EXTENSION AGREEMENT
THIS AGREEMENT made as of the 4th day of February, 2000.
B E T W E E N:
XXXX XXXXX INVESTMENTS
(the "Landlord")
-and-
1054323 ONTARIO LIMITED
o.a. Absolute Wheel & Tire
(the "Tenant")
WHEREAS:
By an Offer to Lease dated the 28th day of November, 1994, (hereinafter
called the "Lease") the Landlord leased to the Tenant for a term ("Term") of
Five (5) years commencing on the 1st day of December, 1994 and expiring on the
31st day of March, 2000.
Covering certain premises (the "Leased Premises"), comprising an area
of approximately 5,025 square feet located at 0000 Xxxxxxxx Xxxxxx, Xxxx 0,
Xxxxx Xxxx, Xxxxxxx.
NOW THEREFORE the parties agree as follows:
1. The Term of the Lease is hereby extended for a further period of FIVE (5)
years commencing on the 1st day of April, 2000 and expiring on the 31st day of
March, 2005 (the "Extended Term") upon the same terms, covenants and conditions
including the right of renewal as are contained in the Lease.
2. The Tenant and the Landlord acknowledge and agree that the Lease is hereby
amended as follows:
During the period from and including 1st day of April, 2000 to and including
31st day of March, 2001, the Tenant shall pay to the Landlord as Minimum Rent
the annual sum of TWENTY TWO THOUSAND SIX HUNDRED AND TWELVE 50/100 Dollars
($22,612.50) payable in equal consecutive monthly installments of ONE THOUSAND
EIGHT HUNDRED AND EIGHTY-FOUR 38/100 Dollars ($1,884.38), based on a rate of
$4.50 per square foot.
During the period from and including 1st day of April, 2001 and including 31st
day of March, 2005, the Tenant shall pay to the Landlord as Minimum Rent the
annual sum of TWENTY FIVE THOUSAND ONE HUNDRED AND TWENTY FIVE (00/100 Dollars
($25,125.00) payable in equal consecutive monthly installments of TWO THOUSAND
AND NINETY THREE 75/100 Dollars ($2,093.75), based on a rate of $5.00 per square
foot.
cash in advance on the first day of each calendar month during such period,
together with additional rent hereinafter reserved in the amount of as set out
in the lease agreement plus G.S.T.
3. The Tenant represents and warrants that it has the right, full power and
authority to agree to the amendments to the Lease, and other provisions
contained in this Agreement.
4. The parties confirm that the terms, covenants and conditions of the Lease
remain unchanged and in full force and effect, except as modified by this
Agreement and except that the Landlord agrees that the Minimum Rate for the
renewal term shall be no more than 12% over and above the Minimum Rate for the
last month of the term created by this Agreement. It is understood and agreed
that all terms and expressions when used in this
Agreement, unless a contrary intention is expressed herein, have the same
meaning as they have in the Lease.
5. This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns as the case may be.
IN WITNESS WHEREOF the Landlord has duly executed this Agreement this
22nd day of March, 2000.
SIGNED, SEALED AND ) XXXX XXXXX INVESTMENTS
DELIVERED ) (Landlord)
in the presence of: )
)
) Per
) ------------------------------------
) Per
) ------------------------------------
IN WITNESS WHEREOF the Tenant has duly executed this Agreement this
day of 2000.
In the presence of ) 1054323 ONTARIO LIMITED
) o.a. Absolute Wheel & Tire (Tenant)
)
) Per /s/ [illegible]
) ------------------------------------
)
) Per
) ------------------------------------
OFFER TO LEASE
PREMISES 1.1 The undersigned
1054323 ONTARIO LIMITED
(hereinafter called the "Tenant")
hereby offers to lease from
XXXX XXXXX INVESTMENTS
(hereinafter called the "Landlord")
those certain premises (hereinafter called the
"Demised Premises") in the building known as 0000
Xxxxxxxx Xxxxxx, (the "Building"), together with any
other buildings in the development (the "Complex") in
the CITY of NORTH YORK, PROVINCE OF ONTARIO, which
demised premises are shown outlined in red on
Schedule "A", hereto attached, and which Demised
Premises contain an area of approximately 5,025
square feet.
