THIS LEASE dated the 8th DAY OF OCTOBER, 1996
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN:
FERDI INVESTMENTS COMPANY LIMITED, a Corporation
c/o The Xxxx Group Inc.
Mezzanine Level
00 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
(hereinafter called the "Landlord")
OF THE FIRST PART
- and -
NAVTECH SYSTEMS SUPPORT INC.
(hereinafter called the "Tenant")
OF THE SECOND PART
WITNESSETH that in consideration of the rents, covenants, conditions
and agreements hereinafter reserved and contained, the Landlord and the Tenant
covenant and agree as follows:
1. 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, and the Landlord shall have the same rights and remedies for recovery
thereof as it has in respect of Basic Rent reserved hereunder.
(b) "BASIC RENT" means those amounts set out as Basic Rent in Section 4 of
this Lease.
(c) "BUILDING" means the structure(s) and premises erected on the Lands of which
the Premises form part, in the City of Waterloo, municipally known as 000
Xxxxxxxx Xxxxxx Xxxx, including (where applicable) all outside areas, landscaped
areas, roadways and driveways, cul-de-sacs, tunnels and ramps, outside and
covered parking areas, existing or to be constructed from time to time in, under
or upon the Lands, and any additions, reductions, deletions, alterations,
substitutions and improvements made thereon or thereto from time to time.
(d) "LANDLORD'S ARCHITECT" means a qualified architect, engineer or Ontario Land
Surveyor from time to time chosen by the Landlord.
(e) "LANDS" means those lands and premises described in the legal description
annexed hereto as Schedule "A" on which the Building is located.
(f) "LEASE" means this lease and any amendments and alterations from time to
time made to this lease in accordance with the provisions herein set out.
(g) "NORMAL BUSINESS HOURS" means 8:30 a.m. to 6:00 p.m. Monday through
Friday (but excluding Saturdays, Sundays and holidays), as such hours may be
varied by the Landlord from time to time.
(h) "OPERATING COSTS" means the aggregate of all costs, expenses or amounts
incurred, whether by the Landlord or others on behalf of the Landlord, in
connection with the complete maintenance, operation, insurance, management and
repair of the Lands and the Building and all components thereof and all
improvements of the Landlord thereon or therein including, without limiting the
foregoing and without duplication: the costs of all repairs required for such
operation and maintenance; all costs in respect of any heating, ventilating and
air conditioning and fuel, energy and other costs of providing heat, ventilating
and air conditioning; all capital expenditures made by the Landlord in an effort
to promote energy conservation as set out in Section 8(x) of this Lease; the
cost of operating and maintaining elevators and escalators (if any); the cost of
providing hot and cold water; the cost of electricity including lighting not
otherwise charged to tenants; the cost of snow, ice and refuse clearance and
removal; landscape maintenance and window cleaning; the cost of all insurance
with respect to the Building, including "all risks" (including flood and
earthquake), boiler and machinery, liability and other casualties and loss of
rental income insurance, accounting costs incurred in connection with
preparation of statements and for tenants; the cost of providing security
services; the cost of all rental equipment and building supplies used by the
Landlord for all such operations and maintenance or any other purpose; amounts
paid on service contracts with respect to the Building; the amount of all
salaries, wages and benefits paid to or on behalf of persons engaged in
cleaning, supervision, maintenance, operation, management, and repair of the
Building; any business taxes which may be imposed on the Landlord by reason of
its operation of the Lands and Building or parts thereof, but not including any
business taxes for Rentable Area of the Building; any goods and services or
value-added taxes, charges or levied which may be imposed on or in connection
with any of the costs expenses or amounts set out in this subparagraph; and
management fees or charges of managing agents or Landlord's reasonable charges
in lieu thereof if the Landlord undertakes management of the Lands or Building,
which fees or charges in any Year shall not exceed five percent (5%) of the Base
Rent payable for such Year.
Operating Costs shall not include (i) interest on Landlord's debt, capital
retirement of debt, amounts directly chargeable to capital account, (ii)
commissions paid to agents or brokers in connection with the leasing of premises
in the Building, (iii) the cost of any structural repairs and replacements,
improvements, additions or alterations to the Building, (iv) Tenant's
improvements, (v) taxes where the Landlord is reimbursed, such as goods and
services tax, and (vi) any costs or any future costs associated with complying
with government regulations or any government laws including, without limiting
the generality of the foregoing, requiring handicapped accessibility and for
adherence to environmental standards including air quality requirements,
hazardous material or toxic substances.
(i) "PREMISES" means those portions of the Building as shown outlined in red on
the floor plans annexed hereto as Schedule "B", and being further designated as
containing APPROXIMATELY Eight Thousand (8,000) square feet (subject to exact
measurement as provided in Section 2), as outlined in Schedule "B" including any
heating, ventilating, air-conditioning and mechanical, sprinkler and electrical
equipment, machinery and installations, and water, gas, sewage, telephone and
other communications facilities and electric power services and utilities
comprised therein for the exclusive use thereof, but excluding the roof of,
structural sub-floor of and exterior walls and for greater certainty (excluding
doors, windows and interior services) of, such premises.
(j) "PROPORTIONATE SHARE" means that fraction having as its numerator the
Rentable Area of the Premises, and having its denominator the Rentable Area of
the Building, subject to the following adjustments. No deductions shall be made
for columns necessary to the Building.
(k) "RENTABLE AREA OF THE BUILDING" means the total of the Rentable Areas of all
premises leased or set aside from time to time by the Landlord for leasing in
the Building (including the Premises), calculated in the same manner as that
stipulated in subparagraph 1(d); such areas being as certified from time to time
by the Landlord's Architect.
(l) "RENTABLE AREA OF THE PREMISES" means the area of the Premises expressed in
square feet or square meters in a certificate prepared by the Landlord's
Architect, which certificate shall be conclusive and binding subject as herein
provided and shall be delivered to the Tenant on or after the commencement of
the Term, at which time any adjustment to the area that is required thereby
shall be made. The Rentable Area of the Premises shall be measured and
determined in accordance with the BOMA standards and provided the following is
not inconsistent therewith:
i) In the case of Premises occupying a whole floor, the Rentable Area of the
Premises shall be computed by measuring to the inside finish of permanent outer
building walls, or from the glass line where at least 50% of the outer building
wall is glass, but shall not include stairs, elevator shafts, stacks, pipe
shafts and vertical ducts with their enclosing walls. Washrooms, air
conditioning rooms, fan rooms, janitors' closets and electrical closets within
and exclusively primarily serving only that floor shall be included in the
Rentable Area of the Premises. No deductions shall be made for columns and
projections necessary to the Building.
ii) In the case of Premises occupying part of a floor, the Rentable Area of the
Premises shall be computed by measuring to the inside finish of permanent outer
building walls, or from the glassline where at least 50% of the outer building
wall is glass, to the office side of corridors and/or other permanent
partitions, and to the centre of partitions that separate the Premises from
adjoining rentable areas. No deductions shall be made for columns necessary to
the Building.
(m) "RULES AND REGULATIONS" means those rules and regulations set out in
Schedule "C" to this Lease, and any additional or other rules and regulations
made from time to time in accordance with Article 8(f) of this Lease.
(n) "TAXES" means all taxes, rates, duties, levies and assessments whatsoever
whether municipal, parliamentary or otherwise, levied, charged or assessed upon
the Lands and Building, or upon any part or parts thereof, and all improvements
now or hereafter erected or placed on the Lands, or charged against the Landlord
on account thereof, including local improvement charges but excluding (i) the
amount by which separate school taxes (if any should be payable) exceed the
amount which would have been payable for school taxes if no assessment for
public school taxes had been made, (ii) any taxes such as corporate, income,
profit and excess profit taxes assessed upon the income of the Landlord and tax
on the Landlord's capital and (iii) any penalties or interest charges arising
from the Landlord failing to pay any such charges on their due date. 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
thereof or in addition thereto. Provided that the Landlord has a reasonable
expectation for believing that a reduction in such Taxes can be achieved, taxes
shall also include all reasonable 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.
(o) "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.
(p) "YEAR" means each calender year, the whole or part of which is included
within the Term.
2. PREMISES
The Landlord hereby leases to the Tenant the Premises. The exact measurement
shall be determined by an independent third party in accordance with the BOMA
standards for a multi-tenant floor. There shall be no gross up factor charged to
the Tenant at any time during the Term or any Renewals.
3. TERM
(a) To have and to hold the Premises for and during the Term of Ten (10) Years
commencing on the 1st day of November, 1996 and ending on the 31st day of
October, 2006.
(b) Subject to the provisions of this Lease and provided the Tenant is not at
any time in default of any covenants in this Lease, the Tenant shall be entitled
to renew this Lease for an additional term of Five (5) years from November 1,
2006, on written notice to the Landlord given not less than six (6) months prior
to the expiry of the preceding term, of its intention to negotiate a renewal.
