EXHIBIT 99.4
THIS SUBLEASE made as of the 15th day of May, 1998.
B E T W E E N;
G.S. Plastic Engineering Inc., a corporation incorporated under the
laws of the Province of Ontario
(the "Sublandlord")
- and -
GAMES TRADER INC., a corporation incorporated under the laws of the
Province of Ontario
(the "Subtenant")
RECITALS:
A. By a lease, dated the 22nd day of August, 1989, made between Slough Estates
Canada Limited (the "Landlord"), as landlord, and the Sublandlord, as tenant, a
copy of which is annexed as Schedule "A", and by a Lease Amending and Extending
Agreement, dated the 1st day of April, 1996, made between the Landlord, as
landlord, and the Sublandlord, as tenant, a copy of which is annexed as Schedule
"B" (collectively the "Head Lease"), the Landlord leased to the Sublandlord the
premises described as follows:
The Landlord's Building, 1111, consisting of 23,200 square feet
municipally known as 0 Xxxxxxx Xxxx. in the City of Brampton, in the
Regional Municipality of Peel, as described in the Amending and
Extending Agreement (the "Premises") and shown outlined in red on
Schedule "C";
B. By Offer to Sublease, dated the 11th day of March, 1998, the Sublandlord has
agreed to sublease to the Subtenant, the Premises (the "Subpremises");
THIS INDENTURE WITNESSES;
Grant of Sublease
1. The Sublandlord demises and leases the Subpremises to the Subtenant, and the
Subtenant leases the Subpremises from the Sublandlord, for the term and on the
conditions and provisions set forth in this Sublease.
Term of Sublease
2. The term of this Sublease shall be for approximately seven years and eight
months; commencing on August 1, 1998, (the "Commencement Date") and ending on
the 30th day of March, 2006.
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Rent
3. An rent for the subpremises, the Subtenant covenants to pay to the
Sublandlord, at 0 Xxxxxxx Xxxx., Xxxxxxxx, Xxxxxxx X0X 0X0 or such other place
as the Sublandlord may from time to time designate in writing, in Canadian funds
without deduction or setoff, minimum rent in addition to all other sums of money
to be paid by the Sublandlord as additional rent under the Head Lease, on the
first day in each month of each year of the term of the Sublease, as follows:
(a) for the period commencing August 1, 1998 to July 31, 1999 of the term,
the sum of One Hundred Seven Thousand Eight Hundred Eighty ($107,880)
Dollars per annum of lawful money of Canada, payable in advance in equal
monthly installments of Eight Thousand Nine Hundred Ninety ($8,990) Dollars
each, on the first day of each and every month, and additional rent as set
out in the Head Lease. The foregoing rent is based upon an annual rate of
$4.65 per square foot times the Rentable Area of the Premises of 23,200
square feet;
(b) for the period commencing August 1, 1999 to July 31, 2000 of the term,
the sum of One Hundred Twelve Thousand Five Hundred Twenty ($112,520)
Dollars per annum of lawful money of Canada, payable in advance in equal
monthly installments of Nine Thousand Three Hundred Seventy-Six ($9,376.67)
Dollars and Sixty-Seven Cents each, on the first day of each and every
month, and additional rent as set out in the Head Lease. The foregoing rent
is based upon an annual rate of $4.85 per square foot times the Rentable
Area of the Premises of 23,200 square feet;
(c) for the period commencing August 1, 2000 to July 31, 2001 of the term,
the sum of One Hundred Sixteen Thousand ($116,000) Dollars per annum of
lawful money of Canada, payable in advance in equal monthly installments of
Nine Thousand Six Hundred Sixty-Six ($9,666.67) Dollars and Sixty-Seven
Cents each, on the first day of each and every month, and additional rent
as set out in the Head Lease. The foregoing rent is based upon an annual
rate of $5.00 per square foot times the Rentable Area of the Premises of
23,200 square feet;
(d) for the period commencing August 1, 2001 to July 31, 2002 of the term,
the sum of One Hundred Nineteen Thousand Four Hundred Eighty ($119,480)
Dollars per annum of lawful money of Canada, payable in advance in equal
monthly installments of Nine Thousand Nine Hundred Fifty-Six ($9,956.67)
Dollars and Sixty-Seven Cents each, on the first day of each and every
month, and additional rent as set out in the Head Lease. The foregoing rent
is based upon an annual rate of $5.15 per square foot times the Rentable
Area of the Premises of 23,200 square feet;
(e) for the period commencing August 1, 2002 to July 31, 2003 of the term,
the sum of One Hundred Twenty-Two Thousand Nine Hundred Sixty ($122,960)
Dollars per annum of lawful money of Canada, payable in advance in equal
monthly installments of Ten Thousand Two Hundred Forty-Six (510,246.67)
Dollars and Sixty-Seven Cents each, on the first day of each and every
month, and additional rent as set out in the Head Lease. The foregoing rent
is based upon an annual rate of $5.30 per square foot times the Rentable
Area of the Premises of 23,200 square feet;
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(f) for the period commencing August 1, 2003 to July 31, 2004 of the term,
the sum of One Hundred Twenty-Six Thousand Four Hundred Forty ($126,440)
Dollars per annum of lawful money of Canada, payable in advance in equal
monthly installments of Ten Thousand Five Hundred Thirty-Six ($10,536.67)
Dollars and Sixty-Seven Cents each, on the first day of each and every
month, and additional rent as set out in the Head Lease. The foregoing rent
is based upon an annual rate of $5.45 per square foot times the Rentable
Area of the Premises of 23,200 square feet;
(g) for the period commencing August 1, 2004 to July 31, 2005 of the term,
the sum of One Hundred Twenty-Nine Thousand Nine Hundred Twenty (9129,920)
Dollars per annum of lawful money of Canada, payable in advance in equal
monthly installments of Ten Thousand Eight Hundred Twenty-Six ($10,826.67)
Dollars and Sixty-Seven Cents each, on the first day of each and every
month, and additional rent as set out in the Head Lease. The foregoing rent
is based upon an annual rate of $5.60 per square foot times the Rentable
Area of the Premises of 23,200 square feet;
(h) for the period commencing August 1, 2005 to March 30, 2006 of the term,
the sum of Eighty-Eight Thousand Nine Hundred Thirty-Three ($88,933.33)
Dollars and Thirty-Three Cents of lawful money of Canada, payable in
advance in eight equal monthly installments of Eleven Thousand One Hundred
Sixteen ($11,116.67) Dollars and Sixty-Seven Cents each, on the first day
of each and every month, and additional rent as set out in the Head Lease.
The foregoing rent is based upon an annual rate of $5.75 per square foot
times the Rentable Area of the Premises of 23,200 square feet;
Benefit of Head Lease
4. (a) Subject to the terms and provisions of this Sublease, the Subtenant shall
be entitled to all benefits granted to the Sublandlord under or by virtue of the
provisions of the Head Lease. Nothing contained in this Sublease shall be
construed as a guarantee by the Sublandlord of any of the obligations,
covenants, warranties, agreements or undertakings of the Landlord in the Head
Lease, nor as an absolute or unconditional undertaking by the Sublandlord on the
same terms as are contained in the Head Lease. If the Sublandlord becomes
entitled, as tenant in the Head Lease, to make or forbear making any election,
give or receive any notice, grant or withhold any approval, do any act, or
otherwise enforce any right or exercise any remedy under any of the provisions
of the Head Lease, the Sublandlord, in its sole and absolute discretion, may
either take or forbear taking such action as it deems appropriate for the
protection of its interest as tenant and those of the Subtenant, or may assign
to the Subtenant, without recourse on or liability of any kind to the
Sublandlord, such rights as the Sublandlord may have in the matter under the
Head Lease.
(b) Notwithstanding the provisions of paragraph 4 (a), the Sublandlord
shall immediately notify the Subtenant of the existence of any such right which
may be for the benefit of the Subtenant and the Subtenant shall have the right
to request that the Sublandlord, in which event the Sublandlord shall, take all
such steps as are necessary including without limiting the generality of the
foregoing, the making of or forbearing to make any election, giving or receiving
any notice, granting or withholding any approval, doing any act or otherwise
enforcing any remedy under any provision of the Head Lease, so as to obtain and
enforce for the benefit of the
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Subtenant, all of the obligations, covenants, warranties, agreements or
undertakings of the Landlord under the Head Lease. Provided further that any
such step shall be at the expense of the Subtenant, and shall be payable
forthwith by the Subtenant to the Sublandlord upon receipt of the Sublandlord's
invoice for such expense.
Head Lease to Govern
5. (a) This Sublease and all rights and interests of the Subtenant under this
Sublease are and shall at all times be expressly subordinate and subject to all
of the terms and provisions of the Head Lease. Subject to the obligations of the
Subtenant set out in paragraph (b), the Sublandlord will pay the rent reserved
by and perform and observe the covenants on its part contained in the Head Lease
with respect to the Subpremises, so far as they are not required by this
Sublease to be performed and observed by the Subtenant.
(b) The Subtenant assumes and agrees to be bound by and to keep and perform
each and every one of the covenants, agreements and obligations with respect to
the Subpremises to be performed by the Sublandlord, as tenant in the Head Lease,
and covenants to save harmless and keep the Sublandlord and its successors and
assigns indemnified from and against all proceedings, damages, costs, claims and
expenses arising from or incurred by reason of the Subtenant's failure to
perform promptly any of such covenants, agreements and obligations.
(c) The Subtenant specifically acknowledges that the Sublease is strictly
net\net to the Sublandlord, and the Subtenant shall be responsible for all
realty taxes and, without limiting the generality of the foregoing subclause
5(b), the Subtenant shall be responsible for all realty taxes, maintenance
costs, janitorial and insurance charges as outlined in the Head Lease. The
Sublandlord warrants that the maintenance costs, realty taxes and insurance
charges for the 1998 calendar year are estimated to be $2.48 per square foot.
