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EXHIBIT 6.2
LEASE BY AND BETWEEN BROVI INVESTMENTS LIMITED
AND XXXXXX RESOURCES LIMITED
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LEASE
This Lease is made this 25th day of August, 2000, pursuant to the Short Form of
Leases Act,
BETWEEN:
BROVI INVESTMENTS LIMITED
HEREINAFTER CALLED THE "LANDLORD"
OF THE FIRST PART
- AND -
XXXXXX RESOURCES LIMITED
HEREINAFTER CALLED THE "TENANT"
OF THE SECOND PART
1. The Landlord agrees to lease to the Tenant the premises municipally known
as Xxxxx 000, 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx (the "Leased Premises") and
the Tenant agrees to lease the Leased Premises from the Landlord upon the terms
and conditions set out in this Lease. The parties hereto agree that for the
purpose of all financial calculations the Leased Premises are deemed to measure
2,896.36 rentable square feet, as per BOMA Standards 1996.
2. The term (the "Term") of the Lease will be Five (5) years commencing
September 1, 2000 and ending August 31, 2005.
3. The Tenant shall pay to the Landlord at its head office as set forth
herein, or at such other place as may be designated from time to time Minimum
Rent of $7.50 per square foot of the area of the Leased Premises for Year One
(1) of the term per annum payable, $7.50 per square foot for Year Two (2) of the
term, $8.00 per square foot for Year Three (3) of the term, $8.00 per square
foot for year Four (4) of the term, and $8.50 per square foot for Year Five (5)
of the term per annum payable without any prior demand therefor and without any
deduction, abatement, set-off or compensation whatsoever, in equal monthly
installments of $21,722.70 for Year One (1) and Year Two (2) of the term,
$23,170.88 for Year Three (3) and Year Four (4) of the term and $24,619.06 for
Year Five (5) of the term payable on the first day of each month throughout the
term. The Tenant acknowledges that the minimum rent payable is subject to GST.
4. The Tenant covenants with the Landlord:
(a) to pay rent and additional rent. The Tenant shall pay as
additional rent, exclusive of payment of Minimum Rent, all sums
of money or charges required to be paid by the Tenant under
this Lease, whether or not the same are designated "Additional
Rent" or whether or not the same are payable to the Landlord or
otherwise, and all such sums are payable in lawful money of
Canada without deduction, abatement, set-off or compensation
whatsoever;
(b) to pay to the Landlord all real property taxes, rates, duties
and assessments (including local improvement rates and
commercial concentration taxes and/or taxes but excluding the
Landlord's federal and provincial income and corporate taxes),
impost charges or levies, including commercial concentration
taxes, whether general or special, that are levied, rated,
charged or assessed against the Leased premises or any part
thereof from time to time by any lawful taxing authority,
whether federal, provincial, municipal, school or otherwise, and
any taxes which are imposed in lieu of or in addiction to, any
such real property taxes, whether of the foregoing character or
not and whether in existence at the commencement date or not,
levied, rated, charged or assessed at any time and from time to
time during the Term or any renewal thereof in respect of the
Leased Premises;
(c) to pay all business taxes and other taxes, license fees and
rates assessed or levied against the Leased Premises, the
operation of the business therein, the improvements made thereto
and personal property located therein, in either case, whether
assessed or levied against the Landlord or the Tenant;
(d) to pay all common expenses and maintenance expenses, payable by the
Landlord, including those payable to the Condominium Corporation,
with respect to the Leased Premises and common areas;
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(e) in the event the Tenant fails to repair in accordance with its
obligations under the terms of this Lease, the Tenant agrees to pay
all costs and expensed incurred by the Landlord in maintaining and
repairing the Leased Premises;
(f) to pay the operating costs and cost of supplying all utilities used
or consumed in the Leased Premises on the basis of separate meters,
if available and otherwise on the basis of an equitable allocation as
determined by the Landlord;
(g) to pay all goods and services tax eligible with respect to all
minimum rent and additional rent payable hereunder;
(h) to repair reasonable wear and tear and damage by fire, lightning and
tempest only excepted;
(i) the Landlord may enter and view the state of repair and that the
Tenant will repair according to notice in writing and reasonable
wear and tear and damage by fire, lightning and tempest, only
excepted;
(j) The Tenant will leave the Leased Premises in good repair, reasonable
wear and tear and damage by fire, lightning and tempest only
excepted; and
(k) at its sole cost and expense, take out and keep in full force and
effect and in the names of the Tenant, the Landlord as their
respective interests may appear, in the following insurance:
(i) insurance upon property of every description and king owned
by the Tenant, or for which the Tenant is legally liable or
installed by or on behalf of the Tenant and which is
located in the Leased Premises;
(ii) property damage and public liability insurance written on a
comprehensive basis with limits of not less that two
million dollars ($2,000,000.00) for bodily injury to any
one or more persons, or property damage.
All such policies shall contain a waiver of subrogation in favour
of the Landlord. The Tenant shall provide the Landlord with
certificates of insurance showing such insurance's as having being
placed.
5. Additional Rent may be reasonably estimated by the Landlord, from time to
time, and such estimated amount is payable in monthly installments, in advance,
with adjustments and all additional rent is deemed to be accruing due on a day
to day basis. The Landlord estimates, but does not warrant, that during the
calendar year 2000, the Tenant's payments with respect to additional rent
payable pursuant to Paragraph 4 hereof shall be $8.50 per square foot of the
area of the Leased Premises per annum, which will be paid in monthly
installments of $2,051.59, plus GST. See attached Schedule "A" for list of
services and expenses included in the Additional Rent and the services and
expenses which are the sole responsibility of and directly paid by the Tenant.
