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EXHIBIT 6(i)
THIS INDENTURE made the 28th of July, 1999.
IN PURSUANCE OF THE BRITISH COLUMBIA "LAND TRANSFER FORM ACT"
BETWEEN:
LYCO HOLDINGS LTD., a body corporate, duly Incorporated under
the laws of the Province of British Columbia, having its
registered office at 0000 - 0000 Xxxx Xxxxxxx Xxxxxx, xx xxx
Xxxx xx Xxxxxxxxx, xx xxx Xxxxxxxx xx Xxxxxxx Xxxxxxxx, X0X
0X0
(hereinafter called "the Landlord")
OF THE FIRST PART
AND: NETSENTRY TECHNOLOGY INC. a body corporate duly Incorporated
under the laws of the Province of British Columbia, having an
office at Suite 000 - 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(hereinafter called "the Tenant")
OF THE SECOND PART
WITNESSETH that in consideration of the rents, covenants and agreements
hereinafter reserved and contained on the part of the Tenant to be paid,
observed and performed, the Landlord hath demised and leased and by these
presents doth demise and lease unto the Tenant the demised premises as
hereinafter described, all on the terms, conditions and covenants as hereinafter
set forth.
1. DEMISED PREMISES
1.1 The demised premises when referred to in this lease shall mean the
premises outlined in red on the plan attached hereto as Schedule "A", being a
portion of the building located at 0000 Xxxxxxxx Xxxxxx, xx xxx Xxxx xx
Xxxxxxxxx, xx xxx Xxxxxxxx of British Columbia, more particularly described in
Schedule "B" hereto annexed.
2. RENTABLE AREA
"Rentable Area" of any premises on any floor or level of the building
means the area of the floor space therein as determined by the Landlord either
by actual measurement or from plans therefor in accordance with BOMA Standard
and it is agreed that as at the date hereof the Rentable Area of the premises
is as set out in Schedule "A" hereto.
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3. BASIC RENT
"Basic Rent" means the rent referred to in Article 3.1.
3.1 Yielding and paying therefor unto the Landlord annual Basic Rent for the
demised premises for the term hereof in the sum of Five Thousand Two Hundred and
Ninety-Nine Dollars ($5,299.00), lawful money of Canada, which sum shall not
include the Tenant's proportionate share of operating expenses for the said
period which shall be paid as hereinafter provided, payable in advance in equal
monthly installments of Four Hundred and Forty-One Dollars and Fifty-Eight Cents
($441.58), the first of such installments to be paid on the commencement date of
the term and subsequent installments on the first day of each month thereafter,
up to and including the 14th day of May, 2001, at the office of the Landlord at
P.O. Box 74587, 0000 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 or at
such other place as the Landlord may designate in writing.
3.2 Each and every payment of Basic Rent or additional rent accruing under the
provisions of this lease by the Tenant to the Landlord shall bear interest at
the rate of Two per cent (2%) per month (Twenty-four per cent (24%) per year)
from the date when same shall become payable under the terms of this lease until
the same shall be paid, and such interest shall accrue and be payable without
the necessity of any demand therefor being made.
4. TERM
4.1 TO HAVE AND TO HOLD the demised premises for and during the term of One
Year and Ten and One Half Months, to be computed from the 1st day of August,
1999, and thenceforth next ensuing, at the rental hereinafter covenanted to be
paid by the Tenant.
5. OPTION TO RENEW
5.1 The Landlord covenants and agrees that provided the Tenant is in no way in
default under the within lease, the Tenant shall have the option to extend the
term of this lease for a further period of two additional Terms of one year (1)
each commencing on the 15th day of June, 2001, the said extension to be
substantially upon the same terms, covenants and conditions as those contained
in the within lease save and except this option to renew and reflected in the
Xxxxxxxx's then standard form of lease and save and except that the rental
payable thereunder shall be at a rate to be agreed upon between the Landlord and
Tenant but in no event shall the annual Basic Rent for the first renewal period
be less than Seven Dollars ($7.00) per square foot. Failing agreement between
the Landlord and Tenant the annual rental is to be determined by arbitration
pursuant to the provisions of the British Columbia Commercial Arbitration Act.
Further, in order to exercise the option to extend the term as herein provided
the Tenant shall notify the Landlord, in writing, of the exercise of its option
to extend the term at least six (6) months prior to the date of completion of
the original term.
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6. USE OF DEMISED PREMISES
6.1 The Tenant shall use the demised premises for the purposes of network
equipment storage and maintenance, and testing for hardware and software product
development and for no other purpose without the written consent of the
Landlord.
7. TENANT'S COVENANTS
The Tenant covenants with the Landlord:
7.1 To pay rent.
7.2 To pay all charges for telephone and wire service, electric current
consumed on the Rentable Area for lighting and for office equipment and all
charges for maintenance and re-xxxxxxx of lighting fixtures within the Rentable
Area.
7.3 To maintain and replace from time to time as may be reasonably necessary
during the term of this lease all light fixtures, tubes, ballasts and starters
in the Rentable Area.
7.4 To pay any and all licence fees and taxes imposed in connection with the
occupancy of the demised premises, or with the particular business of the Tenant
or in connection with any form of equipment used by the Tenant in the demised
premises.