Termination
6. This Sublease shall terminate on any termination of the Head Lease, or, at
the election of the Sublandlord, by the Sublandlord giving notice of termination
on the occurrence of any of the following:
(a) If any petition in bankruptcy or for reorganization or arrangement is
filed by or against the Subtenant, or the Subtenant becoming insolvent, or
any receiver is appointed for any of the Subtenant's assets, or the
Subtenant makes any assignment for the benefit of creditors; or
(b) The Subtenant fails to make any payment of money under any provision of
this Sublease when due, and such failure continues for a period of five
days after written notice to the Subtenant (it being agreed that the
continuance of any such failure for five days after notice is to be
conclusively deemed a material breach of this Sublease); or
(c) The Subtenant defaults in the performance of any covenant, agreement or
obligation, other than for the payment of money, required by this Sublease
to be performed by the Subtenant, and such default continues for 15 days
after written notice to
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the Subtenant (it being agreed that the continuance of any such default for
15 days after notice is to be conclusively deemed a material breach of this
Sublease); or
(d) The Subtenant abandons or vacates the Subpremises.
The only notices necessary to terminate this Sublease are those
expressly provided for in this Section. On the termination of this Sublease,
whether by lapse of time or otherwise, the Subtenant will immediately surrender
to the Sublandlord possession of the Subpremises and the improvements in the
same condition in which the Subtenant received them, normal wear and tear and
other items specifically excepted by the Head Lease only excepted, no acceptance
of rent by the Sublandlord after termination of this Sublease or after notice of
such termination shall constitute a waiver of such termination or notice or a
reinstatement of this Sublease. No termination of this Sublease shall discharge
or impair the Subtenant's obligation to pay any rent accrued to the date of
termination and/or for the whole unexpired term of this Sublease. Nothing
contained in this Sublease shall operate or in any way create a merger, or alter
or prejudice any rights, remedies or priorities of the Sublandlord as against
the Subtenant under any other agreement or agreements between them.
Assignment and Subletting
7. The Subtenant covenants not to assign, sublet or part with or share
possession of all or any part of the Subpremises without the consent in writing
of the Sublandlord and of the Landlord under the Head Lease. The provisions of
the Head Lease with respect to assigning and subletting are expressly
incorporated in this Sublease mutatis mutandis.
Gross Free Rent Period
8. The Subtenant shall be entitled to possession of the Subpremises for the
period commencing on the 15th day of May, 1998 and ending on the last day of
July, 1998 on a gross rent-free basis. The Subtenant shall deliver to the
Sublandlord proof of adequate insurance coverage in compliance with the
provisions of the Head Lease prior to the commencement of the gross free rent
period.
Sublandlord's work
9. (a) The Sublandlord agrees to provide the Premises "as is" in a clean
broomswept condition, with all debris moved from the Premises. The Sublandlord
will ensure washrooms are fully operational, all existing lighting fixtures will
be in good operating order and have working bulbs, tubes and ballasts as the
case may be. All existing office improvements, T-bar ceilings and HVAC units
shall remain as installed.
(b) The Sublandlord shall further ensure that existing suspended gas-fired
heaters in the warehouse area are operational with working thermostats.
(c) The Sublandlord shall, at its cost, pressure wash all warehouse
flooring immediately upon vacating the warehouse area, but, in any event, prior
to the commencement of the gross rent free period.
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Use of Premises
10. The Subtenant covenants and agrees that the Premises shall be used and
occupied during the term only for the purpose of general warehousing and
packaging of video games and related components, with ancillary offices
associated with such use and occupation, which the use the Sublandlord warrants
is permissible under the by-laws of the City of Brampton.
Removal or Correction of Additions and Alterations
11. The Subtenant acknowledges that the Landlord under the Headlease has the
right to require that any additions and alterations made to the premises by the
Subtenant from and after the 15th day of May, 1998 be removed or made good at
the expiry of this Sublease in which event the Subtenant shall remove or make
good such additions and alterations forthwith and at the Subtenant's sole
expense. This right in favour of the Sublandlord is in addition to all of the
rights of the Landlord under the provisions of the Headlease.
Deposit
12. The Sublandlord acknowledges receipt of a cheque in the amount of $31,774.70
as a deposit on account of the first month's rent, one month's estimated realty
taxes, maintenance and insurance expenses, all including GST, with the balance
being a security deposit to be held by the Sublandlord and to be returned to the
Subtenant upon termination of the Lease provided the Subtenant is in compliance
with all of the provisions of this Sublease and the Headlease and in particular,
Subparagraph 5.(J) of the Headlease.
Post-Dated Cheques
13. The Subtenant agrees to deliver to the Sublandlord twelve post-dated cheques
covering the minimum rent and GST at the commencement of each year of the term
of the Sublease.
Subtenant's Acknowledgement
14. The Subtenant acknowledges that there are no representations, covenants,
agreements, warranties or conditions in any way relating to the subject matter
of this Sublease, whether express or implied or otherwise, except as set forth
in this Sublease and any appendices attached hereto.
Notices
15. All notices or other documents required or which may be given under this
agreement shall be in writing, duly signed by the party giving such notice and
transmitted by registered or certified mail, telegram or telecopier (with
confirmation of transmission) addressed as follows;
If to the Sublandlord:
G.S. Plastic Engineering Inc.
Attention: The President
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0 Xxxxxxx Xxxx., Xxxxxxxx, Xxxxxxx X0X 0X0
Fax No. (000) 000-0000
If to the Subtenant:
Games Trader Inc.
Attention: The President
8 Kenview Blvd., Brampton, Ontario
L6T SE4
Fax No.
Any notice or document so given shall be deemed to have been received
when delivered, or on the fifth business day following the date of mailing, if
sent by registered mail or telegram, but shall be deemed to have been received
on the next business day if transmitted by telecopier. If the postal system is
disrupted by labour strike, any notice shall be sent by telecopier or delivered.
Any party may from time to time by notice given as provided above change its
address for the service of notices.
Interpretation
16. When there is more than one Subtenant, the "Subtenant" shall be read as
plural, with all appropriate grammatical and other changes wherever the context
requires, and such Subtenants shall be jointly and severally liable under this
Sublease. Reference to the Subtenant as male shall include a female or a
corporation, with all appropriate grammatical and other changes wherever the
context requires. If the Premises and the Subpremises are contiguous, such terms
may be used interchangeably. The headings in this Sublease are for ease of
reference only and are not to be used as an aid in the interpretation of this
Sublease.
Severability
17. If any provision of this Sublease shall be deemed illegal, invalid or
unenforceable, then it shall be considered separate and severable from this
Sublease, and the remainder of this Sublease shall not be affected by the
severance, but shall remain in force and be binding on the parties and
enforceable to the fullest extent of the law.
Successors and Assigns
18. This Sublease and everything contained in it, including all Schedules
annexed to it, shall enure to the benefit of and be binding on the respective
heirs, legal personal representatives, successors and permitted assigns of the
parties.
Time
19. Time is of the essence of this Sublease and each and every provision in it.
Governing Law
20. This Sublease shall be construed and be governed by the laws of the Province
of Ontario.
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IN WITNESS WHEREOF the Sublandlord and the Subtenant have executed
this Sublease as of the day and year first above written.
G.S. PLASTIC ENGINEERING INC.
Per: /s/ Xxxxx Xxxxxxxxxx
-----------------------------------
Authorized Signing Officer
GAMES TRADER INC.
Per: /s/ Xxxxx Xxxxxx
-----------------------------------
Authorized Signing Officer
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THIS SUBLEASE made as of the 1st day of October, 1998.
B E T W E E N:
G.G.S. Plastic Engineering Inc., a corporation incorporated
under the laws of the Province of Ontario
(the "Sublandlord")
- and -
FORMOST DATA PRODUCTS INC., a corporation incorporated under the
laws of the Province of Ontario
(the "Subtenant")
RECITALS:
C. By a lease, dated the 22nd day of August, 1989, made between Slough Estates
Canada Limited (the "Landlord"), as landlord, and the Sublandlord, as
tenant (the "LEASE"), a copy of which is annexed as Schedule "A", and by a
Lease Amending and Extending Agreement, dated the 1st day of April, 1996,
made between the Landlord, as landlord, and the Sublandlord, as tenant (the
"Amending Agreement"), a copy of which is annexed as Schedule "B"
(collectively the "Head Lease"), the Landlord leased to the Sublandlord the
premises described as follows:
The Landlord's Building, 1110, consisting of 31,200 square feet
municipally known as 6 Kenview the City of Brampton, in the Regional
Municipality of Peel, as described in the Amending and Extending
Agreement (the "Premises") and shown outlined in red on Schedule "C";
D. By Offer to Sublease, dated the 8th day of September 1998, the Sublandlord
has agreed to sublease to the Subtenant, the premises (the "Subpremises");
THIS INDENTURE WITNESSES:
Grant of Sublease
1. The Sublandlord demises and leases the Subpremises to the Subtenant, and
the Subtenant leases the Subpremises from the Sublandlord, for the term and
on the conditions and provisions set forth in this Sublease.
Term of Sublease
2. The term of this Sublease shall be for approximately seven years and six
months, commencing on October 1, 1998, (the "Commencement Date") and ending
on the 30th day of March, 2006.
