________________________________________________
(hereinafter called the Landlord)
OF THE FIRST PART:
and: Ironside Technologies Inc.
____________________________________________________
(hereinafter called the Tenant)
OF THE SECOND PART:
1. WITNESSETH that in consideration of the rents, covenants and agreement
hereinafter reserved and contained on the part of Tenant to be respectively
paid, observed and performed, the Landlord hereby leases unto the Tenant
the premises in the Landlord's building in the Town of Markham municipally
known as 500 Hood Road (the"building"), being that part of the 1st floor
thereof shown outlined red on the attached plan of that floor (hereinafter
sometimes referred to as "the leased premises"), which leased premises have
a rentable area of 1,286 square feet as defined in Schedule "B", subject to
adjustment in accordance with certification by the Landlord's architect.
Said building and lands appurtenant thereto are described in Schedule "A"
hereto annexed. The premises are to be used for the purposes of a general
office or computer training and development in accordance with all relevant
by-laws.
2. TO HAVE AND TO HOLD the leased premises subject as hereinafter provided for
the term of two(2) years and ten(10) months commencing on the 1st day of
March 1999 and ending on the 31st day of December 2001 .
3. YIELDING AND PAYING THEREFORE yearly and every year during the term unto
the Landlord as basic net rent the sum of Nine Thousand Nine Hundred and
Sixty-Six Dollars and Fifty Cents ($9,966.50) of lawful money of Canada
payable by equal monthly instalments in advance of Eight Hundred and Thirty
Dollars and Fifty-Four Cents ($830.54) on the first day of each month
during the term; if the term of this lease commences on any day other than
the first or ends on any day other than the last day of a month, rent for
the portion of the month at the commencement and end of the term shall be
adjusted pro rata, including rent payable under the provisions of paragraph
23 hereof if applicable.
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Landlord's 4. The Landlord covenants with the Tenant;
Covenants:
---------- (a) for quiet enjoyment;
Taxes: (b) to pay as and when they fall due, all realty taxes and
------ local improvement rates, Municipal, Provincial,
Parliamentary or otherwise levied against the lands and
premises described in Schedule "A" except such or such part
thereof as the Tenant has herein covenanted to pay;
Maintaining and
Operating: (c) to operate, repair, rebuild and replace and maintain
--------- the building including the structure elements and the roof,
which shall include, without limitation, all common areas
and all plumbing, electrical, heating, air-conditioning and
other facilities and systems servicing the building, parking
areas, sidewalks,(including the lighting thereof) and the
landscaped grounds appurtenant thereto at the expense of the
Landlord, as would a careful and prudent owner of a
comparable building, so that the leased premises shall be
suitable for the purposes for which they are hereby leased,
and so that the building shall remain at all times in its
current condition, but not including any matters which under
the provisions of this Lease are the obligation of the
Tenant;
Heating & Air-
Conditioning: (d) to heat and air-condition during normal business hours
------------- the leased premises and the common areas of the building
leading to or servicing the leased premises, to a reasonable
temperature for the reasonable use thereof by the Tenant
except during breakdowns in equipment and during the making
of repairs and except at such times as the power or fuel for
the heating or air-conditioning systems is not supplied to
the Landlord but if the Landlord should default in so doing,
through no fault or negligence of the Landlord, it shall not
be liable for direct, indirect or initial damages or for
damages for personal discomfort or illness.
Cleaning: (e) to provide janitor service for the leased premises in
-------- accordance with Schedule "C" attached hereto, but, in the
absence of the Landlord's negligence, the Landlord shall not
be responsible for any act of omission or commission on the
part of the person or persons employed to perform such work;
such work other than window cleaning shall be done after
normal business hours on weekdays and need not be done on
Sundays,Saturdays or holidays, and nightly service as set
out in the schedule need be performed once only during any
night;
Elevators: (f) to provide, except during breakdown in equipment and
--------- except during the making of repairs, automatic elevator
service in the building (with at least one elevator in
operation between the hours from 6:00pm to 8:00am on
weekdays and during Saturdays, Sundays and holidays). In
the absence of the Landlord's negligence, the Landlord shall
not be responsible for any injury or death to any person nor
for damage to any property resulting from the use of or
occasioned by such elevators; all deliveries to the leased
premises shall reasonably be made at the times and by the
elevator designated by the Landlord.
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Lighting: (g) to properly light the building, including without limitation
-------- the public and common areas of the building except at such times
as electric current may not be supplied to the Landlord through
no fault or negligence of the Landlord and except during
breakdowns in equipment and during the making of repairs;
Electric Bulbs:(h) to supply adequate electric light fixtures in the building
-------------- and to maintain, repair and replace such fixtures and parts
thereof at its own cost and to supply new electric bulbs and
fluorescent tubes and starters and ballasts to the leased
premises at the time of the Tenant's first occupancy of the
leased premises and thereafter at the request and at the cost of
the Tenant to replace the bulbs, tubes, starters and ballasts
contained in the leased premises when required, except that the
Landlord shall provide bulbs, tubes, starters and ballasts for
the common areas of the building; (The Tenant hereby acknowledges
that the electric light fixtures now in the building are
adequate.);
Water: (i) to supply cold water and hot water heated to a reasonable
----- temperature to the appropriate outlets and fixtures in the leased
premises and to the washrooms on the floor or floors of the
building on which the leased premises are situate through the
existing pipes; except during breakdowns in equipment and during
the making of repairs and except at such times as the supply of
water is cut off at the public mains.
Use of
Entrances: (j) to give to the Tenant and the Tenant's employees and all
--------- other persons authorized by the Tenant free use during normal
business hours of the entrances to the building and the
elevators, stairs, corridors, lobbies and other common areas
leading to the leased premises in common with others entitled
thereto, and at other times subject to compliance with Landlord's
reasonable regulations pertaining to security;
Washrooms: (k) to permit the Tenant and the Tenant's employees and those
---------- authorized by the Tenant in common with others entitled thereto
to use, according to their sex, the washrooms on the floor or
floors of the building on which the leased premises are situate;
Ice and Snow: (l) to remove ice and snow from the sidewalks, driveways private
------------ walks and parking lot appurtenant to the building;
Glass: (m) subject to the provisions of paragraph 6(n) hereof to
----- replace with all due diligence broken glass in all doors and
windows of the building with glass of the same kind and quality
as that broken except that the Landlord shall have no obligation
to replace the glass contained in the Tenant's improvements;
Repair: (n) to repair the leased premises, reasonable wear and tear
------ and damage by fire, lightning and tempest and other casualty
caused beyond the control of the Tenant or caused by the
negligence of the Landlord or those for whom the Landlord is in
law responsible, only excepted.
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Tenancy After
Expiration: 5.(a) If the Tenant without any further written agreement shall
---------- continue to occupy the leased premises after the expiration of
the term of this Lease with the consent of the Landlord, the
Tenant shall be a monthly Tenant at a monthly rental equal to the
amount of rent in the notice given by the Landlord and payable by
the Tenant hereunder.
Tenant's Covenants: 6. THE TENANT COVENANTS WITH LANDLORD:
------------------
(a) to pay monthly: basic net rent, and as additional rent,
but subject to paragraph 13.1, hydro supplied to the leased
premises, and one-twelfth(1/12) of the Tenant's
proportionate share of operating costs and realty taxes with
respect to the leased premises as reasonably and properly
estimated by the Landlord. The proportionate share shall be
defined as 2.01% computed by dividing 1,286 s.f. as the
numerator and 64,120 s.f. as the denominator.
To Pay Taxes: (b)(i) to pay all taxes, rates, charges and license fees
------------ properly assessed, levied or imposed in respect of the
personal property business or income of the Tenant and with
respect to the occupation of the leased premises by the
Tenant or anyone claiming under the Tenant as and when the
same become due and payable, and to pay to the Landlord the
amount by which the taxes, local improvements and special
levies levied against the building are increased by reason
of the Tenant's partitions and other improvements, and also,
in case the leased premises are assessed in whole or in part
in support of Separate Schools by reason of the actions of
the Tenant or by reason of the actions of any person
claiming under the Tenant, to pay to the Landlord the amount
by which the taxes levied upon such assessment exceed the
Public School taxes which would otherwise have been payable
even if such taxes become payable after the expiration or
termination of the term of this Lease;
(b)(ii) It is further understood and agreed that personal
property business tax previously based upon a proportion of
the realty tax assessment of the demised premises, shall
continue to be the sole ultimate responsibility of the
Tenant, notwithstanding that the foregoing taxes have been
consolidated.