7.5 To repair, reasonable wear and tear and damage by fire, lightning tempest
and structural defect or act of God excepted.
7.6 That the Landlord may enter and view the state of repair and that the
Tenant will repair according to notice save as aforesaid.
7.7 That he will leave the demised premises in good repair.
7.8 To restore forthwith at the Tenant's expense from time to time any glass
on the demised premises broken or damaged as a result of the negligence of the
Tenant, its servants, agents, or invitees.
7.9 Not to do or suffer any waste or damage, disfiguration or injury to the
demised premises or the fixtures and equipment therein nor to permit or suffer
any overloading of the floors thereof, and not to use or permit the use of any
part of the demised premises for any dangerous, noxious or offensive trade or
business and not to permit, cause or maintain any nuisance or interference with
the comfort of any of the occupants of the said building,
7.10 Not to exhibit signs of any nature on walls, doors or windows nor to
install any window coverings without the prior written approval of the Landlord.
7.11 Not to do or permit to be done whereby any policy or insurance on the said
building or any part thereof may become void or voidable or whereby the premium
thereon may be increased.
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7.12 The Tenant shall not assign or sublet in whole or in part without the
Landlord's prior consent in writing and without first offering the demised
premises to the Landlord at the same rent and on the same terms as herein set
out. Should the Landlord having first been offered the demised premises by the
Tenant as aforesaid fail to accept such offer within thirty (30) days from the
date such offer is received in writing by the Landlord, then the Tenant may with
the Landlords prior consent in writing, which consent shall not be unreasonably
withheld, assign or sublet, the demised premises to any person, persons, firm,
partnership or corporation, provided that no such assignment, or subleting shall
be made to any person, persons, firm, partnership or corporation carrying on any
business which the Landlord is obliged to restrict by reason of any other lease
or contract relating to the building.
7.13 To keep the demised premises free of rubbish and debris at all times and
to provide proper receptacles for waste and rubbish and to engage the services
of the building janitorial service company on a minimum weekly basis to sweep
the floors, clean the interior surface of the exterior windows, dust the desks,
tables, other furniture, light fixtures, airducts and venetian blinds, empty
waste paper baskets and vacuum any carpeting, all in accordance with normal
office cleaning standards.
7.14 To abide by and comply with all laws, rules end regulations of every
municipal or other authority which in any manner relate to or affect the
business or profession of the Tenant or the use of the demised premises by the
Tenant and to save harmless the Landlord from all costs, charges or damages to
which the Landlord may be put or suffer by reason of the breach by the Tenant of
any such law, rule or regulation.
7.15 The Tenant shall not install any equipment which will exceed or overload
the capacity of any utility, electrical or mechanical facilities in the demised
lease and the Tenant will not bring into the demised premises or install any
utility, electrical or mechanical facility or service which the Landlord does
not approve. The Tenant agrees that if any equipment installed by the Tenant
requires additional utility, electrical or mechanical facilities, the Landlord
may, in its sole discretion, if they are available, elect to install them at the
Tenant's expense and in accordance with plans and specifications to be approved
in advance in writing by the Landlord.
7.16 That the Landlord or its agents may at any time enter upon the demised
premises for the purpose of examining the same, or for the making of any
repairs, alterations, improvements or additions to the demised premises or the
building of which the same form a part which the Landlord shall deem necessary
or desirable,
7.17 To permit the Landlord, or its agents, to show the demised premises at any
reasonable time to any prospective purchasers or, within the six (6) months
immediately preceding the expiry of this Lease, any prospective tenant, and in
either case to allow the exhibiting of the usual for sale or leasing notices on
the exterior of the demised premises.
7.18 The Tenant further covenants to indemnify the Landlord and save it
harmless from any and all liability, damage, cost, claims, and causes of actions
whatsoever arising from any breach or violation of any of the Tenant's
obligations under this lease or from the use and occupation of the demised
premises by the Tenant hereunder, and to furnish evidence of public liability
insurance coverage satisfactory to the Landlord. The landlord covenants he will
maintain in force at all times adequate insurance coverage on the Building and
other Common areas.
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It is the intention of the parties that the Tenant shall take out,
maintain in force at all times, pay for and deliver to the Landlord all of the
policies of insurance hereinabove referred to at such times and in such manner
so that the Landlord shall at all times during the term of this Lease be in
possession of paid up policies which are in full force and effect.
7.19 Not to register this Lease against the title to the demised premises.
8. COVENANTS OF THE LANDLORD
The Landlord covenants with the Tenant:
8.1 For quiet enjoyment,
8.2 To maintain and operate during normal office hours an efficient heating
and air-conditioning system, if any, in the building of which the demised
premises form a part.
8.3 To provide standard building cleaning and janitorial services in the
building's common areas, during the term of this Lease; the Landlord to be
responsible for the performance of such work, but not for negligent or dishonest
acts on the part of the person or persons employed by the Landlord or its
contractors to perform such work.
8.4 To provide adequate washrooms for the use of the Tenant in common with
other tenants.
