AGREEMENT OF LEASE
signed on April 26,2000
between
9033-0176 Quebec inc
(the "Lessor")
and
SWORD COMP-SOFT.
(the "Lessee")
Table of contents
titles
PARTIES
Article 1 ESSENTIAL DISPOSITIONS, DEFINITIONS AND INTENT Article 2 LEASE AND
DELIVERY OF LEASED PREMISES Article 3 SERVICES FURNISHED TO THE LESSEE Article 4
RENT Article 5 USE AND MAINTENANCE OF LEASED PREMISES Article 6 LEASEHOLD
IMPROVEMENTS Article 7 ACCESS BY LESSOR TO LEASED PREMISES Article 8 DAMAGE AND
DESTRUCTION Article 9 EXPROPRIATION Article 10 DAMAGES Article 11 SIGNS AND
ADVERTISING Article 12 COMPLIANCE WITH LAWS AND INDEMNIFICATION Article 13
SUBLET AND ASSIGNMENT Article 14 ASSIGNMENT BY LESSOR Article 15 DEFAULT AND
RECOURSE Article 16 NOTICE 22 Article 18 TERMINATION OF LEASE Article 19
UNAVOIDABLE DELAY Article 20 MODIFICATION OF LEASE AND PERFORMANCE BY A THIRD
PARTY Article 21 MISCELLANEOUS Article 22 REGULATIONS Article 23 SPECIAL
PROVISIONS/SCHEDULES
SCHEDULES
SCHEDULE "A" REGULATIONS
SCHEDULE "B" LESSEE'S RESOLUTION
AGREEMENT OF LEASE
BETWEEN: 9033-0176 Quebec inc., a company duly incorporated under the laws
of the Province of Quebec, having its head office at 634
Louviere, Vimont, Laval, H7W 5G7, hereinacting and represented
by, Leasing Director, duly authorised for the purposes hereof, as
they so declare;
(hereinafter referred to as the "Lessor")
AND: SWORD COMP-SOFT CORP., a company duly incorporated under the law
of Delaware United States, having its head office at 4055 ST.
Catherine w., Westmount, Quebec H3Z 3J8 herein acting and duly
represented by Leonard Stella, its COO duly authorised for the
purposes hereof, as declared and as more fully set forth in the
resolution attached hereto as Schedule "B";
(hereinafter referred to as the "Lessee")
THE PARTIES HEREBY MUTUALLY AGREE AS FOLLOWS:
ARTICLE 1
ESSENTIAL DISPOSITIONS, DEFINITIONS AND INTENT
1.1 Essential dispositions - Following are certain essential dispositions
of the Lease which are further acknowledged in the Lease:
1.1.1 LEASED PREMISES: means premises of an approximate area of
eight hundred square feet (800 sq. ft.) ("Leasable Area of
the Leased Premises identified as premises number 133
("Leased Premises") of the building located 4055 St.
Catherine w., Westmount, Quebec, H3Z 3J8 ("Building").
1.1.2 TERM: the period ("Term") beginning , the first of May 2000
or the date on which the Lessee takes possession of the
Leased Premises, understanding the earliest of the two dates
("Commencement of the Lease"), and terminating June 30th,
2005 ("Termination of Lease"), unless the Lessee exercises
its option (s) to renew the Lease provided in article 1.1.8
(Special Provisions) of the Lease, in which case the Lease
shall terminate June 30th, 2010.
1.1.3 USE OF THE LEASED PREMISES : the Leased Premises shall be
used for no other purpose than office purposes.
1.1.4 ANNUAL RENT : Throughout the Term, an annual guaranteed rent
equal to :
- for the period commencing on May 1st, 2000 and
terminating on June 30th, 2005, an annual rent of
$18,000 US, payable in advance, in equal monthly and
consecutive installments of $1,500 US each, on the
first day of each month during for this period, based
on a net rate of twenty-two, fifty US per square foot
($22.50 US/sq. ft.) of the Leasable Area of the Leased
Premises;
- The Annual Rent is payable to the Lessor in accordance
to article 4.1 of the Lease
1.1.5 BUSINESS HOURS: means the period between 7h00 a.m. to 18h00
p.m., Monday to Friday on business days excluding legal
holidays and such other times as the Lessor may set from
time to time;
1.1.6 PAYMENT OF RENT: All payments that must be effected
according to the Lease shall be made to the order of
9033-0176 Quebec Inc.
1.1.7 NOTICE AND REQUEST:
i) in case of a notice to the Lessor :
9033-0176 Quebec Inc.
634 Louviere
Vimont , Laval
H7W 5G7
Care of: Leasing Director
ii) in case of a notice to the Lessee :
Sword Comp-Soft Corp.
4055 St. Catherine w. suite 133
Westmount, Quebec
H3Z 3J8
Attention: Leonard Stella
1.1.8 SPECIAL PROVISIONS
i) FREE INSTALLATION PERIOD
ii) RENEWAL OPTION FOR FIVE (5) YEARS AT AN AUGMENTATION OF
5% TO $18,900 US ANNUALLY WITH THE LEASE CONDITIONS REMAINING THE SAME.
1.2 DEFINITIONS - When used in this Lease, and unless incompatible with
the context in which they are utilised, the following words and
expressions have the meaning hereinafter set forth:
1.2.1 "Common Areas and Facilities": means all areas and
facilities of the Immovable which are not intended for the
exclusive benefit of any lessee in particular, as determined
by the Lessor from time to time;
1.2.2 "Contaminants and Hazardous Materials": have the meaning
attributed thereto in the Environmental Legislation and
include any material which, because of its properties,
presents a real or potential hazard to the environment or
the health of users of the Immovable or of the Leased
Premises;
1.2.3 "Environmental Legislation": means all federal, provincial
or municipal legislative and regulatory environmental
provision, including, in all cases, any judgements, orders,
notices, notices of offence, decrees, codes, rules,
instructions, policies, guidelines and guides,
authorisations, certificates of authorisation, approvals,
permits and licenses issued by any authority having
jurisdiction, the whole as amended from time to time;
1.2.4 "Fiscal Period": means a period commencing on the first
(1st) day of January of the year and ending on the last day
of December next following, with the exception of the first
Fiscal Period, which shall begin at the same time as this
Lease and terminate on the thirty-first (31st) day of
December next following, and with the exception of the last
Fiscal Period, which shall terminate at the same time as
this Lease; however, the Lessor expressly reserves the right
to change the Fiscal Period and its duration. Should the
Fiscal Period be modified or should a part only of a Fiscal
Period be comprised in the Term, the parties shall
immediately make the necessary adjustments.
