EXHIBIT 4.6
LEASE AGREEMENT MADE THIS 10TH DAY OF MAY 2006
BETWEEN: ROANNE HOLDINGS LIMITED
(hereinafter called the "Landlord")
OF THE FIRST PART;
AND: IBB INTERNATIONAL CANADA LTD.
(hereinafter called the "Tenant")
OF THE SECOND PART.
ARTICLE 1 - DEFINITIONS
In this Lease, the parties agree that the following words or terms have the
meaning set forth below.
1.1 THE COMMERCIAL TENANCIES ACT, R.S.O. 1990, C.L.7 including any amendments
or any statute which replaces or supersedes that Act.
1.2 "ADDITIONAL RENT" means any and all money that the Tenant is required to
pay to the Landlord under this Lease except for Base Rent, even if such money is
not specifically described as Additional Rent in this Lease. Additional Rent is
payable in full by the Tenant without deduction or set-off of any kind.
Additional Rent is immediately payable on demand by the Tenant to the Landlord.
Additional Rent may be estimated by the Landlord from time to time. If the
Landlord estimates Additional Rent, the Tenant shall pay Additional Rent to the
Landlord in consecutive monthly installments in advance with annual adjustments.
Additional Rent accrues on a day to day basis. If a final calculation of
Additional Rent is not made until after this Lease expires, the Tenant shall pay
such Additional Rent to the Landlord on demand because the Tenant's obligation
to pay Additional Rent shall survive the expiration of this Lease.
1.3 "ALTERATIONS" means any and all alterations, adjustments, changes,
repairs, renewals, restorations, re-arrangements, remodeling, rehabilitating,
retrofitting, relocations, subtractions, reductions, substitutions, deletions,
additions, expansions, reconstructions, removals, replacements, modifications,
improvements, betterments, installations or decorations.
1.4 "ARCHITECTS" means the Landlord's Architect whose decision shall be final
in terms of any certificates that the Architect may issue.
1.5 "BASE RENT" means the annual rent payable by the Tenant to the Landlord as
set forth in Article 4 of this Lease which is payable in full without deduction
or set-off of any kind.
1.6 "BUILDING" means the building located at, 1 VALLEYBROOK DRIVE, TORONTO,
ONTARIO and the lands on which it is situated.
1.7 "CLAIMS" means claims, losses, actions, suit, proceedings, causes of
action, demands, damages of any kind, fines, duties, interest, penalties,
judgements, executions, liabilities, responsibilities, costs, charges, payments
and expenses including professional, consultant, and legal fees on a solicitor
and his or her own client basis.
1.8 "COMMON AREAS" or "Common Facilities" mean all lands, buildings, areas,
facilities, utilities, improvements, systems, signs, equipment and installations
in, upon, or forming part of which serve the building from time to time which
are not leased to Tenants and are for the common benefit of all Tenants in the
Building. Without limiting the generality of what a Common Area or Common
Facility is, Common Areas or Common Facilities include all parking areas (unless
they have been separately reserved by the Landlord for the use of one or more
Tenants), entrances and exits to the Building, delivery passages, doors, loading
docks, communal garbage areas, communal walkways, all lobbies, all roofs
including coverings and membranes, all walls including weather walls, exterior
and structural components, structural subfloors, structural ceilings, bearing
walls and retaining walls, foundations and footings, public service areas,
stairways, ramps, public washrooms, utility equipment and service rooms which
includes electrical, telephone, computer, meter, mechanical, storage, fan, fire
prevention and detection, security, satellite, recycling and disposal rooms,
signs, lighting, electrical, plumbing, drainage,
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sprinkler, mechanical and HVAC systems, as well as the structures housing them.
1.9 "FIXTURING PERIOD" means from the N/A day of N/A, 200_ to the N/A day of
N/A, 200_ during which time the Landlord's work and the Tenant's work as
described in Schedule "A" shall be completed. The Tenant must have insurance
coverage upon occupancy.
1.10 "GST" means any tax, rate, duty, levy, fee, charge, or assessment, whether
existing at the commencement of the Lease term or not, that is imposed by any
taxing authority with respect to Rent or Additional Rent payable by the Tenant
to the Landlord under this Lease or for the rental space or the provision or
supply of any goods or services or utilities to the Tenant by the Landlord under
this Lease, regardless or whether such tax, rate, duty, levy, fee, charge, or
assessment is called or characterized as a sales, use, consumption, value-added,
business transfer, or goods and services tax (collective "GST").
1.11 "HAZARDOUS SUBSTANCE" means any substance which if released into the
Building or any part thereof or into the natural environment will cause or is
likely to cause material harm to the building, the Premises, the natural
environment, or human health and includes any substance declared to be hazardous
or toxic under any laws now or hereafter enacted by any authority entitled to
set such laws.
1.12 "INDEMNITOR" is the third party and means the person who has executed the
Indemnity Agreement at Schedule "B". If there is no indemnitor, all references
to the Indemnitor in this Lease shall be of no force and effect.
1.13 "INJURY" means bodily injury, personal discomfort, anguish, shock,
sickness, disease, death, false arrest or detention, malicious prosecution,
libel, slander, defamation of character, invasion of privacy, wrongful entry or
eviction, or unlawful discrimination.
1.14 "JURISDICTION" means the Province of Ontario
1.15 "LAND SURVEYOR" means the Landlord's Land Surveyor whose decision shall be
final in all matters pertaining to Land Surveying.
1.16 "LANDLORD" is the first party and its authorized agents and
representatives. In any section of this Lease which contains a release or other
exculpatory language, the term Landlord includes officers, directors, servants,
employees, and agents of the Landlord.
1.17 "LAWS" means all laws, regulations, orders, by-laws, rules, declarations,
requirements, and directions of all governmental authorities and
quasi-governmental authorities.
1.18 "LEASE" means this Lease, all written modifications, and all written
schedules, appendices, riders, or other documents attached to this Lease.
1.19 "LEASEHOLD IMPROVEMENTS" means leasehold improvements in, on, to, for, or
which serve the Premises as determined by common law and includes all
alterations and equipment constructed or installed by, for, or on behalf of the
Tenant (or a previous occupant of the Premises) in, on, to, for, or which serve
the Premises, regardless of whether or not they are easily disconnected or
movable. Leasehold Improvements include, but are not much limited to (a)
partitions, railings, doors, safes, vaults, or hardware (b) mechanical,
plumbing, electrical, sprinkler, fire detection or prevention, safety, utility,
computer, communication, telecommunication, satellite, heating, humidity,
ventilating, and air conditioning systems, facilities, installations, fixtures,
devices, controls, pipes, wires, conduits, tanks, machinery, fittings, and
equipment (c) carpeting, drapes, and other floor, wall, ceiling, and window
coverings and associated hardware (d) light fixtures (e) store fronts (f)
security devices (g) counters, cabinets, and other built-in furnishings (h)
internal stairways or other transportation equipment and systems (i) ceilings
and ceiling panels (j) heaters, furnaces, air conditioners, and all associated
controls, fittings, and equipment (k) coolers, freezers, lockers, refrigerators,
stoves, washing machines, dishwashers, dryers,
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appliances, kitchen equipment, and ovens (l) signs, exterior sign boxes, and
associated hardware (m) satellite receivers, antennae and base mounts (n) all
other items that cannot be removed without damage to the Premises.
1.20 "MANAGEMENT FEE" means a fee for the management/maintenance services
provided by the Landlord, calculated as approximately five (5%) percent of gross
revenues from building operations and rental revenue
1.21 "MORTGAGEE" means any mortgagee, chargee, or encumbrancer of the building.
1.22 "OPERATING COSTS" means the total of all expenses, costs, fees, rentals,
disbursements, and outlays of any kind whatsoever (regardless of whether or not
such outlays were known or contemplated at the start of the Lease term) directly
or indirectly incurred (including but not limited to accounting, and other
professional of consultants fees), accrued, paid, payable, or attributable,
whether by or on behalf of the Landlord in each Rental Year of owning (excluding
debt financing and acquisition costs), operating, maintaining, servicing,
repairing (including major repairs and the establishment of a reserve fund in
the Landlord's sole discretion to pay for major repairs), restoring renewing,
renovating, improving, rebuilding, replacing, expanding, extending,
rehabilitating, remediating, improving, correcting, altering, equipping,
insuring(including the payment of deductibles), cleaning, lighting, securing,
policing, landscaping, gardening, snow and ice removing, paving, painting,
equipment renting, leasing, advertising, supervising, managing and/or
administering the Building or any part thereof including Common Areas or Common
Facilities calculated as if the Building was fully occupied and fully
operational for the whole of such Rental Year. Operating Costs also means the
total of all expenses, costs, fees, rentals, disbursements and outlays of any
kind whatsoever directly or indirectly incurred, accrued, paid, payable, or
attributable, whether by or on behalf of the Landlord in each Rental Year to
discharge the Landlord's obligations or exercise any of its rights or remedies
under this Lease or under other leases in the Building. The roof replacement
would be amortized over a fifteen (15) year period, but not the HVAC unit.
1.23 "PARKING" means the number of parking spaces allotted to the Tenant in
relation to the Tenant's rentable area of the building.
1.24 "PERSON" means any individual, partnership, firm, company, corporation,
incorporated or unincorporated association, co-tenancy, joint venture, estate,
trust, governmental or quasi-governmental body or agency, board, commission, or
any other form of entity regardless of how it is designated or constituted.
1.25 "PPSA" means the PERSONAL PROPERTY SECURITY ACT, R.S.O., 1990, c. P.10,
including any amendments or any statute which replaces or supersedes the PPSA.
