COMMERCIAL TENANCY
AGREEMENT
(FIRST EDITION) revised
================================================================================
PARTIES
Landlord:
Tenant:
Date:
THIS AGREEMENT COMPRISES THE REFERENCE SCHEDULE
AND COMMERCIAL TENANCY AGREEMENT CONDITIONS.
INSTRUCTIONS TO COMPLETE
Commercial Tenancy Agreement
DO NOT USE THIS DOCUMENT
* FOR RESIDENTIAL TENANCIES.
* FOR PREMISES COVERED BY THE RETAIL SHOP LEASES ACT.
* WHERE THE INITIAL TERM EXCEEDS 3 YEARS.
* WHERE REGISTRATION UNDER THE LAND TITLE ACT IS REQUIRED.
If including an option to renew, the Tenant should be advised to seek legal
advice about having the tenancy registered to protect its rights under the
option.
Where the Initial term plus options exceeds 6 years and the premises form part
of the Landlord's title, the tenancy may require approval as a subdivision and
legal advice should be sought.
Unless amended, this agreement provides for rent to be reviewed based on
increases in the Consumer Price Index, it is not suitable for use where rent is
to be reviewed to market or otherwise.
The only outgoings recoverable in this agreement are local government rates,
fire services levies, insurance, cleaning and garden maintenance. Unless
amended, this agreement is not suitable for use where additional outgoings are
to be paid by the Tenant.
The Agreement must be submitted to the Office of State Revenue for stamping
within 30 days of signing.
REFERENCE SCHEDULE
Ensure that all items are completed.
ITEM 1: Full name/s of the owner/s of the property and their address.
If the Landlord is a company, include ACN. DO NOT use a
business name.
ITEM 2: Full name/s of the tenant. If the Tenant is a company, include
its ACN. DO NOT use a business name.
ITEM 3: The Premises must be clearly identified e.g. "Suite 3, 00 Xxxx
Xxxxxx, Xxxxxx Xxxx" etc. If not able to be identified by
name, a sketch plan must be attached to the Agreement and the
address must be included at Item 3.
ITEM 5: Insert the period of the further tenancy, e.g. "6 months" or
"1 year" or "not applicable".
ITEM 7: Insert the date on which the rent is to be adjusted by the CPI
or "Not applicable".
ITEM 8: The permitted Use should be stated clearly and concisely.
ITEM 9: Insert the percentage of outgoings the Tenant is to pay, e.g.
"25% or "100%" or "Not applicable".
PAGE 1 OF 8
AGREEMENT made (date) 26th March 1997
PARTIES The person named in Item 1 of the Reference Schedule ("LANDLORD")
AND The person named in item 2 of the Reference Schedule ("TENANT")
REFERENCE SCHEDULE
Item 1 LANDLORD Xxxxxxx X. Xxxxxx and Xxxxxxxx Xxxx Xxxxxx
ADDRESS 19 Garden Grove
Carrara
PH: 00000000 FAX:
Item 2 TENANT Save the World Technologies Inc.
ADDRESS 0000 Xxxx Xxxxx Xx Xx 000 Xxxx XX 00000
PH: FAX:
Item 3 PREMISES Laboratory, Hot houses, offices, residence
& machinery together with nursery
0 Xxxxxxxxx Xxxx, Xxxxxxxx 0000 XXX.
(annex a plan if available)
Item 4 TERM (1) periodic monthly tenancy; or
(2) 2 years commencing on 1st April 1997
and ending on 31st March
OPTION FOR 2 years with option to purchase at $2 million 2,000,000
Item 5 FURTHER TERM
Item 6. RENT $160,000 per year
One hundred and sixty thousand dollars
ANNUAL RENT
Item 7 REVIEW DATES End of 1st term
item 8 PERMITTED USE Commercial/rural facilities
Item 9 PERCENTAGE OF OUTGOINGS nil
Item 10 DEPOSIT $ nil
Item 11 LANDLORD'S AGENT C.J.I. Real Estate Group
ADDRESS 000 Xxxxxxx Xx
Xxxxxxx Xxxx Xxxxx 0000
PAGE 2 OF 8
SPECIAL CONDITIONS
PAGE 3 OF 8
EXECUTED AS AN AGREEMENT.