1.2.5 "Immovable": means the land plus the Building and other
structures erected thereon from time to time;
1.2.6 "Leasable Area of the Leased Premises": means the area of
the Leased Premises as calculated according to the criteria
of BOMA. At any time during the Term, the Lessor's architect
or land surveyor may definitely determine the Leasable Area
of the Leased Premises. The architect's or land surveyor's
certificate with respect to the Leasable Area of the Leased
Premises shall be conclusive and shall bind all parties
herein retroactively to the Commencement of the Lease;
1.2.7 "Lease": means and refers to this agreement and its
schedules, as well as any amendments thereto;
1.2.8 "Leased Premises": means the premises as described in
article 1.1.1 of this Agreement and subject to the
Lessor's architect's or land surveyor's measurement;
1.2.9 "Lessee": means the Lessee or its successor;
1.2.10 "Lessor": means the owner of the Immovable or its mandatory;
1.2.11 "Operating Expenses": means, all costs incurred in the
operation, administration, maintenance, repair, supervision
and management of the Immovable, including, namely:
1.2.11.1. salaries, wages and costs related to fringe
benefits and pension plan benefits for all
employees of the Lessor engaged in the
operation, maintenance, repair, surveillance,
supervision and management of the Immovable;
1.2.11.2. the cost of all goods and services furnished,
employed or utilised in the operation,
maintenance, repair, surveillance, supervision
and management of the Immovable, except for the
cost of special goods and services furnished to
certain lessees of the Immovable, for which the
said lessees are responsible;
1.2.11.3. the reasonable rental value of the space
occupied by employees of the Lessor engaged in
the administration, supervision or management
of the Immovable, and by all administrative
services of the Lessor, as well as of any space
required or utilised in the Immovable for
security, welfare, health, protection or other
similar services, for the benefit of the
Immovable and its users in general;
1.2.11.4. the costs related to the maintenance of a
public order and security service;
1.2.11.5. the costs of auditing, accounting and
management incurred in the operation of the
Immovable;
1.2.11.6. the costs related to the planning, maintenance,
repair and decoration of the Common Areas and
Facilities of the Immovable, including the
cleaning of windows and exterior walls, snow
removal, cleaning, repair and maintenance of
the Land, and contracts with independent
contractors;
1.2.11.7. the cost of all repairs to the Immovable,
including the replacement of any equipment,
apparatus, machinery or other property of the
Immovable;
1.2.11.8. the cost of any modifications and improvements
to the Immovable, including, without limiting,
modifications or improvements to the machinery
and equipment contained therein and the cost of
any modifications and additional equipment and
specialised services needed in the Immovable
for energy conservation measures, when, in the
opinion of the Lessor, these expenditures are
likely to reduce the Operating Expenses or be
such as to improve the welfare or the security
of the lessees or other occupants of the
Immovable, or when such equipment,
modifications, materials or improvements are
required by law;
1.2.11.9. the total capital depreciation or amortisation,
calculated according to the straight-line
depreciation method, based on the useful life
of the capital assets, or on any other shorter
period of time as may be reasonably determined
by the Lessor, on the cost of all equipment,
apparatus or machinery and other property
required for the operation, maintenance,
repair, surveillance, supervision, management,
modification or improvement of the Immovable
and the establishing of energy conservation
measures which, in the opinion of the Lessor,
have a useful life longer than one Fiscal
Period and the cost of which has not been fully
included in the Operating Expenses of the
Fiscal Period of their acquisition (in
accordance with generally accepted accounting
principles) with interest at the Prime Rate
upon the undepreciated or unamortized portion
of the cost of said asset(1)
1.2.11.10. the cost of energy to ensure: the humidifying,
the heating, the ventilating, the
air-conditioning and the lighting of the
Immovable and not exceeding the standards of
these presents, the supply of domestic hot
water at all times all other services of the
Immovable requiring energy excluding the sums
payable by the Lessee in conformity with
Article 3.6 of these presents.
1.2.11.11. the real cost of all insurance premiums paid by
the Lessor with respect to the Immovable, in
accordance with prudent insurance practices or
as may be required by the creditors of the
Lessor, as well as payment for the franchises.
1.2.12 "Prime Rate": means the rate designated by the National Bank
of Canada as being its prime rate, plus five ( 5 )
percentage points.
1.2.13 "Real Estate Taxes": means all levies of any nature
whatsoever on the ownership or operation of the Immovable,
including interest on deferred payments, but excluding tax
on the income or on the capital of the Lessor (except that
part of the tax on the capital attributable to the
Immovable, which is included) and excluding any tax on real
estate transfers;
1.2.14 "Rent": means the Annual Rent;
1.2.15 "Surtax": means any surtax on non-residential immovable or
any other tax imposed under the Municipal Taxation Act
L.R.Q., c. F- 2.1, as modified by L.Q. 1991. c. 32 and L.Q.
1992, c. 532 and any other future modifications.
1.2.16 "Taxes": means all governmental levies usually paid by
lessees (e.g. water and business taxes, GST, Quebec Sales
Tax), in connection with the Leased Premises, the contents
thereof or the business conducted therein;
1.2.17 "Taxing Authority": means any governmental authority
whatsoever, legally authorised to impose taxes;
1.2.18 "Term": means the period commencing on the date stipulated
as the Commencement of the Lease and terminating on the date
stipulated as the Termination of the Lease;
1.2.19 "Unavoidable Delay": means a delay caused by circumstances
(except for the financial situation of either of the
parties), which are reasonably beyond the control of the
Lessor or the Lessee, as the case may be;
ARTICLE 2
LEASE AND DELIVERY OF LEASED PREMISES
2.1 Lease of Leased Premises - The Lessor hereby leases to the Lessee the
Leased Premises for the Term and in consideration of the Rent to be
paid by the Lessee hereunder and of the other provisions and
obligations to be observed and executed by the Lessee hereunder.
2.2 Delivery and Finishing of Leased Premises - The Lessee acknowledges
having carefully examined the Leased Premises in their present state
and declares being fully satisfied therewith. If such examination has
not been made, the Lessee undertakes to do so at the time of delivery
of the Leased Premises and to notify the Lessor in writing within ten
( 10 ) days of taking delivery of any defect in the Leased Premises.
Should the Lessee fail to do so, the Lessee shall be deemed to have
taken delivery of the Leased Premises in a good state and to be
satisfied therewith, and to acknowledge that i) the Lessor has
discharged all its obligations in the preparation and delivery of the
Leased Premises and ii) the Leased Premises may be used for the
purposes for which they have been leased.
2.3 Minor Deficiencies - Notwithstanding that the Leasehold Improvements
are not fully completed at the Commencement of the Lease, the Leased
Premises shall be deemed ready for delivery and the Term shall not be
affected so long as such incomplete work does not significantly
interfere with the use of the Leased Premises.
ARTICLE 3
SERVICES FURNISHED TO THE LESSEE
3.1 Description of Services - The Lessor agrees to supply to the Lessee
the following services:
3.1.1 "Air-Conditioning": The Lessor shall supply, during Business
Hours, air-conditioning to the Leased Premises. All special
requests shall be at the expense of the Lessee. The Lessee
shall be liable for the improper functioning of the system
caused by non-conforming partitions, by changes to the
Leased Premises, by the absence of sunshields, by the
excessive use of electrical power, or by the use of
apparatus resulting in the releasing of excessive heat by
the Lessee.
3.1.2 "Elevators": The Lessor shall supply passenger elevators
during Business Hours. At all other times, limited elevator
service shall be available.
The Lessee shall have the use of escalators, if any, and
elevators, in conjunction with all other persons having
access thereto.
The freight elevator, if any, shall be used for the
conveyance of furniture to the Leased Premises, the whole
pursuant to the Lessor's guidelines. Any deliveries shall be
made at the loading ramp of the Building only, and may be
made solely by the representatives of the Lessee.
3.1.3 "Heating": The Lessor shall heat the Leased Premises during
Business Hours. The Lessee shall be liable for any
malfunctioning of the system attributable to non-conforming
partitions or to changes to the Leased Premises.
3.1.4 "Lighting": The Lessor shall provide, at its cost, at the
Commencement of the Lease, standard electrical equipment of
the Immovable as well as the "Supplies" necessary for its
functioning such as bulbs and starters. Thereafter, the
Supplies shall be at the cost of the Lessee, the Lessor
reserving its right to replace all of the Supplies in whole
or in part, should this practice be in conformity with
proper real estate management. The Lessor shall pay all
Hydro bills incurred as the cost of lighting leases
premises.
3.1.5 "Business Hours": The Building shall be open during Business
Hours. At all other times, the Lessor shall ensure that the
Leased Premises are reasonably accessible.
