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EXHIBIT 10.9
OFFER TO LEASE
RE/MAX REAL ESTATE SERVICES
#000-000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
THIS OFFER TO LEASE IS DATED FOR REFERENCE THIS 25TH DAY OF
October, 1995
BETWEEN:
Sigma Enterprises Ltd.
(Hereinafter called the "Landlord")
AND:
IKS Canadian Knife & Saw Ltd.
(Hereinafter called the "Tenant")
ADDRESS
OF PREMISES: 211 to 213 - 9780 197B Street, Xxxxxxx
LEGAL Strata Lots 11 to 13, District Xxx 000, Xxxxx 0, X.X.X., Xxxxxx
DESCRIPTION: Plan NW2379.
DEMISED The Area to be leased by the Tenant from the Landlord shall
AREA: contain approximately 4,784 square feet more or less as shown
on the attached plan and labelled Exhibit "A".
(the "demised premises")
OUTSIDE The Tenant acknowledges and agrees that there is to be no
STORAGE: outside storage of materials or products.
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USE: The demised premises shall be used for the purpose of storage
and manufacturing of circular saws and in a manner not
inconsistent with building and/or zoning bylaws.
The Tenant also represents and warrants that it is not engaged
in any manufacturing or process which involves the use of toxic
or contaminant which would affect the building in which the
demised premises are located or soils conditions.
TERM: The Lease shall be for a term of One (1) year and Three (3)
months commencing on the 1st day of November, 1995 and ending
on the 31st day of January, 1997.
RENT: The Tenant agrees to pay a net basic rent plus applicable Goods
and Services Tax for fifteen (15) months. The basic rent for the
demised premises shall be $2,193.00 per month.
(the "basic rent")
The rent shall be payable in advance on the FIRST (1st) day of
each and every month for the full term of the Lease
ADDITIONAL This Lease shall be net to the Landlord and each and every
RENTALS: cost, expense, rate, tax (including, without limitation, GST),
or charge in any way related to the demised premises and the
Tenant's proportionate share of operating costs, as defined
below, shall be borne by the Tenant, without variation, set off
or deduction whatsoever, except for such income tax levied on
the income of the Landlord and the costs of structural repairs.
The Tenant is responsible for paying its proportionate share of
all property taxes and operating expenses, including, without
limitation, building insurance, common area maintenance,
landscaping, general maintenance, structural maintenance
(excluding inherent structural defects) and property management
fees ("operating costs").
The additional rentals will be estimated and the proportionate
share payable by the Tenant shall be that figure which is the
direct ratio that the rentable area of the demised premises
bears to the total rentable area of the building.
The additional rentals for 1995 are estimated to be Eight
Hundred Thirty Eight DOLLARS and Twenty Four CENTS ($838.24)
per month and are payable monthly at the same time as the basic
rent.
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At the end of each accounting year or each TWELVE (12) month
period commencing January 1st and ending December 31st,
whichever the Landlord shall determine, the Landlord shall
reconcile the amount of operating costs. A statement showing
these details shall be submitted to the Tenant within a
reasonable time of the end of such accounting period stating
also the amount of monthly installments for the ensuing
accounting year and any required payments or refunds to be made.
UTILITIES: The Tenant shall pay for all utilities consumed or used in the
demised premises during the term of the Lease and during the
period that the demised premises are being occupied for the
purpose of performing the Tenant's work, as defined below. The
obligation of the Tenant to pay for its share of the utilities
shall extend to, but not be limited to payment of heat, gas,
water, sewer, electrical light and/or power, and other energy
and telephone supplied to or used in the demised premises.
INCREASE If the Tenant's use of the demised premises increases building
BUILDING insurance, then the Tenant shall be responsible for the said
INSURANCE: increase.
EXISTING The Landlord shall ensure that all existing mechanical and
IMPROVEMENTS: electrical apparatus including but not limited to lighting,
lightbulbs, heaters, loading doors, are in normal operating
condition upon occupancy.
REPAIRS: The Tenant shall at its sole cost and expense keep in good
repair and condition all of the demised premises and every part
thereof including without limitation all glass within the Leased
Premises and all improvements, fixtures and furnishings within.
OCCUPANCY: The Tenant will have occupancy of the demised premises on
November 1, 1995.
OPTION The Tenant when not in default hereunder shall have One (1)
TO RENEW: further One (1) year option to renew, under the same terms and
conditions as herein contained and at the same base rate of
$2,193.00 per month.