8.5 Subject to Article 11.1 provide elevator service at all times,
8.6 To provide access to the demised premises for the Tenant, its employees
and agents, and all other persons lawfully requiring communication with it
during normal business hours as set out in the rules and regulations attached
hereto and at other times subject to such security and control measures as the
Landlord may from time to time institute.
8.7 To repair and keep in repair as may be necessary, the common areas, roof,
exterior and structure of the building of which the demised premises form a part
and the plumbing, heating, electrical and ventilating systems, equipment, and
apparatus thereof, and to make all necessary structural repairs and
replacements.
9. ALTERATIONS AND INSTALLATIONS
9.1 The Tenant shall make no alterations, installations, removals, additions
or improvements in or about the demised premises without the Landlord's prior
written consent and in the event of such consent the Tenant shall have such work
performed by competent contractors and sub-contractors to whom the Landlord
shall have approved, such approval not to be unreasonably withheld (except that
the Landlord may require that the Landlord's contractors and sub-contractors be
engaged for any plumbing, mechanical or electrical work) at Tenant's sole
expense. Any out-of-pocket expense incurred by the Landlord in connection with
any such request
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for approval shall be paid by the Tenant to the Landlord promptly upon receipt
of invoices therefor from the Landlord.
9.2 All alterations, additions, partitions and built in cabinet-work and
fixtures, and wall to wall carpeting and fixtures whether placed there by the
Tenant or the Landlord, shall at the expiration or earlier termination of this
lease become the Landlord's property without compensation therefor to the Tenant
and shall not be removed from the demised premises by the Tenant at any time.
All articles or personal property and all furniture, business and trade
fixtures, and machinery and equipment, owned or installed by the Tenant at the
expense of the Tenant in the demised premises shall remain the property of the
Tenant and may be removed by the Tenant at its expanse. Providing that the
Tenant shall repair any damage to the demised premises or the building in which
the demised premises are located caused by the aforesaid removal. If the Tenant
does not remove its property forthwith after written demand by the Landlord,
such property shall if the Landlord elects be deemed to become the Landlord's
property or the Landlord may remove the same at the expense of the Tenant the
cost of such removal to be paid by the Tenant forthwith to the Landlord on
written demand, the Landlord not to be responsible for any loss or damage to
such property because of such removal.
10. EXAMINATION OF DEMISED PREMISES
10.1 The Tenant shall examine the demised premises and the building before
taking possession hereunder and acknowledges that it is taking the demised
premises in an as is condition except for any improvements as agreed to in
writing by the parties hereto. No promise of the Landlord to alter, remodel or
improve the demised premises or the building, except for any improvements as
agreed to in writing by the parties hereto, and no representation respecting the
condition of the demised premises or the building has been made by the Landlord,
11. LIABILITY FOR PROPERTY DAMAGE AND/OR PERSONAL INJURY
11.1 The Landlord shall not be responsible for any damage which may be caused,
nor shall the Tenant be entitled to claim any diminution of rent or other
compensation, should it become advisable in the sole discretion of the Landlord,
for any reasonable cause to stop the operation of the elevators or heating
apparatus or air-conditioning apparatus or electric light or water service, or
any of the engines, boilers or machinery appertaining thereto, but in such case
the Landlord shall use its best efforts to recommence any such operations, as
may have been effected and the Landlord shall not be liable for any damage which
may be caused to the Tenant or to the employees of the Tenant through the use
made by them of such elevators or for unavoidable delay in furnishing heat or in
the operating of the elevators or air-conditioning system. The Landlord shall
not be liable for any damage in or upon the demised premises, arising from any
reason or cause whatsoever, or for any personal injury sustained by the Tenant,
its officers or employees, or other persons, or for any property loss, howsoever
occurring, and the Tenant shall have no right to any diminution of rent in any
of such cases; and without restricting the generality of the foregoing, the
Landlord shall not be liable for any injury or damage to persons or property
resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain or snow or leaks from any part of the building or from pipes, appliances or
plumbing works or from the roof, street or sub-surface, or from any other place,
or by dampness, or for any such injury or damage by any cause of whatsoever
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nature, provided such injury or damage is not caused by the negligence of the
Landlord or its servant or agent,
11.2 The Tenant shall reimburse the Landlord for all expenses, damages, losses
or fines incurred or suffered by the Landlord by reason of any breach, violation
or non-performance by the Tenant of any covenant or provision of this lease or
by reason of damage to persons or property caused by the Tenant, its servants or
agents.
11.3 The Tenant shall give the Landlord immediate notice in case of fire or
accident in the demised premises or in the building of which the demised
premises form a part.
