THIS INDENTURE made at the City of St John's in the Province of
Newfoundland, Canada, as of this 28th day May, 1998.
BETWEEN: Par Holdings LTD., a body corporate, duly
incorporated under the laws of the Province of
Newfoundland (hereinafter called the "Landlord")
AND: Northstar Technical, Inc.,
a body corporate, duly incorporated under the
lawn of the Province of Newfoundland (hereinafter
called "the Tenant")
of the other part
WITNESSETH that in consideration of the rents, covenants and
agreements hereinafter contained the parties hereto covenant
and agree as hereinafter set forth;
ARTICLE I
THE DEMISE PREMISES
1.01 the Landlord hereby demises to the Tenant that portion of the
floor area of the commercial complex of the Landlord known as
The Par Building situate On 000-000 Xxxxx Xxxxxx in the city
of St. John's, Newfoundland and consisting of approximately
2340 square feet as outlined in red on the plan or diagram
hereto annexed as schedule "A" and hereinafter referred to as
"the Demised Premise".
1.02 The Landlord hereby grants to the Tenant in common with others
having the like right, the right of ingress and egress to the
demised premises from Water Street and the right subject to
Article 5.09 herein, to park vehicles on the parking lot of
the commercial complex for the benefit of the Tenant, its
employees, customers and invitees.
ARTICLE II
TERM
2.01 TO HAVE AND TO HOLD the Demised Premises for the term of two
(2) years commencing upon the 1st day or July 1998 and ending
upon the 30th day of June, 2000. The tenant will take occupancy
as soon an the space in ready and will pay as per 3.02
ARTICLE III
RENT
3.01 Rent - The Tenant Covenants and agrees to pay to the Landlord,
without deduction, a basic rental of Twenty Four Thousand
dollars ($24,000.O0) plus H.S.T payable in equal monthly
installments for Two Thousand Three hundred dollars ($2,300.00)
H.S.T included.
3.02 Partial Month Rent - In the event that the commencement date
of This Lease should be a date other than the first of a month,
then the tenant shall pay for that month a proportionate
amount of the basic rent as the remainder of the said month
bears to the whole of the said month and thereafter on the 1st
day of each and every month during the term hereby create.
ARTICLE IV
LANDLORD'S COVENANTS
4.O0 The Landlord hereby for itself, its successors and assigns
hereby covenants with the Tenant, its successors and assigns
as follows:
4.01 That the Tenant paying the rental hereby reserved and
observing and performing the several covenants and
stipulations on its part herein contained shall hold and enjoy
the said demised premises quietly and peaceably during the
said term without any interruption by the landlord or any
person rightfully claiming under or in trust for it.
4.02 That the Landlord will maintain and repair the structure and
exterior of the demised premises other than window, door, and
plate glass and the Tenant's store front and signs.
4.03 Access by Landlord to Repair - The Landlord and all persons
authorized by it 'shall have the right to erect, use and
maintain wiring, mains, pipes, conduits and other means of
distributing services in and throuqh Demised Premises; and
the Landlord and all persons authorized by it shall have the
right from time to time and at all reasonable times to enter
upon the Demised Premises for the purpose of access thereto
for installation, maintenance and repair, and such entry shall
be deemed not to be an interference with the Tenant's
possession under this lease.
ARTICLE IV
TENANT'S COVENANTS
5.00 The tenant, for itself, its successors and assigns and to the
intent that the obligations may continue throughout the term
hereby created, hereby covenants with the Landlord, its
successors and assigns as follows:
5.01 To Pay Rent - The tenant will pay to the Landlord all rentals
provided for in this Lease and all other amounts payable by it
hereunder which shall be considered additional rental, as
herein provided in lawful money of Canada, without any set
off, compensation or deduction.