3.1.6 "Cleaning": The Lessor shall have the Leased Premises
cleaned, outside of Business Hours, according to the
Lessor's usual standards. The Lessee shall leave the Leased
Premises in a proper state. Should, however, the wall or
floor coverings of the Leased Premises differ from the
standard coverings of the Building, or should additional
services be required by the Lessee, the Lessee shall
pay the Lessor the resulting supplementary costs, as
Additional Rent.
3.1.7 "REAL ESTATE TAXES": The Lessor shall bear the costs of all
real estate taxes related to the leased premises regular
and/or special taxes and all surtaxes levied.
3.1.8 "INSURANCE": The Lessor shall keep in force: business
liability insurance for the leased premises there in the
amount of three million dollars ($3,000,000) for each
occurance naming both Lessor and Lessee as the insured
parties. The lessor shall also keep fire insurance
commensurate with the value of the leased premises and all
equipment therein the amount to be agreed to by both Lessor
and Lessee.
3.2 OTHER OPERATING EXPENSES - The Lessor shall bear the cost of all normal
maintenance and administrative expenses of the leased premesis.
3.3 Use of Common Areas and Facilities - The Lessee shall be entitled to
use and to benefit from the Common Areas and Facilities of the
Immovable, in conjunction with all others also entitled to such
and having access thereto. The Lessor may at any time change the
form and destination of the Immovable and of its Common Areas and
Facilities insofar as the enjoyment of the Leased Premises are not
substantially affected.
3.4 Supplies and Services - Only the Lessor or its designated suppliers
may provide electrical supplies and services.
3.5 Suspension of Services - In the event of an accident or for the
purpose of affecting work, or for any reason beyond the Lessor's
control, the Lessor shall be entitled to suspend or to modify any
service required to be provided under the Lease for such time deemed
reasonable by the Lessor.
3.6 Additional Services - All additional services or services
provided outside Business Hours, which the Lessor accepts to
provide upon the demand of the Lessee, shall be so provided upon
sufficient prior notice and at the expense of the Lessee. The costs
and expenses incurred by the Lessor in rendering such additional
services shall be subject to an increase of fifteen per cent (15%)
for administration fees.
The Lessor shall supply electrical power to the Leased Premises, of a
capacity to meet a maximum demand of forty ( 40 ) watts per square
metre.
The Lessee undertakes to never consume an amount of electrical power
exceeding the capacity of the facilities supplying the Leased
Premises. The Lessor shall be entitled to make the necessary
verifications.
3.7 Damages caused during the provision of services - The Lessor shall not
be liable to any person for any damages in connection with the
services described in this Article, whether the services are provided
or not, unless caused by the fault or negligence of the Lessor or of
its employees. However, in no case shall the Lessee have the right to
a reduction of the Rent or to resiliate the Lease. The Lessor shall,
however, to the extent possible, remedy the situation with due
diligence and within a reasonable delay.
ARTICLE 4
RENT
4.1 The Rent shall be paid on the first (1st) day of each month, at the
address indicated by the Lessor without notice and without any
abatement or compensation whatsoever. Adjustments for parts of months
shall be made on a per diem basis.
ARTICLE 5
USE AND MAINTENANCE OF LEASED PREMISES
As an essential condition of the Lease, it is agreed that the Lessee shall use
the Leased Premises as determined in article 1.1.3 of the Lease and in
conformity with the dispositions of the present article.
5.1 Use of the Leased Premises - The Lessee undertakes to use the Leased
Premises with prudence and diligence. The Lessee undertakes not to
disturb the peaceful enjoyment of the other lessees, failing which,
the Lessee will be liable towards the Lessor and the other lessees for
any damage that may result, whether such damage is caused by the
Lessee's own acts or by the acts of persons which the Lessee has
allowed to use or have access to the Leased Premises. The Lessee
acknowledges and agrees that it is only one of many other lessees in
the Building and that therefore the Lessee shall conduct its business
in the Leased Premises in a manner consistent with the best interest
of the Immovable as a whole.
5.2 Prohibited Use - Without limiting the generality of the foregoing and
without derogating from the Lessee's obligations as provided in
Article 7.1 hereof, the Lessee will not use or permit or suffer the
use of the Leased Premises, or any part thereof, for any of the
following businesses or activities, in or from the Leased Premises:
5.2.1 any unethical or fraudulent practice;
5.2.2 any business or activity in respect of which the Lessor has
granted an "exclusive" provision in other leases or offers
to lease entered into by the Lessor and concerning which the
Lessor has given the Lessee written notice. The Lessee
agrees not to conduct its business in the Leased Premises in
a manner that would cause the Lessor to be in contravention
of such exclusive clauses and agrees to indemnify and save
the Lessor harmless against and from any actions or claims
and for all costs and expenses in connection therewith. If,
in the Lessor's opinion, the use by the Lessee of the Leased
Premises is prohibited by a provision of another lease, the
Lessee shall immediately discontinue such use, upon written
notice by the Lessor, failing which, the Lessor shall have
the right to a payment of a penalty equal to four times the
Minimum Rent payable for each day of default or terminate
this Lease by written notice, without prejudice to any of
its other rights and recourses.
The Lessee hereby acknowledges and agrees that, for the
purposes of Article 16.4 hereof, the Lessor, in refusing any
sublet or assignment for any of the aforesaid businesses or
activities, shall not be considered as unreasonably
withholding its consent. Moreover, the Lessor may insist
that the Lessee cease all prohibited activity forthwith upon
demand.
5.3 Occupancy of the Leased Premises - The Lessee shall occupy the Leased
Premises and shall continuously and actively operate its business in
the entire area of the Leased Premises during the whole Term; the
Lessee shall not leave the Leased Premises vacant or unoccupied at any
time during the Term, and shall keep therein the moveable property
which is normally used in the operation of its business, the whole at
all times throughout the Term. The Lessee acknowledges that its
obligations pursuant to this Article 7.3 are of the utmost importance
to the Lessor in order to avoid the appearance and impression
generally created by vacant space, to facilitate the leasing of space
in the Building, and to maintain the character, quality and image of
the Building. Furthermore, the Lessee acknowledges that the Lessor
shall suffer important, serious and irreparable damages if the Lessee
does not conform to the provisions of the present Article 7.3, and
this, even if the Lessee continues to promptly pay all Rent and
Additional Rent herein provided.
5.4 Maintenance and Repair of the Leased Premises - The Lessee shall
assume and pay for all expenses related to the use and the maintenance
of the Leased Premises. In this regard, the Lessee undertakes to
effect, at its cost, all replacements and repairs necessary to
maintain the Leased Premises in a good state, with the exception of
such replacements and repairs due to ageing and normal wear and tear.
The present provision includes the Lessee's obligations to pay for
replacements and repairs related to the structure or to the
electro-mechanical systems of the building when such replacements or
repairs are attributable to an act or omission of the Lessee or of any
person the Lessee allows to use or to have access to the Leased
Premises. It is expressly agreed that all work or replacements to the
electro-mechanical systems shall only be effected by the Lessor.
In addition, the Lessor may, at all times, without court
authorisation, effect all necessary work, replacements, repairs and
maintenance which, in its opinion, is deemed to be necessary in order
to ensure the conservation and the enjoyment of the Immovable and the
Leased Premises. If the Lessor proceeds with such work, it shall
ensure that the enjoyment of the Leased Premises is not materially
diminished. If necessitated by the nature of the work, replacements,
repairs and maintenance, the Lessor may require the Lessee, without
court authorisation, to vacate or to be temporarily dispossessed of
the Leased Premises. The Lessor shall exercise its right in a
reasonable manner and indemnify the Lessee. Notwithstanding the
foregoing, the Lessee shall in no event resiliate or request a
reduction of Rent.
