EXHIBIT 10.25
LEASE AGREEMENT
BETWEEN
RECYCLTECH LTD.
AS TENANT
AND
PIAMOSI BROS. CONSTRUCTION LTD.
AS LANDLORD
DATED this 9th day of October, 1996
INDUSTRIAL LEASE
TABLE OF CONTENTS
ARTICLE PAGE
1. Premises........................................................... 1
2. Definitions ....................................................... 2
3. Term .............................................................. 3
4. Basic Rent ........................................................ 4
5. Taxes ............................................................. 5
6. Operating Costs ................................................... 5
7. Tenant's Covenants ................................................ 6
(a) Pay Rent ....................................................... 6
(b) Utilities Charges .............................................. 6
(c) Maintenance & Repair ........................................... 6
(d) Acceptance of Premises ......................................... 6
(e) Entry by Landlord .............................................. 6
(f) Repair where Tenant at Fault ................................... 7
(g) Alteration ..................................................... 7
(h) Mortgages and Encumbrances ..................................... 7
(i) Mechanic's Liens ............................................... 7
(j) Overloading .................................................... 7
(k) Glass, Locks & Trimmings ....................................... 7
(l) Signs .......................................................... 8
(m) Surrender on Termination ....................................... 8
(n) Refuse & Garbage ............................................... 8
(o) Plumbing Fixtures .............................................. 8
(p) Water Heaters .................................................. 8
(q) Heating ........................................................ 8
(r) Service Contracts .............................................. 8
(s) Notice of Accidents ............................................ 9
(t) Outside Storage ................................................ 9
8. Use of Demised Premises ............................................ 9
(a) Use ............................................................ 9
(b) Observance of Laws ............................................. 9
(c) Exterior Walls ................................................. 9
(d) Waste and Nuisance ............................................. 9
(e) Overloading Systems ............................................ 9
(f) Rules and Regulations .......................................... 10
(g) Exhibiting Premises ............................................ 10
(h) Alteration of Facilities ....................................... 10
(i) Conservation of Emergy ......................................... 10
9. Quiet Enjoyment .................................................... 10
10. Insurance .......................................................... 10
11. Assignment ......................................................... 11
12. Fixtures ........................................................... 12
13. Damage or Destruction .............................................. 12
14. Injuries, Loss and Damage .......................................... 13
15. Insolvency ......................................................... 14
16. Intent of Lease .................................................... 14
17. Miscellaneous ...................................................... 14
18. Impossibility, Unavoidable Delays .................................. 14
19. Certificates ....................................................... 15
20. Distress ........................................................... 15
21. Re-Entry ........................................................... 15
22. Entry as Agent ..................................................... 15
23. Right of Termination ............................................... 15
24. Non-Waiver ......................................................... 15
25. Overholding ........................................................ 16
26. Landlord Performing Tenant's Convenants ............................ 16
27. Payments to Landlord ............................................... 16
28. Recovery of Adjustments ............................................ 16
TABLE OF CONTENTS
ARTICLE PAGE
29. Registration and Planning Act ...................................... 16
30. Mortgages .......................................................... 16
31. Evidence of Payments ............................................... 17
32. Assignment by Landlord ............................................. 17
33. Captions ........................................................... 17
34. Guarantee .......................................................... 17
35. Notice ............................................................. 18
36. Interpretation of Lease ............................................ 19
37. Time of the Essence ................................................ 19
38. Entire Agreement ................................................... 19
39. Effect of Lease .................................................... 19
40. Law ................................................................ 20
Schedules
Schedule A
THIS INDENTURE made this day of 19
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN: PIAMOSI BROS. CONSTRUCTION, LTD.
Hereinafter called the "Landlord",
OF THE FIRST PART
- and -
RECYCLTECH, LTD.
Hereinafter called the "Tenant"
OF THE SECOND PART
WITNESSETH:
Premises 1. THAT in consideration of the rents, covenants and agreements
hereinafter reserved and contained on the part of the Tenant
to be paid, observed and performed, the Landlord does demise
and lease unto the Tenant that designated portion of the
building or the entire building (whichever the case may be)
containing approximately ______ square feet (the "Premises")
upon the lands and premises situate, lying and being in the
City of North York, in the _________________ in the Province
of Ontatio and municipally known as 000 Xxxxxxxxx Xxxxx
including the right at all times to the common use of the
driveway areas and the right to park not more than five (5)
cars subject to the provisions of this Lease and to any
rules and regulations prescribed by the Landlord in
connection with such common areas.
ARTICLE 2
Definitions 2. FOR the purposes of this Lease:
(a) "Additional Rent" means all amounts payable by the
Tenant under the terms of this Lease, whether payable to the
Landlord or otherwise, over and above Basic Rent.
(b) "Basic Rent" means those amounts set out as Basic Rent
in Article 4 of this Lease:
(c) "Basic Rent Adjustment." The Basic Rent herein set
forth is calculated on the basis of the area of the Premises
being 3472 square feet plus the Proportionate Share of the
service areas of _______ square feet at the Basic Rent of
$10,416.00 DOLLARS ($3.00) per square foot.
When the Premises have been completed the exact measurements of
the Premises shall be taken by the Landlord's Architect and in
the event that the Premises are found to have an area either more
or less than the area referred to above, then the Basic Rent
shall be adjusted upwards or downwards accordingly at the said
rate. A Certificate prepared by the Landlord's Architects
certifying the areas shall be conclusive and binding on the
Tenant.
(d) "Building means the building located on the land in
which the Premises are located.
(e) "Capital Tax" means the tax or excise imposed upon the
Landlord which is measured by or based in whole or in part upon
the capital employed by the Landlord as at the date of the
substantial completion of construction of the Buildings, imputed
as if the Buildings were the only real property of the Landlord
and includes the amount of any capital or other place of
business tax levied by the Provincial Government or other
applicable taxing authority against the Landlord with respect to
the building.
(g) "Landlord's Architect" means a qualified architect,
engineer or Ontario Land Surveyor from time to time chosen by the
Landlord.
(h) "Lease" means this Lease and any alterations from time
to time made to this Lease in accordance with the provisions
herein set out.
(i) "Operating Costs" means the total costs, expenses or
amounts incurred, whether by the Landlord or others on behalf of
the Landlord in connection with the complete maintenance,
operation, management and repair of the lands and Buildings and
all components thereof including structural repair, roof
repairs and replacements not to exceed $300 per year. Such costs,
expenses and amounts shall include, without limiting the
generality of the foregoing, all expenditures made by the
Landlord in an effort to promote energy conservation, the cost of
electricity including lighting, not otherwise paid by the Tenant
hereunder, the cost of snow, ice and refuse clearance and
removal, gardening, landscaping and window cleaning, repaving,
line painting, lighting signs, sanitary control, cleaning and
maintenance of the exterior face of outside walls, the cost of
all Insurance (including, "all risks", loss of rental income,
general liability and boiler insurance), accounting costs
incurred in connection with preparation of statements and
opinions for tenants, the cost of providing security services,
the cost of consultants retained with intent of reducing costs,
business taxes and real property taxes including local
improvement rates applicable to the parking areas, entrance area,
driveways, walkways, lawns and other service areas; amounts paid
on service contracts, the amount of all salaries, wages and
benefits paid to or on half of on-site persons engaged in
cleaning, supervision, maintenance, operation, management and
repair, plus an administrative fee equal to fifteen percent (15%)
of the total of the aforesaid costs, expenses and amounts.
Any report of the Landlord's chartered accountant or other
licensed public accountant appointed by the Landlord shall be
conclusive as to the amount of Operating Costs for any period to
which such report relates.
Operating Costs shall not include interest on Landlord's debt or
capital retirement of debt, depreciation of all capital and
equipment, capital taxes, loss of rental income
insurance.
(j) "Proportionate Share" means that fraction having as
its numerator the area of the Premises, and having as its
denominator the area of all Buildings, (by outside measurements).