5.02 Repair - To keep the interior of the Demised Premises, and the
Tenant's interior fixtures and improvements, in good and
tenantable repair and condition and to yield up the same at
the termination of this tenancy in qood and tenantable repair
and condition, reasonable wear and tear only expected, and the
Tenant Covenants to perform such maintenance and to effect
such repairs and replacements and to decorate at its own cost
and expense as and when necessary or reasonably required La do
so by the Landlord: notwithstanding anything contained in
this section, the Landlord shall at the default of the Tenant
have the right, but not the obligation, to elect, in its sole
discretion, to perform or cause repairs, maintenance or
replacements to be undertaken by the Tenant hereunder, and to
charge the Tenant therefore. The Tenant shall have permission
to remove the existing carpet in two rooms and replace with
tiles. The Tenant agrees as per this clause to replace this
carpet at the end of the lease term)
5.03 Taxes: The Tenant shall pay for its telephone and all
business taxes, licences, rates, assessments and other charges
levied or assessed on or in respect of or in relation to the
occupancy by the Tenant or the business carried on by and
assets of the Tenant within the demised premises. In the
event of the Tenant failing to pay for such utilities and/or
for any such taxes, licences, rates, charges or assessments
which it has covenanted to pay and which shall constitute a
lien or charge upon the demised premises or the contents, the
Landlord, if such default is not cured after giving ten (10)
days notice to the Tenant may pay all or any of the same and
all such payments so made shall constitute rental forthwith
payable and interest at the rate specified in paragraph 7.01
herein from the date of each such payment until fully paid;
provided, however, that where there its a bona fide dispute of
the Tenant, forfeiture will not result from non- payment and
the Landlord shall not pay the same until such dispute has
been resolved by nither agreement of the Tenant or by the
decision of a competent authority, which ever is earlier in
date; whereupon such period of ten (10) will commence upon
the date of such agreement or decision.
5.04 Not to Assign - The rights of the Tenant under this Lease
shall not be transferred, assigned or sold and the tenant
shall not sub-let the whole or any part of the Demised
Premises nor grant any concession or license within or with
respect to the Demised Premises to any Party without, in
either case, the prior written consent of the Landlord.
However, such use must in all cases be acceptable to the
Landlord. Notwithstanding any such consent being given or any
such transfer, assignment, sub-lease or grant being made, the
Tenant shall remain responsible jointly and severally with
much transferee, assignee, sub-lease or grantee for the
fulfillment of all the obligations of the Tenant under the
Lease.
5.05 Use of Demised Premises - The Tenant will not time or occupy
the demised premises or any part thereof for any purpose
other than the operation of an office and manufacturing shop,
without first obtaining the previous written consent of the
Landlord which consent shall not be unreasonably or
arbitrarily withheld.
5.06 Painting, Decoration and Alterations - The Tenant may at any
this and from time to time at its own expense paint and
decorate the interior of the demised premises and make such
changes, alterations, additions, and improvements in and to
all the demised premised at will, in the judgment of the
tenant, better adapt the demised premises for the purpose of
its operation provided however that in so doing the Tenant
shall be responsible for the cost of any changes that may have
to be made by the Landlord in heating or air conditioning
system at the building and further that no changes,
alterations, additions or improvements shall be made without
the prior written consent at the Landlord and all changes
alterations, additions or improvements shall comply with all
applicable statutes, regulations, codes or by-laws at any
municipal, provincial or other governmental authority.
5.07 Nuisance - The Tenant shall not use or permit any part of the
demised premises to be used in a manner so as to cause a
nuisance to other tenants of the Landlord, nor to cause or
permit annoying noises, vibrations or offensive odors, and
the Landlord with regard to the portion of the building other
then the herein detained premises shall not use or permit any
part of the premises to be used in a manner so as to cause a
nuisance to the Tenant, nor to cause or permit annoying
noises, vibrations or offensive odors.
5.08 Not to affect the Landlord's Insurance - The Tenant will not
do or permit to be done or omit to do anything on the demised
premises whereby the Landlord's insurance may be rendered void
or voidable or the premium increased and if the Landlord's
insurance rate shall be increased by reason of the activity of
the Tenant, the Tenant shall pay to the Landlord an additional
rental the amount by which the insurance be so increased.
5.09 Landlord's Examination of the Demised Premises - The Landlord
and any employee, servant or agent of the Landlord shall be
entitled, at any time and from time to time to enter and
examine the state of maintenance, repair, decoration and order
of the demised premises all equipment and fixtures within the
demised premises and any improvements now or hereafter made to
the demised premises and the Landlord may give notice to the
Tenant requiring that the Tenant perform such maintenance or
affect such repairs, replacements or decorations as- may be
found necessary from such examination: the failure of
the Landlord to give such notice xxxXx not however, relieve
the Tenant from its obligations to maintain, repair, decorate
and keep the leased premises and appurtenances in good order
as a careful owner would do and to make such replacement as
may be necessary.
