Exhibit 10.3(e)
LEASE
ARNON DEVELOPMENT CORPORATION LIMITED
as manager on behalf of the registered owner of the Lands
and
IT STAFFING LTD.
Premises: 6th floor
180 Elgin Street
Ottawa, ON K2P 2K3
INDEX
ARTICLE 1 - THE LEASED PREMISES
1.01 - The Leased Premises
ARTICLE 2 - DEFINITIONS
2.01 - Definitions
ARTICLE 3 - TERM
3.01 - Term of Lease
ARTICLE 4 BASE RENT
4.01 - Base Rent
4.02 - Rent Payment
4.03 - Pro Rata Rent Payment
4.04 - Net Rent
ARTICLE 5 - Intentionally deleted
ARTICLE 6 - BUSINESS TAXES, ETC.
6.01 - Business Taxes
6.02 - Evidence of Payments
6.03 - Goods and Services Tax
ARTICLE 7 - TAXES
7.01 - Definitions
7.02 - Payment of Tax
ARTICLE 8 - ASSESSMENT
8.01 - Tenant's Right to Appeal Assessment
ARTICLE 9 - TIME FOR PAYMENT OF TAX
9.01 - lime for Payment of Taxo
ARTICLE 10 - OPERATING COSTS
10.01 - Operating Costs
ARTICLE 11 - ADDITIONAL RENT
11.01 - Additional Rent for Operating Costs
11.02 - Allowance on Account of Tax and Operating Costs
11.03 - Full Occupancy
ARTICLE 12 - RIGHT TO EXAMINE VOUCHERS
12.01 - Right to Examine Vouchers
ARTICLE 13 UTILITIES
13.01 - Utilities
13.02 - Meters
13.03 - Electrical Service
ARTICLE 14 - RELAMPING
14.01 - Relamping
ARTICLE 15 - TENANT REPAIR
15.01 - Repair of Building
15.02 - Repair of Leased Premises
15.03 - Tenant Maintenance
15.04 - Repair at End of Term
15.05 - Leased Premises to be Left Tidy
ARTICLE 16 - ASSIGNMENT, SUBLETTING, PARTING
WITH POSSESSION, ETC.
16.01 - Use and Possession
16.02 - Assignment, Subletting, Parting with Possession
16.03 - Notice to Landlord
16.04 - Corporate Tenant
ARTICLE 17 - RULES AND REGULATIONS
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17.01 - Rules and Regulations
ARTICLE 18 - USE OF LEASED PREMISES
18.01 - Use of Leased Premises
18.02 - Increase In Insurance Premiums
18.03 - Prohibited Uses
ARTICLE 19 - TENANT'S INSURANCE
19.01 - Tenant's Insurance
ARTICLE 20 - CANCELLATION OF INSURANCE
20.01 - Cancellation of Insurance
ARTICLE 21 - OBSERVANCE OF LAW
21.01 - Observance of Law
ARTICLE 22 - WASTE AND NUISANCE
22.01 - Waste and Nuisance
ARTICLE 23 - ENTRY BY LANDLORD
23.01 - Entry by Landlord
ARTICLE 24 - INDEMNIFICATION OF LANDLORD
24.01 - Indemnification of Landlord
24.02 - Landlord's Consent
ARTICLE 25 - EXHIBITING PREMISES
25.01 - Exhibiting Premises
ARTICLE 26 - IMPROVEMENTS AND ALTERATIONS
26.01 - Improvements and Alterations
26.02 - Control of Building
ARTICLE 27 - PIPES, CONDUITS
27.01 - Pipes, Conduits
ARTICLE 28 - GLASS
28.01 - Glass
ARTICLE 29 - SIGNS AND ADVERTISING
29.01 - Signs and Advertising
ARTICLE 30 - NAME OF BUILDING
30.01 - Name of Building
ARTICLE 31 - SUBORDINATION AND ATTORNMENT
31.01 - Subordination
31.02 - Attornment
ARTICLE 32 - ACCEPTANCE OF PREMISES
32.01 - Acceptance of Premises
ARTICLE 33 - CERTIFICATES
33.01 - Certificates
ARTICLE 34 - QUIET ENJOYMENT
34.01 - Quiet Enjoyment
ARTICLE 35 - CLIMATE CONTROL
35.01 - Climate Control
ARTICLE 36 - SERVICES TO LEASED PREMISES
36.01 - Services to Leased Premises
ARTICLE 37 - ELEVATOR SERVICE
37.01 - Elevator Service
37.02 - Failure to Provide Elevator Service
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ARTICLE 38 - JANITORIAL SERVICES
38.01 - Janitorial Services
ARTICLE 39 - REPAIR AND MAINTENANCE
39.01 - Repair and Maintenance
ARTICLE 40 - TRADE FIXTURES
40.01 - Trade Fixtures
ARTICLE 41 - REMOVAL OF TRADE FIXTURES
41.01 - Removal of Trade Fixtures
ARTICLE 42 IMPROVEMENTS
42.01 - Improvements
ARTICLE 43 - TIME FOR REPAIR
43.01 - lime for Repair
ARTICLE 44 - LANDLORD'S INSURANCE
44.01 - Landlord's Insurance
ARTICLE 45 - FIRE, DAMAGE, ETC.
45.01 - Damage and Destruction to the Leased Premises
45.02 - Damage and Destruction to the Building
45.03 - Architect's Certificate
ARTICLE 46 - LOSS AND DAMAGE
46.01 - Loss and Damage
ARTICLE 47 - DELAYS
47.01 - Delays
ARTICLE 48 - DEFAULT
48.01 - Default
ARTICLE 49 - BANKRUPTCY, ETC.
49.01 - Bankruptcy, etc.
ARTICLE 50 - DISTRESS
50.01 - Distress
ARTICLE 51 - RIGHT OF RE-ENTRY
51.01 - Right of Re-entry
ARTICLE 52 - RIGHT OF TERMINATION
52.01 - Right of Termination
ARTICLE 53 - TO PAY RENT AND PERFORM COVENANTS
53.01 - To Pay Rent and Perform Covenants
ARTICLE 54 - REMEDYING BY LANDLORD, NON-PAYMENT
AND INTEREST
54.01 - Remedying by Landlord, Non-Payment and Interest
54.02 - Enforcement Expenses
54.03 - Cost to Remedy
ARTICLE 55 - NON-WAIVER
55.01 - Non-Waiver
ARTICLE 56 - OVERHOLDING
56.01 - Overholding
ARTICLE 57 - DIRECTORY BOARD
57.01 - Directory Board
ARTICLE 58 - ACCRUAL OF RENT
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58.01 - Accrual of Rent
ARTICLE 59 - TRANSFER BY LANDLORD
59.01 - Transfer by Landlord
ARTICLE 60 - NOTICE
60.01 - Notice
60.02 - When Sufficiently Given
ARTICLE 61 - LAWS OF PROVINCE APPLY
61.01 - Laws of Province Apply
ARTICLE 62 - PAYMENT IN CANADIAN FUNDS
62.01 - Payment In Canadian Funds
ARTICLE 63 - LEASE ENTIRE AGREEMENT
63.01 - Lease Entire Agreement
ARTICLE 64 - BINDING EFFECT
64.01 - Binding Effect
ARTICLE 65 - REGISTRATION AND PLANNING ACT
65.01 - Registration and Planning Act
ARTICLE 66 - INTERPRETATION
66.01 - Interpretation
ARTICLE 67 - SEVERABLE
67.01 - Severable
ARTICLE 68 - CAPTIONS
68.01 - Captions
ARTICLE 69 - ARBITRATION
69.01 - Arbitration
ARTICLE 70 - LEASEHOLD IMPROVEMENT ALLOWANCE
70.01 - Leasehold Improvement Allowance
SCHEDULE 1 - THE LANDS
SCHEDULE 2 - OUTLINING THE LEASED PREMISES
SCHEDULE 3 - METHOD OF FLOOR MEASUREMENT
SCHEDULE 4 - RULES AND REGULATIONS
SCHEDULE 5 - BUILDING SERVICE & CLEANING
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THIS INDENTURE made as of the 10th day of September, 1998.
BETWEEN:
Arnon Development Corporation Limited
as manager on behalf of the owners of the Lands
(hereinafter called the "Landlord"),
OF THE FIRST PART;
AND:
IT Staffing Ltd.
(hereinafter called the "Tenant"),
OF THE SECOND PART.
WHEREAS the Landlord is the owner of a building known as Barrister
House (hereinafter called the "Building"), on lands municipally known as 180
Elgin Street in the City of Ottawa;
AND WHEREAS the Landlord has agreed to demise and lease to the
Tenant that part of the Building on the 6th floor which comprises a Usable Area
of the Leased Premises of 1,291.25 square feet, as shown crosshatched on the
plan attached hereto as Schedule "2", (which premises are hereinafter called the
"leased Premises") and which comprises a Rentable Area of the Leased Premises of
1,417 square feet but excluding therefrom any part of the exterior face of such
building and the Tenant has agreed to lease the same on the terms and conditions
hereinafter set forth;
The LEASED PREMISES
1.01 The Leased Premises. NOW THEREFORE THIS INDENTURE WITNESSES that in
consideration of the Rent, covenants and agreements hereinafter reserved and
contained on the part of the Tenant to be respectively paid, observed and
performed, the Landlord demises and leases the Leased Premises to the Tenant and
the Tenant demises and leases the Leased Premises from the Landlord, together
with the right of the Tenant, the Tenant's employees, agents, suppliers and
persons having business with the Tenant, to use in common with all others
entitled thereto, the public entrance doors, halls, stairways, passages,
elevators and lavatories in the Building, other than any of the foregoing if the
same is located on a floor In the Building occupied or subsequently occupied by
a single tenant or other party.
DEFINITIONS
2.01 Definitions. In this Indenture:
(a) the words "herein", "hereof", "hereby", "hereunder", "hereto",
"hereinafter" and similar expressions used in this Lease refer to
the whole of this Lease and not to just any particular paragraph,
section or other portion thereof, unless there is something in the
subject matter or context inconsistent therewith;
(b) "Business Day" means any of the days from Monday to Friday of each
week inclusive unless such day Is a holiday;
(c) "Commencement Date" means the 1st day of October 1998;
(d) "Lands" means the lands described in Schedule "1" hereto, together
with any other additions thereto as may be designated from time to
time by the Landlord in its sole discretion for use in connection
with the Building;
(e) "Lease" means this lease and includes the following schedules:
Schedule "1" - Legal Description
Schedule "2" - Outlining the Leased Premises
Schedule "3" - Method of Floor Measurement
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Schedule "4" - Rules and Regulations
Schedule "5" - Cleaning Specifications
(f) "Lease Year" means each period of twelve (12) consecutive calendar
months during the Term beginning on the 1st day of January, except
that:
(i) the first Lease Year during the Term shall begin on the
Commencement Date and may be a period less than twelve (12)
consecutive calendar months; and
(ii) the last Lease Year during the Term shall end on the last day
of the Term, and may be a period of less than twelve (12)
consecutive calendar months;
(g) "Normal Business Hours" means the hours from 7 A.M. to 6 P.M. on
Business Days;
(h) "Proportionate Share" means the fraction which has as its numerator
the Rentable Area of the Leased Premises and which has as its
denominator the Total Rentable Area of the Building, both determined
In accordance with Schedule "3" hereto;
(i) "Rent" means base rent, additional rent and unless expressly stated
to the contrary in this Lease, all other amounts payable by the
Tenant under this Lease or pursuant to any other obligation In
respect of the Leased Premises regardless of whether such amounts
are payable to the Landlord or to another party;
(j) "Rentable Area of the Leased Premises" shall be determined in
accordance with Schedule "3";
(k) "Term" means the period commencing on the Commencement Date and
expiring five (5) years thereafter on the 30th day of September
2003;
(l) "Total Rentable Area of the Building" shall be determined in
accordance with Schedule "3"; and
(m) "Usable Area of the Leased Premises" shall be determined in
accordance with Schedule "3".
TERM OF LEASE
3.01 Term of Lease. The Landlord hereby leases the Leased Premises to the Tenant
and the Tenant hereby leases the Leased Premises from the Landlord for and
during the Term unless sooner terminated in accordance with the provisions of
this Lease or otherwise at law.
BASE RENT
4.01 Base Rent. The Tenant shall pay to the Landlord without deduction, set-off
or abatement yearly and every year during the Term, and in addition to all other
amounts payable under the Lease, base rent as follows:
(a) During the period commencing on October 1, 1998 and ending on
September 30, 1999 base rent of twenty thousand nine hundred
fourteen dollars ninety-two cents ($20,914.92) per annum payable in
equal monthly installments of one thousand seven hundred forty-one
dollars ninety-one cents ($1,741.91) in advance, on the first day of
each and every month during this period; and
(b) During the period commencing on October 1, 1999 and ending on
September 30, 2003 base rent of twenty-two thousand three hundred
thirty-one dollars ninety-two cents ($22,331.92) per annum payable
in equal monthly installments of one thousand eight hundred sixty
dollars ninety-nine cents ($1,860.99) in advance, on the first day
of each and every month during this period.
4.02 Rent Payment. All Rent shall be paid to the Landlord at the address stated
in Section 60.01 or to such other party or place as the Landlord may designate
from time to time in writing.
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4.03 Pro Rata Rent Payment. If the Term commences on any day other than the
first or expires on any day other than the last day of a month, base rent and
additional rent for fractional months shall be adjusted pro rata based upon the
number of days In the relevant month.
4.04 Net Rent. The base rent reserved by this Lease shall be absolutely net to
the Landlord, so that this Lease shall yield net to the Landlord, the base rent
specified in Section 4.01 hereof, in each year during the Term of this Lease
without notice or demand, and free of any charges, assessments, impositions or
deductions of any kind. All Rent shall be paid by the Tenant without abatement,
deduction or set-off. Under no circumstances or conditions whether now existing
or hereafter arising whether beyond the present contemplation of the parties is
the Landlord to be expected or required to make any payment of any kind
whatsoever or to be under any other obligation or liability except as herein
otherwise expressly set forth. All expenses and obligations of every kind and
nature whatsoever relating to the Leased Premises, or relating to the Lands or
Building as allocated by the Landlord to the Leased Premises, which arise or
become due during or out of the Term of this Lease shall be paid by the Tenant
and the Landlord shall be indemnified and saved harmless by the Tenant from all
costs of same.
5.01 This section has been intentionally deleted.
TENANT'S COVENANTS
THE TENANT COVENANTS WITH THE LANDLORD AS FOLLOWS:
6.01 Business Taxes, Etc. The Tenant shall pay, as additional rent, all
business and other taxes, charges, rates, duties and assessments levied, rated,
imposed, charged or assessed against or in respect of the Tenant's occupancy of
the Leased Premises or in respect of the personal property, trade fixtures,
furniture, leasehold improvements and facilities of the Tenant or the business
or income of the Tenant on and from the Leased Premises if, as and when the same
become due, and will indemnify and keep indemnified the Landlord from and
against all payment of all loss, costs, charges and expenses occasioned by or
arising from any and all taxes.
6.02 Evidence of Payments. The Tenant further covenants and agrees that upon the
written request of the Landlord the Tenant will promptly deliver to it for
inspection, receipts for payment of all taxes, rates, duties, assessments and
other charges in respect of all improvements, equipment and facilities of the
Tenant on or in the Leased Premises which were due and payable up to one (1)
month prior to such request and In any event will furnish to the Landlord if
requested by the Landlord evidence of payments satisfactory to the Landlord
before the 21st day of January in each year covering such payments for the
preceding year.