The area of the Premises shall be measured and determined by
outside measurements, provided that in the event that the
Premises are a part of a Building, the outside walls to the
centre of partitions which separate the Premises from adjoining
premises or service areas shall be used for determining area of
the Premises.
(k) "Taxes" means all taxes, rates, duties, levies and
assessments whatsoever whether municipal, parliamentary or
otherwise, levied, charged or assessed upon the lands and
Buildings or upon any part or parts thereof and all improvements
now and hereafter erected or placed on the Premises, or charged
against the Landlord on account thereof, including local
improvement charges but excluding any taxes such as corporate,
income, profit and excess profit taxes assessed upon the income
of the Landlord. In addition to the foregoing, Taxes shall
include any and all taxes, charges, levies, or assessments which
may in the future be levied, charged or assessed in lieu therof
or in addition thereto. Taxes shall also include all costs and
expenses incurred by the Landlord in obtaining or attempting to
obtain a reduction or prevent an increase in the amount of such
Taxes.
(l) "Term" means that term set out in Article 3 of this
Lease or as such Term may be altered, extended or reduced
in accordance with the provisions of this Lease.
(m) "Year" means each calendar year, the whole or part of
which is included within the Term.
ARTICLE 3
Term 3. TO HAVE AND HOLD the Premises for and during the term of
two (2) years, to be computed from and inclusive of the 1st day
of December, 1996, and from thenceforth next ensuing and fully
to be complete and ended on the 30th day of November, 1998.
Provided that if the Premises are not ready for occupation by
the Tenant on the date hereinbefore stipulated, the rent shall
xxxxx and shall not accrue nor be payable until the Premises are
ready for occupation by the Tenant.
A Certificate by the Landlord's Architect certifying that the
Premises are ready for occupation shall be conclusive and binding
upon the Tenant.
ARTICLE 4
Basic Rent 4. (a) YIELDING AND PAYING therefor yearly and every year
during the Term unto the Landlord as Basic Rent for the Premises
without set-off, deductions or defalcation whatever in lawful
money of Canada:
(b) The aforesaid sums referred to in Article 4 (a) hereof
shall be paid in equal monthly instalments in advance, on the
first day of each month during the term, to the Landlord at the
address hereinafter designated or at such other place as the
Landlord shall designate, the first of such payments to be made
on the first day of December, 1996. If the date upon the
which the Premises are ready for occupation by the Tenant is on
a date other than the first day of a month, the Term shall
commence on the first day of the month following, and the rent
for the fraction of the month shall be adjusted pro rata.
(c) The Tenant covenants and agrees that the Landlord may,
at its option apply all sums received from the Tenant to any
rent or other amounts payable hereunder in such order as the
Landlord sees fit.
(d) The Landlord acknowledges receipt of the sum of three
thousand, two hundred thirty eight .27 DOLLARS ($3238.27),
which is to be held by the Landlord and applied as follows:
(i)
DOLLARS ($3238.27),
as Basic Rent for the first and last months of the term hereby
created:
(ii)
DOLLARS ($0),
not to be applied on account of rent but to be held by the
Landlord as security for the full and faithful performance by the
Tenant of all the agreements, terms, covenants and conditions
herein set forth and applied against expenses or other costs or
damages and not as penalty, upon forfeiture, default or early
termination by the Tenant without prejudice to any further claims
by the Landlord for damages and any remedy of recovery thereof.
In the event the Tenant carries out the terms and conditions of
this Lease, the Tenant shall, after vacating the Premises be
entitled to the return of its deposit less any deductions made
in respect of any default of the Tenant.
ARTICLE 5
Taxes 5. (a) The Tenant covenants and agrees to pay all Taxes,
rates, charges, licenses, duties and assessments whatsoever
whether municipal, provincial, federal or otherwise now or
hereafter charges, assessed, levied or imposed in respect of any
personal property, fixtures, business or other activity carried
out upon or in connection with the Premises.
(b) If the Premises are not separately assessed by the
relevant taxing authorities, then the aforesaid taxes shall be
apportioned by the Landlord to the end that there shall be
attributed to the Premises its Proportionate Share of such
Taxes, and such amount or amounts shall be payable by the Tenant
to the Landlord forthwith upon demand as additional rent.
(c) If the Tenant or any person occupying the Premises
or any part thereof shall elect to have the Premises, or any
part thereof, assessed for separate school taxes, then the
Tenant agrees to pay the amount, if any, by which the separate
school taxes exceed the amount which should have been payable
as school taxes had such election not been made.
(d) If the taxes in respect of the Building in or upon
which the Premises are situate, or any part thereof, shall be
increased by reason of any installations made in or upon, or
any alterations made in or to the Premises by the Tenant, the
Tenant agrees to pay the amount of such increase.
(e) The Tenant upon request of the Landlord will promptly
display to the Landlord all paid bills for taxes which bills
after inspection by the Landlord, shall be returned to the
Tenant in the event that the Tenant is billed directly.
(f) The Tenant covenants and agrees to pay to the Landlord
monthly, on the date for payment of monthly rental instalments,
as Additional Rent, during the first nine (9) months of the Year,
an amount equal to one ninth (1/9th) of the amount estimated by
the Landlord to be the amount of the Taxes for such Year. The
Landlord shall be entitled subsequently during each Year, upon at
lease fifteen (15) days notice to the Tenant, to revise its
estimate of the amount of Taxes and the said monthly instalment
shall be revised accordingly. All amounts received under this
provision in any Year on account of the estimated amount of the
Taxes shall be applied in reduction of the actual amount of the
Taxes for such Year. If the amount received is less than the
actual Taxes, the Tenant shall pay any deficiency to the Landlord
as additional rent within fifteen (15) days following receipt by
the Tenant of notice of the amount of such deficiency. If the
amount received is greater than the actual Taxes, the Landlord
shall either refund the excess to the Tenant as soon as possible
after the end of the Year in respect of which such payments were
made, or at the Landlord's option, shall apply such excess
against any amounts owing or becoming due to the Landlord by the
Tenant.
(g) If the Term of this Lease commences or ends on any day
other than the first or last day, respectively, of a Year, the
Tenant shall be liable only for the portion of the Taxes for
such Year as falls within the Term.
ARTICLE 6
Operating 6. (a) The Tenant covenants and agrees to pay its
Costs Porportionate Share of the Operating Costs.
(b) The Landlord shall be entitled at any time or times in
any Year, upon at least fifteen (15) days notice to the Tenant,
to require the Tenant to pay to the Landlord monthly, on the date
for payment of monthly rental instalments, as Additional Rent, an
amount equal to one-twelfth (1/12th) of the amount estimated by
the landlord to be the amount of the Operating Costs for such
year. The Landlord shall be entitled subsequently during such
Year, upon at least fifteen (15) days notice to the Tenant, to
revise its estimate of the amount of the Operating Costs and the
said monthly instalment shall be revised accordingly. All amounts
received under this provision in any Year on account of the
estimated amount of Operating Costs shall be applied in reduction
of the actual amount of Operating Costs for such Year. If the
amount received is less than the actual Operating Costs for such
Year, the Tenant shall pay any deficiency to the Landlord as
Additional Rent within fifteen (15) days following receipt by
the Tenant of notice of any amount of such deficiency. If the
amount received is greater that the actual Operating Costs, the
Landlord shall either refund the excess to the Tenant as soon as
possible after the end of the Year in respect of which such
payments are made, or at the Landlord's option, shall apply such
excess against any amounts owing or becoming due to the
Landlord by the Tenant.
ARTICLE 7
Tenant's
Covenants
Pay Rent 7. (a) The Tenant Covenants to pay Basic Rent and Additional
Rent in the manner and at the times herein reserved.