1.26 "PREMISES" means the premises described in Article 3 of this Lease which
are leased by the Landlord to the Tenant.
1.27 "PRIME RATE" means the prime rate of interest per annum charged by the
Royal Bank of Canada or such other bank as the Landlord may designate on loans
made in Canadian Funds to its customers in Canada, as such rate is adjusted from
time to time.
1.28 "PROPORTIONATE SHARE" means a fraction which has as its numerator the
Rentable Area of the Premises and has as its denominator the Rentable Area of
the Building. In this Lease, the Tenant's proportionate share is 3%. If the
Rentable Area of the Building changes, the Tenant's proportionate share shall be
adjusted accordingly.
1.29 "RENTABLE AREA OF THE BUILDING" means the area expressed in square feet
(or square meters if the Landlord prefers to effect measurements in square
meters) as certified by the Landlord's Architect or Land Surveyor measured on
each floor from the exterior face of exterior walls, doors, and includes all
interior space, whether or not occupied by any projections, structures, stairs,
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elevators, shafts, or other floor openings or columns (whether structural or
non-structural). The Rentable Area of the Building may be adjusted from time to
time to take into account any alterations to the Building or any change in the
leasing pattern in the Building.
1.30 "RENTABLE AREA OF THE PREMISES" means the area expressed in square feet
(or square meters if the Landlord prefers to effect measurements in square
meters) as certified by the Landlord's Architect or Land Surveyor measured from
(a) the exterior face of exterior walls, doors and windows (b) the exterior face
of all interior walls, doors, and windows separating the Premises from Common
Facilities (c) the centre line of all interior walls separating the Premises
from adjoining premises and (d) the exterior edge of any mezzanine floor that is
not bounded by a wall. Rentable Area of the Premises includes all interior
space, whether or not occupied by any projections, structures, stairs,
elevators, shafts, or other floor openings or columns (whether structural or
non-structural).
The Rentable Area of the Premises, which will include a proportionate share of
the common areas and facilities of the Building, shall be established by a
certificate from the Landlord's measurement expert in accordance with the
current BOMA method of measurement
1.31 "RENTAL YEAR" means a period of time starting on the first day of the
Term. In the last Rental Year of the Term (even if it is less than 12 months),
the Lease shall terminate on the expiration or earlier termination of this
Lease. At the Landlord's sole discretion, the Rental Year may be changed once
the Landlord gives the Tenant written notice of such change. If the Rental Year
is changed, appropriate adjustments shall be made between the Landlord and
Tenant.
1.32 "REPRESENTATIONS" means covenants, promises, assurances, agreements,
representations, conditions, warranties, statements and understandings.
1.33 "SIGNS" means any sign, decal, design, picture, advertisement, notice,
lettering, numeral, graphic, logo, pennant, projected image, banner, pendant,
decoration, shade, awning, marguis, or canopy.
1.34 "STORAGE AREAS" means those area designated by the Landlord, in its sole
discretion, from time to time as Storage Area.
1.35 "TAXES" means all real property taxes, surtaxes, service taxes, duties,
assessments, excises, fees, rates, (including without limitation local
improvement, water, snow, and sewer rates), business education taxes, Business
taxes, business improvement area taxes, impost charges and levies, whether
general, extraordinary, special, or ordinary, foreseen or unforeseen
(collectively "real property taxes") that are imposed against the Landlord and
are attributable to or levied, imposed, rated, charged or assessed (collectively
"imposed") against the Building or any part thereof from time to time (including
but limited to Common Areas or Common Facilities) by any taxing authority
calculated as if the Building was fully occupied, or imposed against the
Landlord instead of, or in addition to, any such real property taxes (even it
such taxes were not in existence at the start of the Term of this Lease). Taxes
means any real property taxes imposed against the Landlord on account of its
ownership of interest in the building. Taxes further means any large
corporations tax, or any other tax that is imposed on the Landlord by any taxing
authority. Taxes also means all costs and expenses incurred by the Landlord to
the extent that such costs and expenses (including but limited to appraisal,
accounting, experts, legal (on a solicitor and his or her own client basis),
engineering, and consultants' charges) are incurred in an attempt to minimize or
reduce taxes.
1.36 "TENANT" means the second party to this Lease. Tenant includes the
directors, officers, servants, employees, contractors, agents, invitees,
licensees, and all other persons over whom the Tenant may reasonably be expected
to exercise control or who in law the Tenant is responsible for.
1.37 "TERM" means the period described in Article 3 of this Lease.
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1.38 "TRADE FIXTURES" means trade fixtures at common law and includes the
personal chattels of the Tenant installed during the fixturing period which
serve the sole purpose of allowing the Tenant to carry on its business. Trade
Fixtures do not include Leasehold Improvements or any inventory of the Tenant.
ARTICLE 2 - INTENT AND INTERPRETATION
2.1 The Tenant agrees that it is intended that this Lease is a completely
carefree absolutely net lease to the Landlord. Except as may expressly be set
out in this Lease, the Landlord is not responsible during the Term for any
costs, charges, impositions, expenses, and/or outlays (collectively "outlays")
of any kind whatsoever (excluding structural repairs) arising from or relating
in any way to the Premises. The Tenant will forthwith pay all outlays of every
nature and kind, relating in any way to the Premises or the use and occupancy
thereof (including but not limited to the Tenant's Proportionate Share of all
outlays including Operating Expenses
2.2 Words, phrases, or expressions used in the singular format shall have a
corresponding meaning when used in the plural, and visa versa.
2.3 If any item of this Lease is held to be invalid, unenforceable, or
illegal, such term shall be deemed to be severed on consent from this Lease. The
remainder of this Lease shall not be affected, impaired, or invalidated.
2.4 This Lease sets forth the entire agreement between the Landlord and
Tenant. There are no Representations, either oral or written, that are not in
this Lease.
2.5 This Lease may not be changed or terminated orally. All alterations,
changes and amendments must be in writing signed by an authorized signing
officer of the Landlord and Tenant.
2.6 The Tenant agrees that it will immediately sign any future amendments to
this Lease required by the Landlord to ensure compliance with any authorities or
to maintain this Lease as a completely carefree absolutely net lease to the
Landlord.
2.7 This Lease shall be governed by and construed in accordance with the laws
of the Jurisdiction.
2.8 Time is of the essence of this Lease.
ARTICLE 3 - PREMISES AND TERM
3.1 In consideration of the rents and Representations of the Tenant contained
in this Lease, the Landlord leases to the Tenant the following Premises: I
VALLEYBROOK DRIVE, SUITE 100, TORONTO M3B 2S7
3.2 The Premises contain an area of approximately 2282 square feet. ----
3.3 Common Area or Common Facilities within the space enclosed by the
boundaries of the Premises do not form part of the Premises.
3.4 The boundaries of the Premises extend to the limits from which the
Rentable Area of the Premises is measured and from the top surface of the
structural subfloor to the bottom surface of the structural ceiling.
3.5 Subject to the terms of this Lease, the Tenant shall, in connection with
its business, have the non-exclusive and non-transferable right to use the
Common Areas and Common Facilities for their proper and intended purposes. The
Landlord shall have the sole right to alter or designate the use of Common Areas
and Common Facilities from time to time, whether on a temporary or permanent
basis, for such uses as the Landlord, acting reasonably, deems appropriate
including, but not limited to kiosks, displays, entertainment, leasing
promotions, and special features or functions.
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3.6 Unless earlier terminated pursuant to this Lease, the Landlord, commencing
on the 1ST day of JULY, 2006 (the "Commencement Date"), leases to the Tenant the
Premises for a period of FIVE (5) YEARS until the 30TH day of JUNE, 2011 (the
"Expiration Date").
3.7 The Tenant shall not occupy the Premises prior to the Commencement Date
without completing this Lease Agreement.
3.8 Provided (i) the Lease has been executed by the Tenant and delivered to
the Landlord; and (ii) the Tenant has delivered to the Landlord in insurance
certificate(s) evidencing compliance with the insurance provisions of the Lease,
the Tenant shall be granted possession of the Premises ("Early Occupancy Date")
until the date preceding the Commencement Date in order to complete Tenant's
Work and commence carrying on business in the Premises ("Early Occupancy
Period"). During the Early Occupancy Period, the Tenant shall not be obligated
to pay Basic Rent, but shall be liable for all other costs and obligations
including costs of any additional services in accordance with the Lease, and the
Tenant shall be subject to all other terms and conditions of the Lease insofar
as they are applicable, including, obligation to maintain insurance, pay
Operating costs and Realty Taxes.
The Tenant will pay the Landlord $82.83 per day for each day that it occupies
the premises prior to July 1, 2006 (Early Occupancy) to cover Operating costs
and Realty Taxes (Additional Rent).
3.9 If, for any reason, the Landlord is not able to give possession of the
Premises to the Tenant on or before the Commencement Date, the Tenant shall take
possession of the Premises within 5 days after the Landlord delivers possession
of the Premises to the Tenant. The Landlord shall not be liable to the Tenant
for any claims resulting from delay in delivering possession of the Premises to
the Tenant. Unless the Landlord's inability to give possession of the Premises
to the Tenant is caused by or attributable to the Tenant (or its employees,
servants, agents, or independent contractors), no rent shall be payable by the
Tenant for the period before the Landlord is able to deliver possession of the
Premises to the Tenant. The Commencement Date shall not change nor shall the
expiration date of this Lease. If the Landlord is of the opinion that it is
unable to deliver possession of the Premises to the Tenant by the expiration of
6 months from the Commencement Date, the Landlord shall have the right to
terminate this Lease upon written notice to the Tenant whereupon neither party
shall have any liability to the other. The Landlord shall return any money it
has received from the Tenant.