6.03 Goods and Services Tax. The Tenant shall also pay in each Lease Year during
the Term as additional rent any business transfer tax, value-added tax, sales
tax, goods and services tax or any tax levied, rated, charged or assessed on or
in respect of Rent, whether in existence as at the Commencement Date or not, and
whether levied, rated, charged or assessed against the Landlord, the Tenant or
any other third party, including without limitation, the goods and services tax
payable under Part IX of the Excise Tax Act, as amended from time to time. Any
such tax imposed, or any change which occurs in the imposition of such tax as a
result of any budgetary pronouncement, legislation, ruling or any judicial or
quasi-judicial decision imposing a tax or affecting the rate of tax or the
status of the Landlord or Tenant shall be borne by the Tenant. The Tenant shall
pay all such taxes to either the lawful taxing authority or to the Landlord, as
the Landlord may direct. All such payments shall be made prior to the date that
the same shall become due and payable and any interest and any penalties
assessed as a result of any default in or late payment of same shall be the sole
responsibility of the Tenant. Notwithstanding any other provision of this Lease,
the amount payable by the Tenant under this Section 6.03 shall be deemed not to
be Rent but the Landlord shall have all of the same remedies for and rights of
recovery of such amount as it has for the recovery of Rent under this Lease or
otherwise.
DEFINITIONS
7.01 Definitions. For the purpose of Sections 7.02, 8.01, 9.01, 11.02 and 11.03
of this Lease:
"Tax" means:
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(a) all taxes, rates, duties, levies and assessments whatsoever, whether
municipal, parliamentary or otherwise assessed against the Lands,
Building or any part thereof or upon the Landlord in respect
thereof, including taxes for education and all taxes, rates, duties,
levies and assessments for local improvements, commercial
concentration levies, density and other similar levies, including
any, and all taxes which may in future be levied in addition to or
in lieu of any of the foregoing, including without limiting the
generality of the foregoing, all school taxes, but excluding such
taxes as income, profits or excess profits taxes assessed upon the
income of the Landlord but only to the extent that such taxes are
not levied in lieu of taxes, rates, duties and assessments against
the Lands, the Building or any part thereof or upon the Landlord in
respect thereof; and
(b) the costs and expenses incurred for consulting, appraisal, legal and
other fees and expenses to the extent they are incurred in an
attempt to minimize, allocate or reduce amounts mentioned in
subsection 7.01(a).
7.02 Payment of Tax. The Tenant shall pay to the Landlord as additional rent
that part of Tax separately assessed, charged or levied upon the Leased
Premises. In addition, the Tenant shall also pay its Proportionate Share of that
part of Tax assessed, charged or levied upon the Lands and Building or upon the
Landlord in respect of the Lands and Building to the extent only that such Tax
has not been included in the Tax separately assessed, charged or levied upon the
Leased Premises or upon other premises in the Building set aside from time to
time by the Landlord for lease as office or retail space. If Tax is not
separately assessed, charged or levied upon the Leased Premises, the Tenant
shall pay to the Landlord as additional rent its Proportionate Share of all Tax.
The Tenant shall pay its share of Tax (as set forth above) to the Landlord at
the address stated in section 60.01 or to such other party as the Landlord may
designate from time to time in writing, at the times and in the manner set forth
in section 11.02 of this Lease.
ASSESSMENT
8.01 Tenant's Right to Appeal Assessment. The Tenant shall, with the prior
written consent of the Landlord, be entitled at any time and from time to time
at its own cost and expense to appeal or apply for the reduction of any
assessment of Tax imposed or levied on the Leased Premises and the Landlord
shall co-operate in and support such appeal or application, and the Tenant shall
indemnify the Landlord from its costs in connection with any such appeal or
application. The Tenant shall from the effective date of the reassessment until
such time as the Tax is next reassessed on the Leased Premises, the Building or
the Lands, as the case may be, be solely responsible and shall indemnity and
save the Landlord harmless from any increase in the Tax assessed, imposed or
levied on the Leased Premises, the Building or the Lands, as the case may be,
arising directly or indirectly as a result of the Tenant's application or
appeal, notwithstanding such costs and Tax may be incurred or arise after the
expiry of the Term; it being agreed and understood that the Tenant's obligation
to indemnify shall survive the expiry or earlier termination of this Lease.
Notwithstanding the foregoing, the Tenant's obligation under this Section 8.01
to indemnify the Landlord for any increase in Tax shall be reduced to the extent
the Landlord may (but shall not be obliged to) collect the increase in Tax from
other tenants of the Building.
TIME FOR PAYMENT OF TAX
9.01 Time for Payment of Tax. The Landlord shall pay, on behalf of the Tenant,
the Tenant's share of Tax as set out in this Lease after the timely receipt by
the Landlord from the Tenant of funds sufficient to pay the Tenant's share of
the Tax as set out in this Lease.
OPERATING COSTS
10.01 Operating Costs. For the purpose of this Lease:
(a) (1) "Operating Costs" means the total amount, without duplication,
of all costs, obligations and expenses of every kind and
nature whatsoever incurred by the Landlord or others on behalf
of the Landlord for climate control, maintaining, operating,
managing, administrating, insuring, improving, replacing and
repairing the Building and the Lands including, without
limiting the generality of the foregoing,
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(i) Capital Tax as defined In Section 10.01(b) hereof;
(ii) the aggregate of the amount paid or payable for all fuel used
in heating or for other purposes;
(iii) the amount paid or payable for all hot and cold water;
(iv) the amount paid or payable for all labour and/or wages and
other payments made to janitors, caretakers, site personnel
and other employees (including wages of the building manager
and other supervisory personnel) involved in the maintenance,
cleaning, repair and operation of the Building and the Lands
and all contributions and premiums in respect of the foregoing
persons, including without limitation, all fringe benefits,
unemployment and workers' compensation insurance, pension plan
contributions, employer health tax and similar premiums and
contributions;
(v) postage, paper, stationery and photocopying charges and other
administrative disbursements;
(vi) the total charges of any contractors employed in the
operation, repair. care, maintenance and cleaning of the
Building and the Lands;
(vii) the amount paid or payable for the rental or purchase of any
equipment and supplies used by the Landlord in respect of the
Building and the Lands (including without limitation all
supplies and necessities which are occasioned by wear and tear
such as relamping as more particularly described in Section
14.01 hereof);
(viii) the cost of operating, maintaining, improving, repairing and
replacing the heating, ventilating and air-conditioning
systems serving the Building, and includes without limitation,
the cost of fuel, electricity, repair and replacement
allowances, operation of air distribution and heating and
cooling equipment, labour, materials, repairs, maintenance and
operation of the area occupied by a central climate control
system or other service or facility used with respect to
climate control, maintenance, servicing and other such costs;
provided that if, in the opinion of the Landlord, acting
reasonably, such costs are properly considered to be capital
in nature then such costs shall be amortized over a reasonable
period of time, as determined by the Landlord, acting
reasonably, but in no event shall such period exceed ten (10)
years;
(ix) telephone costs for security and administrative purposes;
(x) all utility costs including without limitation all electrical,
water, sewer and gas charges;
(xi) the amount paid or payable for bookkeeping and audit charges,
and accounting services to compute the rents and charges
payable by tenants of the Building;
(xii) the cost of operating, repairing, replacing, improving and
maintaining the Building's elevators;
(xiii) the cost of porters, guards and other protection services;
(xiv) the cost of general maintenance and repairs to the plant and
equipment supplying climate control;
(xv) the cost of all insurance taken out by the Landlord, including
without limitation, that provided for in Section 44.01 hereof
and including the cost of any deductible amount paid by the
Landlord in connection with a claim under its insurance;
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(xvi) the cost of snow clearance and removal, lawn and garden
maintenance, maintenance, repair and improvement of the
grounds and parking lot, cleaning, garbage and waste
collection and disposal;
(xvii) the cost of repairing, decorating, maintaining and operating
the Building and the Lands, and such improvements,
replacements and modifications thereto, whether capital or
not, incurred to reduce Operating Costs, to provide energy
conservation equipment or systems or life safety systems, to
improve the operation of the Building or the Lands, or to
maintain the stature of the Building as a first class
building. or incurred to replace machinery or equipment which
by its nature requires periodic replacement; provided that if,
in the opinion of the Landlord, acting reasonably, such costs
are properly considered to be capital in nature then such
costs shall be amortized over a reasonable period of time, as
reasonably determined by the Landlord, but in no event shall
such period exceed ten (10) years;
(xviii) the business taxes assessed, charged or levied upon the
common areas and facilities of the Lands and Building, or any
part thereof. including without limiting the generality of the
foregoing, the parking areas serving the Building;
(xix) the cost of window cleaning;
(xx) interest calculated at one (1) percentage point above the
average daily prime bank commercial lending rate charged
during the Lease Year by any Canadian chartered bank
designated from time to time by the Landlord upon the
unamortized balance of the costs referred to in subparagraphs
10.01(a)(1)(viii) and (xvii); and
(xxi) Goods and Services Tax payable by the Landlord pursuant to
Part IX of the Excise Tax Act, as amended from time to time,
on the purchase of goods and services included in the
calculation of Operating Costs to the extent that the Landlord
has not recovered an input tax credit or refund in respect of
the same.
(a) (2) Only the following costs shall be excluded from the
calculation of "Operating Costs":
(i) interest payments on debt made by the Landlord, except where
such debt was incurred to pay Operating Costs or any component
thereof;
(ii) capital retirement of debt made by the Landlord, except where
such debt was incurred to pay Operating Costs or any component
thereof;
(iii) depreciation claimed or taken by the Landlord;
(iv) expenses incurred by the Landlord in respect of tenants'
leasehold improvements;
(v) repairs and replacements to the extent that the cost of the
same are recovered by the Landlord under original construction
warranties;
(vi) costs attributed to and recovered from the Tenant by the
Landlord under subsection 11.03(b);
(vii) costs included in the calculation of Operating Costs to the
extent such costs are recovered by the Landlord from its
insurance proceeds, net of all costs incurred by the Landlord
to recover the same;
(viii) the sum of those utility charges for which the Tenant has been
separately invoiced or billed pursuant to Section 13.01
provided such amounts have been paid by the Tenant; and
(ix) if the Tenant has pursuant to Section 13.01 been separately
invoiced or billed for the total cost of a utility used in or
supplied to the whole of the
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Leased Premises and such amount has been paid by the Tenant,
the cost of such utility used in or supplied to other leasable
premises in the Building (as designated from time to time by
the Landlord for lease as office or retail premises) for the
period that the Tenant is so separately invoiced or billed.
(b) "Capital Tax" means all taxes and excises imposed upon the Landlord which
are measured or based in whole or in part upon the capital employed by the
Landlord and includes without limiting the generality of the foregoing the
amount of any capital or place of business tax and any large corporations
tax, in either case, levied or imposed by any municipal, provincial or
federal government or other applicable taxing authority against the
Landlord with respect to the Landlord's taxable capital.
ADDITIONAL RENT
11.01 Additional Rent for Operating Costs. The Tenant shall pay its
Proportionate Share of the Operating Costs to the Landlord as additional rent
during the Term at the address stated In Section 60.01 or to such other party or
place as the Landlord may designate from time to time in writing and at the
times and in the manner hereinafter set forth in Section 11.02 of this Lease.
The Tenant shall pay to the Landlord at each of the times a payment of Rent is
due a management fee equal to three and one-half percent (3.5%) of the
installment of Rent then due.
11.02 Allowance on Account of Tax and Operating Costs. In addition to the base
rent, the Tenant shall pay to the Landlord as additional rent, in advance, on
the first (1st) day of each and every month during the Term, in equal
consecutive monthly instalments, an amount on account of Tax and Operating Costs
for each Lease Year based upon the Tax and Operating Costs for the previous
Lease Year plus projected increases, if any, in such Tax and Operating Costs as
estimated by the Landlord. If, during any Lease Year the Landlord determines
that an estimate previously given by it in respect of that Lease Year is
insufficient (including, without limitation, an estimate given by the Landlord
pursuant to Section 13.01), the Landlord may adjust such estimate whereupon it
shall notify the Tenant of such readjustment and the Tenant shall promptly pay
to the Landlord as additional rent the amount of the deficiency for the period
beginning the first day of that Lease Year up to and including the last day of
the month in which the Landlord so notifies the Tenant of the adjusted estimate.
The Tenant shall pay to the Landlord on account of Tax and Operating Costs the
estimated amount, as adjusted, in advance, in equal consecutive monthly
Instalments on the first (1st) day of each and every month until such time as
the Landlord next adjusts the estimated amount.
During calendar year 1998 the amount to be charged to the Tenant on
account of Tax and Operating Costs will be estimated to be $13.73 per square
foot per annum of Rentable Area of the Leased Premises.
At the expiry of each Lease Year. upon the determination by the
Landlord of the Tax and Operating Costs for that Lease Year, the Landlord shall
furnish to the Tenant a statement of those costs. If the amount paid by the
Tenant on account of Tax or Operating Costs during the Lease Year exceeds the
amount of the Tenant's Proportionate Share of Operating Costs or its liability
for Tax, as the case may be, for the Lease Year as set forth in the Landlord's
statement, the Landlord shall retain the excess as a deposit and credit the same
to the Tenant firstly on account of any amount owing by the Tenant to the
Landlord whether in consequence of any default of the Tenant under this Lease or
otherwise, and then on account of the Tenant's liability for any future Tax or
its Proportionate Share of Operating Costs due or accruing due hereunder. If the
amount paid by the Tenant on account of Tax or Operating Costs for the Lease
Year is less than the amount of the Tenant's Proportionate Share of Operating
Costs or its liability for Tax, as the case may be, as set forth in the
Landlord's statement, the Tenant shall pay forthwith to the Landlord the amount
of the deficiency.
Notwithstanding the foregoing, if the Landlord is required to pay
any amount, which it is entitled to collect, in whole or in part, from the
Tenant, more frequently than required as at the Commencement Date or if the
Landlord is required to prepay any such amount, in whole or in part, or elects
to pay any such amount in something other than equal monthly instalments, the
Tenant shall pay to the Landlord its share of such amount, calculated In
accordance with this Lease, forthwith upon demand.
11.03 Full Occupancy. (a) If in any Lease Year less than one hundred percent
(100%) of the Total Rentable Area of the Building has been occupied by tenants
carrying on business for the whole of such Lease Year, the amount of the
Operating Costs for such Lease Year may be
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adjusted by the Landlord, acting reasonably, to an amount which reflects what
the amount of the Operating Costs would be if the Building had been fully
occupied by tenants carrying on business for the whole of such Lease Year. Only
those Items of Operating Costs, the cost of which would have been increased if
the Building had been fully occupied by tenants carrying on business, shall be
adjusted; those items shall include but are not limited to amounts payable for
fuel, climate control, the supply of hot and cold water, cleaning, supplies and
the cost of accounting services to compute the rents and charges payable by
tenants of the Building.
(b) In addition to the foregoing and notwithstanding anything else
contained herein, any costs incurred or to be incurred whether by the Landlord
or others on behalf of the Landlord, in maintaining, managing, administrating,
repairing, improving and operating the Building and the Lands, including without
limitation, utilities and any components of Operating Costs and Tax, may be
attributed by the Landlord, in its sole discretion acting reasonably, to one or
more particular tenants of the Building in accordance with reasonable practices
and on a basis consistent with the nature of the particular costs being
attributed, the relevant rates of demand and consumption of the matter to which
the costs relate and the nature of any particular tenant's business. The
Landlord shall notify the Tenant of those costs attributed to it by the Landlord
and the Tenant shall promptly pay to the Landlord as additional rent, all such
costs so attributed to it for the period ending on the date such costs are so
attributed by the Landlord. Thereafter, the Tenant shall continue to pay to the
Landlord as additional rent on account of such costs an amount equal to the
Landlord's estimate of such costs, in advance, in equal monthly instalments on
the first day of each month thereafter. The Landlord reserves the right to
adjust from time to time the costs attributed by it to the Tenant and its
estimate of such costs whereupon the Tenant shall promptly pay to the Landlord,
as additional rent, the amount of the deficiency and thereafter the estimated
amount, as adjusted, in advance, in equal monthly instalments on the first day
of each and every month until such time as the Landlord next adjusts the
estimated amount.