DEPICTION 2. The depiction of the Building, or the Complex,
if applicable, in which the Building, or the Complex,
if applicable, forms a part of Schedule "A" does not
constitute a representation warranty or covenant of any
kind whatsoever by Landlord and Landlord reserves the
right to make changes, alterations and additions as
Landlord may from time to time decide.
INSPECTION 3. Tenant acknowledges that he has examined the
Demised Premises as of November 15, 1994 and is
familiar with the condition thereof and the permitted
uses thereof. Tenant accepts the Demised Premises on an
"as is" basis and agrees that Landlord shall not be
obligated or required to perform any work on or correct
any condition of the Demised Premises prior to the
Lease Commencement Date or at any time thereafter save
as to provide all electrical and mechanical systems in
good working order on occupancy.
TERM 4.1 The Lease shall be for a period of FIVE (5)
years FOUR (4) months computed from December 1, 1994
to and including March 31, 1999 (the "Lease
Commencement Date"),
4.2 The Tenant may occupy the Demised Premises for
the period from the Lease Commencement Date to the
Rental Commencement Date (as hereinafter defined) for
the purpose of fixturing. All terms and conditions of
the Lease shall apply to such occupation save for the
obligation to pay Minimum Rental. The Rental
Commencement Date shall be the 1st day of April,
1995.
RENT 5.1 Yielding and Paying therefor yearly and every
year during the Term hereby granted the following sum
of lawful money of Canada as an annual minimum rental
(the "Minimum Rental"), without deduction, abatement
or set-off, together with additional rental reserved
in the Lease;
5.1.1 The Minimum Rental for the first year and four
months of the Term shall be TEN THOUSAND AND FIFTY
00/100 Dollars ($10,050.00) plus G.S.T., per annum
payable in equal consecutive monthly installments of
EIGHT HUNDRED AND THIRTY SEVEN 50/100 Dollars
($837.50), based on a rate of TWO 00/100 Dollars
($2.00) per square foot per annum;
the Minimum Rental for the second year of
the Term shall be EIGHTEEN THOUSAND EIGHT HUNDRED AND
FORTY THREE 75/100 Dollars ($18,843.75), plus G.S.T.
per annum payable in equal consecutive monthly
installments of ONE THOUSAND FIVE HUNDRED SEVENTY
31/100 Dollars ($1,570.31), based on a rate of THREE
75/100 Dollars ($3.75) per square foot per annum;
[initials]
the Minimum Rental for the third through
fifth years of the Term shall be TWENTY THOUSAND ONE
HUNDRED 00/100 Dollars ($20,100.00) plus G.S.T., per
annum payable in equal consecutive monthly
installments of ONE THOUSAND SIX HUNDRED AND SEVENTY
FIVE 00/100 Dollars ($1,675.00), based on a rate of
FOUR 00/100 Dollars ($4.00) per square foot per
annum;
on the first day of each month during the Term of the
Lease.
RENTAL 6. The Landlord acknowledges receipt of a deposit
AND in the amount of $2,688.38 including G.S.T. of which the
SECURITY sum is to be applied against the first month's Minimum
DEPOSIT Rent when the same falls due and the remainder is to
applied against the last month's Minimum Rent, when
the same falls due. In the event that this Offer is
not accepted, the said amount shall be returned to
the Tenant without interest or deduction.
