EXHIBIT 4.63
LETTER AGREEMENT WITH XXXXXXXXXX HOLDINGS CORP.
DATED FEBRUARY 5, 2004 REGARDING OFFICE LEASE
OFFER TO LEASE
TERMINAL CITY CLUB TOWER
(THE "BUILDING")
DATE: February 21,2004
BETWEEN: XXXXXXXXXX HOLDINGS CORP. (THE "LANDLORD")
0000 Xxxxxxx Xxxxxx
Xxxxxxx, X.X. X0X 0X0
AND: IMA EXPLORATION INC. (THE "TENANT")
000 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
The Tenant hereby offers to lease from the Landlord certain premises (the
"Premises"), being a portion of the building located at 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxxxxxx, X.X. and generally known as Terminal City Club Tower (the
"Building") on the following terms and conditions:
1 . DESCRIPTION OF PREMISES
The Premises shall consist of approximately one thousand six hundred seventy
five (1,675) rentable square feet of office space, being Suites 708 to 711 as
shown outlined in heavy black line on the floor plan attached as Schedule "A".
The Premises will be measured in accordance with the terms of the Lease
described below.
2. TERM
The term of the Lease shall be for three (3) years plus the part of the month,
if any, from the Commencement Date to and including the last day of the month in
which the term commences (the "Term"). The Term shall commence on the date (the
"Commencement Date") which is the earlier of.
(a) the Tenant occupying for business any part of the Premises; and
(b) the later of the expiry of the Fixturing Period;
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"Fixturing Period" means a period of thirty (30) days commencing on the date on
which the Landlord delivers possession of the Premises to the Tenant together
with a notice, signed by the Landlord, confirming that the Landlord's
Improvement Work has sufficiently progressed to permit the Tenant to commence
and proceed with the Tenant's Improvement Work without undue interference from
the Landlord.
3. BASIC RENT
Tenant will pay to the Landlord Basic Rent of Thirty Dollars ($30.00) per
rentable square foot of the Premises per annum plus Goods and Services Tax
(GST), payable in advance without deduction in equal monthly instalments on the
first day of each and every month throughout the Term, commencing on the
Commencement Date.
For the purposes of the Lease, the Term "Basic Rent" as used in this Offer to
Lease shall mean the fixed monthly payments of rent due and payable under the
Lease, whether characterized as "Basic Rent", "Minimum Rent" or otherwise under
the Lease.
4. PERMITTED USE
The Premises are to be used for the purpose of business offices of the Tenant or
its affiliated companies and for no other purposes without the prior approval of
the Landlord as set out in the Lease.
5. TENANT RESPONSIBILITIES - ADDITIONAL RENT
In addition to Basic Rent plus GST, the Tenant shall pay for all other charges
and expenses provided for in the Lease from and after the Commencement Date,
including without limitation the Tenant's share of property taxes, corporation
capital taxes, business taxes, water/sewer rates, building insurance,
maintenance, management fees, heat, light and power but excluding internal
janitorial services and lampage charges (the "Additional Rent") plus GST
applicable to the foregoing. The Additional Rent is estimated at Fifteen Dollars
($15.00) per rentable square foot for 2004.
6. LANDLORD'S IMPROVEMENT WORK
The Premises to be provided by the Landlord shall be on an "as is, where is"
basis. All other leasehold improvements shall be at the Tenant's cost.
7. TENANT'S IMPROVEMENT WORK
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For any improvement work, the Tenant shall be required to prepare working
drawings of the proposed improvement work and obtain the written consent of the
Landlord before commencing the improvement work, such consent not to be
unreasonably withheld. All improvement work shall be done at the Tenant's sole
cost and expenses by qualified and licensed contractors and sub-contractors who
shall be subject to the reasonable approval of the Landlord. All such Tenant
improvement work shall be performed in a first class manner in accordance with
the provisions of the Lease.
8. PERMITS AND LICENSES
The Tenant shall be responsible for obtaining all necessary building permits and
approvals as required by the relevant regulatory authorities for the Tenant's
improvement work. Such permits and approvals must be secured before the Tenant
commences its improvement work. If required by the municipal authorities, the
Tenant shall also make application for an occupancy certificate for the Premises
upon completion of the Tenant's improvement work.
9. LEASE
The lease for the Premises shall be the Landlord's standard form of lease for
the Premises, modified to include the provisions of this Offer to Lease and the
Tenant's reasonable non-financial amendments (the "Lease"). The Landlord will
deliver a copy of the standard form of lease to the Tenant within a reasonable
period of time after acceptance of this Offer to Lease, and the Tenant shall
have ten (10) days thereafter to review the standard form with its solicitor and
approve of the same with or without amendments. Upon completion of the
Landlord's review and approval of any non-financial amendments requested by the
Tenant, the Landlord will prepare and deliver the Lease to the Tenant for
execution. The Tenant agrees to execute and return the Lease to the Landlord
forthwith upon receipt of the same, and in any event prior to taking possession
of and commencing business operations in the Premises. If the Tenant takes
possession of the Premises without executing the Lease, the Tenant shall be
deemed to have executed the same and shall be bound by all of the provisions
thereof, provided however the Tenant shall remain obligated to execute and
deliver the Lease to the Landlord forthwith upon demand, and such failure to
execute and deliver the Lease to the Landlord shall be a default under the terms
of the Lease.