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Rent
3. As rent for the Subpremises, the Subtenant covenants to pay to the
Sublandlord, at 00 Xxxxxxx Xx., Xxxxxx, Xxxxxxx X0X 0X0 or such other place
as the Sublandlord may from time to time designate in writing, in Canadian
funds without deduction or setoff, minimum rent in addition to all other
sums of money to be paid by the Sublandlord as additional rent under the
Head Lease, on the first day in each month of each year of the term of the
Sublease, as follows:
(a) for the period commencing October 1, 1998 to September 30, 1999 of the
term, the sum of one Hundred forty-five Thousand and Eighty ($145,080)
Dollars per annum of lawful money of Canada, payable in advance in
equal monthly installments of Twelve Thousand and Ninety ($12,090)
Dollars each, on the first day of each and every month, and additional
rent as set out in the Head Lease. The foregoing rent is based upon an
annual rate of $4.65 per square foot times the Rentable Area of the
Premises of 31,200 square feet;
(b) for the period commencing October 1, 1999 to September 30, 2000 of the
term, the sum of One Hundred Fifty-one Thousand Three Hundred Twenty
($151,320) Dollars per annum of lawful money of Canada, payable in
advance in equal monthly installments of Twelve Thousand Six Hundred
Ten ($12,610) Dollars each, on the first day of each and every month,
and additional rent as set out in the Head Lease. The foregoing rent
is based upon an annual rate of $4.65 per square foot times the
Rentable Area of the Premises of 31,200 square feet;
(c) for the period commencing October 1, 2000 to September 30, 2001 of the
term, the sum of One Hundred Fifty-Six Thousand ($156,000) Dollars per
annum of lawful money of Canada, payable in advance in equal monthly
installments of Thirteen Thousand ($13, 000) Dollars each, on the
first day of each and every month, and additional rent as set out in
the Head Lease. The foregoing rent is based upon an annual rate of
$5.00 per square foot times the Rentable Area of the Premises of
31,200 square feet;
(d) for the period commencing October 1, 2001 to September 30, 2002 of the
term, the sum of One Hundred Sixty Thousand Six Hundred Eighty
($160,680) Dollars per annum of lawful money of Canada, payable in
advance in equal monthly installments of Thirteen Thousand Three
Hundred Ninety ($13,390) Dollars each, on the first day of each and
every month, and additional rent as set out in the Head Lease. The
foregoing rent is based upon an annual rate of $5.15 per square foot
times the Rentable Area of the Premises of 31,200 square feet;
(e) for the period commencing October 1, 2002 to September 30, 2003 of the
term, the sum of One Hundred Sixty Five Thousand Three Hundred Sixty
($165,360) Dollars per annum of lawful money of Canada, payable in
advance in equal monthly installments of Thirteen Thousand Seven
Hundred Eighty ($13,780) Dollars each, on the first day of each and
every month, and additional rent as set
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out in the Head Lease. The foregoing rent is based upon an annual rate
of $5.30 per square foot times the Rentable Area of the Premises of
31,200 square feet;
(f) for the period commencing October 31, 2003 to September 30, 2004 of
the term, the sum of One Hundred Seventy Thousand and Forty ($170,040)
Dollars per annum of lawful money of Canada, payable in advance in
equal monthly installments of Fourteen Thousand One Hundred Seventy
($14,170) Dollars each, on the first day of each and every month, and
additional rent as set out in the Head Lease. The foregoing rent is
based upon an annual rate of $5.45 per square foot times the Rentable
Area of the Premises of 31,200 square feet;
(g) for the period commencing October 1, 2004 to September 30, 2005 of the
term, the sum of One Hundred Seventy-Four Thousand Seven Hundred
Twenty ($174,720) Dollars per annum of lawful money of Canada, payable
in advance in equal monthly installments of Fourteen Thousand Five
Hundred Sixty (514,560) Dollars each, on the first day of each and
every month, and additional rent as set out in the Head Lease. The
foregoing rent is based upon an annual rate of $5.60 per square foot
times the Rentable Area of the Premises of 31,200 square feet;
(h) for the period commencing October 1, 2005 to March 30, 2006 of the
term, the sum of Eighty-nine Thousand Seven Hundred ($89,700) Dollars
of lawful money of Canada, payable in advance in six equal monthly
installments of Fourteen Thousand Nine Hundred Fifty ($14,950) Dollars
each, on the first day of each and every month, and additional rent as
set out in the Head Lease. The foregoing rent is based upon an annual
rate of $5.75 per square foot times the Rentable Area of the Premises
of 31,200 square feet;
Benefit of Head Lease
4. (a) Subject to the terms and provisions of this Sublease, the Subtenant
shall be entitled to all benefits granted to the Sublandlord under or by
virtue of the provisions of the Head Lease. Nothing contained in this
Sublease shall be construed as a guarantee by the Sublandlord of any of the
obligations, covenants, warranties, agreements or undertakings of the
Landlord in the Head Lease, nor as an absolute or unconditional undertaking
by the Sublandlord on the same terms as are contained in the Head Lease. If
the Sublandlord becomes entitled, as tenant in the Head Lease, to make or
forbear making any election, give or receive any notice, grant or withhold
any approval, do any act, or otherwise enforce any right or exercise any
remedy under any of the provisions of the Head Lease, the Sublandlord, in
its sole and absolute discretion, may either take or forbear taking such
action as it deems appropriate for the protection of its interest as tenant
and those of the Subtenant, or may assign to the Subtenant, without
recourse on or liability of any kind to the Sublandlord, such rights as the
Sublandlord may have in the matter under the Head Lease.
(b) Notwithstanding the provisions of paragraph 4 (a), the Sublandlord
shall immediately notify the Subtenant of the existence of any such right
which may be for the benefit of the Subtenant and the Subtenant shall have
the right to request that the
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Sublandlord, in which event the Sublandlord shall, take all such steps as
are necessary including without limiting the generality of the foregoing,
the making of or forbearing to make any election, giving or receiving any
notice, granting or withholding any approval, doing any act or otherwise
enforcing any remedy under any provision of the Head Lease, so as to obtain
and enforce for the benefit of the Subtenant, all of the obligations,
covenants, warranties, agreements or undertakings of the Landlord under the
Head Lease. Provided further that any such step shall be at the expense of
the Subtenant, and shall be payable forthwith by the Subtenant to the
Sublandlord upon receipt of the Sublandlord's invoice for such expense.
Head Lease to Govern
5. (a) This Sublease and all rights and interests of the Subtenant under this
Sublease are and shall at all times be expressly subordinate and subject to
all of the terms and provisions of the Head Lease. Subject to the
obligations of the Subtenant set out in paragraph (b), the Sublandlord will
pay the rent reserved by and perform and observe the covenants on its part
contained in the Head Lease with respect to the Subpremises, so far as they
are not required by this Sublease to be performed and observed by the
Subtenant.
(b) The Subtenant assumes and agrees to be bound by and to keep and perform
each and every one of the covenants, agreements and obligations with
respect to the Subpremises to be performed by the Sublandlord, as tenant in
the Head Lease, and covenants to save harmless and keep the Sublandlord and
its successors and assigns indemnified from and against all proceedings,
damages, costs, claims and expenses arising from or incurred by reason of
the Subtenant's failure to perform promptly any of such covenants,
agreements and obligations.
(c) The Subtenant specifically acknowledges that the Sublease is strictly
net\net to the Sublandlord, and without limiting the generality of the
foregoing subclause 5(b), the Subtenant shall be responsible for all realty
taxes, maintenance costs, management fees, building insurance costs and all
utility charges including heating, hydro and water, as outlined in the Head
Lease.
(d) The parties acknowledge that the Operating Costs and realty taxes for
the 1998 calendar year are currently estimated at $2.77 per square foot of
Rentable Area. This estimate has been made by the Landlord and is a bona
fide estimate made to date, but made by the Landlord before all information
is available for 1998 and may be amended to reflect actual costs from time
to time.
(e) The Sublandlord agrees to provide the Landlord's 1998 operating cost
statements to the Subtenant within three (3) days prior to the execution of
this Sublease. The Sublandlord shall not charge a surcharge or an
administration fee or any additional fees to the Subtenant in respect to
any charges payable to the Landlord pursuant to the provisions of the Head
Lease.
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Termination
6. This Sublease shall terminate on any termination of the Head Lease, or, at
the election of the Sublandlord, by the Sublandlord giving notice of
termination on the occurrence of any of the following:
(a) If any petition in bankruptcy or for reorganization or arrangement is
filed by or against the Subtenant, or the Subtenant becoming
insolvent, or any receiver is appointed for any of the Subtenant's
assets, or the Subtenant makes any assignment for the benefit of
creditors; or
(b) The Subtenant fails to make any payment of money under any provision
of this Sublease when due, and such failure continues for a period of
five days after written notice to the Subtenant (it being agreed that
the continuance of any such failure for five days after notice is to
be conclusively deemed a material breach of this Sublease); or
(c) The Subtenant defaults in the performance of any covenant, agreement
or obligation, other than for the payment of money, required by this
Sublease to be performed by the Subtenant, and such default continues
for 15 days after written notice to the Subtenant (it being agreed
that the continuance of any such default for 15 days after notice is
to be conclusively deemed a material breach of this Sublease); or
(d) The Subtenant abandons or vacates the Subpremises.
The only notices necessary to terminate this Sublease are those
expressly provided for in this Section. On the termination of this Sublease,
whether by lapse of time or otherwise, the Subtenant will immediately surrender
to the Sublandlord possession of the Subpremises and the improvements in the
same condition in which the Subtenant received them, normal wear and tear and
other items specifically excepted by the Head Lease only excepted; no acceptance
of rent by the Sublandlord after termination of this Sublease or after notice of
such termination shall constitute a waiver of such termination or notice or a
reinstatement of this Sublease. No termination of this Sublease shall discharge
or impair the Subtenant's obligation to pay any rent accrued to the date of
termination and/or for the whole unexpired term of this Sublease. Nothing
contained in this Sublease shall operate or in any way create a merger, or alter
or prejudice any rights, remedies or priorities of the Sublandlord as against
the Subtenant under any other agreement or agreements between them.
Assignment and Subletting
7. Save and except for a Sublease by the Subtenant of a portion of the
warehouse of the Premises to an associated company that imports, warehouses
and distributes ceramic tile, or an oral agreement between the Subtenant
and the said associated company, which Sublease is hereby consented to by
the Sublandlord and the Landlord, the Subtenant covenants not to assign,
sublet or part with or share possession of all or any part of the
Subpremises without the consent in writing of the Sublandlord and of the
Landlord under
-14-
the Head Lease. The provisions of the Head Lease with respect to assigning
and subletting are expressly incorporated in this Sublease mutatis
mutandis, provided that no written consent shall be given unless the
proposed assignee of this Sublease shall agree in writing to assume all the
terms, conditions and obligations by this Sublease and the Head Lease
imposed upon the Subtenant.
Net Free Rent Period
8. The Subtenant shall be entitled to possession of the Subpremises for the
period commencing on the 1st day of October, 1998 and ending on the 15th
day of November, 1998 on a net rent-free basis. During this period the
Subtenant shall be responsible for all operating costs and utilities costs
levied against the Subpremises and all terms and conditions of this
Sublease and the Head Lease will be adhered to.
Sublandlords Work
9. The Sublandlord agrees to provide the Premises "as is" in a clean and
broomswept condition, with all debris removed from the Subpremises, and to
degrease the office and warehouse areas, all prior to the commencement of
the Sublease.
