EXHIBIT 10.13
AGREEMENT TO LEASE
AGREEMENT made the 3rd Day of April, 2005
BETWEEN: FREE DA CONNECTIONS SERVICES CORP.
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, X.X.
X0X 008
(hereinafter called the "Tenant") OF THE FIRST PART
AND: COMMERCE COURT INTERNATIONAL HOLDINGS LTD.
#0000 - 00000 Xxxxxxxx Xxxxxxx
Xxxxxxxx, XX
X0X 3A I
(hereinafter called the "Landlord") OF THE SECOND PART
The tenant offers to lease from the Landlord the following space under the
following terms and conditions;
AREA AND LOCATION
The Premises being approximately 3838 square feet of Gross Leaseable Area, and
more particularly described as Xxxx #0000 - 00000 Xxxxxxxx Xxxxxxx, Xxxxxxxx, XX
and having a legal description of Xxxxxx Xxx 0, Xxxxxx Firstly; Phase Xxx Xxxxxx
Xxxx 0000 Xxxxxx Xxxx XX0000, Xxxxxxx 0, Xxxxx 0 Xxxxx, Xxxxx X Xxxx, NWD, PID
000-000-000 the "Leased Premises"). The Premises are noted in the attached
planned noted as Schedule "A."
PARKING
The tenant shall have the use of ten (10) general parking stalls, two (2) of
which will be reserved stalls.
USE OF PREMISES
The Leased Premises shall be used for no other purpose than that for which the
premises are hereby leased, namely: a general office for a software development
company. The Tenant guarantees that all odours relating to goods store in the
subject premises will be confined to the said premises. All work areas must be
installed and maintained in accordance with the rules and regulations of all
government and regulatory authorities having jurisdiction in this area
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LEASE TERM
The term of this lease shall be five (5) years; commencing on the 1st day of May
2005 and shall be fully completed and ended on the 30th day of April, 2010. The
Tenant shall be granted an option to renew this lease for one (1) additional
term of five (5) years The Tenant shall give the Landlord notice in writing, 180
days prior to the expiration of the term if it is their intention to renew the
lease.
FIXTURING PERIOD
For fixturing purposes, the Tenant shall have access to the Premise on April
19th, 2005. During this half (1/2) month period, the Tenant shall only be
obligated to pay for only it's proportionate share of Additional Rent.
BASIC RENT
(a) During the term of the Lease the annual basic rent shall be fifty-Seven
Thousand, Five Hundred and Seventy Dollars and Zero Cents ($57,570.00) plus
applicable taxes, payable in equal monthly installments of Four Thousand, Seven
Hundred and Ninety-Seven Dollars and Fifty Cents, ($4,797.50) monthly in
advance, on the 1st day of each and every month commencing on the 1st day of
May, 2005 until the 30th day of April. 2010
(b) During subsequent terms of the Lease, The basic rent shall be as arced
between the Landlord and the Tenant and limo agreement is reached thirty (30)
days prior to the commencing of such period, the annual basic rent shall be then
fair market rent as determined by the Arbitration Act of British Columbia
however in no event less than the annual basic rent specified for the first
period of the term.
(c) The Tenant hereby consents to the Landlord obtaining a credit report on the
Tenant and will supply the Landlord with all necessary information to obtain
these report.
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ADDITIONAL RENT
It is agreed and understood that the rant above specified shall be entirely
"net" to the Landlord. In addition to all direct expenses relating to the Leased
Premises, the Tenant shall be responsible, from the date of occupancy forward
through the whole term of the Lease, for the Tenant's pro rata share, hereafter
called additional rent, based upon the Gross Leaseable Area of the building, of
all taxes, levies, assessments, charges and expenses or outlays of any nature
whatsoever, in connection with or attributable to the Leased Premises (presently
estimated to be $8.82/sq. ft./annum). The estimate prorated shared share shall
be payable 1/12 monthly and adjusted semi-annually or annually. The Tenant is
not responsible for the Landlord's income taxes, mortgage, and other financing
costs or repair of structural defects. The Tenant shall be responsible, from the
date of occupancy forward through the whole term of the Lease, for the Tenant's
share of utilities such as heat, light, electricity and water and shall make
application for such utilities to he effective from the date of occupancy. The
Tenant shall pay its share of the estimated property taxes in equal pro-rate
amounts on monthly bases. The adjustment date for the calendar year property
taxes is on July 1st of each year. Two weeks prior to July 1st, the Tenant shall
pay the full amount of its share of the property taxes owing less what the
Tenant has already paid by way of its monthly property tax installments.
LEASEHOLD IMPROVEMENTS
The Premises are being leased "as is, were is". The Landlord will provide no new
Leasehold Improvements. The Landlord will provide the space in a clean state for
the Tenant. Likewise, the Landlord will make sure that the HVAC and light system
in the Unit a in good working order. If in the future any new Leasehold
Improvements are needed, the contractor for those Leasehold Improvements shall
be Westeron Construction (the "General Contractor").
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LEASE INDUCEMENT
As long as the tenant is not in default of any of it's covenants and pays it's
rent as prescribed and on time as noted in this Agreement, the Landlord shall
provide a Lease Inducement to the Tenant in the total amount of Sixty-Seven
Thousand, One Hundred & Sixty-Five Dollars and Zero Cents ($67,165.00). The
Lease inducement shall be applied as a basic rent rebate, which shall be spread
in equal monthly amounts over the entire lease term. The basic rent rebate will
be paid to the Tenant, monthly upon the timely payment of rent to the Landlord.