Accordingly, following the receipt of the annual realty and
business tax assessment, the Landlord may compute the
Tenant's share, representing the business tax proportion and
render an invoice to the Tenant, who shall remit within
ten(10) business days of receipt.
The realty tax portion of the assessment shall, with other
operating costs, continue to form the basis of the Tenant's
proportionate share of common expenses and monthly
instalments paid in connection therewith.
Repair According
To Notice: (c) that the Landlord may upon reasonable notice to the
---------- Tenant, enter and view the state of repair and that the
Tenant will repair according to notice in writing ;
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Leave in
Good Repair: (d) that the Tenant will leave the premises in good repair
------------ including rectification at its expense of any damage caused
to the building as a result of the removal of its trade
fixtures;
Assignment and
Subletting: (e) Request for consent to assign Tenant's interest, or to
---------- change the corporate control of the Tenant, (whether by
transfer, issue, sale, assignment, bequest, or other
disposition of shares, merger or amalgamation, or any other
agreement) to sublease the premises shall be accompanied by
a statement setting forth the name of the prospective
assignee or subtenant; the financial details of the sublease
or assignment, the financial statements of the prospective
assignee or sublessee, (i.e. rental and security deposit);
the term and other relevant information concerning the
proposed assignee or sublessee. Landlord shall have the
right, within ten(10) days after receipt of such written
request from Tenant, to (a) withhold consent to the sublease
or assignment if the withholding or such consent is
reasonable; (b) consent to such sublease or assignment, or
(c) elect to terminate this Lease effective as of the date
of commencement of the sublease term or effective date of
such assignment, in which case Landlord shall have the right
to enter into a direct Lease with such proposed assignee or
sublessee. If Landlord exercises the election to so
terminate the Lease, then the Lease shall be cancelled or
terminated as of the effective date of the proposed
assignment or commencement of the term of the proposed
sublease as set forth in Tenant's notice.
Xxxxxxxx's Consent Required. Tenant shall not voluntarily
---------------------------
or by operation of law assign, transfer, mortgage, sublet,
or otherwise transfer or encumber all or any part of
Tenant's interest in this Lease or in the Premises, without
Landlord's prior written consent, which Landlord shall not
unreasonably withhold. Any attempted assignment, transfer,
mortgage, encumbrance or subletting without such consent
shall be void, and shall constitute a breach of this Lease.
No Release of Tenant. Regardless of Landlord's consent, no
--------------------
subletting or assignment shall release Tenant of Tenant's
obligation or alter the primary liability of Tenant to pay
the rent and to perform all other obligations to be
performed by Tenant hereunder. The acceptance of rent by
Landlord from any other person shall not be deemed to be a
waiver by Landlord of any provision hereof. Consent to one
assignment or subletting shall not be deemed consent to any
subsequent assignment or subletting. In the event of
default by any assignee of Tenant or any successor of
Xxxxxx, in the performance of any of the terms hereof,
Landlord may proceed directly against Tenant without the
necessity of exhausting remedies against said assignee.
Landlord may consent to subsequent assignments or subletting
of this Lease or Amendments or modifications to this Lease
with assignees of Tenant, without notifying Tenant, or any
successor of Tenant, and without obtaining its or their
consent thereto and such action shall not relieve Tenant of
liability under this Lease.
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In the event the Tenant obtains any consideration for the
assignment or sub-let at a rent per square foot higher than
the rent herein reserved then 50% of such excess
consideration in the rent shall be paid to the Landlord.
Use: (f) to use the leased premises as set out in paragraph 1
---- only and not to do or omit or permit to be done or omitted
upon the leased premises anything which shall be or result
in a nuisance or which would be in breach of the building
restrictions set forth in the list of Rules and Regulations
attached hereto. No kitchen, cooking or food vending
facilities shall be permitted without the express consent of
the Landlord;
Increase in
Insurance Premiums: (g) (i) that if the premiums for the Landlord's insurance
------------------ for the building or any of the contents thereof shall
increase by reason of the use made of the lease premises
(provided that the building is insured for the use thereof
for the purposes stipulated in paragraph 6 (g) hereof) or by
reason of anything done or omitted or permitted to be done
by the Tenant or by anyone permitted by the Tenant to be
upon the leased premises, the Tenant shall pay to the
Landlord the amount of such increase within thirty(30) days
after notice of the amount thereof has been given to the
Tenant, and that if any insurance policy upon the building
shall be about to be cancelled by the insurer by reason of
the use made of the leased premises, the Landlord shall give
written notice of such proposed cancellation to the Tenant,
and the Tenant shall not later than five(5) days prior to
the cancellation date set forth in such notice stop such use
or otherwise the Landlord may, in addition to all other
rights it may have at its option, terminate this lease and
upon such termination rent shall be apportioned and paid in
full to the date of such termination, and the Tenant shall
deliver possession of the leased premises forthwith in a
neat and tidy condition to the Landlord, and the Landlord
may re-enter and take possession of the same;
(ii) It shall be expressly agreed and understood that
reimbursement of insurance premiums by the Tenant to the
Landlord shall not convey the right to be designated a named
insured in the Landlord's Insurance Policy. The Landlord
shall therefore by entitled to subrogate against the Tenant
or the Tenant's insurance company for damages caused to the
Landlord's property by the Tenant or the Tenant's agents for
whom the Tenant is legally responsible.
Damage by
Tenant: (h)i) that if the building including the leased premises or
------ the elevators or the heating or air-conditioning equipment
or the water pipes or drainage pipes or the electric
lighting or other equipment of the building became impaired,
injured, damaged, destroyed or stopped up through the
carelessness, misuse or neglect of the Tenant or of any
person permitted by the Tenant to be in the leased premises
or the building, the expense of the necessary repairs,
replacements or alterations shall be borne by the Tenant who
shall pay such expense to the Landlord forthwith on demand;
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(ii) THE plumbing facilities shall not be used for any other
purpose than that for which they are constructed, and no
foreign substance of any kind shall be thrown therein, and
the expense of any breakage, stoppage, or damage shall be
borne by the Tenant, who shall, or whose employees, agents,
licensees or invitees shall have caused it. The Tenant, its
employees, or agents, shall not mark, paint, drill, or in
any way deface any walls, ceilings, partitions, floors,
wood, stone or iron work without the written consent of the
Landlord.
