THIS LEASE made the day of , 2000
BETWEEN:
SEEBROS HOLDINGS LTD., a company duly incorporated in accordance with the
laws of the Province of British Columbia, having its registered office at
0000 Xxxxx Xxxxxx, in the City of Port Alberni, in the Province of Xxxxxxx
Xxxxxxxx X0X 0X0
(hereinafter called the "Landlord")
OF THE FIRST PART
AND:
THE FOREST INDUSTRY ONLINE INC., a company duly incorporated in accordance
with the laws of the Province of British Columbia, having is registered
office at 2000 - 000 Xxxxxxx Xxxxxx, XX Xxx 00000, in the City of
Vancouver, in the Province of British Columbia V7X 1R7
(hereinafter collectively called the "Tenant")
OF THE SECOND PART
WHEREAS the Landlord is the registered owner of those lands and premises
situate at 0000 Xxxxxxxx Xxxx, in the City of Nanaimo, in the Province of
British Columbia and legally described as:
PID: 000-1340457
Xxx 0, Xxxxxxx 0, Xxxxxxxxxx Xxxxxxxx, Xxxx 00000
(herein called the "Lands")
upon which Lands are situate a warehouse and office building (the
"Building") having a rentable floor area of approximately Twenty-seven
thousand eight hundred ninety (27,890) square feet.
1. DEMISED PREMISES
1.01 Now therefore in consideration of the rents, covenants and agreements
hereinafter reserved and contained on part of the Tenant to be paid,
observed and performed, the Landlord does hereby demise and lease unto the
Tenant, that portion of the Building more particularly described in
Schedule "A" attached hereto and forming a part hereof, such portion and
all of the equipment, fixtures, facilities thereof, including heating,
plumbing, air-conditioning, alarm, mechanical and electrical systems, doors
and floor coverings situate therein or thereon, being herein collectively
referred to as the "Demised Premises".
2. AREA OF DEMISED PREMISES
2.01 The Total Rentable Area will be determined according to the standard
measurement approved from time to time by the Building Owners and Managers
Association International (B.O.M.A.). Upon the written request of the
Tenant the Landlord will, within sixty (60) days of receipt of such
request, at the sole cost of the Landlord, provide the Tenant with an
independent certificate of the Total Rentable Area of the Demised Premises
according to the B.O.M.A. standards.
2.02 In the event that the Total Rentable Area is other than 4,000 square feet,
then the Minimum Monthly Rent will be adjusted at a rate of $8.00 per
square foot based on the difference between the Total Rentable Area and
4,000 square feet. Appropriate adjustments and payments will be made
between the parties for any rent paid prior to the determination of the
Total Rentable Area.
3. TERM
3.01 The term of the Lease (the "Term") shall be One (1) year commencing on the
1st day of June, 2000 and terminating the 31st day of May 2001; subject to
earlier termination in accordance with the provisions hereof.
4. RENT
4.01 The Tenant will pay to the Landlord a minimum monthly rent ("Minimum
Monthly Rent") of TWO THOUSAND SIX HUNDRED SIXTY SIX DOLLARS ($2,666.66)
SIXTY SIX CENTS, payable monthly on the 1st day of each month, in advance
from the date of commencement of the Term hereof.
4.02 Wherever the word "Rent" is used in this Lease, it shall include Minimum
Monthly Rent and any other sum payable by the Tenant to the Landlord.
5. SECURITY DEPOSIT
5.01 Upon execution of this Lease the Tenant shall deposit with the Landlord the
sum of THREE THOUSAND FIVE HUNDRED ($3,500.00) DOLLARS as security for the
performance by the Tenant of all the terms, covenants and conditions herein
to be respectively paid, observed and performed by the Tenant, and if the
Tenant shall breach any of such terms, covenants or conditions the Landlord
may at its option appropriate and apply the said deposit, or so much
thereof as may be necessary, to compensate the Landlord for loss or damage
suffered or sustained by the Landlord arising out of or in connection with
such breach by the Tenant. Any sum appropriated from the deposit in
accordance with this paragraph shall be replaced by the Tenant within
thirty (30) days of its appropriation. At the termination of this Lease
such security deposit, or so much thereof as shall then remain in the
Landlord's hands, shall be returned to the Tenant without interest. In the
event of a sale, transfer or assignment of this Lease by the Landlord the
Landlord may transfer such security deposit or so much thereof as shall
then remain to the purchase, transferee or assignee and thereupon the
Landlord shall be freed and discharged from any further liability in
connection with such security deposit.