EXECUTION BY LANDLORD
THE COMMON SEAL OF Xxxxxxx X. Xxxxxx Xxxxxxx Xxxx Xxxxxx
AS LANDLORD
was affixed in accordance with its articles
of association in the presence of:
------------------------------- -----------------------------------
Director/Secretary Director
----------------------------------------- -----------------------------------
Name of Director/Secretary (BLOCK LETTERS) Name of Director (BLOCK LETTERS)
SIGNED by /S/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
AS LANDLORD ---------------------------------------------------------------
in the presence of
/s/ Xxxx Xxxxxxx 000 Xxxxxxx Xx Xxxxxxx
---------------------------- --------------------------------
Signature of Witness Address of Witness
Xxxx Milwett
-----------------------------
Name of Witness (BLOCK LETTERS)
================================================================================
EXECUTION BY TENANT
THE COMMON SEAL OF Save The World Technologies, Inc.
AS TENANT
was affixed in accordance with its articles
of association in the presence of:
Xxxxxxx X. Xxxxxx XXXXXXX X. XXXXXX
------------------------------------ -----------------------------------
Director/Secretary Director
/s/ Xxxxxxx X. Xxxxxx
----------------------------------------- -----------------------------------
Name of Director/Secretary (BLOCK LETTERS) Name of Director (BLOCK LETTERS)
OR
SIGNED by /S/ Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
AS TENANT -----------------------------------------------------------------
in the presence of
/s/ Xxxx Xxxxxxx 000 Xxxxxxx Xx Xxxxxxx
--------------------------- --------------------------------
Signature of Witness Address of Witness
Xxxx Milwett
----------------------------
Name of Witness (BLOCK LETTERS)
PAGE 4 OF 8
COMMERCIAL TENANCY AGREEMENT
CONDITIONS
(FIRST EDITION) revised (C)Copyright
REIQ
The Real Estate Institute
of Queensland
IT IS AGREED
1. DEFINITIONS AND INTERPRETATION
1.1 Terms in Reference Schedule Where a term used in this Agreement appears
in bold type in the Reference Schedule, that term has the meaning shown
opposite it in the Reference Schedule.
1.2 DEFINITIONS
Unless the context otherwise requires:
(1) "AGREEMENT" means this document, including any Schedule or Annexure
to it;
(2) "BUSINESS DAY" means a day that is not a Saturday, Sunday or any
other day which is a public holiday or a bank holiday in the place
where an act is to be performed or a payment is to be made;
(3) "CLAIM" includes any claim or legal action and all costs and
expenses incurred in connection with it;
(4) "LAND" means the land on which the Premises are situated;
(5) "LANDLORD'S PROPERTY" means any property owned by the Landlord in
the Premises or on the Land and includes the property identified in
any inventory annexed to this Agreement;
(6) "PREMISES" means the premises described in Item 3 of the Reference
Schedule and includes the Landlord's Property in the premises:
(7) "REIQ" means Real Estate Institute of Queensland Ltd;
(8) "SERVICES" means all utilities and services in the Premises;
(9) "TENANCY" means the tenancy between the Landlord and the Tenant
created by this Agreement;
(10) "TENANTS EMPLOYEES" means each of the Tenant's employees,
contractors agents, customers, subtenants, licensees or others (with
or without invitation) who may be on the Premises, the Building or
the Land;
(11) "TENANT'S PROPERTY" includes all fixtures and other articles in the
Premises which are not the Landlord's; and
(12) "TERM" means either a periodic monthly tenancy or the period of
months or years described in Item 4(2) of the Reference Schedule as
applicable, commencing on the date in item 4 in the reference
schedule.
1.3 INTERPRETATION
(1) Reference to:
(a) one gender includes each other gender;
(b) the singular includes the plural and the plural includes the
singular;
(c) a person includes a body corporate;
(d) a party includes the party's executors, administrators,
successors and permitted assigns; and
(e) a statute, regulation or provision of a statute or regulation
("STATUTORY PROVISION") includes:
(i) that Statutory Provision as amended or re-enacted from time
to time; and
(ii) a statute, regulation or provision enacted in replacement
of that Statutory Provision.
(2) All monetary amounts are in Australian dollars, unless otherwise
stated.
(3) If a party consists of more than one person, this Agreement binds
them jointly and each of them severally.