RENEWAL 7. Landlord covenants with Tenant that if Tenant
duly and regularly pays the rent and performs all of
the covenants, provisos and agreements on the part of
Tenant to be paid and performed in the Lease, and
provided the Tenant is not then is default under the
terms of the Lease, Landlord, at the expiration of the
Term, and upon Tenant's written request, mailed by
registered post, return receipt requested, to, or
[initials] delivered to, Landlord and received by the Landlord at
least 3 months prior to the expiration of the Term,
grant to Tenant a renewal lease of the Demised Premises
on an "as is" basis for a further term of FIVE (5) years
upon the same terms and conditions except as to Rent
Free Period, payment of the Ramp and further renewal
term and except as to Minimum Rent, which Minimum Rent
is to be negotiated (the "Renewal Minimum Rent") for the
Demised Premises at the commencement of the renewal
term, however, such Renewal Minimum Rent shall not be
more than $5.00 per square foot. If the parties are
unable to agree as to Renewal Minimum Rent, such
Renewal Minimum Rent shall be determined by
arbitration. It is agreed that whether such Renewal
Minimum Rent is agreed upon or determined by
arbitration, such Renewal Minimum Rent shall in no
event provide for a Minimum Rent plus percentage rent,
if any, in an amount less than the Minimum Rent, for
the last year of the Term. Pending agreement of the
parties as to, or as to the determination by
arbitration of the Renewal Minimum Rent, Tenant shall
continue to pay the Minimum Rent for the last year of
the Term, and upon agreement or determination by
arbitration as aforesaid shall commence to pay the
Renewal Minimum Rent retroactive to the commencement of
the renewal term. Any underpayments by the Tenant
shall be adjusted retroactive to the commencement of
the renewal term.
If Landlord desires at any time during any renewal
term to demolish the Building, the Tenant will, on
receiving six (6) months notice (which six (6) months
notice may be given during the original term of the
Lease to be effective on the expiry of the original
term of the Lease), surrender the Lease and the
remainder of the renewal term or terms, if any, from
the day mentioned in such notice and will thereupon
vacate the Demised Premises and yield up to the
Landlord the peaceable possession thereof, and the
rental shall be due and payable to the date of
surrender of the Lease.
COMMON 8. The Tenant shall have the right at all times
DRIVEWAY with others entitled thereof (subject entitled thereto
AND (subject to the right of the Landlord from time to time
PARKING in its discretion to be reasonably exercised to
designate those parts of the parking areas which are
to be utilized by the Tenant) to use the common
driveways and parking areas appurtenant thereto,
provided that the Landlord shall have the right to
make such changes, improvements or alterations as the
Landlord may, from time to time, decide in respect of
the common outside areas, including the right to
change the location and layout of the parking areas,
in no event shall the tenant be restricted to less
than SIX (6) parking spaces.
[initials]
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IMPOSSIBILITY 9. It is understood and agreed that whenever and
OF to the extent that Landlord shall be unable to fulfill
PERFORMANCE or shall be delayed or restricted in the fulfillment of
any obligation hereunder in respect of the supply or
provision of any service or utility or by the doing
of any work or the making of any repairs by reason of
being unable to obtain the material, goods,
equipment, service or labour required to enable it to
fulfill such obligation, or by reason of any Statute,
Law or Order in Council, or any regulation or Order
passed or made pursuant thereto, or by reason of the
Order or Direction of any Administrator, Comptroller,
Board, Governmental Department or Office, or other
authority required thereby, or by reason of any other
cause beyond its control, whether of the foregoing
character or not, Landlord shall be relieved from the
fulfillment of such obligation and Tenant shall not
be entitled to compensation of any inconvenience,
nuisance or discomfort thereby occasioned.
USE OF 10. The Demised Premises shall not be used for any
PREMISES purpose other than: Sale of Tires, Car Phones retail
and ancillary items.
NET 11. It is the intention of this Offer to Lease
LEASE that the Lease to be signed by Tenant shall be a net
carefree Lease to Landlord and without limiting the
generally of the foregoing, Tenant shall be required
to pay the following charges and expenses in addition
to Minimum Rent.