Prospective
Purchaser: (i) that during the term of this lease, or any extension
--------- thereof, the Landlord shall be entitled upon reasonable
notice to the Tenant to enter upon the leased premises by
its representatives with any prospective purchaser and
during the last nine(9) months of the term, or any extension
thereof, the Landlord shall be entitled upon reasonable
notice to the Tenant to enter upon the leased premises by
its representatives with any prospective Tenant, each at all
reasonable hours and in order to exhibit the same for sale
or rent, as the case may be;
Indemnity
by Tenant: (j) to indemnify and save harmless the Landlord of and from
--------- all fines, suits, claims, demands and actions of any kind or
nature which the Landlord shall or may become liable for or
suffer by reason of any breach, violation of non-performance
by the Tenant of any covenant or provision hereof or by
reason of any injury occasioned to or suffered by an person
or persons (including death) or damage to any property by
reason of any act, neglect or default on the part of the
Tenant, its employees, agents or contractors;
Rules and
Regulations: (k) that the Tenant shall cause to be observed and
----------- performed with respect to itself and its employees, agents
contractors and persons visiting or doing business with the
Tenant on the leased premises, the Rules and Regulations
attached to this lease and any further and other such
reasonable Rules and Regulations made hereafter by the
Landlord of which notice in writing shall have been given to
the Tenant, and that all Rules and Regulations shall be
deemed to be incorporated in and form part of this Lease;
Observance of
Law: (l) to observe and comply with all provisions of law
---- whether Federal, Provincial or Municipal which in any way
relates to the partitioning, equipment, operation and use of
the leased premises or to the repair or alteration thereof;
Glass: (m) that if glass in the windows or doors of the leased
----- premises is broken or damaged as a result of the act,
negligence or other fault of the Tenant or of someone
permitted by the Tenant to be upon the premises, the Tenant
shall forthwith on demand pay to the Landlord the cost of
replacing the broken or damaged glass;
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Inflammable
Substances: (n) not to keep or permit to be kept in the leased premises
---------- any inflammable, dangerous or explosive substances and not
to do or permit anything to be done in the leased premises
and not to bring or keep anything therein which will
conflict with any insurance policy upon the building or the
contents thereof or with any rule, regulations or order of
the fire underwriters of any fire authority having
jurisdiction;
(o) that without the previous and express consent in writing
of the Landlord, which consent may be arbitrarily withheld,
the Tenant shall not:
Alterations &
Improvements (p) The Tenant shall not make alterations, additions or
------------ improvements on the demised premises without the prior
written consent of the Landlord. The Landlord has the
option to request the removal of any improvements built on
the demised premises by either the Tenant or Landlord, at
the expense of the Tenant, and without compensation to the
Tenant, at any time, including upon the expiry or earlier
termination of this lease.
Fixtures: (q) attach any fixtures to the structure of the premises in
-------- such manner or by such a method as to cause damage to the
leased premises other than readily repairable superficial
damage which shall be repaired by the Tenant to the
satisfaction of the Landlord;
Heavy Objects: (r) bring upon the leased premises any article that by
-------------- reason of its weight or size might damage the structure of
the building and the Tenant agrees that if any damage is
caused to the building by any article brought into the
building or upon the leased premises by or on behalf of the
Tenant, the Tenant will forthwith pay to the Landlord the
cost of making good the same;
Signs: (s) erect or maintain any sign, picture, advertisement,
------ notice, lettering, flag, decoration, or direction upon any
part of the outside walls of the building or in any common
area of the building or upon either the outside or inside of
the windows or doors of the leased premises except such as
are provided by the Landlord under the provisions of
paragraph 19;
Removal of
Fixtures: (t) remove any fixtures, goods or chattels of any kind from
-------- the leased premises, except in the ordinary course of the
business of the Tenant;
Electricity: (u) to pay to the Landlord effective the proportionate
------------ share of the cost of the electricity supplied to the
building being included in operating costs based on 1997
hydro rates and subject to hydro rate changes,
Window Covers: (v) not to remove the venetian blinds installed by the
------------- Landlord or use any blinds or curtains in addition thereto
unless approved by the Landlord or otherwise interfere with
the Landlord's scheme of uniform window coverings for the
windows of the building;
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Tenant's
Acknowledgement: (w) that the Tenant will, from time to time, upon not less
--------------- than ten(10) days prior notice execute and deliver to the
Landlord a statement in writing certifying that this lease
is unmodified and in full force and effect (or, if modified,
stating the modifications and that the same is in full force
and effect as modified), the amount of the annual rental
then being paid hereunder, the dates to which the same, by
installments or otherwise, and other charges hereunder have
been paid and whether or not there is an existing default on
the part of the Landlord of which the Tenant has notice;
Additional
Air-Conditioning: (x) (i) In the event that the Tenant installs special
---------------- equipment which requires additional air-conditioning, or
requires additional air conditioning for any reason, to pay
to the Landlord the increase in cost of air-conditioning the
leased premises (including the cost of water if used
therefore) resulting from the installation by the Tenant or
on behalf of the Tenant of air-conditioning equipment
additional to the original air-conditioning system for the
leased premises;
Independent
Air-Conditioning (x) (ii) That if the Tenant shall use upon the lease
& Computer Room premises any computer which requires independent air-
--------------- conditioning service and which requires electrical power
to be supplied separately from the main service of the
building, the electric power supplied for such computer and
air-conditioning will be separately metered at the cost
of the Tenant and will be paid by the Tenant;
Xxxx Xxxxxxxx: (y) at the end of each business day to leave the leased
-------------- premises in a reasonably tidy condition for the purpose of
the performance of the Landlord's janitor service provided
for herein;
Tenant's Fixtures: 7. PROVIDED that if the Tenant is not in default hereunder
----------------- the Tenant may remove its fixtures, subject to the
provisions of paragraph 6(p) hereof, and shall remove such
fixtures on termination of this lease if requested to do so
by the Landlord. The Tenant shall be responsible to make
good any damage to the leased premises caused by the
installation or removal thereof. Any partitions, additions,
installations or alterations in the leased premises placed
or installed by or on behalf of the Landlord or wholly or
partly at the expense of the Landlord shall be the property
of the Landlord and shall not be removed by the Tenant
unless requested by the Landlord, provided however, that if
the Tenant shall have received from the Landlord a
partitioning or comparable allowance at the commencement of
this lease or any earlier lease of the leased premises, it
shall be deemed that, for the purposes of this paragraph 7,
any partitions, additions, installation or alterations in
the leased premises were placed or installed wholly or
partly at the expense of the Landlord, save and except any
special fixtures installed at the request of the Tenant.
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Destruction: 8.(a) If at any time or times during the term of this Lease
----------- any happening occurs (through no fault on the part of the
Tenant) whereby the leased premises are totally or partially
unfit for occupancy by the Tenant, this lease shall cease
and become null and void as of the date of such happening
and rent shall be paid by the Tenant only to such date and
for no period thereafter, unless, however, two conditions
are fulfilled, being:
(i) that the Landlord shall, within forty(40) days from the
date of such happening, notify the Tenant that the Landlord
intends to rebuild the leased premises or render the leased
premises wholly fit for occupancy by the Tenant;
(ii) that the Landlord does, in fact, within one hundred and
twenty (120) days from the date of such happening or within
such longer period of time as is reasonable in the
circumstances, rebuild the leased premises or render the
leased premises wholly fit for occupancy by the Tenant.
(b) If the said two conditions are fulfilled, this Lease
shall not cease and be void as provided above, but shall
continue in full force and effect, except that:
(i) If the leased premises are totally destroyed or are
rendered or become totally unfit for occupancy by the
Tenant, no rent shall be payable for the period from the
date of such happening until the date on which the Landlord
shall have substantially completed the rebuilding of the
leased premises or the rendering of the leased premises
wholly fit for occupancy by the Tenant; or
(ii) If the leased premises are partially destroyed or are
rendered or become partially unfit for occupancy by the
Tenant, the rent for the period from the date of such
happening until the date on which the Landlord shall have
substantially completed the rebuilding of the leased
premises or the rendering of the leased premises wholly fit
for occupancy by the Tenant shall xxxxx so that the Tenant
shall pay for such period only the same proportion of the
rent as that part of the leased premises which is fit for
occupancy by the Tenant bears to the whole of the leased
premises.
Landlord Enter
to Repair: 9. PROVIDED FURTHER that the Landlord shall be entitled to
--------- enter upon the leased premises (without compensation to the
Tenant) at any reasonable time and from time to time for the
purpose of inspecting the leased premises and making
necessary repairs to the building or the leased premises
(including the electrical, mechanical, air-conditioning and
heating systems therefore and thereon), but such inspection
or repairs shall be carried out at such times and in such
manner so as to interfere as little as reasonably
practicable in the circumstances with the carrying on of the
Tenant's business.