(c) Notwithstanding, the Tenant shall have the right to renew the Lease for an
additional five (5) years under the same terms and conditions contained in this
Lease, save and except for the Free Rent, Leasehold Improvement Allowance, and
Basic Rent which shall be at the current market rate, but not including the
value of any improvements that may have been made by the Tenant to the Premises
during the Term, having also considered the value of any new additional
improvements to be made in the event of the Tenant exercising this Option to
Renew, for a similar building, in a similar location. Should the Tenant renew,
the Landlord shall repaint and recarpet the entire Premises at the Landlord's
sole cost.
4. BASIC RENT.
(a) Yielding and paying therefore yearly and every year during the Term unto the
Landlord as Basic Rent for the Premises without any set-offs, deductions or
defalcations whatsoever, the following amounts per square foot of Rentable Area
of the Premises on a per annum basis:
November 1, 1996 - April 30, 1997 - Zero ($0.00)
May 1, 1997 - October 31, 1997 - Five Dollars and Fifty Cents ($5.50)
November 1, 1997 - October 31, 1998 - Six Dollars and Fifty Cents ($6.50)
November 1, 1998 - October 31, 1999 - Seven Dollars and Fifty Cents ($7.50)
November 1, 1999 - October 31, 2000 - Eight Dollars and Fifty Cents ($8.50)
November 1, 2000 - October 31, 2003 - Nine Dollars and Fifty Cents ($9.50)
November 1, 2003 - October 31, 2006 - Ten Dollars and Fifty Cents ($10.50)
plus the Goods and Services Tax of lawful money in Canada to be paid in advance
in equal monthly instalments on the first day of each and every month during the
Term to the Landlord at 00 Xxxxx Xxxxxx Xxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx,
Xxxxxxx X0X 0X0, or at such other place or places as the Landlord shall
designate from time to time in writing, the first of such payments to be made on
the first day of May, 1997 subject as provided in Article 4(b). If the Term
commences on any other day than the first day of the month, or ends on any day
other than the last day of a month, Basic Rent and Additional Rent for the
fractions of a month at the commencement and at the end of the Term shall be
adjusted pro rata on a per diem basis.
5. TAXES
(a) The Tenant covenants to pay the Tenant's Proportionate Share of Taxes for
each Year of the Term, to the Landlord as Additional Rent within thirty (30)
days following receipt by the Tenant of written notice of the amount of such
Tenant's Proportionate Share of Taxes for such Year, notwithstanding that the
Year in question or the Term may have ended. If after initial determination by
the Landlord of the Tenant's Proportionate Share of Taxes for a Year there is an
increase in Taxes with respect to such Year by reason of the issue of
supplemental assessment notices or Taxes or both, or a variation in the basis
upon which the Taxes are calculated, or for any other just reason, the Landlord
shall, as often as necessary, recalculate the Tenant's Proportionate Share of
Taxes for that Year, and if the Tenant's Proportionate Share of Taxes for that
Year is greater than originally calculated, the Tenant covenants to pay any
excess amount to the Landlord (together with the original calculated amount of
the Tenant's Proportionate Share of Taxes for that Year if not already paid) as
Additional Rent in the manner aforesaid.
(b) If the Taxes shall be increased by reason of any installations made in or
upon or any alterations made in or to the Premises by the Tenant or by the
Landlord on behalf of the Tenant, with the Tenant's prior written approval, the
Tenant shall pay the amount of such increase forthwith to the Landlord upon
receipt of written notice thereof. The Tenant shall also pay every tax and
license fee in respect of any business carried on upon the Premises. Whenever,
by reason of the act, election, or religion of the Tenant, or any subtenant,
licensee or occupant of the Premises, or any part thereof, the Premises are
assessed for the support of separate schools, the Tenant covenants to pay to the
Landlord, as Additional Rent, the amount by which the Taxes so payable by the
Tenant exceed those which would have been payable if the Premises had been
assessed for the support of public schools.
(c) The Landlord shall be entitled at any time or times in any Year, upon at
least thirty (30) days' written notice to the Tenant, to require the Tenant to
pay to the Landlord monthly, on the dates for payment of monthly Basic Rent
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 Tenant's Proportionate
Share of Taxes for such Year. The Landlord shall be entitled subsequently from
time to time during such Year, upon at least thirty (30) days written notice to
the Tenant, to revise its estimate of the amount of the Tenant's Proportionate
Share of Taxes and the said monthly instalments shall be revised accordingly.
All amounts received under this provision in any Year on account of the
estimated amount of the Tenant's Proportionate Share of Taxes shall be applied
in reduction of the actual amount of the Tenant's Proportionate Share of Taxes
for such Year. If the amount received is less than the actual amount of Tenant's
Proportionate Share of Taxes for such Year, the Tenant shall pay any deficiency
to the Landlord as Additional Rent within thirty (30) days following receipt by
the Tenant of written notice of the amount of such deficiency. If the amount
received is greater than the actual amount of Tenant's Proportionate Share of
Taxes for such Year, 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.
(d) 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 Tenant's Proportionate Share of Taxes for such Year as falls
within the Term, determined on a per diem basis.
(e) The taxes and all other payments referred to in Article 5(b) above to be
paid directly by the Tenant will be paid and discharged by the Tenant as soon as
they become due and payable, and the Tenant will, upon the written request of
the Landlord, promptly deliver to the Landlord receipts evidencing such payment
where applicable.
(f) The Tenant shall, as Additional Rent, pay to the Landlord, or as the
Landlord directs, all rental, goods and services or value-added taxes, charges
or levies imposed by governmental authorities on or in connection with the Basic
Rent and Additional Rent payable hereunder.
6. OPERATING COSTS
(a) The Tenant covenants to pay the Tenant's Proportionate Share of Operating
Costs for the Year, if any, during each Year of the Term, to the Landlord as
Additional Rent within thirty (30) days following receipt by the Tenant of
written notice of the amount of such Tenant's Proportionate Share of Operating
Costs for such Year, notwithstanding that the Year in question or the Term may
have ended. Any amounts payable pursuant to this subsection (a) shall be
determined and certified to be true by a senior officer of the Landlord
following the end of the Year for which such amounts are payable. If only part
of a Year is included within the Term, such amount payable shall be pro-rated
accordingly and, during the last year of the Term, shall be paid on the last day
of the Term. Any balance remaining unpaid or any excess paid shall,
notwithstanding such termination, be adjusted between the Landlord and Tenant
within a reasonable period thereafter.
(b) The Landlord shall be entitled at any time in any Year, upon at least thirty
(30) days written notice to the Tenant, to require the Tenant to pay to the
Landlord monthly, on the date for payment of monthly Basic Rent 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 Tenant's Proportionate Share of
Operating Costs for such Year. The Landlord shall be entitled subsequently from
time to time during such Year upon at least thirty (30) days written notice to
the Tenant to revise its estimate of the amount of the Tenant's Proportionate
Share of Operating Costs and the said monthly instalments shall be revised
accordingly. All amounts received under this provision in any Year on account of
the estimated amount of the Tenant's Proportionate Share of Operating Costs
shall be applied in reduction of the actual amount of the Tenant's Proportionate
Share of Operating Costs for such Year. If the amount received is less than the
actual Tenant's Proportionate Share of Operating Costs for such Year, the Tenant
shall pay such deficiency to the Landlord as Additional Rent within thirty (30)
days following receipt by the Tenant of written notice of the amount of such
deficiency. If the amount received is greater than the actual Tenant's
Proportionate Share of 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 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.
(c) Every item referred to in the Lease as Additional Rent, except for the
realty taxes and utilities shall be capped at an annual increase of not more
than five (5%) percent for the applicable year, for the first five (5) years of
the Term of the Lease. Said Additional Rent estimated at $8.20 for 1996.
Landlord shall provide annual financial statements as prepared in accordance
with generally accepted accounting principles verifying the Additional Rent and
certified to be true by a senior officer of the Landlord. The Tenant shall have
the right to examine the expense claims of the Landlord that constitute
Additional Rent. The Tenant shall have the right to request audited annual
statements at a reasonable cost to the Tenants.
7. RECOVERY OF ADJUSTMENTS
The Landlord (in addition to any other right or remedy of the Landlord) shall
have the same rights and remedies in the event of the default by the Tenant in
payment of any amounts payable pursuant to Articles 5 and 6 as the Landlord
would have in the case of default in payment of rent.
8. TENANT'S COVENANTS
The Tenant covenants with the Landlord:
(A) PAY RENT
To pay rent, the Tenant's Proportionate Share of Taxes and the Tenant's
Proportionate Share of Operating Costs and all other amounts payable by the
Tenant to the Landlord under this Lease as Additional Rent;
(B) UTILITY CHARGES
To pay all charges for telephone, electric current and all other utilities
separately billed for the Premises and supplied to or used in connection with
the Premises, and the cost, of any replacement of electric bulbs, tubes,
starters and ballasts in the Premises. If there are no separate meters for
measuring the consumption of such utilities, the Tenant shall pay to the
Landlord, in advance by monthly instalments as Additional Rent, such amount as
may be reasonably estimated by the Landlord from time to time as the cost of
such utilities for the Premises. The Tenant shall advise the Landlord forthwith
from time to time of any installations, appliances or business machines used by
the Tenant consuming or likely to consume large amounts of electricity or other
utilities and further on request shall promptly provide the Landlord with a list
of all installations, appliances and business machines used in the Premises, and
the Landlord shall have the right to install a separate meter at the Landlord's
expense, provided that, in such event, the Landlord shall have the right to xxxx
the Tenant, as additional rent, the monthly amount based upon the amortization
of the cost of the separate meter based upon a straight line amortization for
the period being the reasonably expected life of the meter.