12. DAMAGE TO OR DESTRUCTION OF THE DEMISED PREMISES
12.1 Should the demised premises or the building containing them be damaged by
fire or other casualty so as to render the demised premises partially or wholly
unfit for occupancy:
(a) if the damage cannot reasonably be repaired within One Hundred and
Twenty (120) days after the date thereof, either party may terminate
this lease as of the said date by notice to the other given within
Thirty (30) days after such damage, and in that case the Tenant
shall immediately surrender the demised premises to the Landlord and
shall pay rent accrued to the date on which the said damage occurred
but shall not be entitled to any damages or compensation;
(b) if the damage can reasonably be repaired within One Hundred and
Twenty (120) days after the date thereof or if neither the Tenant
nor the Landlord shall have given notice of termination pursuant to
the provisions of clause (a) the Landlord shall forthwith commence
and carry out with due diligence the repair thereof, and this lease
shall continue in full force and effect save that the rent hereby
reserved shall xxxxx proportionately, having regard to such part of
the demised premises as has been rendered unfit for occupancy, until
the repairs have been completed;
(c) provided that there shall be no abatement of rent:
(i) if such fire or other casually shall be caused by or be due to
the negligence of the Tenant, its servants, agents, employees
or invitees;
(ii) for any time required for the replacement or repair of any
property of the Tenant.
13. EXPROPRIATION
13.1 If the demised premises shall be acquired or condemned by any authority
having the power for such acquisition or condemnation for any public or
quasi-public use or purpose then and in that event the term of this lease shall
cease from the date of entry by such authority. If only a portion of the demised
premises shall be so acquired or condemned this lease shall cease and terminate
at the Landlord's option and if such option is not exercised by the Landlord an
equitable
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adjustment of rent payable by the Tenant for the remaining portion of the
demised premises shall be made. In either event, however, and whether all or
only a portion of the demised premises shall be so acquired or condemned,
nothing herein contained shall prevent the Landlord or the Tenant or both from
recovering damages from such authority for the value of their respective
interests or for such other damages and expenses allowed by law.
14. OPERATING EXPENSES AND ADDITIONAL RENT
14.1 The term operating expenses as used herein shall mean and include all
expenses incurred and payable by the Landlord in the operation, maintenance,
repair and management of the lands and premises described in Schedule "B"
hereto, being expenses which are ordinarily chargeable against income in
accordance with good accounting practice and without restricting the generality
of the foregoing shall include:
(a) all taxes, rates, duties, levies and assessments whatsoever, whether
municipal, parliamentary, school or otherwise, charged in a calendar
year upon the buildings on the lands, the lands, and all
improvements now or hereafter thereon, or upon the Landlord on
account thereof, including any Corporation Capital Tax and Goods and
Services Tax (or like taxes instituted in substitution therefor) and
including all taxes, rates, duties, levies and assessments for local
improvements, and including all taxes, rates, duties, levies and
assessments whatsoever imposed on rents or imposed on the Landlord
with respect to rents but excluding taxes otherwise payable on
income or profits;
(b) fuel and operating expenses incurred in heating, ventilating and
air-conditioning the building;
(c) utility expenses, water rates, licences and insurance;
(d) electric power and lighting expenses, other than those referred to
in Article 7.2 hereof;
(e) salaries and wages (including the employee benefits, workers'
compensation) and the costs of independent service contracts
incurred in the cleaning, maintenance and/or operation of the
building, grounds and parking areas, including snow removal and
gardening services;
(f) the costs of cleaning, washroom and other building supplies;
(g) administration and management expenses, accounting, audit and legal
expenses and miscellaneous general expenses, but excluding debt
interest, and capital retirement of debt;
(h) depreciation (computed by the Landlord in accordance with accounting
principles generally accepted in the Province of British Columbia)
of fixtures and equipment which by their nature require periodic
replacement, but excluding buildings and structures and permanent
parts thereof;
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(i) in any given period a portion of the capital cost of and
installation cost of any machinery, electrical services,
air-conditioning, and air-exchange equipment, plumbing, devices,
equipment replacing or upgrading services installed in, or utilized
in connection with, the building, whether installed in the building
in the first instance as part of its original design, or thereafter,
which portion shall be determined by the Landlord amortizing the
costs over the reasonable expected life of the same as determined by
the Landlord.
14.2 The term "Proportionate Share" means the amount which bears the same
proportion to an amount of operating expense as the Rentable Area bears to the
total rentable areas of the building.
14.3 The Landlord shall estimate, from time to time, operating expenses and the
Proportionate Share in advance for each year, or shorter period as the Landlord
may determine, during the term hereof, and the Tenant agrees to pay as
additional rent such estimated Proportionate Share to the Landlord in equal
monthly installments, each in advance. A statement showing details of the
estimated Proportionate Share, including the commencement and completion date of
the period for which the estimate is made, shall, at the Tenants expense, be
submitted to the Tenant before the beginning of each year, or a portion thereof,
of the term hereof, for which the estimate is made.
14.4 The Landlord shall furnish to the Tenant, on or before the day being one
month after the last date for which an estimate of the Proportionate Share is
made, a statement of operating expenses and the Proportionate Share during the
immediately preceding year, or portion thereof, as the case may be, during the
term hereof. Within ten (10) days after delivery of such statement, the Landlord
or the Tenant (as the case may be) shall make the appropriate adjusting payment
in the amount of the difference between the Proportionate Share actually paid by
the Tenant during the preceding year or portion thereof and the actual
Proportionate Share that should have been paid on the basis of the Proportionate
Share set out in such statement.