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Use by others
Abandonment,
Insolvency,etc: 10.(i) PROVIDED FURTHER that if without the written consent
-------------- of the Landlord, the leased premises shall be used by any
other person than the Tenant or for any other purpose than
that for which the same are hereby leased or if the leased
premises shall be abandoned or if the Tenant shall make any
assignment for the benefit of creditors or any bulk sale or
become bankrupt or insolvent or take the benefit of any act
now or hereafter in force for bankrupt of insolvent debtors
or if any proceedings shall be taken or an order shall be
made for the winding up of the Tenant, or for the surrender
of forfeiture of the charter of the Tenant, or if the term
hereof or any goods or chattels of the Tenant in the leased
premises shall be taken in execution or attachment then and
in every case the then current month's rent and the next
ensuing three(3) months rent shall immediately become due
and payable and, at the option of the Landlord, this lease
shall terminate and the term become forfeited and void and
the Landlord may re-enter the leased premises or any part
thereof in the name of the whole and have again, repossess
and enjoy the leased premises as of its former estate
anything herein contained to the contrary notwithstanding.
Defaults
---------
and Remedies: 11.a) In the event of the happening of any one of the
------------- following events:
(i) the Tenant shall have failed to pay an instalment of
Basic Rent or of Additional Rent or any other amount payable
hereunder when due, and such failure shall be continuing for
a period of more than five(5) days after the date such
instalment or amount was due;
(ii) there shall be a default of or with any condition,
covenant, agreement or other obligation on the part of the
Tenant to be kept, observed or performed hereunder (other
than a condition, covenant, agreement or other obligation to
pay Basic Rent, Additional Rent or any other amount of
money) and such default shall be continuing for a period of
more than fifteen(15) days after written notice by the
Landlord to the Tenant specifying the default and requiring
that it discontinue;
(iii) if any policy of insurance upon the Property or any
part thereof from time to time effected by the Landlord
shall be cancelled or about to be cancelled by the insurer
by reason of the use or occupation of the Leased Premises by
the Tenant or any assignee, sub-tenant or licensee of the
Tenant or anyone permitted by the Tenant to be upon the
Leased Premises and the Tenant after receipt of notice in
writing from the Landlord shall have failed to take such
immediate steps in respect of such use or occupation as
shall enable the Landlord to reinstate or avoid cancellation
(as the case may be) of such policy of insurance;
(iv) the Leased Premises shall, without the prior written
consent of the Landlord, be used by any other persons than
the Tenant or its permitted assigns or sub-tenants or for
any purpose other than that for which they were leased or
occupied or by any persons whose occupancy is prohibited by
this Lease;
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(v) the Leased Premises shall be vacated or abandoned, or
remain unoccupied without the prior written consent of the
Landlord or five(5) consecutive days or more while capable
of being occupied;
(vi) the balance of the Term of this Lease or any of the
goods and chattels of the Tenant located in the Leased
Premises, shall at any time be seized in execution or
attachment; or
(vii) the Tenant shall make an assignment for the benefit
of creditors or become bankrupt or insolvent or take the
benefit of any statute for bankrupt or insolvent debtors or
if an order be made for its winding up or other termination
of its corporate existence, or a trustee or receiver or
receiver manager shall be appointed for the Tenant.
The Landlord shall have the following rights and remedies all of which are
cumulative and not alternative and not to the exclusion of any other or
additional rights and remedies in law or equity available to the Landlord by
statute or otherwise:
(A) to remedy or attempt to remedy any default of the
Tenant, and in so doing to make any payments due or alleged
to be due by the Tenant to third parties and to enter upon
the Leased Premises to do any work or other things therein,
and in such event all reasonable expenses of the Landlord in
remedying or attempting to remedy such default shall be
payable by the Tenant to the Landlord on demand;
(B) with respect to unpaid overdue Rent, to the payment by
the Tenant of the Rent and of interest(which said interest
shall be deemed included herein in the term "Rent") thereon
at a rate equal to the lesser of five percent(5%) above the
prime commercial loan rate charged to borrowers having the
highest credit rating from time to time by the Landlord's
principal bank from the date upon which the same was due
until actual payment thereof and the maximum amount allowed
under the laws of the jurisdiction in which the Building is
located;
(C) to terminate this Lease forthwith by leaving upon the
Leased Premises or by affixing to an entrance door to the
Leased Premises notice terminating the Lease and to
immediately thereafter cease to furnish any services
hereunder and enter into and upon the Leased Premises or any
part thereof in the name of the whole and the same to have
again, repossess and enjoy as of its former estate, anything
in this Lease contained to the contrary notwithstanding.
However, such re-entry and termination shall be without
prejudice to the Landlord's claim for Rent which would have
been payable for the remainder of the Term had the Lease not
been terminated and for damages associated therewith.
12
(D) to enter the Leased Premises as agent of the Tenant and
as such agent to relet them, which may be for a term
extending beyond the term of this Lease, and at such rental
or rentals and upon such other terms and conditions as the
Landlord considers it advisable, and to receive the rent
therefor and as agent of the Tenant to take possession of
any furniture or other property thereon and upon giving
ten(10) days written notice to the Tenant to store the same
at the expense and risk of the Tenant or to sell or
otherwise dispose of the same at public or private sale
without further notice and to apply the proceeds thereof and
any rent derived from re-letting the Leased Premises upon
account of the rent due and to become due under this Lease
and the Tenant shall be liable to the Landlord for the
deficiency if any.
11.b) Upon the giving by the Landlord of a notice in
writing terminating this Lease under sub-paragraph (C) of
this paragraph, this Lease and the Term shall terminate,
Rent and any on payments for which the Tenant is liable
under this Lease shall be computed, apportioned and paid in
full to the date of such termination forthwith, and there
shall immediately become due and payable forthwith in one
lump sum as liquidated damages and not a penalty the
aggregate of Basic Rent and Additional Rent for the
unexpired portion of the Term. Upon termination of this
Lease and the Term, the Tenant shall immediately deliver up
possession of the Leased Premises to the Landlord, and the
Landlord may forthwith re-enter and take possession of them.
11.c) The Tenant shall pay to the Landlord on demand all
costs and expenses, including legal fees, incurred by the
Landlord in enforcing of the obligations of the Tenant under
this Lease.
Landlord's
Non-Liability: 12. PROVIDED FURTHER that the Landlord shall, except for
------------- the negligence of the Landlord, its servants, agents or
contractors, not be liable nor responsible in any way for
any injury or death that may be suffered or sustained by the
Tenant or any employee of the Tenant or any person who may
be in the leased premises or in or about the building or for
any loss of or damage to any property belonging to or in the
possession of the Tenant or any employee of the Tenant or
any other person whether such property is on the leased
premises or on or about the building and the Landlord shall
not be liable in any event for such injury, death, loss or
damage caused by smoke, steam, water, rain, snow or fumes
which may leak, issue or flow into the leased premises from
any part of the building or from the water, steam,
sprinkler, drainage or smoke pipes or plumbing equipment of
the building or from any other place or quarter or caused by
or attributable to the condition or arrangement of any
electrical or other wiring or of the air-conditioning or
heating equipment or caused by anything done or omitted to
be done by any Tenant or other occupant of any part of the
building.
13
Adjustment Clause
re: operating costs
and taxes: 13.1 it is hereby expressly agreed that the Tenant shall pay
--------- to the Landlord in monthly installments an amount equal to
2.01% of all operating costs of the Landlord, excluding
mortgage interest. The monthly instalments are to be
adjusted annually effective January 1st.
13.2 For the purpose to this paragraph 13, the Landlord's
cost of operating the building shall mean all costs properly
attributable to the operation, maintenance and management of
the building and the lands appurtenant thereto as determined
by the Landlord in accordance with generally accepted
accounting practice. Without limiting the generality
herein, in addition to realty taxes and hydro, operating
costs shall include all repairs, maintenance, improvements,
service contracts, parking supervision, security services,
elevator, janitorial services, heating, water, management
and professional fees, insurance, telephone and general
office expenses.
13.3 The Tenant shall pay to the Landlord the amount payable
as aforesaid by the Tenant within thirty(30) days next after
the Landlord shall have given written notice to the Tenant
of the said amount even if such notice is given after the
expiration or termination of the term. If the term of this
lease shall expire or terminate before the end of the
applicable fiscal year of the Landlord, the Tenant shall pay
only a proportionate part of such amount otherwise payable
based on the number of days of the term which are within
such year and at the option of the Landlord the amount
payable by the Tenant shall be based on the said cost for
the immediately preceding fiscal year of the Landlord and
shall be paid by the Tenant on or before the expiration or
termination of the term.