(C) MAINTAIN & REPAIR
To repair and maintain the Premises and every part thereof as a result of damage
caused by the Tenant, reasonable wear and tear excepted, unless the same is
covered by insurance maintained by the Landlord, in a clean, presentable and
sanitary condition and that the Landlord may enter and view the state of repair;
and that the Tenant will repair in accordance with notice in writing as
aforesaid; and that the Tenant will leave the Premises in good repair as
aforesaid; provided that if the Tenant neglects to so maintain or to make such
repairs promptly after reasonable notice, the Landlord may, at its option, do
such maintenance or make such repairs at the expense of the Tenant, and in any
and every such case the Tenant covenants with the Landlord to pay to the
Landlord forthwith as Additional Rent all sums which the Landlord may have
expended in doing such maintenance and making such repairs; provided further
that the doing of such maintenance or the making of any repairs by the Landlord
shall not relieve the Tenant from the obligation to repair;
(D) REPAIR WHERE TENANT AT FAULT
If the Lands or Building, including the Premises; or any part thereof, including
the elevators, boilers, engines, pipes and other apparatus (or any of them) used
for the purposes of heating, ventilating or air conditioning the Building or
operating the elevators, or if the water pipes, drainage pipes, electric
lighting or other equipment of the Lands and Building, or the landscaping,
trees, shrubs and flowers, or the roof or outside walls of the Building, get out
of repair or become damaged or destroyed through the wilful act, negligence,
carelessness or misuse of the Tenant, its servants, agents, employees, or anyone
permitted by the Tenant to be on the Lands or Building or through it or them,
the expense of the necessary repairs, replacements or alterations shall be borne
by the Tenant who shall pay the same to the Landlord forthwith upon demand;
(E) ASSIGNING OR SUBLETTING
Not to assign or mortgage or encumber this Lease or sublet or franchise,
license, grant concessions in, or otherwise part with or share possession of the
Premises, or any part thereof, without the prior written consent of the
Landlord; at the time the Tenant requests such consent the Tenant shall deliver
to the Landlord such information in writing (the "required information") as the
Landlord may reasonably require, including a copy of the proposed offer or
agreement, if any, to assign or sublet or otherwise, and the name, address,
nature of business and evidence as to the financial strength of the proposed
assignee or subtenant; upon receipt of such request and all required
information, the Landlord shall respond within five (5) days after such receipt.
The Landlord's consent shall not be unreasonably withheld.
In no event shall any assignment or subletting to which the Landlord has
consented release the Tenant from its obligations fully to perform all the
terms, conditions and covenants of this Lease. The Tenant shall pay on demand
the Landlord's reasonable costs incurred in connection with the Tenant's request
for such consent. The Landlord's consent may be conditional upon the subtenant
or assignee entering into a covenant with the Landlord in form satisfactory to
the Landlord to observe and perform all tenant's covenants in the Lease.
The Tenant shall not advertise or allow the Premises or a portion thereof to be
advertised as being available for assignment, sublease or otherwise without the
prior written approval of the Landlord to the form and content of such
advertisement, which approval shall not be unreasonably withheld, provided that
no such advertising shall contain any reference to the rental or the rental rate
of the Premises.
The following conditions apply to transfers and to consents given by the
Landlord:
[1] the Landlord's consent is not a waiver of the requirement for consent to
subsequent transfers; [2] the Transferor will remain liable for the Tenant's
obligations and indemnify the Landlord against the Transferee's failure to
perform the Tenant's obligations after the Transfer; [3] the Transferee will
execute an agreement directly with the Landlord agreeing to be bound by the
Standard Lease as Tenant (and the Tenant will pay all of the Landlord's
reasonable costs in connection with all documentation); [4] the Landlord may
apply amounts collected from the Transferee to any unpaid rent; and [5] once the
Landlord's consent is given, the Transfer must take place within thirty (30)
days or the consent will expire and the Transfer may not take place.
Notwithstanding the foregoing, the Tenant shall have the right to assign or
sublease any portion, or the entire Premises to any party resulting from a
merger or consolidation or to any subsidiary or affiliate, consent not to be
unreasonably withheld, of the Tenant without the consent of the Landlord. The
Tenant shall have the right to otherwise assign or sublease any portion of the
Premises to any party with the prior written consent of the Landlord, such
consent not to be unreasonably withheld. The Tenant shall notify the Landlord of
such Assignment or Sublease. No Assignment or Subleasing shall relieve the
Tenant of its obligations under the Lease.
(f) Rules and Regulations
That the Tenant and its employees and all persons visiting or doing business
with them on the Premises shall be bound by and shall observe and perform the
Rules and Regulations and any further and other reasonable rules and regulations
made hereafter by the Landlord of which notice in writing shall be given to the
Tenant and all such Rules and Regulations shall be deemed to be incorporated
into and form part of this Lease, as shown on Schedule "C";
(G) USE OF PREMISES
Not to use the Premises nor allow the Premises to be used for any purpose other
than an office; and that if the costs of insurance on the Building shall be
increased by reason of the use made of the Premises or by reason of anything
done or omitted or permitted by the Tenant or by anyone permitted by the Tenant
to be upon the Premises, the Tenant shall pay to the Landlord on demand as
Additional Rent the amount of such increase; and if any insurance policy upon
the Building shall be cancelled by the insurer by reason of the use or
occupation of the Premises or any part thereof by the Tenant or any assignee or
subtenant of the Tenant or by anyone permitted by the Tenant to be upon the
Premises, in addition to any other rights the Landlord may have, the Landlord
may at its option terminate this Lease forthwith by giving to the Tenant notice
in writing in accordance with Article 34 of its intention to do so and thereupon
the Tenant shall immediately deliver up possession of the Premises to the
Landlord who may re-enter and take possession of same; notwithstanding any such
termination, the Landlord may subsequently recover from the Tenant damages for
loss of rent suffered by reason of this Lease having been prematurely
determined.
(H) OBSERVANCE OF LAW
In its use and occupation of the Premises, to comply promptly with and conform
to the requirements of all applicable statutes, laws, by-laws, regulations,
requirements, ordinances and orders of any federal, provincial or municipal
government and any applicable department, commission, board or officer thereof,
from time to time or any time in force affecting any change of use or occupation
of the Premises by the Tenant and with every applicable regulation, order and
requirement of the Canadian Fire Underwriter's Association or any body having
similar functions or of any liability or fire insurance company by which the
Landlord and the Tenant or either of them may be insured at any time during the
Term. In any event of default of the Tenant, the Landlord may upon providing
written notice to the Tenant itself comply with any such requirement as
aforesaid and (the Tenant will forthwith) pay all reasonable costs and expenses
incurred by the Landlord in this regard as Additional Rent.
(I) WASTE AND NUISANCE
Not to do or suffer any waste, damage, disfiguration or injury to the Premises
or the fixtures and equipment thereof or permit or suffer any overloading of the
floors thereof; and not to use or permit to be used any part of the Premises for
any dangerous, noxious or offensive trade or business and not to cause or
maintain any nuisance in, at or on the Premises or cause any annoyance, nuisance
or disturbance to the occupiers or owners of any adjoining lands and/or
premises.
(J) ENTRY BY LANDLORD
To permit the Landlord and its servants or agents to enter upon the Premises at
any time and from time to time upon reasonable notice for the purpose of
inspecting and making repairs, alterations or improvements to the Premises or to
the Lands or Building, and the Tenant shall not be entitled to any compensation
for any inconvenience, nuisance or discomfort occasioned thereby;
If the Tenant or its representative shall not be personally present to open and
permit an entry into the Premises at any time when for any reason an entry
therein shall be necessary or permissible under this Lease, the Landlord or the
Landlord's agent may enter the same, or in an emergency may forcibly enter the
same, without rendering the Landlord or such agent liable therefore, and without
in any manner affecting the covenants, obligations and agreement of the Tenant
under the Lease.
(K) INDEMNITY
To promptly indemnify and save harmless the Landlord from any and all
liabilities, fines, damages, costs, claims, demands, suits or actions of any
nature or kind arising out of any breach, violation or non-observance by the
Tenant of any of its covenants and obligations under this Lease; in case the
Landlord shall, without fault on its part, be made a party to any litigation
commenced by or against the Tenant, then the Tenant shall protect and hold the
Landlord harmless and shall pay all costs, expenses and reasonable legal fees
incurred or paid by the Landlord in connection with such litigation; and this
indemnity shall survive the expiry or earlier termination of this Lease, in
respect of any of the foregoing circumstances arising during the Term.