If the tenant exercises this option to renew, the Tenant shall
notify the Landlord in writing at least Three (3) months prior
to the expiry of the initial term. If the Tenant does not wish
to exercise this option to renew, the Landlord may, during the
final Three (3) months of the Lease, place a "FOR LEASE" sign on
the property and enter the demised premises with prospective
Tenants during reasonable hours for the purpose of inspection,
with the prior approval of the Tenant, which approval shall not
be unreasonably withheld.
LEASE: Upon acceptance of this Offer, the Landlord may provide its
lease form which shall include the terms and conditions of this
Offer, and the Lease shall be executed by the Landlord and
Tenant; otherwise, this Offer to Lease will be the lease
document.
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EXTERIOR The Tenant shall have the Landlord's permission to
SIGN supply and install sign identification, the design and
IDENTIFICATION: location of which shall be subject to the approval of
the Landlord, said approval not to be unreasonably
withheld, and subject to Municipal Bylaws and
Regulations.
At the end of the Lease term the Tenant, at the Tenant's
expense, shall remove all sign identification, and make
good any damage as a result of such removal.
SUBORDINATION: This offer and any Agreement or Lease made pursuant
hereto and all rights of the Tenant hereunder shall be
subject and subordinate to all mortgages or other
security taken by lending institutions, now or hereafter
existing.
PARKING: The Tenant to have exclusive use of six (6) parking
stalls for the Tenant's employees and customers as shown
in Exhibit "A".
ASSIGN OR The Tenant shall not assign or sublet the demised
SUBLET: premises or any portion thereof without the Landlord's
written approval, such approval not to be unreasonably
withheld.
TENANTS The Landlord will allow the Tenant to make alterations
ALTERATIONS: to the demised premises to the Tenant's mode of
business, provided that the Tenant receives the
Landlord's prior written approval for said alterations
and approval by the Landlord of the Tenant's contractor.
Said approval shall not be unreasonably withheld.
The Tenant agrees to construct all improvements to
typical construction standards in a good and workmanlike
fashion and conforming to all applicable and relevant
codes and bylaws.
The Tenant will allow reasonable access to the Landlord
or the Landlord's representative to inspect the work in
progress.
TENANT'S The Landlord hereby agrees to permit the Tenant to
LEASEHOLD carry out, at the Tenant's expense, the following
IMPROVEMENTS: Leasehold Improvements:
1) install a pit, 5 feet long X 4.5 feet deep
X 16 inches wide, in the warehouse area. At
the end of the lease, the pit will be
filled in and the concrete floor put back to
its original condition.
2) Nil
DEPOSIT: Upon one business day of acceptance of this Offer to
Lease a rental deposit of Five Thousand Five Hundred
Eighty Nine DOLLARS and Ninety Four CENTS ($5,589.94)
is payable by certified cheque or bank draft to Re/Max
Real Estate Services "in trust". The deposit shall be
retained and applied as rent for the FIRST (1st) and
LAST months Basic Rent and the FIRST (1st) months Common
Area Cost due to under the Lease plus applicable Goods
and Services Tax (G.S.T.). If the Tenant fails to
execute and deliver the above mentioned Lease within the
above mentioned commencement date, the Tenant shall
forfeit the deposit as liquidated damages.
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The Deposit is made up as follows:
- First (1st) month's rent $2,193.00
- Last month's rent $2,193.00
- First (1st) month's Common Area Costs $ 838.24
- Seven percent (7%) G.S.T. $ 365.70
- TOTAL DEPOSIT $5,589.94
NO Tenant acknowledges that the demised premises are leased
REPRESENTATION: accepting all zoning and other land use restrictions, and it is
the Tenant's sole obligation to ensure that the intended use is
permitted. There have been no representations or Agreements
made by the Landlord or the Agent in any respect other than
contained in this agreement.
TRANSFER This Offer to Lease shall not be assignable or otherwise
OF AGREEMENT: transferable by the Tenant.
TIME OF Time will be of the essence of the Offer.
ESSENCE:
OFFER FOR This Offer to Lease, or Counter-Offer, will be open for
ACCEPTANCE: acceptance until 4:00 o'clock p.m. on October __, 1995 and upon
acceptance of the Offer to Lease, or Counter-Offer, by
accepting in writing and notifying the other party of such
acceptance there shall be a binding Agreement to Lease on the
terms and conditions set forth.
If the Tenant fails to take occupancy hereunder, the deposit
shall be forfeited, but the Landlord shall also be entitled to
xxx for damages in connection with any breach by the Tenant.
COMMISSION The Landlord hereby agrees to pay its agent, the Listing
PAYABLE BY Broker, a commission equal to One (1) month's basic rent along
THE with any Applicable Goods and Services Tax (G.S.T.). Upon
LANDLORD: the date set for occupancy or upon execution of the Lease,
whichever occurs first, the commission and G.S.T. is then due
and payable and may be deducted from the deposit, with any
remaining balance to be paid forthwith to the Landlord.