3.10 By taking possession of the Premises, and subject to review by the Tenant
and providing a deficiency list within 7 days subject to latent defects which
are not readily apparent the Tenant acknowledges and agrees that the Premises
are in good and satisfactory physical and environmental condition and that all
of the Landlord's Representations respecting the condition of the Premises (or
completion of the Landlord's work) have been satisfied.
3.11 During the Fixturing Period, the Tenant at its sole expense shall (unless
otherwise agreed to in writing) complete in a good and workmanlike manner using
first quality new material and equipment the Tenant's work listed in Schedule
hereto. The Tenant shall reimburse the Landlord for all costs and expenses
incurred by the Landlord in connection with the review and inspection of the
Tenant's work plus an administrative fee. If the Tenant does not complete, in a
good and workmanlike manner using first quality new material and equipment, the
Tenant's work listed in Schedule hereto, the Landlord may terminate this Lease
on 10 days written notice to the Tenant whereupon the Tenant shall, upon such
termination date, vacate the Premises and forthwith pay to the Landlord as
Additional Rent all costs and expenses incurred by the Landlord in performing
any work with respect to the Premises.
3.12 The Tenant will have the use of SEVEN (7) undesignated parking Spaces in
the surface parking area free of charge. The number of parking spaces is
allotted in relation to the total rentable area of the building the tenant
occupies. The ratio is three parking spaces per 1000 square feet of rented area.
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3.13 The Tenant shall have access to the Premises twenty-four (24) hours a day
each and every day of the year throughout the Term, except for unforeseen
Building emergencies.
ARTICLE 4 - RENT
4.1 Base Rent is to be paid on a monthly basis without any abatement or
reduction for any reason whatsoever, as outlined below:
TERM PER SQ.FT. PER ANNUM MONTHLY
July 1/06 - June 30/07 $10.00 $22,820.00 $1,901.66
July 1/07 - June 30/11 $ 8.50 $19,397.00 $1,616.41
NET/NET plus GST on the first day of each and every month in each year of the
Term of this Lease and any renewal thereof.
4.2 Additional Rent is estimated to be $13.25 per square foot per annum for
year 2006.
4.3 The Tenant shall pay to the Landlord from the Commencement Date advance
Base and Additional Rent plus GST payments on the first of each month.
4.4 Upon signing of the Lease, the Tenant shall deliver to the Landlord the
equivalent of Three (3) Months Gross Rent (based on Basic Rent of $10.00) plus
GST for a total of $13,573.60 as a deposit made payable to CB Richard Ellis
Limited "in trust" and to be used as follows:
- - First Months Gross Rent + GST = $ 4,730.86
- - Security Deposit (as defined in 4.6) (excl GST) = $ 4,421.37
- - Additional one (1) months gross rent which will be
Forfeited if Lease is terminated under Right of
Termination clause which amounts to (excl GST) = $ 4,421.37
----------
$13,573.60
----------
In the event the Termination clause is waived by the Tenant the Landlord will
refund the Additional one months rent deposit of $4,421.37 to the Tenant at that
time.
4.5 The Tenant shall have the right to Terminate the Lease ONCE ONLY And only
if the Tenant gives three (3) months notice to terminate effective on June 30,
2007 and pays rent until September 30, 2007.
Should the Tenant Terminate under this clause the Tenant will pay in addition,
as a penalty, one month's Gross rent ($4,421.37 + GST) upon exercising its right
to Terminate.
Should the Tenant not take up its right to Terminate then the Landlord will
allow the Tenant the month of October 2007 Gross Rent free if the Tenant does
not Terminate the Lease on September 30, 2007.
4.6 It is understood and agreed that the Security Deposit which is included in
the Tenant's first deposit herein is to be held by the Landlord during the Term
of the Lease without any liability whatsoever on the part of the Landlord for
the payment of interest thereon. If at any time during the Term any of the rent
herein reserved or any other sums payable by the Tenant to the Landlord under
the Lease shall be overdue and unpaid. Then the Landlord may at its option apply
any portion of such deposit to the payment of any such overdue rent or other
sum. In the event of default by the Tenant in the performance of any of the
terms of this Lease to be performed by the Tenant, the Landlord may at its
option, apply the whole or any part of the deposit to compensate the Landlord
for all loss or damage sustained due to such breach, but such application shall
not be deemed to be in substitution for any claims that the Landlord may have
under the Lease or in law. If the whole or any portion of such deposit is
applied by the Landlord for the payment of overdue rent of otherwise, the Tenant
shall upon written demand forthwith remit to the Landlord a sufficient amount in
cash or by certified cheque to restore the said security deposit to the original
sum deposited and the failure to do so within five (5) days after receipt of
such demand shall constitute a breach of this Lease. Should the Tenant comply
with all the terms, covenants and conditions herein contained and promptly pay
all rent and additional rent herein provided as they fall due, the said deposit
shall be returned in full to the Tenant within thirty (30) days after the
expiration of this Lease.
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4.6 All payments required to be made by the Tenant under and in respect of
this Lease shall be made to the Landlord at 1 Valleybrook Drive, Suite 102,
Toronto, Ontario M3B 2S7 or to such agent or agents of the Landlord or at such
other places as the Landlord shall from time to time direct in writing to the
Tenant.
4.7 The Tenant shall have an option to renew this Lease for a further term of
FIVE (5) years if the Tenant has continuously adhered to all terms and
conditions of this Lease and is not in default thereunder and if the Tenant has
delivered a written request for such renewal to the Landlord not less than three
(3) months before the Expiration Date. Such renewal term shall be based upon the
terms and conditions of the Landlord's then current standard form of lease, save
only for Base Rent which shall be renegotiated between the parties at a rate
equivalent to fair market rent and provided that the Tenant shall have no
further right of renewal. If the Tenant fails to exercise the option to renew
this Lease within the time and in the manner as aforesaid, this option shall be
null and void. The Termination Right will not apply to the Extension Term.
4.8 If the Landlord and Tenant do not agree in writing as to the amount of the
Base Rent for the Renewal Term within 90 days prior to the Expiration Date, then
both parties shall, by written notice to the other name an arbitrator, and the
two arbitrators so named shall determine the Base Rent for the Renewal Term, and
their decision or award shall be made prior to the Expiration Date and such
award, or the award of a majority of the arbitrators, shall be binding upon the
parties. The expense of the arbitration shall be borne equally between the
parties. If either party shall neglect of refuse to name its arbitrator or to
proceed with the arbitration, the arbitrator named by the other party shall
proceed to fix the Base Rent to be paid for the Renewal Term and his or her
award shall be final and binding.
4.9 If the Tenant fails to pay any amount in respect of Base Rent or
Additional Rent when due, such unpaid amount shall bear interest from the due
date thereof to the date of payment at the rate of five (5%) percent above the
Prime Rate at the time of such default.
ARTICLE 5 - TAXES
5.1 The Landlord shall, in first instance, pay all Taxes which are imposed
against the Building, subject to the Landlord's right to contest or appeal any
tax which is imposed upon.
5.2 The Tenant shall pay the Landlord as Additional Rent its Proportionate
Share of any and all Taxes that are imposed from time to time against the
Building including, without limitation, the Common Areas and Common Facilities
regardless of whether or not separate tax bills are issued by any lawful taxing
authority.
5.3 The Landlord will at commencement of this Lease and thereafter at
Commencement of each tax year, estimate said taxes for the next ensuing year.
5.4 If the Rental Year is less than 365 days, the Tenant's obligation to pay
Taxes as Additional Rent shall be pro-rated accordingly.
5.5 The Tenant agrees to pay NINE (9) MONTHLY INSTALLMENTS from January to
September in accordance with such estimates at the times at which Additional
Rent is payable hereunder. When the final Tax bills in any year have been
received the Landlord will adjust such Taxes in accordance with such final Tax
bill and period occupied by Tenant.
5.6 In addition to the Taxes payable by the Tenant in the preceding paragraph,
the Tenant shall also forthwith pay when due all Taxes that are levied or
assessed against the Tenant directly in respect of, but not limited to,
Leasehold Improvements, equipment, trade fixtures, personal property, in or
about the Premises.
5.7 The Tenant shall also pay at the same time as Base Rent or Additional Rent
is payable to the Landlord any GST that is lawfully payable by the Tenant to the
Landlord with respect to Base Rent or
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Additional Rent or the provision or supply of any goods, services, or utilities
whatsoever by the Landlord to the Tenant under this Lease.
5.8 The amounts payable by the Tenant under this Article shall be deemed not
to be consideration for the supply of space under this Lease, but shall be
considered to be Additional Rent for the purposes of determining the Landlord's
rights and remedies for non-payment and recovery of any such amounts.