(c) In addition to the foregoing and notwithstanding anything to the
contrary in this Lease, the Landlord may in its sole discretion acting
reasonably, (i) vary the denominator for determining the Tenant's Proportionate
Share of Operating Costs or Tax, as the case may be, or any components thereof,
or (ii) adjust the amount of Operating Costs or Tax, as the case may be or any
components thereof, or do both (i) and (ii), so as to provide for the equitable
allocation of Operating Costs and Tax, and any components thereof among the
tenants of the Building. Without limiting the generality of the foregoing. the
Landlord may, among other things, take into account the following: (i) if
pursuant to its lease or otherwise by arrangement with the Landlord, the Tenant
or any other tenant of the Building pays to the Landlord or another party the
cost of any goods or services or any component of Tax the cost of which would
otherwise be included in the calculation of Operating Costs or Tax; and (ii) if
any goods or services the cost of which is included in the calculation of
Operating Costs benefit any tenants of the Building to a materially greater or
lesser extent than the Tenant.
(d) In addition to the foregoing and notwithstanding anything to the
contrary in this Lease, if the Term commences on any day other than January 1,
or expires on any day other than December 31, the Tenant's share of Tax and its
Proportionate Share of Operating Costs for the first Lease Year and the last
Lease Year, as the case may be, shall be calculated as if each such Lease Year
was comprised of a full calendar year and otherwise in accordance with
paragraphs 11.03(a), (b) and (c), except that the Tax and Operating Costs
payable by the Tenant for the first Lease Year and the last Lease Year shall be
adjusted by multiplying the Tenant's share of Tax and its Proportionate Share of
Operating Costs that would have been payable by the Tenant had such Lease Year
been comprised of a full calendar year, by a fraction the numerator of which
shall be the number of days comprising the first Lease Year or the last Lease
Year, as the case may be, and the denominator of which shall be 365.
RIGHT TO EXAMINE VOUCHERS
12.01 Right to Examine Vouchers. The Tenant may examine during Normal Business
Hours any invoices, receipts, cancelled cheques, vouchers or other instruments
used to support any statement of Operating Costs or Tax on reasonable prior
written notice to the Landlord. If the Tenant disagrees with any statement of
Operating Costs or Tax it shall nevertheless pay the Landlord in accordance with
that statement, but it may, within thirty (30) days of the Landlord delivering
its statement of Operating Costs or Tax, as the case may be, give written notice
to the Landlord of the item or items disagreed with, and the Landlord and the
Tenant shall thereupon negotiate in good faith with a view to resolving that
disagreement. If the Landlord and the Tenant are unable to resolve that
disagreement by negotiation, either party may require that the question in
disagreement be settled by arbitration in accordance with Section 69.01, except
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that notwithstanding any provision in section 69.01 to the contrary, if the
Operating Costs or Tax (as the case may be) for such Lease Year, as determined
by the arbitration, are not reduced by at least five percent (5%), the Tenant
shall forthwith reimburse the Landlord for all costs reasonably incurred by the
Landlord in connection with such arbitration. If the Tenant fails to dispute any
Landlord's statement of Operating Costs or Tax within the time and in the manner
provided above, the Tenant shall be deemed to accept that statement and shall
forfeit its right to dispute the statement or to claim an adjustment in that
regard, and the Tenant acknowledges and agrees that this Section may be pleaded
as an estoppel against the Tenant in any action or arbitration brought by the
Tenant to dispute any Landlord's statement of Operating Costs or Tax.
UTILITIES
13.01 Utilities. The Tenant shall pay for the cost of all utilities used in or
supplied to the Leased Premises, including without limitation water, gas and
electricity, for which the Tenant receives a separate invoice or bill. If the
invoice or bill is from the Landlord, the amount of such invoice or bill shall
be paid to the Landlord forthwith, provided that the Landlord may, by notice to
the Tenant, elect to estimate the amount for which the Tenant will be liable for
utilities supplied to or used in the Leased Premises for a Lease Year, in which
case the Tenant shall pay to the Landlord the estimated amount in equal monthly
instalments on the first (1st) day of each and every month until such time as
the Landlord adjusts or readjusts the estimated amount. If the invoice or bill
is from a utility company, the Tenant shall pay the amount of such invoice or
bill to the utility company before its due date and shall provide the Landlord
with copies of all invoices together with proof of payment. The cost of those
utilities used or supplied to the Leased Premises for which the Tenant does not
receive a separate invoice or bill from either the Landlord or the utility
company shall be included in the calculation of Operating Costs and be paid by
the Tenant in accordance with the relevant provisions of this Lease, if the
Tenant fails to provide the Landlord with copies of all invoices and bills (as
provided above) or fails to satisfy all such invoices and bills on or before
their due dates, the Landlord, in addition to any other rights it may have under
this Lease or at law, may at its sole option discontinue the supply of utilities
to the Leased Premises, without any liability whatsoever to the Tenant.
13.02 Meters. The Tenant covenants to pay for the cost of metering utilities
used in or supplied to the Leased Premises as may be requested by the Tenant or
the Landlord, which costs shall, without limiting the generality of the
foregoing, include all costs incurred to install meters and check meters for the
purpose of measuring demand and consumption of utilities used in or supplied to
the Leased Premises.
13.03 Electrical Service. The Tenant agrees that it will not effect changes to
the Building's electrical service or connect any equipment which might overload
or damage that service.
RELAMPING
14.01 Relamping. The Landlord shall have the exclusive right to replace light
bulbs, tubes and ballasts contained in fixtures forming part of the ceiling
system of the Building In the Leased Premises, and all costs so incurred shall
be included in the term Operating Costs; provided however that the Landlord
shall have the right, in its absolute discretion to charge the Tenant directly
for all costs relating to such relamping of the Leased Premises if, in the
Landlord's reasonable opinion, the cost and frequency of same in respect of the
Leased Premises is excessive, such costs to be paid by the Tenant within thirty
(30) days after the Landlord gives to the Tenant a statement of those costs. At
its option, exercisable at any time and from time to time, the Landlord may
(a) carry out the replacement as and when required; or
(b) carry out a program of periodic replacement of lamps and ballasts on
a group basis in accordance with good practice.
TENANT REPAIR
15.01 Repair of Building. If the Building or any part thereof, including without
limitation the roof, structure, exterior walls, elevators, engines, pipes and
apparatus used for the purpose of climate control of the Building or operating
the elevators, or if the water pipes, drainage pipes, electric lighting or other
equipment of the Building requires repair or becomes damaged or destroyed
through the negligence, carelessness, misuse, or wrongful act or omission of the
Tenant, its servants, employees or anyone permitted by it to be in the Building
or for whom the
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Tenant Is responsible at law, or through him or them in any way stopping up or
injuring the heating apparatus, elevators, water pipes, drainage pipes or other
equipment or part of the Building, the cost of any such repairs, replacements or
alterations caused by that negligence, carelessness, misuse, or wrongful act or
omission by any such entities shall be borne by the Tenant who shall pay the
same to the Landlord as additional rent forthwith on demand.
15.02 Repair of Leased Premises. The Tenant shall maintain and repair the Leased
Premises in first-class order and condition (excluding only those repairs which
the Landlord is obligated to effect pursuant to Sections 39.01 and 45.01)
including, without limiting the generality of the foregoing, all interior
partitions, fixtures and leasehold improvements in the Leased Premises
(including without limitation, improvements and alterations made by or on behalf
of all prior tenants and occupants of the Leased Premises) but excluding janitor
and equipment closets and shafts within the Leased Premises designated by the
Landlord for use by it in connection with the operation and maintenance of the
Building. The Tenant shall also maintain and repair in a first-class order and
condition all electrical and telephone outlets and conduits and all fixtures and
shelving within the Leased Premises, and special mechanical and electrical
equipment, plumbing, electrical and sewage systems not a normal part of the
Building and installed by or for the Tenant or any prior tenant or occupant of
the Leased Premises (hereinafter referred to as the "Tenant's Specialized
Equipment and Systems") wherever situate. The Landlord may enter and view the
state of repair and the Tenant shall repair according to notice in writing,
subject to the foregoing exceptions.
15.03 Tenant Maintenance. The Tenant shall keep the Leased Premises in a clean
and sanitary condition conforming to all municipal by-laws, ordinances and laws
affecting the Leased Premises and shall promptly comply with all requirements of
the local Board of Health, Police and Fire Departments and municipal authorities
respecting the manner in which it uses or maintains the Leased Premises.
15.04 Repair At End of Term. At the end of the Term or sooner termination of the
Term, the Tenant shall leave the Leased Premises in good repair as aforesaid and
in a state of broom cleanliness, subject only to the exceptions set forth in
Sections 15.02.
15.05 Leased Premises To Be Left Tidy. The Tenant agrees at the end of each
Business Day to leave the Leased Premises in a reasonably tidy condition so as
not to impede the Landlord's cleaning service hereinafter referred to.
ASSIGNMENT, SUBLETTING, PARTING WITH POSSESSION, ETC.
16.01 Use and Possession. The Tenant shall not permit any part of the Leased
Premises to be used or occupied by any persons other than the Tenant, any
sub-tenants permitted under Section 16.02 and 16.03, and the employees of the
Tenant and any such permitted sub-tenant, or permit any part of the Leased
Premises to be used or occupied by any licensee or concessionaire, or permit any
person to be upon the Leased Premises other than the Tenant, such permitted
sub-tenants, and their respective employees, customers and others having lawful
business with them.
16.02 Assignment, Subletting, Parting with Possession. The Tenant shall not
assign or sublet or part with the possession of all or part of the Leased
Premises without leave, which leave shall not be unreasonably withheld; provided
however, such leave to any assignment or subletting (or any subsequent
assignment or subletting) shall not relieve the Tenant from the full and
faithful observance and performance of all of the Tenant's covenants, terms and
conditions herein contained, including without limitation, the payment of Rent.
The Tenant shall not advertise the whole or any part of the Leased Premises or
the Lease for the purpose of an assignment or subletting and shall not print,
publish, post, display or broadcast any notice or advertisement to that effect
and shall not permit any broker or other person to do any of the foregoing.
Without in any way limiting the reasons for which the Landlord may refuse to
grant its consent to an assignment or sublet, it shall not be considered
unreasonable for the Landlord to take into account the following factors:
restrictive clauses contained in other leases of tenants in the Building; the
financial background and business history of the proposed assignee or subtenant;
and the leasing program for the Building.
16.03 Notice to the Landlord. Provided further and notwithstanding anything
hereinbefore set forth:
(a) If at the time of any proposed assignment or subletting and from time
to time, the Tenant proposes to assign this Lease or sublet the Leased Premises,
the Tenant shall send to
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the Landlord a notice setting forth, the name and address of the proposed
assignee or subtenant and such information as to the nature of its business and
its financial responsibility and standing as the Landlord may reasonably require
and as is within the knowledge or possession of the Tenant or is available to
the Tenant on reasonable inquiry, and all the terms and conditions of the
proposed assignment or sublease, as the case may be. The Landlord, within
fourteen (14) days of receipt of such notice from the Tenant shall inform the
Tenant whether it consents or does not consent. In addition, the Landlord,
within fourteen (14) days of receipt of such notice from the Tenant, may elect
to terminate this Lease by giving to the Tenant notice of its intention to so
terminate, fixing as the date of termination either (A) the date the sub-tenant
or assignee proposes to occupy the Leased Premises, or (B) such other date as
the Landlord, in its discretion may determine, provided such date is not later
than the date specified in (A) above, and the Tenant shall deliver up vacant
possession of the Leased Premises on such date of termination and the Lease
shall terminate and come to an end and adjustments shall be made in Rent, taxes
and other charges payable by any party under this Lease. If the Landlord fails
to inform the Tenant that it withholds its consent or fails to elect to
terminate the Lease within the aforementioned time periods then the Tenant may
not assign or sublet such space to the proposed assignee or sub-tenant and the
Lease shall continue in full force and effect.
(b) The Tenant shall have the right without the consent of the Landlord,
to assign or sublet this Lease to a company incorporated by the Tenant provided
that the Tenant owns or beneficially controls all the issued and outstanding
shares in the capital stock of the company. Such assignment or subletting shall
however not relieve the Tenant from its obligations for the payment of Rent and
for the full and faithful observance and performance of all the covenants, terms
and conditions herein contained.
(c) The Landlord shall not be obligated to recognize any assignment or
subletting unless, within ten (10) days after the execution thereof, the Tenant
delivers to the Landlord a duplicate original of such assignment or such sublet
agreement duly executed by the assignee or sublessee and the Tenant, in form
satisfactory to the Landlord, provided that if it is an assignment such
instrument shall contain, among other things, provisions whereby such assignee
shall assume liability for, and the Tenant shall remain liable for, the Tenant's
obligations for the payment of Rent and for the full and faithful observance and
performance of the terms and conditions contained in this Lease. And further
provided that if it is a sublet agreement, such instrument shall contain, among
other things, provisions whereby such subtenant shall assume liability for, and
the Tenant shall remain liable for, the Tenant's obligations for the payment of
Rent and for the full and faithful performance of the terms and conditions
contained in this Lease insofar as they apply to the sublet premises, mutatis
mutandis. Additionally, the subtenant shall waive its rights under subsections
32(2), 39(2) and Section 21 of the Landlord and Tenant Act, as amended or
replaced from time to time.
16.04 Corporate Tenant.
(a) If the Tenant is a corporation and if at any time during the Term, any
part or all, of the corporate shares or voting rights of shareholders shall be
transferred by sale, assignment, bequest, inheritance, trust, operation of law
or other disposition, or treasury shares be issued so as to result in a change
in the effective control of the Tenant, then and so often as a change of
effective control shall occur, the Tenant shall immediately notify the Landlord
in writing of each such change. If the Tenant amalgamates with another
corporation resulting in an amalgamated corporation, effective control of which
is different from that of the Tenant prior to such amalgamation, then and so
often as such an amalgamation shall occur, the Tenant shall immediately notify
the Landlord in writing of each such amalgamation. The Landlord shall have the
right to terminate this Lease and the Term at any time after any such change in
the effective control of the corporation or any such amalgamation resulting in a
change of effective control, by giving the Tenant sixty (60) days prior written
notice of such termination.
(b) The Tenant shall, upon request of the Landlord, make available to the
Landlord for inspection or copying or both, all books and records of the Tenant
which, alone or with other data, show the applicability or inapplicability of
paragraph 16.03(b) or paragraph 16.04(a). If the Tenant shall, upon request of
the Landlord, fail or refuse to furnish to the Landlord all requested books,
records and data verified by an affidavit of an officer or director of the
Tenant or other credible person, then the Landlord may terminate this Lease by
giving the Tenant sixty (60) days prior written notice of such termination.
(c) Section 16.04 shall not apply to the Tenant if on and from the date of
this Lease the Tenant is a corporation whose shares are listed on a recognized
security exchange.
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RULES AND REGULATIONS
17.01 Rules and Regulations. The Tenant and the Tenant's employees and all
persons visiting and doing business with the Tenant in the Leased Premises shall
be bound by and shall observe the Rules and Regulations attached to this Lease
as Schedule "4" and such further and other rules and regulations made hereafter
by the Landlord relating to the Building or the Leased Premises and all such
rules and regulations shall be deemed to be incorporated in and form part of
this Lease.
USE OF THE LEASED PREMISES
18.01 Use of Leased Premises. The Leased Premises shall be used for the purposes
of normal office use in a manner befitting a first class building and for no
other purpose; provided such use shall comply with the terms of this Lease and
all applicable laws, by-laws, regulations or other governmental ordinances from
time to time in existence.