5.5 Inspection and Repairs - The Lessor and its representatives may enter
the Leased Premises at all times to examine their condition and to
make such modifications which they deem necessary or useful for the
operation and the proper maintenance of the Immovable or of its
electro-mechanical systems.
5.6 Right of Access- If the Lessor deems it necessary to install in the
Leased Premises those portions of systems serving the Immovable, the
Lessee shall authorise the Lessor to carry out such work without being
compensated, provided that the enjoyment of the Leased Premises is not
materially diminished.
5.7 Refuse - The Lessee shall follow the instructions of the Lessor with
respect to refuse.
5.8 Notice of Defects - The Lessee shall notify the Lessor within a
reasonable delay, of any defect or deterioration which is susceptible
of damaging the Leased Premises, the Building or the Common Area and
Facilities.
ARTICLE 6
LEASEHOLD IMPROVEMENTS
6.1 All Leasehold Improvements carried out in the Leased Premises before or
during the Term, shall be first approved by the Lessor, and shall meet
the following conditions:
6.1.1 In order to avoid the suspension of work, the Lessee
shall have the work performed, at its own expense, by
contractors and subcontractors approved by the Lessor.
Such contractors and subcontractors shall:
Before the beginning of the work:
a) provide the Lessor with the plans and specifications,
beforehand signed by the Lessee, showing the proposed
Leasehold Improvements, as well as all documents
necessary to work approval, like construction permits,
architecture plan bearing the architects seal,
elevation plan and finish samples, plan of mechanical
and electrical distribution, bearing the seal of a
specialised engineer, if need be. Should the plans
and specifications be approved by the Lessor and
bear the Lessors seal, the Leasehold Improvements
must be carried out in conformity with such
plans and specifications. No Leasehold Improvements
shall be performed by the Lessee as long as the
plans are not approved by the Lessor and attested
by the Lessors seal;
b) provide the certificates of compliance, as well as
the following documents:
- Company signing resolution;
- Bid bond (when required; the bid bond must be
presented with the tender);
- Performance bond (when required);
- Licence from the Regie des entreprises de
construction;
- Certificate of compliance with CCQ; (competency
card, permits, etc.)
- Certificate of compliance with CSST;
(contributions paid, etc.)
- List of subcontractors;
c) obtain the necessary permits and authorisations;
d) carry out the Leasehold Improvements, according to the
Lessors instructions;
e) contract, and provide copy of, an insurance against
civil liability, covering their activities in the
Building, until the date of issuance of the certificate
of total performance of work, for an amount of at least
two million dollars ( $ 2,000,000.00 ), as well as a
general property insurance policy covering at least the
amount of the price of the contract and full value of
the specified products to be provided by the contractor
in order to be incorporated to the work. The insurance
contract shall include the Lessor as a co-insured party
and comprise an undertaking clause by such insurers to
notify the Lessor in case of cancellation or
modification of the insurance policy, at least thirty (
30 ) days in advance. To this effect, the contractor
shall be responsible for all damage caused by its
contractors, subcontractors, as well as its suppliers.
Moreover, it is expressly agreed that all work related to
the electromechanical systems will be performed only and
solely by the Lessor.
It is also agreed that the Lessee shall be responsible for
all the professionals and contractors hired on this project.
The Lessee shall also designate a representative who will
communicate with the Lessors supervisor.
6.1.2 It is acknowledged that the Lessee is in no way acting as
the Lessors mandatory with respect to the Leasehold
Improvements carried out in the Leased Premises, and that
such Leasehold Improvements are performed by the Lessee for
its own benefit, even if the Lessor grants the Lessee an
allowance for the work, as it is common practice on the
market.
6.1.3 Furthermore, at least ten ( 10 ) days before the work in the
Leased Premises begin, the Lessee shall provide the Lessor
with, and this at the Lessors discretion, a security bond on
the construction or a banks letter of credit for the value
of the work to be done, which form and content shall be
subject to the Lessors approval acting reasonably, or a
notice of waiver and a commitment of release for all legal
hypothec or right of legal hypothec that could arise out of
the materials supplied. Should the Lessee default in
providing the Lessor with the guaranties required, the
Lessor can order the immediate ending of the work being done
or to be carried out by such contractor or subcontractor in
the Leased Premises.
6.1.4 Should an hypothec or other security be registered, the
Lessee shall have such hypothec or security cancelled within
fifteen ( 15 ) days. Should this cancellation not be done,
the Lessee shall provide the Lessor with a sufficient
deposit to pay the said hypothec or other security, along
with the pertaining legal fees. Such amount will be
reimbursed to the Lessee, less the expenses incurred by the
Lessor, upon proof of cancellation of the hypothec or
security. If the Lessee defaults in depositing the required
amount, the Lessor shall have the right to cancel such
hypothec or security, and then claim from the Lessee the
reimbursement of the incurred expenses, along with the fees
and the interests, at the Prime Rate.
6.1.5 Each contractor shall respect the working rules of the
Building, a list of which shall be given to the contractors
at the moment of the granting of the contract. The
contractors shall also respect all construction codes. All
work shall be performed after the Business Hours of the
Building. Should some work have to be executed during the
Business Hours, said work shall first be authorised and
permitted by the Buildings manager. Moreover, should the
Lessee have work executed in an area other than the Leased
Premises, or should the Lessee use the freight elevator,
during the performance of work in the Leased Premises, the
Lessor shall provide the services of a security guard, at
the Lessees expense.
The contractor shall be responsible for all damage caused by
its subcontractors, as well as its suppliers, and therefore
the Lessee shall ensure that the contractor has suitable
insurance to this effect.
6.1.6 The Lessee shall provide the Lessor with the plans as
constructed, shop drawings mechanical balancing report,
plans approved by the City, and operating manuals, within
two (2) weeks following the completion of work.
6.2 All Leasehold Improvements shall become the Lessors property, as soon
as they are installed in the Leased Premises and shall be surrendered
with the Leased Premises at the Termination of the Lease, without any
compensation whatsoever to the Lessee. Notwithstanding the foregoing,
the Lessee shall, at the End of Term or at the moment of any
anticipated resiliation of the Term, at its own costs, remove all
Leasehold Improvements for which the removal has been demanded by the
Lessor, should it have been brought in the Leased Premises before or
after the Commencement of the Lease, by the Lessor or the Lessee, or
by the Lessor for the previous Lessee. Should the Lessor require so,
the Lessee shall, at its own expense, leave the Leased Premises in
base building state. The Lessee shall, at its own expense, leave the
Leased Premises in good state and clean, under reserve of the repairs
due to normal ageing, and repair all damage caused to the Building due
to the removal of the Leasehold Improvements.
Provided that the Lessee executed its obligations in virtue of the
Lease, at the moment of the End of the Lease, the Lessee shall be
entitled to remove from the Leased Premises all its movable properties
in the Leased Premises. However, all movable properties left in the
Leased Premises after the End of the Lease shall be deemed to be
abandoned, and the Lessor may dispose of such properties as it sees
fit, without compensation of any nature to the Lessee.
ARTICLE 7
ACCESS BY LESSOR TO LEASED PREMISES
7.1 Visiting the Leased Premises - During the last twelve ( 12 ) months of
the Term of this Lease, the Lessee shall permit any person interested
in leasing the Leased Premises to visit the Leased Premises during
Business Hours.
The Lessee shall permit the Leased Premises to be visited by any
broker, purchaser, lender or evaluator of the Immovable. The Lessor
shall exercise its right in a reasonable manner.