(4) Headings are for convenience only and do not form part of this
Agreement or affect its interpretation.
(5) A party which is a trustee is bound both personally and in its
capacity as a trustee.
(6) "INCLUDING" and similar expressions are not words of limitation.
(7) Where a word or expression is given a particular meaning, other
parts of speech and grammatical forms of that word or expression
have a corresponding meaning.
(8) If an act must be done on a specified day which is not a Business
Day, the act must be done instead on the next Business Day.
(9) Where this Tenancy permits or requires the Landlord to do something,
it may be done by a person authorised by the Landlord.
(10) Section 105 and 107 of the PROPERTY LAW XXX 0000 do not apply to
this Tenancy.
2 TERM AND HOLDING OVER
2.1 TERM
The Landlord lets the Premises to the Tenant for the Term.
PAGE 5 OF 8
COMMERCIAL TENANCY AGREEMENT CONDITIONS
2.2 MONTHLY TENANCY
If the Tenant continues to occupy the Premises after the Term with the
Landlord's consent then:
(1) the Tenant does so as a monthly tenant on the same basis as at the
last day of the Term; and
(2) either party may terminate the monthly tenancy by giving to the
other 1 month's notice expiring on any day.
3. RENT AND RENT REVIEWS
3.1 RENT
The Tenant must:
(1) pay the Rent by equal monthly instalments in advance on the first
day of each month;
(2) pay the first instalment on the signing of this agreement;
(3) if necessary, pay the first and last instalments apportioned on a
daily basis; and
(4) pay all instalments as the Landlord directs.
3.2 DEFINITIONS
In clause 3.3:
(1) "INDEX NUMBER" means the Consumer Price Index (All Groups) for
Brisbane published by the Australian Bureau of Statistics. If that
Index no longer exists, "Index Number" means an index that the
president of the REIQ decides best reflects changes in the cost of
living in Brisbane: and
(2) "REVIEW DATE" means a date stated in the Reference Schedule on which
the rent is to be reviewed
3.3 RENT REVIEW
(1) APPLICATION
This clause 3.3 applies if Review Dates are inserted in item 7 of
the Reference Schedule.
(2) REVIEW
The Rent must be reviewed on each Review Date to an amount
represented by A where:
B
A = --- x D
C
Where B = the Index Number for the quarter ending immediately before
the relevant Review Date;
Where C = the Index Number for the quarter 1 year before the quarter
in B; and
Where D = the Rent payable immediately before the Review Date.
4. OUTGOINGS
4.1 TENANT TO PAY OUTGOINGS
(1) The Tenant must pay the Landlord the whole, or where a percentage is
stated in Item B of the Reference Schedule that percentage of the
Outgoings for the Premises, or the property of which the Premises is
part as applicable.
(2) Outgoings are payable to the Landlord within 14 days of production
to the Tenant of a copy of the Landlord's assessment notice or
account.
4.2 OUTGOINGS
For the purposes of this clause Outgoings means the following charges
levied or expenses payable in respect of the Premises or property of
which the Premises is part:
(1) rates and other charges levied pursuant to a law (other than land
tax);
(2) insurance premiums payable by the Landlord;
(3) the cost of cleaning any areas adjacent to the Premises that are
used by the Tenant; and
(4) maintaining any gardens on the Land.
5. USE OF THE PREMISES
5.1 PERMITTED USE
The Tenant must only use the Premises for the Permitted Use.
5.2 RESTRICTIONS ON USE
The Tenant must not:
(1) disturb the occupants of adjacent premises;
(2) display any signs without the Landlord's consent which must not be
unreasonably withheld;
(3) overload any Services;
(4) damage the Landlord's Property;
(5) alter the Premises, install any partitions or equipment or do any
building work without the Landlord's prior consent;
(6) do anything that may invalidate the Landlord's insurance or increase
the Landlord's premiums; or
(7) do anything illegal on the Premises,
6. MAINTENANCE AND REPAIR
6.1 REPAIR
The Tenant must;
(1) keep the Premises in good repair and condition except for fair wear
and tear, inevitable accident and inherent structural defects; and
(2) fix any damage caused by the Tenant or the Tenant's Employees.
6.2 CLEANING AND MAINTENANCE
The Tenant must:
(1) keep the Premises clean and tidy; and
(2) keep the Tenant's Property clean and maintained in good order and
condition.