Obligations
Recoverable rent: 14. PROVIDED FURTHER that all sums payable by the Tenant to
---------------- the Landlord under the provision of this lease shall be
rent and the Landlord, in addition to all other rights and
remedies it may have, shall have the same remedies and may
take the same steps for the recovery thereof as it might
take for the recovery of rent in arrears. Arrears of rent
will be charged at prime, plus 5% interest per annum.
Waiver of
Default: 15. ANY condoning, excusing or overlooking by the Landlord
------- or the Tenant of any default, breach or non-observance by
the other at any time or times, in respect of any covenants,
proviso or condition herein contained, shall not operate as
a waiver of their respective rights hereunder in respect of
any continuing or subsequent default, breach or non-
observance.
Representations: 16. 1) THE Tenant agrees that there are no
---------------- representations, warranties, agreements or conditions
expressed or implied with respect to this lease or the
leased premises or the building, except as are herein
expressly set forth and that this lease constitutes the
entire agreement between the Landlord and the Tenant.
2) The rentable area of a single tenancy floor shall
be computed by measuring to the inside surface of exterior
window glass, less stairs and elevator shafts.
14
No reduction shall be made for columns and projections
necessary to the building.
16.3) THE rentable area of premises on a multiple tenancies
floor shall be computed by measuring to the inside surface
of exterior window glass, to the office side of corridors
and/or other permanent partitions, and to the center of
partitions that separate the leased premises from adjoining
rentable area; and together with (for rental calculation
purposes only) a proportionate share of the common area of
the floor, including corridors, washrooms, elevator, lobby,
janitor closets, telephone and electrical closets and other
closets serving the leased premises in common with other
premises.
No deductions shall be made for columns and projections
necessary to the building.
4)ALL rents are to be remitted to the Landlord at
000XXXXXX XXXXXX, XXXXX 000, XXXXXXXXX, XXXXXXX X0X 0X0
Repairs of
Equipment: 17. THE Tenant further covenants and agrees with the
--------- Landlord that if the elevators, boilers, engines, pipes or
other apparatus, or any of them used for the purpose of
heating or air-conditioning the leased premises or the
building or operating the elevators, or if the water pipe,
drainage pipes, electric lighting or other equipment of the
building servicing the leased premises get out of repair
become damaged or destroyed, the Landlord shall have a
reasonable time within which to make such repair or
replacements as may be reasonably required for the
resumption of the services to the leased premises which it
has by the Lease expressly agreed to provide and the Tenant
shall not be entitled to any compensation or damages but the
Landlord shall, and it hereby covenants to make such repairs
or replacements promptly, but should any equipment of the
building become impaired, injured or destroyed through any
act or omission of the Tenant or its employees, agents or
contractors or persons visiting the Tenant or through the
Tenant or them making use of or permitting others to make
use of unsuitable paper in the water closets or in any way
or manner stopping up injuring the heating or air-
conditioning apparatus, elevators, water pipes, drainage
pipes, electric lighting or other equipment or part of the
building, the reasonable expense of the necessary repairs
shall be borne by the Tenant who shall pay the same to the
Landlord forthwith on demand, Nothing in this provision
contained shall, however, obligate the Landlord to provide
any services, otherwise specifically to be provided for made
by the Landlord.
15
Impossibility of
Performance: 18. IT IS AGREED that whenever and to the extent of that
----------- the Landlord or the Tenant shall be unable to fulfill, or
shall be delayed or restricted in the fulfillment of any
obligation hereunder in respect of the supply or provisions
of any service or utility or the doing of any work or the
making of any repairs by reason of being unable to obtain
the material, goods, equipment, service, utility or labour
required to enable it to fulfill such obligation or by
reason of any statute, law or order-in-council or any
regulation or order passed or made pursuant thereto or by
reason of the order or direction any administrator,
controller or board, or any governmental department or
officer or other authority, or by reason of not being able
to obtain any permission or authority required there or by
reason of any other cause beyond their respective control
whether of the foregoing character or not, the Landlord or
the Tenant, as the case may be, shall be entitled to extend
the time for fulfillment of such obligation by a time equal
to the duration of such delay or restriction, and the Tenant
or the Landlord, as the case may be, shall not be entitled
to compensation for any inconvenience, nuisance or
discomfort thereby occasioned.
Signs: 19. The landlord shall install a directory board in the
------ ground lobby of the building containing the names of Tenants
of space in the building and shall, at the request and cost
of the Tenant, cause to be painted on or affixed to the
entrance door of the leased premises the name of the Tenant
in accordance with any uniform scheme of lettering for such
doors which the Landlord may subscribe.
Mortgages: 20. The Tenant agrees that this lease shall rank after and
--------- be subordinated to any mortgage or trust deed of the lands
and to any amendments or extensions thereof as if this lease
had been executed and delivered after the execution,
delivery and registration of any such mortgage, trust deed
or amendment or extension thereof. The Tenant agrees to
acknowledge, in writing, subordination of this lease to a
mortgage or trust deed whenever requested by the Landlord,
provided that any such mortgagee or trustee shall agree to
recognize the Tenant as a Tenant pursuant to the provisions
hereof and not to interfere with the Tenant's possession of
the leased premises as long as the Tenant is not in default
under this lease.
Definitions: 21. In this indenture, the phrase "normal business hours"
----------- means the hours from 8:00 a.m. to 6:00 p.m. on business
days, and the hours of 8:00 a.m. to 1:00 p.m. on Saturdays
unless a Saturday is a holiday, and the phrase "business
day" means any of the days from Monday to Friday of each
week unless such day is a holiday.
Registration: 22. The Tenant agrees that it will not register this lease
------------ in the Land Registry Office or Land Titles Office. If the
Tenant wants to make a registration for the purpose of
giving notice of this Lease, the Landlord and the Tenant
contemporaneously with the execution of this lease shall
execute a short form of lease solely for the purpose of
registration.
16
Parking: 23. The Landlord hereby permits the Tenant to use at all
-------- reasonable hours during the term of this Lease five(5)
parking spaces in the underground garage at the initial
rate of $35.00 per space per month. Rates are to be
adjusted according to the prevailing rental in the area for
further usage. Such parking space shall be used for the
parking of passenger motor vehicles only. The use of the
said parking spaces and of the driveways and areas leading
thereto shall be at the risk of the Tenant, and the Landlord
shall not be responsible for any damage to or loss of
property or injury to or death of persons unless caused by
the negligence of the Landlord or those for whom the
Landlord is responsible in law. Subject to the Tenant's
approval, the Landlord reserves the right to allocate
specific parking space for the use of the Tenant and with
the Tenant's approval to change such allocation from time to
time. The Landlord shall also provide without charge
parking spaces for the entire building for "Visitor
Parking".
Distress:
---------
24. The Tenant waives and renounces the benefit of any present
of future statute taking away or limiting the Landlord's
right of distress and covenants and agrees that
notwithstanding any such status, none of the goods and
chattels of the Tenant on the leased premises at any time
during the terms shall be exempt from levy by distress for
rent in arrears. The Tenant shall not sell, dispose of or
remove any of the fixtures, goods or chattels of the Tenant
from or out of the leased premises during the term without
the consent of the Landlord, unless the Tenant is
substituting new fixtures, goods or chattels of equal value
or is a bona fide disposing of individual items which have
become excess for the Tenant's purposes; and the Tenant will
be the owner of its fixtures, goods and chattels and will
not permit them to become subject to any lien, mortgage,
charge or encumbrance.
