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EXHIBIT 10.30
XXXXXX
0
XXXXXX
XXXXXXXX GROUP
JDA SOFTWARE SERVICES LTD.
LEASE
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OFFICE
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LEASE
By this Agreement dated the 11th day of July, 0000
XXXXXX DEVELOPMENT GROUP, INC. AND PENRICH PROPERTIES LTD.
COLLECTIVELY REFERRED TO as LANDLORD
upon and in consideration of the covenants, terms, and conditions contained in
this LEASE and which are implied, hereby demises and leases to
JDA SOFTWARE SERVICES LTD.
, as TENANT those PREMISES (#210, 0000
Xxxxxx Xxxxxx S.E.) outlined in red on Schedule 1 attached, in the BUILDING
known as 0000 Xxxxxx Xxxxxx X.X. constructed in LAND described in Schedule 2,
Part 3.
- agreed to contain a Rentable Area of 7,516 sq.ft. more or less
(698.18 square meters) on the main floor of said BUILDING.
- for a TERM of Five 5 Years
- from a COMMENCEMENT DATE of August 1, 1994
- and expiring on July 31, 1999
- for an ANNUAL RENT OF See Schedule 3
with review and adjustment (if any) at the commencement of the
N/A year(S.) of the TERM
- and other payments in accordance with the LEASE:
Use of Premises The Premises shall only be used and occupied as an
office for Tenant's business.
The following appendices are attached to and form part of the Lease:
Schedule 1 - Plan of Premises
Schedule 2 - Project Supplement with definitions
Schedule 3 - Supplementary Terms - 3.1 Annual Rent
3.2 Advance Annual Rent
3.3 Tenant's Work
3.4 Tenant Allowance
3.5 Parking
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ARTICLE 1
GRANT OF LEASE
DEMISE 1.01 Landlord leases the Premises to Tenant, and Tenant leases
the Premises from Landlord, to have and to hold during the Term,
subject to the provisions hereof.
COVENANTS 1.02 Landlord covenants to keep, observe and perform all of the
terms and conditions to be kept, observed and performed by
Landlord under this Lease. Tenant covenants to pay the Rent
when due, and to keep, observe and perform all of the terms and
conditions to be kept, observed and performed by Tenant under
this Lease.
QUIET 1.03 Landlord shall warrant and defend Tenant in the quiet
ENJOYMENT enjoyment and possession of the Premises during the Term,
subject to the provisions of this Lease.
USE OF 1.04 During Xxxxxx Business Hours, Tenant, its employees,
COMMON AREAS customers, invitees and others requiring communication with
Tenant in connection with the operation of its business shall
have the use in common with others entitled thereto of the
Common Areas, provided that the Common Areas shall at all times
be subject to the exclusive control of Landlord.
USE OF 1.05 The Premises shall be used and occupied for the use and
PREMISES purpose identified on page 1 of this Lease, or for such other
purpose as Landlord may specifically authorize in writing.
CONSENT 1.06 Unless otherwise provided, whenever consent or approval of
Landlord or Tenant is required under the provisions of this
Lease, such consent or approval shall not be unreasonably
withheld or delayed.
COMPLIANCE 1.07 Tenant shall at all times, use and occupy the Premises in
WITH LAWS accordance and compliance with all laws, by-laws, regulations,
directions and orders of every governmental authority having
jurisdiction and with all requirements of the insurers of the
Project and their advisory organizations, and Tenant's insurers,
and shall not commit, suffer or permit any act or omission which
shall breach any thereof. If any such governmental authorities
or insurers or insurers' advisory organizations require changes,
Tenant shall make same at its own expense, but subject to such
approvals of Landlord as are required pursuant to the provisions
of this Lease.
NUISANCE 1.08 Tenant shall not cause or maintain any nuisance in or
about the Premises, and shall keep the Premises free of debris,
rodents, vermin and anything of a dangerous, noxious or
offensive nature, or which could create a fire hazard (through
undue load on electrical circuits or otherwise) or cause undue
vibration, heat or noise.
ABANDONMENT 1.09 Tenant shall not vacate or abandon the Premises at any
time during the Term.
ARTICLE 2
RENT
PAYMENT 2.01 (a) Tenant acknowledges and agrees that the Annual Rent
OF RENT shall be completely net to Landlord, and Tenant
shall, to the complete indemnification of Landlord,
pay Tenant's Proportionate Share of Operating Costs
for the Building, and Other Charges.
(c) All amounts payable by Tenant to Landlord under this
Lease (without limitation including Tenant's
Proportionate Share of Operating Costs for the
Building, and Other Charges) shall constitute and be
deemed to be Rent and shall be payable and
recoverable as Rent, and shall be payable, when due,
in legal tender of Canada, without deduction or
rights of set-off, and without demand or, where so
specified, upon notice or invoice, at such place as
Landlord from time to time may designate, and
Landlord shall have all rights against Tenant for
default in any payment as in the case of arrears of
Annual Rent, Tenant's obligation to pay Rent shall
survive the expiration or earlier termination of this
Lease, until fully discharged.
(d) Tenant shall make payments required under this Lease
within the period of time specified, or if a time
period is not specified, within a reasonable period
of time,
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EARLY 2.02 If Tenant begins to conduct business in any portion of the
OCCUPANCY Premises before the Commencement Date, Tenant shall pay to
Landlord on the Commencement Date a rental in respect of the
portion so used for the period from the date Tenant begins to
conduct business therein to the Commencement Date, which rental
shall be that proportion of Annual Rent for the first year of
the Term which the number of days in such period bears to 365,
and which the area of the portion so used bears to the area of
the Premises. The provisions of this Lease shall be applicable
during such period, without limitation including that Tenant
shall, mutatis mutandis proportionately contribute to Operating
Costs for the Building during such period.
DELAYED 2.03 If Landlord is delayed in giving possession of the
OCCUPANCY Premises to Tenant, then, unless such delay is principally
caused by or attributable to Tenant, its servants, agents or
contractors, Tenant shall take possession of the Premises on the
date when Landlord delivers such possession, and this Lease
shall commence on the first day of the month next following and
shall thenceforth ensue until the date of expiration aforesaid.
This Lease shall not be void or voidable nor shall Landlord be
liable to Tenant for any loss or damage resulting from any delay
in delivering such possession to Tenant, but no Rent shall be
payable by Tenant for the period prior to such deferred
commencement date except pursuant to Section 2.02. If the delay
is principally caused by or attributable to Tenant, its
servants, agents or contractors, then Tenant shall pay Rent
pursuant to the provisions of this Lease from the Commencement
Date without reduction, abatement or deferral.
PAYMENT OF 2.04 Annual Rent shall be paid by Tenant to Landlord in equal
ANNUAL RENT monthly installments payable in advance on the first day of each
calendar month, with the first installment to be paid on the
Commencement Date.
PAYMENT OF 2.05 (a) Tenant shall pay its Proportionate Share of Operating
OPERATING COSTS Costs for the Building as next provided.
(b) On or about the Commencement Date, and the beginning
of each Fiscal Year thereafter, Landlord shall
compute and deliver to Tenant a bona fide estimate of
Tenant's Proportionate Share of Operating Costs for
the Building for the appropriate period and, without
further notice, Tenant shall pay to Landlord equal
monthly installments of such estimate of Tenant's
Proportionate Share of Operating Costs for the
Building simultaneously with installments of Annual
Rent during such period.
(c) Unless delayed by causes beyond Landlord's reasonable
control, Landlord shall deliver to Tenant within 120
days after the end of each Fiscal Year a statement
certified to be correct by Landlord, (the
"Statement") setting out in reasonable detail the
amount of Operating Costs for the Building for such
Fiscal Year and Tenant's Proportionate Share thereof.
If the aggregate of installments of Tenant's
Proportionate Share of Operating Costs for the
Building actually paid by Tenant to Landlord during
such Fiscal Year differs from the amount of Tenant's
Proportionate Share of Operating Costs for the
Building for such Fiscal Year in accordance with the
Statement, Tenant shall pay or Landlord shall credit
the difference without interest within 30 days after
the date of delivery of the Statement.
(d) If Tenant disagrees with the accuracy of the
Operating Costs for the Building or Tenant's
Proportionate Share thereof as set forth in the
Statement, Tenant shall nevertheless make payment in
accordance with the Statement, but Tenant shall,
within 30 days of delivery of the Statement, advise
Landlord thereof and the disagreement shall
immediately be referred by Landlord for prompt
decision by a public accountant, architect, insurance
broker or other professional consultant who in the
opinion of Landlord and Tenant by mutual agreement is
best qualified to assess and determine the matter and
who shall be deemed to be acting as an expert(s) and
not as an arbitrator(s) and whose determination shall
be final and binding on Landlord and Tenant, unless
within 21 days of the determination either party
elects to submit the matter to arbitration pursuant
to applicable law. The cost of the expert(s) and of
any arbitration shall be borne equally by Landlord
and Tenant. Any adjustment required to any previous
payment made by Tenant or Landlord by reason of any
final decision shall be made, without interest,
within 30 days thereof.
(e) Neither party may claim a re-adjustment in respect of
Operating Costs for a period if based upon any error
or computation or allocation except by notice
delivered to the other party within 6 months after
the date of delivery of the Statement.
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(f) If the Term expires or the Lease is otherwise
terminated on a date other than the last day of
the Fiscal Year, Tenant's Proportionate Share of
Operating Costs for the Building shall be
adjusted on a per diem basis, based on and
calculated at the time of delivery of the next
Statement after such date. If the aggregate of
installments of Operating Costs actually paid by
Tenant to Landlord during the period up to and
including the expiry or earlier termination date
differs from the amount of Tenant's
Proportionate Share of Operating Costs for the
Building payable for the period up to such date,
Tenant shall pay or Landlord shall refund the
difference without interest within 30 days after
the date of delivery of the Statement.
PAYMENT OF 2.06 Tenant shall make payments to Landlord of Other Charges
OTHER CHARGES which pursuant hereto are the responsibility of Tenant.
ARTICLE 3
OPERATION OF THE PROJECT
STANDARDS 3.01 During the Term. Landlord shall operate and maintain
the Project in accordance with all applicable laws and
regulations, and with high standards of efficient and prudent
property management from time to time prevailing for buildings
in a project similar in age, use, type, and location.
SERVICES 3.02 Landlord shall (with participation by Tenant by payment
TO PREMISES of Tenant's Proportionate Share of Operating Costs for the
Building) provide in the Premises:
(a) heat, ventilation and air conditioning as required for
the comfortable use and occupancy of the Premises during
Normal Business Hours;
(b) janitorial services, including window washing, but
excluding dry-cleaning of drapes and shampooing of
carpets, to keep the Premises in a clean and tidy
condition, provided that Tenant shall leave the Premises
in a reasonably tidy condition at the end of each
business day;
and shall provide in the Premises at the cost of the Tenant:
(c) replacement of building standard fluorescent tubes,
light bulbs, ballasts, and starters as required from
time to time as a result of normal usage; and
(d) electric power for normal lighting and small business
office equipment, other than computers.
BUILDING 3.03 Landlord shall (with participation by Tenant by payment
SERVICES of Tenant's Proportionate Share of Operating Costs for the
Building) provide in the Project:
(a) hot and cold or tempered running water and necessary
supplies in public washrooms sufficient for the normal
use thereof;
(b) elevator or escalator service for access to and egress
from the Premises;
(c) heat, ventilation, air conditioning, lighting, electric
power, and janitorial services in the Common Areas; and
(d) a general directory board, under the exclusive control
of Landlord, on which Tenant shall be entitled to have
its name shown.
MAINTENANCE, 3.04 Landlord shall (with participation by Tenant by payment
REPAIR AND of Tenant's Proportionate Share of Operating Costs for the
REPLACEMENT Building) operate, maintain, repair and replace the systems,
facilities, and equipment necessary for the proper operation of
the Project and for the provision of services under this Article
(except as such may be installed by or be the property or
responsibility of Tenant, and shall be responsible for and shall
expeditiously maintain and repair the foundations, structures,
exteriors, and roofs of the Project and, pursuant to Article 7,
repair damage to the Project which Landlord is obligated to
insure against under this lease, provided that:
(a) if all or part of such systems, facilities and
equipment are destroyed, damaged or impaired,
Landlord shall have a reasonable time in which
to complete the necessary repair or replacement,
and during that time shall be required only to
maintain such services as are reasonably
possible in the circumstances;
(b) following initial installation and any
significant alteration of partitioning or
installations, proper operation of heating and
air handling systems will require balancing and
rebalancing;
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(c) Landlord may temporarily discontinue such services or
any of them at such times as may be necessary due to
causes (except lack of funds) beyond the reasonable
control of Landlord;
(d) Landlord shall use reasonable diligence in carrying out
its obligations under this Article, but shall not be
liable under any circumstances for any consequential
damage to any person or property for any failure to do
so;
(e) Landlord shall not be liable for damage to any person
or property, fixtures, furnishings, or equipment or
claims for loss of business, or other loss or damage
suffered or caused by failure of the mechanical or
electrical systems of the Project, or interruption in
the supply of power or other services, or malfunction
of the sprinkler system, or bursting or leaking of
sewer pipes or of gas, steam, or water, or leakage of
any type;
(f) no reduction or discontinuance of services under this
Article shall be construed as an eviction of Tenant, or
a breach of the covenant of quiet enjoyment, or release
Tenant from any of its obligations under this Lease;
(g) nothing contained herein shall derogate from the
provisions of Article 7; and
(h) Landlord shall be deemed to have observed and performed
the terms and conditions to be performed by Landlord
under this Lease, including those relating to the
provision of utilities and services, if in so doing it
acts in accordance with a directive, policy or request
of a governmental or quasi-governmental authority
serving the public interest in the fields of energy,
conservation or security.
