THIS LEASE made as of the 1st day of June, 2000.
IN PURSUANCE OF THE LAND TRANSFER FORM ACT, PART 2.
BETWEEN:
GREAT NORTHWEST INDUSTRIES OF CANADA LTD., a company incorporated under the laws
of the Province of British Columbia and having an office c/o PACIFICA FIRST
MANAGEMENT LTD., #000 - 0000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("the Landlord")
OF THE FIRST PART
AND:
MILINX BUSINESS SERVICES INC., a company duly incorporated under the laws of the
Province of British Columbia and having an office at the 0xx Xxxxx, 0000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
("the Tenent")
OF THE SECOND PART
PREMISES
1. PREMISES: In consideration of the rents, covenants, conditions and agreements
hereinafter contained on the part of the Tenant to be paid, observed and
performed, the Landlord hereby demises and leases unto the Tenant the premises
described in the first part of Schedule "A" annexed hereto (the "Premises") on
the terms, conditions and covenants hereinafter set forth (the Building of which
the Premises form part is hereinafter referred to as the "Building").
TERM AND RENEWAL
2. TERM: To have and to hold the Premises for and during the term of THREE YEARS
(3) years (the "Term") computed from the I st day of June, 20C)O, and from
thenceforth ensuing and to be fully completed and ended on the 00 xx xxxx xx
Xxx, 0000.
Page 2
3. TERMINATION OPTION: So long as the Tenant is not in default hereunder, and
subject to the terms and conditions hereinafter set forth, the Tenant shall have
the option of terminating the Term of this Lease (the "Option") at any time
after May 31, 2001. The Option may only be exercised by delivery of written
notice (the "Notice") by the Tenant to the Landlord at least three (3) months
prior to the proposed termination date, which Notice shall clearly state that
the Tenant has elected to exercise the option to terminate the Lease as set out
in this paragraph. The Notice shall also state the termination date (which shall
be a date after May 31, 2001) and shall not be effective unless it is
accompanied with a certified cheque or bank draft equal to two months rent
(including minimum rent, additional rent and Goods and Services Tax thereon)
payable to the Landlord or its agent, Pacifica First Management Ltd. If the
Tenant fails to vacate the Premises on or before the termination date specified
in the Notice, the Landlord may, at its option, by written notice delivered to
the Tenant at the Premises, deem the Tenant's Notice to exercise the Option null
and void, in which case the Lease shall remain in full force and effect.
RENT
4. RENT: Yielding and paying therefore during the Term hereby granted the sum of
THIRTY-TWO THOUSAND NINE HUNDRED THIRTY-FOUR DOLLARS ($32,934.00) of lawful
money of Canada, payable without deduction, abatement or set off whatsoever, in
advance on the 1st day of each and every month in THIRTY-SIX (36) consecutive
monthly instalments as follows:
The sum of NINE HUNDRED FOURTEEN DOLLARS AND EIGHTY-THREE CENTS ($914.83) on the
1st day of June, 2000, and c3 like sum of NINE HUNDRED FOURTEEN DOLLARS AND
EIGHTY-THREE CENTS ($914.83) on the 1st day of each and every month thereafter
to and including the 1st day of May, 2003;
A security/damage deposit (the "Deposit") of ONE THOUSAND SEVEN HUNDRED
SEVENTEEN DOLLARS AND FORTY-SEVEN CENTS ($1,717.47) shall be paid by the Tenant
to the Landlord upon execution of this Lease to be held by the Landlord as a
deposit to secure fulfillment of the Tenant's obligations hereunder. In the
event of default on the part of the Tenant of any of its obligations hereunder,
the Landlord may, in its discretion, apply any or all of the Deposit towards
fulfillment of the Tenant's obligations. In such event, the Tenant shall
replenish the Deposit to its original level upon written request of the
Landlord. Failure of the Tenant to replenish the Deposit to its original level
as provided for herein shall constitute a material breach of this Lease and the
Tenant hereby agrees that such breach shall be subject to the some consequences
as if the Tenant had failed to pay rent when due. The Tenant may not, without
the Landlord's written agreement, apply any or all of the Deposit towards
payment of any rent or additional rent payable hereunder. The Deposit shall be
repaid to the Tenant, without interest, upon termination of the Term as set out
herein, provided that the Tenant has vacated the Premises and fulfilled all of
its obligations hereunder.
Page 3
The aforementioned rent payments plus any Operating Expenses (as hereinafter
defined) payable by the Tenant to the Landlord on c3 monthly basis, together
with Goods and Services Taxes thereon, shall be paid by way of post-dated
cheques. The Tenant shall provide to the Landlord twelve post-dated cheques
covering the said rent, Operating Expenses and Goods and Services Taxes prior to
the beginning of each twelve month period of the Term.
5. If the Term commences on any day other than the first day of c3 month or
expires on any day other than the last day of a month, the rent for the fraction
of C3 month at the commencement and at the end of the Term shall be adjusted pro
rata on a per them basis.