Utilities (b) The Tenant shall pay as the same become due
Charges respectively all charges for public utilities, which, without
limiting the generality of the foregoing, shall include water,
gas, heat, electrical power or energy, steam or hot water used
upon or in respect of the Premises and for fittings, machinery,
apparatus, meters or other things leased in respect thereof and
for all work or services performed by any corporation or
commission in connection with such public utilities. In no event
shall the Landlord be liable for any injury to the Tenant, its
servants, agents, employees, customers and invitees or to any
property of any other person, firm or corporation on or about the
Premises caused by an interruption or failure in the supply of
any such utilities to the Premises. In the event separate utility
meters are not supplied and the utility xxxx or bills are
rendered directly to the Landlord, the Landlord, in consultation
with its engineer, shall estimate the amount of such utility
used by the Tenant and the same shall be payable to the Landlord
forthwith upon demand as Additional Rent. The estimate of the
Landlord's engineer, with regard to the use of any utility
service, shall be final and binding on the parties hereto. In
the event of any abnormal consumption of water, either by reason
of the character of the business carried on by the Tenant or by
the use of mechanical or other contrivances, the Tenant shall
install a water meter at its own expense and shall pay as
additional rent for the excess water consumed on the said
premises, payment for such excess to be made to the Landlord
monthly on the basis for the estimated charges, which shall be
adjusted semi-annually. The Tenant further undertakes and agrees
not to bypass the aforesaid water meter.
Maintanance (c) The Tenant, at its own expense, shall maintain and
Repair keep the Premises and every part thereof in a clean and sanitary
condition and in accordance with all laws, directions, rules and
regulations of the governmental agencies having jurisdiction and
will keep the Premises (including the interior faces of the
exterior walls and all permitted signs) and every part thereof in
good order and repair and painted or otherwise presentable and
will maintain in good order and operating condition all services
and plumbing equipment installed in the Premises, including
heating units and water and sewage pipes, all as a prudent tenant
would do save and except for reasonable wear and tear, and costs
due to: a) the Landlord's default; b) any act, omission or
negligence of the Landlord or anyone for whom it is in law
responsible; c) structural defects or weakness or original faulty
construction; and d) repair or replacement to the structure of
the Premises and/or the Building.
Any repair or replacement obligations which are not specifically
set out herein as the Tenant's responsibility shall be performed
by the Landlord at its sole cost and risk.
Acceptance (d) The Tenant shall examine the Premises before
Premises taking possession hereunder and such taking of possession
shall be conclusive evidence as against the Landlord
that at the time thereof the Premises were in good order and
satisfactory condition and that all promises, representations and
undertakings by or binding upon the Landlord with respect to any
alteration, remodelling or decorating by the Landlord. The Tenant
acknowledges that the existing leasehold improvements, if any,
are acceptable and that the Tenant is taking possession of the
Premises as is.
Entry by (e) The Landlord may enter and view the state of repair,
Landlord and the Tenant will upon the request of the Landlord acting
reasonably repair according to notice in writing provided
however, that if the tenant fails to repair within a reasonable
period of time and it shall be lawful for the Landlord and its
agents, contractors, servants, and employees to enter into and
upon the Premises and have the same repaired in proper manner and
to render a reasonable account for such repairs to the Tenant and
demand payment for same as Additional Rent.
Repair Where (f) If any part of the Buildings, including the Premises
Tenant at and other areas of the Buildings of which the Tenant has
Fault exclusive use, boilers, engines, pipes and other apparatus (or
any of them) used for the purpose of heating or air-conditioning
the Buildings, or if the water pipes, drainage pipes, electric
lighting or other equipment of the Buildings or the roof or
outside walls of the Buildings get out of repair or become
damaged or destroyed through the negligence, carelessness or
misuse by the Tenant, its servants, agents, employees or anyone
permitted by it to be in the Buildings stopping up or injuring
the heating apparatus, elevators, water pipes, drainage pipes or
other equipment or part of the Buildings, the expense of the
necessary repairs, replacements or alterations shall be borne by
the Tenant who shall pay the same to the Landlord forthwith on
demand.
Alteration (g) The Tenant will not, without the prior written consent
of the Landlord, make or erect in or to the Premises any
installations, alterations, additions, partitions, repairs or
improvements, or do anything which might affect the proper
operation of the electrical, lighting, heating, ventilating,
air-conditioning, sprinkler, fire protection or other systems.
The Tenant's request for consent shall be in writing and
accompanied by an adequate description of the contemplated work,
and where appropriate, working drawings and specifications
therefor. The Landlord's reasonable cost of having its
architects, engineers or others examine such drawings and
specifications shall be payable by the Tenant upon demand as
Additional Rent. The Landlord may require that any or all work to
be done hereunder be done by contractors or workmen engaged by
the Tenant but first approved by the Landlord, and all work shall
be performed in accordance with all laws and any reasonable
conditions or regulations imposed by the Landlord and completed
in a good and workmanlike manner and with reasonable diligence
in accordance with the approvals given by the Landlord. Any
connections of apparatus to the electrical system, plumbing
lines, or heating, ventilating or air-conditioning systems shall
be deemed to be an alteration within the meaning of this
paragraph. The Tenant shall, at its own cost and before
commencement of any work, obtain all necessary building or other
permits and keep same in force.
Mortgages & (h) The Tenant shall not create any mortgage, conditional
Encumbrances sale agreement, or other encumbrance in respect of its leasehold
improvements or trade fixtures nor mortgage or other encumbrance
of this Lease.
Mechanic's (i) The Tenant covenants to pay promptly all its
Liens contractors and materialmen and shall do any and all things
necessary to minimize the possibility of a lien attaching to the
Premises or to any part of the building and, should any such
lien be made or filed, the Tenant shall discharge the same
forthwith (after notice thereof is given to the Tenant), at the
Tenant's expense. In the event the Tenant shall fail to cause any
such lien to be discharged, as aforesaid, then, in addition to
any other right or remedy of the Landlord, the Landlord may, but
it shall not be so obligated, discharge same by paying the amount
claimed to be due into Court or directly to any such lien
claimant and the amount so paid by the Landlord and all costs
and expenses, including solicitors' fees (on a solicitor and his
client basis), incurred herein for the discharge of such lien
shall be due and payable by the Tenant to the Landlord as
Additional Rent on demand.
Overloading (j) The Tenant covenants that it will not bring upon the
Premises or any part thereof any machinery, equipment, article or
thing that, by reason of its weight, size of operation, might
damage the Premises and will not any time overload the floors or
roof of the Premises and that if any damage is caused to the
Premises by any machinery, equipment, article or thing or by
overloading or by any act, neglect or misuse on the part of the
Tenant, or any of its servants, agents or employees or any
person having business with the Tenant, the Tenant will forthwith
pay to the Landlord the cost of making good the same, and that
any breach of this subparagraph shall be deemed to be a violation
of the within Lease and the Landlord may, at its option, cancel
the remainder of the Term upon giving the Tenant fifteen (15)
days notice in writing of its intention so to do.
Glass, (k) The Tenant covenants that all glass, locks and
Locks & trimmings, in or upon the doors or windows of the Premises, shall
Trimmings be kept whole. Whenever any part thereof shall become broken,
the same shall be replaced or repaired immediately with a type
or quality equivalent to the original installation and such
replacement and/or repair shall be carried out by the Tenant at
its expense.
Assigns (l) The Tenant covenants and agrees not to paint, fix,
display, or cause to be painted, fixed or displayed any sign,
picture, advertisement, notice, lettering or decoration on any
part of the exterior of the Premises without in each instance
the prior written approval of the Landlord. All signs erected
by the Tenant with the Landlord's approval, as aforesaid, shall
nevertheless be of uniform size, lettering and location as the
signs of all other tenants in the Building. Any such signs or
other advertising material, as aforesaid, shall be removed by
the Tenant at the termination of this Lease and the Tenant shall
promptly repair any and all damage caused by such removal.