ADDITIONAL 3.05 (a) If from time to time requested in writing by Tenant and
SERVICES to the extent that it is reasonably able to do so,
Landlord shall provide in the Premises services in
addition to those set out in this Article, except that
Tenant shall be solely responsible for the cost thereof
and shall within 10 days of receipt of an invoice for
any such additional service pay Landlord therefor at
such reasonable rates as Landlord may from time to time
establish.
(b) Tenant shall not, without Landlord's written consent,
install or permit in the Premises, equipment (including
telephone equipment) which generates sufficient heat to
affect the temperature otherwise maintained in the
Premises by the air conditioning system as normally
operated. If the Tenant should do so, Landlord may
install supplementary air conditioning units,
facilities or services in the Premises, or modify its
air conditioning system, as may in Landlord's
reasonable opinion be required to maintain proper
temperature levels, and Tenant shall pay Landlord for
all Outlays within 10 days of receipt of an invoice
therefor.
(c) If Landlord shall from time to time reasonably
determine that the use of electricity or any other
utility or service in the Premises is materially
disproportionate to the use of other tenants. Landlord
may separately charge Tenant for the excess costs
attributable to such disproportionate use and Tenant
shall pay Landlord the amount thereof within 10 days of
receipt of an invoice therefor. Tenant may and, at
Landlord's request, Tenant shall, install and maintain
at Tenant's expense, metering devices for checking the
use of such utility or service in the Premises.
ALTERATION 3.06 Landlord may from time to time:
BY LANDLORD (a) make repairs, replacement, changes or additions to the
structure, systems, facilities and equipment in the
Premises or the Project where necessary to serve the
Premises or the Project;
(b) make changes in or additions to any part of the Project
not in or forming part of the Premises; and
(c) change or alter the location of the Common Areas:
provided that in doing so, Landlord shall not disturb or interfere
with Tenant's use of the Premises and operation of its business
any more than is reasonably necessary in the circumstances and
shall repair any damage to the Premises caused thereby.
ACCESS 3.07 Tenant shall permit Landlord to enter the Premises outside
BY LANDLORD Normal Business Hours, and during Normal Business Hours where such
entry will not unreasonably disturb or interfere with Tenant's use
of the Premises and operation of its business, to examine,
inspect, and show the Premises to persons wishing to lease them,
to provide services or make repairs, replacements, changes or
alterations as set out in this Lease, and to take such steps as
Landlord may deem necessary for the safety, improvement or
preservation of the Premises or the Project. Landlord shall,
whenever possible, consult with or give reasonable notice to
Tenant prior to such entry, and shall use its best efforts to
observe security and safety measures reasonably requested by
Tenant from time to time, but such entry shall not be construed as
an eviction of Tenant, or a breach of the covenant of quiet
enjoyment, and shall not release Tenant from any of its
obligations under this Lease.
NAME OF 3.08 Landlord may determine and specify one or more names,
BUILDING numbers, or like designations, by which the Building or Project
(or any component thereof) shall be known and identified.
Landlord shall have the right after 30 days' notice to Tenant, to
change any such name, number or designation of the Building or
Project, without liability to Tenant.
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ARTICLE 4
MAINTENANCE OF THE PREMISES
CONDITION 4.01 Tenant shall (subject to fair wear and tear, provided
OF PREMISES that nothing herein shall require Landlord to remedy such fair
wear and tear) maintain the Premises and all improvements
therein in good order and condition, including, without
limitation:
(a) repainting and redecorating the Premises and
dry-cleaning drapes and shampooing of carpets at
reasonable intervals as needed; and
(b) making repairs, replacements and alterations as
needed.
FAILURE 4.02 If Tenant fails to perform any obligation under this
TO MAINTAIN Article, then on not less than 10 days' notice to Tenant,
PREMISES (except in the event of an emergency as determined by Landlord,
acting reasonably, in which case entry may be made immediately)
Landlord may enter the Premises and perform or cause performance
of such obligation without liability to Tenant for any loss or
damage to Tenant thereby occasioned, and Tenant shall pay
Landlord for all Outlays plus 20% of such for overhead and
supervision, within 10 days of receipt of an invoice therefor,
and the entry and performance of such obligations by Landlord
shall not be construed as an eviction of Tenant, or a breach of
the covenant of quiet enjoyment, and shall not release Tenant
from any of its obligations under this Lease. Tenant shall not
be entitled to any compensation for any inconvenience, nuisance
or discomfort occasioned by such entry.
ALTERATIONS 4.03 (a) Tenant may from time to time at its own expense
BY TENANT make changes, additions and improvements in the
Premises to better adapt the Premises to its
business, provided that any such change,
addition or improvement shall:
(i) comply with the requirements of any
governmental or quasi-governmental
authority having jurisdiction;
(ii) be made only with the prior written
consent of Landlord;
(iii) be equal or exceed the then current
building standard for the Project as
established by Landlord; and
(iv) be carried out only by persons selected
by Tenant and approved in writing by
Landlord, who shall, if required by
Landlord, deliver to Landlord before
commencement of the work, an authorized
building permit from the applicable
municipality, performance and payment
bonds, and proof of workers'
compensation and public liability and
property damage insurance coverage, with
Landlord named as an additional insured,
with companies and in amounts and with
coverages and in form reasonably
satisfactory to Landlord, and which
shall remain in effect during the entire
period in which the work will be carried
out and for a reasonable period of time
thereafter.
(b) Subject to compliance with such reasonable rules
and regulations as Landlord may make from time
to time, Tenant and its contractors shall have
access to the Building and the Premises for
purposes of undertaking the work approved
pursuant to sub-section (a), provided such work
shall be undertaken and completed with all
reasonable diligence; and such work shall, save
as Landlord acting reasonably may otherwise
require or direct that same be done by
Landlord's contractors at Tenant's expense, be
done by contractors selected by Tenant, provided
that there shall be no conflict caused thereby
with any union or other contract to which
Landlord or its contractor(s) may be a party,
and in the event that Tenant's contractors or
workmen cause such conflict Tenant shall
forthwith remove them from the Project.
(c) It is understood and agreed that Landlord shall
have no responsibility or liability whatsoever
with respect to any such work or attendant
materials left or installed in the Project, and
shall be reimbursed for any Outlays, and for any
delays caused Landlord or its constructor(s)
directly or indirectly as a result thereof.
Tenant shall be solely responsible for the
removal of any and all construction refuse or
debris resulting from such work with such
removal to occur only after Normal Business
Hours.
(d) Any increase in Taxes, fire or casualty
insurance premiums for the Project attributable
to such change, addition or improvement shall be
borne by Tenant. Tenant shall promptly repair
at its own expense any damage to the Premises or
the Project, without limitation including the
property of others, resulting from such changes,
additions or improvements.
BUILDERS' 4.04 Tenant shall pay before delinquency all costs for work
LIENS done or caused to be done by Tenant in the Premises which could
result in any lien or encumbrance on Landlord's interest in the
Project or any part thereof, and shall keep the title to the
Project and every part thereof free and clear of any lien,
certificate of lis pendens or encumbrance in respect of such
work, and shall indemnify and hold harmless Landlord against all
Outlays. Tenant shall immediately notify Landlord of any such
lien, claim of lien or other action of which it has or
reasonably should have knowledge and which affects the title to
the Project or any part thereof, and shall cause the same to be
removed within 15 days (or such additional time as Landlord may
allow in writing), failing which Landlord may take such action
as Landlord deems necessary to remove the same and Tenant shall
pay Landlord for all Outlays within 10 days of receipt of an
invoice therefor.
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SIGNS 4.05 All signs shall be at Tenant's expense and any sign, or
lettering or design of Tenant which is visible from the exterior
of the Premises shall be subject to approval by Landlord, and
shall conform to the uniform pattern of identification or signs
for tenants in the Project as prescribed by Landlord. Tenant
shall not inscribe or affix any sign, lettering or design in the
Premises or Project which is visible from the exterior of the
Project.
TENANT'S 4.06 (a) Tenant may install in the Premises its usual
PROPERTY trade fixtures and personal property in a
proper manner, provided that no such
installation shall interfere with or damage the
mechanical or electrical systems or the
structure of the Building. If Tenant is not
then in default hereunder, Tenant's Property
installed in the Premises by Tenant may be
removed from the Premises.
(i) from time to time in the ordinary course
of Tenant's business or in the course of
reconstruction, renovation, or alteration
of the Premises by Tenant, and
(ii) during a reasonable period prior to the
expiration of the Term, provided that
Tenant shall promptly repair at its own
expense any damage to the Premises or the
Project resulting from such installation
or removal.
(b) For purposes of this Lease the expression
"Tenant's Property" (whether owned or leased by
Tenant and whether or not affixed to the
Premises) shall mean personal property, trade
fixtures and fittings, furniture and
furnishings, supplies, inventories and
merchandise, and equipment and systems from time
to time installed, provided and used by Tenant
in the Premises for the conduct of its business.
LEASEHOLD 4.07 (a) Provided that nothing in this Section shall
IMPROVEMENTS inhibit Tenant's rights pursuant to Section 4.03
to make alterations or pursuant to Section 4.06
to install and replace Tenant's Property, all
Leasehold Improvements in or about the Premises
shall upon the completion thereof, whether by or
at the instance or cost of Landlord or Tenant,
forthwith and without more be and become the
absolute property of Landlord without
compensation therefor, but without Landlord
having or thereby accepting any responsibility
in respect of the maintenance, repair,
replacement or removal thereof (other than
pursuant to Articles 6 and 7 hereof) which shall
be Tenant's responsibility.
(b) For purposes of this Lease the expression
"Leasehold Improvements" shall include, without
limitation, all improvements, installations,
alterations and additions from time to time
made, erected or installed in the Building by or
for or on behalf of Tenant, or any previous or
other occupant of the Premises including,
without limitation, all partitioning, doors and
hardware, mechanical, electrical and utility
installations, light fixtures, floor and window
coverings, decorations, finishes and fixtures,
howsoever affixed and whether movable or
immovable, excepting only Tenant's Property.
ARTICLE 5
TAXES
LANDLORD'S 5.01 Landlord shall (with participation by Tenant by payment
TAXES of Tenant's Proportionate Share of Operating Costs for the
Building) pay Taxes, (except any payable by Tenant) before
delinquency, Landlord may to the fullest extent permitted by law
and provided it diligently prosecutes any contest or appeal of
Taxes, defer payment of Taxes or defer compliance with any
statute, by-law, or regulation in connection with the levying
and payment of Taxes.
ALLOCATION 5.02 If there are not separate assessments of Taxes for the
Premises or Building, Landlord shall allocate Taxes to the
Building and any other of the Project Components covered by or
included in an assessment covering the Land or the Building, on
an equitable basis having regard, without limitation, to the
various uses and values of the subject Project Components, any
separate assessments that may have been rendered by the taxing
authority, and any assessment principles known, or prescribed by
any lawful taxing authority.
TENANT'S 5.03 Tenant shall pay before delinquency every tax,
TAXES assessment, license fee, excise fee and other charge including
Sales Taxes (excluding income tax), however described, which is
imposed, levied, assessed or charged by any governmental or
quasi-governmental authority having jurisdiction and which is
payable in respect of the Term or upon or on account of:
(a) separate assessments of or in respect of the
Premises;
(b) operations at, occupancy of, or conduct of
business in or from the Premises by or with the
knowledge of Tenant;
(c) Tenant's Property or fixtures or personal
property in the Premises which do not belong to
Landlord; and
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(d) the Rent paid or payable by Tenant to Landlord for
the Premises or for the use and occupancy of all or any
part thereof:
provided that if Landlord so elects by notice to Tenant, Tenant
shall add any amounts payable under this Section to the monthly
installments of Annual Rent payable and Landlord shall remit such
amounts to the appropriate authorities.