(a) all realty taxes and all other assessments and
duties, including local improvements, levied against
the Tenant's leasehold improvements and the Demised
Premises, including business taxes, capital taxes and
value added taxes;
(b) it's proportionate share of all realty taxes,
and all other assessments and duties, including local
improvements, levied against the building, of the
Complex, if applicable, in which the Building forms a
part and the lands adjacent thereto;
(c) all water, gas and electric rates, and
insurance premiums with respect to the Demised Premises;
(d) its proportionate share of all costs with
respect to the maintenance, operation, repair,
replacement and upkeep of the Building, or the
Complex, if applicable, in which the Building forms a
part and the common areas including, without limiting
the generality of the foregoing, all Insurance placed
from time to time by Landlord in connection therewith
together with an administrative fee of fifteen
percent of the aggregate of all such costs, described
in this paragraph 11(d); and
[initials] (e) all charges for heating and air-conditioning
the Demised Premises (charges will be pro-rated if
the unit serves more than one premises). There shall
be no escalation in common expenses during the term
of the lease from the current level of common
expenses for the expenses disabled in 11.(c)(d)(e).
REPAIR 12. Tenant covenants to repair the Demised Premises
(reasonable wear and tear, damage by fire, lightning
and tempest and repair to inherent structural defects
in the Demised Premises not caused or contributed by
Tenant only excepted).
ASSIGNMENT 13. Tenant shall not assign the Lease or sublet or
SUBLET part with possession of all or part of the Demised
Premises without the prior written consent of
Landlord, which consent, subject to Landlord's right
to terminate the Lease, shall not be unreasonably
withheld. There shall be no change in the effective
voting control of Tenant without the prior written
consent of Landlord, which consent shall not be
unreasonably withheld.
SIGNS 14.1 The Tenant to have the right to erect a
sign(s) on the exterior of the building of such area to
be designated by the Landlord denoting it's tenancy
therein, provided such sign(s) conform with all
municipal by-laws and Landlords consent not be
unreasonably withheld. Tenant shall be free to install
at its own expense a pylon sign in front of the demised
[initials] premises conforming to all municipal by-laws.
-3-
ALTERATIONS 15. Tenant shall not undertake any alterations in
or to the Demised Premises or any part thereof without
obtaining the prior written consent of the Landlord,
which consent shall not be unreasonably withheld,
provided any alterations shall be made by contractors
approved by Landlord and provided further that such
consent may be withheld if Landlord has not received
plans showing the proposed alterations and requisite
permits authorizing such alterations. No alterations of
a structural nature may be undertaken. Tenant shall
forthwith pay as additional rent, all fines, costs and
expenses incurred by Landlord in connection with
Tenant's failure to obtain all requisite permits. Tenant
shall, if required by the Landlord restore the premises
to their original condition at the expiration of the
Lease Term, normal wear and tear excepted.
STRUCTURAL 16. Landlord covenants during the Term of the
REPAIRS Lease to make structural repairs at his own expense
save as otherwise provided, to the exterior walls,
foundation and structure of the Building, or the
Complex, if applicable, excluding the roof of the
Building, or the Complex, if applicable, caused by
structural defects or weaknesses. Provided, however,
any structural damage caused or contributed by the
misconduct or negligence of Tenant, its agents,
servants, invitees or those for whom Tenant is at law
responsible shall be repaired by Landlord at the
expense of Tenant.
STANDARD 17. Tenant and the Indemnifier, if any, shall
LEASE FORM execute and Tenant shall deliver to Landlord within 15
(15) days after receipt therof by Tenant, Landlord's
standard form of Lease incorporating the terms herein
set forth. In the event that Tenant and the
Indemnifier, if any, fail to so execute and deliver
the said Lease within the said time, Landlord may
elect, by giving written notice to Tenant, to
terminate the Agreement resulting from the acceptance
of this Offer to Lease, provided that such election
shall not be a waiver of any other rights which the
Landlord may have.
TENANTS 18. Tenant may install a ramp to the rear shipping
WORK door of not more than 25 feet in length, said ramp to
contain drains. Landlord agrees to reimburse the
Tenant for its costs in building the ramp up to
$2,900.00 on the first anniversary of the Lease
Commencement provided the Tenant is not in default
and is still in possession.