14.5 It is the purpose, intent and agreement of the Landlord and the Tenant
that the annual rent payable hereunder shall be completely and absolutely
payable net to the Landlord, and the Tenant covenants and agrees with the
Landlord that this lease shall yield net to the Landlord the rents of this lease
hereinbefore set out during the whole term thereof, free and clear of any
charges, assessments, impositions or deductions or set-off and under no
circumstances or conditions, whether now existing or hereafter arising, or
whether beyond the present contemplation of the parties shall the Landlord be
expected or obligated by virtue of this lease or ownership of the land or
otherwise to make any payment of any kind whatsoever or be under any obligation
or liability hereunder or in respect of the said land except as herein otherwise
expressly set forth, and that all costs, expenses, obligations and liabilities
of every kind and nature whatsoever relating to the Rentable Area which may
arise or become due during or in respect of the term of this lease shall be
payable and will be paid by the Tenant, and the Tenant covenants to indemnify
and save harmless the Landlord from and in respect of any and all such costs,
expenses, obligations and liabilities.
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15. DEFAULT
15.1 The Tenant further covenants with the Landlord that if any payments of
Basic Rent, or additional rent as hereinbefore provided, or any part thereof,
whether the same are demanded or not, are not paid when they become due, or if
the Tenant shall violate or neglect any covenant, agreement or stipulation
herein contained on its part to be kept, performed or observed or in case the
demised premises shall be vacated or become vacated or remain unoccupied for
fifteen (15) days, then and in any such case the Landlord in addition to any
other remedy now or hereafter provided by law may at its option cancel and annul
this lease forthwith and re-enter and take possession immediately by force if
necessary without any previous notice of intention to re-enter and may remove
all persons and property therefrom and may use such force and assistance in
making such removal as the Landlord may deem advisable to recover at once full
and exclusive possession of the demised premises and such re-entry shall not
operate as a waiver or satisfaction in whole or in part of any right, claim or
demand arising out of or connected with any breach or violation by the Tenant of
any covenant or agreement on its part to be performed.
15.2 If the term hereby granted or any of the goods or chattels of the Tenant
shall be at any time seized or taken in execution or attachment by any creditor
of the Tenant or if the Tenant shall become insolvent or bankrupt or make any
assignment for the benefit of creditors, or being an incorporated company if
proceedings be begun to wind-up the said company, or in case of non-payment of
rent at the times herein provided, or in case the premises or any part thereof
become vacant and unoccupied for a period of five (5) days or be used by any
other person or persons, or for any other purpose than as hereinbefore provided,
without the consent of the Landlord, this Lease shall, at the option of the
Landlord, cease and be void, and the term hereby created expire and be at an
end, anything hereinbefore to the contrary notwithstanding, and the then current
month's rent and three (3) months' additional rent shall thereupon immediately
become due and payable, and the Landlord may re-enter and take possession of the
premises as though the Tenant or his servants or other occupants of the premises
were holding over after the expiration of the said term, and the term shall be
forfeited and void.
16. DISTRESS
16.1 Whensoever the Landlord shall be entitled to levy distress against the
goods and chattels of the Tenant it may use such force as it may deem necessary
for the purpose and for gaining admission to the demised premises without being
liable to any action in respect thereof or for any loss or damage occasioned
thereby and the Tenant hereby expressly releases the Landlord from all action
proceedings, claims or demand whatsoever for or on account or in respect of any
such forcible entry or any loss or damage sustained by the Tenant in connection
therewith,
17. LANDLORD'S EXPENSES ENFORCING LEASE
17.1 In the event that it shall be necessary for the Landlord to retain the
services of a Solicitor or any other proper person for the purpose of assisting
the Landlord in enforcing any of its rights hereunder in the event of default on
the part of the Tenant it shall be entitled to collect from the Tenant the cost
of all such services as if the same were rent reserved and in arrears hereunder.
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18. RE-LOCATION
18.1 The Tenant acknowledges and agrees that the Landlord may in its discretion
at any time during the term of this Lease or any renewals, re-locate the Demised
Premises to a reasonable location within the building upon Sixty (60) days
written notice to the Tenant, which relocation shall be to premises of
comparable size and on the same terms and conditions as those contained in this
Lease. If the Tenant refuses to accept the new location within thirty (30) days
of receiving the Landlord's notice, the Landlord may, at the Landlord's option,
terminate this Lease. All reasonable third party out-of-pocket moving expenses
directly incurred by the Tenant in connection with the re-location shall be
borne by the Landlord and the Landlord will construct the new premises for the
Tenant to the same standard as applied to the old premises. The Tenant agrees to
execute such documentation as may be required by the Landlord to give effect to
the relocation herein contemplated including any lease amending agreement
requested by the Landlord.
19. WAIVER
19.1 The failure of either party to insist upon strict performance of any
covenant or condition contained in this lease or in the rules and regulations
attached hereto shall not be construed as a waiver or relinquishment for the
future of any such covenant, condition or rules and regulations. The acceptance
of any rent or the performance of any obligation hereunder by a person other
than the Tenant shall not be construed as an admission by the Landlord of any
right, title or interest of such person as a sub-Tenant, assignee, transferee or
otherwise in the place and stead of the Tenant.