5.10 Signs - The Tenant will not erect or permit any advertisements
or signs to be erected on or in the demised premises without
having obtained the prior written consent of the Landlord to
erect such advertisements or signs, which consent which consent
unreasonably or arbitrarily withheld.
5.11 Parking - The Tenant shall have access to the parking lot at
the rear of the complex for the duration of the Leasing
period.
5.12 Tenant to Insure - The Tenant shall take out and keep enforced
during the term property damage and public liability
insurance all in the amounts and with policies in form
satisfactory from time to time to the Landlord, with coverage
in no case to be less than $1,000,000.00. The Tenant agrees
that if the Tenant fails to take out or keep In force such
insurance, the Landlord will have the right to do so and to
pay the premium therefore and in such event the Tenant shall
repay to the Landlord the amount paid as premium, which
payment shall be deemed to be additional rental payable on
the 1st day of the next month following the said payment by
the Landlord. The Tenant shall have an insurable interest in
the Tenant's works and improvements including the store front,
stock in trade, furniture, fixtures and interior improvements
and shall be entitled to take out and keep in force insurance
coverage equal to the full insurable value thereof.
5.13 Merchandise in Common Area -- The Tenant shall not keep.
display or sell any merchandise on or otherwise obstruct or
use any part Of the sidewalk-, parking lot, vestibule area or
other common area and facilities except as permitted in
writing by the Landlord.
5.14 Garbage Debris and Refuse - The Tenant shall not place or
leave or permit to be placed or left in or upon any part of
the commercial complex outside of the demised premises, any
debris or refuse except as allowed by the Landlord at specific
times of pick-up and then deposit it in areas indicated by the
Landlord in proper receptacles provided and placed for that
purpose by the Tenant. The Tenant shall pay for the cost of
any commercial garbage and refuse removal service required in
addition to any provided by the Municipality. At the sole cost
and expense of the Tenant, the demised premises shall be
kept in a clean and sanitary condition In accordance with the
laws of the Municipality and in accordance with all
directions, rule and regulations of the Health Officer, Fire
Xxxxxxxx, Building Inspector or other proper officers of the
Municipality, other agencies having jurisdiction or the
insurers of the Landlord; in the event that the Tenant fails
to comply with the foregoing provisions, the Landlord may
rectify the situation and collect the expense for such work
from the Tenant in the same manner as arrears of rent.
5.15 Not to Register Lease- The Tenant shall not register the
Lease in the Registry of Deeds for the Province of
Newfoundland or to do anything which would impair the
Landlord's right or ability to encumber the Demised Premises
5.17 No Liens - The Tenant covenants that it will not permit, do,
nor cause anything to be done to the Demised Premises which
would allow any privilege, lien, mortgage, pledge, change or
encurtibrance of any nature whatsoever to be imposed or to
remain upon the Demised premises or the Commercial Complex and
should any privilege, lien, mortgage. pledge, charqe or
encumbrance arise, than the Landlord shall be permitted but
not obliged to pay any such privilege. lien, mortgage, pledge,
charge or encumbrance and any payment so made shall be
additional rent and may be recovered from the Tenant as
arrears of rent.
5.18 Indemnify Landlord - The Tenant covenants to indemnify and
keep indemnified the Landlord from all liabilities, suits,
claims, demands and actions of every nature or kind for which
the Landlord become liable or suffer by reason of any
breach, violation or non-observance or non-performance by the
Tenant, its servants, agents or 1icensees, or any law, by-law
or- regulation or any of the Tenant's covenants herein
contained, or by reason of any injury to, or death occasioned
or suffered by any person or persons or to any property
through any act, neglect or default of the Tenant, its
servants, agents or licensees; such indemnification In respect
of any such breach, violation, or non-perfomance, damage to
property. injury or death occurring during the term of this
Lease, anything herein to the contrary notwithstanding.