RIGHT TO 5.04 Tenant shall have the right to contest in good faith the
CONTEST validity or amount of any tax, assessment, license fee, excise fee
or other charge which it is responsible to pay under Section 5.03
or 5.05, provided that no contest by Tenant may involve the
possibility of forfeiture, sale or disturbance of Landlord's
interest in the Premises or Project and that upon the final
determination of any contest by Tenant, Tenant shall immediately
pay and satisfy the amount found to be due, together with any
costs, penalties and interest.
ADDITIONAL 5.05 If by reason of any act or election of Tenant, or any
TAXES subtenant, licensee or occupant of the Premises (except Landlord
after election by Landlord of any right to sublease pursuant to
this Lease), the Project, Building or Premises or any part thereof
shall be assessed an increased rate or assessment, the Tenant shall
pay before delinquency the amount by which the resulting Taxes
exceed those which would otherwise have been payable.
ARTICLE 6
INSURANCE
LANDLORD'S 6.01 (a) During the Term, Landlord shall maintain (with
INSURANCE participation by Tenant by payment of Tenant's
Proportionate Share of Operating Costs for the Building)
insurance on the Project and all property and interests
of Landlord in the Project, including, without
limitation, Leasehold Improvements, but excluding
Tenant's Property with coverage and in amounts and in
respect of risks which are from time to time acceptable
to a prudent owner of a project similar in age, use,
type and location and from time to time insurable at
reasonable premiums, all policies for such insurance
shall waive any right of subrogation against Tenant and
its officers, directors, partners and employees.
Landlord shall review its insurance in consultation with
an independent, professional insurance broker not less
frequently than every three years and may on the
recommendation of such insurance broker effect insurance
subject to reasonable deductibles to be borne by the
insured in the event of a claim arising. Nothing herein
shall preclude Landlord effecting so-called "all risks"
property insurance, or effecting blanket insurance in
respect of the Project and any other properties of which
Landlord is the owner or tenant, or in which Landlord
has an insurable interest. Landlord shall allocate (in
circumstances where the insurer or the insurer's agent
fails to do so) the cost of premiums to the Building and
any other of the Project Components (and such other
properties as may be appropriate), covered by the
insurance policy on an equitable basis having regard,
without limitation, to the various uses and values of
the subject Project Components, and any other properties
so included, and the recommendation of Landlord's
insurance broker.
(b) Provided that:
(i) if in the opinion of Landlord any Leasehold
Improvements do not constitute a finishing of the
Premises in a manner which would have general
utility but are specially or peculiarly adapted for
Tenant's use, or if the insuring of any of the
Leasehold Improvements in the Premises involves, or
would in the opinion of Landlord's insurance broker
involve a premium exceeding that for the insuring
of Leasehold Improvements normal in the Building,
or any special stipulations or conditions of a
policy of insurance are imposed or involved in the
insurance thereof, Landlord may from time to time
elect, by written notice to Tenant, not to insure
or cause to be insured any such Leasehold
improvements, in which event Landlord shall not be
required to insure such Leasehold Improvements.
(ii) If from time to time the insuring of the
Leasehold Improvements in the Premises (other
than those which Landlord may have elected
not to insure or cause to be insured as
aforesaid) requires a premium or an allocated
part of a premium, as established either by
the insurer or by the estimate of Landlord's
insurance broker, which exceeds the average
premium cost per unit of area for insuring
Leasehold Improvements normal to the
Building, Landlord may from time to time
charge the excess premium cost to Tenant and
Tenant shall make prompt payment therefor
upon receipt of invoices from Landlord.
(c) Upon the request of Tenant from time to time Landlord
will furnish a statement as to the perils in respect of
which and the amounts to which the Building and the
Leasehold Improvements in the Premises have been
insured, and Tenant shall be entitled at reasonable
times upon reasonable notice to Landlord to inspect
copies of the relevant portions of all policies of
insurance in effect and a copy of any relevant opinions
of Landlord's insurance broker.
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TENANT'S 6.02 During the Term Tenant shall maintain at its own expense:
INSURANCE
(a) comprehensive general public liability insurance
(including bodily injury, death and property damage)
on an occurrence basis with respect to the business
carried on or in or from the Premises and Tenant's
use and occupancy thereof, which insurance shall
contain a cross liability clause, and include
Landlord as a named insured and shall protect
Landlord in respect of claims by or through Tenant as
if Landlord was separately insured; and shall be for
not less than $2,000,000 inclusive limits for
personal injury or property damage in respect of each
occurrence, or such higher limits as Landlord's
insurance broker may reasonably require from time to
time;
(b) insurance in respect of fire and other perils as are
from time to time defined in the usual endorsement
covering Tenant's Property and such Leasehold
Improvements (if any) as Landlord may have elected
not to insure, which insurance shall include Landlord
as a named insured as its interests may appear with
respect to insured Leasehold Improvements and provide
that any proceeds recoverable in the event of loss to
Leasehold Improvements shall be payable to Landlord
(but Landlord agrees to make available such proceeds
towards the repair or replacement of the insured
property if this Lease is not terminated pursuant to
any other provision hereof);
(c) such other insurance of the Premises, its
appurtenances, and the business conducted as would,
in the opinion of Landlord acting reasonably, be
carried by a prudent operator of premises similar in
use, type, and location.
All such policies of insurance shall provide Landlord with 30
days' prior notice of material amendment or cancellation and to
any additional extent required waive any right of subrogation
against Landlord and its directors, officers and employees.
USE OF 6.03 Tenant agrees that in the event of damage or destruction
PROCEEDS to the Premises covered by insurance required to be taken out by
the Tenant pursuant to Section 6.02 or otherwise, Tenant shall
use the proceeds of such insurance for the purpose of repairing
or restoring such damage or destruction. In the event of damage
to or destruction of the Project or the Building entitling
Landlord to terminate the Lease pursuant to this Lease, then, if
the Premises have been damaged or destroyed, Tenant shall pay to
Landlord all of its insurance proceeds relating to any Leasehold
Improvements in the Premises which Tenant was required to insure
and if the Premises have not been damaged or destroyed, Tenant
shall deliver to Landlord, in accordance with the provisions of
this Lease, all Leasehold Improvements and the Premises.
LANDLORD 6.04 If requested by Landlord, Tenant shall from time to time
MAY PLACE promptly deliver to Landlord evidence that insurance pursuant to
INSURANCE Section 6.02 is in effect. If Tenant fails to take out or to
keep in force any insurance referred to in Section 6.02, or
should any such insurance not be approved by either Landlord or
a mortgagee, and Tenant shall not diligently rectify the
deficiency within 2 business days after notice by Landlord to
Tenant (stating, if Landlord or the mortgagee does not approve
of such insurance, the reasons therefor), Landlord shall have
the right, without assuming any obligation in connection
therewith, to effect such insurance at the sole cost of Tenant
and Tenant shall pay Landlord for all Outlays within 10 days of
receipt of an invoice therefor.
INCREASE IN 6.05 Tenant shall not permit, keep, use, sell or offer for sale
INSURANCE in or upon the Premises or Project any article which may be
PREMIUMS prohibited by any fire insurance policy in force from time to
time covering the Premises or the Project. If (a) the occupancy
of the Premises, (b) the conduct of business in the Premises, or
(c) any acts or omissions of Tenant in the Project or any part
thereof, causes or results in any increase in premiums for the
insurance carried from time to time by Landlord with respect to
the Project, Tenant shall pay Landlord for any such increase
within 10 days of receipt of an invoice for such additional
premiums from Landlord. In determining whether increased
premiums are caused by or result from the use or occupancy of
the Premises, a schedule issued by the organization computing
the insurance rate on the Project showing the various components
of such rate, shall be conclusive evidence of the several items
and charges which make up such rate. The Tenant shall comply
promptly with all requirements of the insurer's advisory
organizations now or hereafter in effect or of the insurers
pertaining to or affecting the Premises or the Project.
CANCELLATION 6.06 If any insurance policy upon the Project or any part
OF INSURANCE thereof shall be cancelled or shall be threatened by the insurer
to be cancelled, or the coverage thereunder reduced in any way
by the insurer by reason of the use or occupancy of or any
article, material or equipment brought upon or stored or
maintained in the Premises or any part thereof by Tenant or by
any assignee or subtenant of Tenant, or by anyone permitted by
Tenant to be upon the Premises, (other than Landlord or an
agent, representative or designate of Landlord), and if Tenant
fails to remedy the condition giving rise to cancellation,
threatened cancellation, or reduction of coverage within 2
business days after notice thereof by Landlord, Landlord may, at
its option, either (a) re-enter and take possession of the
Premises forthwith by leaving upon the Premises a notice in
writing of its intention so to do and thereupon Landlord shall
have the same rights and remedies as are contained in this Lease
for events of default, or (b) enter upon the Premises and remedy
the condition giving rise to such cancellation, threatened
cancellation or reduction, without limitation or restriction
including removal of any offending article, and
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Tenant shall pay Landlord for all Outlays within 10 days of
receipt of an invoice therefor. Landlord shall not be liable
for any damage or injury caused to any property of Tenant or of
others located on the Premises as a result of such entry.
Subject to this Section, any such entry by Landlord shall not
be construed as an eviction of Tenant or a breach of the
covenant of quiet enjoyment and shall not release Tenant from
any of its obligations under this Lease.
ARTICLE 7
DAMAGE BY FIRE
LIMITED 7.01 If all or part of the Premises are rendered untenantable
DAMAGE TO by damage from fire or other casualty which, in the reasonable
PREMISES opinion of the Architect, can be substantially repaired under
applicable laws and governmental regulations within 270 days
from the date of such casualty (employing normal construction
methods without overtime or other premium). Landlord shall
forthwith at its expense repair such damage exclusive of damage
to Tenant's Property.
MAJOR DAMAGE 7.02 If all or part of the Premises are rendered untenantable
TO PREMISES by damage from fire or other casualty whether to the Premises,
the Building, or the Project which, in the reasonable opinion of
the Architect, cannot be substantially repaired under
applicable laws and governmental regulations within 270 days
from the date of such casualty (employing normal construction
methods without overtime or other premium), then either
Landlord or Tenant may elect to terminate this Lease as of the
date of such casualty by notice delivered to the other not more
than 10 working days after receipt of the Architect's opinion,
failing which, Landlord shall forthwith at its expense, repair
such damage other than damage to Tenant's Property.
ABATEMENT 7.03 The Rent payable by Tenant hereunder shall be
proportionately reduced to the extent that the Premises are
untenantable by Tenant for its business, from the date of such
casualty until the earlier of:
(a) 5 days after completion by Landlord of the repairs
to the Premises (or part thereof rendered
untenantable) or the end of such extended period
as in the opinion of the Architect, Tenant, acting
delingently and expeditiously, would reasonably
require to repair other improvements which Tenant
may have installed (to the extent same may have
been damaged) or,
(b) Tenant again uses the Premises (or part thereof
rendered untenantable) in its business:
provided however that Rent payable by Tenant hereunder shall not
be reduced if the damage is caused by any act or omission of
Tenant, its agents, servants, employees or any other person
entering upon the Premises under express or implied invitation
of Tenant.
MAJOR DAMAGE 7.04 If all or a part (whether or not including the Premises
TO BUILDING of the Building or the Project is rendered untenantable
by damage from fire or other casualty to such a material or
substantial extent that, in the opinion of Landlord, the
Building should be totally or partially demolished, whether or
not to be reconstructed in whole or in part, Landlord may elect
to terminate this Lease as of the date of such casualty (or in
the date of notice if the Premises are unaffected by such
casualty) by notice delivered to Tenant not more than 60 days
after the date of such casualty, and thereupon Tenant shall have
60 days within which to vacate the Premises.
RECONSTRUCTION 7.05 If all or any part of the Premises are at any time
BY LANDLORD rendered untenantable as set out in this Article, and
neither Landlord or Tenant elect to terminate this Lease in
accordance with the rights granted herein, Landlord shall,
following such destruction or damage, commence diligently to
reconstruct, rebuild or repair that part of the Project or the
Premises or the Building which was damaged or destroyed, but
only to the extent required above, if Landlord elects to repair,
reconstruct or rebuilt. Landlord may repair, reconstruct or
rebuild according to plans and specifications and working
drawings other than those used in the original construction of
the Project. Any such repair, reconstruction or rebuilding
shall comply with applicable regulations and building codes in
force at such time. The Premises as repaired or re-built, will
have reasonably similar facilities and services to those in the
Premises prior to the damage or destruction having regard,
however, to the age of the Project at such time.