20. HOLDOVER
20.1 If the Tenant shall holdover after the expiration of the term granted and
the Landlord shall accept rent the new tenancy thereby created shall be deemed a
monthly tenancy and not a yearly tenancy and shall be subject to the covenants
and conditions herein contained insofar as the same are applicable to a tenancy
from month to month.
21. RULES AND REGULATIONS
21.1 The Tenant and its servants, employees and agents shall observe faithfully
and comply strictly with the rules and regulations attached hereto as Schedule
"C" and made part of this lease and such other and further reasonable rules and
regulations as the Landlord may from time to time adopt. Written notice of any
additional Rules and Regulations shall be given to the Tenant. Nothing in this
lease contained shall be construed to impose upon the Landlord any duty or
obligation to enforce the rules and regulations or the terms, covenants or
conditions in any other lease against any other Tenant of the building of which
the demised premises form a part, and the Landlord shall not be liable to the
Tenant for violation of the same by any other Tenant its servants, employees,
agents, visitors or licencees.
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22. INABILITY TO PERFORM
22.1 The Landlord does not warrant that any service or facility provided by it
hereunder will be free from interruptions caused or required by maintenance,
repairs, renewals, modifications, strikes, riots, insurrections, labour
controversies, accidents, fuel shortages, Governmental intervention, force
majeure, act of God or other cause or causes beyond the Landlord's reasonable
care and control. No such interruption shall be deemed an eviction or
disturbance of the Tenant's enjoyment of the demised premises nor render the
Landlord liable in damages to the Tenant nor relieve the parties from their
obligations under this lease provided that the Landlord shall without delay take
all reasonable steps to remove the cause of such interruptions.
23. NOTICES
23.1 All notices, demands and communications hereunder to either party shall be
given by personal delivery or by registered mail, postage prepaid, and if
intended for the Landlord shall be addressed to P.O. Box 74587, 0000 Xxxx 0xx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 and if intended for the Tenant
shall be addressed to 150-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, or
at such other address as either party may notify the other of in writing, and
any such notice, demand or communications shall be effective as of the day of
such personal delivery or as of two (2) days following the date of such posting,
as the case may be.
24. GUARANTOR
24.1 The Guarantor, if any, for divers valuable consideration hereby covenants,
promises and agrees with the Landlord that it will at all times pay or cause to
be paid to the Landlord the rents hereby reserved and other monies hereby
secured at the time or times respectively appointed therefor, and it will
observe and perform or cause to be observed or performed all the covenants,
terms, provisions, stipulations and conditions herein contained on the part of
the Tenant to be observed and performed and that it will at all times indemnify,
protect and save harmless the Landlord from all loss, costs and damage in
respect of this lease and every matter and thing herein contained. No
indulgences shown by the Landlord in respect of any default by the Tenant which
may arise under this lease and no extension or extensions granted by the
Landlord to the Tenant for payment of the monies hereby secured or for the
doing, observing and performing of any covenant, agreement, matter or thing
herein contained to be done, observed or performed by the Tenant nor any
dealings between the Landlord and the Tenant shall in anywise modify, alter,
vary or in anywise prejudice the Landlord or affect the liability of the
Guarantor in any ways under this covenant which shall continue and be binding on
the Guarantor as well after as before default and as well during as after expiry
of this lease until the said monies are fully paid and satisfied.
25. EXECUTION OF LEASE
25.1 It is agreed that the Landlord shall not be required to deliver a copy of
this Lease in registrable form under the Land Titles Act.
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26. INTERPRETATION
26.1 Where required the singular number shall be deemed to include the plural
and the neuter gender the masculine or feminine. Where there is more than one
Tenant, or more than one guarantor they shall be jointly and severally bound to
the fulfilment of their obligations hereunder. The captions herein are for
convenience only and shall not constitute a part of this lease. The definition
of any words used in any article of this lease shall apply to such words when
used in any other article hereof whenever the context is consistent.
26.2 This Indenture shall be construed in accordance with the laws of British
Columbia.
This Indenture shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assigns.
IN WITNESS WHEREOF the parties hereto have affixed their corporate seals in the
presence of their officers duly authorized in that behalf, or have hereunto set
their hands and seals, as the case may be, on the day and year first above
written.
THE COMMON SEAL of LYCO HOLDINGS )
LTD. was hereunto affixed in the presence )
of: )
)
[SIG] ) C/S
------------------------- )
Authorized Signatory )
)
)
)
)
)
THE COMMON SEAL of NETSENTRY )
TECHNOLOGY INC. was hereunto affixed )
in the presence of )
)
[SIG] ) C/S
----------------------------------- )
Authorized Signatory )
)
)
----------------------------------- )
Authorized Signatory )
)
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SCHEDULE "A"
RENTABLE AREA OF THE PREMISES IS 757 SQUARE FEET
[MAP]
15
SCHEDULE "B"
LOCATION OF OFFICE BUILDING
ALL AND SINGULAR that certain parcel or tract of land and premises situate,
lying and being in the City of Vancouver, in the Province of British Columbia,
and being composed of:
Parcel Identifier: 000-000-000
Lot 2 of Lot 38
Block 76 District Lot 541
Plan LMP301
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SCHEDULE "C"
RULES AND REGULATIONS
1. The entrances, vestibules, passages, corridors, halls, elevators and
stairways shall not be encumbered or obstructed by Tenant, Tenant's agents,
servants, employees, licensees or visitors, or be used by them for any purpose
other than for ingress and egress to and from the demised premises. Landlord
reserves the right to restrict and regulate the use of aforementioned public
areas of the building by Tenants, Tenant's agents, employees, servants,
licensees and visitors and by persons making deliveries to Tenant, (including
if the building is elevatored, but not limited to, the right to allocate certain
elevator or elevators, if any, and the reasonable hours of use thereof for
delivery service) and the right to designate which building entrance or
entrances shall be used by persons making deliveries in the building.