Schedule "A" shall form part of this Lease Agreement.
6. The Tenant shall occupy the Leased Premises throughout the Term and the
Leased Premises shall be continuously, actively and diligently operated, fully
fixtured, stocked and staffed solely for the purpose of conducting the business
of a natural resource company, and for no other business or purpose.
7. The Tenant shall have the right to assign this lease or to sublet the
whole of the Leased Premises upon first obtaining the consent of the Landlord,
which consent shall not be unreasonably withheld.
8. Proviso for re-entry by the Landlord upon non-payment of rent or
non-performance of covenants.
9. The Landlord covenants with the Tenant that so long as the Tenant complies
with the terms of this Lease, the Tenant may occupy and enjoy the Premises
without any interruption from the Landlord, except in cases of emergency or
access required for repairs in connection with the Premises and common areas.
l0. The Landlord may terminate this Lease for any one of the following or any
other cause permitted by law:
(a) fifteen days arrears or rent or additional rent;
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(b) the bankruptcy or insolvency of the Tenant;
(c) a material change in the use of the Premises by the Tenant and, in
particular (without limiting the generality of this provision), any
change that affects the Landlord's building insurance or that
constitutes a nuisance;
(d) any unauthorized assignment or subletting of this Lease by the
Tenant;
(e) substantial damage to or destruction of the Premises;
(f) any sale or material change in use of the building in which the
Premises are located by the Landlord;
(g) any significant, willful or negligent damage to the Premises caused
by the Tenant or by persons permitted on the Premises by the Tenant;
11. The Tenant shall keep the Premises in a reasonable state of repair and
cleanliness and shall not make improvements or alteration to the Premises
without the written consent of the Landlord, which consent shall not be
unreasonably withheld.
12. Any holding over after the expiration of the term, with the consent of the
Landlord, shall be construed to be a tenancy from month to month at a rental
equal to one hundred and fifty percent (150%) of the Minimum Rent lost herein
reserved (pro-rated on a monthly basis) and shall otherwise be on the terms and
conditions herein specified, so far as applicable.
13. The Tenant shall not register this Lease against title to the Leased
Premises.
14. It is understood and agreed that there are no covenants, representations,
agreements, warranties or conditions in any way relating to the subject matter
of this Agreement, whether expressed or implied, collateral or otherwise either
oral or written, except those set forth in this Agreement, including all
Schedules to this Agreement. Except as herein otherwise provided, no subsequent
alteration, amendment, change or addition to this Agreement shall be binding
upon the Landlord or the Tenant unless reduced to writing and signed by each of
them and, if the Tenant is a corporation which executes documents under seal, by
an executive officer under the Tenant's corporate seal. This agreement shall be
governed by and construed in accordance with the laws of the Province of
Ontario.
15. Time shall be of the essence of this Agreement and each and every part
hereof.
16. Provided that the Tenant has not been and is not then in default, the
Tenant shall have the rights to renew this Lease for a further period of Five
(5) years. In order to exercise this option, the Tenant shall give the Landlord
at least three (3) months and not more that six (6) months written notice of its
exercise of the option. If the Tenant exercises its option, the Lease will be
renewed on the same terms and conditions as set forth herein save for Minimum
Rent and Additional Rent which shall be as hereinafter set forth and save that
the Tenant shall have no further right or rights to renew the Lease. Minimum
Rent shall be negotiated and agreed to by the parties hereto and shall be the
fair market rent for similar premises used for a similar purpose in area and
building similar to that in which the Leased Premises are located. If Minimum
Rent is not agreed upon by both parties prior to three (3) months of the expiry
of the term, this option to renew is declared null and void.
IN WITNESS WHEREOF the Landlord and Tenant have hereunto affixed their
respective corporate hands and seals by a signing officer(s) duly authorized in
such behalf.
SIGNED, SEALED AND DELIVERED BROVI INVESTMENTS LIMITED
In the presence of
Per:
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Witness I have authority to bind the Corporation
XXXXXX RESOURCES LIMITED
Per:
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Witness I have authority to bind the Corporation
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SCHEDULE "A"
The following services and expenses are paid by the Landlord, of which 100% of
the total cost of these services and expenses during the term of this Lease
shall be paid by the Tenant to the Landlord as "Additional Rent"
(a) Property Taxes
(b) Building Insurance (not including Tenant contents)
(c) Gas Heating Supply (proportionate share)
(d) Common Hydro (pumps, air conditioning/heating, proportionate share)
(e) Common Maintenance
(f) Mechanical/Electrical Systems Maintenance
(g) Property Management
The following items, services and expenses are the sole responsibility of the
Tenant, including provision thereof, and paid directly by the Tenant:
(a) Tenant Contents Insurance (loss or damage)
(b) Telephone and/or Cable Costs
(c) Security Systems
(d) Replacement Lighting/Fixtures
(e) Cleaning Services (within Leased Premises)
(f) Garbage Disposal
(g) Interior Leasehold Improvements (subject to Landlord approval)
(h) Repair and Maintenance Costs of damage to Premises caused by
Tenant's use of same