6. DEFINITIONS: In this Lease, the following phrases shall have the following
meanings:
a. "Taxes" means all taxes, rates, duties, levies and assessments whatsoever,
whether general or special, whether municipal, provincial, federal, school or
otherwise charged upon the Building, the lands and all improvements thereof, or
upon the Landlord on account thereof including all taxes, rates, duties, levies
and assessments for local improvements, and including all taxes, rates, duties,
levies and assessments which may in future be levied in lieu of Taxes as
hereinbefore defined and also any legal fees or appraisers' fees incurred by the
Landlord in respect of any assessment, appeal or judicial review for the
determination of Taxes as herein before defined; For greater certainty, Taxes
shall exclude taxes on income and profits of the Landlord;
b. "Operating Expenses" means the total amount paid or payable whether by the
Landlord or others on behalf of the Landlord for taxes and for complete
maintenance of the lands on which the Building is situate, the Building and the
Premises, such as are in keeping with maintaining the standard of a first class
Building, all repairs and replacements required for such maintenance, the costs
of providing electricity not otherwise paid by tenants, the costs of painting
interior areas not normally rented to tenants and the costs of painting and
otherwise maintaining the outside of the Building, the costs of heating, the
costs of snow removal, landscape maintenance, refuse removal and other costs in
connection with the maintenance of common outside areas and facilities, water
rates, Building and cleaning supplies, fire, casualty, liability and other
insurance costs, salaries and wages, including employee benefits and Workers'
Compensation Board assessment service contracts with independent contractors,
maintenance fees, special levies approved by the Owners of the Strata
Corporation in which the Premises form part, except for special levies passed in
relation to structural repairs and replacements; management fees and all other
expenses paid by or payable by the Landlord in connection with the ownership and
operation of the Premises, but shall not include interest on debt or capital
retirement of debt or any amounts directly chargeable by the Landlord to any
tenant or tenants as otherwise provided herein; For greater certainty, Operating
Expenses shall exclude the cost of structural repairs and replacements to the
Building in which the Premises are situated; and
c. "Accounting Year" means each 12 month period commencing January I and ending
December 31, the whole part of which 12 month period is within the Term hereby
demised.
Page 4
7. ADDITIONAL RENT: The Tenant shall pay as additional rent to the Landlord by
monthly instalments as may be fixed by the Landlord from time to time Operating
Expenses. For the first year of the Term, the Landlord has estimated the
Operating Expenses to be paid by the Tenant to be $690.28 per month.
8. ADJUSTMENTS: At the end of each Accounting Year, the Landlord shall compute
the amount of Operating Expenses for such Accounting Year and the Tenant's
Proportionate Share thereof. A statement showing these details shall be
submitted to the Tenant stating also the amount of the monthly instaiments for
the ensuing Accounting Year, and an adjustment between the parties equal to the
amount of the surplus or deficiency of rent paid pursuant to clause 8 shall be
made within 10 days from the date of delivery of such statement.
TENANT'S COVENANTS
9. PAY RENT AND UTILITIES: The Tenant covenants with the Landlord to pay rent
and to pay all rates and charges for water, heat, gas and electric light and/or
power supplied to or used on the Premises.
10. PAY BUSINESS TAXES, ETC.: The Tenant covenants with the Landlord to pay all
taxes, licenses, rates, duties, levies and assessments imposed or levied
covering any period during the Term and relating to or in respect of the
business or profession of the Tenant or relating to fixtures, machinery,
chattels or equipment brought on to the Premises built, made or installed by the
Tenant or at the Tenant's request, or being any special or additional taxes,
licenses, rates, duties, levies and assessments which the Tenant or any
subtenants, Concessionaires and licensees of the Tenant shall elect or cause to
have the Premises or any part thereof assessed or charged with, whether any such
taxes, licenses, rates, duties, levies and assessments are payable in law by the
Tenant or by the Landlord. If at any time for any reason during the Term of this
Lease the Landlord is required to pay any of the foregoing, then C3 sum equal to
the amount so paid shall be paid by the Tenant to the Landlord forthwith upon
demand.
11. REPAIRS:
a. The Tenant covenants with the Landlord to repair, maintain and keep the
Premises, with the appurtenances and all fixtures, in good and substantial
repair when, where and so often as need shall be, reasonable wear and tear and
damage by fire, lightning, tempest, earthquake, acts of God or the Queen's
enemies, impact of aircraft, riots, insurrections, structural defects or
weaknesses and explosion (unless caused by the negligence of the Tenant, its
agents, employees, invitees, subtenants, concessionaires or licensees) only
excepted, provided that the Tenant shall keep the Premises well pointed at all
times in accordance with the Landlord's reasonable requests and in such
condition as a careful owner would do. The colour of all painting shall first be
approved in writing by the Landlord. Without limiting the generality of the
foregoing, the Tenant shall promptly and diligently undertake and complete all
normal maintenance, painting, repairs and replacements of all wall and floor
coverings, curtains, blinds, drapes, and glass in or about the Premises from
time to time and at all times during the Term hereof;
Page 5
b. The Tenant covenants with the Landlord to permit the Landlord, its agents or
employees, to enter and view the state of repair, to repair according to notice
in writing except as aforesaid; and to leave the Premises at the expiration or
sooner termination of this Lease in good repair except as aforesaid; and
c. If the Tenant should fail to repair in accordance with the provisions hereof,
the Landlord, its agents or employees, may forthwith enter the Premises and make
the required repairs and for that purpose the Landlord may bring and leave upon
the Premises all necessary tools, materials and equipment and the Landlord will
not be liable to the Tenant for any inconvenience, annoyance or loss of business
or any injury or damages suffered by the Tenant by reason of the Landlord
effecting such repairs unless caused by the negligence of the Landlord, its
agents or employees, and the expense of such repairs will be borne by the Tenant
who shall pay it to the Landlord forthwith upon demand.