18.02 Increase in Insurance Premiums. The Tenant agrees that it will not keep,
use, sell or offer for sale In or upon the Leased Premises any article which may
be prohibited by any insurance policy in force from time to time covering the
Building. In the event the Tenant's occupancy or conduct of business in, or on
the Leased Premises, whether or not the Landlord has consented to the same,
results in any increase in premiums for the insurance carried from time to time
by the Landlord with respect to the Building, the Tenant shall pay any such
increase in premiums as additional rent within ten (10) days after bills for
such additional premiums shall be given by the Landlord to the Tenant. In
determining whether increased premiums are a result of the Tenant's use or
occupancy of the Leased Premises, a schedule issued by the organization
computing the insurance rate of the Building showing the various components of
such rate, shall be conclusive evidence of the several items and charges which
make up such rate. The Tenant shall promptly comply with all reasonable
requirements of the insurer now or hereafter in effect relating to the Leased
Premises.
18.03 Prohibited Uses. Without limiting the generality of Sections 18.01 and
18.02, the Tenant shall not use or permit the Leased Premises to be used for the
carrying on of any business or activity which would tend to lower the first
class character of the Building or which could be reasonably expected to
increase the number of persons entering and leaving the Leased Premises from
that as of the Commencement Date.
TENANT'S INSURANCE
19.01 Tenant's Insurance.
(a) The Tenant shall during any rent free period and the entire Term
hereof, at its sole cost and expense, take out and keep in full force and effect
the following insurance protecting the interests of the Tenant, the Landlord and
the mortgagees of the Landlord as their respective interests may appear:
(i) insurance upon property of every description and kind owned by the
Tenant, installed by or on behalf of the Tenant or for which the
Tenant is legally liable (and which is located within the Building),
including without limitation furniture, fittings, installations,
alterations, additions, partitions, fixtures and anything in the
nature of a leasehold improvement; such insurance to be in an amount
not less than ninety (90%) percent of the full replacement cost
thereof, with coverage against, at least, the perils of fire and
standard extended coverage including sprinkler leakages (when
applicable), earthquake, flood and collapse and if there is a
dispute as to the amount which comprises full replacement cost, the
decision of the Landlord or the mortgagees of the Landlord shall be
conclusive;
(ii) business interruption insurance in such amounts as will reimburse
the Tenant for a period of not less than two (2) years for direct
and indirect loss of earnings attributable to all perils commonly
insured against by prudent tenants or attributable to prevention of
access to the Leased Premises or to the Building as a result of such
perils; in the event the Tenant fails to provide aforesaid insurance
then the Tenant shall be deemed to have given to the Landlord a
waiver of claim as it pertains to any business interruption;
(iii) public liability and property damage insurance including without
limitation
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personal Injury liability, contractual liability, non-owned
automobile liability and owners' and contractors' protective
insurance coverage with respect to the Leased Premises and the
Tenant's use of any part of the Building and which coverage shall
include the activities and operations conducted by the Tenant and
any other person on the Leased Premises; such policies shall be
written on a comprehensive basis with limits of not less than
$5,000,000.00 for bodily injury to any one or more persons, or
property damage, or such higher limits as the Landlord or the
mortgagees of the Landlord may reasonably require from time to time,
for any one occurrence;
(iv) tenant's legal liability insurance for the full replacement cost of
the Leased Premises; such coverage to include the activities and
operations conducted by the Tenant and any other persons on the
Leased Premises; and
(v) any other form or forms of insurance as the Tenant or the Landlord
or the mortgagees of the Landlord may reasonably require from time
to time in form, in amounts and for insurance risks against which a
prudent tenant would protect itself.
(b) All insurance policies written on behalf of the Tenant shall also name
the Landlord as an additional insured, shall be primary, non-contributing with,
and not in excess of any Insurance otherwise available to the Landlord or its
mortgagees. In addition, each of the Tenant's insurance policies shall contain
cross-liability and severability of interest endorsements, and a waiver of any
subrogation rights which the Tenant's insurers may have against the Landlord and
against those for whom the Landlord is in law responsible whether any such
damage is caused by the act or omission (whether wrongful or otherwise) of the
Landlord or by those for whom the Landlord is in law responsible. The Tenant
hereby waives any right to recover from the Landlord for damage covered under
any of the Tenant's insurance policies.
(c) All policies shall be taken out and maintained with companies licensed
to do business in the Province of Ontario. In addition to the foregoing all
policies shall be taken out with insurers acceptable to the Landlord. The Tenant
agrees that certificates of insurance will be delivered to the Landlord as soon
as practicable after the placing of the required insurance. All policies shall
contain an undertaking by the insurers to notify the Landlord in writing not
less than thirty (30) days prior to any material change, cancellation or other
termination thereof.
(d) The Tenant covenants and agrees that in the event of damage or
destruction to the leasehold Improvements in the Leased Premises covered by
insurance required to be taken out by the Tenant pursuant to this Section 19.01,
the Tenant will use the proceeds of such insurance for the purpose of repairing
or restoring such leasehold Improvements. In the event of damage to or
destruction of the Building entitling the Landlord to terminate this Lease
pursuant to Section 45.02 hereof, if the Leased Premises have not been damaged,
the Tenant will deliver to the Landlord in accordance with the provisions of
this Lease, the leasehold improvements other than leasehold improvements which
the Tenant is entitled to remove from the Leased Premises in accordance with
this Lease.
(e) The Tenant hereby further covenants and agrees with the Landlord to
obtain, maintain and keep in force during the Term and any renewal thereof
adequate plate and other glass insurance to repair and replace at the Tenant's
sole cost any broken or damaged glass or damaged frames in the exterior facade
or interior improvements to the Leased Premises.
CANCELLATION OF INSURANCE
20.01 Cancellation of Insurance. If any insurance policy upon the Building or
any part thereof shall be cancelled or shall be threatened by the Insurer to be
cancelled or the coverage thereunder reduced in any way because of the use or
occupation of the Leased Premises or any part thereof by the Tenant or by any
assignee or sub-tenant of the Tenant or by anyone permitted by the Tenant to be
upon the Leased Premises, and if the Tenant fails to remedy the condition giving
rise to cancellation, threatened cancellation or reduction of coverage within
forty-eight (48) hours after notice thereof, or is not within that period
proceeding diligently to remedy that condition if that condition cannot be
remedied in forty-eight (48) hours, the Landlord may, at its option, enter upon
the Leased Premises and attempt to remedy such condition and the Tenant shall
forthwith pay the cost thereof to the Landlord as additional rent. The Landlord
shall not be liable for any damage or injury caused to any property of the
Tenant or of others located on the Leased Premises as a result of such entry no
matter how caused and whether or not such damage or injury results from or is
contributed to by the gross negligence of
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the Landlord or those for whom it is in law responsible. In the event that the
Landlord shall be unable to remedy such condition, the Landlord shall be
entitled to re-enter the Leased Premises forthwith by leaving upon the Leased
Premises notice in writing of its intention so to do and thereupon the
provisions of Section 51.01 hereof shall apply.
OBSERVANCE OF LAW
21.01 Observance of Law. The Tenant shall comply with all provisions of law
including without limitation, federal and provincial legislative enactments,
by-laws, and any other governmental or municipal regulations which affect the
Leased Premises or relate to the partitioning, equipment, operation or use of
the Leased Premises, or to the making of any repairs, replacements, alterations,
additions, changes, substitutions or improvements of or to the Leased Premises.
The Tenant shall comply with all police, fire, recycling, environmental and
sanitary regulations imposed by any federal, provincial or municipal
authorities, or made by insurance underwriters, and to observe and obey all
governmental and municipal regulations and other requirements governing the
conduct of any business conducted In the Leased Premises. The Tenant shall be
solely responsible for all costs incurred In compliance with this section
including, without limiting the generality of the foregoing, all costs incurred
by or on behalf of the Landlord with respect to the same, which costs shall be
paid by the Tenant to the Landlord on demand, as additional rent.
Notwithstanding the foregoing, it shall be the Landlord's responsibility to
comply with federal and provincial legislative enactments, by-laws, and any
other governmental or municipal regulations which affect or relate to the
structure of the Building or the common areas of the Lands and Building (whether
structural or not). All costs incurred by or on behalf of the Landlord to comply
with this Section shall be included in the calculation of Operating Costs and
shall be paid for by the Tenant in accordance with the relevant provisions of
this Lease; provided that the Tenant shall be solely responsible for all costs
incurred by or on behalf of the Landlord to the extent that such costs are
directly or indirectly caused by or relate to the nature of the use of the
Leased Premises or improvements contemplated, made or removed by or on behalf of
the Tenant, and shall be paid by the Tenant to the Landlord on demand, as
additional rent.
The Landlord reserves the right, in its sole discretion, to perform.
In whole or In part, work required to be carried out by the Tenant pursuant to
the provisions of this Section, the cost of which shall be paid by the Tenant,
as additional rent, within ten (10) days after delivery of an invoice therefor.
WASTE AND NUISANCE
22.01. Waste and Nuisance. The Tenant shall not do or suffer any waste or damage
or disfiguration or injury to the Lands or Building or the fixtures and
equipment thereof or permit or suffer any overloading of the floors in the
Leased Premises. The Tenant shall not place in the Leased Premises any safe,
heavy business machinery, computers, data processing machines, or other heavy
things without first obtaining the consent in writing of the Landlord and shall
not cause or permit any nuisance in, at or on the Lands or the Building.
ENTRY BY LANDLORD
23.01 Entry By Landlord. The Tenant shall permit the Landlord, its servants or
agents to enter upon the Leased Premises upon twenty-four (24) hours' prior
written notice of its intention to do so at reasonable times and from time to
time for the purpose of inspecting and of making repairs, alterations or
improvements to the Leased Premises or to the Building or to the access panels
to mechanical shafts (which the Tenant agrees not to obstruct), and the Tenant
shall not be entitled to compensation for any inconvenience, nuisance or
discomfort occasioned thereby. The Landlord may at any time and from time to
time give notice to the Tenant requiring the Tenant to remove any article or
remedy any condition which the Landlord has been advised by its insurer would be
likely to lead to the cancellation of any policy of insurance as referred to in
Section 44.01 hereof, and if the Tenant does not cause that article to be
removed or condition to be remedied within a reasonable time after the giving of
the notice, the Landlord, its servants or agent may hereafter enter upon the
Leased Premises to remove such article or remedy such condition, and such entry
by the Landlord shall not be deemed to be re-entry, but the Landlord, its
servants or agents may enter upon the Leased Premises without notice in the
event of any emergency, but the Landlord shall carry out any such re-entry with
due diligence and so as to interfere as little as possible with the Tenant's
occupancy of the Leased Premises.
INDEMNIFICATION OF LANDLORD
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24.01 Indemnification of Landlord. The Tenant shall indemnify the Landlord and
save it harmless from and against any and all loss, claims, actions, damages,
liability and expense in connection with the loss of life, personal injury or
damage to property arising from any occurrence in, upon or, at the Leased
Premises, or the occupancy or use by the Tenant of the Leased Premises or any
part thereof, or occasioned by any act or omission of the Tenant, its agents,
contractors, employees, servants, licensees, or concessionaires or invitees or
by anyone permitted to be on the Lands or in the Building by the Tenant. In case
the Landlord shall be made a party to any litigation commenced in relation to
any of the foregoing, then the Tenant shall protect and hold the Landlord
harmless and shall pay all costs, expenses and legal fees (on a solicitor and
his own client basis) incurred or paid by the Landlord in connection with such
litigation, notwithstanding such costs, expenses and legal fees may be incurred
after the expiry of the Term; it being agreed and understood that the Tenant's
obligation to indemnify shall survive the expiry or earlier termination of this
Lease.
24.02 Landlord's Consent. If the Landlord withholds, delays or refuses to give
consent as provided by the terms of this Lease, whether or not the Landlord is
entitled to do so, the Landlord shall not be liable for any losses or damages in
any way resulting therefrom and the Tenant hereby specifically releases the
Landlord from any such liability, and the Tenant shall not be entitled to
terminate this Lease or exercise any remedy whatsoever in respect thereof except
to seek the order of a court of competent jurisdiction compelling the Landlord
to grant such consent.
EXHIBITING PREMISES
25.01 Exhibiting Premises. The Tenant shall permit the Landlord and its agents
to exhibit the Leased Premises to its mortgagees or prospective mortgagees, any
purchaser or prospective purchaser of the Building, and prospective tenants,
during Normal Business Hours upon reasonable notice to the Tenant and subject to
the Tenant's reasonable security requirements. During the last six (6) months of
the Term, the Landlord and its agents shall be permitted to place upon the
Leased Premises signage indicating the premises are "For Sale" or "For Rent".
The Tenant shall permit such signage to remain where placed without molestation.
IMPROVEMENTS AND ALTERATIONS
26.01 Improvements and Alterations. The Tenant shall not make, install, erect or
perform in or to the Leased Premises any repairs, improvements, installations,
alterations, additions or partitions (which for the purposes of this Section
26.01 shall be collectively referred to as the "Improvements") without first
submitting the drawings and specifications in relation to such Improvements to
the Landlord and obtaining the Landlord's prior consent in each instance, which
consent shall not be unreasonably withheld. The Landlord may in its sole
discretion as a condition to granting its consent require the Tenant to post
with the Landlord security in an amount and type as the Landlord may in its sole
discretion require. Furthermore, the Tenant must obtain the Landlord's prior
written consent to any changes in such drawings or specifications submitted as
aforesaid. Prior to proceeding with any Improvements, the Tenant shall pay the
Landlord's and its consultants' reasonable costs incurred in reviewing such
drawings and specifications and any changes thereto. The Landlord may in its
sole discretion require that the Improvements be performed, in whole or in part,
on behalf of the Tenant by the Landlord or contractors which the Landlord has
engaged, whether on its own behalf or on behalf of the Tenant. The cost of
performing the Improvements shall be paid by the Tenant to the Landlord within
ten (10) days after delivery to the Tenant of an invoice therefor, on the basis
of either;
(a) a price agreed to by the Landlord and the Tenant prior to proceeding
with any of the Improvements; or
(b) failing agreement as aforesaid, a sum equal to:
(i) the cost of such work plus ten percent (10%) of the cost of
such work for the Landlord's overhead; plus
(ii) ten percent (10%) of (i) above for the Landlord's profit.
Without limiting the generality of the foregoing, all Improvements performed by
or for the Tenant shall be performed by contractors and subcontractors who have
been engaged or approved in advance by the Landlord and by competent workers
whose labour union affiliations are compatible with those of any workers who may
be employed in the Building by the Landlord, its contractors or sub-contractors.
The Tenant shall submit to the Landlord's supervision over
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construction and promptly pay when due the cost of all such work and of all
materials, labour and services involved therein and of all decoration and all
changes in the Building, Its equipment or services necessitated thereby. The
Tenant covenants that the Tenant will not suffer or permit during the Term
hereof any construction or other liens for work, labour, services, or materials
ordered by the Tenant or for the cost of which the Tenant may be in any way
obligated, to attach to the Leased Premises or to the Building and that whenever
and so often as any such liens shall attach or claims therefore shall be filed,
the Tenant shall within twenty (20) days after the Tenant has notice of claim
for lien procure the discharge thereof by payment or by giving security in such
other manner as is or may be required or permitted by law. The Tenant shall, at
its own cost and expense, take out or cause to be taken out any additional
insurance reasonably required by the Landlord to protect the Landlord's and the
Tenant's interest during the period the Improvements are being performed. If in
accordance with this Section 26.01, the Tenant submits drawings and
specifications for a proposed improvement to the Landlord and requests the
Landlord's written consent then the Landlord shall within thirty (30) days from
the date upon which the Landlord has received those drawings and specifications
and requested that consent inform the Tenant whether It consents or does not
consent. If the Landlord fails to so inform the Tenant, the Landlord shall be
considered to have denied consent.