ARCHITECT'S 7.06 Whenever for any purpose of this Article an opinion or
CERTIFICATE certificate of the Article is required, the same shall be given
in writing to both Landlord and Tenant, Landlord covenants
that it shall request such opinion or certificate promptly
following the event which gives need for same and shall cause
the Architect to act diligently and expeditiously. The
certificate of the Architect shall bind the parties:
(a) whether or not the Premises are untenantable and
the extent of such untenantability; and
(b) the time required for and the date upon which the
Landlord's work or Tenant's work of reconstruction
or repair is commenced or completed or
substantially completed and the date when the
Premises are rendered tenantable.
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LIMITATION OF 7.07 Except as specifically provided in this Article, there
LANDLORD'S shall be no reduction or abatement of Rent and Landlord shall
LIABILITY have no liability to Tenant by reason of any injury to or
interference with Tenant's business or property arising from
fire or other casualty, howsoever caused, or from the making of
any repairs resulting therefrom in or to any portion of the
Building, Project, or Premises.
INSURANCE 7.08 Upon the occurrence of any loss which by this Lease the
DEDUCTIBLE Landlord is required to insure against, the Tenant shall pay to
the Landlord the Tenant's Proportionate Share of all applicable
deductibles under such policies of insurance.
ARTICLE 8
INJURY TO PERSON OR PROPERTY
INDEMNITY OF 8.01 (a) Tenant agrees that Landlord shall not be liable
LANDLORD for any bodily injury or death of, or loss or
damage to any property belonging to, Tenant or
its employees, contractors, invitees or
licensees or any other person in, on or about
the Project unless resulting from the actual
fault, privity or negligence of Landlord, but in
no event shall Landlord be liable:
(i) for any damage caused or occasioned
through smoke or water, or by steam,
gas, rain or snow which may leak into,
issue or flow from any part of the
Project or from the pipes or plumbing
works, without limitation including the
sprinkler system, therein or from any
other place or quarter or for any damage
caused by or attributable to the
condition or arrangement of any electric
or other wiring or of sprinkler heads or
for any damage caused by anything done
or omitted by any other tenant;
(ii) without limitation for any act or
omission (including theft, malfeasance
or negligence) on the part of any agent,
contractor or person from time to time
employed by it to perform janitor
services, security services, delivery
services, supervision or any other work
in or about the Premises or the Project;
or
(iii) for loss or damage, however caused, to
money, securities, negotiable
instruments, books, files, papers or
other valuables of Tenant.
(b) Tenant shall indemnify and save harmless
Landlord in respect of:
(i) all claims for bodily injury or death,
property damage or other loss or damage
arising from the conduct of any work by
or any act or omission of Tenant or any
assignee, subtenant, agent, employee,
contractor, invitee or licensee of
Tenant, and in respect of all costs,
expenses and liabilities incurred by
Landlord in connection with or arising
out of all such claims, without
limitation including the expenses of any
action or proceeding pertaining thereto;
(ii) any loss, cost expense or damage
suffered or incurred by Landlord arising
from any breach by Tenant of any of its
obligations under this Lease; and
(iii) all costs, expenses and Outlays that may
be incurred or paid by Landlord in
enforcing against Tenant the covenants,
agreements and representations of the
Tenant set out in the Lease.
ARTICLE 9
ASSIGNMENT AND SUBLETTING BY TENANT
CONDITIONS 9.01 (a) Except as specifically provided in this Article,
Tenant shall not assign or transfer this Lease
or any interest therein, or in any way part with
possession of all or any part of the Premises,
or permit all or any part of the Premises to be
used or occupied by any other person. Any
assignment, transfer, or subletting or purported
assignment, transfer, or subletting except as
specifically provided herein shall be null and
void and of no force and effect and shall render
null and void as at and from the time thereof
any options or rights to renew this Lease, any
options or rights to additional space and any
options or rights to parking space.
(b) If and whenever Tenant shall wish or purport or
propose to assign this Lease, or sublet all or
part of the Premises, Tenant shall furnish
Landlord all such information, particulars and
documents as Landlord may reasonably require.
(c) Landlord may withhold its consent to an
assignment of this Lease or a sublease of all or
part of the Premises by Tenant to any tenant in
a building which is owned or managed by Landlord
or any affiliate of Landlord; or
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to an assignee, subtenant, occupier, or other person
whatsoever, inconsistent, in the opinion of Landlord,
with the character of the Building, the Project, or
its other tenants; or if Section 9.04 has not been
complied with; or to any assignee or subtenant which
does not propose to occupy and use the Premises for
the conduct therein of its own business.
(d) The rights and interests of Tenant under this Lease
shall not be assignable by operation of law without
Landlord's written consent, which consent may be
withheld in Landlord's discretion.
(e) No assignment, transfer, or subletting (or use or
occupation of the Premises by any other person)
whether or not permitted under this Article shall in
any way release or relieve Tenant of its obligations
under this Lease unless such release or relief is
specifically granted by Landlord to Tenant in writing.
(f) Landlord's consent to an assignment, transfer, or
subletting (or use or occupation of the Premises by
any other person) shall not be deemed to be a
precedent or a consent to any subsequent assignment,
transfer, subletting, use, or occupation.
(g) Landlord's expenses and Outlays incurred in the
consideration of any assignment or subletting, or any
request therefor, and any documentation attendant on
any consent of Landlord, shall be borne by Tenant.
ASSIGNMENT 9.02 Tenant may not assign this Lease or in any manner
transfer or convey all or any part of its interest in this
Lease or the Premises without the prior written consent of
Landlord, which shall not be unreasonably withheld if the same
is:
(a) to an assignee who is a purchaser of all of the
business of Tenant that is conducted in the Premises,
a parent, or wholly owned subsidiary company of
Tenant, a company which results from the
reconstruction, consolidation, amalgamation or merger
of Tenant, or a partnership in which Tenant (or not
less than one-half of the principals thereof) has a
substantial interest, if such assignee shall covenant
with Landlord to observe and perform and comply with
each and every covenant, term and condition in this
Lease imposed on Tenant, or undertaken, made, or
assumed by Tenant; or
(b) to any other assignee if Section 9.04 has been
complied with, and Landlord has not exercised its
rights thereunder.
SUBLETTING 9.03 Tenant, with Landlord's prior written consent and
subject to Section 9.01 and Section 9.04, may sublet all or
any part of the Premises to a sublessee who will not be
inconsistent with the character of the Building, the Project,
and its other tenants.
FIRST OFFER TO 9.03 If Tenant wishes to assign this Lease (except as set
LANDLORD out in Sub-section (a) of Section 9.02) or sublet all or any
part of the Premises, Tenant shall first offer in writing to
assign or sublet (as the case may be) to Landlord for the
same period and upon the same conditions except that the last
day of the Term shall be excluded, that Landlord shall pay no
consideration for the assignment or sublease, and that every
assignment or sublease to Landlord shall be without profit to
Tenant, and the Rent payable by Landlord shall be the Rent
payable hereunder apportioned pro tanto to the portion(s) of
the Premises affected plus only a reasonable allowance in
respect of improvements and equipment in such portion(s) as
agreed between the parties or failing agreement determined
by arbitration pursuant to applicable law. Notwithstanding
the foregoing Tenant may, in respect of expansion space
taken by Tenant to accommodate future requirements of the
Tenant, sublet space, not exceeding in aggregate 30% of the
area of the Premises, without first offering such expansion
space to Landlord if the rent payable by the subtenant shall
not be less than the rate then being asked by Landlord for
space in the Building, and the term of the subtenancy shall
not be more than 3 years.
CORPORATE 9.05 If and while the Tenant is a corporation whose shares
CONTROL are not listed on any recognized stock exchange or which has
less than 25 shareholders, in the event at any time during the
Term it is proposed that any part or all of the shares or the
voting rights of shareholders be transferred by any means
whatsoever, or treasury shares be issued, or any such transfer
or issue shall occur, so as to result in a change of the
control of said corporation, such a transfer or issuance shall
be deemed to be an assignment of this Lease and all of the
provisions of this Article and all of the provisions of the
Lease relating to assignment, default and termination shall
apply mutatis mutandis. Tenant shall make available to
Landlord, or its lawful representatives, all corporate books
and records of Tenant for inspection at all reasonable times in
order to ascertain whether there has been any change in the
control of Tenant.
RELOCATION 9.06 Landlord shall have the right at any time and from time
to time during the Term to change the location of the Premises
and to move Tenant to other similar space in the Building of
equivalent or better area and finish, provided that all costs
of the move shall be borne by Landlords; the Rent for such
alternative space shall be no greater than the Rent payable for
the Premises hereunder; and the provisions of this Lease shall,
except where clearly inappropriate, continue in all respects
save only that such alternative space shall be substituted as
the Premises hereunder.
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ARTICLE 10
SALE AND MORTGAGE BY LANDLORD
Transfers 10.01 (a) Subject to the rights of Tenant under this Lease,
by Landlord nothing in this Lease shall restrict the right of
Landlord to sell, convey, assign or otherwise deal
with all or a part of the Land, Building, or the
Project.
(b) A sale, conveyance, or assignment of the Land,
Building, or the Project shall, to the extent they are
assumed by the transferee or assignee, operate to
release Landlord of liability from and after the
effective date thereof upon all of the covenants,
terms, and conditions of this Lease express or
implied, except as such may relate to the period prior
to such effective date, and Tenant shall to the extent
aforesaid, thereafter look solely to Landlord's
successor in interest in and to this Lease. This Lease
shall not be affected by any such sale, conveyance, or
assignment, and Tenant shall attorn to Landlord's
successor in interest thereunder.
Subordination 10.02 (a) This Lease and all the rights of Tenant hereunder are
and Attornment subject and subordinate to all mortgages and deeds of
trust and all instruments similar or supplemental
thereto creating a charge or encumbrance and now or
hereafter existing on or which now or hereafter may
affect the Project or the Building, and to all
renewals, modifications, consolidations, replacements
and extensions thereof and to every charge or lien
resulting or arising therefrom and to every advance
made or to be made thereunder (collectively referred
to herein as a "Mortgage") and Tenant, whenever
requested by Landlord or any mortgagee, or any
trustee under a deed of trust or mortgage or any
holder of a charge of encumbrance or any purchaser,
their successors or assigns (collectively referred
to herein as a "Mortgagee"), shall acknowledge the
same and attorn to the Mortgagee as a tenant upon all
the terms of this Lease and give further assurances
as may be necessary.
(b) Such subordination of this Lease and the obligation
on the part of the Tenant to acknowledge and attorn as
aforesaid, shall be conditional upon the Mortgagee
acknowledging by agreement or otherwise, in form
binding on the Mortgagee, that so long as no default
exists nor any event has occurred which has continued
to exist for such period of time (after notice, if
any, required by the Lease) as would entitle Landlord
to terminate the Lease, or would cause, without
further action of Landlord, the termination of the
Lease or would entitle Landlord to dispossess Tenant
thereunder, the Lease shall not be terminated nor
shall Tenant's use, possession, or enjoyment of the
Premises be interfered with, nor shall the leasehold
estate granted by the Lease be affected in any manner
in any foreclosure or any action or proceeding
instituted under or in connection with the Mortgage,
or at law, and this Lease shall remain effective as
against the Mortgagee who shall be bound by the terms
of this Lease.
(c) Upon attornment, this Lease shall continue in full
force and effect as a direct lease between Mortgagee
and Tenant, upon all of the same covenants, terms, and
conditions as set forth in this Lease except that,
after such attornment, Mortgagee shall not be:
(i) liable for any act or omission of any prior
landlord; or
(ii) subject to any offsets or defenses which
Tenant might have against any prior landlord;
or
(iii) bound by any prepayment by Tenant of more than
one month's installment of Rent, or by any
previous modification of this Lease, unless
such prepayment or modification shall have been
approved in writing by Mortgagee, or such
prepayment shall have been made pursuant to the
provisions of this Lease.
Execution of 10.03 Tenant shall, upon request, execute and deliver any and
Instruments all instruments further evidencing such subordination and
(where applicable hereunder) such attornment notwithstanding
any previous subordination, postponement of attornment that may
have been given.
Status 10.04 Each of Landlord and Tenant shall at any time and from
Statement time to time, at the expense of the party requesting the
statement, forthwith after 20 days notice from the other,
executes, acknowledge, and deliver a written statement which
may be relied upon by a prospective transferee or encumbrancee
of all or any part of the Project, or the leasehold estate
created hereby, certifying:
(a) that this Lease is in full force and effect, subject
only to such modifications (if any) as may be set out
in such statement:
(b) whether Tenant is in possession of the Premises and
paying Rent as provided in this Lease:
(c) the dates (if any) as to which Rent is paid: and
(d) there are not, to such party's knowledge, any uncured
defaults on the part of the other party hereunder, or
specifying such defaults if any are claimed.