Use of Premises
10. The Subtenant covenants and agrees that the premises shall be used and
occupied during the term only for the purposes outlined in Section 5 of the
Lease.
Sublandlords Warranties
11. (a) The Sublandlord warrants and represents that all mechanical, air
conditioning equipment (HVAC), heating, ventilating, plumbing, sprinkler
systems, washrooms and electrical systems are and shall be upon occupancy,
in good working order, and agrees to provide copies of the maintenance
contract for such systems to the Subtenant prior to occupancy.
(b) The Subtenant shall have the right to inspect independently all such
equipment up to October 15, 1998, and shall advise the Sublandlord in
writing immediately thereafter, of any defects therein. Save and except for
such defects for which written notice has been given by the Subtenant to
the Sublandlord, the Subtenant shall be deemed to have accepted the
Subpremises and said equipment as being in good working order. The
Sublandlord will promptly correct, at its own expense, any defect in the
said equipment for which written notice has been given by the Subtenant.
(c) The Sublandlord agrees it shall hold the Subtenant harmless in respect
to any liabilities of the Sublandlord under the provisions of subparagraph
5. (1) (iii) of the Head Lease. In respect to activities of the Sublandlord
on the premises prior to the commencement date of this Sublease. The
Sublandlord agrees to maintain full liability insurance in respect to any
chemical or environmentally dangerous products that currently may be on or
under the Premises, in respect to actions of
-15-
the Sublandlord prior to the commencement of this Sublease. The Sublandlord
also agrees to be fully responsible and agrees to indemnify the Subtenant
for any and all measures, if any, required to remove and repair the
Premises or land under the Premises, or land adjacent to the Premises, at
any time during the Sublease, for any chemicals or environmentally
dangerous products that currently may be on or under the Premises, in
respect to actions of the Sublandlord prior to the commencement of this
Sublease.
Alteration and Improvements
12. The Subtenant may make any necessary minor internal improvements to the
Subpremises at its own expense, provided it first obtains the written
consent of the Landlord and Sublandlord, which consent may not arbitrarily
be withheld and provided further that the Subtenant acknowledges that the
Landlord under the Head Lease has the right to require that any alterations
or improvements made to the Subpremises by the Subtenant be removed or made
good at the expiry of this Sublease in which event the Subtenant shall
remove or make good such alterations or improvements forthwith and at the
Subtenant's sole expense. This right in favor of the Landlord is in
addition to all of the rights of the Landlord under the provisions of the
Head Lease.
Deposit
13. The Sublandlord acknowledges receipt of a cheque in the amount of
$26,826.30 as a deposit and to be credited on account of the first and
thirty six months' rent, including GST.
Post-Dated Cheques
14. The Subtenant agrees to deliver to the Sublandlord twelve post-dated
cheques covering the minimum rent and GST at the commencement of each year
of the term of the Sublease.
Subtenant's Acknowledgement
15. The Subtenant acknowledges that there are no representations, covenants,
agreements, warranties or conditions in any way relating to the subject
matter of this Sublease, whether express or implied or otherwise, except as
set forth in this Sublease and any appendices attached hereto.
Notices
16. All notices or other documents required or which may be given under this
agreement shall be in writing, duly signed by the party giving such notice
and transmitted by registered or certified mail, telegram or telecopier
(with confirmation of transmission) addressed as follows:
-16-
If to the Sublandlord: G.G.S. Plastic Engineering Inc.
Attention: The President
00 Xxxxxxx Xxxx
Xxxxxx, Xxxxxxx
Fax No.
If to the Subtenant FORMOST DATA PRODUCTS INC.
Attention: The President
0 Xxxxxxx Xxxx.
Xxxxxxxx, Xxxxxxx
X0X 0X0
Fax No.
Any notice or document so given shall be deemed to have been received
when delivered, or on the fifth business day following the date of mailing, if
sent by registered mail or telegram, but shall be deemed to have been received
on the next business day if transmitted by telecopier. If the postal system is
disrupted by labour strike, any notice shall be sent by telecopier or delivered.
Any party may from time to time by notice given as provided above change its
address for the service of notices.
Interpretation
17. When there is more than one Subtenant, the "subtenant" shall be read as
plural, with all appropriate grammatical and other changes wherever the
context requires, and such Subtenants shall be jointly and severally liable
under this Sublease, provided that this term shall not apply to any oral
agreement between the Subtenant and the associated company referred to in
Section 7 hereof. Reference to the Subtenant as male shall include a female
or a corporation, with all appropriate grammatical and other changes
wherever the context requires. If the Premises and the Subpremises are
contiguous, such terms may be used interchangeably. The headings in this
Sublease are for ease of reference only and are not to be used as an aid in
the interpretation of this Sublease.
Severability
18. If any provision of this Sublease shall be deemed illegal, invalid or
unenforceable, then it shall be considered separate and severable from this
Sublease, and the remainder of this Sublease shall not be affected by the
severance, but shall remain in force and be binding on the parties and
enforceable to the fullest extent of the law.
Successors and Assigns
19. This Sublease and everything contained in it, including all Schedules
annexed to it, shall ensure to the benefit of and be binding on the
respective heirs, legal personal representatives, successors and permitted
assigns of the parties.
Time
20. Time is of the essence of this Sublease and each and every provision in it.
-17-
Governing Law
21. This Sublease shall be construed and be governed by the laws of the
Province of Ontario.
IN WITNESS WHEREOF the Sublandlord and the Subtenant have executed
this Sublease as of the day and year first above written.
G.G.S. PLASTIC ENGINEERING INC.
Per: /s/ Xxxxx Xxxxxxxxxx
-----------------------------------
Title
Authorized Signing Officer
FORMOST DATA PRODUCTS INC.
Per: /s/ Xxxx Xxxxxx
-----------------------------------
Title
Authorized Signing Officer
-18-
SCHEDULE "A"
DATED AS OF THE 22nd DAY OF August, 1989
ONTARIO NET INDUSTRIAL SINGLE LEASE
BETWEEN
SLOUGH ESTATES CANADA LIMITED
AS LANDLORD
- and -
G. G. S. PLASTIC ENGINEERING INC.
AS TENANT
BUILDING NO. 1110 UNIT NO. __________
ADDRESS 0 XXXXXXX XXXXXXXXX, XXXXXXXX, XXXXXXX
CLAUSE PAGE
------ ----
1. Demise 1
2. Term 1
3. Net Rent 1
3(a) Deposit 1
4. Renewal option 1
5. Tenants' Covenants 1
(a) Rent 2
(b) (i) Insurance 2
(ii) Rental Insurance 2
(iii) Dilapidations etc. 2
(c) Municipal Taxes 2
(d) (i) Business Taxes 3
(ii) Tax on Rent 3
(iii) Management Fee 3
(e) Utility Charges 4
(f) Cleaning 4
(g) Repairs and Maintenance 4
(h) Landlord may view repairs, etc. 4
(i) Landlord may take inventory, etc. 4
(j) Leave premises in good repair 5
(k) Use of Premises 5
(1) Insurance Risks 5
(m) Waste, Offensive Business 6
(n) Auction Sale, Nuisance 6
(o) Compliance with Statutes, etc. 6
(p) Rules and Regulations 6
(q) Alterations to Premises 7
(r) Removal of Goods from Premises 7
(s) Waiver of limitation of distress 7
(t) Furnishing Premises 7
(u) Tenant's Sign 7
(v) No Additional Signs 8
(w) No Assignment or Subletting 8
(x) Showing Premises 8
(y) Debris 8
(z) outside Storage g
(aa) Notice of Accidents or Defects g
(bb) Heavy Equipment 8
(cc) Indemnity of-Landlord g
(dd) Tenant's Insurance 9
(ee) Registration 9
(ff) Liens on Alterations, etc. 9
(gg) Tenant's Certificates 9
5. (a) Proviso for re-entry 10
(b) Remedies of Landlord 10
6. Landlord's Covenants 10
(a) Quiet Enjoyment 10
(b) Insurance 11
(c) Boiler Insurance 11
-2-
7. Mutual Covenants 11
(a) Net Rent 11
(b) Landlord may perform Tenant's obligations 11
(c) Default 11
(d) Forfeiture 12
(e) Limitation of Landlord's liability 12
(f) Waiver 13
(g) Fire, etc. 13
(h) Tenant's Parking 14
(i) Collection charges 14
(j) Acceptance of Premises 14
(k) Overholding 14
(1) Amounts Owing as Additional Rent 15
(m) Interest on amounts owing 15
(n) Notices 15
(o) Subordination 15
(p) Entire Agreement 15
(q) Change of Control of Tenant 16
(r) Adjustments 16
(s) Expropriation 16
(t) Force Majeure 16
(u) Covenants; Severability 16
(v) Titles 17
(w) Successors and Assigns 17
THIS INDENTURE made the _____ day of September,
ONE THOUSAND NINE HUNDRED AND EIGHTY-NINE
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN:
SLOUTH ESTATES CANADA LIMITED
----------------------------------------------------------------------
a Company incorporated under the laws of the Province of Ontario,
having its head office at the City of Mississauga, in the said
Province,
(hereinafter called the "Landlord")
- and -
G.G.S PLASTICS ENGINEERING INC.
----------------------------------------------------------------------
(hereinafter called the "Tenant"
OF THE SECOND PART
Demise 1. 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 demises and leases unto the . Tenant (subject to
the present tenant, if any, vacating) all that certain
parcel or tract of land and premises situate on the
Landlord's Industrial Estate in the City of Brampton, in the
Province of Ontario, municipally known as 0 Xxxxxxx
Xxxxxxxxx and being shown outlined in blue in Schedule "Ao'
hereto, together with the building or buildings and other
improvements now or hereafter erected thereon (hereinafter
called the "Building") and known as Building No. 1110 and
the fixtures listed in schedule "B" hereto (hereinafter
collectively called the "Premises").
Term 2. TO HAVE AND TO HOLD the Premises for and during the term
(hereinafter called the "Term") of Five (5) years to be
computed from the 1st day of April, 1990 and from
thenceforth next ensuing and fully to be completed and ended
on the 31st day of March, 1995.