26.02 Control of Building. The Landlord hereby reserves the right at any time
and from time to time to make changes in, additions to, subtractions from or
rearrangements of the Building including, without limitation, all improvements
at any time thereon, all entrances and exits thereto, and to grant, modify and
terminate easements or other agreements pertaining to the use and maintenance of
all or parts of the Building, provided that prior to the commencement of the
Term, the Landlord may relocate the Leased Premises to the extent found
necessary by the Landlord to accommodate changes in construction design or
facilities including major relocations but provided always that the Leased
Premises as relocated shall be in all material aspects comparable to the Leased
Premises as defined herein.
PIPES, CONDUITS
27.01 Pipes, Conduits. The Landlord shall have the right to use and make changes
or additions to the pipes, wires, conduits, utilities, ducts and other necessary
building services in the Leased Premises where necessary to serve other premises
in the Building but not in any way so as to interfere materially with the use
and enjoyment of the Leased Premises or to the Tenant's equipment so caused. The
Tenant shall not obstruct such pipes, conduits and ducts in the Leased Premises
so as to prevent reasonable access thereto.
GLASS
28.01 Glass. The Tenant shall pay the cost of replacement with as good quality
and size of any glass broken on the Leased Premises including outside windows
and doors of the perimeter of the Leased Premises (including perimeter windows
in the exterior walls) during the Term and any renewal thereof.
SIGNS AND ADVERTISING
29.01 Signs and Advertising. The Landlord will prescribe a uniform pattern of
identification signs for tenants to be installed by the Landlord, at the
Tenant's expense, on the outside of the doors leading into the Leased Premises.
Other than such prescribed identification signs, the Tenant shall not paint,
display, inscribe, place or affix any sign, picture, advertisement, notice,
lettering or direction on the outside of the Building or outside the Leased
Premises or within the Leased Premises and visible from outside the Building.
NAME OF BUILDING
30.01 Name of Building. The Tenant shall not refer to the Building by a name
other than that designated from time to time by the Landlord, nor use such name
for any purpose other than as the business address of the Tenant, provided that
the Tenant may use the municipal number of the Building assigned to it by the
Landlord instead of the name of the Building.
SUBORDINATION AND ATTORNMENT
31.01 Subordination. This Lease is subject to and subordinate to all mortgages
(including any deed of trust and mortgage securing bonds and all Indentures
supplemental thereto), and to any lien resulting from any other method of
financing, refinancing or collateral financing and to all underlying, superior,
ground or head leases and all renewals, modifications, consolidations,
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replacements and extensions thereof which may now or hereafter affect the Leased
Premises, the Building or the Lands or any part of any of the foregoing. The
Tenant shall execute any such acknowledgement or agreement or any application to
register a postponement of this Lease in favour of any such mortgage in order to
give effect to the foregoing provisions of this Section 31.01.
31.02 Attornment. If possession is taken under, or any proceedings are brought
for the foreclosure of, or a power of sale is exercised under any mortgage
(including a deed of trust and mortgage securing bonds and all indentures
supplemental thereto), or any method of financing, refinancing or collateral
financing or any underlying, superior, ground or head lease, or any renewal,
modification, consolidation, replacement or extension thereof which may now or
hereafter affect the Leased Premises, Building or the Lands or any part of any
of the foregoing, the Tenant shall attorn to such mortgagee, chargee, lessor,
trustee or other encumbrancer or purchaser upon any such foreclosure, sale or
taking of possession and recognize such mortgagee, chargee, lessor, trustee or
other encumbrancer or purchaser, as the Landlord under this Lease.
ACCEPTANCE OF PREMISES
32.01 Acceptance of Premises. The Tenant shall accept the Leased Premises on an
"as is" basis. The Tenant agrees that there is no promise, representation or
undertaking by or binding upon the Landlord with respect to the condition of the
Leased Premises or any alteration, remodelling or redecoration of or
installation of equipment or fixtures in the Leased Premises, except such as are
expressly set forth in this Lease.
CERTIFICATES
33.01 Certificates. The Tenant and the Landlord agree that they will at any time
and from time to time upon not less than ten (10) days' prior notice execute and
deliver to the other a statement in writing certifying that the Lease is
unmodified and in full force and effect (or if modified stating the
modifications and that the same is in full force and effect as modified), the
amount, of the annual Rent then being paid hereunder, the dates to which the
same, by instalments or otherwise, and other charges hereunder have been paid,
and whether or not there is an existing default on the part of the Landlord or
the Tenant (as the case may be) of which the party delivering the statement has
notice.
QUIET ENJOYMENT
34.01 Quiet Enjoyment. The Landlord covenants with the Tenant for quiet
enjoyment.
CLIMATE CONTROL
35.01 Climate Control. The Landlord shall provide climate control to the Leased
Premises during Normal Business Hours to maintain a temperature adequate for
comfortable occupancy, except during the making of repairs, alterations or
improvements and provided that the Landlord shall have no responsibility or
liability for failure to supply climate control service except for direct
damages suffered by the Tenant, where such damages are caused by the gross
negligence of the Landlord. Under no circumstances, however, shall the Landlord
be responsible or liable for indirect or consequential damages even if caused or
contributed to by the gross negligence of the Landlord or those for whom it is
in law responsible. The Tenant acknowledges that the Landlord has installed in
the Building a system for the purpose of climate control, which system is
designed to heat and cool during normal occupancy of the Leased Premises as
general offices on the basis of one person to every one hundred and twenty (120)
square feet of space on an open floor basis and based on window shading being
fully closed In those areas having exterior windows exposed to the sun and
without regard to the Tenant's specific use thereof or the installation of any
computers or data processing equipment. Any use of the Leased Premises not in
accordance with the design standards or arrangements or partitioning which
interferes with the normal operation of such system may require changes or
alterations in the system or ducts through which the same operates. Any changes
or alterations so occasioned, if such changes can be accommodated by the
Landlord's equipment, shall be carried out in accordance with Section 26.01 at
the Tenant's sole cost and expense but only with the written consent of the
Landlord first had and obtained, which consent may be withheld by the Landlord
in its sole discretion, and in accordance with drawings and specifications and
by a contractor first approved in writing by the Landlord, which approval may be
withheld by the Landlord in its sole discretion. If installation of partitions,
equipment or fixtures by the Tenant necessitates the re-balancing of the climate
control equipment in the Leased Premises, the
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same will be performed by the Landlord at the Tenant's expense. The Tenant
acknowledges that one (1) year may be required after the Tenant has fully
occupied the Leased Premises in order to adjust and balance the climate control
systems.
SERVICES TO LEASED PREMISES
36.01 Services to Leased Premises. Except during the making of repairs,
alterations or improvements and subject to Section 13.01, the Landlord shall
provide to the Leased Premises electric power sufficient for normal office use
for lighting and for small office equipment capable of operating from circuits
available to the Leased Premises and standard to the Building. Except during the
making of repairs, alterations or Improvements, the Landlord shall also provide
to the Building domestic running water sufficient for normal office use by the
tenants of the Building. Notwithstanding the foregoing, the Landlord shall have
no responsibility or liability for failure to supply electricity or water except
for direct damages suffered by the Tenant where such damages are caused by the
gross negligence of the Landlord. Under no circumstances, however, shall the
Landlord be responsible or liable for indirect or consequential damages even if
caused or contributed to by the gross negligence of the Landlord or those for
whom it is in law responsible.
ELEVATOR SERVICE
37.01 Elevator Service. Subject to the Rules and Regulations referred to in
Section 17.01, the Landlord shall furnish, except when repairs are being made,
elevator service at all times in common with others, provided that the Tenant
and such employees and all other persons using the same shall do so at their own
risk.
37.02 Failure to Provide Elevator Service. There shall be no liability on the
Landlord for any claim in respect of any failure by the Landlord to provide
elevator service except for direct damages suffered by the Tenant where such
damages are caused by the gross negligence of the Landlord. Under no
circumstances, however, shall the Landlord be responsible or liable for indirect
or consequential damages even if caused or contributed to by the gross
negligence of the Landlord or those for whom it is in law responsible.
JANITORIAL SERVICES
38.01 Janitorial Services. The Landlord shall cause when reasonably necessary
from time to time the floors to be swept and windows to be cleaned and the
desks, tables and other furniture of the Tenant to be dusted substantially In
accordance with the Cleaning Specifications attached hereto as Schedule "5".
With the exception of the obligation to cause such work to be done, the Landlord
shall not be responsible for any act or omission (whether wrongful or not) on
the part of the person or persons employed to perform such work. Such work shall
be done at the Landlord's direction without interference by the Tenant, its
employees or those for whom it is responsible at law.
REPAIR AND MAINTENANCE
39.01 Repair and Maintenance. Subject to Sections 45.01, 45.02 and 45.03, the
Landlord shall repair, replace and maintain the foundations and external and
structural parts of the Building, janitor and equipment closets and shafts
within the Leased Premises designated by the Landlord for use by it in
connection with the operation and maintenance of the Building, damages resulting
from structural defect, and all common areas, plumbing, electrical, mechanical
and sewage systems of the Building save and except the Tenant's Specialized
Equipment and Systems (as the same is defined in Section 15.02), and shall
perform such repairs, replacements and maintenance with reasonable dispatch, in
a good and workmanlike manner, but the Landlord shall not be liable for any
damages for failing to do so except for direct damages suffered by the Tenant
where such damages are caused by the gross negligence of the Landlord. Under no
circumstances, however, shall the Landlord be responsible or liable for indirect
or consequential damages even if caused or contributed to by the gross
negligence of the Landlord or those for whom it is in law responsible.
TRADE FIXTURES
40.01 Trade Fixtures. The Tenant may install its usual trade fixtures provided
such installation does not affect the structure of the Leased Premises or the
Building and provided further that the Tenant shall have submitted detailed
plans and specifications for such trade fixtures to the Landlord and obtained
its prior written consent thereof which consent shall not be unreasonably
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withheld. If In accordance with this Section 40.01 the Tenant submits plans and
specifications for a proposed installation to the Landlord and requests the
Landlord's written consent then the Landlord shall within thirty (30) days from
the date it has received those drawings and specifications and a request for
consent inform the Tenant whether It consents or does not consent. If the
Landlord fails so to inform the Tenant, the Landlord shall not be considered or
deemed to have given its consent.
REMOVAL OF TRADE FIXTURES
41.01 Removal of Trade Fixtures. All trade fixtures installed by the Tenant in
the Leased Premises shall remain the properly of the Tenant and shall be removed
at the expiration of the Term, or other termination thereof, provided the Tenant
shall promptly repair, at its expense, any damage to the Leased Premises caused
by any such removal, and provided further that the Tenant shall not at such time
be in default under any covenant or agreement contained herein; and if in
default, the Landlord shall have a lien on such fixtures and apparatus as
security against loss or damage resulting from any such default by the Tenant
and said fixtures and apparatus shall not be removed by the Tenant until such
default is cured, unless otherwise directed by the Landlord. If at the expiry or
earlier termination of the Term, the Tenant fails to remove its trade fixtures
or any of its other properly on the Leased Premises, the Landlord shall have no
obligation in respect thereof and may in its sole discretion sell or destroy the
same or have them removed or stored at the expense of the Tenant, or at the
option of the Landlord, such trade fixtures or property, as the case may be,
shall become and shall be deemed to be the absolute property of the Landlord
without any compensation to the Tenant.
IMPROVEMENTS
42.01 Improvements. Provided further, any or ail installations, alterations,
additions, partitions and fixtures other than trade or tenant's fixtures in or
upon the Leased Premises, whether placed there by the Tenant or the Landlord,
shall, immediately upon such placement, become the properly of the Landlord
without compensation therefor to the Tenant unless before undertaking any work
the Tenant submits to the Landlord such plans and specifications as the LandIord
may reasonably require and obtains the Landlord's approval in writing of such
plans and specifications and unless the Landlord's approval in writing states
that those installations, alterations, additions, partitions or fixtures may be
removed at the end of the Term. Notwithstanding anything herein contained, the
Landlord shall be under no obligation to repair, maintain or insure such
installations, alterations, additions, partitions and fixtures or anything in
the nature of a leasehold improvement made or installed by or on behalf of the
Tenant or any predecessor tenant, and regardless or whether paid for by the
Tenant, the Landlord or another. The Landlord may elect that any or all
installations made or installed by or on behalf of the Tenant be removed and it
shall be the Tenant's obligation to restore the Leased Premises to the condition
they were in before such alterations, installations, partitions and fixtures.
Such removal and restoration shall be at the sole expense of the Tenant.
TIME FOR REPAIR
43.01 Time For Repair. If any of the boilers, engines, pipes, climate control
equipment or other apparatus or any of them used for the purpose of climate
control or if the water pipes, drainage pipes, electric lighting, elevators or
other equipment of the Building require repair or become damaged or destroyed
the Landlord shall have a reasonable time in which to make such repairs or
replacements as may be reasonably required for the resumption of those services
to the Leased Premises which it has by this Lease expressly agreed to provide
and, except in the case of direct damage caused by the gross negligence of the
Landlord, the Tenant shall not be entitled to any compensation or damages
therefor, and where the Tenant would be entitled to receive proceeds of
insurance in respect of such damage, the Tenant shall not be entitled to receive
compensation from the Landlord therefor. If, however, any such equipment of the
Building is impaired, damaged or destroyed through the act or omission, whether
wrongful or not, of the Tenant, its employees or anyone for whom it is
responsible at law, or through it or them making use of or permitting others to
use improper paper in the water closets or in any other manner or way stopping
up or injuring such climate control equipment, water pipes, drainage pipes,
electric or other equipment, the expense of the necessary repair shall be borne
entirely by the Tenant who shall pay the same to the Landlord upon demand as
additional rent. Nothing in this Section shall require the Landlord to make a
claim under any policy of insurance. Notwithstanding anything to the contrary in
this Lease, under no circumstances shall the Landlord be responsible or liable
for indirect or consequential damages, even if caused or contributed to by the
gross negligence of the Landlord or those for whom It is in law responsible. If
by any act or omission, whether wrongful or not, the Tenant, its employees or
anyone for
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whom the Tenant is responsible at law, directly or indirectly causes injury or
damage to the Lands or Building beyond normal wear and tear, the expense of
repairing such damage or injury shall be borne entirely by the Tenant who shall
pay the same to the Landlord upon demand as additional rent. The Tenant's
obligations under this Section 43.01 shall survive the expiration on sooner
termination of this Lease and are in addition to the Tenant's obligations under
Sections 15.01 and 15.02.
LANDLORD'S INSURANCE
44.01 Landlord's Insurance. The Landlord covenants and agrees that throughout
the Term it will insure the Building (excluding foundations and excavations) and
the machinery, boilers and equipment contained therein owned by the Landlord
(excluding any properly with respect to which the Tenant is obliged to Insure
pursuant to the provisions of Section 19.01 hereof) against damage by fire and
extended perils coverage in such reasonable amounts as would be carried by a
prudent owner of a similar property. The Landlord will also, throughout the
Term, carry public liability and property damage insurance with respect to the
operation of the Building in reasonable amounts as would be carried by a prudent
owner of a similar property. The Landlord may, but shall not be obliged to, take
out and carry any other form or forms of insurance as it or the mortgagees of
the Landlord may reasonably determine advisable. Notwithstanding any
contribution by the Tenant to the cost of insurance premiums, as provided
herein, the Tenant acknowledges that it has no right to receive any proceeds
from any such insurance policies carried by the Landlord.
FIRE, DAMAGE, ETC.