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ARTICLE II
EXPROPRIATION
DEFINITIONS 11.01 In this Article,
(a) "Expropriation" means the taking of property for any
public or quasi-public use under any statute or by
any right of expropriation or condemnation or
purchased under threat of such taking.
(b) "Expropriation Date" means the date on which the
pertinent authority takes possession of property
which has been Expropriated.
TOTAL TAKING 11.02 If during the Term, all of the Building or the Project
OF PREMISES shall be Expropriated, this Lease shall automatically terminate
on the Expropriation Date.
PARTIAL TAKING 11.03 If any portion of the Premises (but less than the whole
OF PREMISES thereof) is Expropriated, and no rights of termination herein
conferred are timely exercised, the Term shall terminate with
respect to the portion so taken on the Expropriation Date. In
such event, the Rent payable hereunder with respect to such
portion so taken shall xxxxx and the Rent thereafter payable
with respect to the remainder not so taken shall be adjusted pro
rata by Landlord in order to account for the resulting reduction
in the area of the Premises from the Expropriation Date.
PARTIAL TAKING 11.04 If during the Term, part of the Building or the Project
OF PROJECT is Expropriated, then:
(a) If in the reasonable opinion of Landlord substantial
alteration or reconstruction of the Building is
necessary or desirable as a result thereof, whether
or not the Premises are or may be affected, Landlord
shall have the right to terminate this Lease by
giving the Tenant 30 days' notice of such
termination; and
(b) if any of the area of the Premises is Expropriated
Landlord and Tenant shall each have the right to
terminate this Lease by giving the other 30 days'
notice thereof; and
(c) if either party exercises its right of termination
hereunder, this Lease shall terminate on the date
stated in the notice, provided, however, that no
termination pursuant to notice hereunder may occur
later than 90 days after the Expropriation Date.
SURRENDER 11.05 On any such Expropriation Date under this Article, Tenant
shall immediately surrender to Landlord the Premises or portion
thereof as the case may be and all interest therein under this
Lease. Landlord may re-enter and take possession of the
Premises or such portion thereof and remove Tenant therefrom,
and the Rent shall xxxxx on the date of termination, except that
if the Expropriation Date differs from the date of termination,
Rent shall xxxxx on the former date in respect of the portion
taken. After such termination, and on notice from Landlord
stating the Rent then owing (if any), Tenant shall forthwith pay
Landlord such Rent.
AWARDS 11.06 If the Project or any part thereof is Expropriated,
Landlord shall be entitled to receive and retain the entire
award or consideration for the affected lands and improvements,
and Tenant shall not have, nor advance any claim against
Landlord for the value of its property or its leasehold estate
or the unexpired Term, or for costs of removal or relocation, or
business interruption expense or any other damages arising out
of such taking or purchase, but nothing herein shall give
Landlord any interest in or preclude Tenant from seeking and
recovering on its own account from the pertinent authority any
award or compensation attributable to the taking or purchase of
Tenant's Property, chattels or trade fixtures, or the removal or
relocation of its business and effects, or the interruption of
its business. If any award made or compensation paid to either
party specifically includes an award or amount for the other,
the party first receiving the same shall promptly account
therefor to the other.
ARTICLE 12
RULES AND REGULATIONS
GENERAL 12.01 Subject to Section 12.04, Landlord may from time to time
PURPOSE modify by amendment, deletion, addition, recission or
replacement, rules and regulations for the safety, use, care,
and cleanliness of the Project, the comfort and convenience of
tenants and other persons in the Project, the preservation of
good order and efficient management, and the control of Common
Areas, Delivery Facilities, Parking Facilities, Retail
Concourse, any Project Component, construction activities,
movement in and out of the Project, delivery and shipping, and
other services and functions.
LOADING 12.02 (a) Landlord may from time to time pursuant to this
AND DELIVERY Article make and modify regulations for the orderly
and efficient operation of the Delivery Facilities,
and may require the payment of reasonable charges
for storage and for delivery services provided by
Landlord.
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(b) The delivery and shipping of merchandise,
supplies, fixtures, and other materials or goods
of whatsoever nature to or from the Premises and
all loading, unloading and handling thereof shall
in any event be done only at such times, in such
areas, by such means, and through such elevators,
entrances, malls and corridors, as are designated
by Landlord.
(c) Landlord accepts no liability and is hereby
relieved and released by Tenant in respect of the
operation of the Delivery Facilities, or the
adequacy thereof, or of the acts or omissions of
any person or persons engaged in the operation
thereof, or in the acceptance, holding, handling,
delivery or dispatch of any goods for or on behalf
of Tenant, or for any claim of Tenant by reason of
damage, loss, theft, or acceptance, holding,
handling, delivery or dispatch, or failure of any
acceptance, holding, handling or dispatch, or any
error, negligence or delay therein.
CONSTRUCTION 12.03 Landlord may from time to time pursuant to this Article
PROCEDURES make and modify regulations for the orderly, efficient and
expeditious conduct of alterations pursuant to Section 4.03 and
other construction work. Without limiting the generality of
the foregoing, such regulations may prescribe reasonable
provisions for:
(a) submission, examination and approval of drawings,
plans and specifications and standards to be
observed;
(b) supervision and co-ordination of such work with
any work of Landlord and other work proceeding
and avoidance of undue noise and vibration;
(c) protection of property, preservation of
warranties, compliance with pertinent by-laws and
codes, and procuring of permits;
(d) deliveries, access, hours of work, material and
equipment hoisting and storage, use of power,
heating, and washroom facilities, clean-up and
screening; and
(e) customary insurance and charges relating to above.
REPUGNANCY 12.04 Provided that rules and regulations aforesaid shall:
(a) not conflict with and negate the terms of this
Lease;
(b) be reasonable and conform to good standards of
property management;
(c) have general application to the Project other than
tenants whose use is different to that of Tenant;
(d) not impose charges, fees or costs which are not
customary or competitive;
(e) be effective only upon delivery of a copy thereof
to Tenant at the Premises.
OBSERVANCE 12.05 Tenant shall at all times comply with, and shall cause
its employees, agents, contractors, licensees and invitees to
comply with the rules and regulations from time to time in
effect.
NON- 12.06 Landlord shall use reasonable efforts (but shall not be
COMPLIANCE required to institute legal proceedings) to secure compliance
by all tenants and other persons with the rules and regulations
from time to time in effect, but shall not be responsible to
Tenant for failure of any person to comply with such rules and
regulations.
ARTICLE 13
COMMUNICATION
NOTICES 13.01 Any notice from one party to the other shall be in
writing and shall be deemed duly served if delivered to a
responsible employee of the party being served, or dispatched
by telegraph, telex, telecopier or like electronic means
(provided dispatch, receipt and content thereof can be
established and evidenced) or if mailed by registered or
certified mail addressed to Tenant at the Premises (or if
Tenant has departed from, vacated or abandoned the Premises by
attaching a copy to the main door thereof) or to Landlord at
the place from time to time established for the payment of Rent.
Any notice shall be deemed to have been given at the time of
delivery or, if mailed, 7 days after the date of mailing
thereof, except in case of disruption of postal service in which
case mail service shall not be used. Either party shall have
the right to designate by notice, in the manner established in
this Section, a change of address or one additional address to
which copies of notices are to be mailed. For purpose of this
Section, the expression "Notice" shall, without limitation,
include any request, response, statement, or other communication
to be given by one party to the other.
AUTHORITY 13.02 Landlord may act in any matter provided for herein by
FOR ACTION its property manager. Tenant may (and, if required by Landlord,
shall) designate in writing one or more persons to act on its
behalf in any matter relating to this Lease and may from time
to time change, by notice to Landlord, such designation. In the
absence of any such designation, the person with whom the
Landlord's property manager customarily deals shall be deemed to
be authorized to so act on behalf of Tenant.
WITHHOLDING 13.03 A party's sole remedy if the other unreasonably
OF CONSENT withholds or delays any consent or approval required by the
provisions hereof shall be an action for specific performance,
and the other party shall not be liable for damages.
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ARTICLE 14
DEFAULT
FORCE 14.01 Notwithstanding anything to the contrary contained
MAJEURE in this Lease, if either party hereto is bona fide
delayed or hindered in or prevented from the performance of any
term, covenant or act required hereunder by reason of strikes,
labour troubles, inability to procure materials or services,
power failure, restrictive government laws or regulations,
riots, insurrection, sabotage, rebellion, war, act of God, or
other reasons whether of a like nature or not, which is not the
fault of the party delayed in performing work or doing acts
required under the terms of this Lease, nor due to that party's
failure or inability to make payment, then performance of such
term, covenant, or act, is excused for the period of the
delay, and the party so delayed shall be entitled to perform
such term, covenant or act within the appropriate time period
after the expiration of the period of such delay. The
provisions of this Article shall not operate to excuse Tenant
from the prompt payment of Rent, or any other payments required
of this Lease.
EVENTS OF 14.02 If and whenever:
DEFAULT
(a) part or all of the Rent hereby reserved is not
paid when due, and such default continues
(inclusive of and not in addition to any period
or days of grace by law or custom prescribed or
allowed) for 7 days after notice thereof; or
(b) the Term, or any goods, chattels, or equipment
of Tenant on the Premises are taken or exigible
in execution or in attachment, or if a writ of
execution is issued against any thereof; or
(c) Tenant becomes insolvent or commits an act of
bankruptcy, or becomes bankrupt, or takes the
benefit of any statute that may be in force for
bankrupt or insolvent debtors, or becomes
involved in voluntary or involuntary winding-up
proceedings, or if a receiver shall be appointed
for any business, property, affairs, or revenues
of Tenant; or
(d) Tenant makes a bulk sale of its goods, or moves
or commences, attempts, or threatens to move
its goods, chattels, inventories or equipment
out of the Premises (other than in the normal
course of its business), or ceases to conduct
business from the Premises; or
(e) Tenant shall or shall purport or attempt to
assign this Lease or sublet all or part of the
Premises in contravention of Article 9, or
without the prior consent of Landlord, the
Premises shall be used or occupied by any
persons other than Tenant or its permitted
assigns or subtenants, or for any use other
than that for which they are leased, or if the
Premises shall be vacated or abandoned, or
remain unoccupied for 15 days or more while
capable of being occupied; or
(f) Tenant fails to observe, perform and keep each
and every of the covenants, terms and
conditions herein contained or otherwise to be
observed, performed and kept by Tenant (other
than payment of Rent) and persists in such
failure after 10 days' notice by Landlord
requiring that Tenant remedy, correct, desist or
comply (or if any such breach would reasonably
require more than 10 days to rectify, unless
Tenant commences rectification within the 10
days' notice period and thereafter promptly and
effectively and continuously proceeds with the
rectification of the breach);
then, and in any of such cases, at the option of Landlord, the
full amount of the current month's and the next ensuing three
months' installments of Annual Rent shall immediately become due
and payable and Landlord may immediately distrain for the same,
together with any arrears then unpaid, and Landlord may, without
notice or any form of legal process, forthwith re-enter upon and
take possession of the Premises or any part thereof in the name
of the whole and remove and sell Tenant's goods, chattels, and
equipment therefrom, any rule of law or equity to the contrary
notwithstanding, and Landlord may seize and sell such goods,
chattels and equipment of Tenant as are in the Premises or have
been removed therefrom and may apply the proceeds thereof to all
Rent to which Landlord is then entitled under this Lease. Any
such sale may be effected in the discretion of the Landlord by
public auction or otherwise, and either in bulk or by individual
item, or partly by one means and partly by another, all as
Landlord in its entire discretion may decide. If any of the
Tenant's Property is disposed of as provided in this Article 10
days' prior notice to Tenant of disposition shall be deemed to
be commercially reasonable.
INTEREST AND 14.03 Tenant shall pay to Landlord interest calculated and
COSTS payable at a rate equal to the lesser of the prime commercial
lending rate of the chartered bank with which Landlord conducts
its banking for the Project from time to time plus five per cent
per annum on a per diem basis, or the maximum rate permitted by
applicable law, upon all Rent required to be paid hereunder from
the due date for payment thereof until the same, including this
interest, is fully paid and satisfied. Tenant shall indemnify
Landlord against and shall pay on demand all Outlays incurred in
enforcing payment thereof, and in obtaining possession of the
Premises after default of Tenant or upon expiration or earlier
termination of the Term, or in enforcing any covenant, term or
condition herein contained.