10. TENANT'S CONDITIONS
This Offer to Lease is subject to the following conditions precedent, all of
which are for the sole benefit of the Tenant:
(a) the Tenant obtaining budgetary quotations for the cost of the Tenant
improvement work satisfactory to the Tenant;
(the "Tenant's Conditions"). The Tenant's Conditions shall be removed or waived
by notice in writing from the Tenant to the Landlord within ten (10) business
days of the Landlord's acceptance of this Offer to Lease, failing which this
Offer
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to Lease shall be null and void and of no force or effect and the Deposit shall
be returned to the Tenant. The Landlord acknowledges the receipt of Ten Dollars
($10.00) and other good and valuable consideration to be retained by the
Landlord as consideration for keeping this Offer to Lease open for acceptance
until the time for removal or waiver of the Tenant's Conditions has expired.
11. LANDLORD'S CONDITIONS
This Offer to Lease is subject to the following conditions precedent, all of
which are for the sole benefit of the Landlord:
(a) the Landlord determining that the Tenant and the Guarantor have
sufficient financial strength to perform all their obligations under
this Offer to Lease;
(b) the Landlord receiving a 100% undivided interest in the office units
comprising the Premises;
(the "Landlord's Conditions"). The Landlord's Condition (a) shall be removed or
waived by notice in writing from the Landlord to the Tenant within five (5)
business days of the Landlord's acceptance of this Offer to Lease, and the
Landlord's Condition (b) shall be removed and waived in writing from the
Landlord to the Tenant within five (5) business days of the Landlord receiving
the 100% undivided interest, failing which this Offer to Lease shall be null and
void and of no force or effect and the Deposit shall be returned to the Tenant.
The Tenant acknowledges the receipt of Ten Dollars ($10.00) and other good and
valuable consideration to be retained by the Tenant as consideration for keeping
this Offer to Lease open for acceptance until the time for removal or waiver of
the Landlord's Conditions has expired.
12. DEPOSIT
Within two (2) business days of acceptance of this Offer to Lease by the
Landlord and removal of the Tenant's and Landlord's Conditions, the Tenant shall
tender a deposit cheque in the amount of Nine Hundred and Ninety Two and Seventy
Seven Cents ($992.77) including GST increasing the current deposit of $3,194.73
to $4,187.50 (collectively the "Deposit"), to be held as security for the due
and proper performance by the Tenant of all of the terms, covenants and
conditions in the Lease, with the balance to be applied toward gross rent
(including GST) for the last month of the Term. If this Offer becomes null and
void, the Deposit shall be refunded to the Tenant without deduction.
The Deposit shall be paid to the Landlord at the following address:
XXXXXXXXXX HOLDINGS CORP.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, X.X. X0X 0X0
13. OPTION TO EXTEND TERM
If the Tenant duly and regularly pays the rent, plus GST, and performs each and
every one of the covenants in the Lease to be performed and observed by the
Tenant, the Tenant shall have one option to extend the Term of the Lease for a
further term of two (2) years (the "Extended Term"), such option to be exercised
on not less than six (6) months' and not more than twelve (12) months' written
notice prior to the expiration of the Term failing which such option shall be
null and void and incapable of exercise. If the Tenant exercises the option to
extend the Term, the Extended Term shall be on the same terms and conditions as
the initial Term of the Lease except for Basic Rent, and any incentive given to
the Tenant during the initial Term, and except for this option to extend.
The Basic Rent payable by the Tenant during the Extended Term shall be
negotiated and agreed upon between the Landlord and the Tenant based on the
prevailing fair market Basic Rent as at the commencement of the Extended Term
for similarly improved premises of similar size, quality, use and location in
buildings similar to the Building, but shall in any event not be less than the
Basic Rental paid during the last year of the initial Term of the Lease. If the
Landlord and the Tenant are unable to agree on the Basic Rent for the Extended
Term within three (3) months prior to the commencement of the Extended Term, the
matter shall be determined by a single arbitrator pursuant to the provisions of
the COMMERCIAL ARBITRATION ACT and in accordance with the foregoing provisions.
14. NO REPRESENTATION / GOVERNING LAW
There are no representations, warranties, covenants or agreements, whether
express or implied, related to the subject matter of this agreement save as
specifically set out in this Offer to Lease. This Offer to Lease shall be
governed by and construed in accordance with the laws of the province in which
the Building is situated.
15. TIME OF THE ESSENCE
Time is of the essence of this Offer to Lease and each part of it.
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16. ACCEPTANCE
This Offer to Lease is open for acceptance for five (5) business days from the
date hereof and thereafter, if not accepted, it shall be null and void.
DATED at Burnaby, B.C., this 5th day of February ,2004
THE TENANT:
IMA EXPLORATION INC.
Per: /s/ XXXXXXX XXX /s/ XXXXXXXX XXXXX /s/ XXXXX XXXXXX
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(Authorized Signatory) Witness
Xxxxxxx Xxx, CFO Xxxxxxxx Xxxxx, Corporate Secretary
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(Name and Title)
We hereby accept this Offer to Lease and agree to be bound by the terms and
conditions contained herein.
DATED at Burnaby, B.C., this 5th day of February ,2004.
THE LANDLORD:
XXXXXXXXXX HOLDINGS CORP.
Per: /s/ XXXXXX XXXXXX /s/ XXXXX XXXXXX
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(Authorized Signatory) Witness
Xxxxxx Xxxxxx, Pres.
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(Name and Title)