45.01 Fire and Damage to the Leased Premises.
(a) If the Leased Premises are at any time destroyed or damaged
(including, without limitation, smoke or water damage) as a result of fire, the
elements, accident or other casualty and if as a result of such occurrence:
(i) the Leased Premises are rendered untenantable only in part, this
Lease shall continue in full force and effect and the Landlord
shall, subject to Subsection 45.02(a) hereof, proceed to
reconstruct, rebuild or repair the Leased Premises, to the extent of
the insurance proceeds actually received by the Landlord to carry
out its obligations under this paragraph 45.01(a), to the condition
that the Leased Premises were in immediately prior to the Tenant or
any prior tenant or occupant making or having made on its behalf any
improvements or alterations to the Leased Premises, regardless of
whether such improvements or alterations were carried out before or
after the Commencement Date and regardless of whether such
improvements or alterations were paid for or performed in whole or
in part by the Landlord. Only the base rent (not additional rent or
other payments payable by the Tenant hereunder) shall abate
proportionately (according to the ratio that the portion of the
Rentable Area of the Leased Premises rendered untenantable is
compared to the Rentable Area of the Leased Premises) from the date
of the destruction or damage until the Leased Premises have been
restored by the Landlord to the extent required of the Landlord;
(ii) the Leased Premises are rendered wholly untenantable, the Landlord
shall, subject to Subsection 45.02(a) hereof, proceed to
reconstruct, rebuild or repair the Leased Premises, to the extent of
the insurance proceeds actually received by the Landlord to carry
out its obligations under this paragraph 45.01(a), to the condition
that the Leased Premises were in immediately prior to the Tenant or
any prior tenant or occupant making or having made on its behalf any
improvements or alterations to the Leased Premises, regardless of
whether such improvements or alterations were carried out before or
after the Commencement Date and regardless of whether such
improvements or alterations were paid for or performed in whole or
in part by the Landlord. Only the base rent (not additional rent or
other payments due by the Tenant hereunder) shall abate from the
date of the destruction or damage until the Leased Premises have
been restored by the Landlord to the extent required of the
Landlord;
(iii) the Leased Premises are not rendered untenantable in whole or in
part, the Lease shall continue in full force and effect, the base
rent, additional rent and
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other amounts payable by the Tenant shall not terminate, be reduced
or abate and the Landlord shall, subject to Subsection 45.02(a)
hereof, proceed to reconstruct, rebuild or repair the Leased
Premises, to the extent of the insurance proceeds actually received
by the Landlord to carry out its obligations under this paragraph
45.01 (a), to the condition that the Leased Premises were in
immediately prior to the Tenant or any prior tenant or occupant
making or having made on its behalf any improvements or alterations
to the Leased Premises, regardless of whether such improvements or
alterations were carried out before or after the Commencement Date
and regardless of whether such improvements or alterations were paid
for or performed in whole or in part by the Landlord.
(b) In repairing, reconstructing or rebuilding the Leased Premises
or any part thereof, the Landlord may use designs, plans and specifications
other than those used in the original construction and may alter or relocate, or
both, any or all of the facilities or improvements provided the Leased Premises
as altered or relocated shall be of substantially the same size and otherwise be
reasonably comparable to the Leased Premises defined herein. Upon the Tenant
being notified in writing by the Landlord that the Landlord's work has been
substantially completed, the Tenant shall forthwith complete all work required
to fully restore, rebuild and repair to a first-class standard, the Leased
Premises and the leasehold improvements for business (in any case, without the
benefit of any capital allowance or payments made at the time of original
construction by the Landlord to the Tenant in connection with the Leased
Premises or leasehold improvements pertaining thereto). The Landlord may, in its
sole discretion, proceed to complete the Tenant's portion of the restoration,
rebuilding or repair all for the account of the Tenant in accordance with the
provisions of Section 26.01 hereof.
45.02 Fire and Damage to the Building.
(a) Notwithstanding anything contained in this Lease and
specifically notwithstanding the provisions of Section 45.01 hereof, if:
(i) twenty-five percent (25%) or more of the Total Rentable Area of the
Building is at any time destroyed or damaged (including without
limitation, damage by either or both smoke and water) as a result of
fire, the elements, accident or other casualty, whether or not the
Leased Premises are affected by such occurrence;
(ii) twenty-five percent (25%) or more of the area of the interior common
areas and facilities (excluding all parking areas, if any) is at any
time destroyed or damaged (including, without limitation, damage by
either or both smoke or water) as a result of fire, the elements,
accident or other casualty, whether or not the Leased Premises are
affected by such occurrence;
(iii) the Building or the Leased Premises are damaged or destroyed, in
whole or in part, by an occurrence against which the Landlord is not
insured or required to insure or beyond the extent to which the
Landlord is required to insure pursuant to this Lease;
(iv) the Building or the Leased Premises are damaged or destroyed
(including without limitation, damage by either or both smoke and
water) as a result of fire, the elements, accident or other
casualty, at any time within the last two (2) years of the Term or
the renewal term (if any), as the case may be; or
(v) the Leased Premises are damaged or destroyed, in whole or in part,
(including without limitation, damage by either or both smoke and
water) as a result of fire, the elements, accident or other
casualty, and if, in the Landlord's opinion, the Leased Premises are
not reasonably capable of being repaired to the extent of the
Landlord's obligation to repair under this Lease, within one hundred
and eighty (180) days after such damage or destruction;
then and so often as any such events occur, the Landlord may, at its option (to
be exercised by written notice to the Tenant within ninety (90) days following
any such occurrence), elect to terminate this Lease. In the case of such
election, the Term and the tenancy hereby created shall expire on the thirtieth
(30th) day after such notice is given, without indemnity or penalty payable or
any other recourse by one party to or against the other and the Tenant shall,
within such thirty (30) day period, vacate the Leased Premises and surrender
them to the Landlord failing which the Landlord shall have the right to re-enter
and repossess the Leased Premises
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discharged of this Lease and to expel all persons and remove all property
therefrom. All Rent shall be due and payable without reduction or abatement
subsequent to the destruction or damage and until the date of vacation of the
Leased Premises by the Tenant, unless the Leased Premises shall have been
destroyed or damaged as well, in which event the provisions of Section 45.01
regarding the abatement of base rent shall apply, mutatis mutandis.
(b) If all or any part of the Building is at any time destroyed or
damaged as set out in Section 45.02(a), and the Landlord does not elect to
terminate this Lease in accordance with the rights hereinbefore granted, the
Landlord shall, following such destruction or damage, proceed to reconstruct,
rebuild or repair, if necessary, that part of the Building requiring same, but
only to the extent of the Landlord's responsibilities pursuant to the terms of
the various leases for the premises in the Building and exclusive of any
tenant's responsibilities set out therein and, in any event, only to the extent
of the insurance proceeds actually received by the Landlord with respect to such
destruction or damage. If the Landlord elects to repair, reconstruct or rebuild
the Building or any part thereof, the Landlord may use designs, plans and
specifications other than those used in the original construction of the
Building or any part thereof and may alter or relocate or both, any or all of
the facilities and improvements.
45.03 Architect's Certificate. The certificate of the Landlord's architect shall
bind the parties as to:
(a) the percentage of the Total Rentable Area of the Building or the
percentage of the area of the common areas and facilities damaged or
destroyed;
(b) whether or not the Leased Premises are rendered untenantable and the
extent of such untenantability;
(c) the date upon which the Landlord's work or Tenant's work of
reconstruction, rebuilding or repair is completed or substantially
completed and the date when the Leased Premises are rendered
tenantable; and
(d) the state of completion of any work of either the Landlord or the
Tenant under this Lease.
LOSS AND DAMAGE
46.01 Loss and Damage. The Tenant acknowledges and agrees that notwithstanding
anything in this Lease to the contrary, it is understood and agreed that:
(a) the Landlord shall not be liable or responsible in any way for any
death, injury, loss or damage to property, unless such death, injury, loss or
damage is directly caused by the gross negligence of the Landlord, except where
the Tenant has waived such liability under Sections 19.01(b) or 43.01, or under
paragraphs 46.01(b), (c), or (d), in which case the Landlord shall have no
liability whatsoever even if grossly negligent;
(b) the Tenant acknowledges and agrees that the Landlord shall not be
liable or responsible in any way for loss or damage to computer programmes,
software, stored data, money, securities, negotiable instruments, papers, works
of art, precious metals or other valuables of the Tenant or others no matter how
caused and whether or not caused or contributed to by the gross negligence of
the Landlord or those for whom it is in law responsible and the Tenant shall
indemnify the Landlord and save it harmless from any claims arising out of
damages to the same;
(c) the Landlord shall not be liable or responsible in any way for any
damage whatsoever caused by any other tenant or persons in, upon or at the
Building or the Lands, or by an occupant of adjacent property thereto, or the
public, or caused by construction of any private, public or quasi-public works
no matter how caused and whether or not such death, injury, loss or damage, as
the case may be, results from or is contributed to by the gross negligence of
the Landlord or those for whom it is in law responsible; and
(d) the Tenant acknowledges and agrees that notwithstanding anything in
this Lease or at law to the contrary, under no circumstances shall the Landlord
be liable or responsible for indirect or consequential damages even if caused or
contributed to by the gross negligence of the Landlord or those for whom it is
in law responsible.
DELAYS
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47.01 Delays. Whenever and to the extent that the Landlord or the Tenant are
unable to fulfill or are delayed or restricted in the fulfillment of any
obligation under this Lease in respect of the supply or provision of any service
or utility or the doing of any work or the making of any repairs by reason of
being unable .to obtain the material, goods, equipment, service, utility or
labour required to enable it to fulfil such obligation or by reason of any
statute, law or Order-In-Council or any regulation or order passed or made
pursuant thereto or by reason of the order or direction of any administrator,
controller or board, or any governmental department or officer or other
authority, or by reason of not being able to obtain any permission or authority
required thereby, or by reason of any other cause beyond its reasonable control
whether of the foregoing character or not, the Landlord or the Tenant as the
case may be shall be entitled to extend the time for fulfilment of such
obligation by a time equal to the duration of such delay or restriction, and the
other party shall not be entitled to compensation for any inconvenience,
nuisance or discomfort thereby occasioned.
DEFAULT
48.01 Default. If and whenever:
(i) the Rent or any part thereof shall not be paid on the day appointed
for payment thereof whether lawfully demanded or not; or
(ii) in the case of breach or non-observance of any of the covenants,
agreements, provisos, conditions or Rules and Regulations on the
part of the Tenant to be kept, observed or performed (save and
except the Tenant's covenants to pay Rent), the Tenant shall not
have remedied such breach after reasonable notice from the Landlord
of such breach (provided, however, in no event shall such notice
period exceed five (5) business days); or
(iii) in case the Leased Premises shall be vacant or remain unoccupied for
fifteen (15) consecutive days or in case the Term shall be taken in
execution or attachment for any cause whatsoever;
then in every such case it shall be lawful for the Landlord to immediately
thereafter enter into and upon the Leased Premises or any part thereof in the
name of the whole. If any period during which the Leased Premises are vacant or
remain unoccupied occurs during the first year of this Lease and is associated
with the phasing in of the Tenant's occupation of the Leased Premises and is of
a duration of not more than thirty (30) days, that vacancy or failure to occupy
shall not be considered to be a breach of this Section 48.01.
BANKRUPTCY, ETC.
49.01 Bankruptcy, Etc. If the Term hereby granted or any of the goods and
chattels of the Tenant shall at any time during the Term or any renewal thereof
be seized or taken in attachment by any supplier or creditor of the Tenant, or
if a writ of execution, sequestration or extent shall issue against the goods
and chattels of the Tenant or if the Tenant shall execute any security
agreement, chattel mortgage or bill of sale of its goods and chattels (other
than one incidental to any public issue of bonds, debentures or other securities
of the Tenant, or to any reorganization of the Tenant, or its amalgamation with
any other company) or if any petition or other application is presented to any
court of competent jurisdiction for the dissolution, liquidation or winding-up
of the Tenant or for the appointment of a receiver or receiver and manager of
the Tenant, or if the Tenant makes any assignment for the benefit of creditors
or becomes bankrupt or insolvent or takes the benefit of any statute now or
hereafter in force for bankrupt or insolvent debtors, or if the Tenant shall
abandon or attempt to abandon the Leased Premises, or if the said Leased
Premises shall be used for any purpose other than that for which they were let
without the written consent of the Landlord, or if the Tenant shall make any
sale or other disposition of its goods and chattels pursuant to or which should
legally have been done pursuant to any legislation relating to bulk sales
(except one incidental to any reorganization of the Tenant, or its amalgamation
with any other company), then in every case the then current and the next
ensuing three (3) monthly instalments of Rent shall immediately become due and
payable; and the Landlord may, at its sole option, without prior notice re-enter
and take possession of the Leased Premises, or any part thereof in the name of
the whole, and have again, repossess and enjoy the Leased Premises in its former
estate, anything herein to the contrary notwithstanding, and the Term shall, at
the option of the Landlord, forthwith become forfeited and determined and
accelerated Rent shall be recoverable by the Landlord as if it were Rent in
arrears, but the Tenant shall remain liable under this Lease.
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DISTRESS
50.01 Distress. The Tenant waives and renounces the benefit of any present or
future statute taking away or limiting the Landlord's right of distress, and
covenants and agrees that notwithstanding any such statute none of the goods and
chattels of the Tenant on the Leased Premises at any time during the Term shall
be exempt from levy by distress for Rent in arrears.
RIGHT OF RE-ENTRY
51.01 Right of Re-entry. The Tenant further covenants and agrees that on the
Landlord's becoming entitled to re-enter upon the Leased Premises under any of
the provisions of this Lease or otherwise at law, the Landlord in addition to
all other rights shall have the right (but not the obligation) to enter the
Leased Premises as the agent of the Tenant, either by force or otherwise,
without being liable for any prosecution therefore and as agent of the Tenant to
relet the Leased Premises, to make alterations to the Leased Premises to
facilitate their reletting, to receive rent therefore, and as agent of the
Tenant, to take possession of any furniture or other properly on the Leased
Premises and to sell the same by public or private sale without notice. The
Landlord shall apply the proceeds of any such reletting and sale first, to the
payment of any expenses incurred by the Landlord with respect to any such
reletting or sale, including without limitation the making of alterations to the
Leased Premises; second, to the payment of any indebtedness of the Tenant to the
Landlord other than Rent; and third, to the payment of Rent in arrears; with the
residue to be held by the Landlord and applied in payment of future Rent as it
become due and payable and the Tenant shall be liable for the deficiency, if
any. The Landlord shall be entitled to relet the Lease Premises, or any part
thereof for such term or terms (which may be for a term or terms extending
beyond the Term) and at such rents and upon such other terms, covenants and
conditions as the Landlord in its discretion considers advisable.
Notwithstanding any such reletting without termination, the Landlord may at any
time thereafter elect to terminate this Lease for any previous breach.
If the Landlord at any time re-enters the Leased Premises or any
part thereof in the name of the whole, the Tenant shall pay to the Landlord upon
such re-entry the then current and the next ensuing three (3) monthly
instalments of Rent, which shall immediately become due and payable as
accelerated Rent. Furthermore, if upon re-entering the Leased Premises the
Landlord exercises its right to terminate this Lease, in addition to any other
remedies it may have, it may recover from the Tenant all damages it incurs by
reason of such breach, including without limitation, the cost of recovering the
Leased Premises, solicitor's fees (on a solicitor and his client basis) and Rent
required to be paid pursuant to this Lease for the remainder of the Term, all of
which amounts shall be immediately due and payable by the Tenant to the
Landlord.
RIGHT OF TERMINATION
52.01 Right of Termination. The Tenant further covenants and agrees that on the
Landlord's becoming entitled to re-enter the Leased Premises under any of the
provisions of this Lease, the Landlord in addition to all other rights, shall
have the right to terminate forthwith this Lease and the Term by giving notice
in writing addressed to the Tenant of its intention to do so, and thereupon Rent
shall be computed, apportioned and paid in full to the date of such termination
of this Lease, and any other payments for which the Tenant is liable under this
Lease shall be paid and the Tenant shall forthwith deliver up possession of the
Leased Premises to the Landlord and the Landlord may re-enter and take
possession of the same.