LANDLORD'S 14.04 All covenants, terms and conditions to be performed by
RIGHT TO Tenant under any of the provisions of this Lease shall be
PERFORM performed by Tenant, at Tenant's sole cost and expense, and
COVENANTS without any abatement of Rent. If Tenant shall fail to perform
any act on its part to be performed hereunder, and such failure
shall continue for 10 days after notice thereof from Landlord
(or immediately in the case of an emergency of which Tenant has
knowledge). Landlord may (but shall not be obligated so
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to do) perform such act without waiving or releasing Tenant
from any of its obligations relative thereto. Tenant shall pay
Landlord on demand for all Outlays, together with interest
thereon at the rate set out in this Article from the date each
such payment was made or each such cost was incurred by
Landlord, until paid in full.
WAIVER OF 14.05 Notwithstanding anything contained in any statute now
EXEMPTION AND or hereafter in force limiting or abrogating the right of
REDEMPTION distress, none of Tenant's goods, chattels or equipment on the
Premises at any time during the continuance of the Term shall
be exempt from levy by distress for Rent in arrears, and upon
any claim being made for such exemption by Tenant or in a
distress made by Landlord, this Article may be pleaded as an
estoppel against Tenant in any action brought to test the right
to the levying upon any such goods, chattels or equipment as
are named as exempted in any such statute. Tenant hereby
waiving all and every benefit that could or might have accrued
to Tenant under and by virtue of any such statute but for this
Lease. Landlord may seize Tenant's goods, chattels or equipment
at any place to which Tenant or any other person may have
removed them from the Premises in the same manner as if such
goods, chattels or equipment had remained in the Premises.
Tenant hereby expressly waives any and all rights of redemption
being granted by or under any present or future laws in the
event of Tenant being evicted or dipossessed for any cause, or
in the event of Landlord obtaining possession of the Premises by
reason of the violation by Tenant of any of the covenants, terms
or conditions of this Lease or otherwise.
TERMINATION 14.06 If and whenever Landlord is entitled to or does
re-enter, Landlord may terminate this Lease by giving notice
thereof, and in such event Tenant shall forthwith vacate and
surrender the Premises.
PAYMENTS 14.07 If the Landlord shall re-enter or if this Lease shall
be terminated as a result of a breach of this Lease by the
Tenant. Tenant shall pay to Landlord on demand:
(a) Rent up to the time of re-entry or termination,
whichever shall be the later, plus accelerated
Annual Rent as in Section 14.02 provided; and
(b) as damages for the loss of income of Landlord
expected to be derived from the Premises;
(i) the amounts (if any) which the Rent
which would have been payable under this
Lease exceeds the payments (if any)
received by Landlord from other tenants
in the Premises, payable on the first
day of each month during the period
which would have constituted the
unexpired portion of the Term had it
not been terminated; or
(ii) if elected by Landlord by notice to
Tenant at or after re-entry or
termination, a lump sum amount equal to
the Rent which would have been payable
under this Lease from the date of such
election during the period which would
have constituted the unexpired portion
of the Term had it not been terminated,
reduced by the rental value of the
Premises for the same period,
established by reference to the terms
and conditions upon which Landlord
re-lets them if such re-letting is
accomplished within a reasonable period
after termination, and otherwise
established by reference to all market
and other relevant circumstances, such
Rent and rental value being reduced to
present worth at an assumed interest of
10% per annum on the basis of
Landlord's estimates and assumptions of
fact which shall govern unless shown to
be erroneous.
REMEDIES 14.08 No reference to nor exercise of any specific right or
CUMULATIVE remedy by Landlord shall preclude Landlord from exercising or
invoking any remedy without limitation including any rights to
require specific performance, to obtain an injunction, and to
recover damages, whether allowed at law or in equity or
expressly provided for herein. No such remedy shall be
exclusive or dependent upon any other remedy, but Landlord may
from time to time exercise any one or more of remedies
independently or in combination.
ARTICLE 15
SURRENDER AND TERMINATION
SURRENDER OF 15.01 Upon the expiration or earlier termination of the
POSSESSION Lease, Tenant shall immediately quit and surrender possession
of the Premises in substantially the condition in which Tenant
is required to maintain the Premises excepting only reasonable
wear and tear, and damage covered by Landlord's insurance. Upon
such surrender, all right, title and interest of Tenant in the
Premises shall cease.
TENANT'S 15.02 Subject to Tenant's rights under Section 4.06, after
PROPERTY, the expiration or earlier termination of the Lease, all of
PERSONAL Tenant's Property, personal property and improvements remaining
PROPERTY AND in the Premises shall be deemed conclusively to have been
IMPROVEMENTS abandoned by Tenant and may be appropriated, sold, destroyed or
otherwise disposed of by Landlord without notice or obligation
to compensate Tenant or to account therefor, and Tenant shall
pay Landlord for all Outlays within 10 days of receipt of an
invoice therefor. Landlord may at its option, require Tenant to
remove all or part of the Leasehold
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Improvements, made or installed in the Premises, by Tenant.
MERGER 15.03 The voluntary or other surrender of this Lease by
Tenant or the sublease of space by Tenant to Landlord or the
cancellation of this Lease by mutual agreement of Tenant and
Landlord shall not operate as a merger, but shall, at Landlord's
option, terminate all or any subleases and subtenancies or
operate as an assignment to Landlord of all or any subleases or
subtenancies. Landlord's options hereunder shall be exercised
by notice to Tenant and all known subtenants in the Premises or
any part thereof.
PAYMENTS AFTER 15.04 No payments of money by Tenant to Landlord after the
EXPIRATION OR expiration or earlier termination of the Lease or after the
TERMINATION giving of any notice (other than a demand for payment of
money) by Landlord to Tenant, shall reinstate, continue or
extend the Term or make ineffective any notice given to Tenant
prior to the payment of such money. After the service of notice
or the commencement of a suit, or after final judgement granting
Landlord possession of the Premises, Landlord may receive and
collect any sums of Rent due, and the payment thereof shall not
make ineffective any notice, or in any manner affect any pending
suit or any judgement theretofore obtained.
HOLDING OVER 15.05 (a) If Tenant remains in possession of the Premises
after the expiration or earlier termination of the
Lease, a tenancy from year-to-year shall not be
created, and Tenant shall be deemed to be
occupying the Premises on a month-to-month tenancy
only, at a monthly rental equal to the Rent, which
is payable or accrues hereunder on an installment
or monthly or periodic basis, but nothing
contained in this Article shall be construed to
limit or impair any of Landlord's rights of
re-entry or eviction or constitute a waiver
thereof.
(b) Any such month-to-month tenancy may be terminated
by Landlord or Tenant on the last day of any
calendar month by delivery of 30 days' advance
notice of termination to the other.
(c) Any such month-to-month tenancy shall be subject
to all other terms and conditions of this Lease
except any right of extension or renewal; except
any right of Tenant to require, after the
expiration or earlier termination of the Lease,
any reconciliation, adjustment or repayment of
amounts paid or payable on an estimated or
contingent basis, which amounts, or any thereof,
may, at the option of Landlord, be deemed final
payments or accruals in respect of the month for
which they are paid or due; and except that
Landlord, at its option, may resort to Section
2.01(b) as if the date of expiration or earlier
termination and the first day of every month
thereafter was a date set for review.
ARTICLE 16
AMENDMENT AND WAIVER
AMENDMENT OR 16.01 No amendment, modification, or supplement to this
MODIFICATION Lease shall be valid or binding unless set out in writing and
executed by the parties hereto in the same manner as the
execution of this Lease.
NO IMPLIED 16.02 No provision of this Lease shall be deemed to have been
SURRENDER waived by a party unless such waiver is in writing signed by
OR WAIVER that party. A party's waiver of a breach of any term or
condition of this Lease shall not prevent a subsequent act or
omission which would have originally constituted a breach, from
having all the force and effect of any original breach.
Landlord's receipt of Rent with knowledge of a breach by Tenant
of any term or condition of this Lease shall not be deemed a
waiver of such breach. Landlord's failure to enforce against
Tenant or any other tenant any rule or regulation made under
Article 12 shall not be deemed a waiver of such rule and
regulation. No act or thing done by Landlord, its agents or
employees during the Term, without limitation including
inspection, repair, re-entry, or sale or leasing (or attempts
thereat) of all or any part of the Premises shall be deemed a
constructive termination of this Lease or an acceptance of a
surrender of the Premises, or an eviction of Tenant or a breach
of the covenant of quiet enjoyment and no agreement to accept a
surrender of the Premises shall be valid, unless in writing
signed by Landlord. The delivery of keys to any of Landlord's
agents or employees shall not operate as a termination of this
Lease or a surrender of the Premises. No payment by Tenant, or
receipt by Landlord, of a lesser amount than the Rent due
hereunder shall be deemed to be other than on account of the
earliest stipulated Rent, nor shall any endorsement or statement
on any cheque or any communication accompanying any cheque, or
payment of Rent, be deemed an accord and satisfaction, and
Landlord may accept such cheque or payment without prejudice to
Landlord's right to recover the balance of such Rent or pursue
any other remedy available to Landlord. The acceptance by
Landlord of Rent or any installment or proportion of Rent from
any person other than Tenant shall not be construed as a
recognition or acceptance of the right of such person to use or
occupy the Premises, not as a waiver of any of Landlord's rights
hereunder.
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ARTICLE 17
INTERPRETATION
TIME 17.01 Time is of the essence of this Lease and every part
hereof and schedule hereto.
OBLIGATIONS 17.02 Each obligation of Landlord or Tenant expressed in
AS COVENANTS this Lease, even though not expressed as a covenant, is
considered to be a covenant for all purposes.
SEVERABILITY 17.03 Should any provision of this Lease be or become
invalid, void, illegal or not enforceable, it shall be
considered separate and severable from the Lease and the
remaining provisions shall remain in force and be binding
upon the parties hereto as though such provision had not been
inserted.
GOVERNING LAW 17.04 This Lease shall be interpreted under and is governed
by the laws of the Jurisdiction in which the Land is located.
GRAMMATICAL 17.05 The necessary grammatical changes required to make
CONFORMANCE the provisions of this Lease apply to all genders and to
corporations, associations, partnerships, or individuals, and
in the plural sense where a party may comprise more than one
entity, will be assumed in all cases as though in each case
so fully expressed.
HEADINGS AND 17.06 The indices, article headings, and section headings
CAPTIONS are inserted for convenience of reference only and are not to
be considered when interpreting this Lease.
EXTENDED 17.07 The words "hereof", "herein" and similar expressions
MEANINGS used in any Article, Section or paragraph of this Lease
relates to the whole of this Lease and not to that Article,
Section or paragraph only, unless otherwise expressly
provided.
ARTICLE 18
CONTRACTUAL
ENTIRE 18.01 This Lease contains the entire agreement between
AGREEMENT Landlord and Tenant concerning the Premises and the subject
matter of this Lease, and Tenant acknowledges that it has not
relied upon any representations, warranties, covenants,
agreements, conditions or understanding except such as are
set out in this Lease.
RELATIONSHIP 18.02 Nothing contained in this Lease shall create any
OF PARTIES relationship between the parties hereto other than that of
lessor and lessee, and it is acknowledged and agreed that
Landlord does not in any way or for any purpose become a
partner of Tenant in the conduct of its business, or a joint
venturer, or a member of a joint or common enterprise with
Tenant.
JOINT AND 18.03 If the Tenant hereunder comprises more than one person
SEVERAL LIABILITY or corporation then all representations, warranties,
conditions, covenants and undertaking on the part of the
Tenant hereunder shall be joint and several representations,
warranties, conditions, covenants, agreements and
undertakings of each and all such persons and corporations.
SUCCESSORS 18.04 Except as otherwise provided, the covenants, terms
BOUND and conditions contained in this Lease shall apply to the
benefit of and bind the heirs, executors, administrators,
successors, and assigns of the parties hereto.
REGISTRATION 18.05 Neither Tenant nor anyone on Tenant's behalf or
claiming under Tenant shall register this Lease or any
assignment or sublease of this Lease or any document
evidencing any interest of Tenant in the Lease or the
Premises, against the Land or any part thereof. If any such
party intends to register a document for the purpose only of
giving notice of this Lease or of any assignment or sublease
of this Lease, then such party shall be permitted to register
only a caveat in the appropriate land titles office. The
form of the caveat shall be prepared by Tenant and shall only
describe the parties, the Premises, the Commencement Date,
the expiration date of the Term, and such other matters
necessary to give proper notice of Tenant's interest and
shall be submitted to Landlord for its review prior to
registration. Forthwith following termination of this Lease
any such caveat shall be removed. All costs and expenses
necessary to prepare, approve, register or file the caveat
and the ultimate removal thereof shall be paid by Tenant.