5.19 Indemnify Landlord- The Landlord covenants to indemnify and
keep -indemnified the Tenant from all liabilities, suits,
claims, demands and actions of every nature or kind for which
the Tenant may become liable or suffer by reason of any
breach, violation or non-observance or nonperformance by the
Landlord, its servants, agents or licensees, or any law, by-law
or regulation, or any of the Landlords's covenants herein
contained, or by reason or any injury to, or death occasioned
or suffered by any person or persons or to any property
through any act, neglect or default of the Landlord, its
servants, agents or licensees; such indemnification in
respect of any such breach, violation. or non-performance,
damage to property, injury or death occurring during the term
of this Lease or any extension thereof shall survive the
termination of this Lease, anything herein to the contrary
notwithstanding.
ARTICLE VI
DAMAGE OR DESTRUCTION
6.01 If only the demised premises shall be destroyed by fire, or
other cause to such extend that the same shall not be capable
with due diligence of being repaired, restored or rebuilt
within a period of six(6) months after the happening of such
destruction or damage, then the Landlord or Tenant may
terminate this Lease upon thirty (30) days written notice one
to the other, given within thirty (30) day's of the date of
such destruction or damage; and the Tenant shall thereupon
immediately surrender the demised premises to the Landlord and
rent shall be apportioned to the date of such damage or
destruction.
6.02 If in the event the whole or part of the demised premises
shall, during the last two (2) years of the term of this Lease
(and if the term shall have been extended, during the last two
years of the latest extension thereof) be destroyed or damaged
to the extent or fifty per cent (50%) or more of the then
value of the premises, then in either such event the Landlord
or the Tenant may terminate this Lease as of the date of such
destruction or damage by giving notice to the other party
within thirty (30) days thereafter or its election to do so
6.O3 Whether or not the demised premises shall have been destroyed
or damage if the commercial complex shall be destroyed or
damaged by fire or other cause to such an extent that the same
shall not be capable with due diligence of being repaired
restored or rebuilt within a period to twelve (12) months
after the happening of such destruction or damage, then the
Landlord may tenninate this Lease upon written notice given
within thirty (30) days after the happening of such
destruction or damage; and the Tenant shall thereupon
immediately surrender the demised premises to the Landlord and
rent shall be apportioned to date of such termination,
unless the demised premises shall also have been destroyed or
damaged in which event rent shall be apportioned to the date
of such destruction or damage, provided, however, that if the
commercial complex can with due diligence be repaired,
restored or rebuilt within the period of twelve (12) months
after the happening of such destruction or damage, the
Landlord may rebuild the commercial complex; provided further
that if the landlord becomes obligated to rebuild the
commercial complex pursuant to this provision, the Landlord in
lieu of rebuilding the building and improvements, constituting
the commercial complex in the same form that they previously
were, shall be entitled to build a commercial complex in
accordance with any plan chosen by the Landlord provided that
the floor area at the commercial complex to be constructed is
not substantially less than the floor area of the buildings
destroyed or damaged immediately prior to such damage or
destruction.
6.4 If the demised premises are destroyed or damaged by fire or
other cause and notice to terminate this Lease shall not have
been duly given as herein provided, the Landlord shall repair
the demised premises (excluding Tenant's fixtures and leasehold
improvements) with all reaonable speed, and (i) if
the damage is such as to render the demised premises wholly
unfit for occupancy, all rent hereunder shall cease from the
time of the occurrence of the damage untill the completion of
repairs to the demised premises by the Landlord, or (ii) if
the darnaqe is such that the demised premises can be partially
used by the Tenant, the minimum rent (but not percentage or
additional rent) shall xxxxx in the proportion that the part
of the demised premises renderad unfit fur occupancy bears to
the- whole of the demised premises from the time of the
occurance of the damage until the completion of repairs to
the demised premises (excluding Tenant'e fixtures and
leasehold improvements) by the Landlord, and (iii) upon
completion or repairs to the demised premises (excluding
Tenant's fixtures and leasehold improvements) by the Landlord,
all rent under this Lease shall re-comence and the Tenant
shall with all resonable speed and at its own expense
install all necessary Tenant's fixtures to enable the Tenant
to re-open for business.
ARTICLE VII
INTEREST ON ARREARS
7.01 if the Tenant fails to pay to the Landlord when the same is
due and payable, any basic rent, or any other charge under
this Lease such amount or amounts shall bear interest at a
rate of two per cent (2%) per annum in excess of the minimum
lending rate to prime commercial borrowers from time to time
current at the main Branch of the Royal Bank of Canada, St.