TO PAY RENT AND PERFORM COVENANTS
53.01 To Pay Rent and Perform Covenants. The Tenant shall pay to the Landlord in
the manner specified herein, without any deduction, set-off or abatement, all
Rent hereby reserved and all other amounts which are collectible by the Landlord
as Rent. The Tenant shall observe and perform all covenants, provisions and
terms of this Lease on its part to be observed and performed and shall not do or
suffer to be done anything contrary to any covenant, provision or term hereof.
REMEDYING BY LANDLORD. NON-PAYMENT AND INTEREST
54.01 Remedying By Landlord. Non-Payment and Interest. In addition to all rights
and remedies of the Landlord available to it in the event of any default
hereunder by the Tenant either by any other provision of this Lease or by
statute or the general law the Landlord:
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(a) shall have the right at all times, upon notice which is reasonable in
the circumstances (but in no event shall such notice period exceed five (5)
Business Days), to remedy or attempt to remedy any default of the Tenant and in
so doing may make any payments due or alleged to be due by the Tenant to third
parties and may enter upon the Leased Premises to do any work or other things
therein, and in such event all costs and expenses of the Landlord in remedying
or attempting to remedy such default shall be payable by the Tenant to the
Landlord forthwith upon demand; and
(b) shall have the same rights and remedies in the event of any
non-payment by the Tenant of any amounts payable by the Tenant under any
provision of this Lease as in the case of non-payment of Rent; and
(c) if the Tenant shall fail to pay any Rent or other amount from time to
time payable by it to the Landlord promptly when due, the Landlord shall be
entitled, if it shall demand it, to interest thereon at a rate per annum which
is equal to the interest rate set from time to time by The Royal Bank of Canada
as its reference rate for Canadian dollar commercial loans made by it in Canada
plus five percent (5%) from the date upon which the same was due until actual
payment thereof.
54.02 Enforcement Expenses. The Tenant shall pay to the Landlord, as additional
rent, all costs and expenses incurred by the Landlord in the enforcement of the
covenants, provisions and terms of this Lease, including without limitation,
legal costs on a solicitor and his own client basis.
54.03 Cost to Remedy. Without in any way limiting the generality of the
provisions of Section 54.01, the Tenant shall pay to the Landlord all expenses
incurred by the Landlord pursuant to Section 15.01 or to remedy or attempt to
remedy default by the Tenant in respect of any of its covenants under this
Lease, including without limitation, a default under Sections 15.02, 15.03,
15.04, 21.01 and 43.01, an amount equal to the Landlord's costs incurred in
remedying or attempting to remedy the Tenant's default, These costs shall be
paid by the Tenant to the Landlord within ten (10) days after delivery to the
Tenant of an invoice therefor. The Landlord's cost shall be equal to:
(i) the Landlord's expenses (including without limitation amounts paid
to its consultants) plus ten percent (10%) of such expenses for the
Landlord's overhead; plus
(ii) ten percent (10%) of (i) above for the Landlord's profit.
NON-WAIVER
55.01 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 covenants, provisos or conditions 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 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. Unless otherwise expressly stated to
the contrary, both the Indemnifier's and the Tenant's obligations under this
Lease, shall survive the expiry or early termination, disclaimer or repudiation
of this Lease and shall remain in full force and effect until fully complied
with,
OVERHOLDING
56.01 Overholding. If the Tenant shall continue to occupy the Leased Premises
after the expiration of this Lease or any renewal thereof without any further
written agreement, the Tenant shall be a monthly tenant at a monthly base rent
payable in advance on the first day of each month during the period of such
overholding, equal to either:
(a) the then current market base rent as determined by the Landlord but in no
event shall such current market base rent be less than base rent payable
during the last month of the then expiring Term or renewal term as the
case may be;
or at the Landlord's sole option,
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(b) a sum equal to two (2) times the monthly instalment of base rent payable
during the last month of the then expiring Term or renewal term as the
case may be;
and otherwise on the terms and conditions herein set out, except as to base rent
and as to the length of tenancy. Nothing contained in this Section shall
preclude the Landlord from exercising all of its rights set out in this Lease or
at law or in equity including, without limitation, the taking of any action for
recovery of possession of the Leased Premises. The Tenant shall promptly
indemnity and hold harmless the Landlord from and against all liabilities and
damages suffered by the Landlord together with all liabilities, damages, claims,
suits and actions brought against the Landlord as a result (whether direct or
indirect) of the Tenant remaining in possession of all or part of the Leased
Premises after the expiry of the Term and all costs incurred by the Landlord as
a result thereof, including legal fees (on a solicitor and his own client basis)
and consultant's fees. The Tenant shall not interpose any counterclaim in any
proceeding, whether summary or otherwise, based on an overholding by the Tenant.
DIRECTORY BOARD
57.01 Directory Board. The Tenant shall be entitled, at its expense, to have its
name shown upon the Directory Board of the Building, and the Landlord shall
design the style of such identification, and the Directory Board shall be
located in an area designated by the Landlord in the main lobby.
ACCRUAL OF RENT
58.01 Accrual of Rent. Rent shall be considered as annual and accruing from day
to day, and where it becomes necessary for any reason to calculate such Rent for
an irregular period of less than (1) year an appropriate apportionment and
adjustment shall be made. Where the calculation of any Rent is not made until
after the termination of this Lease, the obligation of the Tenant to pay such
Rent shall survives the termination of this Lease and such amounts shall be
payable by the Tenant upon demand by the Landlord.
TRANSFER BY LANDLORD
59.01 Transfer By Landlord. In the event of a sale, transfer, lease or other
form of disposition by the Landlord of the Building or a portion thereof
containing the Leased Premises or the assignment by the Landlord of this Lease
or any interest of the Landlord hereunder, the Landlord shall, without further
written agreement, to the extent that such purchaser, transferee, lessee,
assignee, mortgagee or recipient of the said interest of the Landlord has become
bound by the covenants and obligations of the Landlord hereunder, be freed,
released and relieved of all liability or obligations under this Lease, accruing
after that sale, transfer or lease is effective and the Tenant, on its own
behalf and on behalf of any successor or assign of it shall not commence any
proceeding or make any claim or permit same to be commenced or made which would
or may result in a claim over against the Landlord being made.
NOTICE
60.01 Notice. Any notice, request, statement or other writing pursuant to this
Lease shall be deemed to have been given if sent by registered prepaid post as
follows:
TO THE LANDLORD:
1801 Woodward Drive,
Ottawa, Ontario
K2C OR3
or such other address as the Landlord shall notify the Tenant in writing at any
time or from time to time;
TO THE TENANT:
At the Leased Premises
or at the last address known to the Landlord and such notice shall be deemed to
have been received by the Landlord or Tenant as the case may be, on the fourth
business day after the date on which it shall have been so mailed unless prior
to the deemed receipt thereof there shall have occurred an actual or threatened
interruption of postal services in which event the
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notice shall not be deemed to have been received until it has actually been
received.
60.02 When Sufficiently Given. Notice shall also be sufficiently given if and
when the same shall be personally delivered, in the case of notice to the
Landlord, to an executive officer of the Landlord, and in the case of the
Tenant, to the Leased Premises. Such notice, if personally delivered, shall be
conclusively deemed to have been given and received at the time of such personal
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 to the
Leased Premises. Provided that the Landlord may, by notice to the Tenant, from
time to time designate another address in Canada to which notices are to be
mailed such designation to be effective upon the deemed or actual receipt of
same as provided for in Sections 60.01 or 60.02, as the case may be.
LAWS OF PROVINCE APPLY
61.01 Laws of Province Apply. This Lease shall be deemed to have been made in
and shall be construed in accordance with the laws of the Province in which the
Building is situate.
PAYMENT IN CANADIAN FUNDS
62.01 Payment in Canadian Funds. The Rent reserved herein and all other amounts
required to be paid or payable under the provisions of this Lease shall be paid
in lawful money of Canada.
LEASE ENTIRE AGREEMENT
63.01 Lease Entire Agreement. The Tenant acknowledges that there are no
covenants, representations, warranties, agreements or conditions expressed or
implied, collateral or otherwise forming part of or in any way affecting or
relating to this Lease save as expressly set out in this Lease and that this
Lease, the Schedules attached and the Rules and Regulations, constitute the
entire agreement between the Landlord and Tenant and may not be modified except
as herein explicitly provided or except by subsequent agreement in writing of
equal formality hereto executed by the Landlord and the Tenant.
BINDING EFFECT
64.01 Binding Effect. Subject to the provisions of this Lease respecting
assignment or subletting by the Tenant with the consent of the Landlord, this
Lease shall enure to the benefit of and be binding upon the parties hereto and
their respective heirs, executors, administrators, other legal representatives,
successors and permitted assigns (as the case may be). All covenants and
agreements herein contained to be observed and performed by the Tenant shall be
joint and several if more than one person executes this Lease as Tenant.
REGISTRATION AND PLANNING ACT
65.01 Registration and Planning Act. The Tenant covenants and agrees with the
Landlord that the Tenant will not register or record this Lease against the
title to the Lands, except by way of notice or short form of lease executed by
or on behalf of the Landlord. The Tenant further covenants and agrees with the
Landlord that any such notice or short form of lease so registered or recorded
shall not disclose any financial terms of this Lease, which financial terms
include, without limiting the generality of the foregoing, rental rates, rent
free, rent deferred and rent reduced periods, work to be performed by or on
behalf of the Landlord, and any other form of tenant inducements.
INTERPRETATION
66.01 Interpretation. The use, herein, of the neuter singular pronoun to refer
to the Landlord or the Tenant is deemed a proper reference even though the
Landlord or the Tenant is an individual, a partnership. a corporation or other
entity or a group of two or more individuals, partnerships, corporations or
other entities. Any grammatical changes required to make the provisions of this
Lease apply in the plural sense where the Landlord, the Tenant or any other
party hereto, comprises more than one entity and to corporations, associations,
partnerships or individuals, males or females, shall, in all instances, be
assumed as though fully expressed in each instance. Time shall be of the essence
of this Lease. Whenever a word importing the singular or plural is used in this
Lease such word shall include the plural and singular respectively.
SEVERABLE
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67.01 Severable. The Landlord and the Tenant agree that all of the provisions of
this Lease are to be construed as covenants and agreements as though the words
importing such covenants and agreements were used in each separate paragraph
hereof. Should any provision or provisions of this Lease be illegal or not
enforceable it or they shall be considered separate and severable from this
Lease and its remaining provisions shall remain in force and be binding upon the
parties hereto as though the said provision or provisions had never been
included.
CAPTIONS
68.01 Captions. The captions appearing within the body of the Lease have been
inserted as a matter of convenience and for reference only and in no way define,
limit or enlarge the scope or meaning of this Lease or of any provision hereof.
ARBITRATION
69.01 Arbitration. If in accordance with any provision of this Lease any matter
is required or permitted to be submitted to arbitration, that matter or
disagreement will be submitted to arbitration by three (3) arbitrators. One is
to be named by the Landlord and one by the Tenant within seven (7) days of the
giving of notice by either party that the matter or disagreement is being
submitted to arbitration. The two (2) arbitrators thus chosen shall forthwith
select a third arbitrator. If the two arbitrators thus chosen fail to select a
third arbitrator within fifteen (15) days after their appointment, either party
may apply to a Judge of the Ontario Court (General Division) in the Judicial
District of Ottawa-Carleton for the purpose of having such a third arbitrator
appointed, and that Judge should appoint the third arbitrator. Each arbitrator
appointed or named hereunder must be a member in good standing of either the Law
Society of Upper Canada or the Appraisal Institute of Canada for at least five
(5) years. The award of the arbitrators shall be made not later than forty-five
(45) days after the appointment of the last of the arbitrators. The expense of
the arbitration shall be borne equally between the parties. If either party
neglects or refuses to name its arbitrator within ten (10) days after naming of
the arbitrator of the other party, or neglects or refuses to proceed with the
arbitration, the arbitrator named by the other party shall proceed and determine
the matter in dispute. Any award by the arbitrators or an arbitrator under this
paragraph is final.
LEASEHOLD IMPROVEMENT ALLOWANCE
70.01 Leasehold Improvement Allowance. In accordance with Section 26.01, the
Landlord shall complete all initial leasehold improvements required by the
Tenant at the cost of the Tenant, and in respect thereof the Landlord shall
provide an improvement allowance to the tenant in an amount equal to thirty-four
thousand one hundred seventy-two dollars ($34,172.00) ("Improvement
Allowance"). The invoiced cost of the leasehold improvements completed by the
Landlord under Section 26.01 shall be set off against the Improvement Allowance
payable by the Landlord to the Tenant and the Tenant shall become entitled to
the remainder, if any, of the Improvement Allowance upon the fulfilment of the
following conditions:
(a) the leasehold improvements to the Leased Premises required by the
Tenant have been completed in accordance with the provisions of
Section 26.01;
(b) the Term has begun, the Tenant has opened for business in the Leased
Premises and there is no default by the Tenant under this Lease; and
(c) all appropriate Construction Lien Act time periods have expired and
no lien is or may be claimed with respect to the leasehold
improvements to the Leased Premises.
The remainder of the Improvement Allowance payable to the Tenant as aforesaid
shall be credited against base rent payable for the next immediately succeeding
month or months.
If actual costs and expenses pertaining to the preparation and completion of the
leasehold improvements exceeds the Improvement Allowance, the Tenant shall be
responsible for and shall forthwith pay to the Landlord the amount of such
excess and such excess amount shall be considered as additional rent hereunder.
PARKING
71.01 Parking. During the Term and any renewal thereof, the Tenant shall lease
one parking space per 1,000 square feet of Rentable Area of the Leased Premises
for a total of one (1) space. During the first twelve months of the Term the
monthly base rent for the parking space
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payable by the Tenant to the Landlord (the "Parking Charge") shall be one
hundred thirty dollars ($130.00). Thereafter, the Parking Charge payable by the
Tenant shall be the prevailing market rent charged by the Landlord for parking
spaces in the parking garage of the Building. The Parking Charge shall be
payable by the Tenant to the Landlord on the first day of each month during the
Term and any renewal thereof.
IN WITNESS WHEREOF the parties hereto have executed this Lease.
SIGNED, SEALED AND DELIVERED ) Arnon Development Corporation Limited
in the presence of ) as manager on behalf of the owners of
) the Lands
)
)
)
) Per: /s/ [ILLEGIBLE]
) --------------------------
) (seal)
) Name: Gilad A. Vered
) -----------------------------
)
) Title: Secretary
) ----------------------------
) I have the authority to bind the
) corporation.
)
) IT Staffing Ltd.
)
)
) Per:
) --------------------------
) (seal)
) Name: Declan A. French
) -----------------------------
)
) Title: President
) ----------------------------
) I/We have the authority to bind
) the corporation.
)
) Per: /s/ [ILLEGIBLE]
) ------------------------------
)
) Name:
) -----------------------------
)
) Title:
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Schedule "1" - Legal Description
ALL AND SINGULAR that certain parcel or tract of lands and premises
situate, lying and being in the City of Ottawa, in the Regional Municipality of
Ottawa-Carleton, and being composed of Lots 56 and 57 on the south side of
Nepean Street in the City of Ottawa aforesaid, the said lots forming part of the
Original Lot Letter "D" in Concession Letter "C" fronting on the River Rideau in
the Township of Nepean said lots being laid down on a plan prepared by Thistle &
Baldwin, O.L.S. dated the 4th day of August, 1867, and registered in the
Registry Office for the City of Ottawa on the 3rd day of April 1868 being Plan
No. 2996.