DIVISION OF 18.06 (a) Landlord shall be entitled to sever the Land
PROJECT into separate parcels, or to consolidate the Land
with other parcels, and after completion of such
severance or consolidation the definitions of
"Land" and "Project" shall be read to correspond
to such change. The separate parcels of the Land
on severance may be owned by or may be treated as
if they were owned by separate entities other
than Landlord, Landlord may in its discretion
create and grant rights and easements among
separate parcels or Project Components and may
register same as encumbrances.
(b) Tenant acknowledges and agrees that if the Land
is severed into two or more separate parcels or
consolidated into fewer parcels, Tenant will
register any caveat indicating its interest in
this Lease and the Premises against only the
parcel(s) of the Land which is directly affected
by Tenant's interest in this Lease and the
Premises as directed by Landlord, and if the Land
is severed subsequent to the registration of such
caveat, Tenant shall, at Landlord's request,
cause to be registered a partial discharge of
such caveat against the
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parcels of Land not so directly affected by Tenant's interest
in this Lease and the Premises. If Tenant fails to cause such
partial discharge to be registered within 15 days of a written
request from Landlord, Landlord may take such steps as it
considers necessary to cause such caveat to be partially
discharged, and Tenant shall pay Landlord for all Outlays within
10 days of receipt of an invoice therefor.
(c) (i) Landlord may from time to time, if in the opinion of
Landlord more efficient or economical operation of the
Project or more equitable distribution of Operating
Costs will result, establish Project Components (of
which the Building shall be one) and divide, apportion,
and allocate Operating Costs among such Project
Components.
(ii) In any such division, apportionment and allocation of
Operating Costs, Landlord shall charge any item which
relates exclusively to one of the Project Components
directly to that Project Component only, and, in
respect to items which do not exclusively relate to any
single Project Component, Landlord shall divide,
apportion and allocate same to all Project Components
affected thereby, on an equitable basis having regard,
without limitation, to the various uses and values of
the subject Project Components, to prudent practices of
property management, to the provisions of this Lease,
and to generally accepted accounting and engineering
principles. The aggregate so directly charged or
divided, apportioned and allocated to the Building is
herein called the "Operating Costs for the Building".
(iii) If such treatment would result in a more equitable and
compatible recognition of the cost of their respective
usage, Landlord may similarly, mutatis mutandis, charge,
divide, apportion and allocate Operating Costs, or
Operating Costs for the Building, among office, retail
and other differing elements of the Building.
Tenant hereby accepts this Lease of the Premises, to be held by it as
Tenant subject to the covenants, conditions, and restrictions set forth herein
and implied. Tenant's taking of possession of all or any portion of the
Premises shall be conclusive evidence as against Tenant that the Premises or
such portion thereof of which possession is taken are in satisfactory condition
on the date of taking possession, subject only to latent defects and to
deficiencies (if any) listed in writing in a notice delivered by Tenant to
Landlord not more than 30 days after the later of the date of taking possession
or the Commencement Date.
Tenant acknowledges that Oxford Development Group Inc. has executed this
Lease for and on behalf of, in the name of and which the authority of Landlord
and that the covenants and agreements of Landlord are obligations of the
Landlord and its successors and assigns only and are not obligations personal
to or enforceable against Oxford Development Group Inc. in its own right.
IN WITNESS WHEREOF, LANDLORD AND TENANT HAVE EXECUTED AND DELIVERED
THIS LEASE BY AUTHORIZED SIGNATURES, AND BY AFFIXING CORPORATE SEALS WHEN
APPLICABLE, EFFECTIVE THE DATE INDICATED ON PAGE 1 OF THIS LEASE AGREEMENT.
LANDLORD
OXFORD DEVELOPMENT GROUP INC.
on behalf of
OXFORD DEVELOPMENT GROUP INC. AND TENANT
PENRICH PROPERTIES, LTD. JDA SOFTWARE SERVICES INC.
PER /s/ XXXXXX X. XXXXXXXX PER /s/ X. XXXXXX
------------------------------ ------------------------------
NAME & TITLE Xxxxxx X. Xxxxxxxx NAME & TITLE X. Xxxxxx
General Manager President
------------------------------ ------------------------------
PER /s/ XXXXX X. XxXXXXX PER
------------------------------ ------------------------------
NAME & TITLE Xxxxx X. XxXxxxx NAME & TITLE
Legal Counsel &
Assistant Secretary
------------------------------ ------------------------------
WITNESS
------------------------------ ------------------------------
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SCHEDULE 1
[MAP]
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SCHEDULE 2
PROJECT SUPPLEMENT
PART ONE - DEFINITIONS
1. In this Lease, unless the context or content otherwise requires:
Annual Rent means the amount so identified on Page 1 of this
Lease.
Architect means such firm of independent professional
architects or engineers engaged by Landlord from
time to time in regard to the Project, including
any consultant appointed by the Landlord or
Architect.
Article means an Article of this Lease.
Building means that building so identified on Page 1 of
this Lease, being the Project Component in which
the Premises are situated.
Clause means a numbered subdivision of a Part of this
Schedule.
Commencement Date means the date so identified on Page 1 of this
Lease.
Common Areas means at any time those portions of the Project
which are not leased or designated for lease by
Landlord to tenants but are provided (and which
may be changed from time to time) to be used in
common by Landlord, Tenant, and other tenants of
the Project (or by the sublessees, agents,
employees, customers or licensees of Landlord,
Tenant and such other tenants) whether or not
the same are open to the general public, and
shall, without limiting the generalities
aforesaid, include all improvements, fixtures,
chattels, equipment, systems, decor, signs,
facilities, utilities, or landscaping contained
therein or maintained or used in connection
therewith, and also all pedestrian and vehicular
exits and entrances, and all malls, courtyards,
passageways, hallways, stairways and public
washrooms, and any elevators and escalators, and
any pedestrian walkway system, park, bus stop,
transportation facility or other public facility
for which Landlord is subject to obligations
from time to time in its capacity as owner of
the Project.
Delivery means those portions of the Common Areas on or
Facilities below street level of the Project as are from
time to time designated by Landlord as
facilities to be used in common by Landlord,
tenants of the Project, and others, for the
purposes of loading, unloading, delivery,
dispatch and holding of merchandise, goods,
and materials entering or leaving the Project
and giving vehicular access thereto.
Fiscal Year means a twelve month period from time to time
determined by Landlord at the end of which
Landlord's financial statements for the Project
are prepared and audited.
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LAND means the land on which the Building is constructed, as so
identified on Page 1 of this Lease, subject to the
provisions of Section 18.06 of this Lease.
LANDLORD means that party or parties so identified on Page 1 of this
Lease.
LEASE means this Lease document (including without limitation all
of its schedules, attachments and appendices) and every
properly executed instrument which by its terms amends,
modifies, or supplements it.
LEASEHOLD has the meaning prescribed in Section 4.07(b) of the Lease.
IMPROVEMENTS
NORMAL BUSINESS means the hours from 8:00 a.m. to 8:00 p.m. Monday through
HOURS Friday, excluding days which are legal or statutory holidays
in the jurisdiction where the Project is located, or such
other reasonable hours as Landlord may stipulate from time
to time in respect of one or more or all Project Components.
OPERATING COSTS has the meaning defined, distinguished, prescribed or
identified in Part Two of this Schedule.
OPERATING COSTS has the meaning prescribed in Section 18.06 of the Lease.
FOR THE BUILDING
OTHER CHARGES means all amounts other than Annual Rent and Operating
Costs, which are payable by Tenant under this Lease, without
limitation including Outlays.
OUTLAYS means any and all costs of any nature or kind whatsoever,
incurred by Landlord as a direct or indirect result of
failure by Tenant to perform its obligations under this
Lease, or for account of Tenant pursuant to this Lease.
PARKING FACILITIES means that part of the Project containing parking facilities
with vehicular access thereto without limitation including
parking spaces, ramps, circulation space, vehicular
entrances and exits, the structural elements thereof and
services, facilities and systems contained in or servicing
the Parking Facilities.
PREMISES means the space so identified on Page 1 of this Lease
(approximately shown in outline on Schedule 1), having the
agreed area shown on Page 1, but specifically excluding any
part of the roof or exterior of the Project.
PROJECT means the Land, and all improvements and buildings (without
limitation including the Building and any other Project
Components) and all equipment and facilities erected thereon
or situate therein from time to time together with all such
other land, easements, licenses, leases or rights (if any)
contiguous, convenient, adjacent or appurtenant to the Land,
and like improvements, buildings, equipment and facilities
thereon or therein, which Landlord may from time to time
own, develop, or operate as an entity integrated with the
Building.
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PROJECT means the segments of the Project (of which the Building shall
COMPONENTS be one and which together comprise the whole Project) which may
be designated by Landlord from time to time.
PROPORTIONATE has the means prescribed in Clause 2 of Part Two of this
SHARE Schedule.
RENT means the aggregate of all amounts payable by Tenant to
Landlord under this Lease for and relating to, but not limited
to
(a) Annual Rent;
(b) Operating Costs;
(c) Other Charges;
(d) Percentage Rent in leases of space in the Retail
Concourse and other leases which provide therefor.
RENTABLE AREA has the meaning determinable from Clause 3 of Part Two of this
Schedule.
RETAIL means the floors or areas (if any) of the Project whether
CONCOURSE located on the ground level, or any upper or lower level as
designated from time to time by Landlord for occupation and use
as retail stores, service or financial outlets, restaurants,
cafeterias, kiosks and like commercial purposes (sometimes
called retail space) together with all improvements, equipment,
facilities, escalators, installations, systems and services and
all public areas in or adjacent to the Retail Concourse or
which serve or are for the benefit of the Retail Concourse, and
any alteration, expansion or reduction thereto or thereof.
SALES TAXES means all multistage sales taxes, sales taxes, goods and
services taxes, use taxes, consumption taxes, value-added
taxes, business transfer taxes and other taxes of a similar
nature levied, rated, charged or assessed against either the
Landlord of the Tenant by a governmental authority (whether
federal, provincial, municipal or otherwise) in respect of the
Rent, the occupation of the Premises or otherwise in respect of
this Lease.
SECTION means any numbered subdivision of an Article.
TAXES means the aggregate of all taxes, duties and imposts, without
limitation including property, school, and local improvement
taxes, rates, charges, levies, assessments and capital taxes,
payable by Landlord and imposed by any competent governmental
authority upon or in respect of the Project and all
improvements thereon or services therein or on account of its
ownership thereof, and any other amounts which are imposed in
lieu of, or in addition to any such taxes, whether of the
foregoing character or not and whether in existence at the
Commencement Date or not, together with all expenses incurred
by Landlord in contesting in good faith the imposition, amount
or payment of any of them; but excluding any income, profits,
excess profits, and business tax imposed upon the income of
Landlord and any other impost of
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a similar nature charged or levied against Landlord, except
to the extent that such is levied in lieu of taxes, rates,
charges, or assessments in respect of the Project or
improvements thereon, or the ownership or operation thereof
by Landlord.
TENANT means that party or parties so identified on Page 1 of this
Lease.
TENANT'S PROPERTY has the meaning prescribed in Section 4.06(b) of this Lease.
TERM means the period of time so identified on Page 1 of this
Lease.
USE means that permitted and restricted usage identified on Page
1 of this Lease.
2. (a) "Unit of Area" means a conventional component of expressing
or measuring the aggregate area of space, denoted either in
square metres (metric system) or square feet (imperial
system) or computed in the equivalent relationship or
conversion of one to the other, in all cases limited to two
decimal figures.
(b) The Landlord may for any purpose of this Lease, without
limitation including any measurement of Rentable Area or any
formula prescribed in this Lease, substitute, or convert one
or more of all unit(s) of the area using conversion factors
of .0929 square feet to square metres and 10.7639 square
metres to square feet.