The monthly basic rent rebate equates to One Thousand, One Hundred and Nineteen
Dollars and Forty-One Cents ($1,119.41). If at anytime during the term of the
least the Tenant defaults on any of it's covenants or the payment of rent, then
the Landlord, as its sole discretion, reserves the right, after providing
written demand to the Tenant to cure the prescribed defaults in a timely
fashion, to discontinue paying to the Tenant the then remaining balance of the
Rent Inducement.
LANDLORD'S CONDITONS
This Agreement to Lease is subject to the following conditions precedent, all of
which are for the sole benefit of the Landlord:
(a) Subject to the Landlord, at their sole discretion, reviewing the Tenant
financial and credit worthiness.
(the "Landlord's Condition"). The Landlord's conditions will be removed or
waived by notice in writing from the Landlord to the Tenant within five (5)
business days of the Landlord's receipt of all necessary financial and credit
information received from the Tenant, such that, at the sole discretion of the
Landlord, a prudent financial and credit review can be completed on the Tenant,
failing which this Agreement to Lease will be null and void and of no force and
effect. In such event, the Agent is hereby irevocably directed by the Landlord
and the Tenant to forthwith repay the Deposit (as hereinafter defined) to the
Tenant without the need for any further consent, release or direction. The
Tenant acknowledges the receipt of Ten Dollars.
Upon the execution of this Agreement, the Landlord will provide the Tenant with
list of the necessary information needed in order to due the financial and
credit review on the Tenant.
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RULES AND REGULATIONS
The Tenant agrees to comply by the RULES AND REGULATIONS attached hereto as
Schedule "C." The Tenant acknowledges having received a copy of the proposed
additional rules and regulations for the project.
SIGNAGE
The tenant shall have the right to apply signage on the building at the sole
discretion of the Landlord. Such signage shall be in accordance with the signage
specifications attached hereto as Schedule "D". It is the Tenants' sole
responsibility to repair & maintain any and all signage placed on the building.
The cost of installing the signage is the sole responsibility of the Tenant. One
month prior to the end of the lease term, if the Tenant does not exercise the
option to renew the lease, the Tenant is to remove all building signage at its
sole cost and to repair all damage to the building caused by the installation or
removal of the signage. The Landlord at its option may require the Tenant to
provide a damage deposit for any building signage installed on the building.
SUBLETTING
The Land lord and Tenant agree that the Tenant may sublet all or part of the
Leased Premises. The Landlords written approval is required for any sublet; such
approval is not to be unreasonably withheld.
ENFORCEABLE CONTRACT
The Landlord and Tenant acknowledge and agree that upon acceptance of this
Agreement to Lease and delivery of confirmation in writing, this Agreement to
Lease shall become a binding and enforceable contract containing the entire
agreement between Landlord and Tenant and no representations or warranties made
or existing which are not herein contained shall be of effect.
FORM OF LEASE
If the Agreement to Lease is accepted, the Tenant agrees to execute and deliver
to the Landlord, within, ten (10) days of presentation, a Lease provided by the
Landlord, incorporating the relevant terms contained in this Agreement to Lease.
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ASSIGNMENTS
The assignment of this Agreement to Lease shall not be affected without the
expressed written permission to the Landlord; such permission not to be
unreasonably withheld.
SOLE AGREEMENT
There are no agreements, covenants, representations, warranties or conditions in
any way relating to the subject matter of this agreement expressed or implied,
collateral or otherwise, except as expressly set forth herein.
TIME OF THE ESSENCE
Time is of the essence of this Agreement to Lease with respect to the covenant
contained herein.
DEFINITION
Words defined in the Lease and used herein shall have the same meaning ascribed
to them by the Lease.
OFFER PROVISIONS
All provisions of this Agreement shall service the completion of this
transaction. In the event of any conflict between the terms of this Agreement
and the terms of the Least, the terms of the Lease shall prevail.
DISCLOSURE
The Landlord and Tenant acknowledge and agree that:
(a) in accordance with the Code of Ethics of the Canadian Real Estate
Association, Compass Point Real Estate Services inc., (the "Agent") has
disclosed that it is representing the Landlord and the Tenant in the transaction
described in this Agreement.
(b) The Agent, in order to accommodate the transaction described in this
Agreement, was and is entitled to pass any relevant information it received
front either party or from any other source to either parties as the Agent sees
fit, without being in conflict of its duties to either party, and
(c) The Landlord shall pay the commission and compensation due to the Agent
pursuant to the transaction described in this Agreement.
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DEPOSIT
The Tenant shall pay to the Agent, Compass Point Real Estate Services Inc.
within twenty four (24) hours, the sum of $15,224.07 plus $1,065.69 GST for a
total of $16,289.76 which shall be held as a security deposit for the premises
that are being leased
Deposit acknowledged by
-----------------------------------
Per the Agent
ACCEPTANCE
This Offer shall be irrevocable and open for acceptance until 3:00 PM PST on the
6th day of Apr 2004, after which time if not accepted is shall become null and
void.
DATED at the City of Richmond, Province of British Columbia, this 3rd day of
April, 2005
FREE DA CONNECTIONS SERVICES CORP
\s\ Xxxxx X. Xxxxxxxxx \s\
---------------------------- ----------------------------
Tenant Witness
We hereby accept this Agreement to Lease and agree to be bound by the terms and
conditions thereof.
DATED in Richmond, in the Province of British Columbia, this 4th day of April,
0000
XXXXXXXX XXXXX
INTERNATIONSL HOLDINGS, LTD.
\s\
---------------------------- ----------------------------
Landlord Witness
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