Notice: 25. 1) Any notice or statement required or contemplated
------- by any provisions of this lease or which the Landlord or
Tenant may desire to give to the other shall be sufficiently
given to the Tenant or Landlord by personal delivery or by
registered letter, postage prepaid and mailed in one of Her
Majesty's Post Offices in the Municipality of Metropolitan
Toronto, and addressed to the Landlord at 000 XXXXXX XXXXXX,
XXXXX 000, XXXXXXXXX, XXXXXXX X0X 0X0, and to the Tenant at
the leased premises or to such other address as the Landlord
or Tenant may hereafter from time to time designate in
writing, and any notice or statement so given shall be held
to be given as of the date of such personal delivery or
posting, as the case may be.
2) The Tenant will relocate elsewhere in the building
at the Landlord's expense and to be designated by the
Landlord at any time during the term of the Lease or any
renewal thereof.
17
Access: 26. IT SHALL be lawful for the Landlord and its agents at
------- all reasonable times during the said term to enter the
said demised premises to examine the condition thereof; and
further that all want of repair that upon such view shall be
found and which the Tenant is obligated to make under the
terms of this Lease, the Tenant will within thirty(30) days
next after such viewing, well and sufficiently repair and
make good accordingly at the Tenant's expense.
AND that the Tenant will leave the premises in
good repair, subject to the exceptions aforesaid.
Zoning: 27. (a) THE leased premises shall be used for a use which
------- shall comply with the zoning by-laws in effect from time to
time and provided that such use will not constitute a
nuisance.
THE TENANT covenants to operate and conduct its
business upon the whole of the leased premises in an up-to-
date high class and reputable manner befitting the Building
in which the leased premises are situate.
(b) THE TENANT further acknowledges that it has
satisfied itself that it may use the leased premises for the
purposes of its business and the Landlord makes no
representation to the Tenant as to the purpose for which the
leased premises may be used.
Holdover: 28. IT IS HEREBY AGREED that if the Tenant continues to
--------- occupy the demised premises with the consent of the Landlord
after expiration of this Lease without any further written
agreement, the said Tenant shall be a monthly Tenant at a
monthly rental equal to the amount of rent in the notice
given by the Landlord and payable by the Tenant hereunder
and otherwise on the terms and conditions set out.
Tenant's Failure
to Maintain: 29. IF the Tenant shall fail to perform any of the
----------- covenants or obligations of the Tenant under or in respect
of this Lease, the Landlord may from time to time, in its
discretion, perform or cause to be performed any of such
covenants or obligations, or any part thereof, and for such
purpose, may do such things as may be requisite, including
without limiting the foregoing, may enter upon the leased
premises and do such things upon or in respect of the leased
premises or any part thereof as the Landlord may consider
requisite or necessary. All expenses incurred and
expenditure made by or on behalf of the Landlord under this
paragraph shall be forthwith paid by the Tenant and until
paid shall bear interest at 15% per annum from the date the
same were incurred or made.
18
Delayed Occupancy: 30. Deleted.
------------------
Non-Terminable: 31. EXCEPT as otherwise expressly provided in this Lease,
--------------- this Lease shall not be terminable by the Tenant for any
reason, nor shall the Tenant for any reason by entitled to
any abatement of, or reduction in the rent payable
hereunder.
Sub-let Fees: 32. In the event Tenant shall assign or sub-let the
------------- premises or request the consent of the Landlord to
assignment or sub-letting or if Tenant shall request the
consent of the Landlord for any act Tenant proposes to do,
then the Tenant shall pay to the Landlord reasonable costs
incurred in connection therewith.
Security Deposit: 33. Tenant shall deposit with Landlord upon execution of
---------------- the Lease the security deposit as security for the Tenant's
faithful performance of Xxxxxx's obligations hereunder. If
Tenant fails to pay rent or other charges due hereunder or
otherwise defaults with respect to any provision of this
Lease, Landlord may use, apply or retain all or any portion
of the said deposit for the payment of any rent or other
charge in default or for the payment of any other sum of
which Landlord may become obligated by reason of Tenant's
default or to compensate Landlord for any loss or damage
which Landlord may suffer hereby. If Landlord so uses or
applies all or any portion of said deposit, Tenant shall
within ten(10) days after written demand thereof deposit
cash with Landlord in an amount sufficient to restore said
deposit to the full amount hereinabove stated and Xxxxxx's
failure to do so shall be a material breach of the Lease.
If Xxxxxx performs all of Xxxxxx's obligation hereunder said
deposit or so much thereof as has not therefore been applied
by Landlord, following an inspection of the premises
conducted by the Landlord and acknowledged by the Tenant
prior to the Tenant vacating the premises, shall be returned
to the Tenant at the expiration of the term hereof, and
after Xxxxxx has vacated the premises.
Additional Taxes: 34. Notwithstanding any other provisions of this Lease to
----------------- the contrary, the Tenant shall pay to the Landlord, at such
times and in such manner as the Landlord may direct, an
amount equal to all goods and services taxes, sales taxes,
value-added taxes or any other taxes imposed with respect to
Base Rental, additional rental or other amounts payable by
the Tenant to the Landlord under this Lease, howsoever such
taxes are characterized, the amount payable by the Tenant
hereunder shall not be deemed to be Base Rental or
additional rental, but the Landlord shall have all of the
same rights and remedies for recovery of same as it has for
recovery of Base Rent and additional rent hereunder.
Binding,
Enuring and
Interpretation: 35. This indenture and everything herein contained shall be
--------------- binding upon and enure to the benefit of the respective
successors and assigns (subject to the approval by the
Landlord of a assignment by the Tenant) of the Landlord and
Tenant, and where a part is an individual rather than a
corporation and provisions hereof shall read with all
grammatical changes thereby rendered necessary.
19
36. The Tenant shall deliver to the Landlord a series of
twelve postdated cheques upon execution of the lease on
account of all of the basic rentals to be paid during the
first year of the term of the lease and shall deliver on
each anniversary date of the commencement date of the term
of the Lease a further series of twelve postdated cheques on
account of basic rentals to be paid during the next ensuing
lease year.
37. Schedules "A", "B", "C", "D" and "E" and Rules and
Regulations attached hereto shall form an integral part of
this Lease.
38. Time of the Essence
-------------------
Time shall be of the essence of this agreement and the
transactions contemplated herein, provided that that time
for doing or completing any matter herein may be amended by
an agreement in writing signed by both parties.
IN WITNESS WHEREOF the parties hereto have duly executed this Indenture, this
_____th day of ____________________, 1999, at North York, Ontario:
X. XXXXXX INVESTMENTS LIMITED
_________________________ Per:________________________________
WITNESS
ZUREIT HOLDINGS LIMITED
_________________________ Per:_________________________________
WITNESS
BLACKHILL DEVELOPMENTS LIMITED
________________________ Per:_________________________________
WITNESS
Ironside Technologies Inc.
_________________________
WITNESS Per:__________________________________
20
SCHEDULE "A"
------------
ALL AND SINGULAR that certain parcel or tract of land and premises situate,
lying and being in the Town of Markham, in the Regional Municipality of York,
and being composed of the whole of Lots 8,9,10 and 11, Plan M-1812 files in the
Land Titles Office for York Region of Newmarket, being the whole of Parcels 8-
1,9-1,9-2,10-1 and 11-1 in the Register for Section M-1812.
21
SCHEDULE "D"
------------
To a lease dated March 5, 1999.
BETWEEN: X. Xxxxxx Investments Limited
Zureit Holdings Limited
Blackhill Developments Limited ("Landlord")
and: Ironside Technologies Inc. ("Tenant")
Re: The premises located in the Landlord's building, municipally
known as 000 Xxxx Xxxx, Xxxxxxx, Xxxxxxx, consisting of 1,286
square feet of rentable office space on the first floor.
Net Rate
From To @s.f.p.a. Net Rent Annually Net Rent Monthly Additional Rent Comments
------------- ----------------- ----------------- ------------------- ------------------ ---------------- ----------------
Mar.1/99 May 31/99 $7.75 $9,966.50 Free $915.20 Note 1
June 1/99 Dec.31/01 $7.75 $9,966.50 $830.54
Additional Rent
---------------
Additional rent, comprising realty taxes, the previous business occupancy tax,
repairs, maintenance, preventive maintenance, common area, utilities, insurance
and administrative costs is estimated at the rate for 1998 only of $8.54 per
square foot, per annum, is adjusted annually on January 1st and is subject to
midterm adjustment in the event that the Landlord incurs unusual and unexpected
increases in costs for realty taxes or maintenance. These costs are due and
payable during the initial three(3) months of free basic net rent.