6.3 LANDLORD'S RIGHT TO INSPECT AND REPAIR
(1) The Landlord may enter the Premises for inspection or to carry out
maintenance repairs or building work at any reasonable time after
giving notice to the Tenant. In an emergency the Landlord may enter
at any time without giving the Tenant notice.
(2) The Landlord may carry out any of the Tenant's obligations on the
Tenant's behalf if the Tenant does not carry them out on time. If
the Landlord does so the Tenant must promptly pay the Landlord's
costs.
PAGE 6 OF 8
COMMERCIAL TENANCY AGREEMENT CONDITIONS
7. ASSIGNMENT AND SUBLETTING
7.1 The Tenant must obtain the Landlord's consent before the Tenant assigns,
sublets or deals with its interest in the Premises.
7.2 The Landlord must give its consent if:
(1) the Tenant satisfies the Landlord that the new tenant is financially
secure and has the ability to carry out the Tenants obligations
under this Tenancy:
(2) the new tenant signs any agreement and gives any security which the
Landlord reasonably requires;
(3) the Tenant complies with any other reasonable requirements of the
Landlord;
(4) the Tenant is not in breach of the Tenancy; and
(5) the Tenant pays the Landlord's reasonable costs of giving its
consent.
8. TENANT'S RELEASE AND INDEMNITY
8.1 The Tenant occupies and uses the Premises at its own risk. The Tenant
also carries out building work in the Premises at its risk.
8.2 The Tenant releases the Landlord from and Indemnifies it against all
Claims for damages, loss, injury or death:
(1) If it:
(a) occurs in the Premises;
(b) arises from the use of the Services in the Premises; or
(c) arises from the overflow or leakage of water from the Premises:
except to the extent that it is caused by the Landlord's deliberate act
or negligence; and
(2) if it arises from the negligence or default of the Tenant or the
Tenant's Employees, except to the extent that it is caused by the
Landlord's deliberate act or negligence.
8.3 The Landlord must do everything reasonable to ensure the Services operate
efficiently during normal working hours but the Landlord is not liable if
they do not.
8.4 The Tenant releases the Landlord from and indemnifies the Landlord
against any Claim or costs arising from anything the Landlord is
permitted to do under this Tenancy.
9. DEFAULT AND TERMINATION
9.1 DEFAULT
The Tenant defaults under this Tenancy if:
(1) the Rent or any money payable by the Tenant is unpaid for 14 days;
(2) the Tenant breaches any other term of this Tenancy:
(3) the Tenant assigns its property for the benefit of creditors; or
(4) the Tenant becomes an externally-administered body corporate within
the meaning of the Corporations Law.
9.2 FORFEITURE OF TENANCY
If the Tenant defaults and does not remedy the default when the Landlord
requires it to do so, the Landlord may do any one or more of the following:
(1) re-enter and take possession of the Premises;
(2) by notice to the Tenant, terminate this Tenancy;
(3) by notice to the Tenant, convert the unexpired portion of the Term
into a tenancy from month to month;
(4) exercise any of its other legal rights:
(5) recover from the Tenant any loss suffered by the Landlord due to the
Tenant's default.
10. TERMINATION OF TERM
1O.1 TENANT'S OBLIGATIONS
At The end of the term the Tenant must:
(1) vacate the Premises and give them back to the landlord in good
repair and condition;
(2) remove all the Tenant's Property from the Premises;
(3) repair any damage caused by removal of the Tenant's Property and
leave the Premises clean; and
(4) return all keys, security passes and cards held by it or the
Tenant's Employees.
10.2 FAILURE TO REMOVE TENANT'S PROPERTY
If the Tenant does not remove the Tenants Property at the end of the
Term, the Landlord may:
(1) remove and store the Tenant's Property at the Tenant's risk and
expense; or
(2) treat the Tenant's Property as abandoned, in which case title in the
Tenant's Property passes to the Landlord who may deal with it as it
thinks fit without being liable to account to the Tenant.
11. DAMAGE AND DESTRUCTION
11.1 RENT REDUCTION
If the Premises are damaged or destroyed and as a result the Tenant
cannot use or gain access to the Premises then from the date that the
Tenant notifies the Landlord of the damage or destruction the Landlord:
(1) must reduce the Rent and any other money owing to the Landlord by a
reasonable amount depending on the type and extent of damage or
destruction; and
(2) cannot enforce clause 6.1 against the Tenant; until the Premises are
fit for use or accessible.