ARTICLE 8
DAMAGE AND DESTRUCTION
8.1 Destruction of Leased Premises - Should the Leased Premises be
destroyed or damaged, the Lessor shall state its intention to the
Lessee by way of written notice transmitted to the Lessee within
thirty ( 30 ) days of the loss, to the effect that the Leased Premises
are:
8.1.1 wholly uninhabitable or that their use is dangerous and
cannot be reasonably repaired within one hundred and eighty
( 180 ) days following the loss, in which case either party
may resiliate the Lease with retroactive effect to the date
of the loss; if such notice is not given within five ( 5 )
days following the notice provided for in Article 11.1, the
Rent shall abate from the date of the loss until the Leased
Premises are repaired and are ready to be occupied by the
Lessee.
8.1.2 wholly uninhabitable or that their use is dangerous but are
reasonably reparable within one hundred and eighty ( 180 )
days following the loss, as the case may be, the payment of
Rent shall abate from the date of the loss until such time
that the Leased Premises are repaired and are ready to be
occupied by the Lessee;
8.1.3 reasonably reparable within one hundred and eighty ( 180 )
days following the loss and are partly usable in the
interim; as the case may be, payment of Rent shall abate,
with respect to the unusable area, from the date of the loss
until such time that the damages have been substantially
repaired.
8.2 Destruction of the Building - If the Lessor is of the opinion, which
shall be given by notice within thirty ( 30 ) days of the loss, that
twenty per cent ( 20 % ) or more of the leasable area of the Building
is damaged, or if the Lessor is of the opinion that the Building is
hazardous and that the Building cannot be reasonably repaired within
one hundred and eighty ( 180 ) days or, that the proceeds of insurance
do not cover the cost of repairs, then the Lessor may resiliate the
Lease effective retroactively as of the date of the loss, all
adjustments to the Rent to be made as of such date.
8.3 No Obligation to Rebuild - The Lessor shall be under no obligation to
repair or rebuild the Building, the Leased Premises or contents
thereof, the Lessee's alterations, improvements or other property.
ARTICLE 9
EXPROPRIATION
9.1 Resiliation of the Lease - In the case of an expropriation or of a
taking of possession ("Expropriation") by a competent authority which,
according to the Lessor, renders the Building or the Leased Premises
unusable, the Lessor may terminate the Lease from the date of the
Expropriation by way of a written notice to the Lessee. The Lessee may
claim any damages from the expropriating party but not from the
Lessor.
9.2 No Obligation to Contest - The Lessor is under no obligation to
contest the Expropriation. The parties hereby reserve all their rights
to claim future damages against the expropriating authority.
ARTICLE 10
DAMAGES
10.1 Liability of the Lessor - Notwithstanding any provision to the
contrary, the Lessor shall not be liable for damages occurring in the
Leased Premises or in the Immovable resulting from any cause
whatsoever, unless such damages are directly attributable to the fault
of the Lessor. The Lessor shall not be liable for damages suffered by
the Lessee resulting from the fault attributable to a lessee or a
third party even if such third party is a person whom the Lessee or
another lessee of the Building has allowed to use or to have access to
the Leased Premises.
10.2 Limited Liability - Even if the damages are due to the fault of the
Lessor, its liability shall extend only to the movable property and to
the ordinary fixtures of the Lessee located in the Leased Premises and
shall not extend to special equipment, documents and securities.
10.3 No Reduction of Rent - Unless as otherwise stipulated in the Lease,
the Lessee shall not in any case with respect to an occurrence
relating to the Immovable or the Leased Premises or to an act of the
Lessor of any nature whatsoever, have the right to a reduction of Rent
or to the resiliation of the Lease. Nevertheless, the Lessee may, if
granted by a court of law, obtain from the Lessor compensation
resulting from damages directly attributable to the fault of the
Lessor.
ARTICLE 11
SIGNS AND ADVERTISING
11.1 Consent of Lessor - Any sign or advertising material visible from the
exterior of the Leased Premises or which may be distributed in the
Immovable must be approved by the Lessor who may require that the
Lessee ceases the use thereof, without delay. Should the Lessee not
comply with the Lessor's request, the Lessor shall be entitled to do
so at its cost and at the expense of the Lessee.
11.2 Maintenance of Signs - The Lessee shall, at its expense, maintain all
signs and shall indemnify the Lessor for any damage which may be
caused to the Lessor.
11.3 Injurious Advertising - The Lessee shall not publish any advertisement
injurious to the reputation of the Lessor, the Lessor or another
lessee of the Immovable, and shall immediately cease any such
advertising at the request of the Lessor.
ARTICLE 12
COMPLIANCE WITH LAWS AND INDEMNIFICATION
12.1 Compliance with Laws - The Lessee shall comply with all laws and
regulations governing the business conducted in the Leased Premises.
The Lessee shall carry out any changes to the Leased Premises or to
the business conducted therein, which may be legally required by the
competent authorities, failing which, the Lessor, after having given
written notice to the Lessee, may carry out such changes in its place
and at its expense.
12.2 Indemnity of Lessor - The Lessee shall indemnify the Lessor against
any penalty payable by the Lessor resulting from the Lessee's breach
to comply with the present article, including all related expenses,
including legal fees incurred by the Lessor to protect its rights.
12.3 Environmental Clause - During the Term and its renewal, the Lessee
agrees to respect the Environmental Legislation and comply therewith
promptly at its expense and to immediately notify the Lessor of any
release and discharge and presence inside or outside the Leased
Premises of any Contaminants and Hazardous Materials which are in
breach of the Environmental Legislation.
The Lessee is liable for any damage whatsoever caused in or to the
Immovable or the Leased Premises as a result of its non-compliance
with the Environmental Legislation, which damage may also entail the
termination of the Lease.
Notwithstanding anything to the contrary, the Lessee undertakes to
save and hold harmless the Lessor, its representatives, agents or
employees from any claims, losses, costs, fees, expenses, damages for
bodily injury, moral damages, property damages, actions, suits or
proceedings arising from or attributable to Lessee's act, refusal,
negligence or omission to comply with the Environmental Legislation.
ARTICLE 13
SUBLET AND ASSIGNMENT
13.1 Mandatory Consent of the Lessor - The Lessee shall not assign the
Lease or sublet the Leased Premises in whole or in part, nor suffer
the Leased Premises to be utilised by another person (such utilisation
being, for the purposes hereof, considered as a sublease) without the
written consent of the Lessor, which consent may not be withheld
without a serious reason.
13.1.1 In the event of an assignment or of the subletting of the
whole or any part of the Leased Premises, unless a specific
written consent to this effect is obtained from the Lessor,
no options whatsoever contained in this Lease shall benefit
such sub-lessee or assignee.
13.1.2 The occupancy of a part or of the totality of the Leased
Premises by a third party or the Lessor's tolerance of such
occupancy or its acceptance of any payment shall in no way
constitute a waiver of the Lessee's obligation to obtain the
Lessor's consent for an assignment or a sublet.
13.2 Deemed Assignment - If the Lessee is a company, a corporation or a
partnership, any change in the effective control thereof is deemed to
be an assignment of the Lease and the Lessee and the assignee shall
comply with the present Section 16.
13.3 Information to be provided - The request of the Lessee with respect to
obtaining the consent of the Lessor to the sublease or the assignment
shall include the following:
13.3.1 the name, address and telephone number of the true proposed
sub-lessee or assignee, or in the case of the change of
effective control of a corporation or of a company, those of
the senior executives of the corporation or of the company
as well as of those persons who are acquiring the control
thereof;
13.3.2 information acceptable to the Lessor with respect to the
commercial experience of the persons;
13.3.3 references from banks and other credit institutions,
financial statements (if available) and any other
information which the Lessor may reasonably require for the
purpose of its evaluation;
13.3.4 if the sub-lessee or the assignee is a partnership or a
company, the declarations or constituting documents thereof,
as amended;
13.3.5 the sub-lessee or the assignee's written undertaking to
respect all and every obligations of the present Lease
including, without limitation, the obligation to grant to
Lessor the same sureties as previously granted by the Lessee
or any other surety that the Lessor may reasonably request.