Tenant must provide the Landlord with plans
for the ramp for the Landlord's reasonable approval
and receipted invoices after construction is
completed.
OVERLOADING 19. The Tenant will not bring upon the Demised
Premises or any part thereof any machinery, equipment,
article or thing that by reason of its weight, size or
use might damage the floors of the Demised Premises,
and that if any damage is caused to the Demised
Premises by any machinery, equipment, article or thing
or by overloading or by any act, neglect or misuse on
the part of the Tenant or any of its servants, agents
or employees or any person having business with the
Tenant, the Tenant will forthwith repair the same or
pay to the Landlord the costs of making good the same.
ROOFOPENING 20. The Tenant shall not install any exhaust hood
or exhaust duct work through the roof of the Leased
Premises or the Development. The Landlord will provide
all openings on the roof of the Leased Premises and
structural supports, in such locations as designated on
the Tenant's Plans as approved by the Landlord for the
purpose of the installation of the Tenant's heating,
ventilation and air-conditioning system, all at
tenant's sole cost and expense, without xxxx-up, but
including any of the Landlord's engineering fees and
costs.
[initials]
-4-
ENTRY BY 21. The Tenant acknowledges the Landlord's advice
LANDLORD that the Landlord may be maintaining in and about the
Demised Premises, utility meters, sprinkler lines and
or riser stations, electrical and mechanical
distribution installations which may be required in
order to service not only the Demised Premises but
other parts of the Building of which the Demised
Premises form a part. In this regard, the Tenant
agrees that it shall be lawful, for the Landlord and
its agents to enter upon the Demised Premises in
order to carry out such repairs to such installations
as may be required and in order to facilitate the
utilization of such installations for the benefit of
tenants occupying other portions of the building of
which the demised premises form a part.
REGISTRATION 23. Tenant covenants and agrees not to register
this Offer to Lease or notice therof at any time and,
if registered by Tenant for whatever reason, Landlord
shall have the option to terminate the Agreement
resulting from the acceptance of this Offer to Lease.
Tenant shall not register the Lease. However, Tenant
may register a Notice of Lease for the purpose of
registration, provided such Notice of Lease shall
describe the parties, the Demised Premises, the Term of
the Lease and any renewals. Such Notice of Lease shall
be prepared by Tenant's solicitors, and shall be
subject to the prior written approval of Landlord and
its solicitors, at Tenant's expense and shall be
registered by Tenant's expense.
NO REPRE- 24. It is agreed that there are no covenants,
SENTATION representations, agreements, warranties or conditions
in any way relating to the subject matter of the
Offer to Lease, whether expressed or implied,
collateral or otherwise, except those set forth
herein.
NO ASSIGN- 25. The Agreement resulting from the acceptance of
MENT OF THIS this Offer to Lease shall be assigned by or otherwise
AGREEMENT transferred by Tenant.
TIME OF 26. Time shall be of the essence.
ESSENCE
LANDLORD'S 27. This Offer shall be irrevocable by Tenant and
ACCEPTANCE shall be open for acceptance by Landlord for __________
( ) days from the date of submission hereof, after
which time, if not accepted, the Offer shall be null
and void and all monies paid hereunder shall be
returned to the Tenant as aforesaid.
28. Schedule A form part of this Offer to Lease.
SIGNED, SEALED & DELIVERED ) 1054323 ONTARIO LIMITED
in the presence of: ) (Tenant)
)
) Per /s/ [illegible]
) ------------------------------------
)
) Per /s/ [illegible]
) -----------------------------------
The Landlord accepts the above Offer to Lease this __________ day of __________
19___
) Xxxx Xxxxx Investments
) (Landlord)
)
)
) ---------------------------------------
)
) ---------------------------------------
The Tenant acknowledges receipt of a fully executed
Offer to Lease this __________ day of __________ 19_____.
---------------------------------------
(Tenant's Signature)
[initials]
-5-