11.2 TENANT MAY TERMINATE
The Tenant may terminate this Lease by notice to the Landlord unless the
Landlord:
(1) within 3 months of receiving the Tenant's notice of termination,
notifies the Tenant that the Landlord will reinstate the Premises:
and
(2) carries out the reinstatement works within a reasonable time.
PAGE 7 of 8
COMMERCIAL TENANCY AGREEMENT CONDITIONS
11.3 EXCEPTIONS
Clauses 11.1 and 11.2 do not apply where:
(1) the damage or destruction was caused by or contributed to, or arises
from any wilful act of the Tenant or the Tenant's Employees; or
(2) an insurer under any policy effected by the Landlord refuses
indemnity or reduces the sum payable under the policy because of any
act or default of the Tenant or the Tenant's Employees.
11.4 LANDLORD MAY TERMINATE
If the Landlord considers the damage to the Premises renders it
impractical or undesirable to reinstate the Premises or the Building, it
may terminate this Lease by giving the Tenant at least 1 month's notice
ending on any day of the month. At the end of that month's notice, this
Lease ends.
11.5 DISPUTE RESOLUTION
(1) Any dispute under this clause 11 must be determined by an
independent qualified Valuer appointed by the president of the REIQ
at the request of either party.
(2) in making the determination, the Valuer acts as an expert and the
determination is final and binding on both parties.
(3) The cost of the determination must be paid by the parties equally
unless otherwise decided by the Valuer.
11.6 LANDLORD NOT OBLIGED TO REINSTATE
(1) Nothing in this Lease obliges the Landlord to reinstate the Building
or the Premises or the means of access to them.
(2) When reinstating the Building or the Premises, the Landlord is
entitled to change their design, fabric, character or dimensions to
comply with any law or lawful requirement.
11.7 ANTECEDENT RIGHTS
Termination under this clause 11 does not effect either parties' accrued
rights before termination.
12. STAMP DUTY
12.1 The Tenant must pay all stamp duty and other government imposts payable
in connection with this Agreement and all other documents and matters
referred to in this Agreement when due or earlier if requested in writing
by the Landlord.
13. OPTION FOR FURTHER TENANCY
13.1 If a further term has been inserted in item 5 of the Reference Schedule
and the Tenant:
(1) wishes to lease the Premises for the further term;
(2) gives notice to that effect to the Landlord not less than 3 months
before and not more than six months before the Term expires: and
(3) has not breached this Tenancy; the Landlord must grant a further
tenancy "FURTHER TENANCY") to the Tenant on the same terms as this
Tenancy except for the Rent.
13.2 (1) The Rent for the Further Tenancy will be an amount to be agreed
between the Landlord and Tenant and failing agreement 3 months
before the Term expires the market rent for the Premises determined
by an independent qualified Valuer (acting as an expert) nominated
by the president of the REIQ at the request of either party.
(2) The Valuer's determination is final and binding on the parties.
(3) The Valuer's costs must be paid by the Landlord and Tenant equally.
Either party may pay the Valuer's cost and recover one-half of the
amount paid from the other party.
13.3 Before transferring any interest in the Land, the Landlord must obtain a
signed deed from the transferee containing covenants in favour of the
Tenant that the transferee will be bound by the terms of this Lease and
will not transfer its interest in the Land unless it obtains a similar
deed from its transferee.
13.4 This clause 13 will be omitted from the Further Tenancy.
14. DEPOSIT AND COMMISSION
14.1 The Tenant must pay the Deposit to the Landlord's Agent on signing this
Agreement.
14.2 The Deposit must be applied against the Rent payable by the Tenant on the
commencement of the Term.
14.3 The Landlord agrees to pay the Agent's commission to the Landlord's Agent
and authorises the Agent to draw the commission on the commencement of
the Term from money received from the Tenant in payment of Rent.
15. NOTICES
15.1 Any notice required to be given to any person under this Agreement must
be:
(1) in writing: and
(2) given in accordance with section 257 of the "Property Law Xxx 0000"
PAGE 8 OF 8