Rent 3. YIELDING AND PAYING THEREFORE yearly and every year
during the Term unto the Landlord the sum of ONE HUNDRED AND
SIXTY-THREE THOUSAND, EIGHT HUNDRED DOLLARS ($163,800.00) in
lawful money of Canada to be paid, in advance, without any
deduction whatsoever by equal monthly payments on the last
day of each preceding month in every year, the first payment
in the amount of TWENTY SEVEN THOUSAND, THREE HUNDRED
DOLLARS ($27,300.00) to be made on the 29th day of
September, 1989 which sum is to represent rent for the first
and last months of the Term being paid by the Tenant.
-2-
Deposit 3(a) Not Applicable
Renewal option 4. See Schedule "C" i
TENANTS COVENANTS
Rent. The Tenant covenants with the Landlord as follows! - (a) to
pay rent and prior to the Commencement Date, it will arrange
with its banker to have all monthly payments of Basic Rent
payable hereunder and estimated Additional Rent (as
determined from time to time by. the Landlord) hereunder
paid directly to Account Number 000-000-0 at The Royal Ban%
of Canada, Main Branch-Royal Bank Plaza, or such other
account and/or Bank as the Landlord may from time to time
direct in writing, by way of Pre-authorized Chequing,
electronic transfer or other similar arrangement acceptable
to the Landlord. The Landlord shall advise the Tenant each
calendar year during the Term of its revised estimate of the
amount of the Additional Rent payable by the Tenant for such
year and shall provide the Tenant with the particulars
thereof. The Tenant shall take the steps to require to amend
the arrangements with its banker made pursuant to the
preceding paragraph to provide for the payment of the
revised estimate of Additional Rent.
The Tenant agrees to provide the Landlord with evidence of
such arrangements from time to time upon and further agrees
not to cancel such arrangements without giving the Landlord
at least 30 days' prior written notice
(b) W to pay to the Landlord as additional rent
Insurance (i) a sum or sums of money equal to the expense incurred by
the Landlord in effecting and maintaining the insurance on
the Premises provided for in paragraph 7 hereof;
Rental Insurance (ii) a sum or sums of money equal to the expense incurred by
the Landlord in effecting and maintaining rental insurance
against loss of one year's rent due to the perils specified
in paragraph 7 hereof; and
Dilapidations, (iii) any and all amounts expended by the Landlord in
etc. fulfillment of the Tenant's obligations under this lease
pursuant to paragraph e(b) hereof: such additional rent to
be paid without any deduction whatsoever upon the receipt of
a written notice of same by the Landlord and to be recovered
in the same manner as rent in arrears;
Municipal Taxes (c) in each and every year during the Term to pay when due
each installment of all municipal property taxes, rates
(including local improvement rates), duties and assessments
now or at any time during the Term rated, charged, levied
and assessed against the premises or any part thereof and/or
against any machinery, equipment or other facilities now or
at any time during the Term brought in or onto the Premises
or any part thereof and to pay any similar tax not now
contemplated which may be levied at any time during the Term
by any competent government or municipal body in lieu of
property taxes;
-3-
Business Taxes d) (i) to pay all taxes, rates, duties, assessments and
licence fees whatsoever whether municipal, parliamentary or
otherwise now charged or hereafter charged upon or in
respect of the contents of the Premises and/or upon and/or
in respect of any business or other activity carried on upon
and/or in connection with the Premises and/or upon the
Tenant on account of the Premises or such contents, business
or other activity and to pay any similar tax not now
contemplated which may be levied at any time during the Term
by any competent government or municipal body in lieu of
such taxes, rates, duties, assessments and licence fees now
charged;
Tax on Rent (ii) If at any time during the term of this Lease or any
renewals thereof a tax or excise on rents or other tax,
however described, is levied by any Governmental-authority
against the Landlord for the minimum rent or any other
monies collectable' under this Lease, save and except the
Landlord's income tax, the Tenant covenants to pay and
discharge such tax or excise on rents or other tax or levy
but only to the extent of the amount thereof which is
lawfully assessed or imposed upon the Landlord and which as
so assessed or imposed as a direct result of the Landlord's
ownership of the demised premises, or of this Lease or of
the rental occurring under this Lease, it being the
intention of the parties hereto that all rent to be paid
under this Lease, shall be paid to the Landlord absolutely
net without any deduction of any nature whatsoever.
Management Fee (iii) To pay Tenant's proportionate share of the business
taxes, if any, against the common areas of the said lands
charged to the Landlord and all other taxes, assessments and
charges of any kind and nature whatsoever with respect to
the said lands and without limitation, the Tenant's
proportionate share of all costs and expenses (other than
all such taxes, assessments, charges, costs and expenses for
which Tenant is directly liable under the terms of this
Lease), for the operation, management, maintenance,
replacement that is everything other than the building that
may be borne by the Tenant, if necessary, or wilfully or
negligently caused to the said lands, the buildings thereon
and the facilities thereon and therein, including without
limitation, insurance, services, maintenance, management
fee, supervision, snow and ice removal, lighting, repairs,
driveways, sidewalks, lawns, parking areas and all other
public and/or common areas on the said lands and the demised
premises on the said lands, plus an administration fee of
15% of the total of all costs and expenses hereinbefore set
out.
Utility Charges e) to pay all or its proportionate share whichever is
applicable, rates and charges for electricity, water,
telephone, gas, oil, heating, and other similar utilities
supplied to the premises;
Cleaning f) to keep and maintain the Premises and the windows thereof
in a clean and sanitary condition; to keep the sidewalks
adjacent to the Premises reasonably clean and free from ice
and snow, not to allow any refuse or debris to accumulate on
or about the Premises and to keep the land coloured red on
Schedule "A" hereto in a clean and tidy condition and
maintained as a garden;
-4-
Repairs and g) from time to time and at all times during the term at its
Maintenance own cost well and sufficiently to repair, cleanse, paint,
maintain, amend and keep the Premises and the fixtures
therein and the walls, roofs, foundations, water service and
gas connections, pipes, mains, fertce~; ~att~tar-xxxxx',
sewers and drains in, on or under the Premises and the
appurtenances thereof in a good and workmanlike manner and
to the satisfaction of the Landlord's engineers damage,by
the perils set forth in paragraph 7(b) hereof (and if
applicable paragraph 7(c) hereof) and inherent structural
defects only excepted and in particular without limiting the
generality of the foregoing.
i) In the last year of the Term (or, if this lease is
earlier terminated, in the year of termination) thoroughly
to prepare and paint, in a good and workmanlike manner and
to the: satisfaction of the Landlord's engineers, all
interior portions of the Building usually painted, applying
at least two coats of prime quality oil or such other paint
as may be approved by the Landlord and to grain, varnish,
wash, paint, caulk, whiten and colour all interior portions
of the Building as were so treated at or subsequent to the
commencement of the Term:
Landlord may view h) that the Landlord may enter and view the state of
Repairs, etc. maintenance and repair and that the Tenant will repair,
according to notice in writing, damage by the perils
specified in paragraph 7(b) hereof (and if applicable
paragraph 7(c) hereof) and inherent structural defects only
excepted;
Landlord may Take i) to permit the Landlord, its servants and agents at all
Inventory, etc. reasonable times to enter upon the Premises for the purpose
of taking inventory of the Landlord's property thereon, for
the purpose of inspecting and making such repairs,
extensions, alterations and improvements as the Landlord may
deem necessary to the adjoining property of the Landlord and
to any drains, pipes, wires, cables, apparatus and works in,
through, under or over the Premises or any adjoining
premises or for the purpose of removing any article of
remedying any condition which in the opinion of the Landlord
would be likely to lead to the cancellation of any policy of
insurance on the Premises and the Tenant shall not be
entitled to compensation of any kind for any inconvenience,
nuisance, loss or discomfort occasioned thereby nor. shall
such entry be deemed to be a re-entry by the Landlord;
Leave Premises in j) to leave the Premises in good repair, damage by the
Good Repair perils specified in paragraph 7(b) hereof (and if applicable
paragraph 7(c) hereof) and inherent structural defects only
excepted;
Use of Premises k) not to use the Premises or any part thereof as a dwelling
house, place of amusement, meeting hall, theatre or
cinematograph theatre nor to use the Premises or any part
thereof or permit the same to be used for any other purpose
than that of general offices, manufacturing and warehousing
operations incidental thereto; Nothing herein shall be so
interpreted as to imply that this lease is conditional or
dependent upon the Tenant obtaining any permit or licence
from any municipal, provincial or other authority;
-5-
Insurance Risks 1) (i) not to do or permit to be done in, upon or about the
Premises any act or thing which may make void or voidable,
or result in the increase of the premium payable in respect
of, any policy of insurance on the ` Building or any part
thereof or adjoining or near the Premises. If the rate of
such insurance shall be increased by reason of any use of
the Premises or by reason of anything done or permitted to
be done or committed by the Tenant or anyone permitted by
the Tenant to be in, on or about the Premises the Tenant
shall on demand pay to the Landlord the amount of such
increase and if the insurance maintained by the Landlord
pursuant to paragraph 7 hereof shall be cancelled by the
insurer by reason of the use or occupation of the Premises
or any part thereof by the Tenant or by any assignee or
subtenant of the Tenant or by anyone permitted by the Tenant
to be in, on or about the Premises, the Landlord may, at its
option, in addition to any other remedy it may have,
forthwith terminate this lease by notice in writing to the
Tenant and thereupon rent (including additional rent) and
any other payments for which the Tenant is liable under this
lease shall be apportioned (where necessary) and paid in
full to the date of such termination and the Tenant shall
immediately deliver up possession of the Premises to the
Landlord and the Landlord may re-enter and take possession
of the same;
(ii) to give written notice to Landlord and the company or
companies carrying the applicable insurance on the said
lands and/or the demised premises, of any vacancy,
unoccupancy or cessation of operations for more than thirty
(30) consecutive days on the demised premises or such other
times as set out in any such insurance policy and of the
supply of gasoline, benzene, naphtha or other material of
equal or greater volatility exceeding one (1) gallon in all
to the demised premises and of any interruption to or flaw
or defect in the sprinkler system if any, on the demised
premises.