(L) EXHIBITING PREMISES
To permit the Landlord or its agents to exhibit the Premises to prospective
tenants during the last six (6) months of the Term or any renewal thereof during
normal business hours and upon reasonable notice. The Landlord at any time
during the Tenant's usual business hours and upon reasonable notice may exhibit
the Premises to prospective purchasers or mortgagees provided that it shall not
unreasonably interfere with the Tenant's business.
(M) ALTERATIONS
That the Tenant will not, without the prior written consent of the Landlord,
which shall not be unreasonably withheld or delayed, 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 such 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
costs 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,
provided that the Landlord may require that the Landlord's contractors or
workmen do any work which will or might reasonably be expected to affect the
structural or architectural integrity of the Building, or affect the proper
operation of the electrical, lighting, heating, ventilating, air conditioning,
sprinkler, fire protection or other systems of the Building, and all work shall
be subject to inspection by and the reasonable supervision of the Landlord and
shall be performed in accordance with all laws and any reasonable conditions
(including, where the Landlord's supervision is required due to the nature of
the work, reasonable out-of-pocket expenses of the Landlord to be paid by the
Tenant) 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 and the Tenant shall
promptly pay all charges incurred by it for any work, materials or services and
shall forthwith discharge any liens; if the Tenant fails to so discharge any
liens, the Landlord may (but shall be under no obligation to) pay into court the
amount required, or otherwise obtain a discharge of the lien in the name of the
Tenant and any amount so paid together with all costs incurred in respect of
such discharge shall be payable by the Tenant to the Landlord forthwith upon
demand plus interest on all such amounts at the rate hereafter set out in this
Lease; the Tenant shall not create any mortgage, conditional sale agreement, or
other encumbrance in respect of its leasehold improvements or trade fixtures nor
shall the Tenant lease the same from any third party, nor permit any such
encumbrance to attach to the Premises or to the Lands or Building.
Notwithstanding the foregoing, upon termination of the Lease, the Tenant will
not be responsible to remove the alterations as permitted pursuant to this
Section 8(m), however, the Tenant shall leave the Premises in a clean condition,
normal wear and tear accepted, and shall repair any material damage caused by
the removal of its trade fixtures.
(N) INTERIOR WALLS
That the Tenant will not deface or xxxx any part of the Premises, Lands or
Building and will not permit any hole to be drilled or made or nails, screws,
hooks or spikes to be driven into stone or brick work of the Building or any
appurtenances thereof without the prior written consent of the Landlord. The
Tenant shall not require the consent of the Landlord to drill holes or use
nails, hooks or other devices to hang pictures, bookshelves and other things
normally found in office premises all without the consent of the Landlord.
Further, upon termination of the Lease, the Tenant shall not be responsible to
repair any reasonable damage arising from such drilling, nails, screws, hooks or
other hanging devices.
(O) SIGNS
That the Tenant will not paint, place, affix, inscribe or display on any of the
windows of the Premises or the Building or on any part of the outside or inside
thereof, any sign, picture, direction, lettering, advertisement or notice, other
than as specifically set forth in this Lease, without the prior written consent
of the Landlord, such consent not to be unreasonably withheld or delayed; and
the Landlord shall have the right to prescribe the size, material, colour,
method of attachment, pattern and location of identification signs for the
Tenant; on the Tenant ceasing to be a tenant of the Premises, the Landlord will
cause any sign to be removed or obliterated at the Tenant's expense and any
damage occasioned to the Premises shall be repaired at the Tenant's expense; the
Tenant shall be entitled to have one name shown upon the directory board or
boards of the Building and any additional name or subsequent changes shall be
paid for by the Tenant, but the Landlord shall in its sole discretion design the
style of such identification and allocate the space on the directory board or
boards therefore.
Notwithstanding, the Tenant has the right to install exterior Building signage,
at its expense during the Term or any Renewals, subject to Landlord approval
which shall not be unreasonably or arbitrarily withheld. The Landlord shall
install Building standard Tenant identification in the main lobby directory, and
suite entry door, all signage to be installed at the beginning of the Term will
be at the Landlord's expense.
(P) NAME OF BUILDING
Not to refer to the Lands and Building by any name or names other than such name
or names as may be designated from time to time by the Landlord, nor to use such
name or names for any purpose other than that of the business address of the
Tenant;
(Q) GLASS
The Landlord shall replace and the Tenant shall pay to the Landlord on demand as
Additional Rent the cost of replacement with as good quality any glass on or
within or in the walls or doors (exterior or interior) abutting or forming part
of the Premises, which is broken during the Term or any renewals thereof, unless
such breakage is solely the result of the negligence of the Landlord and is not
the result of matters required to be insured against by the Tenant hereunder;
(R) CERTIFICATES
The Tenant will at any time and from time to time, at no cost to the Landlord,
within fifteen (15) days' of request therefor by the Landlord, execute and
deliver to the Landlord, in a form to be provided by the Landlord, that this
Lease is unmodified and in full force and effect (or if modified, stating the
modifications and that 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;
(S) EVIDENCE OF PAYMENTS
To produce to the Landlord upon request, satisfactory evidence of the due
payment by the Tenant of all payments required to be made by the Tenant under
this Lease;
(T) NOTICE OF ACCIDENTS
To notify the Landlord promptly and in writing of any accident or damage to or
defect in the Premises, the Lands, the Building, or any part thereof including
the heating, ventilating, and air conditioning apparatus, water and gas pipes,
telephone lines, electrical apparatus or other building services;
(U) TENANT INSURANCE
At its expense to maintain in force during the Term and any renewals thereof:
i) comprehensive general liability insurance against claims for personal injury,
death or property damage arising out of all operations of the Tenant (including
Tenant's legal liability, personal liability, property damage and contractual
liability to cover all indemnities and repair obligations) with respect to the
business carried on in and from the Premises, in an amount of Two Million
Dollars ($2,000,000) per occurrence;
ii) all risks direct damage insurance covering all chattels and fixtures and all
leasehold improvements, installations, additions and partitions made by the
Tenant or by the Landlord at the Tenant's expense, in an amount equal to the
full replacement value thereof; and,
iii) such other forms of insurance as may be reasonably required by the
Landlord and any mortgagee from time to time;
All such insurance shall be with insurers and upon such terms and conditions as
the Landlord reasonably approves, and copies of all policies or certificates of
insurance shall be delivered to the Landlord prior to the commencement of the
Term and thereafter not less than fifteen (15) days prior to the expiration date
of any policy; all such policies shall include the Landlord and any mortgagees
as named insured as their interests may appear, and shall contain, where
applicable, a waiver of subrogation in favour of the Landlord and a
cross-liability clause protecting the Landlord in respect of claims by the
Tenant as if the Landlord were separately insured; all such policies shall also
contain a provision requiring the insurer to give the Landlord thirty (30) days
prior written notice of any material change, cancellation or termination
thereof; if the Tenant fails to take out and maintain in force such insurance,
the Landlord may do so and pay the premiums and the Tenant shall pay the
Landlord the amount of such premiums forthwith upon demand; if both the Landlord
and the Tenant have claims to be indemnified under any such insurance, the
indemnity shall be applied first to the settlement of the Landlord's claim and
the balance, if any, to the settlement of the Tenant's claim.
(V) SURRENDER ON TERMINATION
At the expiration or sooner termination of the Term, to deliver up possession of
the Premises to the Landlord, together with all fixtures or improvements which
the Tenant is required or permitted to leave therein or thereon, free of all
rubbish and in a clean and tidy condition, and to deliver to the Landlord all
keys and security devices. For greater certainty, notwithstanding any other
provision of this Lease, the Tenant shall have the right to remove all fixtures
of the Tenant.
If at the end of the Term, the Tenant vacates the Premises and leaves any goods
or fixtures or any of its property whatsoever on or in the Premises, the
Landlord shall have no obligation to account for such goods, fixtures or
property and may sell or destroy the same 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.
(W) FIRE AND SAFETY
The Tenant acknowledges that it may be or become desirable or necessary for the
Landlord to organize and co-ordinate arrangements within the Building for the
safety of all tenants and occupants in the event of fire or similar event, and
the Tenant, its employees, servants, agents and invitees shall co-operate and
participate in any fire drills, evacuation drills and similar exercises as may
be arranged or organized by the Landlord from time to time, and, save for any
negligence or wilful misconduct by the Landlord or its employees, subcontractors
or agents, to hold the Landlord harmless from any personal or material loss,
damage or injury arising therefrom incurred by the Tenant.
(X) ENERGY CONSERVATION
To co-operate with the Landlord in conserving energy of all types in the
Building, including complying at the Tenant's own cost with all reasonable
requests and demands of the Landlord made with the view to energy conservation;
provided that the Landlord demonstrates a reasonable expectation to achieve
energy conservation, any reasonable capital expenditures made by the Landlord in
an effort to promote energy conservation shall be added to Operating Costs in
each Year to the extent of the amortized costs therefor for each such Year based
upon life expectancy of the capital equipment.