13.3.6 complete disclosure of all consideration, rental, terms and
conditions of the proposed assignment or sublease, as well
as all information and documents relating to the proposed
sublease or assignment.
13.4 Justified Refusal - The Lessor may refuse to consent to the proposed
sublease or assignment of the Lease, for any serious reason,
including, without limitation:
13.4.1 failure to provide the information or documents required
pursuant to Article 16.3;
13.4.2 the poor reputation, lack of business experience or lack of
commercial success of the proposed sub-lessee or assignee;
13.4.3 if the use which the proposed assignee or sublessee intends
to make of the Leased Premises is in conflict, in whole or
in part, with any exclusivity right then already granted by
the Lessor to another lessee in the Building; or is
incompatible with the image, character or quality of the
Building;
13.4.4 if the proposed assignee or sublessee is already a lessee or
occupant of the Building and other space is available for
such party in the Building or will become available within
the next following six ( 6 ) months; or
13.4.5 if the proposed assignee or sublessee does not intend to
physically occupy the Leased Premises and actively operate
its business therein in good faith; or
13.4.6 if the proposed assignment or sublease becomes effective
before the date on which the Lessee has physically occupied
the Leased Premises and commenced to actively operate its
business therein in good faith.
13.4.7 if the Lessor has reasonable grounds to believe that the
proposed assignee or sublessee does not have the financial
capacity to meet all its obligations, including, without
limitation, the obligations of the Lessee towards the Lessor
under the Lease.
13.5 Answer of the Lessor - Within thirty ( 30 ) days from the receipt of
the Lessee's complete request for the Lessor's consent, together with
all the required information and documents, the Lessor shall inform
the Lessee:
a) of its refusal to consent, stipulating the reasons
therefor, or
b) of its consent, or
c) that the Lessor has chosen, as an alternative to
its consent (without affecting its other rights and
without being obliged thereto), to become itself the
sublessee or the assignee, as the case may be, for
the same consideration, rentals, terms and
conditions as those of the proposed sublease or
assignment, in the place of the proposed assignee or
sublessee, or
d) that the Lessor has chosen, as an alternative to
its consent (without affecting its other rights and
without being obliged thereto), to terminate the
Lease as of the fifteenth ( 15th ) day following the
date on which the Lessor so informs the Lessee, it
being understood that the Lessee shall, however, have
the right to withdraw its request for consent to the
proposed assignment or sublease within such fifteen
(15) days delay.
13.6 Delay for Sublet or Assignment - Should the Lessee not sublet or
assign the Leased Premises within sixty ( 60 ) days after having
obtained the consent of the Lessor, said consent shall be considered
null and the Lessee shall recommence the procedure for carrying out
the sublease or the assignment.
13.7 Should the Lessor fail to perform its obligations for which it is
bound to the Lessee, the sub-lessee may not exercise the rights and
remedies of the Lessee against the Lessor.
13.8 Solidarity - Notwithstanding any sublease or assignment, the Lessee's
liability shall remain solidary with the assignee or the sub-lessee,
as the case may be for all of the obligations of the Lessee pursuant
to the Lease, so that the Lessor may compel the Lessee, and the Surety
(if any), to observe all of the obligations of the Lease as if no
assignment or sublease had occurred.
13.9 Expenses of the Sublease or the Assignment - If the sublease or the
assignment is accepted, the Lessee shall reimburse the Lessor for the
related administrative expenses, subject to the approval of the
sublease or the assignment, which shall be payable by certified cheque
and shall be remitted at the time of signature of the agreement of
sublease or of assignment.
13.10 Approval of Publicity - The sublease or the assignment may not be
publicised in any manner whatsoever, without the express approval of
the Lessor with respect to the form and substance of such publicity,
all advertising in relation to the sublease or the assignment of the
Lease may be injurious to the Immovable.
ARTICLE 14
ASSIGNMENT BY LESSOR
14.1 Assignment by Lessor - In the event of a sale, transfer or an
assignment of the Immovable or any part of the Immovable by the
Lessor, or an assignment by the Lessor of this Lease or any interest
in the Lease hereunder, the Lessor shall be freed of all liability
with respect to any obligations in virtue of the Lease or of the law
if such purchaser or assignee assumes the Lessor's obligations
according to the Lease or law.
14.2 Lessees Certificates - At any time and from time to time upon not less
than ten ( 10 ) days prior notice at the request of the Lessor, the
Lessee shall execute and deliver, as directed by the Lessor, a
certificate of an officer of the Lessee certifying as at the date
thereof whether this lease is in full force and effect, whether or not
it has been modified (and if so in what respect), the status of annual
rent and other accounts between the Lessor and Lessee, whether or not
there are any existing defaults on the part of the Lessor of which the
Lessee has notice (and if so, specifying them) and as to any other
matters in connection with this lease in respect of which such a
certificate is reasonably requested.
14.3 Lessors Certificates - At any time and from time to time upon not less
than ten ( 10 ) days prior notice at the request of the Lessee, and
for the purposes only of a transaction contemplated by Article 17, the
Lessor shall execute and deliver, as directed by the Lessee, a
certificate of an officer of the Lessor certifying as at the date
thereof whether this lease is in full force and effect, whether or not
it has been modified (and if so in what respect), the status of annual
rent and other accounts between the Lessor and Lessee, whether or not
there are any existing defaults on the part of the Lessee which the
Lessor has notice (and if so, specifying them) and as to any other
matters in connection with this lease in respect of which such
certificate is reasonably requested.
14.4 Effect of Certificates - Any statement delivered pursuant to the
provisions of this Article 17 may be conclusively relied upon only by
the person to which such statement is addressed but shall not preclude
any rights of the party giving such statement with respect to defaults
not set forth in such statement but of which the party giving such
statement had no actual knowledge at the date thereof as against the
other immediate party to this lease.
ARTICLE 15
DEFAULT AND RECOURSE
15.1 A default shall occur in the following cases:
a) if the Lessee does not fulfil any of its obligations pursuant to
the Lease and if this default continues:
i) in the cases of a pecuniary obligation, for more than five
(5) days following the receipt by the Lessee of a written
notice from the Lessor;
ii) in all other cases, for more than fifteen ( 15 ) days
following the receipt of a written notice from the Lessor
(unless it constitutes a default otherwise provided for in
this paragraph 18.1 or unless the default cannot be cured
within said delay, in which case the Lessee shall have
commenced to cure the default within the prescribed delay
and to continue to do so with diligence) or within a shorter
delay stipulated in the Lease (the latter delay taking
precedence);
b) if the Lessee is the object of bankruptcy, insolvency,
dissolution or liquidation proceedings or loses control of the
property located in the Leased Premises;
c) if the Lessee makes a sale of an enterprise or if the property
located in the Leased Premises is seized and that a release
thereof is not obtained within fifteen ( 15 ) days;
d) if the Lessee do not continuously operate its business in the
entire area of the Leased Premises, leaves the Leased Premises
vacant during five ( 5 ) consecutive days or if the Leased
Premises are used by a person who is not authorised pursuant to
the Lease; or
e) if a sublease or an assignment is attempted or if the Lessee
grants a guarantee that affects the Lessor's own guaranties
provided in the Lease.
The mere lapse of the delays provided for in paragraph 18.1 or as
otherwise provided for in the Lease shall have the effect of deeming
the Lessee in default.