John's, Newfoundland, from the date upon which same was due
until actual payment thereof. Nothing herein contained shall
be construed so as to compel the landlord to except
payment of rent in arrears should the Landlord exact to apply
its remedies under Article 8.01 or any other Article of this
Lease in the event of default hereunder by the Tenant.
ARTICLE VIII
DEFAULT
8.01 If the basic rent or any other sums of money payable
hereunder by the Tenant or any part thereof shall at any time
be unpaid for ten (10) days after becoming payable, whether
demanded or not, or if any covenant on the Tenants part
herein contained shall not be performed or observed, or in
case the demised premises are vacated or become vacant or
remain unoccupied for five (5) days or are not used for the
purpose provided in this Lease, or in case the term or any of
the goods fixtures or equipment of the Tenant are taken in
execution or in attachment or if a writ of Execution is issued
against the goods, fixtures; or equipment of the Tenant, or in
case the Tenant becomes bankrupt or insolvent or makes an
assignment for the benefit of its credirors, or becoming
bankrupt or insolvent takes the benefit of any act that may be
in force for bankrupt or insolvent debtors, or makes a
proposal, or if the Tenant shall make a bulk sale of its
goods, fixtures or equipment, then in the happening of any
such case the full amount of the then current months basic
rent and the next three (3) months of basic rent shall
immediately become due and payable and the said term shall
immediately become forfeited and void, and the Landlord may,
without notice or any form of legal process, forthwith re-
enter upon and re-take possession of the demised premises and
remove the Lessee's effects therefrom and such property may be
stored in a public warehouse or elsewhere at the cost of and
for the account of the Tenant, any statute or law to the
contrary notwithstanding, and without prejudice to any claim
for rent or damages which the Lessor may have aqainst the
Tenant or to the right of action of the Tenant in respect of
any antecedent breach of the Tenant'S covenant herein
contained. If at any time an action is brought for recovery
of possession of the demised premises, for the recovery of
rental or any other amount due under the provisions of this
lease, or bocause of a breach by act or omission of any other
covenant herein contained on the part of the Tenant, and a
breach is established, the Tenant shall pay to the Landlord
all expenses incurred therefore.
8.02 Forbearance by Landlord - Any condoning, excusing or
overlooking; by the Landlord of any default, breach or
nonperformance by the Tenant at any time or times in respect
of any payment covenant, agreernent, proviso, or condition
contained in the Lease shall not operate as a waiver of the
Landlord's right in respect of any subsequent and/or
continuing default, breach or nonperformnance, nor so as to
defeat or affect in any way the rights of the landlord herein
in respect of any such subsequent default, breach or
nonperformance.
8.03 Time of the Essence - Time shall be of and continue to be of
the essence of the Lease and of all covenants, agreements.
provisos or conditions contained in the Lease.
8.04 Absconding Tenant- Notwithstanding any of the other
provisions in this Lease, if the Tenant taken or attemts or
threatens to take any action to cease to continuously and
actively operate its business in the demised premises or to
abandon the demised premises or if the Landlord has reasonable
grounds to believe that the Tenant may take or atternpt to take
any action to cease to continuously and actively operate its
business in the demised premises or - to abandon the demised
premises then in addition to any other remedy the Landlord
may have under this Lease or in law or in equity, the Landlord
may accelerate the current month's and the next three (3)
month's basic rent payable under this Lease for the term hereof
and without notice immediately enter upon the demised
premises, seize the Tenant's inventory, fixturss and
improvements and sell all or any portion of the inventory
stock-in-trade, and fixtures by public auction or a private
sale, and apply the proceeds to the accelerated rent and the
other obligations of the Tenant under this Lease.
ARTICLE IX
RENEWAL
9.01 If the Tenant duly and regularly performs each and every of
the covenants, provisos and agreements herein contained on the
part of the Tenant to be paid, done and performed the
Landlord will upon the written request of the Tenant given not
less than six (6) months before the expiration of the term of
this Lease, grant the Tenant a renewal of this lease for a
further term of three years on the same terms and conditions
as herein contained, except for basic rental which shall be
re-negotiated, and escept for this covenant to renew.