ACCEPTANCE Acceptance of this Offer may be communicated by facsimile
OF OFFER BY transmission of an accepted Offer or by delivery of such
FAX: facsimile without limiting other methods of communicating
acceptance available to the parties.
AGENCY See Exhibit "B".
DISCLOSURE:
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DATED AT Xxxxxxx, X.X. THIS DAY OF October, 1995.
) IKS CANADIAN KNIFE AND SAW LTD.
)
)
)
________________________________) Per:_________________________________
Witness Tenant
RECEIPT OF THE ABOVE MENTIONED DEPOSIT IS HEREBY ACKNOWLEDGED BY THE
UNDERSIGNED LISTING BROKER:
RE/MAX REAL ESTATE SERVICES Per:_________________________________
Xxxx X. Xxx
Listing Broker
DATED AT PORT COQUITLAM, B.C. THIS DAY OF October, 1995.
) SIGMA ENTERPRISES LTD.
)
)
)
________________________________) Per:_________________________________
Witness Landlord
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EXHIBIT "A"
ATTACHED HERETO AND FORMING PART OF THE OFFER TO LEASE DATED October 25, 1995
BETWEEN Sigma Enterprises Ltd., AS LANDLORD, AND IKS Canadian Knife and Saw
Ltd., AS TENANT.
[DIAGRAM]
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EXHIBIT "B"
ATTACHED HERETO AND FORMING PART OF THE OFFER TO LEASE DATED October 25, 1995
BETWEEN Sigma Enterprises Ltd., AS LANDLORD, AND IKS Canadian Knife and Saw
Ltd., AS TENANT
LIMITED DUAL AGENCY AGREEMENT
(CONSENT TO AGENT ACTING FOR BOTH TENANT AND LANDLORD AND TO LIMITING THE SCOPE
OF THE AGENCY RELATIONSHIP)
BETWEEN: RE/MAX REAL ESTATE SERVICES
XXXX X. XXX ("AGENT")
AND: IKS CANADIAN KNIFE AND SAW LTD. ("TENANT")
AND: SIGMA ENTERPRISES LTD. ("LANDLORD")
RE: 211 TO 213 9780 000 X XXXXXX, XXXXXXX ("PROPERTY")
Now therefore in order to facilitate the Lease of the Property the Tenant, the
Landlord, and the Agent hereby acknowledge and agree each with the other as
follows:
1. The Tenant and the landlord acknowledge and agree that it is not a
breach of duty to either of them for the Agent to act as agent for both
the Tenant and the Landlord and they hereby authorize and consent to the
Agent acting for both the Tenant and the Landlord as a limited dual
agent with respect to the purchase and sale of the Property.
2. Any previous agreements entered into between the Agent and either the
Tenant or the Landlord and the agency duties created by such agreements
are hereby modified by this Agreement and shall continue in full force
and effect except as modified herein. In the event of conflict the
provisions of this Agreement will apply.
3. The Tenant and the Landlord acknowledge and agree that with respect to
the purchase and sale of the Property the Agent and its salespersons
will be the agent for both the Tenant and the Landlord and will
represent both parties as a limited dual agent with the following
changes and limitations to its duties as agent:
a) the Agent will deal with the Tenant and the Landlord
impartially:
b) the Agent will have a duty of disclosure to both the Tenant and
the Landlord except that:
i) the Agent will not disclose that the Tenant is willing
to pay a price or agree to terms other than those
contained in the Offer, or that the Landlord is willing
to accept a price or terms other than those contained in
the Listing;
ii) the Agent will not disclose the motivation of the
Tenant to buy or the Landlord to sell unless authorized
by the Tenant or the Landlord;
iii) the Agent will not disclose personal information about
either the Tenant or the Landlord unless authorized in
writing;
c) without limiting 3(b) the Agent will disclose to the Tenant
defects about the physical condition of the Property known to
the Agent.
4. The Tenant and Landlord have both received and read the Real Estate
Board of Greater Vancouver Brochure "Working With an Industrial
Commercial Investment Real Estate Agent".
SIGNED, SEALED AND DELIVERED THIS __ DAY OF October, 1995
RE/MAX REAL ESTATE SERVICES XXXX X. XXX
AGENT PER SALESPERSON
IKS CANADIAN KNIFE AND SAW LTD.
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TENANT(S) SIGNATURE WITNESS TO TENANT(S) SIGNATURE(S)
SIGMA ENTERPRISES LTD.
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LANDLORD(S) SIGNATURE WITNESS TO LANDLORD(S) SIGNATURE(S)
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