Provided, if the Landlord shall, in its sole discretion, desire
to establish a uniform sign policy for the tenants of the
Building, then the Tenant acknowledges and agrees that the
Landlord, at its option, shall be entitled to erect all signs or
other advertising material in or on the Building advertising the
respective tenant's business operations therein (including the
Tenant named herein). The cost of such signs and the installation
and erection thereof shall be borne by the Tenant and shall be
payable forthwith on demand. Any such sign shall be erected in
strict conformance with municipal regulations, requirements and
by-laws in existence from time to time.
Surrender on (m) Upon the expiration or sooner termination of the
Termination tenancy hereby created the Tenant covenants:
(i) to surrender the Premises in the same condition
as the Premises were in upon delivery of possession thereto under
this Lease, reasonable wear and tear, damage by fire, lightning,
tempest or other casualty not due to the negligence of the
Tenant, its servants, agents or employees only excepted;
(ii) to surrender all keys for the Premises to the
Landlord at the place then fixed for payment of rent and to
inform the Landlord of all combinations on locks, safes and
vaults, if any, in the Premises.
If at the end of the term hereof, or any renewals thereof, the
Tenant vacates the Premises and leaves any goods or fixtures
or any of its property whatsoever on the Premises, the Landlord
shall have no obligation to look after such goods, fixtures or
property and may sell or destroy the same, without the Tenant
receiving any compensation therefor, or have them removed and/or
stored at the expense of the Tenant or dispose of the same in
any other manner whatsoever as may be determined by the
Landlord in its sole discretion.
Refuse & (n) The Tenant agrees that it will not allow any waste,
Garbage refuse, garbage, ashes or other loose or objectionable material
to accumulate in or about the Premises and will provide covered
metal receptacles for the same and will at all times keep the
Premises in clean and wholesome condition, and shall immediately
before the termination of the Term hereby granted, wash the
floors, windows, walls and woodwork of the Premises. The Tenant
further covanants that at the time of termination of the tenancy
it will leave the Premises in a clean and tidy condition.
Plumbing (o) The plumbing fixtures shall not be used for any other
Fixtures purpose than that for which they were constructed and no foreign
substances 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, licencees or
invitees shall have caused it.
Water (p) In the event that the Tenant shall require a hot water
Heaters heater or heaters, the Tenant agrees to lease same from
Consumers Gas Company or Ontario Hydro and to pay all charges as
same become due for rental or work services required in
connection with the said hot water heater or heaters.
Heating (q) The Tenant covenants and agrees to heat the Premises
at its own expenses to a reasonable temperature to prevent the
occurance of any damage to the Premises and/or the Buildings
of which the Premises forms a part, by cold or frost.
Service (r) The Tenant covenants and agrees to take out a standard
Contracts servicing contract with a capable company for the service and
maintenance of heating units and furnaces and air conditioning
equipment in the Premises, such contract to include the monthly
cleaning of exchangers and the replacement of filters, and to
keep such contract in force for the Term of the within Lease or
any renewal thereof. The Tenant agrees to provide the Landlord
with a copy of the aforesaid servicing contract.
Notice of (s) The Tenant shall give the Landlord prompt written
Accidents notice of any accident to or any defect in the plumbing, water
pipes, heating and/or air conditioning and heating apparatus,
electrical equipment, conduits or wires, or of any damage or
injury to the Premises or any part thereof however caused;
provided that nothing herein shall be construed so as to require
repairs to be made by the Landlord except as expressly provided
in this Lease.
Outside (t) The Tenant agrees that it will not store any goods
Storage or matter of any kind whatsoever outside the Premises without
the express written consent of the Landlord first had and
obtained.
ARTICLE 8
Use of
Demised
Premises
Use 8. (a) The Tenant covenants and agrees that the Premises shall
be used and occupied for the purposes of _______________________,
and for no other purpose or purposes whatsoever, save for those
additional uses to which the Landlord, in its sole and absolute
discretion, consents in writing.
Observance (b) The Tenant shall comply promptly with and conform
of Laws to the requirements of all applicable statutes, by-laws, laws,
regulations, ordinances and orders from time to time or at any
time in force during the Term of this Lease and affecting the
condition, equipment, maintenance, use or occupation of the
Premises or fire insurance company by which the Landlord and the
Tenant or either of them may be insured at any time during the
Term hereof, and, in the event of the default of the Tenant under
the provisions of this subclause, which the Tenant upon
receiving written notice, fails to care, the Landlord may itself
comply with any such requirement as aforesaid and the Tenant
will forthwith pay all costs and expenses incurred by the
Landlord in this regard and the Tenant agrees that all such costs
and expenses shall be recoverable by the Landlord as if the same
were Additional Rent reserved and in arrears under this Lease.
Exterior (c) The Tenant covenants that it will not erect on, fix
Wall or fasten to the roof or to the outside walls of the Premises
any television or radio antenna, sign, fixture or attachment of
any kind whatsoever without first receiving the Landlord's
written consent thereto, which consent shall not be unreasonably
withheld.
Waste and (d) The Tenant shall not do or suffer any waste or damage,
Nuisance disfiguration or injury to the Premises or the fixtures and
equipment thereof nor permit or suffer any overloading of the
floors thereof and shall not use or permit to be used any part
of the Premises for any dangerous, noxious or offensive trade or
business and shall not do anything or permit anything to be done
upon or about the Premises nor anything to be brought thereon
which may reasonably be deemed to be a nuisance, annoyance,
grievance, damage or disturbance to the occupiers or owners of
the Building and of adjacent lands or premises as the case may
be, and the Tenant shall take every reasonable precaution to
protect the Premises and the Building from danger of fire, water
damage or the elements.
Overloading (e) The Tenant shall not install or use any
Systems electrical or other equipment or electrical arrangement which may
overload the electrical or other service facilities unless it
does so with the express written consent to the Landlord and at
its own expense makes whatever changes are necessary to comply
with the reasonable and lawful requirements of the Landlord's
insurance underwriters and governmental authorities having
jurisdiction and in any event the Tenant shall make no changes
until it first submits plans and specifications to the Landlord
for its prior written approval which approval shall not be
unreasonably withheld.
Rules and (f) The Tenant covenants and agrees to observe and perform
Regulations all rules and regulations which may now or hereafter be
promulgated by the Landlord and all of such rules and regulations
now or hereafter in force shall be read as forming part of the
terms of this Lease as if the same were embodied herein.
Exhibiting (g) The Landlord or its agents and employees shall have
Premises the right at any time during business hours of the Tenant to
enter upon the Premises for the purpose of exhibiting same,
provided that the exercise of such rights shall not unreasonably
interfere with the Tenant's business.
PROVIDED that the Landlord shall have the right six (6)
months prior to the expiry of the term or the renewal term, as
the lease may be within six (6) months prior to the termination
of the said term or any renewal thereof to place upon the
Premises a notice of reasonable dimensions and reasonably placed
so as not to interfere with the Tenant's business, stating that
the Premises are to let; further provided that the Tenant will
not remove such notice or permit the same to be removed. The
Landlord and its agents and employees shall also be permitted to
enter upon the Premises within the aforesaid period to show the
same to prospective tenants.
Alteration of (h) (i) Notwithstanding anything herein contained to the
Facilities contrary, provided that the rights of the tenant as set out
herein are no way affected, the Landlord shall be entitled
to alter the building services or facilities, the location of
driveways, sidewalks, parking areas, gardens and landscaped areas
and to extend existing buildings or erect new buildings or
extend existing buildings above the leased premises or other
premises on the lands, so long as all municipal and other
governmental requirements are met.
(ii) The Tenant and employees, servants, agents and
contractors of the Tenant, shall park in those areas on the lands
designated by the Landlord as employee parking areas, if as and
when the Landlord so designates, and shall not park in any other
areas whatsoever.
ARTICLE 9
Quiet
Enjoyment 9. The Landlord covenants with the Tenant for quiet
enjoyment.