12. NUISANCE. The Tenant covenants with the Landlord that the Tenant shall not
at any time during the Term, use, exercise or carry on or permit or suffer to be
used, exercised or carried on, in or upon the Premises or any part thereof any
noxious, noisome or offensive art, trade, business, occupation or calling, and
no act, matter or thing whatsoever shall at any time during the Term be done in
or upon the Premises or any part thereof which shall or may be or grow to be the
annoyance, nuisance, damage or disturbance of the occupiers or owners of the
Building or adjoining land and properties.
13. INCREASE OF INSURANCE RATES: The Tenant covenants with the Landlord that the
Tenant will not do or omit or permit to be done or omitted to be done upon the
Premises anything which shall cause the rate of insurance upon the Building or
any part thereof to be increased and if the insurance rate shall be increased as
aforesaid, the Tenant shall pay to the Landlord the amount by which the
insurance premiums shall be so increased. If notice of cancellation shall be
given respecting any insurance policy or if any insurance policy upon the
Building or any part thereof shall be cancelled or refused to be renewed by an
insurer by reason of the use or occupation of the Premises or any part thereof,
the Tenant shall forthwith remedy or rectify such use or occupation upon being
requested to do so in writing by the Landlord, and if the Tenant shall fail to
do so forthwith the Landlord at its option may terminate this Lease forthwith by
giving to the Tenant notice in writing of its intention so to do, and thereupon
rent and any other payments for which the Tenant is liable under this Lease
shall be apportioned and paid in full to the date of such termination of the
Lease, and the Tenant shall immediately deliver up possession of the Premises to
the Landlord.
14. COMPLY WITH LAWS: The Tenant shall promptly comply at its expense with all
provisions of law including, without limitation, federal and provincial
legislative enactments, building, zoning, development and other civic by-laws
and any and all other governmental and municipal regulations, laws, orders,
ordinances and directives which relate to the partitioning, operation and use of
the Premises or equipment situate thereon and to making of any repairs,
replacements, alterations, additions, changes, substitutions or improvements of
or to the Premises, and with all police, fire and sanitary regulations or
directives imposed or made by any federal, provincial or municipal or other
authorities or by fire insurance underwriters or any association thereof, and
observe and obey all government and municipal regulations and other requirements
governing the conduct of all business conducted in the Premises, and all notices
in pursuance of some and whether served upon the Landlord or the Tenant.
Page 6
15. RULES AND REGULATIONS: The Tenant covenants with the Landlord that any and
all reasonable rules and regulations that may be made by the Landlord and of
which notice shall be given to the Tenant in writing shall be observed and
performed by the Tenant, its invitees, servants, agents, subtenants,
concessionaires and licensees, and all such rules and regulations shall be read
as forming part of the terms and conditions of this Lease as if the some were
embodied herein.
16. DAMAGE TO BUILDING BY TENANT: The Tenant covenants with the Landlord that
the Tenant shall reimburse the Landlord for costs incurred by the Landlord in
making good any damage caused to the Building or any appurtenances thereto as a
result of the negligence or willful act of the Tenant, its invitees, servants,
agents, subtenants, concessionaires and licensees.
17. ASSIGNING AND SUBLETTING: The Tenant covenants with the Landlord that the
Tenant will not assign, sublet or part with the possession of the Premises or
any part thereof without the prior written consent in writing of the Landlord,
which consent shall not be unreasonably withheld. Provided that the Tenant
shall, at the time the Tenant shall request the consent of the Landlord, deliver
to the Landlord such information in writing (the "required information") as the
Landlord may reasonably require respecting the proposed assignee,
concessionaire, subtenant, or licensee, including the name, address, nature of
business, financial responsibility and standing of such proposed assignee,
concessionaire, subtenant or licensee. Provided that no such assignment,
subletting or parting with possession shall release or relieve the Tenant from
its obligations fully to perform and observe all the terms, covenants and
conditions of this Lease on its part to be performed and observed. Further
provided that no such assignments, subletting or parting with possession shall
be made to any person, persons, firms, partnership or corporation carrying on
any business which the Landlord may wish or be obliged to restrict by reason of
any other lease or contract relating to any other nearby tenant of the Landlord.
Further provided that if the Tenant is an incorporated company, any change in
the control of such company shall be deemed, for the purposes hereof, to be an
assignment of this Lease.
18. USE OF PREMISES: The Tenant covenants with the Landlord that the Premises
shall not be used for any other purposes than as business office.
The Tenant further covenants to operate and conduct its business upon
the whole of the Premises in an up-to-date, high class and reputable manner. No
auction, fire, bulk or bankruptcy sale shall be conducted on the Premises nor
shall any special sale or sales be carried on therein other than such as are
incidental to the normal routine of the Tenant's business upon the Premises with
its regular customers. The Tenant further covenants to install and maintain at
all times in the Premises first class trade fixtures and furniture adequate and
appropriate for the business of the Tenant thereon.
19. LICENSES AND PERMITS: The Tenant shall secure any licence or permit from
civic, municipal, provincial or other authorities which may be necessary for the
conduct of the Tenant's business upon the Premises. The Tenant acknowledges that
the Landlord has not made any warranties, representations, covenants or
inducements of any kind that the Premises may be used for the purposes
aforesaid, and agrees that the failure to secure such licence or permit, or its
subsequent suspension or cancellation shall in no way affect the Tenant's
obligations to the Landlord under this Lease.