ARTICLE 6 - BUILDING, COMMON AREAS, AND COMMON FACILITIES-CONTROL AND PAYMENT
6.1 The Tenant agrees that the Building is at all times subject to the
exclusive control, maintenance, management, and operation (collectively
"operation") of the Landlord. The Landlord has the right by its control of the
operation of the Building and by the establishment of Rules and Regulations and
general policies to, without limitation, construct, maintain, operate, and
change lighting facilities, heating, ventilation, air conditioning, and energy
conservation systems, provide supervision, security, and policing for the
Building, close all or a portion of the Building for the purpose of repair,
maintenance, construction, or prevention of misuse, exclude persons from the
Building, grant and terminate easements, convert portions of the Building from
Common Areas or Common Facilities to rentable premises, employ persons to manage
the Building, use the Common Areas or Common Facilities from time to time for
marketing or merchandising, designate reasonable times and locations for
deliveries, designate reasonable parking spaces, prohibit the use of parking in
any area on a temporary basis if required for maintenance, control the shipping
and receiving of goods, designate the types of permissible refuse containers,
make alterations to the Building, construct additional buildings or structures
or systems, and do such other acts as the Landlord solely determines to be
advisable for the more efficient and proper operation of the Building. The
Tenant acknowledges that the exercise by the Landlord of these rights shall not
relieve the Tenant of its obligation to continuously and actively carry on its
permitted business in the Premises.
6.2 In each Rental Year, the Tenant shall pay to the Landlord, as Additional
Rent, the Tenant's Proportionate Share of Operating Costs.
6.3 Within a six (6) month period of time after the end of the period for
which the Tenant has been making advance payment of Additional Rent for, among
other items, Operating Costs, the Landlord shall provide to the Tenant a
statement verifying the actual amount of Operating Costs in the period for which
the Tenant has been making the advance payments. If necessary, an adjustment
shall be made. If the Tenant has paid in excess of the actual amount due (the
"excess amount"), the Landlord will forthwith pay to the Tenant an amount equal
to the excess amount. If the Tenant has paid less than the actual amount due
(the "underpayment"), the Tenant will forthwith pay to the Landlord an amount
equal to the underpayment.
ARTICLE 7 - UTILITIES AND HEATING, VENTILATION, AND AIR CONDITIONING ("HVAC")
7.1 The Tenant shall be solely responsible for and shall promptly pay as
Additional Rent to the Landlord its Proportionate Share of the aggregate of (a)
the total cost of supplying electricity, gas, water, sanitary services, and any
other fuel, power of other utilities ("utilities") used or consumed in or with
respect to the premises or allocated to them by the Landlord (b) the cost of any
other charges levied or assessed in lieu of or in addition to such utilities as
determined by the Landlord including all surcharges, rate adjustments, and taxes
as determined by the Landlord for the supply and/or usage of utilities in the
Premises and (c) all costs incurred by the Landlord in determining the
allocation of utilities to the Premises and a management fee.
7.2 The Tenant agrees that the Landlord shall not be held liable for any
losses or damages of any kind whatsoever to it or any other person for any
injury, loss, or damage from any Claim arising out of an
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interruption or the cessation of the unavailability of utilities to the Building
or the Premises, regardless of whether or not the utilities were supplied by the
Landlord or others and whether or not the interruption, cessation, or
unavailability is caused by any fault, default, negligence, act, or omission of
the Landlord.
7.3 The Landlord shall determine the amount that the Tenant is charged for
utilities by allocating the utilities for the Building or any part thereof
including Common Areas and Common Facilities and by charging the Tenant its
Proportionate Share. The Landlord reserves the right to adjust such charges as
it, acting reasonably, deems necessary.
7.4 During the Term, the Tenant shall operate those portions of the HVAC
equipment within and serving the Premises in such a manner as to maintain
reasonable conditions of temperature and humidity in the Premises so that no
direct or indirect appropriation of the HVAC from the Common Areas or Common
Facilities occurs. If the Tenant fails to comply with this stipulation or fails
to comply with the Landlord's Rules and Regulations pertaining to HVAC, the
Landlord (without liability on the Landlord's part) shall be entitled to take
such steps as it deems necessary to correct such faults (including, without
limitation, entering upon the Premises and assuming control of the HVAC
equipment) and the Tenant shall forthwith pay to the Landlord as Additional Rent
all costs and expenses of any kind whatsoever relating to such steps and a
management fee. The Tenant agrees that this exercise by the Landlord of its
rights herein is not a re-entry nor is it a breach of any covenant for quiet
enjoyment.
7.5 The Tenant shall pay the Landlord monthly, in advance, as Additional Rent
as part of Operating Costs such charges for HVAC as are estimated by the
Landlord. In each Rental Year, the total costs for operating, maintaining,
repairing, expanding, modifying, and replacing the HVAC system (which is made up
of the heating, ventilation, and air conditioning equipment and facilities that
are operated and maintained by the Landlord and which include the buildings or
areas which house common heating, ventilating, or air-conditioning facilities,
the equipment, improvements, installations, and utilities in the Premises,
rooftop or window heating and ventilating or air-conditioning units operated or
maintained by the Landlord), all fuel and power facilities as well as all
distribution piping, air handling units, common fan coil and ventilation units,
all monitoring, energy saving, and control systems including thermostats in the
Premises) shall be allocated by the Landlord between the Common Areas and Common
Facilities and the Premises, based where appropriate on the advice of the
Landlord's engineer. The total costs also include but are not limited to costs
for labour, including fringe benefits, power, fuel, water, chemicals, lubricants
filters, outside maintenance service and contracts, and a management fee.
ARTICLE 8 - USE OF THE PREMISES
8.1 The Tenant shall only use the Premises for the purpose of conducting the
following business: GENERAL OFFICES AND SHOWROOM
The Tenant agrees that it will not permit the Premises to be used
for any other purpose without obtaining the Landlord's prior written consent.
The Tenant agrees that it will not change the name of the business to be
operated in the Premises without obtaining the Landlord's prior written consent.
The Tenant has satisfied itself that the Premises can be used for and are zoned
for the use stated above. The Tenant will not allow the Premises to be used for
any purpose that is contrary to any restrictions registered against and/or
running with title to the Building.
8.2 On and after the Commencement Date, the Tenant shall occupy the whole of
the Premises and shall therein, in good faith, continuously, actively, and
diligently conduct its business in a reputable, clean safe, orderly, properly
staffed, first-class, and lawful manner. The Tenant will not permit waste or
damage to the Premises. The Tenant will not bring or permit animals and or birds
into the Building or its Premises. The Tenant will take steps to ensure that no
actions are taken which in the Landlord's opinion would disturb the quiet
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enjoyment of either the Landlord or other tenants in the Building. The Tenant
will not do or permit to be done anything that, in the Landlord's opinion, in
any way hinders the flow of traffic (pedestrian or vehicular) in or in the
immediate vicinity of the Building. The Tenant will not solicit business except
in its own Premises. The Tenant will not install or allow to be installed any
transmitting or telecommunications device on the roof or structural walls of the
building nor will it allow or allow to be installed any traveling or flashing
lights or signs or audio-visual devices in a manner so that they can be seen or
heard outside of the Premises without obtaining the Landlord's prior written
consent. The Tenant will fully co-operate in all of the Landlord's energy
conservation programs. The Tenant will not permit any activity within or about
the Premises that in the Landlord's opinion would create an environmental or
pollution or safety or moral problem including the utilization of illegal drugs
or the display or production of non-family-oriented material (such as
pornography), the emission of odours, gases, dust, smoke, fumes, vapours, steam,
water, cinders, soot, vibrations, music, noises, electromagnetic rays or fields,
Hazardous Substances, or any other effect that is undesirable in the sole
opinion of the Landlord. If the Tenant breaches any of these requirements and
does not cure such default within 10 days after being provided by the Landlord
with written notice of such default (or sooner if the situation, as determined
solely by the Landlord, is an emergency), the Landlord, without limiting any of
its other rights, may take such steps as it deems necessary to cure such default
at the Tenant's expense plus charge a management fee thereon which forthwith
shall be paid to the Landlord by the Tenant as Additional Rent. In addition, the
Tenant acknowledges that if it breaches any of these requirements and does not
cure its default within 10 days as set forth above, the Landlord shall be
entitled to obtain injunctive and other equitable relief which claim for relief
will not be opposed by the Tenant. Further, the Tenant acknowledges that if it
breaches any of these requirements and does not cure its default within 10 days
as set forth above, the Landlord shall be entitled to terminate this Lease.
8.3 The Tenant shall observe and abide by all applicable laws, particularly
but not limited to laws pertaining to Hazardous Substances. If a clean-up of the
Building or the Premises is required as a result of the release or existence of
Hazardous Substances by the Tenant or on behalf of the Tenant or which arises,
directly or indirectly from the Tenant's use or occupancy of the Premises, the
Tenant shall solely be responsible for the clean-up thereof and for all costs of
any kind associated therewith. If the Tenant breaches any of these requirements
and does not cure such default within 10 days after being provided by the
Landlord with written notice of such default, the Landlord, without limiting any
of its other rights, may take such steps as it deems necessary to cure such
default at the Tenant's expense plus charge a management fee of 15% thereon
which forthwith shall be paid by the Tenant to the Landlord as Additional Rent.
The Tenant further agrees to fully indemnify the Landlord (including the
immediate payment of the Landlord's incurred solicitor and client and other
professional costs) and hold the Landlord harmless from all Claims arising out
of matters related to the Tenant's actions or negligence with respect to
Hazardous Substances. The Tenant's obligations with respect to Hazardous
Substances shall survive the expiration of this Lease. Provided the Tennant
shall not be responsible for any pre-existing non-compliance.
8.4 The Tenant agrees as well to comply with all present and future laws
pertaining to the collection, sorting, separation, and recycling of waste
products.
8.5 The Tenant will peaceably leave the Premises in a clean, broomswept
condition on the Expiration Date or such other date if the Lease is terminated
before the Expiration Date. The Premises will be left in good order except for
reasonable wear and tear. The Tenant will thereupon return all keys and other
security materials including but not limited to codes and passcards.