6. PAYMENT OF RENT
6.01 The Tenant will pay the Rent to the Landlord at 0000 Xxxxxxxx Xxxxxx, Xxxx
Xxxxxxx, XX X0X 0X0 without notice or demand, and without any deduction,
set-off, or abatement whatsoever, and all Rent payable to the Landlord
shall bear interest at the rate of Twenty-four (24%) percent year
(calculated at the rate of Two (2%) percent per month) from the date upon
which it became payable by the Tenant until paid, together with all costs
of collecting the same, including Landlord's legal costs or a solicitor and
his own client basis.
7. COMPLETION OF PREMISES
7.01 The Landlord will pay for any leasehold improvements up to a maximum of
$12,000.00 including carpet, office, demising walls provided that such work
is approved in advance by the Landlord.
7.02 The Landlord will allow the Tenant access to the Demised Premises in April,
2000 for the purpose of preparing the Demised Premises for occupancy by the
Tenant.
7.03 The Tenant will install all wiring relative to their computer requirements
at its sole cost.
7.04 In the event that the portion of the Demised Premises known as Unit 10 is
not available for occupancy on May 1, 2000, the Minimum Monthly Rent will
be apportioned and pro-rated to the date of actual possession.
8. ASSIGNMENT AND SUB-LETTING
8.01 The Tenant may sub-let all or any portion of the Demised Premises without
the prior written consent of the Landlord. Provided that no sub-lease shall
in any manner relieve or release the Tenant from its obligations hereunder.
9. MANNER OF USE
9.01 The Demised Premises shall be used by the Tenant for the purpose of a
computer services company and for no other purpose without the prior
written consent of the Landlord, which consent shall not be unreasonably
withheld.
9.02 The Tenant shall not at any time use, exercise or carry on or permit or
suffer to be used, exercised or carried on in or upon the Demised Premises,
the Lands, or any part thereof, any or permit any act, matter, or thing
whatsoever at any time during the Term hereof to be done in or upon the
Demised Premises or the Lands or any part thereof which shall or may be, or
grow to be an annoyance, nuisance, grievance, or cause damage or
disturbance to persons occupying the Building, the Lands or to the owners
of the adjoining lands and properties.
9.03 The Tenant shall at all times and in all respects in regard to the Demised
Premises and the Lands strictly conform to all by-laws of the City of
Nanaimo and all legal requirements whatsoever relating to the use or
occupation of the Lands or Demised Premises or the business carried on
thereon or therein, whether imposed by municipal, provincial or federal
authority, or otherwise.
9.04 The Tenant shall not, without the prior written consent of the Landlord,
conduct or advertise on or from or pertaining to the Demised Premises any
auction or closing out or bankruptcy or other similar bulk sale or conduct
a wholesale or discount business; nor, will the Tenant grant any
concession, licence or permission to any third party to sell or take orders
for merchandise or services in the Demised Premises, nor will the Tenant
use promotional or advertising media such as loud speakers, phonographs,
signs, posters, broadcasts or telecasts in a manner seen or heard outside
the Demised Premises.
9.05 The Tenant shall not do, suffer, omit or permit anything to be done or
omitted upon the Demised Premises, the Lands or any part thereof which
shall cause the insurance upon the Demised Premises or the Building to be
cancelled or the rate of insurance upon the Demised Premises or the
Building to be increased; if the rate of insurance on the Building or the
Demised Premises shall be increased by reason of the use made of the
Demised Premises or by reason of anything done or omitted, suffered or
permitted to be done or omitted by the Tenant or by anyone permitted by the
Tenant to be upon the Demised Premises, the Tenant will pay to the Landlord
the amount of such increase forthwith upon demand therefore.
10. COMMON AREAS
10.01 The Tenant shall comply with all such reasonable rules and regulations as
may from time to time be promulgated by the Landlord and relate to use by
tenants of the Building or the common areas thereof and the parking and
access areas adjacent thereto. The tenant and its employees, guests,
invitees and licencees will park their motor vehicles only in those
portions of the parking area on the Lands designated by the Landlord.
11. TENANT'S DIRECT COSTS
11.01 The Tenant shall pay and discharge as and when the same become due and
payable:
a. all business and other taxes, charges, duties, rates, licence fees and
assessments levied in respect of the Tenant's occupancy of the Demised
Premises or in respect of the personal property or business of the
Tenant thereon;
b. all costs, charges and expenses for light and power, gas, telephone,
waste removal, and all other utilities, except water, or services
supplied to or used in or about the Demised Premises;
c. all costs, charges, and expenses incurred or payable for the
maintenance or repair of the Demised Premises;
d. except as hereinafter provided, all accounts for labour or material
done or supplied for improvements, installations, partitions and
fixtures, maintenance and repairs or other work done by the Tenant in
or on the Demised Premises;
e. the cost of all insurance to be maintained by the Tenant pursuant to
the provisions hereof;
f. the tax payable under the Excise Tax Act in respect of Rent;
and on default of payment of such amounts by the Tenant, the Landlord shall have
the right to remedy such default and immediately collect the same, together with
a Management Fee of five (5%) percent, as Rent.