Schedule "2"
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[FLOOR MAP OMITTED]
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The purpose of this schedule, is to show the approximate location of the Leased
Premises and its contents are not intended as a representation as to the precise
size or dimensions of the Leased Premises
SCHEDULE "3" - METHOD OF FLOOR MEASUREMENT
(a) The Rentable Area of a floor shall be computed by measuring to
the inside surface of the exterior glass finishes, or if no glass finish, to the
inside surface of exterior walls, excluding only telephone, janitorial, garbage,
mechanical and electrical closets serving the whole Building, elevator shafts,
flues, stacks, pipe shafts and vertical ducts with their enclosing walls, and
stairs, provided such stairs do not exclusively serve a tenant occupying space
on more than one floor. No deductions shall be made for columns and projections
necessary to the Building. Rentable Area shall, without limiting the generality
of the foregoing, include washrooms, telephone, mechanical, electrical, garbage
and janitorial closets not serving the whole Building and elevator lobbies.
(b) The Useable Area of leasable premises on a multi-tenancy floor
shall be calculated on a floor by floor basis. If the leasable premises consist
of or include area on more than one floor, the total Useable Area of such
leasable premises shall be calculated by adding together the Useable Area of
that part of the leasable premises on each floor comprising the same. The
Useable Area of leasable premises on a multi-tenancy floor shall be computed by
measuring to the finished surface of the office side of the corridor and other
permanent walls, to the centre of partitions that separate the leasable premises
being measured from adjoining leasable premises (if any), and to the inside
surface of exterior glass finishes, or if no glass finish to the inside surface
of the exterior walls. No deductions shall be made for columns and projections
necessary to the Building.
(c) The Useable Area of a multi-tenancy floor shall be equal to the
sum of all Useable Areas on such floor.
(d) The Useable Area of a single tenancy floor shall be equal to the
Rentable Area of such floor.
(e) The Rentable Area of leasable premises shall be calculated on a
floor by floor basis. If the leasable premises being measured consist of or
include area on more than one floor, the total Rentable Area of such leasable
premises shall be calculated by adding together the Rentable Area of that part
of the leasable premises on each floor comprising the same. The Rentable Area of
leasable premises on a multi-tenancy floor shall be calculated by dividing the
Useable Area of the leasable premises on a floor by the Useable Area of such
floor and multiplying the result by the Rentable Area of such floor. The
Rentable Area of ground floor leasable premises shall be calculated by
multiplying the Useable Area of the leasable premises in question by a common
area factor determined by the Landlord.
(f) The Total Rentable Area of the Building shall be equal to the
sum of the Rentable Areas of those parts of the Building designated from time to
time by the Landlord for lease as office or retail premises, whether actually
leased or not.
Notwithstanding the foregoing, the parties acknowledge and agree that:
(a) The Usable Area of the Leased Premises is 1,291.25 square feet;
(b) The Rentable Area of the Leased Premises is 1,417 square feet; and
(c) The Total Rentable Area of the Building is 94,102 square feet.
The parties further acknowledge and agree that the Total
Rentable Area of the Building may on written notice to the Tenant be adjusted
from time to time by the Landlord, acting reasonably, to reflect any structural,
functional or other change affecting the same.
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SCHEDULE "4"
RULES AND REGULATIONS
1. The Tenant shall not place or permit to be placed or left in or upon any
part of the Building outside of the Leased Premises, or in or upon any
part of the Building of which the Leased Premises form a part, any debris
or refuse.
2. The Landlord shall permit the Tenant and the Tenant's employees and all
persons lawfully requiring communication with them to have the use during
Normal Business Hours in common with others entitled thereto of the main
entrance and the stairways, corridors, elevators or other mechanical means
of access leading to the Leased Premises, save and except when repair and
maintenance undertaken by the Landlord necessitates the non-use or
restricted use of the same. At times other than during Normal Business
Hours the Tenant and the employees of the Tenant and persons lawfully
requiring communication with the Tenant shall have access to the Building
and to the Leased Premises in accordance with procedures determined by the
Landlord.
3. The Landlord shall permit the Tenant and the employees of the Tenant in
common with others entitled thereto, to use the washrooms on the floor of
the Building on which the Leased Premises are situated or, in lieu
thereof, those washrooms designated by the Landlord, save and except when
the general water supply may be turned off from the public main or at such
other times when repair and maintenance undertaken by the Landlord
necessitates the non-use or restricted use of such facilities.
4. The Tenant shall not permit any cooking or smoking in the Leased Premises.
5. The sidewalks, entries, passages, escalators, elevators and staircases
shall not be obstructed or used by the Tenant, its agents, servants,
contractors, invitees or employees for any purpose other than ingress to
and egress from the offices. The Landlord reserves entire control of all
parts of the Building employed for the common benefit of the tenants and
without restricting the generality of the foregoing, the sidewalks,
entries, corridors and passages not within the Leased Premises, washrooms,
lavatories, air-conditioning closets, fan rooms, janitor's closets,
electrical closets and other closets, stairs, escalators, elevator shafts,
flues, stacks, pipe shafts and ducts and shall have the right to place
such signs and appliances therein, as it may deem advisable, provided that
ingress to and egress from the Leased Premises is not unduly permanently
impaired thereby.
6. The Tenant, its agents, servants, contractors, invitees or employees,
shall not bring in or take out, position, construct, install or move any
safe, business machinery or other heavy machinery or equipment or anything
liable to injure or destroy any part of the Building without first
obtaining the consent in writing of the Landlord. In giving such consent,
the Landlord shall have the right in its sole discretion, to prescribe the
weight permitted and the position thereof, and the use and design of
planks, skids, or platforms, to distribute the weight thereof. All damage
done to the Building by moving or using any such heavy equipment or
machinery shall be repaired at the expense of the Tenant. The moving of
all heavy machinery or equipment or furniture shall occur only by prior
arrangement with the Landlord. Safes and other heavy office equipment and
machinery shall be moved through the halls and corridors only upon steel
bearing plates. No freight or bulky matter of any description will be
received into the Building or carried in the elevator except during hours
approved by the Landlord.
7. The Tenant shall not place or cause to be placed any additional locks upon
any doors of the Leased Premises. Two keys shall be supplied to the
Landlord for each entrance door to the Leased Premises and all locks shall
be standard to permit access to the Landlord's master key. If additional
keys are requested, they must be paid for by the Tenant. No one, other
than the Landlord's staff, will have keys to the outside entrance doors of
the Building.
8. 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
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misuse shall be borne by the Tenant by whom or by whose agents, servants,
or employees the same is caused. The Tenant shall not let the water run
unless it is in actual use.
9. The Tenant shall not deface or mark any part of the Building, or drive
nails, spikes, hooks or screws into the walls or woodwork of the Building.
10. The Tenant shall not do or permit anything to be done in the Leased
Premises, or bring or keep anything therein which will in any way increase
the risk of fire or the rate of fire insurance on the said Building or on
property kept therein, or obstruct or interfere with the rights of other
tenants or in any way injure or annoy them or the Landlord, or violate or
act at variance with the laws relating to fires or with the regulations of
the Fire Department, or with any insurance upon said Building or any part
thereof, or violate or act in conflict with any of the rules and
ordinances of the Board of Health or with any statute or municipal by-law.
11. No one shall use the Leased Premises for sleeping apartments or
residential purposes, or for the storage of personal effects or articles
other than those required for business purposes.
12. The Tenant shall permit window cleaners to clean the windows of the Leased
Premises during Normal Business Hours.
13. Canvassing, soliciting and peddling in or about the Building and in the
parking area are prohibited.
14. The Tenant shall not receive or ship articles of any kind except through
facilities, and designated doors and at hours designated by the Landlord
and under the supervision and in compliance with the procedures of the
Landlord.
15. 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.
16. No inflammable oils or other inflammable, dangerous or explosive materials
save those approved in writing by the Landlord's insurers shall be kept or
permitted to be kept in the Leased Premises.
17. No bicycles or other vehicles shall be brought within the Building without
the consent of the Landlord.
18. No animals or birds shall be brought into the Building without the consent
of the Landlord.
19. The Tenant shall not install or permit the installation or use of any
machine dispensing goods for sale in the Leased Premises or the Building
or permit the delivery of any food or beverage to the Leased Premises
without the approval of the Landlord or in contravention of any
regulations fixed or to be fixed by the Landlord. Only persons authorized
by the Landlord shall be permitted to deliver or to use the elevators in
the Building for the purpose of delivering food or beverages to the Leased
Premises.
20. If the Tenant desires telegraphic or telephonic connections, the Landlord
will direct the electricians as to where and how the wires are to be
introduced, and without such directions no boring or cutting for wires
will be permitted. No gas pipes, water pipes or electric wire will be
permitted which has not been ordered or authorized by the Landlord. No
outside radio or television aerials shall be allowed on the Leased
Premises, the Building or the Lands without prior authorization in writing
by the Landlord.
21. The Tenant shall not cover or obstruct any of the skylights and windows
that reflect or admit light into any part of the Building except for the
proper use of approved blinds and drapes.
22. Any hand trucks, carryalls, or similar appliances used in the Building
with the consent of the Landlord, shall be equipped with rubber tires and
slide guards and such other safeguards as the Landlord shall require.
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23. The Tenant shall not permit undue accumulations of garbage, trash, rubbish
or other refuse within or without the Leased Premises or cause or permit
objectionable odours to emanate or be dispelled from the Leased Premises.
24. The Tenant shall not place or maintain any supplies or other articles in
any of the common areas, including without limitation, any vestibule or
entry to the Leased Premises, on the footwalks adjacent thereto or
elsewhere to the exterior of the Leased Premises or the Building.
25. The Landlord shall have the right to amend the rules and regulations and
to make other and further reasonable rules and regulations, and the same
shall be kept and observed by the Tenant, its employees, invitees and
licensees.
SCHEDULE "5"
BUILDING SERVICE & CLEANING
1. EXTERIOR GENERAL
1. Nightly, keep polished and thoroughly clean at all times all
ornamental metal work, metal entrance doors and push bars of the
building.
2. Keep the main and service entrances clear of debris, such as paper,
cartons, refuse cans, etc.
3. Remove slush and sand accumulations around entrances as conditions
demand.
4. Sweep loading platforms nightly and keep clear of debris at all
times.
5. Clean windows, inside and out, including sash, frames and sills
twice yearly.
2. INTERIOR GENERAL
1. If the Landlord determines that uniformed staff should be on duty
then the same shall be maintained on duty during the working hours
of the occupants to perform the specified work in entrances,
lobbies, public areas and servicing of washrooms, all as the
Landlord may determine.
2. Freight Receiving Room
1. Sweep nightly using a dust control method.
2. Wash nightly if required for cleanliness.
3. Dust doors and wash free from markings, once per week.
4. Garbage rooms and waste paper rooms to be cleaned daily.
3. CLEANING
1. Dust high ledges, tops of partitions, pipes and other high areas
where dust collects every three months.
2. Clean notice boards, interior of fire hose cabinets and display show
cases once per month, keep glass clean as required.
3. Dust and clean frames, etc., around cabinets and notice boards
weekly. Keep bright metal finishes polished on a daily basis.
4. Clean ceiling and wall air diffusers and metal work every six (6)
months.
5. Dust all other air grills monthly and wash every six (6) months.
6. Remove finger and other marks from door-kick and hand-plates daily.
Clean and polish as required.
7. Dust door grills once per month and wash with mild soap solution
every three months.
8. Thoroughly wash, clean and disinfect water fountains nightly. Odour
of disinfectant shall not be objectionable.
9. Clean wood and metal door frames throughout the Building of finger
and scuff-marks as required.
4. MAIN ENTRANCE AND MAIN LOBBIES
1. Sweep, wash and spray buff floors nightly using a dust control
method.
2. Remove foot grills and clean recess pans as Landlord may determine.
3. Remove mats and clean on both sides nightly.
4. Keep main entrances, main lobbies and corridors free of debris and
sweep as required.
5. Keep glass in doors and adjacent glass clean on both sides as
required.
5. STAIRS AND LANDINGS
1. Sweep stairs and landings, using a dust control method, and wash
daily.
2. Dust hand railings daily; balusters, posts and stringers weekly.
6. ELEVATORS
1. Sweep and wash floors nightly, vacuum carpet nightly.
2. Polish hand rails nightly.
3. Dust doors, frames and mirrors and remove finger marks nightly.
4. Dust and wash ceilings, light fixtures and diffusers weekly.
5. Clean stainless steel, if any, nightly.
7. WASHROOMS
1. Floors: Sweep, using a dust control method, and wash nightly. Bases
and corners must be left clean. Strip and refinish as required.
2. Clean and disinfect toilet seats, bowls, urinals, wash basin and
body contact points on water taps, dispenser, receptacles, door
plates, and flushing handles daily.
3. Dust and clean flush tank, dispenser, receptacles, mirrors, shelves,
and all exposed piping daily. Also traps and brackets, etc., under
basins, as required.
4. Empty, wash and disinfect sani-cans and replace sani-bags daily.
5. Dust and clean partitions weekly.
6. Wash walls as required.
7. Remove waste paper on a daily basis.
8 Descale toilet bowls and urinals weekly.
9. Wash and disinfect refuse receptacles weekly.
10. Replenish soap dispensers, toilet paper and towel dispensers
nightly.
11. Change linen towels if any in cabinets as required.
8. RUGS. CARPETS AND DRAPES
1. Vacuum rugs and carpets nightly.
2. Remove spots and stains as required.
9. BROADLOOM (Wall to Wall)
1. Vacuum nightly.
2. Remove spots and stains as required.
3. Shampoo and steam clean yearly.
10. FLOOR - OFFICE AREAS
1. Sweep nightly, using a dust control method and wash nightly. Spray
buff operation once per week.
2. Scrub well, removing wax, every twelve (12) months. Remove wax
accumulation under furniture and radiators. Rinse with clean water.
Apply two coats of wax and buff each coat.
11. FLOORS - CORRIDORS. RESILIENT COVERING
1. Sweep and wash nightly, using a dust control method.
2. Spray buff operation nightly.
3. Strip and wash once yearly.
12. FLOORS - TERRAZZO. MARBLE OR CERAMIC TILE
1. Sweep and wash nightly, using a dust control method.
2. Spray buff operation nightly.
3. Strip and wash once yearly.
13. BASEMENT AND STORAGE AREAS
Sweep and wash storage areas and other concrete areas in the
building as determined by the Landlord.
14. WALLS AND PARTITIONS
1. Spot clean interior walls and partitions weekly.
2. Dust baseboards weekly. Keep free of mop streaks, floor wax, and
splash marks at all times.
3. Dust and clean ceramic tile walls monthly.
4. Dust marble walls, pillars and frames weekly. Wash every three (3)
months.
15. COUNTERS
Dust or wash counter tops and facings as required;
16. INTERIOR GLASS
1. Clean glazed doors of fingermarks daily. Wash as required.
2. Wash interior glass partitions and door transom glass every six (6)
months.
3. Clean and wash glass partitions, dividers or walls in the Tenant's
reception area, of finger marks daily.
17. LIGHT FIXTURES
Remove accumulated debris and insects as required.
18. FURNITURE AND FIXTURES
1. Dust horizontal surfaces of cleared office furniture, including
cabinets, weekly, using a dust control method.
2. Dust exposed vertical surfaces of furniture weekly.
3. Dust boardroom and executive office furniture on both vertical and
horizontal surfaces daily.
4. Dust empty shelving weekly.
5. Dust bookcases weekly. Do not remove books. Clean glass doors on
both sides once per month.
6. Vacuum upholstered furniture once per month. Dust leather and fabric
upholstered furniture daily and damp wipe once per month.
7. Do not stack chairs, waste paper receptacles, etc. on desks or
tables during cleaning operations.
19. WASTE PAPER BASKETS
Empty and damp wipe nightly. Wash and disinfect inside and out
weekly.
20. INTERPRETATION
For the purposes of this Schedule "5" the words "as required" shall
be deemed to mean "as required determined by the Landlord acting reasonably" and
the words "Nightly" and "Daily' shall be deemed to mean "five (5) times per
week".
21. CLEANING OPERATIONS
All cleaning operations contemplated by this Schedule "5" shall be done during
those hours designated from time to time by the Landlord for the performance