2. No awnings or other projections shall be attached to the outside walls of
the building. No curtains, blinds, shades or screens shall be attached to, or
hung in, or used in connection with, any window or door of the demised premises,
without the prior written consent of Landlord. Such curtains, blinds, shades,
screens or other fixtures must be of a quality type, design and colour, and
attached in the manner approved by the Landlord.
3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by Tenant on the outside of the Demised Premises
or the building without the prior written consent of Landlord. In the event of
the violation of the foregoing by Xxxxxx, Landlord may remove same without any
liability, and may charge the expense incurred by such removal to Tenant.
Interior signs on doors shall be inscribed, painted, or affixed for Tenant by
Landlord or by sign painters, first approved by Landlord, at the expense of
Tenant, and shall be of a size, colour, and style acceptable to Landlord.
4. Building directory tablet will be furnished and installed at the expense
of Landlord and the number of listings thereon for Tenant shall be at the
discretion of Landlord.
5. The windows and doors, and, if any, the sashes, sash doors, and skylights,
that reflect or admit light and air into the halls, passageways, or other public
places in the building shall not be covered or obstructed by Tenant, nor shall
any bottles, parcels, or other articles be placed on the windowsills.
6. No showcases or other articles shall be put in front of or affixed to any
part of the exterior of the building, nor placed in the halls, corridors, or
vestibules without the prior written consent of Landlord.
7. The water and wash closets and other plumbing fixtures shall not be used
for any purposes other than those for which they were constructed, and no
sweeping, rubbish, rags or other substances shall be thrown therein. All damages
resulting from any misuses of the fixtures by Xxxxxx, its servants, employees,
agents, visitors, or licensees, shall be borne by Tenant.
8. Tenant shall not mark, paint, drill into, or in any way deface any part of
the demised premises or the building. No boring cutting or stringing of wires
shall be permitted except with the prior written consent of Landlord and as
Landlord may direct. Only contractors approved in writing by Landlord may be
employed by Tenant for making repairs, changes or any improvements to the
demised premises. Tenant shall, for the quiet enjoyment of other tenants,
provide floor coverings in the demised premises sufficient to eliminate or
deaden sound from travelling between floors or
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to adjacent premises. Tenant, however, shall not lay floor coverings so that the
same shall come in direct contact with the floor of the demised premises, and,
if wall to wall carpeting, linoleum or other similar floor coverings are desired
to be used and such use is approved by Landlord, an interlining of builders
deadening felt shall be first affixed to the floor, by a paste or other
material, soluble in water, the use of cement or similar adhesive material being
expressly prohibited. Metal cabinets shall be set on a non-corrosive pad
wherever the floors are tiled.
9. No bicycles, vehicles or animals of any kind shall be brought into or kept
in or about the building or the demised premises excepting that those vehicles
so authorized by the Landlord may enter and be kept in the building's parking
facilities.
10. No space in the building shall be used for manufacturing or for lodging,
sleeping, or any immoral or illegal purposes. No auction sales shall be made
by Tenant without the prior written consent of Landlord.
11. Tenant shall not make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighbouring buildings
or premises or those having business with them whether by the use of any musical
instrument, radio, television, talking machine, unmusical noise, whistling,
singing, or in any other way. Tenant shall not throw anything out of the doors,
windows, or skylights, if any, or down the passageways, stairs or elevator
shafts nor sweep anything into the corridors, hallways or stairs of the
building.
12. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by Tenant, nor shall any changes whatsoever be made to existing
locks or the mechanics thereof except by the Landlord, at its option. Tenant
shall not permit any duplicate keys to be made, but additional keys as
reasonably required shall be supplied by the Landlord when requested by the
Tenant in writing and such keys shall be paid for by the Tenant, and upon
termination of this Lease, the Tenant shall surrender to the Landlord all keys
of the demised premises and other part or parts of the building.
13. All removals or the carrying in or out of all safes, freight, furniture,
or bulky matter of any description must take place during the hours which
Landlord may determine from time to time. Landlord reserves the right to inspect
all freight to be brought into the building and to exclude from the building all
freight which violates any of these Rules and Regulations or the Lease of which
these Rules and Regulations are a part.
14. Tenant shall not occupy or permit any portion of the demised premises to
be occupied for the possession, storage, manufacture, or sale of narcotics or
drugs.