Insurance 10. (a) The Tenant shall, throughout the term of this Lease,
provide at its own expense and keep in force for the benefit of
the Landlord and Tenant the following insurance coverages
(i) General liability insurance, including tenant's
legal liability insurance, in respect of injury to or death of
one or more persons or property damage in an amount satisfactory
to the Landlord and in any event, in an amount not less than
TWO MILLION DOLLARS, ($2,000,000.00);
(ii) Insurance against loss or damage by fire in
respect of all improvements to the Premises and equipment
appuretnant thereto to the full replacement value of same and
containing the standard extended perils and endorsements; and
(iii) Any and all insurance considered necessary by
the Landlord acting reasonably as a prudent owner.
All insurance shall be effected with insurers in an amount and
upon terms and conditions satisfactory to the Landlord; all
insurance policies shall provide for thirty (30) days written
notice of cancellation, non-renewal or material change to the
Landlord. The Tenant shall promptly furnish to the Landlord
copies of insurance policies and other evidence satisfactory to
the Landlord as to such insurance and any renewals therof naming
Landlord and Landlord's mortgagee as co-insured. In the event
that the Tenant fails to insure as herein required or fails to
promptly furnish to the Landlord satisfactory evidence of such
insurance or the renewal thereof prior to its expiration, the
Landlord may from time to time effect such insurance for the
benefit of Tenant or Landlord or both of them and any premium
paid by the Landlord shall be recoverable by the Landlord as if
the same were Additional Rent reserved and in arrears.
(b) Neither the Tenant nor its officers, directors, agents,
servants, licencees or concessionaires, assignees or subtenants
shall bring onto the Premises nor do nor omit nor permit to be
done or omitted upon or about the Premises anything which shall
cause the rate of insurance upon the Premises or the Building or
any part thereof or its contents to be increased and, if the
said rate of insurance shall be increased by reason of the use
made of the Premises even though such use may be a permitted
use hereunder or by reason of anything done or omitted or
permitted to be done or omitted by the Tenant or its officers,
directors, agents, servants, licencees, concessionaires,
assignees or subtenants or by anyone permitted by the Tenant to
be upon the Premises, the Tenant shall pay to the Landlord
forthwith.
(c) If any policy of insurance upon the Building or any
part of the contents shall be cancelled or refused to be
renewed or granted by an insurer by reason of the use and
occupation of the Premises or any part thereof by the Tenant or
by any of its officers, directors, agents, servants, licensees,
concessionaires, assignees, subtenants or by anyone permitted
by the Tenant to be upon the Premises, the Tenant shall forthwith
upon demand remedy or rectify such use or occupation and if the
Tenant shall fail to do so forthwith the Landlord may, at its
option, terminate this Lease by leaving upon the Premises notice
in writing of such termination and the Tenant shall immediately
deliver up possession of the Premises to the Landlord and the
Landlord may re-enter and take possession of the Premises and the
Tenant shall thereupon pay all rent and any other payment for
which the Tenant is liable under this Lease apportioned to the
date of such termination together with all losses, damages or
costs of any kind arising out of the Tenant's breach of this
provision and/or the termination of this Lease under this
subclause.
(d) Neither the Tenant nor anyone claiming by, through
or under or on behalf of the Tenant shall have any claim, right
or action or right of subrogation against the Landlord for or
based upon any loss or damage to the Building or any property
therein or thereon caused by fire, explosion or other standard
extended coverage insurance perils save and except if any damage
occasioned by fire, explosion or other standard extended
coverage insurance perils results or arises from the negligent
act or omission of the Landlord or any person or persons for whom
the Landlord is in law responsible and the Tenant covenants and
agrees with the Landlord that any and all policies of insurance
providing coverage as aforesaid shall forthwith be endorsed with
a waiver of any and all subrogation rights which might otherwise
vest in the insurer of such policy or policies of insurance.
ARTICLE 11
Assignment 11. The Tenant will not assign, set over, transfer, sublet or
sublease or in any way deal with or part with the whole or any
part of the said Premises to any one for or during the whole or
any part of this Term without written consent first being
obtained from the Landlord, but such consent shall not be
unreasonably withheld or delayed.
PROVIDED, however, and it is made a condition to the giving
of such consent that:
(i) The Proposed assignee or sublessee of this Lease shall
agree in writing to assume and perform all of the
terms, covenants, conditions and agreements by this
Lease imposed upon the Tenant herein in a form to be
approved by the solicitor for the Landlord; and
(ii) In the event of an assignment consented to by the
Landlord, the Tenant shall nonetheless remain
responsible to the Landlord for the fulfillment of all
obligations created by this Lease; and
(iii)The Tenant shall pay the Landlord all reasonable legal
fees in connection with the assignment plus the sum of
One Hundred and Fifty Dollars, ($150.00);
For the purpose of this clause, any sale or other
disposition of whatsoever nature and kind and including the issue
of shares, merger or statutory amaigamation resulting in a change
in the beneficial ownership, whether directly or indirectly, of
the shares of the Tenant, or of any corporation which has de
facto control over the Tenant, either directly or by reason of
the holding of shares in any other corporation or corporations,
shall be deemed to be an assignment by the Tenant of this Lease.
ARTICLE 12
Fixtures 12. Provided that the Tenant may remove its fixtures and
chattels if and only if all rent and other charges due or to
become due are fully paid; provided further, however, that all
leasehold improvements, installations, additions, partitions and
fixtures (other than trade or tenant's fixtures in or upon the
Premises, which term shall in no case include any heating,
ventilating and air conditioning equipment or other building
services or carpeting) whether placed there by the Tenant or the
Landlord shall be the Landlord's property upon the termination of
this Lease without compensation therefor to the Tenant and shall
not be removed from the Premises at any time during or after the
Term. Notwithstanding anything herein contained the Landlord
shall be under no obligation to replace, repair or maintain such
leasehold improvements, installations, additions, partitions, and
fixtures and the Landlord shall have the right upon the
termination of this Lease by effluxion of time or otherwise
within thirty (30) days thereafter to require the Tenant to
remove its leasehold improvements, installations, alterations,
partitions, and fixtures or anything in the nature thereof made
or installed by the Tenant and to make good any damage caused to
the Premises by such installation or removal.
ARTICLE 13
Damage or 13. (a) If the Premises or any portion thereof are damaged or
Construction destroyed by fire or by other casualty against which the Landlord
is insured, basic rent and additional rent shall xxxxx in
proportion to the area of that portion of the Premises which,
in the reasonable opinion of the Landlord, is thereby rendered
unfit for the purposes of the Tenant until the Premises are
repaired and rebuilt and the Landlord agrees that it will, with
reasonable diligence, repair and rebuild the Premises. The
Landlord's obligation to rebuild and restore the Premises shall
not include the obligation to rebuild, restore, replace or repair
any chattel, fixture, leasehold improvement,
installation, addition or partition in respect of which the
Tenant is to maintain insurance under Article 10 or any other
thing that is the property of the Tenant (in this clause
collectively called "Tenant's Improvements"); the Premises shall
be deemed restored and rebuilt and fit for the Tenant's purposes
when the Landlord's Architect certifies that they have been
substantially restored and rebuilt to the point where the Tenant
could occupy them for the purpose of rebuilding, restoring,
replacing or repairing the Tenants improvements; the issuance
of the certificate shall not relieve the Landlord of its
obligation to complete the rebuilding and restoration as
aforesaid, but the Tenant shall forthwith after issuance of the
certificate proceed to rebuild, restore, replace and repair
the Tenant's improvements.
(b) Notwithstanding Section (a) if the Premises or any
portion thereof are damaged or destroyed by any cause whatsoever
and cannot, in the reasonable opinion of the Landlord, be rebuilt
or made fit for the purposes of the Tenant as aforesaid within
ninety (90) days of the damage or destruction, the Landlord
instead of rebuilding or making the Premises fit for the Tenant
may, at its option, terminate this Lease by giving to the Tenant
within thirty (30) days after such damage or destruction notice
of termination and thereupon basic rent and additional rent and
any other payments for which the Tenant is liable under this
Lease shall be apportioned and paid to the date of such damage
and the Tenant shall immediately deliver up possession of the
Premises to the Landlord.