8.6 The Tenant shall NOT be required to restore the Premises or any ---
additional space to Base Building condition at the expiration or termination of
the Lease or at the expiration or termination of any extended term, including
any damage they have caused to the Building.
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ARTICLE 9 - INSURANCE
9.1 The Tenant shall throughout the Term of this Lease provide and keep in
force at the Tenant's sole cost and expense, for the benefit of the Landlord and
Tenant:
(a) comprehensive general liability insurance with limits of Two Million
($2,000,000.00) Dollars for each occurrence, including bodily injury
liability, property damage liability, personal injury liability,
contractual liability, Tenant's legal liability and non-owned automobile
liability with respect to the Premises and the Tenant's use of the Common
Areas and Common Facilities. Such coverage is to include the activities
and operations conducted by the Tenant and any other person performing
work on behalf of the Tenant and those for whom the Tenant is in law
responsible;
(b) all risk property insurance in an amount equal to the full replacement
cost upon property of every description and kind owned by the Tenant or
for which the Tenant is legally liable and which is located within the
Premises or any part thereof, including leasehold improvements, related to
the Premises which is applicable in the event of, but not limited to,
fire, theft, vandalism, fraud, flood, earthquake, tempest, excessive cold,
wind, or any other peril that could cause loss to the building, the
Premises, or the contents therein;
(c) business interruption insurance coverage, including twelve (12) months of
direct or indirect loss of earnings.
(d) insurance, with respect to the interior and/or exterior front of the
Premises including all doors therein and other glass therein, against loss
or damage by fire and such additional perils as are covered under an
extended coverage endorsement usually attached to fire insurance policies
limiting loss on commercial real property. Without limiting the generality
of the foregoing, such insurance shall cover the peril known as "malicious
damage".
(e) such further and other insurance as the Landlord or its mortgagees may
consider advisable or appropriate from time to time.
9.2 All insurance required to be provided and kept in force by the Tenant at
the Tenant's cost. The Landlord shall have the right to require amount(s) of
insurance coverage increased from time to time by the Tenant at the Tenant's
sole cost. The Tenant shall promptly furnish to the Landlord copies of insurance
policies or other evidence satisfactory to the Landlord as to such insurance and
any renewals thereof. In the event that the Tenant fails to promptly furnish to
the Landlord satisfactory evidence of such insurance or of the renewal thereof
prior to its expiration. The Landlord shall, in such instance, have the right to
terminate this Lease. Each policy of insurance shall name the Landlord as an
additional insured. The Tenant shall obtain from the insurers under such
policies undertakings to notify the Landlord in writing at least thirty (30)
days prior to any amendments or cancellation thereof.
9.3 The Tenant will not keep or use in the Premises any article which may be
prohibited by any insurance policy in force from time to time covering the
Building or the Premises.
9.4 It the Tenant's use of the Premises causes or results in increased
insurance premiums or requires an increase in the amount of insurance carried
from time to time by the Landlord, then the Tenant shall pay such increase in
premiums as Additional Rent forthwith after invoices for such additional
premiums are provided to the Tenant by the Landlord.
9.5 The Tenant agrees to comply forthwith at its sole expense with any
recommendations of any insurance rating, underwriting, or inspection authority
or of any insurer pertaining to or affecting the Building or the Premises.
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9.6 The Tenant agrees that the Landlord shall not be liable to the Tenant or
any other person for any injury, loss, or damage arising out of an occurrence at
the Building or the Premises. Specifically, the Landlord shall not be liable to
the Tenant or any other person for injury or loss or damage to property
including loss or damage to merchandise, inventory, stock in trade, money,
securities, negotiable instruments, resulting from fire, smoke, explosion,
falling plaster, ceiling tiles, fixtures or signs, broken glass, steam, gas,
fumes, vapours, odours, dust, dirt, grease, acid, oil, any Hazardous Substance,
debris, noise, air or noise pollution, theft, breakage, vermin, electricity,
computer, utility, communication or electronic equipment of systems malfunction,
breakdown, or stoppage, electromagnetic radiation, electrical injury, water,
rain, flood, flooding, freezing, tornado, windstorm, snow, sleet, hail, frost,
ice, excessive heat or cold, sewage, sewer back-up, toilet overflow, leaks or
discharges from any part of the building or from pipes, sprinklers, appliances,
wiring, HVAC equipment, plumbing fixtures or equipment, roofs, windows,
skylights, trapdoors, floors, dampness of other climatic conditions,
interference with or obstruction of deliveries to or from the Building or the
Premises, any defect in the building, by construction, by Force Majeures, or
from any other cause whatsoever. The intent of this paragraph is that the Tenant
(and any persons having business with the Tenant) is to look solely to the
Tenant's insurers to satisfy any claims which may arise on account of injury or
loss or damage to property, irrespective of the cause.
9.7 At all times throughout the Term, the Landlord shall carry all risks
property insurance on the Building and comprehensive boiler and machinery
insurance on the equipment contained therein. The insurance shall cover the
gross rental value of the Building. The Landlord shall carry public liability
and property damage insurance with respect to its operations in the Building as
well as such other insurance as would normally be carried by a prudent Landlord
having regard to the age, size, and location of the Building. The cost of such
insurance shall be included in Operating Costs. Notwithstanding the
contributions by the Tenant to this insurance by way of payments of Additional
Rent, the Tenant is not relieved of liability for its acts, faults, negligence
and/or omissions. Further, the Tenant has no insurable interest under any policy
of insurance carried by the Landlord nor does the Tenant have any right to
receive any proceeds of any insurance policy carried by the Landlord. The
landlord will make best efforts to obtain at tenants cost a waiver of
Subrogation in favor of the tenant
9.8 The Tenant shall promptly indemnify and hold harmless the Landlord from
and against any and all claims in connection with injury or loss or damage to
property arising out of this Lease or arising out of an occurrence in or about
the Premises, occasioned wholly or in part by any fault, default, negligence,
act, or omission of the Tenant or by any person that the Tenant permitted to be
on or about the Premises or arising out of an occurrence in or about the
Building occasioned wholly or in part by any fault, default, negligence, act, or
omission of the Tenant or by any person that the Tenant permitted to be on or
about the Premises of by the Tenant's directors, officer, servants, employees,
contractors, agents, invitees, and licensees and all other persons over whom the
Tenant may reasonably be expected to exercise control and/or in law is
responsible for. If the Landlord is made party to litigation commenced by or
against the Tenant, then the Tenant shall promptly indemnify and hold harmless
the Landlord and shall forthwith pay, as Additional Rent, all of the Landlord's
costs and expenses and damages and settlements (including but not limited to the
Landlord's legal costs on a solicitor and his or her own client basis) incurred
in connection with such litigation.
9.9 The Tenant also agrees to pay to the Landlord as Additional Rent on demand
all costs and expenses (including but not limited to the Landlord's legal costs
on a solicitor and his or her own client basis) that may be incurred by or on
behalf of the Landlord in enforcing the terms, conditions, and covenants of this
Lease.
9.10 All indemnities of the Tenant shall not be prejudiced by and shall survive
the termination of this Lease.
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ARTICLE 10 - MAINTENANCE AND REPAIRS BY TENANT AND LANDLORD
10.1 At all times during the Term, the Tenant, shall diligently keep, operate,
and maintain the Premises in good order as would a careful and prudent Landlord,
acting reasonably. The Landlord (at the Tenant's cost charged as Additional
Rent) shall promptly make all needed repairs or alterations (whether minor or
major) to the whole and each and every part of the Premises including, without
limitation, all entrances, glass, frontages including office fronts, walls,
ceilings, floors, thresholds, exterior and interior windows and window frames,
doors and door frames, exterior and interior signs, partitions, locks, hardware,
mouldings, fixtures, improvements including Leasehold Improvements, machinery,
installations, equipment, systems, services, and facilities located on, in,
under, above, or which serve the Premises including, without limitation, wiring,
piping, lighting and lighting fixtures, plumbing and plumbing fixtures,
operating equipment, and all parts of the electrical, plumbing, sprinkler,
sewerage, and HVAC equipment and distribution systems which are not part of the
Common Areas or Common Facilities.
10.2 Further, if required by any governmental authority at any time after the
commencement date, the Tenant shall, at its expense, remove from the Premises,
any hazardous substance which has been located, stored or incorporated in or on
any part of the Premises by the Tenant. The foregoing obligation to remove any
such hazardous substance so located, stored or incorporated in or on any part of
the Premises by the Tenant, shall survive the expiration or earlier termination
of this Lease.
10.3 The Landlord will provide standard Building signage for the Tenant at
suite entrance, Lobby directory (if available) and outdoor signage (if
available) at the Landlord's cost.
10.4 The Tenant shall not allow any of its operations to place an increased
load on the mechanical and electrical systems within the Building. The Tenant
specifically agrees not to install or permit the installation of any equipment
which will exceed or overload the capacity of any utility, electrical, or
mechanical facilities in the Building.
10.5 The Tenant shall not bring upon the Premises or any part thereof any
machinery, equipment or thing that by reason of its weight, size, or use might,
in the sole discretion of the Landlord, damage the Premises or overload the
floors of the Premises, If any damage is caused, directly or indirectly, as a
result of overloading, the Tenant shall forthwith repair such damage and be
solely liable for all other losses arising therefrom. At the option of the
Landlord, the repairs may be completed by the Landlord at the Tenant's expense
plus a 15% administration fee thereof which shall forthwith be paid by the
Tenant to the Landlord as Additional Rent.
10.6 The Tenant shall at all times promptly pay its labourers and contractors
(including sub-contractors) and shall forthwith discharge all liens registered
by its labourers or contractors (including sub-contractors).