15.2 Default and Recourses - Each time that an event of default occurs,
subject to the other rights and recourses which are granted to the
Lessor pursuant to the Lease or law and notwithstanding any other
provision of the law, the Lessor shall have the following rights and
remedies, which shall be cumulative and not alternative:
a) the right to terminate the Lease by notice to the Lessee and
following such notice, the Lessee shall not be entitled to remedy
the default;
b) the Lessor may enter the Leased Premises as mandatory of the
Lessee, re-let them for the duration of the Term and on such
conditions which the Lessor may determine at its discretion,
collect the Rent, take possession, as mandatory of the Lessee, of
all moveable property located in the Leased Premises and, in such
a case store the moveable property at the cost and risk of the
Lessee or sell or assign it in such manner as the Lessor deems
appropriate without notice to the Lessee; make modifications to
the Leased Premises in order to facilitate their re-letting;
apply the proceeds of any sale or re-letting to the payment of
all expenses incurred by the Lessor in connection with such
re-letting or of such sale and to any other debt of the Lessee
towards the Lessor and, lastly, to the payment of Rent in arrears
or of future payments of Rent which are to become due. The Lessee
shall remain liable to the Lessor for any deficiency;
c) the right to remedy or attempt to remedy, at the expense of the
Lessee and with no liability on the part of the Lessor, any
default of the Lessee pursuant to the Lease on behalf of the
Lessee and to enter the Leased Premises for such purposes.
d) the right to recover from the Lessee all damages suffered as well
as all expenses incurred by the Lessor pursuant to the default of
the Lessee
15.3 Indemnity - Should the Lessor retain the services of legal counsel in
connection with the non performance by the Lessee of its obligations
pursuant to these presents, the Lessee shall pay the Lessor as
damages, judicial costs, and fees of fifteen per cent ( 15 % ) of the
amount of the Rent due in connection with such legal services.
ARTICLE 16
NOTICE
16.1 Any notice to be given under this Lease shall be sent by registered
mail or by telecopier transmission or delivered in person at the
addresses indicated above at article 1.1.7. The Lessor reserves the
right to change its address.
Notices sent by mail shall have been deemed to be received on the
third business day following the mailing thereof and those by
telecopier the business day following their transmission.
The Lessee elects domicile in the Leased Premises for all purposes in
connection with these presents.
ARTICLE 17
TERMINATION OF LEASE
17.1 Any occupation of the Leased Premises by the Lessee after the
Termination of the Lease shall not have the effect of extending, or
expressly or tacitly renewing the Lease.
17.2 The Lessor may allow the Lessee in the event the Lessee occupies the
Leased Premises after the Termination of the Lease, to continue its
occupation pursuant to a monthly Lease in consideration of a monthly
Rent which is fifty per cent ( 50 % ) greater than the last monthly
Rent of the Term, the other terms and conditions of the Lease
remaining the same.
ARTICLE 18
UNAVOIDABLE DELAY
18.1 Except for the payment of an amount of money, each time the Lease
provides for the performance of an obligation, the obligation shall be
performed subject to Unavoidable Delay. The Lessee and the Lessor
shall be deemed not to be in default in the performance of any
obligation under this Lease if they are prevented from so doing by
Unavoidable Delay, and any period of time for the performance of such
obligation shall be extended accordingly.
The Lessee and the Lessor shall notify each other respectively without
delay at the outset of the cause, the duration and the effect, to
their knowledge, of any Unavoidable Delay.
ARTICLE 19
MODIFICATION OF LEASE AND PERFORMANCE BY A THIRD PARTY
19.1 Modification of Lease - Any modification of the Lease shall be valid
only if expressly agreed to in writing by the Lessor, the Lessee and
the Surety (if any).
19.2 Performance by Third Party - A third party may not acquire any rights
pursuant to these presents in performing an obligation of the Lessee.
ARTICLE 20
MISCELLANEOUS
20.1 Declaration of intent - This Lease is intended to be a simple document
drafted in ordinary language. When words or expressions of a general
meaning are used, the widest possible meaning is to be given to them
unless the context clearly indicates otherwise.
20.2 Absence of Waiver - The fact that one or the other party has not
exercised any of its rights hereunder shall not constitute a waiver
thereof.
20.3 Cancellation of Previous Agreements - This Lease represents the entire
agreement between the parties in connection with the Leased Premises.
It replaces all previous documents and discussions between the
parties.
20.4 Successors and Assigns- The Lease shall bind the successors and
assignees of the parties.
20.5 Brokerage Commission - The Lessee warrants to the Lessor that it has
not retained the services of any broker in respect with this
transaction. Any brokerage commission with respect to the present
transaction shall be borne exclusively by the Lessee who shall
indemnify the Lessor against any claim with respect thereto, except in
the case where the Lessor has given a specific written mandate to an
agent with respect to this transaction.
20.6 Brokerage Commission - The Lessor shall be responsible to pay the
leasing commission pertaining to the present Lease upon the terms and
conditions stipulated in a commission agreement to intervene between
the Lessor and the broker.
20.7 Conversion - The Parties to this Lease agree to the following metric
factors :
1 metre = 3.2808 feet
1 square metre = 10.7643 square feet
1 foot = 0.3048 metres
1 square foot = 0.0929 square metres
20.8 Cumulative Rights - The rights conferred to the Lessor shall not be
exclusive but shall be cumulative.
20.9 Undertaking to Cooperate - The parties agree to sign all documents and
do all things necessary or desirable in order to give effect to the
intention of the parties.
20.10 Publication of Lease - The Lessee shall have the right to publish the
Lease, after having obtained the prior approval of the Lessor as to
the form and as to the other terms of the publication, without however
mentioning any of the Lease's financial terms, failing which, the
Lessor may radiate such publication at the Lessee's cost. Such
publication shall be made solely at the Lessee's cost, including
publication fees and the cost of a published copy for the Lessor. In
cases of publication, the Lessee shall, at the Termination of the
Lease, cause the publication to be cancelled at its cost, failing
which the Lessor may do so at the expense of the Lessee.
20.11 Partial Invalidity - All of the parts of this Lease are divisible. If
for any reason whatsoever a provision thereof is judged to be illegal
or unenforceable, the other provisions of the Lease shall remain in
effect mutatis mutandis.
20.12 Interpretation - In this Lease, unless the context dictates otherwise:
i) the masculine includes the feminine and the singular the plural,
and
ii) the words "hereinabove" and "these presents" or any words or
expressions having similar import shall refer to the Lease in its
entirety.
20.13 Laws - This Lease shall be governed by the Laws in effect in the
province of Quebec. In addition, by these presents, all the parties
elect domicile in the Court of jurisdiction for the judicial district
of Montreal, for all judicial proceedings which may be taken in
connection with the application of the present Lease, notwithstanding
the fact that one or the other parties may have signed this Lease
outside of the judicial district of Montreal.
20.14 Late Payments - The acceptance by the Lessor of post-dated cheque or
of any late payment shall be considered as a means of collection only,
subject to the rights of the Lessor pursuant to these presents. Any
sums unpaid by the Lessee shall bear interest at the Prime Rate.
20.15 Solidary liability - If several persons have signed this lease, their
liability is solidary, so that each person shall be liable for all of
the obligations under this Lease, without division and discussion
benefits.
20.16 Titles - The titles and the numbering of the articles have been
inserted as a matter of convenience and shall not be used to interpret
the text thereof.
20.17 Time is of the Essence - All delays provided for in the Lease in
connection with an undertaking or an obligation of the Lessee or of
the Lessor are of the essence.
20.18 Prohibition to sell by auction - In the event of the Lessee's
bankruptcy, there shall be no sale by auction, performed by any
competent authority whatsoever, permitted in the Leased Premises.
ARTICLE 21
REGULATIONS
21.1 The Lessee shall observe the regulations respecting the use of the
Immovable, which are annexed hereto as Schedule "A", as such
regulations may be modified by the Lessor, to the extent that they are
not in contradiction with the Lease. The regulations may differ
depending on the type of business located in the Immovable but may not
be discriminatory.