(c) Irrespective of whether the Premises or any portion
thereof are damaged or destroyed as aforesaid, in the event that
fifty percent (50%) or more, as determined by the Landlord, of
the Building, is damaged or destroyed by any cause whatsoever,
and if, in the reasonable opinion of the Landlord such area
cannot be rebuilt or made fit for the purposes of the Tenant
thereof within one hundred and eighty (180) days of such damage
or destruction, the Landlord may, at its option, terminate this
lease by giving to the Tenant within thirty (30) days after such
damage, notice of termination requiring vacant possession of the
Premises sixty (60) days after delivery of the notice of
termination and thereupon basic rent and additional rent and any
other payments for which the Tenant is liable under this Lease
shall be apportioned and paid up to the date on which vacant
possession is given and the Tenant shall deliver up posession of
of the Premises to the Landlord in accordance with such notice
of termination.
(d) Notwithstanding the provisions of Sections (a), (b) and
(c) hereof, in the event of damage or destruction occurring by
reason of any cause in respect of which proceeds of insurance are
substantially insufficient to pay for the costs of rebuilding
or making fit the Building or the Premises or are not payable to
or received by the Landlord, or in the event that any mortgagee
or other person entitled thereto shall not consent to the payment
to the Landlord of the proceeds of any insurance policy for such
purpose, the Landlord may terminate this Lease on written notice,
notwithstanding anything to the contrary herein contained.
ARTICLE 14
Injuries, 14. Save and except if the losses (as hereinafter defined) are
Loss and caused, arise, or are a result of the acts, omissions or
Damage negligence of the Landlord or anyone for whom in law, it is
responsible. The Landlord shall not be responsible in any way for
any injury to any person (including death) or for any loss of or
damage to any property belonging to the Tenant or to other
persons from time to time attending the Premises while such
person or property is in or about the Premises, the Buildings, or
any areaways, parking areas, lawns, sidewalks, steps, truckways
or platforms in connection therewith, including without limiting
the foregoing, any loss of or damage to any property caused by
theft or breakage, or by stream, water, rain or snow or for any
loss or damage caused by or attributable to the condition or
arrangements of any electric or other wiring or for any damage
caused by smoke or anything done or omitted to be done by any
electric or other wiring or for any damage caused by smoke or
anything done or omitted to be done by any other tenant of
premises in the Building or for any other loss whatsoever with
respect to the Premises, or goods placed therein or any business
carried on therein (collectively the "Losses"),
ARTICLE 15
Solvency 15. Subject to any other rights or remedies available to the
Landlord, the Tenant covenants and agrees that if the Term hereby
granted or any of the goods and chattels of the Tenant on the
Premises shall be at any time during the Term hereof seized or
taken in execution or attachment by any creditor of the Tenant or
if the Tenant shall make an assignment for the benefit of
creditors or any bulk sale or becoming bankrupt or insolvent or
shall take the benefit of any Act now or hereafter in force for
bankrupt or insolvent debtors, or if a receiving order is made
against the Tenant, or if an order shall be made for the winding
up of the Tenant, or if the Tenant, or if the Premises shall,
without the consent of the Landlord, become and remain
substantially vacant or unused for a period of fifteen (15) days
or be used by any other persons than as such are entitled to use
them under the terms of this Lease, or if the Tenant assigns this
Lease or sublets the the Premises without the consent of the
Landlord or if the Tenant shall without the written consent of
the Landlord abandon or attempt to abandon the Premises or to
sell or to dispose of the goods or chattels of the Tenant out of
the ordinary course of business or to remove them or any of them
from the Premises so that there would not in the event of such
abandonment, sale or disposal be sufficient goods on the Premises
subject to distress to satisfy the rent above due or accruing
due, or if the Premises are used for a purpose other than that as
herein provided, then in every such case, the then current
month's rent and the next ensuing three months rent together with
all additional charges payable by the Tenant hereunder (to be
prorated as necessary) shall immediately become due and payable
and the Landlord may re-enter and take possession of the Premises
as though the Tenant or the servants of the Tenant or any other
occupant of the Premises were holding over after the expiration
of the term hereof, and the said Term shall, at the option of the
Landlord, forthwith become forfeited and determined, and in every
one of the cases above, such accelerated rent shall be
recoverable by the Landlord in the same manner as the rent hereby
reserved.
ARTICLE 16
Rent/ 16. This is a carefree lease and it is the mutual intention of
Lease of the parties hereto that the rentals herein provided to be
paid shall be net to the Landlord and clear of all taxes
(except Landlord's income and capital taxes), cost and charges
arising from or relating to the Premises and that the Tenant
shall save and except as set out herein, bear all costs of and be
responsible for all matters in relation to the operation,
maintenance and repair of the Premises save as otherwise provided
herein and shall pay all charges, impositions and expenses of
every nature and kind relating to the Premises together with the
Tenant's share of Operating Costs in accordance with the term
hereof.
ARTICLE 17
Miscellaneous 17. (a) The Tenant covenants that it will not oppose or cause
to be opposed any application for additions to the Buildings or
changes of zoning concerning the lands on which the Buildings
are situate, or any lands of the Landlord within a radius of
one (1) mile of the Buildings, which is instituted by the
Landlord provided the ability of the Tenant to use the Premises
for the purposes herein provided is not adversely affected
thereby. Upon the request of the Landlord, the Tenant shall
execute a suitable acknowledgement that it does not oppose any
such application.
(b) The Tenant acknowledges and agrees that,
notwithstanding any statutory right to the contrary, it shall
not object to a severance of the lands upon which the Buildings
are situate for lease or mortgage purposes of the registration
in priority to its interest of the common driveway agreement
for ingress and egress to and from the severed portions of the
lands upon which the Building is situate.
ARTICLE 18
Impossibility, 18. Whenever and to the extent the Landlord is unable to fulfill
Unavoidable or shall be delayed or restricted in the fulfillment of any
Delays obligation hereunder by reason of being unable to obtain the
material, goods, equipment, service, utility or labour required
to enable it to fulfil such obligation or by reason of any
statute, law, regulation, by-law or order or by reason of any
other cause beyond its reasonable control, whether of the same
nature as the foregoing or not, the Landlord shall be relieved
from the fulfillment of such obligation and the Tenant shall not
be entitled to compensation for any inconvenience, nuisance or
discomfort thereby occasioned. There shall be no deduction from
the rent or other moneys payable hereunder by reason of such
failure or cause.
ARTICLE 19
Certificates 19. The Tenant will at any time and from time to time, at no
cost to the Tenant, and 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
the Lease 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 instalment or otherwise, and other charges
hereunder have been paid, whether or not there is any existing
default on the part of the Landlord of which the Tenant has
notice, and any other information reasonably required.
ARTICLE 20
Distress 20. The Tenant waives and renounces the benefit of any present
or future statute taking away or limiting the Landlord's
right of distress, and covenants and agrees that notwithstanding
any such statute none of the goods and chattels of the Tenant
on the Premises at any time during the Term shall be exempt
from levy by distress for rent in arrears.
ARTICLE 21
Re-Entry 21. Proviso for re-entry by the said Landlord on non-payment
of rent or non-performance of covenants or performance
of any act prohibited hereunder in accordance with the terms
hereof.