Page 7
20. OVERLOADING FLOORS: The Tenant covenants with the Landlord not to place on
the Premises any safe, heavy business machine, machinery, equipment or other
heavy thing without obtaining the prior written consent of the Landlord.
21. REFUSE, ETC.: The Tenant covenants with the Landlord that the Tenant shall
not allow any refuse, garbage, or other loose or objectionable material to
accumulate in or about the Premises and will at all times keep the Premises in
clean and wholesome condition, and that the Tenant will keep clean and free from
any rubbish, boxes, waste material, ice or snow, all walks, passages, yards and
alleys adjacent to the Premises. The Tenant further covenants that the Tenant
will not upon the termination of the Term leave upon the Premises any rubbish or
waste material and will leave the Premises in a clean and tidy condition.
22. SALE AND RENT SIGNS AND ACCESS: The Tenant agrees that the Landlord shall
have the right Within the three months next preceding the termination of the
Term to place upon the Premises c3 notice, of reasonable dimensions and
reasonably placed so as not to interfere with the business of the Tenant,
stating that the Premises are for sale or to let and further provided that the
Tenant will not remove or obscure such notice or permit the same to be removed
or obscured. The Tenant further agrees to allow prospective purchasers or
tenants to enter and inspect the Premises on week days during the said three
months.
23. ACCESS FOR LANDLORD'S REPAIRS: The Tenant agrees that the Landlord, its
employees and agents, shall have the right to enter the Premises at all
reasonable times upon providing reasonable notice to the Tenant, to examine the
same and make such repairs, alterations, improvements or additions as the
Landlord may deem necessary or desirable in the Premises or as the Landlord may
be required to make by law or in order to repair and maintain the Building. The
Landlord, its employees and agents, shall be allowed to take into the Premises
all material which may be required for such purpose and the rent reserved shall
in no way xxxxx while such repairs, alterations, improvements or additions are
being made by reason of interruption of the business of the Tenant. The Landlord
will exercise reasonable diligence so as to minimize the disturbance or
interruption of the Tenant's operations.
24. IMPROVEMENTS AND ALTERATIONS:
a. The Tenant agrees not to make any alterations, additions or improvements in
or to the Premises without obtaining the Landlord's prior written consent and
all such work shall be done only by contractors or tradesmen or mechanics
approved in writing by the Landlord and at the Tenant's sole expense and at such
times and in such manner as the Landlord may approve. In case any alterations,
additions or improvements are made to the Premises by the Tenant, the Tenant
shall at the expiration or sooner termination of this Lease restore the Premises
to a reasonable state of repair, reason- able wear and tear excepted, or, if the
Landlord would prefer that such alterations, additions and improvements shall
remain, in which case no compensation shall be allowed to the Tenant for the
same, the Landlord may require the Tenant to restore the Premises to such extent
as the Landlord may deem expedient although retaining as far as possible the
alterations, additions and improvements, without in any case any compensation to
the Tenant therefore;
Page 8
b. All articles of personal property and all business and trade fixtures,
machinery and equipment and furniture owned by the Tenant or installed by the
Tenant in the Premises at the Tenants expense shall remain the property of the
Tenant and may be removed by the Tenant at any time during the Term of this
Lease, provided that the Tenant at its own expense shall repair any damage to
the Premises or to the Building caused by such removal or by the original
installation. The Landlord may require the Tenant to remove all or any part of
such prop" at the expiration or sooner termination of this Lease and such
removal shall be done at the Tenant's expense and the Tenant shall at its own
expense repair any damage to the Premises or the Building caused by such removal
or by the original installation. If the Tenant does not remove its property
forthwith after written notice by the Landlord to that effect, such property
shall, if the Landlord elects, be deemed to become the Landlord's prop" or the
Landlord may remove the same at the expense of the Tenant and the cost of such
removal and any necessary storage charges shall be paid by the Tenant forthwith
to the Landlord on demand. The Landlord shall not be responsible for any loss or
damage to such prop" because of such removal; and
c. The Tenant covenants with the Landlord that the Tenant shall promptly pay all
charges incurred by the Tenant for any work, materials or services that may be
done, supplied or performed in respect to the Premises and shall forthwith
discharge any liens at any time filed against and keep the lands and Building of
which the Premises form a part free from liens and in the event that the Tenant
fails to do so, the Landlord may, but shall be under no obligation to, obtain a
discharge of any such lien in the name of the Tenant by payment or by giving
security and any amount so paid together with all disbursements and costs in
respect of such proceedings on a solicitor and client basis shall be forthwith
due and payable by the Tenant to the Landlord as additional rent. The Tenant
shall allow the Landlord to post and keep posted on the Premises any notices
that the Landlord may desire to post under the provisions of the Builders Uien
Act or other legislation.
25. SIGNS, ADVERTISING, ETC.: The Tenant shall not erect, install or display any
exterior signs or interior window or door signs or advertising media or window
or door lettering or placards without the previous written consent of the
Landlord other than a suitable sign of a kind, size and design and in a
location, first approved in writing by the Landlord, publicizing the Tenant's
trade name and type of business, and upon the expiration or sooner termination
of this Lease will remove the same. The Tenant shall not use any advertising
media that the Landlord shall deem objectionable to it or other tenants such as
loud speakers, phonographs, broadcasts or telecasts in a manner to be heard or
seen outside the Premises. The Tenant shall not install any exterior lighting,
plumbing fixtures, shades, awnings or decorations or install or erect any
building, fence, aerial or mast or do any exterior painting or make any change
to the front of the Premises without the previous written consent of the
Landlord, and upon the expiration or sooner termination of this Lease will
remove the same if required to do so by the Landlord.
