SUBLEASE
THIS SUBLEASE made as of the First (1st) day of February, 1998.
BETWEEN
HER MAJESTY THE QUEEN
in Right of Canada as represented by the
Minister of Public Works and Government Services
000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(the "Sublessor")
AND
ePOST INNOVATIONS INC.
0000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(the "Sublessee")
WHEREAS:
The Sublessor has leased certain premises from Novo Esplanade Limited (the
"Headlessor") in the building at 000 Xxxx Xxxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx
Xxxxxxxx (the "Building") on the terms and conditions contained in a lease
agreement (the "Headlease") made as s of the First (1st) day of January, 1995;
The Sublessor has agreed to sublease to the Sublessee the premises on the terms
and conditions set forth below.
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby respectively acknowledged:
The Sublessor hereby demises and subleases to the Sublessee that portion of the
First (1st) floor of the Building, shown outlined in heavy black lines on the
plan attached hereto as Schedule "A", constituting, for the purposes of this
Sublease 408.1 square metres of rentable area, (the "Premises").
TO HOLD the Premises for a term of One (1) Year and Eleven (11) Months less One
(1) Day commencing on the First (1st) day of February, 1998 and terminating on
the Thirtieth (30th) day of December, 1999.
AND PAYING therefor, to the Sublessor the sum of FORTY-EIGHT THOUSAND DOLLARS
(48,000.00) per annum, plus the Goods and Services Tax thereon, payable in
monthly installments of FOUR THOUSAND DOLLARS ($4,000.00) each, plus the Goods
and Services Tax thereon, commencing on the 1st day of February,1998 and
continuing on the first day of each and every month thereafter to and including
the 1st day of December, 1999.
Rent is payable to the "Receiver General for Canada" in care of
Public Works and Government Services Canada
000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
1. The Sublessee hereby covenants with the Sublessor as follows:
(a) to pay the rent hereby reserved in the manner and on the days
specified herein;
(b) to observe and perform all the covenants on the part of the
Sublessor, as lessee, to be observed and performed under the
provisions of the Headlease, insofar as they are applicable to the
Premises, except for the covenants to pay rent and any increases in
operating costs and taxes thereunder, and to keep the Sublessor
indemnified against all actions, expenses, claims and demands in
respect of such covenants except as aforesaid;
(c) To keep indemnified the Sublessor against all claims, damages, costs
and expenses in any want relating to the acts or omissions of the
Sublessee regarding the Headlease;
(d) not to assign this Sublease or sublet or part with possession of the
Premises or any part thereof or grant any license or concession
within or relating to the Premises;
(e) not to undertake any leasehold improvements or fixtures in the
Premises without the prior written consent of the Sublessor (and of
the Headlessor, if so required by the provisions of the Headlease);
(f) to use the Premises only for offices for a computer programming
company and for general administrative office purposes for the
operations of the Sublessee and for no other purpose whatsoever. The
Sublessee shall be permitted to sublease part of the Premises to an
associated company or individual(s) provided that they obtain the
prior approval of both the Sublessor and the Headlessor. It is
understood and agreed that either the Sublessor or the Headlessor
may arbitrarily withhold such
approval for any reason whatsoever.
(g) to keep the Premises clean and in good and tenantable repair,
reasonable wear and tear excepted;
(h) to permit the Headlessor, the Sublessor or their authorized agents
at all times to enter the Premises for the purpose of examining the
state of repair of the Premises;
(i) to yield up the Premises at the expiration of the term of this
Sublease or whenever sooner determined, in good and tenantable
repair, reasonable wear and tear excepted;
(j) that the Premises are accepted by the Sublessee on an "as is" basis.
(k) if the Premises are used by the Sublessee over and above the hours
of operation as defined in Clause 14 of Part 1 of Schedule "E"
attached to the Headlease, then the Sublessee shall, if so requested
by the Headlessor, pay the Headlessor directly for such additional
usage of electricity and fuel for heating, air conditioning and hot
water.
2. The Sublessor hereby covenants with the Sublessee as follows:
(a) to pay the rent reserved by and to perform and observe the covenants
on her part contained in the Headlease with respect to the Premises
as far as the same are not hereby required to be performed and
observed by the Sublessee; and
(b) to permit the Sublessee to peaceably and quietly enjoy the Premises
as long as the Sublessee pays the rent and performs the covenants
provided in this Sublease.