ARTICLE 22
Entry as 22. The Tenant further covenants and agrees that on the Landlord
Tenant becoming entitled to re-enter upon the Premises under any of
the provisions of this Lease, the Landlord, in addition to all
other rights, shall have the right to enter the Premises as the
agent of the Tenant, either by force or otherwise, without being
liable for any prosecution therefor and to relet the Premises as
agent of the Tenant and to receive the rent therefor and as the
agent of the Tenant to take possession of any furniture or other
property on the Premises and to sell the same at public or
private sale without notice and to apply the proceeds of such
sale, and any rent derived from re-letting the Premises, upon
account of the rent under this Lease and the Tenant shall be
liable to the Landlord for the deficiency, if any, for the
remainder of the Term as if such re-entry had not been made, less
the actual amount received by the Landlord after such re-entry in
respect of any re-letting applicable to the remainder of the
Term. The Tenant shall also reimburse the Landlord for all
reasonable legal and other costs incurred as a result of such
re-entry or re-letting.
ARTICLE 23
Right of 23. The Tenant further covenants and agrees that on the Landlord
Termination becoming entitled to re-enter upon the Premises under any of the
provisions of this Lease, the Landlord, in addition to all other
rights, shall have the right to terminate forthwith this Lease
and Term by leaving upon the Premises notice in writing of its
intention so to do and thereupon rent and any other payments for
which the Tenant shall be computed, apportioned and paid in full
to the date of such termination of this Lease and the Tenant
shall immediately deliver up possession of the Premises to the
Landlord, and the Landlord may re-enter and take possession of
the same.
ARTICLE 24
Non-Waiver 24. No condoning, excusing or overlooking by the Landlord or
any default, breach or non-observance by the Tenant at any time
or times in respect of any covenant, proviso or condition herein
contained shall operate as a waiver of the Landlord's rights
hereunder in respect of any continuing or subsequent default,
breach or non-observance, or so as to defeat or affect in any
way the rights of the Landlord herein in respect of any such
continuing or subsequent default or breach, and no waiver shall
be inferred from or implied by anything done or omitted by the
Landlord save only express waiver in writing. All rights and
remedies of the Landlord in this Lease contained shall be
cumulative and not alternative.
ARTICLE 25
Overholding 25. If the Tenant shall continue to occupy all or part of the
Premises after the expiration of this Lease with the consent of
the Landlord, and without any further written agreement, the
Tenant shall be a monthly tenant at the Basic Rent payable and
otherwise on the same terms and conditions herein set out except
as to length of tenancy.
ARTICLE 26
Landlord 26. If the Tenant fails after receipt of written notice to
Performing perform or cause to be performed of the covenants or obligations
Tenant's of the Tenant herein, the Landlord shall have the right (but
Covenants shall not be obligated) to perform or cause to be performed and
to do or cause to be done such things as may be necessary or
incidental thereto (including without limiting the foregoing,
the right to make repairs, installations, erections and expend
moneys) and all payments, expenses, charges, fees and
disbursements incurred or paid by or on behalf of the Landlord
in respect thereof shall be paid by the Tenant to the Landlord
forthwith upon demand as Additional Rent.
ARTICLE 27
Payments to 27. All payments to be made by the Tenant under this Lease shall
Landlord be made at such place or places as the Landlord may designate
in writing and to the Landlord or to such agent of the Landlord
as the Landlord shall from time to time direct. The Tenant shall
pay the Landlord interest on all overdue rentals including Basic
Rent and Additional Rent or other amounts, all such interest to
be calculated from the date upon which the amount is first due
or demanded until actual payment thereof and at a rate of two
percent (2%) per annum in excess of the minimum lending rate to
prime commercial borrowers from time to time current at chartered
banks in the municipality in which the Building is situate.
ARTICLE 28
Recovery of 28. The Landlord shall have (in addition to any other right or
Adjustments remedy of the Landlord) the same rights and remedies in the
event of default by the Tenant in payment of any amount payable
by the Tenant hereunder, as the Landlord would have in the case
of default in payment of rent.
ARTICLE 29
Registration 29. (a) The Tenant covenants and agrees with the Landlord that
Planning the Tenant will not register or record this Lease or Notice
thereof against the title to the Premises except in the form
which shall be acceptable to the Landlord and which shall be
executed by the Landlord and Tenant prior to registration.
(b) Where applicable, this Lease shall be subject to the
condition that it is effective only if The Planning Act is
complied with. Pending such compliance, the Term, and any renewal
periods, shall be deemed to be a total period of one (1) day less
than the maximum lease term permitted by law without such
compliance.
ARTICLE 30
Mortgages 30. At the option of the Landlord, this Lease shall be subject
and subordinate to any and all mortgages, charges and deeds of
trust, which may now or at any time hereafter affect the Premises
in whole or in part, or the Building whether or not any such
mortgage, charge or deed of trust affects only the Premises,
the Building or affects other premises as well. On request,
at any time and from time to time, of the Landlord or of the
mortgagee, chargee or trustee under any such mortgage, charge or
deed of trust, the Tenant shall promptly, at no cost to the
tenant or mortgagee, chargee or trustee:
(a) attorn to such mortgagee, chargee or trustee and become
its tenant of the Premises or the Tenant of the Premises of any
purchaser from such mortgagee, chargee or trustee in the event
of the exercise of any permitted power of sale contained in any
such mortgage, charge or deed of trust for the then unexpired
residue of the Term on the terms herein contained, and/or
(b) provided that no cost to the tenant the tenant is
granted a non-disturbance agreement upon reasonable terms and
conditions, postpone and subordinate this Lease to such mortgage,
charge or deed of trust to the intent that this Lease and all
right, title and interest of the Tenant in the Premises shall be
subject to the rights of such mortgagee, chargee or trustee as
fully as if such mortgage, charge or deed of trust had been
executed and registered and the money thereby secured had been
advanced before the execution of this Lease (and notwithstanding
any authority or consent of such mortgagee, or trustee, express
or implied to the making of this Lease).
(c) Any such attornment or postponement and subordination
shall extend to all renewals, modifications, consolidations,
replacements and extension of any such mortgage, charge or deed
of trust and every instrument supplemental or ancillary thereto
or in implementation thereof. The Tenant shall forthwith execute
any instruments of attornment or postponement and subordination
which may be so requested to give effect to this section.
ARTICLE 31
Evidence of 31. The Tenant agrees to produce to the Landlord upon request,
Payments satisfactory evidence of the due payment by the Tenant of all
payments required to be made by the Tenant under this Lease.
ARTICLE 32
Assignment 32. If the Landlord sells or leases the Premises or any part
of Landlord thereof, or assigns this Lease, it shall ensure that the
Purchaser or Assignee is responsible for compliance with the
covenants and obligations of the Landlord hereunder, and
provided said purchaser or assignee is bound, the Landlord
without further written agreement will be discharged and
relieved of liability under the said covenants and obligations.
ARTICLE 33
Captions 33. The captions appearing in this lease have been inserted as
a matter of convenience and for reference only and in no way
define, limit or enlarge the scope of meaning of this Lease nor
any of the Provisions hereof.
ARTICLE 35
Notice 35. (a) Any notice, request, statement or other document
pursuant to this Lease shall be in writing and shall be deemeed
to have been given if sent by registered prepaid post as follows:
TO THE LANDLORD
Mississauga, Ontario
or such other address as the Landlord shall notify the Tenant in
writing any time or from time to time;
TO THE TENANT: - at the Premises
and such notice shall be deemed to have been received by the
Landlord or the Tenant, as the case may be, on the fourth
business day after the date on which it shall have been so
mailed (in the event that there is an interruption of postal
service, the aforesaid period shall be extended for a period
equivalent to the period of interruption.
ARTICLE 40
Law 40. This Lease shall be goverened by and construed in accordance
with the laws of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have executed this Lease.
SIGNED, SEALED & DELIVERED
In the Presence of BY: __________________________________
Authorized Signing Officer
BY: __________________________________
Authorized Signing Officer
TENANT:
BY: __________________________________
Authorized Signing Officer
BY: __________________________________ C/S
Authorized Signing Officer
SCHEDULE "A" ATTACHED TO AND FORMING A PART OF THIS OFFER TO LEASE.