10.7 If the Building (or part thereof) or the Common Areas or Common Facilities
require repair, replacement, or alteration because of the fault, default,
negligence, want of skill, carelessness, neglect, misuse, act, misconduct, or
omission of the Tenant (or those for whom the Tenant is responsible for in law),
the Landlord shall make such repair, replacement, or alteration at the Tenant's
sole expense plus a management fee thereof which shall forthwith be paid by the
Tenant to the Landlord as Additional Rent.
10.8 The Tenant shall co-operate fully, at the Tenant's sole expense, in any
preventative maintenance programs for electrical, mechanical, or HVAC systems
that the Landlord may institute in or for the Building.
10.9 The Tenant shall not make any Alterations to the Premises or part thereto
without first obtaining the Landlord's prior written approval. Prior to
commencing Alterations, the Tenant shall provide the Landlord
15
with details of the proposed Alterations prepared by qualified architects or
engineers, security for claims and liens as determined by the Landlord, copies
of all necessary building permits and other authorizations from all authorities,
evidence of increased insurance as determined by the Landlord, an undertaking to
complete all Alterations expeditiously using competent workers whose labour
union affiliations are acceptable to the Landlord and others employed by the
Landlord, and an undertaking to complete all work strictly in accordance with
the plans and specifications that the Landlord has approved. All Alterations
shall be subject to supervision or inspection by the Landlord. Any Alterations
made without the Landlord's prior written approval shall be immediately removed
at the Tenant's sole expense and the Premises shall be restored to their
previous condition. If the Tenant fails to remove the Alterations, the Landlord
shall be entitled to do so and shall do so at the Tenant's expense plus a
management fee.
10.10 No Alterations shall be permitted which in the Landlord's discretion may
weaken or endanger the Building or the Premises or adversely affect the safety,
condition, or operation of the Building or the Premises (or diminish the value
thereof) or impair the use of all or part of the Common Areas and Common
Facilities.
10.11 No Alterations shall be permitted which adversely affect the Landlord's
rights in terms of zoning or other land use planning statues nor will
Alterations be permitted that cause the Landlord to have to provide additional
parking.
10.12 Notwithstanding anything to the contrary contained in this Lease, the
Landlord's only responsibility with respect to the maintenance, repair or
replacement to the Building shall be with respect to major structural repairs
unless such repairs are required as a result of the negligence of the Tenant, or
for those for whom the Tenant is at law responsible
It is expressly agreed upon and understood that roof membranes are not a
structural component and any repairs and, or, replacement will be charged to the
Tenant as part of Additional Rent.
ARTICLE 11 - DAMAGE, DESTRUCTION, EXPROPRIATION, AND DEMOLITION
11.1 If, during the Term, the Building in which the Premises or any part
thereof is situate shall be destroyed or damaged by fire, lightning, tempest,
impact or aircraft, act of God of the Queen's enemies, riots, insurrection or
explosion, the following provisions shall have effect:
11.2 If the Premises are at any time damaged or destroyed, within seven (7)
days thereafter, the Landlord shall appoint an Architect who shall inspect such
damage of destruction and decide whether, in his opinion, such damage or
destruction can be physically repaired within one hundred and twenty (120) days
after the commencement of such repair. The written opinion of the Architect
shall be delivered to the Tenant within fourteen (14) days after the occurrence
thereof. If any one or more of the following shall occur:
(i) in the Architect's opinion, such damage or destruction cannot be repaired
within such one hundred and twenty (120) days; or
(ii) the Architect fails to deliver such written opinion to the Tenant as
required above and the Landlord has not commenced and thereafter is not
proceeding diligently and expeditiously to construct, rebuild or repair
the Premises, the Tenant may at any time thereafter, terminate this Lease,
whereupon the Tenant shall surrender to the Landlord the Premises and all
of its interest therein and assign to the Landlord its interest in all of
the proceeds of any policy of insurance covering the Premises, except for
any portion of such insurance proceeds related to the Tenant's chattels
and trade fixtures.
11.3 If, in the Architect's opinion, the Premises are damaged or destroyed and
such damage or destruction cannot be repaired within such one hundred and twenty
(120) days, the Landlord may at that time terminate this Lease.
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11.4 If it appears that the Premises can with reasonable diligence be so
restored within such one hundred and twenty (120) day period, or if in the
opinion of the Architect, the Premises can be restored within such period, or if
in the Architects opinion, the Premises cannot be restored within such a period
but the Tenant and the Landlord fail to exercise their rights to terminate this
Lease as hereinbefore provided, then the Landlord and the Tenant shall promptly
commence and thereafter proceed diligently and expeditiously to construct,
rebuild or repair the Premises so as to restore the Premises to a tenantable
condition and fit for the Tenant's business purposes to the extent of the
Landlord's and Tenant's original construction obligations in accordance with the
plans and specifications.
11.5 If the Premises are rendered wholly untenantable, the Base Rent and all
other charges payable by the Tenant under this Lease shall abate entirely. If
the Premises are rendered untenantable only in part, the Base Rent and all other
charges payable by the Tenant under this Lease shall abate in such reasonable
proportion as the parties may agree, or if the parties cannot agree, as may be
determined by arbitration in accordance with this Lease. Any such abatement of
rent payments shall commence from the date of such damage or destruction and
continue until the earlier of:
(i) ten (10) days after the date on which the Premises have been restored and
rendered tenantable and fit for the Tenant's business purposes;
or
(ii) the date on which the Tenant re-opens for business in the Premises.
11.6 If the Building or the Premises (or a part thereof) is expropriated, the
full proceeds and/or award arising, directly or indirectly, from expropriation
belong to the Landlord. The Tenant agrees to abandon or assign to the Landlord
any rights which the Tenant may have or acquire by operation of law to such
proceeds or award and agrees to promptly execute such documents as in the sole
discretion of the Landlord are necessary to give effect to this provision. If
the Building or the Premises (or a part thereof) is expropriated, the Landlord
may, at its sole option, terminate this Lease and the Tenant shall have no Claim
for the value of the unexpired term or for damages or for any other reason
whatsoever.
ARTICLE 12 - ASSIGNMENT AND SUB-LETTING
12.1 The Tenant will not assign or sublet all or part of the Premises without
leave of the Landlord, which leave shall not be unreasonably withheld. In no
event shall any assignment or subletting to which the Landlord may have
consented, release or relieve the Tenant from its obligations fully to perform
all the terms, covenants and conditions of this Lease on its part to be
performed. For the purpose of this clause, it shall not be considered
unreasonable for the Landlord to require evidence that the financial
responsibility of the proposed assignee or subtenant will carry on business in
the Premises in a manner comparable to that of the Tenant. The Tenant shall be
responsible for the Landlord's solicitor and client legal fees incurred with
respect to any proposed assignment or subletting.
12.2 The Tenant shall pay to the Landlord the sum of TWO HUNDRED AND FIFTY
DOLLARS ($250.00) management fee for the processing of an assignment or sublet
of this Lease.
12.3 In the event that the Base Rent payable under any such sub-lease or
assignment is in excess of the Base Rent reserved here-under or in excess of the
proportionate Base Rent reserved in the event of the sub-lease of assignment of
part of the Premises, whether the excess be in the form of cash, goods or
services from the sub-tenant of assignee or anyone acting on its behalf, such
excess shall be payable to the Landlord by the Tenant or assignor immediately
upon receipt thereof, and in the event that such excess is represented by goods
or services rendered to the Tenant or assignor or its nominee, the value of
those services or goods shall be determined by the Landlord and the Tenant
17
or assignor and that value shall be paid in cash to the Landlord herein
immediately upon such determination.
ARTICLE 13 - ACCESS AND ALTERATIONS
13.1 At all times and upon giving reasonable notice of no less than 2 days, the
Landlord and its agents shall have the right to enter the Premises to examine
the Premises, to carry out or enforce any provisions of this Lease, and to make
such Alterations to the Premises or the Building as the Landlord considers
necessary or desirable. The Tenant shall take no steps or permit or cause no
steps to be taken to prevent the Landlord's reasonable access to the Premises.
The Tenant's obligation to pay Base Rent and Additional Rent shall not abate or
be reduced while any such entry or Alterations are being made. This shall not be
considered to constitute a re-entry by the Landlord or a breach of the Tenant's
entitlement to quiet enjoyment of the Premises.
13.2 The Landlord agrees the Tenant does not have to provide current key,
passcard, or security code. The Tenant will provide the Landlord with the names
and telephone numbers of two key holders who will attend in the event of an
emergency.
13.3 At all times during the Term, the Landlord and its agents have the right
to enter the Premises, on 2 days notice, to show the Premises to prospective
purchasers, lessees, insurers or mortgagees. During the last 6 months of the
Term, the Landlord may place "For Rent" or "For Lease" or "For Sale" signs on
the front lawn of the Building or in Common Areas of the Building.
13.4 If it is necessary to excavate land adjacent to the Building, the Tenant
shall grant access to the Landlord or its duly authorized representatives to
enter the Premises for doing such work as the Landlord deems necessary to
preserve the walls of the Building from injury or damage and to support the
walls in an appropriate manner. In granting access, the Tenant agrees that it
shall have no Claim against the Landlord for damages or indemnification or any
diminution or abatement of Base Rent or Additional Rent. This shall not be
considered to constitute a re-entry by the Landlord or a breach of the Tenant's
entitlement to quiet enjoyment of the Premises.