Page 9
The Tenant covenants with the Landlord to indemnify and save harmless the
Landlord from and against any and all manner of claims, demands, actions or
causes of action, damages, loss, costs or expenses which it may sustain, incur
or be put to by reason Of any such signs Or other installations hereinbefore
described now existing or which may hereafter be erected by the Tenant upon,
over or projecting from or above the Premises, and will pay the premiums charged
upon any bond of indemnity or liability policy in respect of such signs or other
installations hereinbefore described issued upon demand of any authority;
Provided always that the Landlord shall at all times be at liberty to examine
the signs or other installations hereinbefore described and that the Tenant will
repair Or strengthen the same upon notice from the Landlord, and if the Tenant
shall fail to comply with such notice, the Landlord shall be at liberty to
repair or strengthen the said signs or other installations hereinbefore
described and the undertaking of such repairs or strengthening by the Landlord
shall not be deemed an acknowledgment or admission of any liability or
responsibility on the part of the Landlord.
26. INDEMNITY TO LANDLORD: The Tenant shall indemnify and save harmless the
Landlord from any and all liabilities, damages, costs, claims, suits or actions
arising out of:
a. any breach, violation, or non-performance of any covenant, condition or
agreement in this Lease set forth and contained on the part of the Tenant, to be
fulfilled, kept, observed and performed;
b. any damage to property while said property shall be in or about the Premises
during the Term and any renewal or extension thereof; and
c. any injury to any licensee, invitee, agent or employee of the Tenant,
including death resulting at any time therefrom, occurring in or about the
Premises and/or on the lands of which the Premises form a part during the Term
and any renewal or extension thereof; and this indemnity shall survive the
expiry or sooner termination of this Lease.
27. TENANT INSURANCE:
a. The Tenant shall at its expense, provide and maintain in force during the
Term of this Lease or of any renewal thereof:
i. plate glass insurance, for the benefit of the Landlord and the Tenant,
covering all plate glass in the Premises, including plate glass windows and
doors, in an amount equal to the full insurable value thereof;
ii. public liability insurance, for the benefit of the Landlord and the Tenant
as their respective interests may appear, in the sum of FIVE MILLION DOLLARS
($5,000,000.00) in respect of injury or death to one or more persons or property
damage; and
iii. in the event that the Premises contain a boiler installation, or in the
event that the same shall at any time during the Term be installed on the
Premises, then boiler insurance for the benefit of the Landlord and the Tenant,
in amounts satisfactory to the Landlord in respect of injury or death to one or
more persons or property damage;
Page 10
b. All insurance shall be effected with insurers and brokers and upon terms and
conditions satisfactory to the Landlord and certified copies of all policies
shall be delivered to the Landlord forthwith;
c. All policies of insurance shall contain a waiver of subrogation clause in
favour of the Landlord and shall also contain a clause requiring the insurer not
to cancel or change the insurance without first giving the Landlord 30 days'
prior written notice thereof;
d. The Tenant agrees that if it does not provide or maintain in force such
insurance, the Landlord may take out the necessary insurance and pay the premium
therefor for periods of one (1) year at a time, and the Tenant shall pay to the
Landlord the amount of such premium forthwith upon demand; and
e. In the event that both the Landlord and the Tenant have claims to be
indemnified under any such insurance, the indemnity shall be applied first to
the settlement of the claim of the Landlord and the balance, if any, to the
settlement of the claim of the Tenant.
28. DEFACING WALLS, ETC.: The Tenant, its servants, agents, concessionaires,
subtenants and licenses will not drive nails or screws into, nor xxxx, cut,
drill in or in any way deface, any walls, ceilings, partitions, floors, wood,
stone or iron work without the written consent of the Landlord.
29. LANDLORD MAY PERFORM TENANT'S COVENANTS: If the Tenant shall fail to perform
any of the covenants or obligations of the Tenant under or in respect of this
Lease the Landlord may from time to time, in its discretion, perform or cause to
be performed any of such covenants or obligations, or any part thereof and for
such purpose may do such things as may be requisite, including without limiting
the foregoing, may enter upon the Premises and do such things upon or in respect
of the Premises or any part thereof as the Landlord may consider requisite or
necessary. All expenses incurred and expenditures made by or on behalf of the
Landlord under this paragraph shall be forthwith paid by the Tenant.
30. PAYMENTS TO THE LANDLORD:
a. all payments required to be made by the Tenant under or in respect of this
Lease shall be made, at such place or places as the Landlord may designate in
writing, to the Landlord or to such agent or agents of the Landlord as the
Landlord shall from time to time direct in writing to the Tenant. The Tenant
shall pay to the Landlord interest at the rate of EIGHTEEN PER CENT (18%) per
annum on all payments of rent and other sums required to be made under the
provisions of this Lease which have become overdue so long as such payments
remain unpaid; and
b. All sums paid or expenses incurred hereunder by the Landlord, which ought to
have been paid or incurred by the Tenant, or for which the Landlord hereunder is
entitled to reimbursements from the Tenant, and any interest owing to the
Landlord hereunder and any further sums due under this Lease to the Landlord by
the Tenant may be recovered by the Landlord as additional rent by any and all
remedies available to it for the recovery of rent in arrears.