The Lessor, at its expense and prior to occupancy shall complete the following
work in a good and workmanlike manner:
1. Remove any wall anchors and fill in existing holes in wall and
re-paint;
2. Clean remainder of office walls and paint where necessary;
3. Erect a wall to create a private office with door in third office
area;
4. Patch a matching carpet strip in two most rear office areas;
5. Shampoo existing carpet
6. Create a man door opening to unit 473 Champagne from rear most
office area;
7. Leave warehouse in broom-swept condition;
8. Clean warehouse washroom;
9. Remove debris from rear shipping area;
10. Designate all non-policied parking spaces for tenant's use;
11. Repair hole in vestibule door.
The Lessor represents and warrants that all plumbing, lighting and heating, and
air conditioning and mechanicals in this unit are in good working order at the
time of occupancy.
The Lessor warrants that the Lessee shall not be responsible for the repair or
replacement of any major structural or mechanicals during the term of the Lease
unless directly caused by the Lessee's negligence.
The Lessee shall have vacant possession of the premises net Rent (Basic &
Additional Rent) free from signing of the Lease document and no later than
November 1, 1996 will lease commencement date of December 1, 1996 in order to
set up business.
SCHEDULE "A"
1. It is the desire of the Lessor to establish a uniform sign policy for
all of the lessees occupying the building within which the demised
premises are located and accordingly the Lessor will provide, at his
expense, a panel on the front wall of the demised premises in which
the lessee is to install its name. The lettering comprimising the
name shall be installed only by the sign contractor selected and
appointed by the lessor at the Lessee's expense, such lettering to be
of uniform size and colouring to be approved by the Lessor. Upon
termination of the lease said lettering shall be removed by the
Lessee and any damage caused by such removal shall be promptly
repaired by the Lessee to the satisfaction of the Lessor.
It is strictly understood and agreed that no other sign, picture,
advertisement or notice shall be displayed, inscribed or painted
or affixed on any other part of the exterior of the demised premises
or on the inside face of any windows.
The Lessor will also affix on the front wall of the demised premises
the address number of the demised premises, the cost of which is to
be paid by the Lessee.
2. It is also the desire of the Lessor to establish a uniform window
drapery policy for all of the Lessees occupying the building within
which the demised premises are located and accordingly, white vertical
P.V.C. blinds shall be installed on the front windows of the demised
premises by the contractor selected and appointed by the lessor at
the Lessee's expense.
3. The Lessee shall provide his own lighting and electrical recepticles
in the warehouse portion of the demised premises.
4. The Lessor shall not be responsible for any delays in having the
premises ready for occupancy.
5. This offer is conditional upon the Lessor approving the credit rating
of the Lessee and in the event that the Landlord does not approve
then the agreement shall be considered null and void.
6. No hazardous operations such as spray painting, dip tanks, use of
explosive gases, woodworking, or special processes using flammable
or combustible liquids.
No storage of combustible, flammable, or corrosive chemicals or
products.
No presses or stamping machines.
No automotive work.
No overnight parking.
No outside storage of any kind.
7. Garbage disposal is to be arranged through the Landlord at the
tenant's expense. Only a disposal contractor authorized by the
Landlord will be allowed on the property.
SCHEDULE OF RULES AND REGUL4TIONS FORMING PART OF THIS LEASE
The Tenant shall observe the following Rules and Regulations (as amended,
modified or supplemented from time to time by the Landlord as provided in
this Lease):
1. The sidewalks, entrances, elevators, stairways and corridors of the
building shall not be obstructed or used by the Tenant, his agents, servants,
contractors, invitees or employees for any purpose other than access to and
from the Pramises.
2. The floors, sky-lights and windows that reflect or admit light into
passageways or into any place in the building shall not be covered or
obstructed by the Tenant, and no awnings shall be put over any window.
3. The toilets, sinks, drains, washrooms and other water apparatus shall not
be used for any purpose other than those for which they were constructed, and
no sweepings, rubbish, rags, ashes or other substances, such as chemicals,
solvents, noxious liquids or pollutants shall be thrown therein, and any
damage resulting to them from misuse shall be borne by the Tenant by whom or
by whose employees, agents, servants, contractors or invitees the damage was
caused.
4. In the event that the Landlord provides and installs a Public Directory
Board inside the building, the Tenant's name shall be placed on the said
Board at the expense of the Tenant.
5. The Tenant shall not perform any acts or carry on any activity which may
damage the Premises or the common areas or be a nuisance to any other tenant.
6. No animals or birds shall be brought into the building or kept on the
Premises.
7. The Tenant shall not xxxx, drill into, bore or cut or in any way damage or
deface the walls, ceilings or floors of the Premises. No wires, pipes or
conduits shall be installed in the Premises without prior written approval of
the Landlord. No broadloom or carpeting shall be affixed to the Premises by
means of a non-soluble adhesive or similar products.
8. No one shall use the Premises for sleeping apartments or residential
purposes, for the storage of personal effects or articles other than those
required for business purposes, or for any illegal purpose.
9. The Tenant shall not use or permit the use of any objectionable
advertising medium such as, without limitation, loudspeakers, public address
systems, sound amplifiers, radio, broadcast or television apparatus within
the building which is in any manner audible or visible outside of the
Premises.
10. The Tenant must observe strict care not to allow windows to remain open
so as to admit rain or snow, or so as to interfere with the heating of the
building. The Tenant neglecting this rule will be responsible for any damage
caused to the property of other tenants, or to the property of the Landlord,
by such carelessness. The Tenant, when closing the Premises, shall close ail
windows and lock all doors.
11. The Tenant shall not without the express written consent of the Landlord,
place any additional locks upon any doors of the Premises and shall not
permit any dupilcate keys to be made, therefor; but shall use only additional
keys obtained from the Landlord, at: the expense of the Tenant, and shall
surrender to the Landlord on the termination of the Lease all keys of the
Premises.
12. No inflammable oils or other inflammable, toxic, dangerous or explosive
materials shall be kept or permitted to be kept in or on the Premises.
13. No bicycles or other vehicles shall be brought within the Premises or
upon the Landlord's property, including any lane or courtyard, unless
otherwise agreed in writing.
14. Nothing shall be placed on the outside of windows or projections of the
Premises. No air-conditioning equipment shall be placed at the windows of the
Premises without the consent in writing of the Landlord.
15. The moving of all heavy equipment and office equipment or furniture shall
occur only between 6:00 p.m. and 8:00 a.m. or any other time consented to by
the Landlord and the persons employed to move the same in and out of the
building must be acceptable to the Landlord. Safes and other heavy equipment
shall be moved through the Premises and common areas only upon steel bearing
plates. No deliveries requiring the use of an elevator for freight purposes
will be received into the building or carried in the elevators except during
hours approved by the Landlord.
16. The Landlord reserves the right to restrict the use of the building after
6:00 p.m.
17. Canvassing, soliciting and peddling in the building is prohibited.
18. The Tenant shall first obtain in writing the consent of the Landlord to
any alteration or modification to the electrical system in the Premises and
all such alterations and modifications shall be completed at the Tenant's
expense by an electrical contractor acceptable to the Landlord.
19. The Tenant shall first obtain in writing the consent of the Landlord
to the placement by the Tenant of any garbage containers or receptacles
outside the Premises or building.
20. The Tenant shall not install or erect on or about the Premises television
antennae, communications towers, satellite dishes or other such apparatus.
21. The Landlord shall have the right to make such other and further
reasonable rules and regulations and to alter, amend or cancel all rules
and regulations as in its judgement may from time to time be needed for the
safety, care and cleanliness of the building and for the preservation of
good order therein and the same shall be kept and observed by the Tenant,
his employees, agents, servants, contractors or invitees. The Landlord
may from time to time waive any of such rules and regulations as applied to
particular tenants and is not liable to the Tenant for breaches thereof by
other tenants.