(iii) not to bring onto the demised premises any contaminant
as this term is defined in the Environmental Protection Act,
R.S.O. 1980, Chapter 141, as amended, or any substance which
is an equivalent under any succeeding legislation (a
"Contaminant") unless such Contaminant is required in the
ordinary course of carrying the Tenant's business. If the
Tenant intends to bring any contaminant onto the demised
premises, it shall notify the Landlord of the precise nature
and quantity of the Contaminant involved. Within thirty (30)
days prior to the end of the term hereof, the Tenant shall
removal all Contaminants brought on the demised premises and
shall comply with all requirements regarding removal,
disposal and cleaning imposed by any authority having
jurisdiction over the Contaminants involved. Before bringing
any Contaminant on the demised premises, the Tenant shall
deliver to the Landlord a bond issued by the bonding company
satisfactory to the Landlord-in an amount equal to Two (2)
years rent to guarantee fulfillment by the Tenant of its
obligations with respect to cleaning and removal of any
Contaminants.
Waste, offensive m) not to do or suffer any waste, disfiguration or injury to
Business Premises or any part thereof and not to use or permit to be
used any part of the Premises for any dangerous, noxious or
offensive trade xx.xxxxxxxx and not to cause or permit any
nuisance in, on or about the Premises;
Auction Sale n) not to conduct any auction sale on the Premises and not
Nuisance to do or permit to be done in, on or about the Premises any
act or thing which shall or may be or become a nuisance,
annoyance or inconvenience to the Landlord or its tenants or
the occupiers of any premises in the neighbourhood of the
-6-
Premises;
Compliance with o) not to do or permit to be done or omit or permit to be
Statutes, etc. omitted any act, matter or thing in or respecting the
Premises which by virtue of any statute, regulation, by-law
or order of any duly constituted public authority should not
be done or ought to be done or which shall contravene any of
the provisions thereof and to indemnify and keep indemnified
the Landlord against all actions, proceedings, costs,
expenses, claims and demands in respect of any such act,
matter or thing contravening any of the said provisions as
aforesaid;
Rules and p) that the Tenant and the employees of the Tenant and all
Regulations persons visiting or doing business with the Tenant on the
Premises shall, while on the Premises, be bound by and
observe all reasonable rules and regulations made by the
Landlord of which U notice in writing shall be given to the
Tenant and all such rules and regulations shall be deemed to
be incorporated in and form part of this leases
Alterations to q) not at any time during the Term, without the prior
Premises written consent of the Landlord, to erect any new building
on the Premises or make any alterations, whether structural
or otherwise, or any addition to the Building or make any
excavation on the Premises or interfere with or by building
or otherwise cause access to any pipe, wires, cables,
drains, sewers, watercourses, conduits or subways which now
are or at any time hereafter may be under, in or through the
Premises to be interfered with or adversely affected or
carry out any development of any kind whatsoever; provided
that any alterations, additions or improvements so erected
or made shall on the expiration or other termination of this
lease be and remain the property of the Landlord; provided,
however, that the Tenant may remove his fixtures. ,
Notwithstanding the foregoing no fixtures shall, except in
the ordinary course of business, be removed from the
Premises during the Term or at any time after, the
expiration of the Term without the prior written consent of
the Landlord until all rent (including additional rent) in
arrears and all rent (including additional rent) to become
due hereunder shall have been paid or secured to the
satisfaction of the Landlords
Removal of Goods r) not to sell, dispose of or remove any of its goods or
from Premises chattels from the Premises except in the ordinary course of
the Tenant's business, whether or not there is rent in
arrears and to permit the Landlord to seize and sell all
such goods and chattels at any place to which they have been
removed contrary to the provisions of this paragraph;
Waiver of s) the Tenant waives and renounces the benefit of any
Limitation of present or future statute taking away or limiting the
Distress Landlord's right to distress and agrees with the Landlord
that notwithstanding any such statute, none of the Tenant's
goods and chattels on the Premises at any time during the
Term shall be exempt from levy by distress for rent in
arrears;
Furnishing t) that the Tenant will furnish the Premises with a
Premises sufficient quantity of furniture, fixtures, and equipment on
which the Landlord's right to distress may be exercised in
an amount at least equal to one year's rental;
Tenant's Sign u) that the Tenant shall within three months from the date
hereof erect or paint a sign on the Premises setting out the
name and business of the Tenant and shall maintain the same
in a state of good repair and appearance.
-7-
Before erecting or painting the said sign the Tenant shall
obtain the written approval of the Landlords
No Additional v) that the Tenant will not at any time during the Term
signs erect or cause to be erected on the Premises any sign,
signboard or other outdoor advertising, without first
obtaining the written consent of the Landlord;
No Assignment or w) the Tenant shall not assign or sublet or allow the
Subletting Premises or any part thereof to be occupied or used by any
other person, firm or corporation without the prior written
consent of the Landlord, which consent may not unreasonably
be withheld, notwithstanding the provisions of Section 23 of
The Landlord and Tenant Act;
Showing Premises x) to permit the Landlord or its agents at any time within
three months next preceding the expiration or sooner
determination of the Term to enter upon the Premises and to
affix upon any suitable part thereof a notice for selling or
reletting the same and not to remove or obscure the same and
to permit all persons authorized in writing by the Landlord
or its agents to view the Premises at all reasonable hours;
Debris y) that the Tenant will not at any time during the Term
allow any refuse or debris to accumulate in or about the
Premises and will at all times keep the Premises in a clean
and wholesome condition and will observe all municipal
by-laws and regulations relating to the drains and sewers
servicing the Premises;
Outside Storage z) not at any time during the Term to store any material or
supplies of any kind on or about any part- of the Premises
outside the Building without the prior written consent of
the Landlord.
Notice of aa) to give to the Landlord prompt written notice of any
Accidents of accident or other defect in the water pipes or heating
Defects apparatus telephone, electric light or other wires, but
unless otherwise expressly provided there shall be no
obligation on the part of the Landlord to repair or make
good any such matters;
Heavy Equipment bb) not to bring upon the Premises or any part thereof any
machinery, equipment, article or thing that by reason of its
weight or size might damage the Premises and not at any time
to overload the floors of the Premises and if any damage is
caused to the 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 agents or servants
or any person having business with the tenant forthwith to
repair such damage;
Indemnity of cc) that the Tenant shall indemnify and save harmless the
Landlord Landlord from any and all liabilities, damages, costs and
claims, suits or actions arising out of: - (i) any breach,
violation or non-performance of any covenants, conditions or
agreements in this lease set forth and contained on the part
of the Tenant to be fulfilled, kept, observed and performed;
(ii) any damage to property occasioned by the use and
occupation of the Premises; (iii) any injury to any person
or persons, including death, resulting at any time therefrom
` occurring in, on or about the Premises, and/or on the
roads or sidewalks adjacent thereto;
-8-
Tenant's dd) that the Tenant shall take out and keep in force during
Insurance the Term, insurance upon all glass and plate glass in the
Premises and property damage insurance and public liability
insurance all in amounts and with policies in form
satisfactory from time to time to the Landlord, and all in
recognized insurance companies. Each such policy shall name
the Landlord as an additional insured and the cost or
premium of each and every such policy shall be paid by the
Tenant and not by the Landlord and the Tenant shall obtain
from the insurance companies involved undertakings to notify
the Landlord in writing at least ten (10) days prior to any
cancellation thereof. The Tenant agrees that if the Tenant
fails to take out or to keep in force such insurance the
Landlord will have the right to do so and to pay the premium
therefor and in such event the Tenant shall repay to the
Landlord the amount paid as premium, which repayment shall
be deemed to be additional rent payable on the first day of
the next month following the said payment by the Landlord.
The Tenant shall take out and keep in force during the Term
fire insurance covering its stock-in-trade, furniture and
fixtures in an amount equal to the full insurable value
thereof;
It is agreed and understood that if any glass is
damaged, the Tenant will replace same at his own cost.
Registration ee) the Tenant will not register this lease in this form in
the Registry office or the Land Titles Office. If the Tenant
desires to make a registration for the purpose of giving
notice of this lease, then the parties hereto shall
contemporaneously with the execution of this lease execute a
short form thereof solely for the purpose of supporting an
application for registration of notice thereof;
Liens on ff) the Tenant shall duly pay for all labour performed,
Alterations, etc. material or equipment furnished in, about or with reference
to any buildings erections, repairs, alterations,
installations or improvements which may be made or done from
time to time in or upon the Premises and every part thereof
at all times free and clear of all liens in respect thereof;
Tenant's gg) the Tenant agrees that it will at any time and from time
Certificates to time upon not less than ten (10) days prior notice
execute and deliver to the Landlord a statement in writing
certifying that this lease is unmodified and in full force
and effect (or, if modified, stating the modifications and
that the same is in full force and effect as modified), the
amount of the annual rental then being paid hereunder, the
dates to which the same, by installment or otherwise and
other charges hereunder have been paid, and whether or not
there is any existing default on the part of the Landlord of
which the Tenant has notice.
Proviso for 6. a) Provision for re-entry by the Landlord on non-payment
Re-entry of rent or non-performance of covenants, positive or
negative.
-9-
Remedies of b) If the Tenant shall fail to make any payment or payments
Landlord of rent or any part thereof or fail to pay any sum or sums
which are to be paid under this lease to the Landlord or
otherwise and such default shall continue for fifteen (15)
days or if the Tenant shall fail to perform any other
covenants, conditions or agreements contained herein and
shall allow such default to continue for fifteen (15) days
after written notice thereof then (i) the term hereby
granted may, at the option of the Landlord expressed in
writing, be terminated subject to any other rights or
remedies available to the Landlord and the term and estate
hereby vested in the Tenant and any and all other rights of
the Tenant hereunder shall thereupon immediately cease and
expire as full and with like effect as if the entire term
herein provided for had elapsed and rent and any other
payment for which the Tenant is liable under this lease
shall be apportioned and paid in full to the date of such
termination together with reasonable expenses of the
Landlord, including, but not restricted to, legal costs,
solicitors' fees and brokerage and `expenses of keeping the
Premises in good order and of preparing the premises for
reletting, and the Tenant shall immediately deliver up
possession of the Premises to the Landlord and (ii) the
Landlord, in addition to all other rights which it may have
under this lease or otherwise, shall have the right to enter
the Premises as the agent of the tenant without being liable
for any prosecution therefor and to relet the Premises as
the agent of the Tenant for whatever term and under whatever
conditions the Landlord may seem advisable and to receive
the rent therefor and as agent of the Tenant to take
possession of any chattels, furniture or other property on
the Premises and to lease the same or sell the same at
public or private sale with or without notice and to apply
the proceeds of such lease or sale and any rent derived from
reletting the Premises on account of the rent or other
charges under this lease.