Page 11
31. PEACEFUL SURRENDER: The Tenant shall, at the expiration or sooner
termination of the Term, peaceably surrender and yield up unto the Landlord the
Premises and deliver to the Landlord all keys to the Premises.
32. FURTHER LAW INVOKED: The Tenant agrees with the Landlord that any rights or
privileges which may accrue or enure to or for the benefit of the Landlord by
virtue of any law governing the relations of landlord and tenant not
specifically mentioned herein and not inconsistent with the terms and conditions
hereof, and all rights of enforcement of some shall be deemed to be hereby
reserved to and claimed by the Landlord.
33. DISTRESS: The Tenant agrees with the Landlord that if the Landlord, being
entitled so to do, levies distress against the goods and chattels of the Tenant,
such force as may be deemed necessary for the purpose and for gaining admission
to the Premises may be used without the Landlord being liable to any action in
respect thereof or for any loss or damage occasioned thereby and the Tenant
hereby expressly releases the Landlord, its sefVC3nts and agents from all
actions, proceedings, claims or demands whatsoever for or on account or in
respect of any such forcible entry or any loss or damage sustained by the Tenant
in connection therewith. Notwithstanding the benefit of any present or future
law taking away or limiting the Landlord's night of distress, none of the goods
and chattels of the Tenant on the Premises at any time shall be exempt from levy
by distress.
34. REGISTRATION OF LEASE: The Tenant may only register this Leas.-- in the Land
Title Office with the Landlord's written consent. If the Tenant elects to
register the said Lease in the Land Title Office and the Landlord consents
thereto, the cost of such registration, including the cost of putting this Lease
into registrable form, shall be borne by the Tenant.
35. SUBORDINATION: If required by the Landlord so to do, the Tenant shall
subordinate this Lease to any mortgages, including any deed of trust and
mortgage and all indentures supplemented thereto, which now or hereafter during
the term affect or relate to this Lease, the Premises and to all modifications
or renewals thereof. The Tenant agrees to execute promptly from time to time any
assurance which the Landlord may require to confirm this subordination and
hereby constitutes the Landlord the agent or attorney of the Tenant for the
purpose of executing any such assurance and of making application at any time
and from time to time to register postponement of this Lease in favour of any
such mortgage in order to give effect to the provisions of this clause. Provided
that no such subordination shall be on terms as will permit the holder of such
mortgage to disturb the occupation by the Tenant of the Premises so long as the
Tenant shall perform all the terms, covenants, conditions, agreements and
provisos contained in this Lease.
36. LEGAL FEES, ETC.: If the Landlord shall consider it desirable to retain the
services of a lawyer or any other person reasonably necessary for the purpose of
assisting the Landlord in enforcing any of its rights hereunder in the event of
default on the part of the Tenant, it shall be entitled to collect from the
Tenant the reasonable cost of all such services as if the same were rent. Any
such legal costs to be paid by the Tenant to the Landlord hereunder shall be on
a solicitor and client basis.
Page 12
MUTUAL AGREEMENTS
37. DAMAGE TO THE PREMISES:
a. If the Premises shall be damaged by fire or other casualty other than by
reason of the fault or neglect of the Tenant, its invitees, servants, agents,
concessionaires, subtenants or licensees, then the rent shall be abated in whole
or in part according to the portion of the Premises which is non-usable by the
Tenant until such damage is repaired; provided that there shall be no abatement
for any time required for the replacement or repair of any property of the
Tenant or of alterations, additions or improvements made by the Tenant which is
in excess of the time required for the making of other necessary repairs or
replacements;
b. If the Premises are rendered untenantable by fire or other casualty and if
the Landlord shall decide not to restore the same or if the Building shall be so
damaged that the Landlord shall decide not to restore it, then or in any of such
events, the Landlord shall within ninety (90) days after such fire or other
casualty give the Tenant a notice in writing of such decision and thereupon the
Term of this Lease shall expire forthwith and the Tenant shall vacate the
Premises and surrender the same to the Landlord. In such event, the Tenant's
liability for rent shall cease as of the day following the fire or other
casualty; and
c. Subject to the immediate preceding paragraph, if the
Premises shall be damaged by fire or other casualty other than by reason of the
fault or neglect of the Tenant, its invitees, servants, agents, concessionaires,
subtenants or licensees, the damage to the Premises shall be repaired by the
Landlord with reasonable diligence at its expense except that repairs to
alterations, additions or improvements made by the Tenant shall be performed by
the Landlord at the expense of the Tenant and the Tenant shall at its own
expense make all repairs and replacements of property which the Tenant is
entitled to remove under the provisions of this Lease.