(Y) NET LEASE
The Tenant acknowledges that it is intended and agrees that this Lease is a
completely carefree net lease for the Landlord and that the Landlord is not
responsible during the Term or any renewal thereof for any costs, charges,
expenses or outlays of any nature relating to the Premises, or the contents
thereof, except as specifically set forth in this Lease, and that the Tenant
will pay all charges, taxes, impositions, costs and expenses of every kind
relative to the Premises and the Tenant covenants with the Landlord accordingly.
(Z) TAXES
i) The Tenant is responsible for all Business Taxes in respect thereof, to
pay or cause to be paid, and the payment of which are not the responsibility of
the Landlord's under this Lease.
ii) The Tenant is liable to pay unto the Landlord a Goods and Service Tax or any
other such tax levied or imposed upon commercial rental payments, whether levied
or imposed by any level of government, whether it be municipal, provincial or
federal.
9. QUIET ENJOYMENT
The Landlord covenants with the Tenant for quiet enjoyment.
10. LANDLORD'S COVENANTS
The Landlord further covenants with the Tenant as follows:
(A) HEATING AND AIR CONDITIONING
Subject to any payment referred to in Article 6 above required to be made by the
Tenant in respect thereof, to provide heating of the Premises and to operate the
air conditioning and ventilating equipment to an extent sufficient to maintain a
reasonable temperature therein during the Term and any Renewals on a 24 hours
per day, 7 days a week basis, without exception, except during the making of
repairs; but should the Landlord default in so doing, the Landlord shall not be
liable for indirect or consequential damages of any kind or damages for personal
discomfort or illness by reason of the operation or non-operation of such
equipment or otherwise;
The Tenant will not be responsible to pay any additional charges to the Landlord
for this service over and above Additional Rent as outlined in Section (h)
Operating Costs, of the Lease.
(B) TAXES
Subject to any payment referred to in Article 5 above required to be made by the
Tenant in respect thereof, to pay or cause to be paid Taxes, the payment of
which are not the responsibility of the Tenant under this Lease;
(C) ELEVATOR
To furnish, except when repairs are being made, passenger elevator service
during Normal Business Hours and limited elevator service at other times;
operatorless and automatic elevator service if made available shall be deemed
elevator service; and to permit the Tenant and its employees to have free use of
such elevator service in common with others;
(D) ACCESS
To permit the Tenant and its employees and all persons lawfully requiring
communication with them, in common with others entitled thereto, to have the use
at all times of the entrances, stairways, corridors and halls in the Building
required for access to the Premises.
(E) WASHROOMS
To permit the Tenant and its employees in common with others entitled thereto to
use the washrooms in the Building which may be designated for the Premises;
(F) CLEANING AND JANITOR SERVICES
To cause the Premises to be cleaned and to maintain and clean the public areas
in accordance with a first class office building standard. Such work will be
performed at the Landlord's direction without interference from the Tenant or
its employees; the Tenant will permit window cleaning to be performed during
Normal Business Hours; and
(g) LANDLORD'S INSURANCE
During the term the Landlord shall maintain liability insurance, fire insurance
with extended coverage, boiler and pressure vessel insurance, and other
insurance on the Building and all property and interest of the Landlord in the
Building, with coverage in amounts not less than those which are from time to
time acceptable to a prudent owner in the area in which the Building is located.
Policies for such insurance shall waive, to the extent available from the
Landlord's carrier(s), without additional charge, any right of subrogation
against the Tenant.
(h) INDEMNIFICATION OF TENANT
To properly indemnify and save harmless the Tenant from any and all liabilities,
fines, damages, costs, claims, demands, suits, or actions or any nature or kind
arising out of any breach, violation or non-observance by the Landlord of any of
its covenants and obligations under this Lease; in case the Tenant shall,
without fault on its part, be made a party to any litigation against the
Landlord, then the Landlord shall protect and hold the Tenant harmless and shall
pay all costs, expenses and reasonable legal fees incurred or paid by the Tenant
in connection with such litigation; and this indemnity shall survive the
expiration or earlier termination of this Lease in respect of any of the
foregoing circumstances arising during the Term.
11. FIXTURES
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 tenants' 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 therefore to the Tenant and shall
not be removed from the Premises at any time either 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
or within thirty (30) days thereafter to require the Tenant to remove any or all
of its fixtures and to make good any damage caused to the Premises by such
installation or removal.
12. DAMAGE OR DESTRUCTION
(a) If the Premises or any portion thereof are damaged or destroyed by fire or
by another casualty, rent shall xxxxx from the date of such destruction 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 8(u), 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
Tenant's 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, and
the provisions of Article 8(m) shall apply to such work, mutatis mutandis.
(b) Notwithstanding Article 12(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, instead of the
Landlord rebuilding or making the Premises fit for the Tenant, the Landlord and
the Tenant shall each have the option to terminate this Lease by giving to the
other within thirty (30) days after such damage or destruction notice of
termination and thereupon 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 twenty-five percent (25%) 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 tenants thereof within ninety
(90) days of such damage or destruction, the Landlord and the Tenant shall each
have the option to terminate this Lease by giving to the other 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, subject to any abatement to which the Tenant may have been entitled
under Article 12(a), rent and any other payments for which the Tenant is liable
under this Lease shall be apportioned and paid liable under this Lease shall be
apportioned and paid to the date on which vacant possession is given and the
Tenant shall deliver up possession of the Premises to the Landlord in accordance
with such notice of termination.
13. INJURIES, LOSS AND DAMAGE
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 occupants of the Premises or to their respective invitees,
licensees, agents, servants or other persons from time to time attending at the
Premises while such person or property is in the Premises, unless caused by the
negligence or wilful misconduct of the Landlord or its employees, agents,
servants or subcontractors.
14. IMPOSSIBILITY, UNAVOIDABLE DELAYS
Whenever and to the extent the Landlord is unable to fulfil or shall be delayed
or restricted in the fulfilment of any 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 fulfilment 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 monies payable hereunder by reason of any such failure or cause other than
if the Tenant is not able to use the Premises for the purpose intended and then
in such event the rent shall xxxxx accordingly.
15. RE-ENTRY
PROVISO for re-entry by the said Landlord on non-payment of rent or
non-performance of covenants.
16. BANKRUPTCY, ETC.
Provided further that in case without the written consent of the Landlord, the
Premises shall be used by any other person than the Tenant or for any other
purpose than that for which the same were let or in case the Premises shall be
vacated or remain unoccupied for fifteen (15) days, or in case the Term or any
of the goods and chattels of the Tenant shall be at any time seized in execution
or attachment by any creditor of the Tenant or 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
or insolvent debtors, or, if the Tenant is a corporation and any order shall be
made for the winding-up of the Tenant, or other termination of the corporate
existence of the Tenant, then in any such case this Lease shall, at the option
of the Landlord, cease and determine and the Term shall immediately become
forfeited and void and the then current month's rent and the next ensuing three
(3) months' rent (including in both cases all other amounts payable as
Additional Rent) shall immediately become due and be paid and the Landlord
without prejudice to any claim for damages for any antecedent breach of covenant
or loss of rent suffered by reason of this Lease having been prematurely
determined, may re-enter and take possession of the Premises as though the
Tenant or other occupant or occupants of the Premises was or were holding over
after the expiration of the Term without any right whatever.
17. DISTRESS
The Landlord shall have the right, as provided at the common law and statute, to
distrain for arrears of rent.
18. ENTRY AS AGENT
The Tenant further covenants and agrees that on the Landlord becoming entitled
to re-enter upon the Premises under any of the provisions of this Lease upon
default of the Tenant which is not cured within an applicable grace period, 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 therefore and to re-let the Premises as the agent of
the Tenant and to receive the rent therefore 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 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 and re-letting.
19. RIGHT OF TERMINATION
The Tenant further covenants and agrees that on the Landlord becoming entitled
to re-enter upon the Premises under any of the provisions of this Lease, the
Landlord, in addition to all other rights (including without limitation, the
right to recover damages for breach of covenant and loss of rent suffered by
reason of this Lease having been prematurely determined) shall have the right to
determine 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 is liable under the Lease shall be computed, apportioned and
paid in full to the date of such determination 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. In the event that the
Tenant is in default of any of the terms or conditions of this Lease, the
Landlord shall give written notice thereof to the Tenant and the Tenant shall
have not less than thirty (30) days following receipt of such notice to cure
such default prior to the Landlord having any right to terminate this Lease as
set forth herein.
20. NON-WAIVER
No condoning, excusing or overlooking by the Landlord of 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.
21. OVERHOLDING
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 a basic
monthly rental equal to the current market rental rate for premises in the
Building, which for the purposes of this Article 21 shall be that rental rate
agreed to be paid by a tenant under a lease, agreement to lease or accepted and
binding lease proposal most recently, at the time of determination of the
overholding rental, entered into by the Landlord and a tenant dealing at arm's
length from the Landlord, and otherwise on the terms and conditions herein set
out except as to length of tenancy, provided, however, that such rental amount
shall not be more than 1.5 times the Tenant's current basic monthly rental
payment.