ARTICLE X
ASSIGNMENT BY LANDLORD
10.01In the event of sale or lease by the Landlord of the
commercial Complex or a portion thereof contained in the
Demised premises or the assignment by the Landlord or
this Lease or any interest of the landlord hereunder, and
to the extent that such purchaser, Lessee under such
lease, or Assignee has assumed the covenants and
obligations or the Landlord hereunder, the landlord
shall, without further wrirten agreement, be freed and
relieved of liability upon such covenants and
obliqations, the Tenant shall from time to time at the
request or the Landlord certify or acknowledge to any
mortgagee, purchaser, Lsssee or Aseignee as to the status
and validity of this lease and the state of the
Landlord's and Tenant's account hereunder.
ARTICLE XI
MISCELLANEOUS
11.0Outing of Premises by Tenant and Landlord's improvements-
The Tenant covenants that it will leave
the demised premises in good repair, reasonable wear and
-tear, damage by fire, lighting and tempest, act of God
and the Queen's enemies only excepted, and it is
understood and agreed that all work done and materials
supplied by the Tenant shall not be the Tenant's fixtures
but shall become the property of the landlord except for
such fixtures and equipment that can be removed by the
Tenant without damage to the demised premises.
11.02 Notice - Any notice, demand, request or consent required
or contemplate by any provision of this lease shall be
given or made in writing and delivered or mailed by
Registered Mail, in the case of the Landlord to Par
Holdings Ltd., 685 Water street, St. John's,
Newfoundland, and in the case of the Tenant to 000 Xxxxx
Xxxxxx, Xx. Xxxx'x, Xxxxxxxxxxxx, and any such notice,
denmand, request or consent shall be conclusively deemed
to have been given or made on the day on which such
notice, demand, request or consent is delivered, or, if
mailed, then on the next business day following the date
of the mailing, as the case may be.
ARTICLE XII
INTERPRETATION
12.01 Validity - If a term, covenant or condition of this
Lease. or the application thereof to any person or
circumstances is held to any extent invalid or
unenforceable the remainder of this lease or the
application of the term, covenant, or condition to
persons or circumstances other than those as to which it
is held invalid or unenforceable will not be affected.
12.02 Other Represetation- This lease and the schedules
annexed hereto constitute the entire agreentent between
the Landlord and the Tenant and neither party is bound by
any representation, warranty, promise, agreelnent or
iducement not embodied herein.
12.03 Subordination - This Lease is subject and subordinate to
all mortgages or deeds of trust which may now or at any
time hereafter affect the Demised Premises in whole or in
part or the commercial complex in whole or in part and
whether or not any such mortgages or deeds of trust shall
effect only the Demised Premises or the coramercial
complex or shall be blanket mortgages or deeds of trust
affecting other premises as well, and the Tenant
covenants and agrees at any time upon notice from the
Landlord to attorn to and become a tenant or mortgagee or
trustee under any such terms and conditions as are herein
set forth. This lease shall also be subject and
subordinate to all renewals, modifications,
consolidations, replacements and extensions of any such
mortgages or deeds of trust. In confirmation of such
subordination and agreement to attorn, the Tenant shall
execute promptly upon request by the Landlord any
certificates and instruments which may from time to time
be requested to give affect thereto.
12.04 This Lease sha11 enure to the benefit of and be binding
upon the respective successors and assigns of each at the
parties hereto and where and context so requires or
permits the necessary grammatical changes shall be made
accordingly.
ARTICLE XIII
ARBITRATION
13.01 If any dispnte or question shall arise between the
landlord and the Tenant touching this Agreement or
anything, herein contained, or the construction hereof or
the rights, duties or liabilities in relation to the
Demised premises, the matter in difference shall be
submitted to a single Arbitrator if the parties can agree
on one and in the event that they cannot so agree then
each party shall appoint one Arbitrator and the two so
appointed shall select a third Arbitrator who shall be
the chairman and the matter shall then proceed to
arbitration in accordance with the provisions of The
Judicature Act relating to arbetration or such other
legislation as any be airbotituted thereof and the
decision of the Arbitrator or Arbitrators shall be final
and binding upon the parties.
IN WITNESS WHEREOF the parties hereto have properly executed these
presents the day and year first before written.
SINGED SEALED AND DELIVERED
in the presence of:
/S/ Xxxx Xxxxx /S/ Xxxx Ingelburg
/S/ Dr. Dormheimer /S/ Xxxxxx Xxxxxxx