ARTICLE 14 - STATUS STATEMENTS, ATTORNEY, AND SUBORDINATION
14.1 Within 5 days after receiving a request from the Landlord, the Tenant
shall execute and deliver to the Landlord (or its nominee) a status statement
confirming that this Lease is unmodified, that the Commencement Date and the
Expiration Date are the same dates that appear on this Lease, the amount of Base
Rent and Additional Rent being paid and the last date to which Base Rent and
Additional Rent have been paid, the amount of any advance rent or security
deposit paid, whether or not there is an existing default on the part of the
Tenant in terms of its obligations under this Lease, whether or not there are
any defaults on the part of the Landlord, the Tenant and the Indemnitor's (if
applicable) financial standing and corporate status, whether or not all
Landlord's work has been completed and details of any non-completed work, and
such others as may be required by the Landlord at the time, acting reasonably.
14.2 If the Tenant fails to execute and deliver the aforesaid status statement
within 5 days, the Tenant hereby irrevocably appoints the Landlord as the
Tenant's attorney with full power to execute and deliver in the name of the
Tenant such status statements.
14.3 The Landlord and Tenant agree that this Lease and everything herein
contained shall be subordinate to any mortgage, mortgages, charge, or charges or
deeds or trust from time to time created by the Landlord in respect of the
Premises by way of mortgage and the Tenant hereby covenants and agrees that it
will at any time and from time to time as required by the Landlord during the
term hereof and extension or renewal give all such further assurance to this
proviso as may be reasonably required to evidence and effectuate this
postponement of its rights and privileges hereunder to the holder or holders of
any such mortgage, mortgages, charge, charges or deeds of trust shall agree in a
written instrument in form and substance satisfactory to the Tenant that the
holder or holders of any such mortgage, mortgages,
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charge, charges or deeds of trust mortgage shall permit the Tenant to continue
in quiet possession of the Premises in accordance with the terms and conditions
of this lease as long as the Tenant is not in default hereunder beyond any
applicable cure period set out in this Lease, nor shall the Tenant's obligtions
be enlarged or its rights abridged hereunder by reason of such transaction. The
Lanldord agrees to use its best efforts to obtain a Non-Disturbance Agreement
from any such Mortgagee in favour of the Tenant at the Tenant's cost.
ARTICLE 15 - DEFAULT OF TENANT
15.1 RIGHT TO RE-ENTER
When:
(a) The Tenant shall be in default in the payment of any Rent whether lawfully
demanded or not and such default shall continue for a period of ten (10)
calendar days after written notice from the Landlord; or
(b) If the Tenant shall be in default of any of its covenants, obligations or
agreements under this Lease and such default shall have continued for a period
of ten (10) consecutive days )or such longer period as may be reasonably
required and permitted ((in the Landlord's sole discretion)) in the
circumstances to cure such default) after written notice by the Landlord to the
Tenant specifying with reasonable particularity the nature of such default and
requiring the same to be remedied, or without notice where such default creates
any emergency which is likely to materially adversely affect the Premises, the
Landlord. Without prejudice to any other rights which it may have with respect
to such default, may, but shall not be obligated to, remedy such default. The
cost of remedying such default plus a management fee thereon shall be added to
the Additional Rent due the next date on which Base Rent is payable, and such
amount shall thereupon become due and payable as Additional Rent under this
Lease in addition to the regular payment of base rent then due, and the Landlord
shall have all remedies for the recovery of such amount as are available in the
case of any non-payment of base rent or Additional Rent.
15.2 RIGHT TO RELET
Should the Landlord elect to re-enter, as herein provided, or should it take
possession pursuant to legal proceedings or pursuant to any notice provided for
by law, it may either terminate the Lease or it may from time to time without
terminating this Lease, make such alterations and repairs as may be necessary in
order to relet the Leased Premises, and relet the Leased Premises or any part
thereof as agent for the Tenant for such term or terms (which may be for a term
extending beyond the term of this Lease) and as such rental or rentals and upon
such other terms and conditions as the Landlord in its sole discretion may deem
advisable; upon such reletting all rentals reserved by the Landlord from such
reletting shall be applied, first, to the payment of any indebtness other than
Rent due hereunder from the Tenant to the Landlord; second, to the payment of
any costs and expenses of such reletting, including brokerage fees and solicitor
fees and of costs of such alterations and repairs; third, to the payment of Rent
due and unpaid hereunder, and the residue, if any, shall be held by the Landlord
and applied in payment of future Rent as the same may become due and payable
hereunder. If such rentals received from such reletting during any months be
less than that to be paid during that month by the Tenant hereunder, the Tenant
shall pay any such deficiency to the Landlord. Such deficiency shall be
calculated and paid monthly. No such re-entry or taking possession of the Leased
Premises by the Landlord shall be construed as an election on its part to
terminate this Lease unless written notice of such intention be given to the
Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without termination, the
Landlord may at any time thereafter elect to terminate this Lease for such
previous breach. Should the Landlord at any time terminate this Lease for any
breach, in addition to any other remedies it may have, it may recover from the
Tenant all damages it may incur by reason of such breach, including the cost of
recovering Leased Premises, and including the worth at the time of such
termination of the excess, if any, of the amount of Rent and charges equivalent
to Rent reserved in this Lease for the remainder of
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the term hereof over the then reasonable rental value of the Leased Premises for
the remainder of the term, hereof all of which amounts shall be immediately due
and payable from the Tenant to the Landlord. In determining the Rent which would
be payable by the Tenant hereunder, subsequent to default, the annual Rent for
each year of the unexpired term shall be equal to the average annual fixed Base
Rent paid by the Tenant from the Lease Commencement Date to the time of default,
or during the preceding three (3) full calendar years, whichever period is
shorter.
15.3 LEGAL EXPENSES
In case suit shall be brought for recovery of possession of the Leased Premises,
for the recovery of Rent or any other amount due under the provisions of this
Lease, or because of the breach of any other covenant herein contained on the
part of the Tenant to be kept or performed and a breach shall be established,
the Tenant shall pay to the Landlord all expenses incurred therefor, including
reasonable solicitors' and counsel fees on a solicitor and his client basis.
15.4 BANKRUPTCY
The Tenant covenants and agrees that if the term or any of the goods and
chattels of the Tenant on the Leased Premises shall be at any time during the
said term seized or taken in execution or attachment by any creditor of the
Tenant or if the Tenant shall make any assignment for the benefit of creditors
or any bulk sale or, becoming bankrupt or insolvent, shall take the benefit of
any Act now or hereafter in force for bankrupt or insolvent debtors or if any
order shall be made for the winding up of the Tenant, or if the Leased Premises
shall without the written consent of the Landlord become and remain vacant for a
period of fifteen (15) days, or be used by any other persons than such as are
entitled to use them under the terms of this Lease, or if the Tenant shall
without the written consent of the Landlord abandon or attempt to abandon the
Leased Premises or sell or dispose of goods or chattels of the Tenant or to
remove them or any of them from the Leased Premises so that there would not in
the event of such abandonment, sale or disposal of sufficient goods on the
Leased Premises subject to distress to satisfy the Rent above due or accruing
due, then and in every such case the then current month's Rent and the next
ensuing three (3) months Rent shall immediately become due and be paid and the
Landlord may re-enter and take possession of the Leased Premises as though the
Tenant or the servants of the Tenant or any other occupant of the Leased
Premises were holding over after the expiration of the said term and the said
term shall at the option of the Landlord, forthwith become forfeited and
determined and in every one of the cases above such accelerated Rent shall be
recoverable by the Landlord in the same manner as the Rent hereby reserved and
as if rent were in arrears and the said option shall be deemed to have been
exercised if the Landlord or its agents give notice to the Tenant as provided
for herein.
15.5 THE LANDLORD MAY PERFORM COVENANTS
If the Tenant shall fail to perform any of its covenants or obligations under or
in respect of this Lease, the Landlord may from time to time at its discretion,
perform or cause to be performed any of such covenants or obligations, or any
part thereof, and for such purpose may do such things upon or in respect of the
Leased Premises or any part thereof as the Landlord may consider requisite or
necessary. All expenses incurred and expenditures made by or on behalf of the
Landlord under this Section shall be forthwith paid by the Tenant and if the
Tenant fails to pay the same, the Landlord may add the same to the Rent and
recover the same by all remedies available to the Landlord for the recovery of
Rent in arrears.
15.6 THE LANDLORD MAY FOLLOW CHATTELS
Provided that in case of removal by the Tenant of the goods and chattels of the
Tenant from the Leased Premises, the Landlord may follow the same for thirty
(30) days in the same manner as is provided for in the Landlord and Tenant Act.
15.7 WAIVER OF EXEMPTION
The Tenant hereby covenants and agrees with the Landlord in consideration of the
premises and of the leasing and letting by the Landlord to the Tenant of the
Leased Premises for the term hereby created (and it is upon that express
understanding that these presents
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are entered into) that notwithstanding anything contained in Section 30 of
Chapter Two Hundred and Thirty of the Revised Statutes of Ontario, 1980, or any
other Statute which may hereafter be passed to take the place of the said Act or
to amend the same, none of the goods or chattels of the said Tenant at any time
during the continuance of the term hereby created on the Leased Premises shall
be exempt from levy by distress for Rent in arrears by the Tenant as provided
for by any Section or Sections of the said Act, or any amendment or amendments
thereto, and that upon any claim being made for such exemption by the Tenant or
on distress being made by the Landlord this covenant and agreement may be
pleaded as an estoppel against the Tenant in any action brought to test the
right to the levying upon any such goods as are named as exempted in said
Section or Sections or amendments thereto, the Tenant waiving as the Tenant
hereby does, all and every benefit that could or might have accrued to the
Tenant under and by virtue of the said Section or Sections of the said Act or
any amendment or amendments thereto but for this covenant.