Note 2: Deposit required $3,735.88
--------------------------------------
Deposit payable to agent 3,563.89
---------
Payment required on execution herein $ 171.99
---------
To be applied
-------------
June 1999 Dec.2001 Total
-------------------- -------------------- -----------------------
----------------------------------------------------------------------------------------------------------
Basic rent $ 830.54 $ 830.54 $1,661.08
----------------------------------------------------------------------------------------------------------
Additional rent 915.20 915.20 1,830.40
--------- --------- ---------
----------------------------------------------------------------------------------------------------------
Sub-Total $1,745.74 $1,745.74 $3,491.48
----------------------------------------------------------------------------------------------------------
7% GST(R101-623-650) 122.20 122.20 244.40
--------- --------- ---------
----------------------------------------------------------------------------------------------------------
Total $1,867.94 $1,867.94 $3,735.88
--------- --------- ---------
----------------------------------------------------------------------------------------------------------
Note 3: Option to Renew
------------------------
Provided that the Tenant has not been in default of the terms of the Lease and
written notice has been given to the Landlord on or before June 30, 2001, the
Tenant shall have the option to renew the term of the Lease for an additional
five(5) years, under the provisions of paragraph 8, Schedule "E", attached
hereto.
22
SCHEDULE "C"
------------
JANITOR SERVICE
---------------
1. OFFICES:
--------
Nightly Services:
-----------------
Empty all waste baskets.
Empty and damp wipe ash trays.
Dust all office furniture and equipment.
Dust window xxxxx, partition ledges and other horizontal surfaces within
reach.
Dust mop floors using modern method of dust control.
Vacuum or carpet sweep rugs (all carpeting to be vacuumed not less than
twice weekly, carpet sweep other nights).
Finger marks and smudges removed from all surfaces where removal will not
result in a more detrimental appearance.
Periodic Services:
-----------------
Dust vertical surfaces.
Keep painted walls free of dust and cobwebs at all times.
Dust wall hangings.
Clean light fixtures.
All office floors to be washed and polished at frequencies determined by
traffic and weather conditions, so as to provide clean, well protected, and
attractive floors at all times.
Clean interior glass in partitions and doors when reasonably required,
provided that if the Tenant installs more than the usual quantity of
interior glass, or its use of any parts of the leased premises requires that
glass be cleaned more frequently than normal, the Tenant shall
reimburse the Landlord for the extra cost of providing this service.
2. WASHROOM MAINTENANCE:
--------------------
Nightly Service:
---------------
Wash bowls, mirrors and plumbing.
Clean and sanitize toilet bowls, seats and urinals.
Empty waste receptacles and re-stock all dispensers.
Wash floors with detergent containing disinfectant.
Periodic Services:
-----------------
Partitions and tile walls washed down.
Flooring machine scrubbed.
3. COMMON AREAS:
-------------
Nightly Service:
----------------
Clean and polish floors.
Remove finger marks and polish glass and metal surfaces.
Empty ash trays.
Dust all horizontal surfaces within reach.
Periodic Services:
------------------
Floors washed and polished at frequencies necessary to provide clean, well
protected, and attractive floors at all times.
4. WINDOWS:
--------
Wash inside and out at least once per year.
5. STAIRWAYS:
----------
Keep neat, tidy and clean at all times.
6. STAFF CAFETERIA (if any):
-------------------------
Clean floors nightly and clean walls and light fixtures as required.
23
RULES AND REGULATIONS
---------------------
1. The sidewalks, entrances, passages, elevators, fire escapes, stairways and
other common areas in the building shall not be obstructed or used for any other
purpose than for ingress and egress to and from the leased premises. No waste
paper, dust, garbage, refuse or anything whatsoever that would tend to make the
common areas in the building unclean, untidy or hazardous shall be placed
therein.
2. The skylights and windows that reflect or admit light into passageways and
common areas of the building shall not be covered or obstructed and no awnings
shall be put up without the written consent of the Landlord.
3. The water-closets and other water apparatus shall not be used for any
purpose other than those for which they were constructed, and so sweepings,
rubbish, rages, ashes or other substances shall be thrown therein. Any damage
resulting by misuse shall be borne by the Tenant by whom or by whose agents,
contractors or servants the same is caused. Water shall not be left running
unless in actual use. No part of the building shall be defaced.
4. Nothing shall be thrown or dropped out of windows or doors or down the
passages, elevator shafts or skylights of the building.
5. No birds or animals shall be brought into the building and no sound
producing instruments or device which may be heard outside the leased premises
shall be used.
6. No one shall use the leased premises for sleeping apartments or residential
purpose, or for the storage of personal effects or articles other than those
required for business purposes.
7. The Landlord shall have the right (a) to require all persons entering or
leaving the building during such hours as the Landlord may reasonably determine
to be prepared to identify themselves to a watchman by registration
or otherwise and to establish their right to enter or leave; and (b) to
exclude or expel any peddler, beggar or canvasser at any time from the building.
8. Furniture, equipment and supplies shall not be taken into or removed from
the premises except at such time and in such manner as may be previously
approved by the Landlord.
9. No bicycles or other vehicles shall be brought within the building or into
the parking garage or upon the lands appurtenant thereto without the consent in
writing of the Landlord.
10. Business machines, filing cabinets, heavy equipment and other articles
liable to overload, injure or destroy any part of the building shall not be
taken into it without the written consent of the Landlord, and the Landlord
shall in all cases retain the right to prescribe the weight and proper position
of all such articles and the times and routes for moving them into or out of the
building; the cost of repairing any damage done to the building by such moving
or by keeping any such articles on the premises shall be paid by the Tenant.
11. The Tenant shall not place any additional lock upon any door of the leased
premises without the written consent of the Landlord, which consent shall not be
unreasonably withheld.
12. The Tenant shall give the Landlord prompt notice of any accident or damage
to or any defect in the plumbing, heating, air-conditioning, mechanical,
electrical or other equipment of the building or to any other part of the
building.
13. The parking of cars in the parking garage and outside parking areas shall
be subject to the reasonable regulations of the Landlord.
24
SCHEDULE E
OFFER TO LEASE
Dated this 4th day of February, 1999.
TO: XXXXX INVESTMENTS LIMITED, MAYVON INVESTMENTS LIMITED, BLACKHILL
DEVELOPMENTS LIMITED, X. XXXXXX INVESTMENTS LIMITED, ZUREIT HOLDINGS
LIMITED, ERINVIEW HOLDINGS LIMITED
(Landlord)
WE: IRONSIDE TECHNOLOGIES INC.
(Tenant)
The following Offer to Lease ("Offer") sets put terms and conditions under which
Ironside Technologies Inc. (hereinafter referred to as the "Tenant") is prepared
to lease from Xxxxx Investments Limited, Mayvon Investments Limited, Blackhill
Developments Limited, X. Xxxxxx Investments Limited, Zureit Holdings Limited,
Erinview Holdings Limited (hereinafter referred to as the "Landlord") certain
office premises described herein located at 000 Xxxx Xxxx, Xxxxxxx ("Building"),
through X.X. Xxxxxxx Corporation Realty Ltd.
1. Leased Premises
The premises to be leased shall comprise the following area:
1st Floor - 1,286 rentable square feet being a portion of the First (1st)
floor, and outlined on Schedule "A" attached.
2. Term
The Term (the "Term") of the lease shall be two (2) years and ten (10)
months commencing on the 1st day of March, 1999, (the "Commencement Date")
and ending on the 30th day of December, 2001.
3. Basic Rent
The Tenant shall pay to the Landlord the following Basic Net Rent ("Basic
Rent") payable in advance on the 1st day of each and every month during the
Term in accordance with the Lease:
1st Floor
---------
- $7.75 net per square foot per annum.