15. The Landlord shall retain the right to prescribe the weight and proper
position of any metal safes or other heavy articles which the Tenant may wish to
bring upon the demised premises and all damage done to the building or any part
thereof, by such safe or heavy article being taken into, kept within or removed
from the building by or for the Tenant shall be made good and paid for by the
Tenant.
16. Tenant shall not use the name of the building or the Owner in any
advertising without the express consent in writing of Landlord. Landlord shall
have the right to prohibit any
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advertising by any Tenant which, in any way, tends to impair the reputation of
the building or its desirability as a building for offices, and upon written
notice from Landlord, Tenant shall refrain from or discontinue such advertising.
17. Each Tenant, before closing and leaving the demised premises at any time,
shall see that all entrance doors to the demised premises are closed and locked.
18. Each Tenant shall, at its expense, provide artificial light for the
employees of Landlord or its contractors while doing janitors' service or other
cleaning and in making repairs or alterations in said demised premises. Landlord
shall be in no way responsible to any Tenant for loss of property from the
demised premises, however occurring, or for damage done to the furniture or
other effects of any Tenant by Landlord's agents, other janitors, cleaners,
employees, or contractors doing work in the demised premises.
19. The requirements of Tenants will be attended to only upon application to
the Building Manager or such other authorized representative as the Landlord may
designate in writing. Landlord's employees shall not perform any work or do
anything outside of their regular duties, unless under specific instructions
from the office of the Landlord from the Building Manager or other
representatives as aforesaid.
20. Canvassing, soliciting, and peddling in the building are prohibited, and
Tenant shall co-operate to prevent the same.
21. No hand trucks, except those equipped with rubber tires and side guards,
shall be used in any space or in public halls of the building, either by Tenant
or by jobbers or others.
22. Without first obtaining Landlord's written permission, Tenant shall not
install, attach, or bring into the demised premises any equipment, other than
normal office equipment such as electric typewriters, calculators, and the like,
or any instrument, duct, refrigerator, air conditioner, water cooler, or any
other appliance requiring the use of gas, electric current, or water. Any breach
of this covenant will authorize Landlord to enter the demised premises, remove
whatever Tenant may have so installed, attached, or brought in, and charge the
cost of such removal and any damage that may be sustained thereby, as additional
rent, payable at the option of Landlord, immediately or with the next month's
rent accruing under this Lease.
23. Landlord reserves the right to exclude from the building during
non-business hours - such as before 7:30 a.m. and after 5:30 p.m. on weekdays
and during all hours on Saturdays, Sundays and full holidays - all persons not
authorized by Tenant in writing, by pass, or otherwise, to have access to the
building and the demised premises. Landlord from time to time shall provide
Tenant with a schedule of such non-business hours. Each Tenant shall be
responsible for all persons authorized to have access to the building and shall
be liable to Landlord for all of their acts while in the building. When
security service is in effect during non-business hours, entrance, deliveries,
and exits shall be made via designated entrance and Landlord may require all
persons to sign a register on entering and leaving the building.
24. Tenant shall at all times keep draperies adjusted to block the direct rays
of the sun in order to avoid overloading the air conditioning systems, if any.
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25. Neither Tenant nor its servants, employees, agents, visitors, or licensees
shall at any time bring or keep upon the demised premises any inflammable,
combustible, or explosive fluid, chemical or substance, nor do nor permit to be
done anything in conflict with any insurance policy which may or might be in
force upon the Building or any part thereof or with the laws relating to fires,
or with the regulations of the Fire Department or the Health Department, or with
any of the rules, regulations or ordinances of the City in which the demised
premises are located, or of any other duly constituted authority.
26. Tenant shall not, without first obtaining Landlord's prior written
approval, do any cooking, conduct any restaurant, luncheonette, or cafeteria for
the sale or service of food or beverages to its employees or to others, or cause
or permit any odours of cooking or other processes of any unusual or
objectionable odours to emanate from the demised premises. Tenant shall not,
without first obtaining Landlord's prior written approval, install or permit the
installation or use of any food, beverage, cigarette, cigar, or stamp dispensing
machine; or permit the delivery of any food or beverage to the demised premises,
except by such persons delivering the same as shall be approved by Landlord. No
food or beverages shall be carried in the public halls or elevators except in
closed containers.
27. Tenant may request heating and/or air conditioning during other periods in
addition to normal working hours by submitting its request in writing to the
Building Manager's office or the office of such other authorized representative
as the Landlord may designate in writing no later than 12 o'clock noon the
preceding workday (Monday through Friday). The request shall clearly state the
start and stop hours of the "off-hour" service. Tenant shall submit to the
Building Manager a list of personnel who are authorized to make such requests.
Charges are to be determined when Building is in operation and shall be fair and
reasonable and reflect the additional operating costs involved and the necessity
of having maintenance personnel on duty for a full shift regardless of the
actual time the equipment is in use. If two or more Tenants originate such
requests, charges shall be pro-rated for hours of simultaneous operation.
28. The Tenant will ensure the demised premises are kept clean and free of
waste and debris at all times. The Tenant must use the janitorial service
recommended by the Landlord at least once each week during the term of the lease
unless the Tenant requires a specialized service because of the nature of the
Tenant's business.