12. PARKING
13.01Except to the extent that such loss or damage is caused by the Landlord or
its employees, servants or agents, the Landlord shall not be liable to the
Tenant for loss or damage to any automobiles or their contents or for the
unauthorized use by other tenants or strangers of parking stalls allotted
to the Tenant, but the Tenant's rights shall be against the person or
persons causing such damage or occupying such parking stalls.
13. INDEMNITY
13.01 The Landlord shall not be responsible in any way for any injury to any
person or for any loss of or damage to any property belonging to the Tenant
or to employees, invitees or licensees of the Tenant while such person or
property is in, on or about the Building, the Lands or the Demised Premises
including, without limiting the foregoing, any loss of or damage to any
property caused by theft or breakage, or by steam, water, rain or snow
which may leak into, issue or flow from any part of the Building or any
adjacent or neighboring lands or from the water, steam or drainage pipes or
plumbing works thereof or from any other quarter or from any loss or
damages caused by or attributable to the condition or arrangement of any
mechanical, plumbing, heating, electrical or other wiring or any indirect
business or economic loss, whatsoever caused or for any other loss
whatsoever of the Tenant with respect to the Demised Premises and the
business of the Tenant carried on therein howsoever caused, all except to
the extent that such loss or damage is caused by or contributed to by the
negligence of the Landlord or its employees, servants or agents.. The
Tenant shall indemnify and save the Landlord harmless of, from and against
any and all loss, costs, claims or demands in respect of any injuries, loss
or damage referred to in this paragraph.
14. TENANT'S INSURANCE
14.01 The Tenant shall, during the Term of this Lease, at its sole cost, take
out and keep in force,
a. insurance upon property of every kind owned by the Tenant (or for
which the Tenant is responsible) or installed by or on behalf of the
Tenant, which is located in the Demised Premises, including without
limitation the furniture, trade fixtures, inventory, equipment and
anything else on the Demised Premises not belonging to the Landlord.
Such insurance shall be in an amount not less than the full
replacement cost thereof, with coverage against at least, but not
limited to, the perils of fire and all risk;
b. public liability and property damage insurance including personal
liability insurance and tenant's legal liability insurance, with
respect to the Demised Premises and the Tenant's use of the Lands and
Building. Such policy shall be for an amount not less than
$1,000,000.00 for any one occurrence or claim, or such higher amount
as the Landlord, acting reasonable, requires from time to time and
shall include the Landlord as an Additional Insured and shall protect
the Landlord in respect of claims by the Tenant as if the Landlord
were separately insured; and
c. any other form of insurance as the Tenant or the Landlord, acting
reasonably, requires from time to time, in amounts and for such risks
against which a prudent tenant would insure.
14.02 All policies shall be taken out with insurers acceptable to the Landlord
and shall be in a form satisfactory to the Landlord. All policies shall
contain an undertaking by the insurer to notify the Landlord in writing not
less than thirty (30) days prior to any material change, cancellation or
termination thereof. All policies shall contain a release of any rights of
subrogation which the insurer may have against the Landlord, the employees
and agents of the Landlord, and against those for whom the Landlord is
responsible.
14.03 The Tenant agrees that certificates of such policies will be delivered to
the Landlord on or before the commencement date of this Lease, and evidence
of renewal or copies of replacement policies, acceptable to the Landlord,
will be delivered at least ten (10) days prior to expiry of any policy.
14.04 If the Tenant shall fail to take out, renew and keep in force such
insurance, or if the policies or other evidence required by the Landlord
are unacceptable or are not submitted, then the Landlord may give the
Tenant written notice requiring compliance with this paragraph. If the
tenant does not, within 72 hours, (or such lesser period specified by the
Landlord in a situation of urgency) provide the policies or evidence
requested, the Landlord may (but shall not be obliged to) obtain some or
all of the coverage which the Tenant has failed to obtain, without
prejudice to any other rights of the Landlord under this Lease or
otherwise. The Tenant shall pay all premiums and other expenses incurred by
the Landlord in that connection immediately upon demand, and such amount
shall be considered as Rent.
15. MAINTENANCE AND REPAIR
15.01 The Tenant shall keep the Demised Premises (including all Leasehold
Improvements, but excluding structural elements) and, on the termination of
this Lease, leave the Demised Premises and the areas adjacent thereto and
everything appurtenant thereto in a clean and tidy condition and in good
and tenantable repair, reasonable wear and tear only excepted.