ARTICLE 22
SPECIAL PROVISIONS/SCHEDULES
22.1 The schedules form an integral part of this Lease.
All parties have agreed to draw up this offer to lease in the English language .
Que tous les parties ont agree de faire ce bail en Anglais.
In witness whereof the Lessee acknowledges that, notwithstanding that the Lease
was drawn up and submitted by the Lessor, the Lessee has negotiated the Lease,
that it understands all of its provisions and that it was given adequate
explanations as to the nature and extent of the Lease. The Lessee has signed
these presents on the this _____26_____________th day of ___April_____
__2000_____.
SWORD COMP-SOFT CORP.
"Lessee"
Per:
- ---------------------------------- ------------------------------------
Witness Leonard Stella
In witness whereof the Lessor has signed these presents in
__Montreal___________, this ______26____________th day of
_____April______,____2000____.
9033-0176 Quebec Inc.
"Lessor"
Per:
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Witness Leasing Director
SCHEDULE "A"
REGULATIONS
1. The Lessee agrees to observe all of the following regulations and any
additional regulations as the Lessor may from time to time prescribe with
respect to the proper management of the Immovable.
1.1 These regulations shall not be incompatible with the terms of the
Lease.
1.2 Any amendment shall be communicated in writing to the Lessee.
2. Traffic
2.1 Access to the Immovable shall at all times be under the control of the
Lessor's security officer on-duty who may require persons to identify
themselves and may refuse access for any justifiable reason;
2.2 Prohibition to Impede Traffic - The Lessee shall not leave or allow
any objects to be left that might impede the movement of traffic in
the Common Areas and Facilities of the Immovable.
2.3 Loading and Unloading - The loading and unloading of merchandise and
of furniture shall be made at the risk of the Lessee and pursuant to
instructions from the Lessor.
3. General Services The work of the Lessee at the interior of the Leased
Premises with respect to the handling of merchandise and of furniture shall
be effected by the employees of the Lessor at the cost of the Lessee at
rates which the Lessor shall from time to time determine.
4. Public Areas The use of the Common Areas and Facilities shall be under the
exclusive control of the Lessor.
5. Emergencies and Security
5.1 Any emergency situation shall be brought to the attention of the
Lessor's security officer.
5.2 Only the stairways and emergency exits shall be used in cases of
emergency.
5.3 Close coordination and cooperation shall be maintained between the
Lessee's and Lessor's security services, for the protection of the
Immovable.
5.4 Interruption of Services - Elevator, freight elevator and escalator
service in the Building may be interrupted for reasons of maintenance
or emergency.
5.5 No Smoking - Smoking in the elevators and freight elevators and Common
Areas and Facilities of the Building is prohibited.
6. Mechanical and Electrical Systems
6.1 The maintenance of the private mechanical and electrical systems of
the Lessee shall be maintained by it at its costs, unless there is an
agreement to the contrary.
6.2 The allocation of costs of supplying fluids, electrical consumption or
any other source of energy shall be made by the Lessor.
7. Vehicles and Animals
7.1 It is prohibited to bring into the Building or the Leased Premises any
animal, bicycles or vehicle except for:
a) animals or vehicles serving as guides for the blind or
otherwise handicapped persons; and
b) vehicles which may be authorised in the parking areas, by
agreement with the operator of the parking lot and pursuant
to instructions from the Lessor.
8. Machinery, Equipment and Safe Except for office equipment, no machine or
piece of equipment may be brought into the Building without the approval of
the Lessor, who may refuse their installation or who may designate a
specific area in which to place heavy objects in the Leased Premises.
9. Illegal activities by the Lessee and Peddling The Lessee shall not cause a
nuisance to its neighbours and shall respect the good order and the
security of the Immovable. Any peddling and soliciting in the Immovable is
strictly prohibited and the Lessee agrees to cooperate with the Lessor in
order to prevent such activities.
10. Sales and Types of Business The sale of merchandise and of services is
prohibited without the prior approval of the Lessor.
11. Signs, Etc. The Lessee shall ensure that all signs or objects which are
visible from the exterior of the Leased Premises are in accordance with
instructions of the Lessor. All signs and advertising materials are
prohibited.
12. Advertising, Address
12.1 The words 4055 Ste. Catherine West, Westmount, Quebec, H3Z 3J8
shall not be used by the Lessee except to describe the Leased
Premises or to designate the address thereof.
12.2 The Lessor reserves the right to prevent any advertising by the
Lessee which might harm the security, the reputation or the
operation of the Immovable, and, without limiting the generality
of the foregoing, the Lessor may prohibit the Lessee from
advertising any illegal activity or the sale of any illicit or
objectionable product.
12.3 The Lessor reserves the right, at any time and without notice to
the Lessee, to change the address and the postal code for the
Immovable.
13. Mechanical and Electrical Systems
13.1 Special maintenance and repair services for the mechanical and
electrical systems inside the Leased Premises shall be performed
only by the Lessor and these special services shall be charged to
the Lessee according to rates which the Lessor shall from time to
time establish.
13.2 Air-conditioning and heating services shall be provided during
Business Hours. Extra services shall be charged to the Lessee
pursuant to rates set by the Lessor from time to time.
13.3 The density of occupancy of the Leased Premises shall not exceed
one (1) person per one hundred ( 100 ) square feet of Leasable
Area.
E-6
14. Utilisation of Incremental or Fan-Coil units of the Air-Conditioning and
Heating System
14.1 In order to ensure the proper functioning of the air-conditioning
system, the Lessee shall not utilise the incremental or fan-coil
units of the air-conditioning and heating system (perimeter zone)
for the storage of documents or other items, so as not to affect
the operation of said units and said system.
14.2 Any curtains mounted on the windows shall be placed so as not to
impede the operation of said units and said air-conditioning
system.
14.3 The Lessee shall at all times keep outside windows closed (where
applicable) and, while the air-conditioning system is operating,
keep the blinds of all windows exposed to direct sunlight closed
as well.
15. Entry Doors to Leased Premises
15.1 The Lessee shall not change the access systems without the consent
of the Lessor. Should more than two keys be required for each
lock, they shall be supplied by the Lessor, at the Lessee's
expenses. The Lessee shall return all keys of the Leased Premises
to the Lessor at the Termination of the Lease.
15.2 The Lessor shall furnished to the Lessee, at its costs, one ( 1 )
"high disk" to access the Immovable and the elevators, for each
four hundred ( 400 ) square feet of Leasable Area of the Leased
Premises. Should more "high disk" be required, they shall be
supplied by the Lessor, at Lessee's expenses. Every "high disk"
shall remain the Lessor's property.
16. Cleaning (Housekeeping) All cleaning services for office spaces and public
areas shall be performed only by the Lessor's employees, except by written
agreement to the contrary.
SCHEDULE "B"
STANDARD RESOLUTION
Excerpt from the minutes of a meeting of the Board of Directors of Sword
Comp-Soft Corp. (hereinafter referred to as the "Company") held on____26_____th
day of _April___, ___2000_____.
Be it resolved:
That the Company enters into a Lease Agreement with 9033-0176 Quebec Inc., for
the premises number located in the building bearing civic number , the whole in
accordance with a draft Lease which has been submitted and approved by the Board
of Directors.
That Leonard Stella be duly authorised to enter into a Lease for and on behalf
of the Company and to sign any and all documents necessary in order to give
effect to the Lease.
I hereby certify that the foregoing is a true copy of a resolution passed in a
meeting that has been called and held this 26th day of April, 2000, by all the
Directors of the Company as stated in the minutes of the said meeting and that
the said resolution is hereby still in effect.
This _26____ th day of __April__, __2000___.
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secretary