22. LANDLORD PERFORMING TENANT'S COVENANTS
If the Tenant fails to perform or cause to be performed any of the covenants or
obligations of the Tenant herein following written notice given by the Landlord
to the Tenant and not cured within the applicable grace period, the Landlord
shall have the right (but 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 hereto (including, without limiting the foregoing, the right to make
repairs, installations and erections and expend monies) and all payments,
expenses, charges, fees and disbursement incurred or paid by or on behalf of the
Landlord in respect thereof, together with an administration fee of 15% thereon,
shall be paid by the Tenant to the Landlord forthwith upon demand.
23. PAYMENTS TO LANDLORD
All payments to be made by the Tenant under this Lease shall 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 and compounded monthly from the date upon which the amount is first
due or demanded until actual payment thereof and at a rate per annum equal to
the greater of: (a) eighteen percent (18%), and (b) Royal Bank's prime
commercial lending rate of interest in effect in Canada from time to time plus
six percent (6%). 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.
24. RECOVERY OF ADJUSTMENTS
The Landlord shall have (in addition to any other right or 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. If the Landlord shall commence an
action for collection of any rent or other sums payable under this Lease or if
the same shall be collected upon the demand of a solicitor or if the Landlord
shall commence an action to compel performance of any of the terms, conditions,
covenants or provisions under this Lease or for damages for failure of the
Tenant to perform the same or if the same shall be performed upon the demand of
a solicitor then, unless the Landlord shall lose such action, the Landlord shall
collect from the Tenant and the Tenant shall pay to the Landlord all reasonable
solicitor's fees in respect thereof on a solicitor and his client basis.
25. REGISTRATION
The Tenant covenants and agrees with the Landlord that the Tenant will not
register this Lease, or a notice thereof disclosing the amount of rent payable,
in any registry office or land titles office. The Tenant shall have the right to
register a notice of this Lease that does not disclose the amount of rental
payable hereunder.
26. MORTGAGES
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 Lands or the Building
in whole or in part, whether or not any such mortgage, charge or deed of trust
affects only the Premises or the Lands or the Building or affects other premises
as well, provided that, in each such case, any party being the beneficiary of
any such encumbrance, grants to the Tenant a non-disturbance agreement agreeing
that the interest of the Tenant pursuant to this Lease shall not be disturbed so
long as the Tenant performs the covenants set forth in this Lease. The Tenant
may register any such non-disturbance agreement or notice thereof. 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 Landlord 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 an 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) subject to the proviso set forth above, 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, chargee or trustee, express or implied,
to the making of this Lease).
Provided that this Lease and the Tenant's rights hereunder shall continue
undisturbed while the Tenant is not in default despite default under any such
mortgage, charge or deed of trust. Any such attornment or postponement and
subordination shall extend to all renewals, modifications, consolidations,
replacements and extensions 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 Article.
27. ASSIGNMENT BY LANDLORD
If the Landlord sells or leases the Lands, or its interest therein, or the
Building or any part thereof, or assigns this Lease, and to the extent that the
purchaser, lessee or assignee is responsible for compliance with the covenants
and obligations of the Landlord hereunder, the Landlord without further written
agreement will be discharged and relieved of liability under the said covenants
and obligations. In the event that the Landlord assigns this Lease to a party
that is a competitor of the Tenant, being a company engaged in the business of
commercial aviation, then, in such event, the Tenant shall have the right to
terminate this Lease with not less than ninety (90) days written notice.
28. CAPTIONS
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 or any of the provisions hereof.
29. EFFECT OF LEASE
This indenture and everything herein contained shall extend to and bind and may
be taken advantage of by the respective heirs, executors, administrators,
successors and assigns, as the case may be, of each and every of the parties
hereto, subject to the granting of consent by the Landlord as provided herein to
any assignment or sub-lease, and where there is more than one tenant or there is
an individual party or a corporation, the provisions hereof shall be read with
all grammatical changes thereby rendered necessary and all covenants shall be
deemed joint and several.
This Lease is the sole agreement between the parties with respect to the subject
matter of this Lease. There is no representation, warranty, collateral agreement
or condition affecting the Lands, the Building, the Premises or this Lease, or
supported by this Lease other than as expressed in this Lease. The schedules and
appendices to this Lease form part of this Lease.
This Lease may not be modified or amended except by instrument in writing signed
by the Landlord and the Tenant.
30. INTERPRETATION OF LEASE
All of the provisions contained in this Lease are to be construed as covenants
and agreements and if any provision is illegal or unenforceable, it shall be
considered separate and severable from the remaining provisions, which shall
remain in force and be binding upon the Landlord and the Tenant.
31. TIME OF ESSENCE
Time shall be of the essence of this Lease.
32. LAW
This Lease shall be governed by and construed in accordance with the laws of the
Province of Ontario.
33. NOTICE
Any notice required or contemplated by any provision of this Lease shall be
given in writing enclosed in a sealed envelope addressed, in the case of notice
to the Landlord, to 000 Xxxxxxxx Xx., Xxxx, Xxxxxxxx, Attention: X. Xxxxxx, and
in the case of notice to the Tenant, to it at the Premises, and mailed in the
Province of Ontario, registered and postage prepaid provided that there is no
actual or contemplated disruption of mail services at the time of such mailing.
The time of giving of such notice shall be conclusively deemed to be the fifth
(5th) business day after the day of such mailing provided that there is no
disruption of mail services at the time of such mailing. Such notice shall also
be sufficiently given if and when the same shall be delivered, in the case of
notice to the Landlord, to an executive officer of the Landlord, and in the case
of notice to the Tenant, to him personally or to an officer or employee of the
Tenant, if the Tenant is a corporation or by leaving such notice addressed to
the Tenant at the address of the Tenant set forth above. Such notice, if
delivered, shall be conclusively deemed to have been given and received at the
time of such delivery. If in this Lease two or more persons are named as Tenant,
such notice shall also be sufficiently given if and when the same shall be
delivered personally to any one of such persons. Provided that the Landlord may,
by notice to the Tenant, from time to time designate another address in Canada
to which notices mailed to the Landlord more than ten (10) days thereafter shall
be addressed.
34. EXPANSION, ALTERATION
The Landlord shall have the right to enter into the Premises and to bring its
workmen and materials thereon to make additions, alterations, improvements,
installations and repairs to the Lands, the Building, and the common areas and
services thereof as such may exist from time to time. The Landlord may upon
reasonable notice to the Tenant, save for an emergency when no notice shall be
required, cause such reasonable obstructions and interference with the use and
enjoyment of the Lands, the Building, and the Premises as may be necessary for
the purposes aforesaid and may, upon twenty-four (24) hours prior written
notice, interrupt or suspend the supply of electricity, water or other utilities
or services when necessary and until the additions, alterations, improvements,
installations or repairs have been completed, and there shall be no abatement in
rent nor shall the Landlord be liable by reason thereof, provided all such work
is done as expeditiously as reasonably possible. The Landlord shall have the
right to use, install, maintain and repair pipes, wires, ducts, shafts, or other
installations in, under or through the Premises for or in connection with the
supply of any services to the Premises or any other premises in the Building.
Without limiting the foregoing, the Landlord hereby reserves the right at any
time and from time to time to make changes or revisions in its plans for the
Lands or the Building, including additions to, subtractions from, or
rearrangements of the building areas, walkways, parking areas or driveways,
tunnels, roadways and covered parking garages, and particularly the right to
construct other buildings and improvements on the Lands. The Landlord shall have
the right to enter into the Premises for such purposes, even during Normal
Business Hours and upon reasonable notice, without abatement of rent or any
compensation to the Tenant. The Landlord shall have the right for all purposes
to specify the date on which any such changes to the Lands or the Building
become part of the Lands or the Building, as the case may be.
35. CALCULATION OF AREAS
Wherever in this Lease reference is made to the size of any area or areas and no
other manner of measurement is stipulated, or the amount of any payment is
required to be determined in reference to the size of any area or areas, such
reference in the case of any enclosed area or areas shall be deemed to mean the
size of such area or areas measured from the outside surface of the exterior
walls, doors and windows thereof and from the centre line of all interior walls
separating such premises from the adjacent premises. Where any wall, door or
window of any premises is recessed from the leasing line of such premises the
area of such recess shall be included in the area of such premises.
A certificate of the Landlord's Architect as to the size of any area or areas,
or as the extent of any injury, or the portion of the Premises capable of being
used for the purpose for which they are leased, or the period within any injury
may be repaired, or the date on which any repairs have been completed, shall be
conclusive and binding on the parties.