38. BANKRUPTCY, ABANDONMENT, ETC.: The Tenant covenants and agrees with the
Landlord that if the Term hereby granted or any of the goods and chattels of the
Tenant on the Premises shall be at any time during the Term seized or taken in
execution or attachment by any creditor of the Tenant or if the Tenant shall
make any assignment for the benefit of creditors or any bulk sale or becoming
bankrupt or insolvent shall take the benefit of any Act now or hereafter in
force for bankruptcy or insolvent debtors or if any order shall be made for the
winding-up of the Tenant, or if the Premises shall without the written consent
of the Landlord become and remain vacant for a period of fifteen (15) days, or
be used by any other persons than such are entitled to use them under the Terms
of this Lease, or if the Tenant shall without the written consent of the
Landlord abandon the Premises or sell or dispose of goods or chattels of the
Tenant or remove them or any of them from the Premises so that there would not
in the event of such abandonment, sale or disposal be sufficient goods on the
Premises subject to distress to satisfy the rent above due or accruing due then
and in every such case the then current month's rent and the next ensuing three
(3) months' rent shall immediately become due and be paid and the Landlord may
re-enter and take possession of the Premises as though the Tenant or the
servants of the Tenant or any other occupant of the Premises were holding over
after the expiration of the Term without any right whatever and the Term shall,
at the option of the Landlord forthwith become forfeited and determined, and in
every one of the cases above such accelerated rent shall be recoverable by the
Landlord in the some manner as the rent hereby reserved and as if rent were in
arrears and the said option shall be deemed to have been exercised if the
Landlord or its agent gives notice in writing of the same to the Tenant in the
manner in this Lease provided.
Page 13
39. RE-ENTRY:
a. Proviso for re-entry by the Landlord on non-payment of rent or
non-performance of covenants or in the case of a seizure or forfeiture of the
Term for any of the causes set forth in this Lease;
b. Provided that notwithstanding anything contained in this Lease or any
statutory provisions to the contrary, the Landlord's right of re-entry
hereinbefore set forth shall become exercisable immediately upon such default
being made;
c. Provided also that in the event of re-entry being made, the Tenant shall be
liable to the Landlord for the amount of the rent for the remainder of the Term
of this Lease as if such re-entry had not been made, less the actual amount
received by the Landlord after such re-entry in respect of any subsequent
leasing applicable to the remainder of the Term; and
d. Provided also that in the event of re-entry being made, the Landlord may
re-enter and take possession of the Premises by force, if necessary, without any
previous notice of intention to re-enter and may remove all persons and property
therefrom and may use such force and assistance in making such removal as the
Landlord may deem advisable and such r@--entry shall not operate as a waiver or
satisfaction in whole or in part of any right, claim or demand arising out of or
connected with any breach or violation by the Tenant of any covenant or
agreement on its part to be performed. The Tenant hereby waives all claims of
damage to or loss of the Tenant's property caused by the Landlord in re-entering
and taking possession of the Premises.
40. OVERHOLDING: If the Tenant shall continue to occupy the Premises after the
expiration of the Term granted hereby and the Landlord shall accept rent, the
new tenancy thereby created shall be deemed to be a monthly tenancy and shall be
subject to the covenants and conditions contained in this Lease insofar as the
same are applicable to a tenancy from month to month save and except that the
rental payable shall be as determined by the Landlord.
41. UNAVOIDABLE FAILURES OR DELAYS BY LANDLORD: Whenever and to the extent that
the Landlord shall be unable to fulfill or shall be delayed or restricted in the
fulfillment of any obligation hereunder by reason of being unable to obtain the
material, goods, equipment, service, utility or labour required to enable it to
fulfill obligation or by reason of any statute, low or order-in-council or any
regulation or order passed or made pursuant thereto or by reason of the order or
direction of any administration controller or board of any governmental
department or officer or other authority or by reason of not being able to
obtain any permission or authority required thereby or by reason of any other
cause beyond its control whether of the foregoing character or not, the Landlord
shall be relieved from the fulfillment of such obligation and the Tenant shall
not be entitled to compensation for any business interruption or inconvenience,
nuisance or discomfort thereby occasioned. There shall be no deduction from the
rent by reason of any such failure or cause.
42. NOTICES: Any notice herein provided for or given hereunder if given by the
Tenant to the Landlord shall be sufficiently given if mailed in Canada by
registered mail, postage prepaid, to the Landlord at the address shown on page 1
of this Lease.
Page 14
Any notice herein provided for or given hereunder, if given by the Landlord to
the Tenant, shall be sufficiently given if mailed as aforesaid addressed to the
Tenant at the Premises or left at the Premises. Any notice mailed as aforesaid
shall be conclusively deemed to have been given on the second business day
following the day on which such notice is mailed as aforesaid. Provided that if
mailed should there be, between the time of mailing and the actual delivery or
attempted delivery of such notice, a mail strike, slowdown or other problem
which might affect delivery of such notice by the mails, then such notice shall
only be deemed sufficiently given if and when actually delivered or an attempted
delivery has been made. Either the Landlord or the Tenant may at any time give
notice in writing to the other of any change of address of the party giving such
notice and from and after the giving of such notice the address therein
specified shall be deemed to be the address of such party for the giving of such
notices thereafter. The word "notice" in this paragraph shall be deemed to
include any request, demand, direction or statement in writing in this Lease
provided or permitted to be given by the Landlord to the Tenant or by the Tenant
to the Landlord.
43. EMINENT DOMAIN: If the whole or any part of the Premises shall be taken by
any public authority under the power of eminent domain, the Term hereby granted
shall thereupon cease insofar as it covers the Premises so taken from the day
possession thereof shall be taken for such public purpose, and the Tenant shall
be liable only for rent in respect of the Premises so taken up to the day of the
taking thereof and if less than the whole be so taken, the Landlord may at its
option cancel and terminate this Lease with respect to the remainder of the
Premises, but notice of such cancellation must be given to the Tenant within
thirty (30) days after such notice of such taking has been received by the
Landlord, but if the Landlord shall not elect to cancel the Lease, then the
Tenant shall remain in possession of the remainder of the Premises and the rent
thereof shall be reduced in proportion of the floor space of the Premises hereby
demised. All compensation or damages awarded in respect of such taking of the
Premises and any diminution in value of the remainder thereof shall be the
property of the Landlord, but the Tenant shall be entitled to receive such
compensation or damages as it may be able to establish against such public
authority in respect of loss of its business, depreciation of and cost of
removal of stock and fixtures.
