COMMERCIAL TENANCY AGREEMENT
PARTIES
Landlord: Wedgetail Systems PTY LTD ACN 003356429
Tenant: Competency Based Learning PTY LTD ACN 084 763780
Date: Twelfth day of December 2000
THIS AGREEMENT COMPRISES THE REFERENCE SCHEDULE AND COMMERCIAL TENANCY AGREEMENT
CONDITIONS.
INSTRUCTIONS TO COMPLETE
Commercial Tenancy Agreement
DO NOT USE THIS DOCUMENT
o FOR RESIDENTIAL TENANCIES
o FOR PREMISES COVERED BY THE RETAIL SHOP LEASES ACT
o WHERE THE INITIAL TERM EXCEEDS 3 YEARS
o WHERE REGISTRATION UNDER THE LAND TITLE ACT IS REQUIRED
o 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.
o Where the initial term plus options exceeds 10 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.
o 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.
o 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.
o The Agreement must be submitted to the Office of State Revenue for
stamping within 30 days of signing.
o Reference Schedule
Ensure that all items are completed.
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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.
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Item 2: Full name(s) of the tenant. If the Tenant is a
company include its ACN. DO NOT use a business
name.
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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.
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Item 4:
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Item 5: Insert the period of the further tenancy, e.g.
"6 months" or "1 year" or "not applicable".
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Item 6:
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Item 7: Insert the date on which the rent is to be adjusted
by the CPI or "not applicable".
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Item 8: The permitted use should be stated clearly and
concisely.
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Item 9: Insert the percentage of outgoings the Tenant is
to pay, e.g. "25%" or "100%" or "not applicable".
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AGREEMENT made (date)
PARTIES The person named in Item 1 of the Reference Schedule("Landlord")
AND The person named in Item 2 of the Reference Schedule ("Tenant")
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REFERENCE SCHEDULE
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Item 1: Landlord Wedgetail Systems PTY LTD
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Address: 0/0 Xxxxxxx Xxxxxxx, Xxxxxxxxx Q 4215
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Phone: 0419 875040
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Fax:
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ABN. No:
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Email Address:
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Item 2: Tenant Competency Based Learning PTY LTD
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Address: X.X. Xxx 0000 Xxxxxxx Xxxx Xxxx X 0000
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Phone: 07 33496460
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Fax:
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ABN. No:
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Email Address:
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Item 3: Premises Units 6.3 & 6.5/62-64 Signato Drive,
Oxenford Q 4210
(annex a plan if available)
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Item 4: Term Three years commencing on 5th January,
2001 and ending on 4th January, 2004
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Item 5: Option for Further Term 3 Years
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Item 6: Rent $1801.00 PLUS GST per month
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Item 7: Annual Rent Review Dates 4/1/2002, 4/1/2003, 4/1/2004
with increases. 5% annually or CPI
whichever is greater
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Item 8: Permitted Use Office
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Item 9: Percentage of Outgoings $570 plus GST per annum
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Item 10: Deposit $ 3,820.00 being 2 months rent payable
as a bond
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Item 11: Landlord's Agent Hobart Investments Pty Ltd T/A Xxx
Xxxxx Southport ACN 009 985 959
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Address: X.X. Xxx 0000 Xxxxxxxxx XXX 0000
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ABN. No.:
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Email address:
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SPECIAL CONDITIONS
1. The Landlord warrants that prior to the 5th of January 2001 it will at
its expense do the following:
a. Provide and install 20 power points, 24 fluorescent win 36 watt
diffused light fittings, 2 safety switches, 3 telephone lines, 1
fax line, 1 computer line (wide band), earth leakage lead to
electrical supply;
b. Provide and install 1 x 8KW 290 air conditioning unit (refer to F
& L air conditioning quote);
c. Paint internal walls "Off White";
d. Provide and install window locks
2. Notwithstanding the provisions of clause 3 of the commercial tenancy
agreement conditions, the Landlord agrees that it will not require the Tenant to
pay rent or GST for the months commending 5th March 2001 and 5th April, 2001
3. The Landlord irrevocably agrees that it will provide the tenant with a
tax invoice monthly during the term of the agreement for rental and outgoings as
required.
4. The Landlord warrants that it will not unreasonably object to the
Tenants reasonable commercial signage requirements on the external walls of Unit
6.3 and 6.5 hereby leased. The Tenant agrees that it will be liable for the cost
of said signage.
5. The Landlord further warrants that it will provide CBD Xxxxxxx signage
on four car spaces shown as No's 11, 12, 20, 22
_____________________________ _________________________________
LANDLORD TENANT
EXECUTED as an agreement`
EXECUTION BY LANDLORD
THE COMMON SEAL of AS LANDLORD
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Was affixed in accordance with its articles of association in the presence of.
______________________________ ________________________________
Director/Secretary Director
______________________________ ________________________________
Name of Director/Secretary Name of Director (BLOCK LETTERS)
(BLOCK LETTERS)
OR
SIGNED by_______________________________________________________________________
AS LANDLORD in the presence of:
______________________________ ________________________________
Signature of Witness Address of Witness
______________________________
Name of Witness (BLOCK
LETTERS)
EXECUTION BY TENANT
THE COMMON SEAL OF AS TENANT
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Was affixed in accordance with its articles of association in the presence of:
______________________________ ________________________________
Director/Secretary Director
______________________________ ________________________________
Name of Director/Secretary Name of Director (BLOCK LETTERS)
(BLOCK LETTERS)
OR
SIGNED BY_______________________________________________________________________
AS TENANT
In the presence of
______________________________ ________________________________
Signature of Witness Address of Witness
______________________________
Name of Witness (BLOCK
LETTERS)
[sketch of floor plan]
COMMERCIAL TENANCY AGREEMENT CONDITIONS
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" meals 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) "Tenant's 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 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 authorized 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
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 installments in advance on the
first day of each month;
(2) Pay the first installment on the signing of this agreement;
(3) If necessary, pay the first and last installments
apportioned on a daily basis; and
(4) Pay all installments 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 9 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 changes 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.
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 Tenant's
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
10.1 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
Tenant's Property at the end of the Term, the Landlord may:
(1) remove the 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 fir 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.
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 willful 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 and renders it impractical or undesirable to reinstate the Premises or
the Building, it may terminate this Lease by giving the Tenant at least one
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 affect
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. GOODS AND SERVICES TAX
13.1 If a GST is imposed on any supply made to the Tenant under or in
accordance wit this Tenancy, the amount the Tenant must pay for that supply is
increased by the amount of that GST.
14. OPTION FOR FURTHER TENANCY
14.1 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 les than three
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.
14.2 (1) The Rent for the Further Tenancy will be an amount to be agreed
between the Landlord and Tenant and falling agreement three 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.
14.3 Before transferring any interest in the Land, the Landlord must obtain
a signed deed from the transferee containing covenants in favor 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.
14.4 This clause 14 will be omitted from the Further Tenancy.
15. DEPOSIT AND COMMISSION
15.1 The Tenant must pay the Deposit to the Landlord's Agent on signing
this Agreement.
15.2 The Deposit must be applied against the Rent payable by the Tenant on
the commencement of the Term.
15.3 The Landlord agrees to pay the Agent's commission to the Landlord's
Agent and authorizes the Agent to draw the commission on the commencement of the
Term from money received from the Tenant in payment of Rent.
16. NOTICES
16.1 Any notice required to be given to any person under this Agreement
must be:
(1) in writing; and
(2) given in accordance with sections 347 of the "Property Law Act
1974".