15.02 If any part of the Lands or the Building, including the systems for
interior climate control or for the provision of utilities becomes out of
repair, damaged or destroyed through the negligence or misuse of the Tenant
or its employees, invitees or others under its control, the expense of
repairs or replacements necessitated thereby shall be reimbursed to the
Landlord immediately upon demand, and shall be recoverable by the Landlord
as Rent.
15.03 The Tenant shall permit the Landlord and it's agents to enter upon the
Demised Premises at all reasonable times (and at any time in case of
emergency), for the purpose of viewing the condition thereof and the Tenant
shall execute forthwith all reasonable repairs and works required to be
done by written notice given by or on behalf of the Landlord. If the Tenant
shall not, within thirty (30) days after service of such notice, commence
and proceed diligently with the execution of the reasonable repairs and
works mentioned in such notice, it shall be lawful for the Landlord to
enter upon the Demised Premises and execute such repairs and works, and the
cost thereof shall be immediately payable by the Tenant upon demand, and
shall be recoverable by the Landlord as Rent.
15.04 The Tenant shall permit the Landlord or its agents to enter upon the
Demised Premises at any reasonable time and from time to time for the
purpose of inspecting and of making repairs, alterations, or improvements
to the Demised Premise or to the Building, and the Tenant shall not be
entitled to compensation for any reasonable inconvenience, nuisance or
discomfort occasioned thereby. The Landlord agrees to use his best efforts
to cause as little inconvenience, nuisance or discomfort for as short a
period as possible.
15.05 The Tenant shall not permit, suffer or allow any waste or damage,
disfiguration, or injury to the Demised Premises or the fixtures or
equipment therein, or overloading of the floors thereof.
15.06 The Landlord, by giving written notice to the Tenant before the expiry of
this Lease, any require the Tenant to restore the Demised Premises to the
condition as they were in at the commencement of this Lease, or before any
alterations, improvements or addtitions had been made by the Tenant.
15.07 At the expiration or sooner termination of this Lease, the Tenant may
remove its trade fixtures, machinery and equipment; PROVIDED HOWEVER that
no trade fixtures, machinery or equipment will, except in the ordinary
course of business, be removed from the Demised Premises during the Term
without the written consent of the Landlord, such consent not to be
unreasonably withheld.
16. ALTERATIONS
16.01 Should the Tenant desire any alterations from, or additions or
improvements to the Demised Premises, or any portion thereof, the Tenant
shall make them at its sole and entire expense and risk, using labour
approved by the Landlord, provided, however, that the Tenant shall
previously submit at its expense to any architect or other expert
satisfactory to the Landlord, full written data, plans and other
specifications pertaining thereto, and shall previously obtain the specific
written consent of the Landlord for such purpose, the granting of such
consent not to be unreasonably withheld. Any alterations, additions,
improvements or installations when so made shall become the property of the
Landlord, and shall not be removed without the written consent of the
Landlord. Should it be necessary for the Landlord to restore the Demised
Premises to their original condition, any amount spent by the Landlord in
so doing shall be recoverable from the Tenant.
17. SIGNS
17.01 The Tenant shall not without having first obtained the written consent of
the Landlord erect, paint, or display signs, or maintain, alter, change or
remove existing signs on the exterior or interior of the walls or on the
roof of the Building. Any signs of the Tenant shall be dignified in
appearance and shall comply with the lawful requirements of municipal and
governmental authorities. They shall remain the property of the Tenant and
shall be removed by the Tenant upon the termination of this Lease, and upon
the removal of any such signs the Demised Premises and the Building shall
be restored to their original condition at the sole expense of the Tenant
except for reasonable wear and tear.
18. INSPECTION
18.01 The Tenant shall at the request of the Landlord allow such person or
persons as may wish to inspect the Demised Premises to visit and inspect
the same at all reasonable hours, and shall also permit notice of letting,
sale or other notices to be put in a conspicuous place on the Demised
Premises during the last six (6) months of the Term and will not deface or
remove or allow the said notice to be defaced or removed.
19. GLASS
19.01 The Tenant shall replace immediately any damaged plate or other glass
in the windows or doors of the Demised Premises and in the event that
any such plate or other glass is replaced by the Landlord, the Tenant
shall pay to the Landlord forthwith on demand the cost of replacing
such plate or other glass.
20. WASTE REMOVAL
20.01 The Tenant shall be responsible for properly packaging all waste material
in plastic bags or similar containers so as to not allow odors or breakage
to occur. If the Landlord deems it necessary or if the Tenant requires
additional removal of waste above the standard waste removal service
provided by the Landlord for the Building, then this additional waste
removal shall be at the Tenant's expense.
21. ACCEPTANCE
21.01 The Tenant acknowledges that the Landlord does not in any way warrant the
condition or efficiency of the Demised Premises, its suitability for its
intended or any use, or any of its facilities. The Tenant by taking
possession of the Demised Premises shall be conclusively deemed to have
examined the Demised Premises and to have found them in order and such
taking of possession shall be conclusive evidence against the Tenant that
when possession was taken the Demised Premises were in good, tenantable and
satisfactory condition.