LANDLORD'S COVENANTS
7. The Landlord covenants with the Tenant as follows: -
Quiet Enjoyment a) for quiet enjoyment;
Insurance b) to insure and keep insured the Premises against loss or
damage by fire, lightning, and (i) in the case of property
not under the sprinklered protection, the perils of the
insurance Advisory Organization Extended Coverage
Endorsement Form K66, together with the Malicious Damage
Extension Form 90, as the same may exist from time to time,
or (ii) in the case of property under sprinklered
protection, the perils of the Insurance Advisory
Organization Extended Coverage Endorsement Form L66 as the
same may exist from time to time; and
Boiler loss c) To insure and keep insured the Premises against damage of
Insurance whatsoever kind or nature by reason of the explosion or
collapse by vacuum or cracking of any steam or hot water
boilers, pipes and accessories in the Premises or the
Building or by reason of any other explosion, in an amount
from time to time reasonably satisfactory to the Landlord.
MUTUAL COVENANTS
8. It is hereby mutually agreed between the Landlord and the
Tenant as follows:
-10-
Net Rent a) it is the intention of this lease that the rental hereby
reserved shall be net to the Landlord and clear of all taxes
(except the Landlord's income taxes), costs and charges
arising from or relating to the Premises and that the Tenant
shall pay all charges, impositions, expenses of every nature
and kind relating to the Premises and the Tenant covenants
with the Landlord accordingly.
Landlord may b) if the Tenant shall fail to perform or cause to be
perform Tenant's performed each and every one of the covenants and
obligations obligations of the Tenant in this lease contained, the
Landlord shall have the right (but shall not be obligated)
to perform or cause the same to be performed and to do or
cause to be done such things as may be necessary or
incidental thereto (including without limiting the
generality of the foregoing, the right to make repairs,
installations, and expend money) and all payments, expenses,
charges, fees and disbursements incurred or paid by or on
behalf of the Landlord in respect thereof shall be paid by
the Tenant to the Landlord forthwith upon demand and shall
be recoverable in the same manner as rent in arrears;
Default c) if the Tenant shall be in default of any of its covenants
and obligations hereunder other than its covenant to pay
rent or amounts collectible hereunder as rent reserved and
in arrear the Landlord may give notice to the Tenant upon
such default coming to the attention of the Landlord and in
such notice the Landlord shall with reasonable particularity
state the nature of the default and require the same to be
remedied and the Tenant shall have thirty (30) days (or such
longer period as may be reasonably necessary bearing in mind
the nature of the default) from the receipt of such notice
within which to remedy such default. If after the expiration
of the times above limited the Tenant remains in default the
Landlord may thereupon at its option either by itself or its
lawfully authorized agent enter and re-enter into and upon
the Premises or any part thereof in the name of the whole
and have again, repossess and enjoy its former estate free
and clear of all claims of the Tenant.
Forfeiture d) provided that if the Term or any of the goods and
chattels of the Tenant shall be at any time seized or taken
in execution or in attachment by any creditor of the Tenant,
or, if the Tenant is a corporation, any proceeding shall be
taken or order shall be made for the winding-up of the
Tenant, or for the surrender or cancellation of, or the
forfeiture of the charter of the Tenant, or if a writ of
execution shall issue against the goods or chattels of the
Tenant, or if the Tenant shall execute any chattel mortgage
or xxxx of sale of any of its goods or chattels otherwise
than in the ordinary course of business, or if the Tenant
shall make an assignment for the benefits of creditors, or
becoming bankrupt or insolvent shall take the benefit of any
Act that may be in force for bankrupt or insolvent debtors
or shall abandon or attempt to abandon the Premises, or to
sell or dispose of its goods and chattels so that there
would not in the event of such sale or disposal be in the
opinion of the Landlord a sufficient distress on the
Premises, or if the Premises shall without the consent in
writing of the Landlord become and remain vacant or be not
used for a period of thirty (30) days or be used by any
persons other than such as are entitled to use them under
the terms of this lease or for any purpose other than that
for which the same are hereby demised then, and in every
such case, the then current month's rent, together with the
rent for the three months next ensuing and taxes for the
then current year (to be reckoned
-11-
at the rate for the next preceding year in case the rate
shall not have been fixed for the then current year), shall
immediately become due and payable and the Term shall, at
the option of the Landlord, forthwith become forfeited and
determined and in every of the above cases, such taxes shall
be recoverable by the Landlord in the same way as rent in
arrears;
Limitation of e) the Landlord shall not be liable nor responsible in any
Landlord's way for any personal or consequential damages of any nature
Liability whatsoever that may be suffered or sustained by the Tenant
or any employee, invitee, or licensee of the Tenant or any
other person who may be upon the Premises and, save as to
damage caused by the negligence of the Landlord, its
employees, servants, or agents, 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
Premises, including (without limiting the generality of the
foregoing) any loss of or damage to any such property caused
by theft or breakage or steam, water, rain or snow which may
leak into, issue or flow from any part of the Premises or
any adjacent or neighbouring land or premises or from the
water, steam, or drainage pipes or plumbing works of the
same or from any other place or from any damage caused by or
attributable to the condition or arrangement of any electric
or other wiring nor for any damage caused by anything done
or omitted to be done by any other tenant of the Landlord.
The Tenant covenants to save harmless and indemnify the
Landlord from and against all liability, loss, costs, claims
or demands made against it in respect of any injuries or
damage referred to ` in this paragraph except such as may
arise out of the negligence of the Landlord, its employees,
agents or servants; Waiver f) any waiver by the Landlord of
the breach of any covenant, condition, or proviso herein
shall not be taken to be a waiver of the breach of any other
covenant, condition or proviso herein nor a continuing
waiver of the same breach of the same covenant, condition or
proviso osr of the .subsequent compliance with the said
covenants, conditions or provisos and all of the rights and
remedies of the Landlord shall be deemed to be cumulative
and not alternative;
Fire, etc. g) if and whenever during the Term the Building shall be
destroyed or damaged by fire, lightning or tempest, or any
of the perils insured against the Landlord, then and in
every such event:
(i) if the damage or destruction is such that the Premises
are rendered wholly unfit for occupancy or are unsafe to use
and occupy and if in either event the damage, in the opinion
of the Landlord, to be given to the Tenant within ten (10)
days of the happening of such damage or destruction, cannot
be repaired with reasonable diligence within one hundred and
twenty (120) days from the happening of such damage or
destruction, then either the Landlord or the Tenant may
within five (5) days next succeeding the giving of the
Landlord's opinion as aforesaid terminate this lease by
giving to the other notice in writing of such termination,
in which event this lease and the Term shall cease and be at
an end as of the date of such damage or destruction and the
rent (including additional rent) and all other payments for
which the Tenant is liable under the terms of this lease
shall be apportioned and paid in full to the date of such
damage or destruction; in the event that
-12-
neither the Landlord nor the Tenant so terminates this lease
as aforesaid, then the rent hereby reserved shall xxxxx from
the date of the happening of the damage until the damage
shall be made good to the extent of enabling the Tenant to
use and occupy the Premises, and the Landlord shall repair
the damage with all reasonable speed;
(ii) if the damage be such that the Premises are wholly
unfit for occupancy, or are unsafe to use or occupy but if
in either event the damage, in the opinion of the Landlord,
to be given to the Tenant within ten (10) days from the
happening of such damage, can be repaired with reasonable
diligence within one hundred and twenty (120) days from the
happening of such damage then the rent hereby reserved shall
xxxxx from the happening of such damage until the damage
shall be made good to the extent of enabling the Tenant to
use and occupy the Premises and the Landlord shall repair
the damage with all reasonable speed;
Tenant's Parking h) the Tenant and the employees of the Tenant shall park
their automobiles or trucks only in areas designated by the
Landlord as parking areas and further, the Landlord and
person authorized by the Landlord shall have the right
without unduly interfering with the Tenant's business to
relocate or alter parking areas, driveways and access ramps
from time to time as the Landlord may desire including the
reduction, increase or change of the size and location
thereof provided always that access to and from the Premises
are at all times available;
Collection i) in the event that it shall be necessary to distrain or
Charges commence an action for the collection of rent herein
reserved or any portion thereof, or any other amount payable
by the Tenant under this lease or if it shall be necessary
to collect the same upon the demand of a solicitor or in the
event that it becomes necessary for the Landlord to prepare
and serve a notice requiring the Tenant to remedy a breach
of any of the covenants herein, the Tenant shall pay to the
Landlord on demand all costs, charges and expenses
(including solicitor's and counsel fees) incurred by the
Landlord incidental thereto or in connection therewith and
such costs, charges and expenses shall be recoverable in the
same way as rent in arrears;
Acceptance of j) the Tenant has leased the Premises after examining the
Premises site and the Building or the plans and specifications
relating to the same and unless the Tenant furnishes the
Landlord with a notice in writing specifying any defect in
the construction of the Premises or otherwise within ten
(10) days after taking possession thereof, such taking of
possession shall be conclusive evidence as against the
Tenant that at the time thereof the Premises were in good
order and satisfactory condition;
Overholding k) if, at the expiration or other termination of this lease,
the Tenant shall remain in possession of the Premises, with
or without the consent of the Landlord and without any
further written agreement, a tenancy from year to year shall
not be created by implication of law, but the Tenant shall
be deemed to be a monthly tenant only, at a monthly rental
equal to two (2) times the rent payable in respect of the
last month prior to the expiration of the Term, payable in
advance on the first day of each month and subject in all
other respects to the terms of this lease.