36. FAILURE OF LANDLORD TO DELIVER POSSESSION
Anything in this Lease to the contrary notwithstanding, and in supplement to the
provision of Article 14, the Landlord shall not be deemed in default if the
Landlord is unable to give possession of the Premises on the commencement date
of the Term by reason of the holding over or the retention of possession by any
lessee or occupant or by reason of the fact that repairs, improvements or
decorations of the Premises or of the Building which the Landlord has agreed to
perform are not completed or for any other reason not due to the wilful act or
neglect of the Landlord. In such circumstances the rent shall not commence until
the date on which possession of the Premises is actually given to the Tenant and
no such failure to give possession of the Premises on the commencement date of
the Term shall in any way affect the validity of this Lease or the terms or
conditions of this Lease, nor shall the same be construed in any way to extend
the Term.
37. SECURITY DEPOSIT
Not applicable.
38. TURNKEY
The Landlord shall deliver to the Tenant the Premises on a turnkey basis whereby
the Landlord will complete the Tenant's Leasehold Improvements, the terms and
specifications of which will be identified and agreed to by the Landlord and
Tenant, which include, but are not limited to, the terms and conditions set
forth in Schedule "F" provided that in no event, unless otherwise agreed in
writing by the Landlord, shall the contribution of the Landlord for the Tenant's
Leasehold Improvements exceed the amount set forth in Scehedule "F". The quality
of the Leasehold Improvements to be made by the Landlord for the Premises will
be equivalent to the improvements made by or for the Landlord for the space
occupied by Mortice Xxxx Systems Inc. in UniPark III.
The Tenant's specifications for the Leasehold Improvements for the Premises will
be delivered to the Landlord within seven (7) business days following the
execution of this Lease.
39. LANDLORD'S WORK
The Landlord shall complete the Landlord's Work as outlined in Schedule "E" at
the Landlord's cost, by September 15th, 1996 to enable commencement of the
Turnkey to permit the Landlord to undertake and complete the Leasehold
Improvements as provided in Section 38 above.
IN WITNESS WHEREOF the parties hereto have executed this Lease.
FERDI INVESTMENTS COMPANY LIMITED
Per:/s/
------------------------------------
Title: President
-----------------------------------
I have authority to bind the Corporation.
NAVTECH SYSTEMS SUPPORT INC.
Per:/s/ Xxxxxxx X. English
------------------------------------
Title: Managing Director
-----------------------------------
SCHEDULE "A"
Part Lot 3, Municipal Compiled Plan of Part of Xxxx 00,
X.X.X., Xxxx xx Xxxxxxxx, being Part 1 Plan 58R-5914.
SCHEDULE "B"
FLOOR PLAN OF PREMISES
SCHEDULE "C"
RULES AND REGULATIONS FORMING PART OF THE WITHIN LEASE
1. The sidewalk, entry passages, elevators, fire escapes and common stairways
of the Building shall not be obstructed by any of the tenants or used by them
for any purpose other than for ingress and egress to and from their respective
premises. Tenants will not place or allow to be placed in the building corridors
or public stairways any waste paper, dust, garbage, refuse or anything whatever
that would tend to make them unclean or untidy.
2. The skylights and windows that reflect or admit light into passageways and
common areas of the Building shall not be covered or obstructed by any of the
tenants, and no awnings shall be put up, without the prior 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 no sweepings,
rubbish, rags, 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,
servants or employees the same is caused. Tenants shall not let the water run
unless in actual use, nor shall they deface any part of the Building.
4. No tenant shall do or permit anything to be done in the Premises or bring or
keep anything therein which will in any way increase the risk of fire, or
obstruct or interfere with the rights of other tenants, or violate or act at
variance with the laws relating to fires or with the regulations of the Fire
Department or the Board of Health.
5. Tenants, their clerks or servants, shall not make or commit any improper
noises on the Lands and Building, lounge about doors or corridors or interfere
in any way with other tenants or those having business with them.
6. Nothing shall be thrown by the tenants, their clerks or servants, out of
windows or doors, or down the passages, elevator shafts or skylights of the
Building.
7. No birds or animals shall be kept in or about the Premises nor shall the
tenants operate or permit to be operated any musical or sound producing
instrument or device inside or outside the Premises which may be heard outside
the Premises.
8. No one shall use the Premises for sleeping apartments or residential
purposes, or for the storage of personal effects or articles other than those
required for business purposes.
9. The Landlord shall have the right:
(a) to require all persons entering or leaving the Building after Normal
Business Hours as the Landlord may reasonably require, to identify themselves to
a watchman by the registration or otherwise to establish their right to enter or
leave; and
(b) to exclude or expel any peddler or beggar at any time from the
Premises, the Lands, or the Building.
10. Not applicable.
11. It shall be the duty of the respective tenants to assist and co-operate
with the Landlord in preventing injury to the Premises demised to them
respectively.
12. No inflammable oils or other inflammable, radioactive, dangerous or
explosive materials shall be kept or permitted to be kept in the Premises,
except in such quantities as may be required for normal office purposes and
provided that the Tenant shall take all necessary precautions in the use and
storage of such quantities. Nothing shall be placed on the outside of window
xxxxx or projections.
13. Except in the normal course of business, furniture, effects and supplies
shall not be taken into or removed from the Building or the Premises, except at
such time and in such manner as may be previously approved by the Landlord
acting reasonably, which approval shall include permission to use entrances,
doorways and freight elevators at certain times for such purposes, and upon such
terms (including payment of any usual charges for the use of freight elevators)
as the Landlord shall impose.
14. No bicycles or other vehicles shall be brought within the Building or Lands
except in the parking garage, and then only in compliance with the rules and
regulations as established and in force from time to time for the use of said
parking garage. In the event that the outdoor bike rack is full, then bicycles
may be brought into the Building, provided they shall not gain access through
the Building common corridors.
15. Business machines, filing cabinets, heavy merchandise, or other articles
liable to overload, injure or destroy any part of the Building shall not be
taken into it without the prior written consent of the Landlord which shall not
be unreasonably withheld and the Landlord acting reasonably 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.
16. The Tenant shall not change any locks nor place any additional lock upon any
door of the Premises without the prior written consent of the Landlord acting
reasonably. The Tenant shall be responsible for all locks and all keys to such
locks and shall return all keys to the Landlord upon termination of the Lease.
17. The Tenant shall give the Landlord prompt notice of any accident to or any
defect in the plumbing, heating, air conditioning, mechanical or electrical
apparatus or any other part of the Building.
18. Not applicable.
19. The parking of vehicles in the parking areas on the Lands shall not be
subject to any charge or regulation of the Landlord during the Term, including
any Renewal Term. The Landlord shall not be responsible for loss of or damage to
said vehicles or anything contained therein.
20. The Tenant will not deface or xxxx any part of the Premises, Lands or
Building and will not permit any hole to be drilled or made or nails, screws,
hooks or spikes to be driven into stone or brick work of the Building or any
appurtenances thereof without the prior written consent of the Landlord.
21. The lining of all window drapes facing the interior surface of all windows
shall be subject to the prior written approval of the Landlord as to colour and
material and the Tenant shall not hang and will remove all draperies which in
the Landlord's opinion do not conform to any uniform scheme of window coverings
established for the Building.
22. The Tenant shall at the end of each business day leave the Premises in a
reasonably tidy condition for the purpose of allowing the performance of the
Landlord's cleaning services.
23. The Landlord shall have the right to make such other and further reasonable
rules and regulations as in its judgment may from time to time be needed for the
safety, care, cleanliness and appearance of the Premises and the Building, and
for the preservation of good order therein, and the same shall be kept and
observed by the tenants, their clerks and servants.
24. No public or private auction or other similar type of sale of any
goods, wares or merchandise shall be conducted in or from the Premises.
25. No external telephonic, telegraphic, electronic, wire service or other
connections or electric wiring shall be made in places other than those
designated by the Landlord or without the authority of the Landlord, which
authority shall not be unreasonably withheld, and which will direct the
electricians or other workmen as to where and how any wires or equipment are to
be introduced and without any such directions, no boring or cutting or otherwise
will be permitted.
SCHEDULE " D"
SPECIAL PROVISIONS
EARLY OCCUPANCY:
The tenant has the right to occupy the leased premises prior to october 1st (or
earlier if the tenant improvements are completed) provided the lease has been
executed by both parties, to install its trade fixtures and personal property,
to establish a normal working environment, and may commence normal business out
of the leased premises. The tenant shall not pay any basic rent, or additional
rent, during the early occupancy period, but all other terms and conditions of
the lease shall be held in effect.
LEASE ASSUMPTION:
The existing lease at 000 xxxxxxxx xxxxx, unit a1 for 4,233 rentable square feet
will be assigned to ferdi investments company limited effective November 1, 1996
for the balance of the term (expiring December 14, 1996). Should this Lease
Assignment not transpire for any reason, the Landlord will pay to Navtech
Systems Support Inc. on the first day of each month, the monthly value of the
lease being Three Thousand four Hundred and Forty ($3,440.00 dollars plus GST
until lease termination. The Total value of this lease as of November 1, 1996
until December 14th, 1996 will be Five Thousand, One Hundred ans Sixty dollars
($5,160.00) plus GST.