22. DAMAGE TO PREMISES
22.01 In the event that the Demised Premises are damaged by fire or other
casualty insured against by the Landlord so as to render the Demised
Premises partially or wholly unfit for occupancy:
a. if, in the opinion of the Landlord, the damage cannot reasonably be
repaired within one hundred eighty (180) days after the date thereof,
the Landlord may terminate this Lease as of the said date by notice to
the Tenant given within forty-five(45) days after such damage, and in
that case the Tenant shall immediately surrender the Demised Premises
to the Landlord and shall pay all Rent accrued to the date the damage
occurred, but shall not be entitled to any damages or compensation; or
b. if, in the opinion of the Landlord the damage can reasonably be
repaired within one hundred eighty (180) days after the date thereof,
or if the Landlord shall not 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
those repairs which are the responsibility of the Landlord, have been
completed.
23. ENVIRONMENTAL CONTAMINANTS
23.01 For the purposes of this paragraph, the meaning of "contaminant or
contaminants" includes:
(a) a substance that constitutes or will constitute a significant danger
to human health or the environment;
(b) "waste" as defined in the Waste Management Act, R.S.B.C. 1996, c.482
and amendments hereto and any enactment passed in substitution
therefore or in replacement thereof;
(c) any substance listed in the schedules to the Canadian Environmental
Assessment Act, S.C. 1994 and amendments thereto and any enactment
passed in substitution therefore or in replacement thereof; and
(d) any product or substance listed in the schedules to the Hazardous
Products Act, R.S.C. 1985, c. H-3 and amendments thereto and any
enactment passed in substitution therefore or in replacement thereof.
23.02 The Tenant shall not use the Demised Premises, or permit them to be used
to generate, manufacture, refine, treat, transport, store, handle, dispose,
transfer, produce or process contaminants except in compliance with all
laws, regulations or orders whether imposed by municipal, provincial,
federal or other lawful authority.
23.03 The Tenant shall not dispose of any contaminants on the Demised Premises,
the Building or the Lands, except in compliance with all laws, regulations
or orders whether imposed by municipal, provincial, federal or other lawful
authority.
23.04 At the expiration or sooner termination of this Lease the Demised Premises
shall not contain any contaminant deposited, added, emitted or discharged
by the Tenant, its officers, agents and employees.
23.05 If as a result of a breach of this Lease by the Tenant, the Landlord is
required to clean up the Demised Premises, the Building or the Lands or
take any other corrective or remedial work in compliance with any laws,
regulations or orders regarding contaminants whether imposed by municipal,
provincial or federal or other lawful authority the Tenant shall forthwith
upon written notice reimburse and indemnify the Landlord for the costs of
such work.
24. DEFAULT
24.01 In the event that default is made in payment of Rent or any part thereof
and such default continues for ten (10) days after notice of the default is
delivered to the Tenant or in the case of non-observance or non-performance
on the part of the Tenant of any covenant, condition, restriction or
stipulation herein contained or implied, which ought to be observed or
performed by the Tenant and which has not been expressly waived in writing
by the Landlord and which continues for thirty (30) days after notice of
such non-observance or non-performance is given or such lesser period as is
specified in the event of an emergency the Landlord may, at its option,
cancel this Lease by written notice to the Tenant. In such case, all rights
and interest hereby created or then existing in favour of the Tenant or
derived under this Lease shall thereupon cease and determine and the
Landlord may re-enter the Demised Premises and change door locks and have
again, re-possess and enjoy the same as of its former estate, anything
herein to the contrary notwithstanding. Provided however, that in the case
of such cancellation and re-entry, the Tenant shall continue to indemnify
the Landlord and shall continue to be liable to pay, and the. Landlord
shall have the same remedy for the recovery of, any Rent then due or
accruing due as if this lease had not been cancelled but remained in force
and effect, and further that any right or action of the Landlord against
the Tenant in respect of any antecedent breach of any of the provisions
hereof shall not hereby the prejudiced.
25. OVERHOLDING
25.01 If the Tenant shall continue to occupy the Demised Premises after the
expiration of this Lease with or without the consent of the Landlord, and
without any further written agreement, the Tenant shall be a monthly tenant
at the Minumum Monthly Rent and on all other terms and conditions herein
set forth except as to length of tenancy, and any option to renew, which
may be contained herein.