-13-
Amounts owing as l) all amounts owed by the Tenant to the Landlord hereunder,
Additional Rent other than rent, shall be deemed to be additional rent and
shall, unless otherwise provided herein, be paid within
fifteen (15) days from the date of demand by the Landlord;
Interest on m) all amounts owed by the Tenant to the Landlord hereunder,
Amounts Owing including rent, shall bear interest from the date due until
the date paid at the rate equivalent to two per cent (20)
above the prime rate of interest in effect on the date of
payment at The Royal Bank of Canada, Toronto or at the
maximum legal rate of interest, whichever is lower.
Notices n) save as otherwise herein specifically provided, any
notice required or contemplated by any provision of this
lease shall be given in writing enclosed in a sealed
envelope addressed in the case of notice to the Landlord to
it at 0000 Xxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0, and
in the case of notice to the Tenant to it at the Premises,
and mailed by registered mail, postage prepaid. The time of
giving of such notice shall be conclusively deemed to be the
fourth business day after the day of such mailing. Such
notice shall also be sufficiently given if and when the same
shall be delivered, in the case of notice to an executive
officer of the Landlord, and in the case of notice to the
Tenant, to the Tenant personally or if the Tenant is a
corporation to an executive officer of the Tenant. Such
notice, if delivered, shall be conclusively deemed to have
been given and received at the time of such delivery. If in
this lease two or more persons are named as Tenant, such
notice shall also be sufficiently given if and when the same
shall be delivered personally to any one of such persons.
Provided that either party may by notice to the other, from
time to time designate another address in Canada to which
notices mailed more than ten (10) days thereafter shall be
addressed;
Subordination o) this lease is subject and subordinate to all ground and
underlying leases and to any charges on or charges from time
to time created by the Landlord by mortgage or charge on the
Premises or the Building and the Tenant shall from time to
time as requested by the Landlord execute all documents and
give such further assurances as may be reasonably required
to postpone its rights and privileges to the holder of any
such leases, charges or mortgages;
Entire Agreement p) the Tenant acknowledges that there are no covenants
representations, warranties, agreements or conditions
expressed or implied, collateral or otherwise forming part
of or in any way affecting or relating to this lease save as
expressly set out in this lease and that this lease, the
offer to lease and exterior maintenance contract,
constitutes the entire agreement between the Landlord and
the Tenant and may not be modified except as herein
explicitly provided or except by subsequent agreement in
writing of equal formality hereto executed by the Landlord
and the Tenant. It is further agreed that the offer to Lease
attached hereto, forms an integral part of this lease.
Change of Control q) if the Tenant is a corporation and, if, by sale or other
of Tenant dispositions, the control thereof changes at any time during
the Term, then, at the option of the Landlord, this lease
may be cancelled by the Landlord upon giving sixty (60)
days' prior written notice to the Tenant of its intention to
do so.
-14-
Adjustments r) upon the termination of this lease by effluxion of time,
or the sooner determination of this lease, other than sooner
determination resulting from any of the matters referred to
in paragraph (d) of Clause 8 hereof, the Landlord shall pay
to the Tenant the value of any unexpired insurance upon the
Building and other improvements on the Premises and the
parties shall pro rata adjust, apportion and allow between
themselves all items of taxes, water rates and other matters
of a similar nature to the intent and purpose that the
Tenant shall bear the burden thereof until it shall deliver
up possession of the Premises on the termination of the
lease or at the expiry of any holding over but not
afterwards.
Expropriation s) if the Premises or any part thereof shall be expropriated
for a public or quasi public purpose the Landlord shall be
entitled, at its option, forthwith to terminate this lease
by giving notice in writing to the Tenant and thereupon rent
and all other payments payable by the Tenant hereunder shall
be apportioned and paid to the date of termination and the
Tenant shall surrender and yield up possession of the
Premises to the Landlord and the Landlord shall solely be
entitled to any award payable on any such expropriation free
of any apportionment in favour of the Tenant;
Force Majeure t) wherever in this lease it is provided that anything be
done or performed within a specified period such provisions
are subject to strikes, lockouts, availability of materials,
government rules, regulations or order or any other
conditions (other than financial conditions) beyond the
reasonable control of the Landlord or the Tenant, as the
case may be, and where any such conditions arise the period
of time for the Landlord or Tenant to comply with the
specific obligation hereunder shall be extended to the
extent of the period of delay caused by any of the foregoing
events;
Covenants u) the Landlord and the Tenant agree that all of the
severability provisions of this lease are to be construed as covenants
and agreements as though the words importing such covenants
and agreement were used in each separate section hereof.
should any provision or provisions of this lease be illegal
or not enforceable it or they shall be considered separate
or severable from this lease and its remaining provisions
shall remain in force and be binding upon the parties
hereto as though the said provision or provisions had never
been included:
Titles v) the titles of articles and the captions of sections
appearing in this lease have been inserted as a matter of
convenience and for reference only and in no way define,
limit or enlarge the scope or meaning of this lease or of
any provisions thereof;
Successors w) this indenture and everything herein contained shall
and Assigns enure to the benefit of and be binding upon the respective
heirs, executors, administrators, successors, assigns and
other legal representatives, as the case may be, of each and
every of the parties hereto, subject to the granting of
consent by the Landlord as provided in paragraph 5(w) hereof
to any assignment or sub-lease and every reference herein to
any party hereto shall include the heirs, executors,
administrators, successors, assigns and other legal
representatives of such party, and where there is more than
one tenant or there is a female party or a corporation the
provisions hereof shall be read with all grammatical changes
thereby rendered necessary and all covenants shall be
deemed joint and several.
-15-
IN WITNESS WHEROF the Landlord and the Tenant have executed this Indenture.
SIGNED, SEALED AND DELIVERED
in the presence of: G.G.S. PLASTICS ENGINEERING INC.
By:
--------------------------------
Name: Name
Title: Title
SLOUGH ESTATES CANADA LIMITED
By:
--------------------------------
Name: Name
Title: Title
SEPTEMBER 8, 1989.
SCHEDULE "B"
0 XXXXXXX XXXX. XXXXXXXX. XXXXXXX - BUILDING 1110
Consisting of a single storey office and warehouse unit/building.
AREA: Office 4,000 sq. ft. approx.
Warehouse 27,200 sq. ft. approx.
Total 31,200 sq. ft.
ELEVATIONS:
Front (South):
4" face brick on concrete block. 5" thick precast concrete panel pure white
exposed aggregate with 1" x 3" accent bands, 30 tinted windows in prefinished
aluminum frames complete with 9" high base with insulation. (2) 3" x 7" entrance
doors, tinted in prefinished aluminum frame complete with sidelight and transom.
Sides (East & West):
4" face brick on concrete block, 5" thick precast concrete panel pure white
exposed aggregate with 1" x 3" horizontal and vertical accent bands, 10 tinted
double glazed windows in aluminum trim a complete with 9" high prefinished
aluminum insulated base. East elevation complete with (1) 3' x 7' hollow metal
exit door.
Rear (North):
4" face brick on concrete blocks, 1 vertical ladder to comply with the latest
building code, (2) 8' x 10' wood sectional overhead door, (2) 3' x 7' metal man
exit doors, 1 exit door complete with glazed transom.
FLOOR:
5" 3,000 PSI concrete floor slab.
ROOF:
4 ply felt and gravel built up roofing with 2" rigid insulation and vapour
barrier.
Under Steel: 18"
OFFICE CONSISTING OF: Ceiling Height: 9 Feet
1 Vestibule area complete with vinyl composite floor tiles. general office, 6
private offices, l coat closet, 1 storage room, 1 computer room all fully
broadloom. 2 private offices, 1 quality control area all complete with vinyl
composite floor tiles, 1 tool room complete with concrete flooring, (1) 10 x 12
overhead door, all acoustical ceiling tiles on T-Bar grid, drywall painted
partitions.
Warehouse Area:
1 Quality control area, 1 production manager, 1 shippers office all complete
with vinyl composite floor tiles.
-17-
WASHROOMS:
2 Consisting of:
1 Water closet outfit with olsonite seat.
1 Wash hand basin with center set faucets. 1 18" x 24" mirror.
Drywall painted partitions.
Acoustical ceiling tiles on a T-Bar grid system. Vinyl composite
floor tiles.
1 1 x 4 (2) lamp fluorescent fixture.
LOCKER ROOMS:
WOMENS MENS
------ ----
2 3 Water closet complete with Olsonite seat.
2 2 Wash hand basin complete with centerset faucets'.
2 2 18 X 24 mirrors.
Drywall painted partitions.
Acoustical ceiling tiles on a T-Bar grid system.
Vinyl composite floor tiles.
- 1 Urinal.
4 4 1 x 4 (4) lamp fluorescent fixtures.
KITCHENETTE:
Complete with stainless steel sink with centerset faucets, countertop and
vanity, vinyl composite floor tiles, drywall painted partitions, acoustical
ceiling tiles on a T-Bar grid system.
LUNCHROOM:
1 stainless steel sink complete with centerset faucets, countertop and vanity,
vinyl composite floor tiles, drywall painted partitions, acoustical ceiling
tiles on a T-Bar grid system, 1 hot water heater closet.
HEATING:
1 Recessed force flow heater.
5 Trane gas fired unit heater complete with thermostat and starting switches.
1 40 gallon hot water heater.
3 Rooftop mounted heat/air conditioning unit.
1 Water fountain warehouse.
12 1.0 KW baseboard heaters.
3 1.5 KW baseboard heaters.
1 3.0 KW force flow heater.
ELECTRICAL:
2 Incandescent recessed pot lights.
8 1" x 4" (2) lamp floursescent fixtures
41 2" x 4" (4) lamp floursescent fixtures
110 96" twin floursescent lamps
6 Exit light signs.
1 120/208 volt 30-4W 225 AMP 42 breaker panel.
1 347/600 volt 30-4W 100 AMP 18 breaker panel.
-18-
1 800 AMP 3P disconnect switch
1 100 AMP 347/600 disconnect switch
1 800 AMP splitter.
3 30 AMP disconnect switches
2 100 AMP disconnect switches
1 60 AMP disconnect switches
1 45 KVA transformer
DRAPES:
Vertical blinds supplied on the South. East and West elevations.
MISCELLANEOUS:
Sprinklered throughout conforming to the Insurance Advisory Organization
standards.