ARTICLE 16 - MISCELLANEOUS
16.1 All money shall be paid in Canadian Dollars.
16.2 If at the expiration or other termination hereof the Tenant shall remain
in possession of the Premises with or without the consent of the Landlord and
without any further written agreement, the tenant shall be a Tenant from month
to month at a rent equivalent to one hundred and fifty (150%) percent of the
Base Rent payable in the last year of the Term of the Lease and no other tenancy
shall be created by by implication of law or otherwise and the Base Rent
reserved hereunder shall be paid on the first day of each month during such
overholding and such month-to-month tenancy shall otherwise be subject to all
other terms of this Lease.
16.3 Any notice under this agreement shall be sufficiently given by personal
delivery or by registered letter, postage prepaid, or by facsimile transmission,
addressed, in the case of notice to the Landlord at suite 102, 1 Valleybrook
Drive, Toronto, Ontario M3B 2S7 and in the case of the notice to the Tenant
addressed at: 1 VALLEYBROOK DRIVE, SUITE 100, TORONTO, ONTARIO M3B 2S7
16.4 Any notice delivered by hand shall be deemed to be received on the date of
actual delivery thereof. Any notice given by registered mail shall be deemed to
have been given on the fifth business day following the business day on which
such notice is mailed.
16.5 Either party may at any time give notice in writing to the other of any
change of address of the party giving such notice and from and after the giving
of such notice the address therein specified shall be deemed to be the address
of such party for the giving of notices hereunder. The word "notice" in this
paragraph shall be deemed to include any request, statement, or other writing in
this Lease provided or permitted to be given by the Landlord to the Tenant or by
the Tenant to the Landlord.
16.6 Whenever and to the extent the Landlord or Tenant shall be unable to
fulfill of shall be delayed or restricted in the fulfilment of any obligation
hereunder 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 of
order-in-council or any regulation or order passed or made pursuant thereto or
by reason of the order or direction of any administration, controller or other
authority or by reason of not being able to obtain any permission or authority
required hereby or by reason of any other cause beyond its control whether of
the foregoing character or not, the Landlord or Tenant shall be relieved from
the fulfillment of such obligation and the Landlord or Tenant shall not be
entitled to compensation for any inconvenience, nuisance or discomfort thereby
occasioned. If the Landlord is unable to obtain the material as hereinbefore
provided but the Tenant can provide the required material without infringing on
any of the governmental regulations in force, the Landlord shall avail itself of
such material in order to do any work or make any repairs as hereinbefore
provided.
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16.7 The Tenant covenants and agrees with the Landlord that the Tenant will
only register a NOTICE TO LEASE in the Registry Office or the Land Titles
Office.
16.8 The Tenant hereby waives and renounces any and all existing and future
claims, offsets and compensation against any Base Rent or Additional rent or
other amounts due hereunder and agrees to pay such rental and other amounts
regardless of any claim, counterclaim, offset or compensation which may be
asserted by the Tenant or on its behalf.
16.9 In the event of the sale by the Landlord of the Premises or the assignment
by the Landlord of this Lease or any interest of the Landlord hereunder, and to
the extent that such purchaser or assignee has assumed the covenants and
obligations of the Landlord hereunder, the Landlord shall without further
written agreement be freed and relieved of liability upon such covenants and
obligations.
16.10 If any dispute shall arise between the parties with respect to:
(i) the interpretation of the Lease;
(ii) the fulfillment of the obligations of any party under the Lease;
(iii) any opinion, consent or approval to be given by any party under the Lease
or;
(iv) any matter which may be referred to arbitration in accordance with the
terms of this Lease.
(a) The parties agree to negotiate in good faith towards a speedy resolution
of such dispute and to make use of such recognized mediation services as are
available whenever possible. However, since time is recognized to be of the
essence in the resolution of any such dispute, it is agreed that any party may
at any time give written notice to the other party of its desire to submit such
dispute to arbitration stating with reasonable particularity the subject matter
of such dispute.
(b) During the continuation of the period of any arbitration under the Lease
no default shall be deemed to have occurred in the performance of any covenant,
obligation or agreement under the Lease which is the subject matter of such
arbitration. The Tenant, however, must continue to pay to the Landlord all Base
Rent and Additional Rent in accordance with the Lease pending the completion of
the arbitration process.
16.11 If the Tenant pays all Base Rent, Additional Rent, and all other sums to
the Landlord as they become due and if the Tenant performs and observes all of
the terms, covenants, and conditions of this Lease on the Tenant's part, the
Tenant shall be entitled to peaceably and quietly hold the Premises for the
Term.
16.12 At the same time as the Tenant executes this Lease, the Indemnitor (if
there is an Indemnitor) shall sign this Lease and the Indemnity Agreement
attached as Schedule "B".
16.13 This Lease upon acceptance shall constitute a binding agreement between
the Landlord and Tenant, and shall be binding upon and enure to the benefit of
the parties and their respective successors and assigns.
ARTICLE 17 - SCHEDULES
17.1 The following schedules form part of this Lease.
Schedule "A" Landlord" Work
Schedule "B" Suite Layout
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DATED at Toronto this 12th day of May 2006
SIGNED, SEALED AND DELIVERED ) ROANNE HOLDINGS LIMITED
In the presence of: )
/S/"BRENDA Cromie" ) Per: /S/"JOAN HUNT"
) I have the authority to bind
) the Corporation
DATED at Toronto this 12th day of May 2006
SIGNED, SEALED AND DELIVERED ) IBB INTERNATIONAL CANADA LTD.
In the presence of: )
) Per:/s/"Jeremy Bowman"
) I have the authority to bind
) the Corporation
SCHEDULE "A" - LANDLORD'S WORK
In accordance with the building standard the Landlord, at its expense, shall
supply and install the following as soon as possible and in no event later than
May 31, 2006.
a) Supply and install a door to separate the reception area from the
office.
b) Paint existing paint grade wall in a colour of the Tenant's choice
using the Landlord's samples.
c) Remove existing carpet and replace with new building standard carpet
from the Landlord's samples in a colour of Tenant's choice in all
existing carpeted areas.
d) Expand the meeting room off reception area to column line and
install a door into the main office area; and
e) Repair any damaged doors and window coverings and ensure that HVAC,
electrical and lighting are in good working order.
The Tenant will be able to occupy the Premises as soon as the Landlord's Work is
substantially completed but only with the Landlord's consent which will not be
unreasonably refused. The Landlord will make its best efforts to have the work
done in a timely manner taking into account that time is of the essence.
AMENDMENT TO LEASE AGREEMENT
BETWEEN: ROANNE HOLDINGS LIMITED
(hereinafter referred to as: "Lessor")
AND: IBB INTERNATIONAL CANADA LTD.
(hereinafter referred to as "Lessee")
Whereas ROANNE HOLDINGS LIMITED and IBB INTERNATIONAL CANADA LTD have entered
into a lease concerning the property known as 1 VALLEYBROOK DRIVE SUITE 101
TORONTO, ONTARIO M3B 2S7 consisting of 1,148 square feet as more particularly
described in the aforementioned Lease. The Landlord and Tenant agree that Tenant
will abide by all terms and conditions outlined in lease agreement for suite 100
- - 1 Valleybrook Drive, save and accept Gross Rent free October 2007 included in
suite 100.
The Tenant shall have the right to Terminate the Lease Once Only and only if the
Tenant gives three (3) months notice by April 30/08 to terminate effective July
31, 2008 failing which rent will commence May 1/08.
AREA: 1,148 sq.ft.
TERM: August 1/07-June 30/11
RATE: NET/NET
YEAR PER SQ.FT. PER ANNUM MONTHLY
Aug 1/07-Jun 30/11 $8.50 $9,758.00 $813.16
NET RENT FREE August 1/07 - April 30/08
PROPORTIONATE SHARE: 2%
ESTIMATED T.M.I: $12.00 per sq.ft. for 2007
SECURITY DEPOSIT: $1,961.17
The Tenant shall have an option to renew this Lease for a further term of FIVE
(5) years if the Tenant has continuously adhered to all terms and conditions of
the Lease and is not in default thereunder and if the Tenant has delivered a
written request for such renewal to the Landlord not less than three (3) months
before the Expiration Date. Such renewal term shall be based upon the terms and
conditions of the Landlord's then current standard form of lease, save only for
Base Rent which shall be renegotiated between the parties at a rate equivalent
to fair market rent and provided that the Tenant shall have no further right of
renewal. If the Tenant fails to exercise the option to renew this Lease within
the time and in the manner as aforesaid, this option shall be null and void. The
Termination Right will not apply to the Extension Term.
LANDLORD'S WORK
o Install 1 solid door between units 100 and 101 "outside door" width
o Install sink/counter/cupboards below counter with electric outlet at
counter height leaving space for under-counter fridge.
o Install carpet to match existing carpet in suite 100
o Paint suite to match existing paint in suite 100
TENANT'S WORK
o To supply lock for door keyed on each side
Dated at Toronto, Ontario, this 19 day of June 2007
ROANNE HOLDINGS LIMITED
/s/"Joan Hunt"
WITNESS:/S/"S MACEACHEN"
Dated at Toronto, Ontario, this 19 day of June 2007
IBB INTERNATIONAL CANADA LTD.
/s/"Jeremy Bowman"
WITNESS:/S/ "JESSICA LIU"