26. BANKRUPTCY OR SEIZURE
26.01 If without the written consent of the Landlord the Demised Premises shall
remain vacant or not used for a period of fifteen (15) days or be used by
any person other than the Tenant or for any other purpose than that for
which the same were let, or in case the Term hereof or any of the goods and
chattels of the Tenant shall be at any time seized in execution or
attachment by any creditor of the Tenant, or the Tenant shall make an
assignment for the benefit of creditors or any bulk sale or become bankrupt
or insolvent or 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, then, in any such case, this Lease shall, at the
option of the Landlord, cease and determine and the Term shall immediately
become forfeited and void and the Rent for that month and for the
next-ensuing three months shall immediately become due and payable and the
Landlord may re-enter and take possession of the Demised Premises as though
the Tenant or other occupant or occupants of the Demised Premises was or
were holding-over after the expiration of the Term without any right
whatever.
27. RIGHT OF RE-ENTRY
27.01 Subject to the prior provisions of paragraph 26.01 hereof, upon the
Landlord becoming entitled to re-enter upon the Demised Premises under any
of the provision of this Lease, the Landlord, in addition to all other
rights, shall have the right to enter the Demised Premises as the agent of
the Tenant either by force or otherwise, without being liable for any
prosecution therefore, and to re-let the Demised Premises as the agent of
the Tenant, and to receive the Rent therefore and, as the agent of the
Tenant, to take possession of any furniture or other property on the
Demised Premises and to sell the same by public or private sale without
notice and to apply the proceeds of such sale and any rent derived from
re-letting the Demised Premises upon account of the Rent payable under this
Lease, and the Tenant shall be liable to the Landlord for the deficiency,
if any.
28. REMEDIES
28.01 Any future, equipment, trade fixtures or other goods left on the Demised
Premises, the Building, or the Lands by the Tenant who has abandoned or
vacated the Demised Premises may be disposed of by the Landlord for a price
(if any) that the Landlord considers acceptable, and the Landlord shall not
be considered to be a bailee, or a `warehouseman', within the meaning of
the Warehouse Lien Act of British Columbia. The Tenant waives the benefit
of any law, present or future, which provides that any notice of, or period
of notice of, the sale or other disposition, be given to the Tenant.
28.02 The amount referred to in the next preceding paragraph or any Rent, or
interest thereon, payable by the Tenant shall be recoverable by all
remedies available to a Landlord for the recovery of rent in arrears.
29. ABANDONED GOODS
29.01 Any future, equipment, trade fixtures or other goods left on the Demised
Premises, the Building, or the Lands by the Tenant who has abandoned or
vacated the Demised Premises may be disposed of by the Landlord for a price
(if any) that the Landlord considers acceptable, and the Landlord shall not
be considered to be a bailee, or a `warehouseman', within the meaning of
the Warehouse Lien Act of British Columbia. The Tenant waives the benefit
of any law, present or future, which provides that ny notice of, or period
of notice of, the sale or other disposition, be given to the Tenant.
30. LANDLORD'S COVENANTS
30.01 The Landlord undertakes to ensure that the following services are
provided:
(i) the repair and maintenance of the structure of the building, including
the exterior walls, roof, roof membrane, pipes, plumbing, electrical
wires, installations of a structural or mechanical nature, including
the heating and air-conditioning systems, that are installed or
supplied as a fixture of the building by the Landlord;
(ii) all risks building insurance;
31. QUIET POSSESSION
31.01 Upon the Tenant paying the Rent and performing and observing the terms,
covenants and conditions herein, and subject to the provisions of this
Lease, the Tenant shall and may peaceably and quietly enjoy the Demised
Premises for the Term hereby granted without any interruption, hindrance or
disturbance by the Landlord or any other person or persons claiming under
it.
32. STRUCTURAL REPAIRS
32.01 Notwithstanding anything contained in this Lease the Landlord shall be
responsible for the repair and maintenance of the columns, beams, joists,
floor slabs, footings and foundation of the building and repairs to the
roof, roof membrane and heating and air conditioning systems of a capital
nature.
33. NOTICE TO LANDLORD
33.01 The Tenant shall cause the Landlord to be notified immediately upon the
Tenant becoming aware of any defect in the Demised Premises or the Building
or any other condition which may cause injury to the Demised Premises, and
the Tenant may serve upon the Landlord a notice in writing advising of any
defect.
34. IMPOSSIBLITY OF PERFORMANCE
34.01 Whenever and to the extent that the Landlord shall be unable to fulfill,
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 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 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, controller or board or any governmental department or
officer or other authority, or by reason of any other cause beyond its
control whether of the foregoing character or not, the Landlord shall be
relieved from the fulfillment of such obligation and the Tenant shall not
be entitled to compensation for any loss, damage, inconvenience, nuisance
or discomfort thereby occasioned.