As an inducement to Lease, the Tenant will not be required to pay the first
three (3) months Base Rent of the Lease Term.
4. Additional Rent
In addition to the Basic Rent, the Tenant will be responsible for paying
its proportionate share of all Real Estate Taxes and other applicable
Taxes, Operating Expenses inclusive of management fees and Utilities as
defined in the Landlord's Standard Form of Lease excluding:
i) coats of a capital nature related to the structural elements of
the Building;
ii) recoveries from other tenants, including without limitation costs
of additional services.
iii) insurance proceeds recoveries;
iv) and further exclusions to be mutually agreed between the Landlord
and Xxxxxx and set out in the Lease to be agreed.
Operating Expenses shall include the cost of daily janitorial services to
the Tenant's Premises as required by the Tenant. Subject to confirmation,
we understand that the current Additional Rent estimates for 1998 are Eight
Dollars and Fifty-Four Cents ($8.54) per square foot.
Operating Expenses as defined in the Lease shall be calculated according to
generally accepted accounting principles and without duplication.
5. Measurement
The total Basic Rent and the total Additional Rent shall be calculated
based on the actual Rentable Area of the Leased Premises to be verified
prior to occupancy by the Landlord's architect. The Landlord's Architects'
Certificate as to the Rentable Area of the Leased premises shall be
conclusive, and shall be based on the measurement standards set out in the
form of Lease attached. Except in the event the Tenant leases the entire
Building, the area of the lobby and other common areas of the Building
shall be allocated on a pro-rata basis to the tenants of the Building,
6. Lease
The lease shall be to the Landlord's standard form a copy of which will be
provided to Tenant by Landlord. The Landlord's standard form will be
reviewed by Tenant and incorporated into the terms of this Offer subject to
reasonable changes as required by the Tenant and agreed to by the Landlord
acting reasonably (hereinafter referred to as the "Lease").
7. Use
The Leased Premises shall be used solely for the purposes of a general
office or computer training and development as otherwise required by the
Tenant acting reasonably and in accordance with all relevant by-laws and
the Lease as agreed.
8. Option to Renew
The Tenant shall have one (1) option to renew the Lease with respect to the
Leased Premises for an additional term of five (5) years each on the same
terms and conditions, save only for the Basic Rent, and any further
options(s) to renew. The Basic Rent during the renewal periods will be the
fair market rent for comparable premises in comparable buildings in the
area having consideration for age and location without regard to leasehold
improvements, agreed between the parties. Failing such Agreement renewal
rates shall be as determined by arbitration pursuant to the Arbitration
Act, Ontario. To exercise an Option to Renew, the Tenant shall give
written notice to the Landlord no later than six (6) months prior to the
date of expiry of the current Term.
9. Removal of Leasehold Improvements
The Tenant will not be required to remove any existing or newly constructed
Leasehold Improvements including office and related ancillary improvements
constructed in the Leased Premises upon the expiry or other termination of
the Lease, however, the Tenant may remove its trade fixtures provided it
repairs any damages caused by said removal.
10. Assignment / Sublet
The Tenant shall not assign or sublet this Agreement or the Lease resulting
herefrom to a third pay without the prior written consent of the Landlord,
which consent shall not be unreasonably withheld or delayed.
It is agreed and understood that upon the Tenant assigning the Lease to an
affiliated company any rights of renewal, rights of first offer, first
rights of refusal, including rights or options to lease additional space,
shall remain in full force and effect. No assigning, subletting or parting
with possession of the Leased Premises shall in any way relieve the Tenant
from the fulfilment of any obligations under the Lease.
11. No Representation
There arc no covenants, representations, agreements, 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.
12. Time of the Essence
Time shall be of the essence of this Offer and the transactions
contemplated herein, provided that the time for doing or completing any
matter herein may be amended by an agreement in writing signed by both
parties.
13. "As Is"
It is understood and agreed that the Tenant is leasing the Premises on an
"As Is" basis and may utilize all existing leasehold improvements at no
cost throughout the Lease or any renewals thereof.
14. Signage
The Tenant shall be permitted to install ground floor building standard
lobby signage. All costs in connection with the design, installation,
maintenance, repairs and removal will be the responsibility of the Tenant.
The Tenant shall be entitled to Building standard identification as set out
in the Lease.
15. Utilities & H.V.A.C.
The Landlord shall provide, at the Tenant's expense, to the Leased Premises
the usual utilities of gas, water, hydro and sewage plus Heating,
Ventilation and Air Conditioning service (H.V.A.C.) as required by the
Tenant. The Landlord warrants that all base building systems are in proper
working conditions as of March 1st, 1999.
16. Parking
The Tenant shall be permitted to use up to 5 stalls of underground for the
building as designated by the Landlord. Parking shall be allocated at the
Building standard rates currently $35.00/stall/month.
17. Definitions
Unless defined herein all capitalized terms used herein shall have the same
meaning ascribed to them by the Lease.
18. Enurement
This Offer and the agreement resulting herefrom shall enure to and be
binding upon the parties hereto there, and their respective successors and
assigns.
19. Disclosure and Waiver by Agent
The Landlord and the Tenant acknowledge that in accordance with the Code of
Ethics of the Canadian Real Estate Association and the Toronto Real Estate
Board, X.X. Xxxxxxx Corporation Realty Ltd. (the "Agent") has disclosed
that it is representing the Tenant in the transaction described in this
Agreement and will be compensated by the Landlord.
The parties to this agreement acknowledge that X.X. Xxxxxxx Corporation
Realty Ltd has recommended that they obtain advice from their legal Counsel
prior to signing this document. The parties further acknowledge that the
information provided by X.X. Xxxxxxx Corporation Realty Ltd. is not to be
construed as expert legal or tax advice and the parties are cautioned not
to rely on any such information without seeking specific legal or tax
advice with respect to their unique circumstances.
20. Conditional Upon Tenant's Approval
This Offer to Lease is conditional for five (5) business days following
acceptance of both parties on the approval of the Tenant and its Board of
Directors, failing which at the Tenant's sole discretion and with written
notice to the Landlord, this Offer to Lease shall become null and void and
with no further force and effect.
21. Merger
The terms of this Offer shall be incorporated into the Lease, and this
Offer shall merge upon execution.
22. Facsimile Transmission
Acceptance of this Offer may be communicated by facsimile transmission of
an accepted Offer or by delivery of such facsimile without limiting other
methods of communicating acceptance available to the parties.
24. Deposit
A cheque for Three Thousand Five Hundred and Sixty Three Dollars and Eighty
Nine Cents ($3,563.89) (the Deposit) payable to X.X. Xxxxxxx Corporation
Realty Ltd., in Trust (the "Agent"), shall be delivered to the Agent by the
Tenant within five (5) business days of the satisfaction or waiver of all
conditions in this Offer to Lease and shall be applied equally against
payment of the first and last months rent due in accordance with the Terms
or this Offer to Sublease.
25. Time for Acceptance
This Offer shall be irrevocable and open for acceptance by the Tenant until
5:00 p.m. on the 3rd day of March, 1999, after which time, if not
accepted, this Offer shall be null and void and of no further force or
effect.
Dated at Richmond Hill this 2nd day of March, 1999.
IRONSIDE TECHNOLOGIES, INC.
(Tenant)
Per: /s/ Xxxx Xxxxxx
________________________________
Title: Controller
________________________________
ACCEPTANCE
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We hereby agree that the above correctly sets forth the terms of our agreement
and undertake to carry out the provisions thereof.
Dated at North York this ________ day of __________________, 1999.
XXXXX INVESTMENTS LIMITED, MAYVON INVESTMENTS LIMITED, BLACKHILL
DEVELOPMENTS LIMITED, X. XXXXXX INVESTMENTS LIMITED, ZUREIT HOLDINGS
LIMITED, ERINVIEW HOLDINGS LIMITED
(Landlord)
Per: /s/ [illegible]
______________________________
Title: [illegible]
______________________________
SCHEDULE A
000 XXXX XXXX
[MAP OF LEASING OFFICE]