44. NON-WAIVER: The failure of the Landlord to insist upon strict performance of
any covenant or agreement contained in this Lease or to exercise any right or
option hereunder shall not be construed or operate as a waiver or relinquishment
of the future of any such covenant, agreement, right or option and no waiver
shall be inferred from or implied by anything done or omitted by the Landlord
save only express waiver in writing. The acceptance of any rent from or the
performance of any obligation hereunder by a person other than the Tenant shall
not be construed as an admission by the Landlord of any right, title, or
interest of such person as assignee, concessionaire, subtenant, licensee or
otherwise in the place and stead of the Tenant.
Page 15
45. LANDLORD NOT RESPONSIBLE FOR INJURIES, LOSS, DAMAGE, ETC.,: 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 other occupants of
the Premises or to their respective invitees, licensees, agents, servants or
other persons from time to time attending at the Premises while such person or
property is in or about the Premises or the Building or the lands on which the
Premises are situate, including but without limitation, any loss of or damage to
any such prop" caused by theft or breakage, or by steam, water, rain or snow
which may leak into, issue or flow from any part of the Premises or any adjacent
or neighbouring lands or premises or from any other place or quarter or for any
loss of or damage caused by or attributable to the condition or arrangements of
any electric or other wiring or for any damage caused by smoke or anything done
or omitted to be done by any other tenant of the Landlord or for any other loss
whatsoever with respect to the Premises and/or any business carried on therein.
46. OCCUPANCY AVAILABILITY: If the Premises shall not be available for occupancy
by the Tenant upon the date of commencement of the Term hereby demised, the rent
under this Lease shall xxxxx until the Premises are available for occupancy and
the Landlord and its agents shall not be liable in any way for the consequences
of occupancy not being available to the Tenant upon the date of commencement.
47. REPRESENTATIONS: The Tenant agrees that it has leased the Premises after
examining the same and that no representations, warranties or conditions have
been made other than those expressed herein, and that no argument collateral
hereto shall be binding upon the Landlord unless it be made in writing and
signed on behalf of the Landlord.
48. CONDEMNATION: It is agreed by and between the Landlord and the Tenant that
in the event of the Premises being condemned in whole or in part other than as a
result of the fault or neglect of the Tenant, its servants, agents, subtenants,
concessionaires, or licensees, then the rent hereby reserved or a proportionate
part thereof according to the nature and extent of the condemnation and all
remedies for recovering the same shall be suspended and abated until the
Premises, at the option of the Landlord, shall have been rebuilt and made fit
for the purposes as aforesaid of the Tenant, failing which this Lease shall
forthwith be terminated. The Landlord shall not be responsible for any loss,
damage or expense which the Tenant may suffer or incur by reason of such
condemnation.
LANDLORD'S COVENANTS QUIET ENJOYMENT:
49. The Landlord covenants with the Tenant for quiet enjoyment.
49A. The Landlord shall use its best efforts to cause the Strata Corporation to
repair and maintain the building and structure of the Premises and all systems
servicing the Premises, subject to the provisions of paragraph 37 hereof.
MISCELLANEOUS
50. HEADINGS: The headings to the clauses of this Lease are for convenience only
and shall not constitute part of this Lease.
Page 16
51. GENERAL: This Lease and everything herein contained shall enure to the
benefit of and be binding upon the heirs, executors, administrators, successors,
permitted assigns and other legal representatives, as the case may be, of each
of the parties hereto. Where there are two or more Landlords, Tenants or
Guarantors (if any), their obligations hereunder shall be joint and several. The
words "Landlord", "Tenant", and "Guarantor", and the personal pronoun "if
relating to any of the same shall be read and construed as "Landlord", "Tenant"
and "Guarantor" and "his", "her", "Its" or "their" respectively as the number
and gender Of the party or parties referred to each require, and the provisions
herein shall be read with all the other grammatical changes thereby rendered
necessary.
52. GOODS AND SERVICES TAX: The Tenant shall pay to the Landlord, in addition to
any rent payable hereunder, Goods and Services Tax on the said rent. The said
Goods and Services Tax shall be due and payable when the rent on which it is
calculated becomes due and payable. For the purpose of this Lease, Goods and
Services Tax shall be defined to include any tax implemented by any governmental
authority to replace the current Goods and Services Tax and shall also include
any other tax such as value-added tax, multistage tax, consumption tax or any
other forms of taxes, fees or levies payable by the Tenant and collectable by
the Landlord.
IN WITNESS WHEREOF the parties hereto have caused this Lease to be executed the
day and year first above written.
GREAT NORTHWEST INDUSTRIES OF CANADA
LTD. By its agent, Pacifica First
Management Ltd.
/s/
--------------------------------------
Authorized Signatory
MILINX BUSINESS SERVICES INC.
Per:
/s/
--------------------------------------
Authorized Signatory
Page 17
SCHEDULE "A"
FIRST PART
The Premises comprise the premises commonly known as Xxxxx 000 - 0000 Xxxx
Xxxxxx, Xxxxxxxxx, B. C.
The Premises shall exclude the outside face of all perimeter walls of
the Premises, but shall include glass in the said perimeter walls.