35. LIMITATION OF LANDLORD LIABILITY
35.01 Notwithstanding anything herein contained, there shall be no abatement
from or reduction of the Rent due hereunder, nor shall the Tenant be
entitled to damages, costs, losses, expenses or indemnity from the
Landlord, regardless of the cause or reason therefore, on account of
partial or total failure of, damage caused by lessening of supply of, or
stoppage of heat, electric power, water, plumbing, sewage or any other
service, nor on account of the making of alterations, repairs, improvements
or structural changes to the Building, or any thing or service therein or
thereon or contiguous thereto, provided the same shall be made with the
Landlord using his best efforts to do the required work in as short a time
as possible.
36. GUARANTEE - Deleted
37. OPTION TO RENEW
38.01 The Landlord covenants with the Tenant that if the Tenant fully and
regularly pays the said Rent and other monies payable hereunder and
performs all and every of the covenants, provisions and agreements
hereunder and on the part of the Tenant to be observed and performed, the
Tenant shall have the option of extending this Lease for one additional
term from a minimum of one (1) year to a maximum of five (5) years;
PROVIDED HOWEVER that the Tenant shall notify the Landlord in writing of
its desire to extend at least six (6) months before the expiration of the
initial Term. The extension shall contain all covenants, provisions and
agreements contained in the Lease with the following exceptions:
a. The Minimum Monthly rent for the renewal period will be as follows:
i) "Index" means the all items Consumer Price Index for Vancouver as
published by Statistics Canada under the authority of the
Statistics Act;
ii) "Base Index" means the index which is published for the month
nearest May 1, 2000, but whenever the index is adjusted to
reflect a new time for content basis with a resulting percentage
adjustment being made in the figures for that Index a
corresponding percentage adjustment shall be made in the Bas
Index.
iii) The Minimum Monthly Rent will be adjusted on the 1st day of May
in each year of the renewal term (the "adjustment date")
commencing May 1, 2001 to an amount equal to the Minimum Monthly
Rent increased by a sum equal to the Index published nearest to
the adjustment date divided by the Base Index for the renewal
term, such rent to be paid in equal monthly installments and
subject to the same covenants and provisos as are herein
contained.
iv) If the Index is not in existence at the time any increase is to
be computed, the Landlord and the Tenant will utilize such then
Index published by the federal government as shall be most
similar thereto and consistent with the intent to adjust the
Minimum Monthly Rent in accordance with changes, if any, in the
"cost of living" which has accrued during the applicable period.
v) Pending determination of the Minimum Monthly Rent for each year
of the renewal term, the Minimum Monthly Rent for the previous
year shall be paid by the Tenant to the Landlord on account of
the rent being determined and upon determination of the rent
payable for a year, adjustments and appropriate payments shall be
immediately affected between the parties with regard to any
monies paid on account of the rent for the year that has been
determined.
b. There shall be no further right of extension
38. EXPROPRIATION
38.01 If at any time during the Term of this Lease the whole or a portion of the
Building (whether or not including the Demised Premises) are expropriated
by right or exercise by any competent authority of powers of expropriation,
the parties hereto shall each be entitled to separately advance their
claims for compensation for the loss of their respective interest in the
Demised Premises and shall be entitled to receive and obtain such
compensation as may be awarded to each respectively. If an award of
compensation made to the Landlord specifically includes an award for the
Tenant and/or if an award of compensation made to the Tenant specifically
includes an award for the Landlord, the parties will account therefore to
each other. Upon termination of the Lease by expropriation or other
operation of law, the Tenant will forthwith pay the Landlord the Rent and
all other charges which may be due to the Landlord up to the date of such
termination. The Tenant will have no claims upon the Landlord up to the
date of such termination. The Tenant will have no claim upon, the Landlord
for the value of its property expropriated or the unexpired Term of this
Lease, or for any other damages, costs, losses or expenses whatsoever. The
Landlord and the Tenant agree to co-operate one with the other in respect
of any expropriation of all or any part of the Demised Premises or the
Building, so that each may receive the maximum award in the case of any
expropriation to which they are respectively entitled in law.
39. WAIVER
39.01 No waiver on behalf of the Landlord of any breach of any of the provisions
hereof, expressed or implied, shall take effect or be binding upon the
Landlord unless the same be in writing under the authority of the Landlord,
and any waiver so expressed shall extend only to the particular breach so
waived and shall not limit or affect the Landlord's rights with respect to
any other or future breach. All rights and remedies of the Landlord
hereunder shall be deemed to be cumulative and not alternative.
40. SUBORDINATION
40.01 Upon request of the Landlord, the Tenant will postpone and subordinate its
rights hereunder to any mortgage or motgagee charges, leases on sale and
lease back transactions, deeds of trust or the lien resulting from any
other method of financing or refinancing, now or hereafter in force against
the Building; and to all advances made or hereafter to be made upon the
security thereof, No subordination by the Tenant shall have the effect of
permitting the holder of any mortgage, Lien, or other security to disturb
the occupation and possession by the Tenant of the Demised Premises,
provide that the Tenant shall perform all of the terms, covenants and
agreements contained in this Lease.