EARLY TERMINATION:
The Tenant shall have the right at the end of the fifth year to terminate the
Lease with six (6) months prior written notice. This right will continue on an
annual basis until the end of the term. The Tenant will have the right to Early
Termination at any time before the fifth (5th) year should the Landlord be
unable to accommodate the Tenant's future growth in contiguous space within the
Unipark Buildings known as of this date as the University Office Park. Should
the Tenant terminate, the penalty will be the unamortized portion remaining of
the Tenant's Leasehold Improvements based on the unamortized portion of the
remaining Turnkey being not more than fifteen ($15.00) Dollars per square feet,
the unamortized portion of the Lease Assumption being Five Thousand, One Hundred
and Sixty Dollars ($5,260.00), the unamortized portion of the leasing commission
being approximately Sixteen Thousand and Eighty-Six ($16,086.00) dollars, and
the Rent being Eight Dollars and Forty-Eight Cents ($8.48) over the Term. The
amortization period for the above will be ten (10) years at Nine (9%) percent.
an example of the Early Termination penalty after the fifty (5th) year would be
as follows:
Tenant Improvement Allowance $120,000.00
Lease Assumption 5,160.00
Leasing Commission 16,086.00
--------- (end of
$141,246.00/10 years /9%=$86,895.00 5th year)
Rent
Year 1 $2.25 (blended rent) - $8.48 = $6.23
Year 2 $6.50 - $8.48 = $1.98
Year 3 $7.50 - $8.48 = $0.98
Year 4 $8.50 - $8.48 = $0.02+
Year 5 $9.50 - 8.48 =$1.02+
-------
=$8.15 X 8,000 S.F. = $65,200.00
+$86,895.00
----------
TOTAL OWING $152,095.00
ELECTRICAL REQUIREMENTS:
The Landlord represents, warrants and guarantees to the Tenant that the Premises
will have available, without additional cost to the Tenant, the power of
120/208V and a 347/600V 3 phase, 4 wire service to circuit breaker panels of
sufficient capacity to allow a connected load of 2 xxxxx per square foot for
lighting and 4 xxxxx per square foot of power. There shall also be an allowance
of a further 2 xxxxx per square foot for future requirements, for a total of 8
xxxxx per square foot. At no time during the Term shall the Landlord disrupt the
power source in any way whatsoever, unless with reasonable prior notice to
enable the Tenant to access the generator's power supply.
ROOF COMMUNICATIONS:
The Tenant shall have the right to install a satellite dish (or any other roof
communications subject to Landlord approval which shall not be unreasonably
withheld) on the roof of the Building, for the Term of the Lease or any Renewals
at no additional rental charges whatsoever. Upon termination, the Tenant shall
be required to remove, and make good and repair any alteration or damages to the
roof as a result of the installation of the equipment. The Tenant warrants that
its installation of roof-top communications equipment will not damage the roof
structure and that any damage as a result of its installation will be repaired
immediately at its own expense.
TELEPHONE REQUIREMENTS:
The Landlord represents, warrants and guarantees to the Tenant that the Premises
will have available within the Building, without additional cost to the Tenant,
the capacity to install a minimum capacity of 30 voice/data lines, and up to a
maximum of 60 voice/data lines. The Tenant shall have the right to install
access lines to the Building and the Premises and the Tenant shall pay the cost
of such installations. The Tenant shall have no obligation to pay to the
Landlord any additional amount with respect to the services referred to in this
paragraph.
FIRST RIGHT OF REFUSAL:
The Tenant has the First Right of Refusal to lease the adjacent contiguous space
during the Term or the Renewal Term of the Lease, subject only to the provisions
of Mortice Xxxx Systems Lease re: notice of additional space available in the
building. Should the Tenant expand into this space within twenty-four (24)
months of the Lease Commencement, this space will be leased under all the same
terms and conditions as outlined in the Lease. After this twenty-four (24) month
period from Commencement Date this additional space will be leased under the
same terms and conditions as outlined in the Lease, except for the Free Rent,
Leasehold Improvement Allowance, and Basic Rent, which shall be at the then
current market Rent for similar space in a similar building in a similar
location. Should the Landlord receive a bona fide Offer to Lease from a third
party for the said space, then the Tenant shall have ten (10) business days,
from receipt of such notice from Landlord to exercise in writing this First
Right of Refusal. If the Tenant gives up this right, and the space once again
becomes available during the existing Term, then the First Right of Refusal
shall remain in effect.
PARKING:
The Landlord will provide unlimited free on-site surface parking for business
use for the vehicles of employees and visitors during the entire Term and
Renewal Term of the Lease.
KEYS:
The Landlord shall supply the Tenant with the keys for the main front entry door
and suite entry for all employees at no cost to the Tenant.
COMMISSIONS:
A Commission of two and one half percent (2.5%) of the total value of the net
rent on a ten(10) year Term will be paid to Xxxxx Xxxx Real Estate Ltd. Upon the
Tenant having occupied the Premises and the Lease having been fully executed by
the Tenant.
SPACE PLAN ALLOWANCE:
The Landlord shall contribute One Thousand and Five Hundred ($1,500.00) to
Xxxxxxx Judge towards the space planning expenses as provided for in the Offer
to Lease forthwith upon execution of this Lease if not already paid prior to the
execution hereof. The Landlord shall also pay for the work completed at UniPark
III for the initial space plan which will not be included in the above Space
Plan Allowance.
SCHEDULE "E"
LANDLORD'S WORK
The following Landlord's Work will be completed by September 15th, 1996, or
earlier at the sole cost to the Landlord, and will not be included as part of
the Turnkey as outlined in Schedule "F".
1) Any necessary demolition to bring the space back to base building. The Tenant
has the right to reuse any existing items on the first floor including, but not
limited to, improvements or fixtures at no extra cost to the tenant. The
Landlord will repair any damage to the base building surfaces as a result of
such demolition to receive new finished as per the Tenant's specifications.
2) Any burnt out lights and ballasts will be replaced.
3) All ceiling tiles will be removed prior to construction and replaced after
completion. Any damaged or discoloured ceiling tiles will be replaced. Any
damaged ceiling grid will be replaced.
4) Landlord shall provide interior double glass suite entry doors as per the
Tenant's specifications, and any necessary building standard egress door. Should
the Landlord not agree to the interior door, then the Landlord shall be required
to install exterior glass entry doors, and an interior vestibule as per the
Tenant's specifications.
5) The floor shall be brought back to smooth concrete, and sealed ready to
receive floor covering as per Tenant's specifications.
6) Demising walls, (to slab and insulated) to be erected as per the Tenants
specifications, exterior and interior will be finished in drywall, taped, primed
and painted as per Tenant's specifications. All the existing demising walls must
also be insulated and to slab, and repaired if necessary.
7) Building standard window covering will be installed by the Landlord.
8) Power distribution. The Landlord will be responsible to bring the
necessary power distribution from the designated electrical panel to the
Tenant's Premises.
9) Telephone distribution. The Landlord will be responsible to bring any
necessary Telephone distribution to the Telephone closet located on the ground
floor.
10) The Landlord will provide sprinklers in the Premises to comply with all fire
regulations, should it be required by governmental authorities.
11) The Landlord will install standard base building mechanical distribution.
The Tenant will be responsible to reconfigure the distribution as per plans.
12) Landlord will relocate any fire hose cabinets if so required.
13) Landlord will replace or repair all windows within the Premises and will
guarantee that any future repairs or replacements will be at the expense of the
Landlord, for the first (1st) year of the Term.
14) The Landlord will recarpet and recover the walls of the first floor
corridors. The Landlord will make best efforts to consult where ever possible
with the Tenant on the colour selections being used.
SCHEDULE "F"
TURNKEY FOR THE TENANT'S LEASEHOLD IMPROVEMENTS
The following Tenant's Leasehold Improvements will be performed by the Landlord
on behalf of the Tenant as a Turnkey, up to a maximum amount of Twenty Dollars
($20.00) per square foot. The Landlord shall act as general contractor and will
work with the Tenant to establish a budget and to assist with the expedition of
the Turnkey within the proposed budget. Following completion of the Turnkey the
Landlord will provide the Tenant with a reconciliation of the Leasehold
Improvement portion of the Turnkey (excluding the Generator).
1) All necessary working drawings, and related design fees (excluding the
Space Plan).
2) The distribution of all power, plumbing and cabling within the Premises.
3) All floor covering within the Premises.
4) All interior partitioning and mill work as per plans.
5) Paint with finish coat the interior of the demising wall of the Premises.
6) Installation of any light fixtures above the normal light fixtures
provided by the Landlord.
7) Generator: As part of the Twenty Dollar ($20.00) Turnkey Allowance, the
Landlord shall allocate up to a maximum amount of Five Dollars ($5.00) per
square foot to a Uninterrupted Power Supply needed for the computer equipment
which will also include the installation and purchase of the generator. This
generator will be independent of the building's main power supply and will be
exclusively used the Tenant during the Term or any Renewals. It shall have a
capacity of 25KW.
5) Paint with finish coat the interior of the demising wall
