Exhibit 10.12
OFFER TO SUBLEASE
0000 XXXXXXXX XXXXXX
(THE "BUILDING")
DATE: August 2, 2001
TO: ROYAL LEPAGE COMMERCIAL INC. (THE "AGENT")
X.X. XXX 00, XXXXXX XXXXX
XXX. 000 - 000 XXXX XXXXXX
XXXXXXXXX, XX X0X 0X0
Attention: xxxx Xxxxx
BETWEEN: BLASTRADIUS COMMUNICATIONS INC. (THE "SUBLANDLORD")
0000 Xxxxx Xxxxxx Xxxxxxxxx, XX
AND: XXXXXXXX.XXX INC. (THE "SUBTENANT")
000 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
The Subtenant hereby offers to sublease from the Sublandlord certain premises
(the "Premises"), being a portion of the building located at 0000 Xxxxxxxx
Xxxxxx (xxx "Xxxxxxxx") xx the following terms and conditions:
1. DESCRIPTION OF PREMISES
-------------------------
The Premises are located in the Building on the 3rd floor and consist of
approximately Three Thousand (3,000) rentable square feet of office space as
shown outlined in heavy black line on the floor plan attached as Schedule "A".
2. TERM
----
The term of the Sublease will be for four (4) years and one (1) month (the
"Term"), commencing on October 1, 2001 (the "Commencement Date") and expiring on
October 31, 2005.
3. BASIC RENT
-----------
The Subtenant will pay to the Sublandlord Basic Rent of Sixteen Dollars and
Fifty Cents ($16.50) per rentable square foot per annum plus Goods and Services
Tax ("GST"), payable in advance without deduction in equal monthly installments
on the first day of each and every month throughout the Term, commencing on the
Commencement Date.
4. PERMITTED USE
--------------
The Premises are to be used for the purpose of general office use and for no
other purposes without the prior written approval of the Sublandlord and the
Head Landlord.
5. SUBTENANT RESPONSIBILITIES - ADDITIONAL RENT
------------------------------------------------
In addition to Basic Rent plus GST, the Subtenant will pay for all other charges
and expenses provided for in the Head Lease (as described below) from and after
the Commencement Date in accordance with the terms of the Head Lease, including
without limitation the "Tenant's" share (as such share is determined in
accordance with the terms of the Head Lease) of property taxes, water/sewer
rates, building insurance, maintenance, management fees, heat, light and power,
plus GST applicable to the foregoing.
6. SUBLANDLORD'S IMPROVEMENT WORK
--------------------------------
The Premises to be provided by the Sublandlord will be on an "as is, where is"
basis
7. SUBTENANT'S IMPROVEMENT WORK
------------------------------
For any improvement work, the Subtenant will be required to prepare working
drawings of the proposed improvement work and obtain the written consent of the
Sublandlord and the Building owner (the "Head Landlord") before commencing the
improvement work. All improvement work will be done at the Subtenant's sole cost
and expense by qualified and licensed contractors and sub-contractors who will
be subject to the approval of the Sublandlord and the Head Landlord. All such
Subtenant improvement work will be performed in a first class manner in
accordance with the provisions of the Head Lease.
8. PERMITS AND LICENSES
----------------------
The Subtenant will be responsible for obtaining all necessary building permits
and approvals as required by the relevant regulatory authorities for the
Subtenant's improvement work. Such permits and approvals must be secured before
the Subtenant commences its improvement work.
If required by the municipal authorities, the Subtenant will also make
application for an occupancy certificate for the Premises upon completion of the
Subtenant's improvement work.
9. SUBORDINATE TO HEAD LEASE
----------------------------
The Subtenant will perform and will be responsible to the Sublandlord for the
performance and observance of each and every covenant, term and condition in the
Head Lease on the part of the Tenant to be performed and observed, provided it
is not inconsistent with any of the provisions of this Offer to Sublease.
10. SUBTENANT'S CONDITIONS
-----------------------
This Offer to Sublease is subject to the following conditions precedent, all of
which are for the sole benefit of the Subtenant:
(a) the consent of the Head Landlord to this Sublease, if required under the
terms of the Head Lease; and
(b) review of the Head Lease.
(the "Subtenant's Conditions"). The Subtenant's Conditions will be removed or
waived by notice in writing from the Subtenant to the Sublandlord within Five
(5) business days of the Sublandlord's acceptance of this Offer to Sublease,
failing which this Offer to Sublease will be null and void and of no force or
effect. In such event, the Agent is hereby irrevocably directed by the
Sublandlord and the Subtenant to forthwith repay the Deposit (as hereinafter
defined) to the Subtenant without the need for any further consent, release or
direction. The Sublandlord acknowledges the receipt of Ten Dollars ($10.00) and
other good and valuable consideration to be retained by the Sublandlord as
consideration for keeping this Offer to Sublease open for acceptance until the
time for removal or waiver of the Subtenant's Conditions has expired.