40.02 The Tenant shall, on request from the Landlord, provide to the Landlord
and Estoppel Certificate in the form submitted by the Landlord. Such
Estoppel Certificate is to be provided within ten (10) days after
request therefore.
41. TIME OF ESSENCE
41.01 Time shall be of the essence of this Lease
42. NOTICES
42.01 Any notice, request or demand herein provided for or contemplated shall be
in writing and sufficiently given if personally served upon the party for
whom such notice was intended, or if mailed by double registered mail
postage prepaid addressed,
In the case of the Landlord to it at:
x/x Xxxxxxxxx, Xxxxxxxxx & Xxxxxx
0000 Xxxxx Xxxxxx
Xxxx Xxxxxxx, XX
X0X 0X0
And in the case of the Tenant, to it at:
0000 Xxxxxxx Xxxxxx, XX Xxx 00000
Xxxxxxxxx, XX X0X 0X0
42.02 All notices given as aforesaid shall be conclusively deemed to have
been given, and received by the party to whom such notice was directed, on
the second business day (excluding Saturdays and Sundays) following the day
on which such notice was mailed as aforesaid, or on the day on which such
notice is personally served, but if a mail strike, slow down, or other
labour dispute which might adversely affect the deliver of notice by the
mails is in existence or arises between the time of mailing and the actual
receipt of a notice, then such notice will only be effective if actually
delivered.
42.03 Either party hereto may at any time give notice in writing to the other of
any change of address and thereafter all notices shall be mailed to the new
address no notified.
43. BINDING EFFECT
43.01 This Lease and everything herein contained shall extend to, bind and
ensure to the benefit of the Landlord and the Tenant and their
respective administrators, successors and authorized assigns.
44. GOVERNING LAW
44.01 This Lease shall be construed in accordance with the laws of the Province
of British Columbia and any litigation arising herefrom shall be conducted
and carried out in the said Province.
45. INTERPRETATION
45.01 Wherever the singular, neuter, or a gender is used in this Lease, the same
shall be construed as including the plural or masculine, feminine, neuter
or body corporate where the context or the parties hereto so require.
46. HEADINGS
46.01 The headings herein form no part of this Lease and shall be deemed to have
been inserted for convenience of reference only.
47. ENTIRE AGREEMENT
47.01 This Lease contains the entire agreement between the parties which is
admitted so that they shall be forever estopped from asserting to the
contrary that there is any representation, condition precedent or warranty
whatsoever to this Lease. Provided that the provisions of the offer to
lease made by the Tenant to the Landlord in respect of the Demised Premises
shall survive the execution of this Lease, and execution hereof by the
Tenant shall constitute an acknowledgement from the Tenant that the
Landlord's obligations have been fully performed and satisfied except to
the extent stated herein. Delivery of an unsigned copy of this Lease to the
Tenant, notwithstanding insertion of all particulars in the Lease and
presentation of any cheque or acceptance of any monies by the Landlord
given by the Tenant as a deposit, does not constitute an offer by the
Landlord and no contractual or other legal rights shall be created between
the parties hereto until this Lease has been fully executed by both parties
and delivery has been made of an executed copy of this Lease by the Tenant.
48. SEVERABILITY
48.01 If any provision of this Lease or the application thereof to any person or
circumstance is invalid or unenforceable to any extent, the remainder of
this Lease and the application of such provision to any other person or
circumstance will not be affected or impaired thereby and will be valid and
enforceable to the extent permitted by law.
49. ACCEPTANCE
49.01 The Tenant does hereby accept this Lease of the Demised Premises, to be
held by the Tenant as tenant and subject to the conditions, restrictions
and covenants above set forth.
IN WITNESS WHEREOF the parties hereto have executed this Lease as of
the day and year first above mentioned.
SIGNED SEALED AND DELIVERED )
By the Landlord in the presence of: ) SEEBROS HOLDINGS LTD.
NAME: ) by its authorized signatories:
--------------------------------
)
ADDRESS: )
-----------------------------
)
CITY: )
--------------------------------)
OCCUPATION: )
--------------------------
SIGNED SEALED AND DELIVERED )
By the Tenant in the presence of: ) THE FOREST INDUSTRY
) ONLINE INC.
NAME: ) by its authorized signatories:
--------------------------------
)
ADDRESS: )
-----------------------------
) Xxxxx XxXxxxxx
CITY: )
---------------------------------
)
OCCUPATION: )
--------------------------
) Xxx Xxxxxxxx
Marc Xxxxx Xxxxx