PART TWO - OPERATING COSTS
1. For purposes of this Lease and subject to the provisions of Section 18.06:
Operating Costs means the aggregate amount, without duplication, of all
costs and charges incurred by or on behalf of Landlord
during the Fiscal Year in operating, supervising,
securing, repairing, managing, and maintaining the
Project in good repair as a first class facility, as
established in accordance with generally accepted
accounting principles and confirmed in a certificate of
Landlord, including, without limitation:
(a) all costs, charges, wages, salaries and expenses
which are attributable to the operation,
management, supervision, security, repair, and
maintenance of the Project, including, without
limitation, wages, salaries, and other amounts
paid or payable to and for all on-site
personnel; and Taxes (except where same are paid
by individual tenants pursuant to Section 5.03
and 5.05 of the Lease);
(b) the applicable amortization (properly allocable
to such fiscal year) of all costs incurred after
the date any space in the Building was first
occupied by any tenant for
(i) any capital improvement to the Project
required by any change in the laws,
rules, regulations or orders of any
governmental
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or quasi-governmental authority having
jurisdiction, or incurred by Landlord
principally to reduce Operating Costs, or
(ii) any replacement not charged to Operating Costs
in the year in which incurred of any equipment,
floor covering or system in the Building, or
(iii) any repairs, including without limitation
structural repairs and repairs to the exterior,
roof or equipment of the Building not charged to
operating costs in the year in which incurred.
which costs shall be amortized over the useful life of
the subject capital improvement, replacement or repair,
and the rate of interest shall be the prime rate charged
by the Landlords principal bankers plus one per cent
per annum;
(c) all other costs of repairs, maintenance and
replacements to the Project, without limitation
including painting, renovations, repair and replacement
of carpet, snow clearing, and gardening and landscaping;
(d) the total of the costs and amounts paid for all gas,
steam or other fuel used in heating and cooling the
Project, all electricity furnished to the Project
(except for electricity furnished to and paid for by
individual tenants), all hot and cold water, telephone
and other utility costs used in the operation,
supervision, repair, security and maintenance of the
Project (except where any of these is chargeable to
individual tenants by reason of their extraordinary
consumption);
(e) all costs of insuring the Project and the improvements,
equipment, and other property in the Project and such
other insurance in respect of the Project as Landlord
from time to time reasonably determines;
(f) audit fees and the cost of accounting services incurred
in the preparation of the Statements required to be
furnished by Landlord pursuant to this Lease, and in the
computation of Rent and other charges payable by tenants
of the Project;
(g) a charge for offsite management overhead equal to
4 percent of the Landlord's gross revenue from the
Project in such Fiscal Year excluding revenues under
this Section (g) or 15 percent of Operating Costs in
such Fiscal Year excluding costs under this Section (g),
whichever is greater;
but the following costs shall be specifically excluded:
(i) Outlays;
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(ii) Capital improvements, replacements,
additions, or alterations to the Project or
its equipment except as provided in
sub-clause (b) above;
(iii) repair and replacement resulting from
interior or deficient design, workmanship, or
materials in the initial construction of the
Project or for which Landlord is reimbursed
by insurers or pursuant to warranties;
(iv) interest on and capital retirement of debt;
(v) repair or maintenance done for the direct
account of other tenants and of unleased
space; and
(vi) tenant improvements, tenant allowances and
leasing commissions.
* see page 6(a)
2. For purposes of this Lease:
Proportionate Share (a) means a fraction, which has as its numerator the
rentable area of the Premises, and has as its
denominator the total rentable area of the Project,
calculated by Landlord in accordance with the
method of measurement described in clause 3 below.
(b) Provided that, if and whenever pursuant to Section
18.06 of the Lease, Landlord shall have established
and designated Project Components, in respect of
operating costs which pertain only to a Project
Component, the denominator aforesaid shall be the
total Rentable Area of such areas as comprise that
Project Component.
(c) If and whenever the Building shall have been
established and designated a Project Component,
"Operating Costs for the Building" shall have the
meaning indicated in Section 18.06, and sub-clause
(b) above shall govern apportionment thereof.
(d) In calculating Operating Costs for the Building for
any Fiscal Year, if and while less than 95% of the
Building is occupied by tenants, then the amount of
Operating Costs shall be deemed for purposes of
this Schedule to be increased to an amount equal to
Operating Costs which normally would be expected to
have been incurred had occupancy of the Building
been 95% during period(s) when vacancies existed,
to the intent that, after allowing for a periodic
vacancy factor of 5%, the cost of services actually
provided by Landlord to the Premises will be
recovered by Landlord from Tenant, while Landlord
will absorb the costs incurred in or attributable
to Rentable Areas which are not occupied.
30
6(a)
PART TWO-OPERATING COSTS - continued
1.(g) (vii) increases in Landlord's insurance premiums in Section 6.05
resulting from unusual or extraordinary business or activities
conducted by other tenants;
(viii) an amount equal to all recoveries of Operating Costs under
insurance required to be carried by the Landlord in
Section 6.05 or by other tenants of the Premises;
(ix) uninsured costs incurred due to the willful act or the neglect
of the Landlord and persons for whom the Landlord is
responsible;
(x) an amount equal to all recoveries of Operating Costs by the
Landlord arising from other tenants' negligence, special
use, special requirements, or use of Common Areas.
Notwithstanding the foregoing, the Landlord covenants and agrees that
there will be no duplication of recovery of Operating Costs with
respect to the Project, or the Project Components, as the case may be.
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3. Method of Measurement If not specified herein or otherwise or by
of Rental Area agreement determined, Rentable Areas shall
be measured as below prescribed.
(a) For Office Space - Single Tenancy Floors
The Rentable Area for premises on a single tenancy floor in the
Building (if any), shall be calculated (from dimensioned Architect's
drawings) to the inside face of the glass, whenever the area of the
exterior Building walls, as measured from the interior between the
floor and finished ceiling, is at least 50% glass; or, if not, to the
inside finish of permanent exterior Building walls. It shall include
all space within exterior building walls except for stairs, elevator
shafts, flues, pipe shafts, and vertical ducts forming part of the
basic Building service areas and their enclosing walls. No deduction
shall be made for washrooms, janitor closets, air conditioning rooms,
fan closets, or electrical or telephone cupboards within and servicing
that floor, or for any mail conveyor xxxxxx or other rooms, corridors,
stairways or areas available to the subject lessee on that floor for
its use, furnishings, or personnel, or for any columns, whether
internal, corner or perimeter columns, located wholly or partially
within that space, or for reveals, or for any enclosures around the
periphery of the Building used for the purpose of cooling, heating, or
ventilating.
(b) For Office Space - Multiple Tenancy Floors
The Rentable Area for premises on a multiple tenancy floor in the
Building (if any), shall be calculated (from dimensioned Architect's
drawings) from the inside face of the glass or permanent exterior walls
as described in subclause (a) for a single tenancy floor, to the face
of permanent interior walls, or, as the case may be, to the centre line
of demising partitions. If contained within the subject premises no
deduction shall be made for washrooms, columns, janitor closets, air
conditioning rooms, fan closets, or electrical or telephone cupboards;
or for any mail conveyor xxxxxx or other rooms, corridors, stairways,
or areas exclusively available to the subject lessee for its use,
furnishings, or personnel, or for reveals, or for any enclosures
around the periphery of the Building used for the purpose of cooling,
heating, or ventilating. There shall be added to the area so measured
an area equal to the product of multiplying:
(i) a fraction in which the numerator is the Rentable Area of the
subject premises, so calculated, and the denominator is the
aggregate of all Rentable Areas, measured according to this
sub-clause (b), of space on that floor; by
(ii) the area obtained when such denominator is deducted from the
Rentable Area of the subject floor if measured according to
sub-clause (a).
(c) For Retail Space
The Rentable Area of retail space in the Building (if any), shall be
calculated (from dimensioned Architect's drawings) from the inside face
of permanent exterior walls, to the centre line of demising partitions,
or, as the case may be, to the face of permanent interior walls, or to
the centre line of a predetermined lease line (usually referred to as
the storefront line) in the case of retail space facing onto either an
interior public mall
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or corridor or onto a public street or lane. No deduction shall be
made for vestibules inside the permanent exterior Building walls or
inside the pre-determined lease line or for washrooms, columns,
janitor closets, air conditioning rooms, fan closets, or electrical or
telephone cupboards within the subject premises; or for any other
rooms, corridors, or areas exclusively available to the subject lessee
for its use, furnishings, or personnel, or for any enclosures around the
periphery of the Building used for the purpose of cooling, heating or
ventilating.
(d) Total Area of the Building
The total Rentable Area of the Building shall be calculated (from
dimensioned Architect's drawings) and shall be the aggregate area of
the Building rentable as office or retail space, excluding all storage
and parking areas. The area for offices shall be calculated as if the
Building were entirely occupied by tenants renting single tenancy
floors on each floor of the Building. The total Rentable Area of the
Building shall be adjusted from time to time to give effect to
any structural, functional, or other changes affecting the Building.
33
PART THREE - SPECIAL ATTRIBUTES
(7220/7330 Xxxxxx Street S.E.)
Certain special criteria, features and provisions related to the Project and
form part of the terms, covenants, and conditions of the Lease, namely:
1. PROJECT NAME
The Project may from time to time be known as "7220 Xxxxxx Street S.E."
2. LAND
Land means
First . . . . . . Plan Calgary 5699 J.K.
Block Three (3)
Corner Cut
Excepting thereout all mines and minerals.
Secondly . . . . Plan Calgary 2134 G.N.
That portion of Xxxxx Avenue (now known as
00 Xxxxxx X.X.) which lies to the east of Xxxxxx
Road on Plan Calgary 5699 J.K.
Excepting thereout all mines and minerals.
Thirdly . . . . . Plan Calgary 6628 H.D.
Block Six (6)
Lot Three (3) Containing 3.30 Hectares (8.14 Acres)
More or Less Excepting thereout all mines and
minerals.
34
SCHEDULE 3
SUPPLEMENTARY TERMS
JDA SOFTWARE SERVICES LTD.
210,7220 XXXXXX STREET S.E.
CALGARY, ALBERTA
3.1 ANNUAL RENT
For the period AUGUST 01, 1994 to JULY 31, 1995 ANNUAL RENT shall be TWENTY SIX
THOUSAND THREE HUNDRED AND SIX ($26,306.00) DOLLARS per annum being TWO
THOUSAND ONE HUNDRED AND NINETY TWO AND 66/100 ($2,192.66) DOLLARS per month
such that ANNUAL RENT equates to THREE AND 50/100 ($3.50) DOLLARS per square
foot.
For the period AUGUST 01, 1995 to JULY 31, 1996 ANNUAL RENT shall be TWENTY
EIGHT THOUSAND ONE HUNDRED AND EIGHTY FIVE ($28,185.00) DOLLARS per annum being
TWO THOUSAND THREE HUNDRED AND FORTY EIGHT AND 75/100 ($2,348.75) DOLLARS per
month such that ANNUAL RENT equates to THREE AND 75/100 ($3.75) DOLLARS per
square foot.
For the period AUGUST 01, 1996 to JULY 31, 1997 ANNUAL RENT shall be THIRTY
THOUSAND AND SIXTY FOUR ($30,064.00) DOLLARS per annum being TWO THOUSAND FIVE
HUNDRED AND FIVE AND 33/100 ($2,505.33) DOLLARS per month such that ANNUAL RENT
equates to FOUR ($4.00) DOLLARS per square foot.
For the period AUGUST 01, 1997 to JULY 31, 1998 ANNUAL RENT shall be THIRTY ONE
THOUSAND NINE HUNDRED AND FORTY THREE ($31,943.00) DOLLARS per annum being TWO
THOUSAND SIX HUNDRED AND SIXTY ONE AND 91/100 ($2,661.91) DOLLARS per month
such that ANNUAL RENT equates to FOUR AND 25/100 ($4.25) DOLLARS per square
foot.
For the period AUGUST 01, 1998 to JULY 31, 1999 ANNUAL RENT shall be THIRTY
THREE THOUSAND EIGHT HUNDRED AND TWENTY TWO ($33,822.00) DOLLARS per annum
being TWO THOUSAND EIGHT HUNDRED AND EIGHTEEN AND 50/100 ($2,818.50) DOLLARS
per month such that ANNUAL RENT equates to FOUR AND 50/100 ($4.50) DOLLARS per
square foot.
3.2 ADVANCE ANNUAL RENT
The Landlord acknowledges receipt of THREE THOUSAND ONE HUNDRED AND EIGHTY THREE
AND 34/100 ($3,183.34) DOLLARS which will be applied towards the last one
month's Annual Rent and includes 7% G.S.T. (Goods and Services Tax) of TWO
HUNDRED AND EIGHT AND 26/100 ($208.26) DOLLARS.
3.3 TENANT'S WORK
Tenant shall pay the cost of the design, co-ordination and construction of all
leasehold improvements (and any special requirements beyond those existing in
the Premises) all in accordance with the provisions of the Lease.
35
3.4 TENANT ALLOWANCE
Provided Tenant has executed the Lease and is not in default thereunder, and
has submitted to Landlord a statutory declaration stating that the Tenant's
Work is complete and the Tenant's designers, contractors, sub-contractors,
workmen and materialmen have been paid in full for all work performed and
materials and equipment supplied by them on the Premises, Landlord shall pay to
Tenant after August 1, 1995 an amount equal to $3.50 per square foot of the
net rentable area of the Premises.
3.5 PARKING
Landlord shall make provision for and Tenant shall commit to take Ten (10)
reserved energized stalls at the rate of $20.00/month per stall and Ten (10)
reserved stalls at no additional charge to the Tenant for the Term of the
Lease. Such reserved stalls shall be reserved only during Normal Business
Hours of the Building and shall be unreserved at all other times.
*802