11. SUBLANDLORD'S CONDITIONS
-------------------------
This Offer to Sublease is subject to the following conditions precedent all of
which are for the sole benefit of the Sublandlord:
(a) the consent of the Head Landlord to this Sublease, if required under the
terms of the Head Lease; and
(b) approving the Subtenant's credit report.
(the "Sublandlord's Conditions"). The Sublandlord's Conditions will be removed
or waived by notice in writing from the Sublandlord to the Subtenant within five
(5) business days of the
Sublandlord's acceptance of this Offer to Sublease, failing which this Offer to
Sublease will be null and void and of no force or effect. In such event, the
Agent is hereby irrevocably directed by the Sublandlord and the Subtenant to
forthwith repay the Deposit (as hereinafter defined) to the Subtenant without
the need for any further consent, release or direction. The Subtenant
acknowledges the receipt of Ten Dollars ($10.00) and other good and valuable
consideration to be retained by the Subtenant as consideration for keeping this
Offer to Sublease open for acceptance until the time for removal or waiver of
the Sublandlord's Conditions has expired.
12. DEPOSIT
-------
Upon acceptance of this Offer to Sublease by the Sublandlord, the Subtenant will
tender a deposit cheque in the amount equal to two (2) months gross rent plus
GST (collectively the "Deposit"). If this Offer to Sublease becomes null and
void, the Deposit will be refunded to the Subtenant without deduction in
accordance with the provisions of the Subtenant's Conditions and Sublandlord's
Conditions, as applicable. The deposit shall be applied to the first and last
months rent of the term.
The Deposit will be paid to the Agent at the following address:
ROYAL LEPAGE COMMERCIAL INC.
X.X. Xxx 00, Xxxxxx Xxxxx
Xxx. 000 - 000 Xxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
13. RIGHT OF FIRST REFUSAL TO SUBLEASE EXISTING AND ADJOINING SPACE
------------------------------------------------------------------------
Provided the Subtenant has not been in breach of the Sublease, the Sublandlord
grants to the Subtenant a right of first refusal to sublease any portion of the
2nd or 3rd floors of the Building to include the existing premises on the 3rd
floor hereinbefore referred to, on the terms and conditions of a bona fide offer
to lease acceptable to the Sublandlord. The Sublandlord shall deliver a true
copy of any such bona fide offer to the Subtenant, and the Subtenant shall have
three (3) days from receipt of the same within which to notify the Sublandlord
in writing that it intends to exercise its right of first refusal to lease the
Adjoining Space and/or the Subtenant's existing premises. If the Subtenant so
notifies the Landlord in writing, a binding agreement to lease the Adjoining
Space and/or the Subtenant's existing premises shall exist between the
Sublandlord and Subtenant on the terms and conditions contained in the said bona
fide offer.
If the Subtenant does not exercise its right of first refusal to lease the
Adjoining Space and/or the Subtenant's existing premises, the Sublandlord shall
be entitled to lease the same in accordance with the terms and conditions of the
said bona fide offer, but not otherwise, and upon so doing the Subtenant's right
of first refusal shall cease. The Subtenant shall not have the right to assign
its rights hereunder.
14. RELOCATION
----------
In the event the Subtenant does not exercise any right of first refusal upon
receiving notice from the Sublandlord of a bona fide offer which the Sublandlord
ultimately accepts the Subtenant shall at the Sublandlord's request relocate to
the 2nd floor and Sublease approximately three thousand (3,000) rentable square
feet on the Xxxxxxxx Street side of the building. Terms and conditions shall be
the same as the original sublease except for any further rights of first refusal
and the Basic Rent shall be $14.00 net per rentable square foot.
15. RIGHT OF CANCELLATION
-----------------------
The Subtenant shall have the one time right to cancel the Lease effective at the
end of the eighteenth (18th) month of the Sublease term, giving not less than
three (3) months prior written notice of its intention to do so.
16. NO REPRESENTATIONIGOVERNING 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 Sublease. This Offer to Sublease will be
governed by and construed in accordance with the laws of the province in which
the Building is situated.
17. TIME OF THE ESSENCE
----------------------
Time is of the essence of this Offer to Sublease and each part of it.
18. AGENCY DISCLOSURE
------------------
The Subtenant has an agency relationship with Royal LePage and xxxx Xxxxx is
acting on behalf of the Subtenant.
19. Subtenant shall allow Sublandlord or Sublandlord's agent access to the
space to tour potential tenants with reasonable notice.
20. ACCEPTANCE
----------
This Counter Offer to Sublease is open for acceptance until August 13, 2001,
5.00 pm and, if not accepted before the end of such period, it will be null and
void.
DATED at Vancouver, this 7 day of August, 2001.
XXXXXXXX.XXX INC.
Per: ______________________ ________________________
(Authorized Signatory) Witness
______________________
(Name and Title)
WE HEREBY accept this Counter Offer to Sublease and agree to be bound by the
terms and conditions contained herein.
DATED at Vancouver, this ____ day of August, 2001
BLASTRADIUS COMMUNICATIONS INC.
Per: ______________________ __________________________
(Authorized Signatory) Witness
_____________________
(Name and Title)