3. The Sublessor and the Sublessee hereby covenant and agree as follows:
(a) if the rent or any other payment hereby reserved or any part of it
is in arrears, or if the Sublessee does not fulfill any of its
covenants for 15 days the Sublessor may give to the Sublessee a
notice in writing requiring the Sublessee to remedy such default
within a period of 15 days from the date of service of such notice,
provided that if such default cannot reasonably be cured within 15
days, and if the Sublessee commences the remedy of such default
within a period of 15 days from the date of service of such notice
and thereafter diligently continues to prosecute the remedy of such
default and there does not appear, in the sole opinion of the
Sublessor, any risk of a forfeiture of the Headlease as a result of
such default, then the period for curing such default shall be the
period reasonably required to do so and if the Sublessee shall fail
to remedy such default within such time, then the current months
rent together with the rent for the last six (6) months shall
immediately become due and payable and the Sublessor may enter upon
and take possession of the Premises or any part thereof in the name
of the whole and the same repossess and enjoy as of its former
estate, and the term hereby granted shall thereupon cease and
determine;
(b) the Sublessor and the Sublessee shall well and truly observe and
fulfill the provisions and requirements of all Statutes,
Regulations, Bylaws, rules, Orders and Instructions, including those
of the Canada Labour Code and the Canadian Environmental Protection
Act, relating to the Premises and for greater certainty, but not so
as to restrict the generality of the foregoing, the Sublessee
covenants to faithfully observe all such requirements as may apply
with respect to electrical wiring and apparatus and fire protection
devices now installed or to be installed in and for the Premises;
(c) a waiver by the Sublessor of any breach of the Sublessee's covenants
hereunder shall not affect or prejudice Her respective rights in
respect of any future or other breach of covenant by the Sublessee;
(d) the Sublessee will indemnify the Sublessor and save Her harmless
from and against any and all claims, demands, actions, damages and
liabilities in connection with any personal injury, loss of life, or
damage to property arising out of the occupancy or use by the
Sublessee of the Premises, occasioned wholly or in part by any
negligent act or omission of the Sublessee;
(e) the Sublessee agrees not to suffer or permit any Builder's Lien to
attach to the Premises during the term for work, labour, services or
materials ordered by it or for the cost of which it may ob obligated
and that if any such lien shall attach or claim therefor shall be
filed, the Sublessee shall, within 20 days after receiving notice of
such lien or claim for lien procure the discharge thereof from the
title to the lands on which the Building is situated;
(f) the Sublessee shall at the Sublessee's expense, secure and maintain
through the term of this Sublease insurance contracts in a form, in
the amounts, and containing the terms and conditions, if any, set
out in Schedule "B" hereto, and to promptly furnish to the Sublessor
evidence, in a form satisfactory to the Sublessor, that the said
insurance contracts are in force and in compliance with the
provisions of Schedule "B" and in the event that the Sublessee fails
to insure as herein required, the Sublessor may, but shall not be
obligated to, effect such insurance for the benefit of the Sublessor
or the Sublessee, or both of them, for a period not exceeding one
year, and any premium paid by the Sublessor shall be recoverable
from the Sublessee on demand.
4. The Sublessee acknowledges and agrees that all obligations of the
Headlessor under the Headlease, including the obligation to supply
services shall continue to be the obligations
of the Headlessor in respect of the Premises. The Sublessee agrees that
the Sublessor shall not be responsible or obligated in respect thereof,
and that the Sublessor shall not be liable to the Sublessee for any
default or breach by the Headlessor in respect thereof, but the Sublessor
will, unless this Sublease is terminated, at the written request and the
sole expense of the Sublessee, take all steps necessary to enforce for the
benefit of the Sublessee the obligations of the Headlessor as aforesaid.
5. If the consent of the Headlessor must be obtained or the satisfaction or
waiver of any conditions must be met before the Sublessor may sublease the
Premises to the Sublessee, this sublease shall not be effective and shall
be deemed not to have been granted until all such consents have been
obtained and such conditions have been satisfied or waived.
6. The Sublessee shall not register this Sublease in any Land title Office
and the Sublessor shall not be obligated to deliver this sublease to the
Sublessee in registrable form.
7. The Sublessee acknowledges to and with the Sublessor that it has received
a copy of the executed Headlease and is familiar with the terms, covenants
and conditions contained therein.
8. This sublease may be modified only by a subsequent agreement in writing of
equal formality executed by the parties.
9. If any dispute or question shall arise between the parties hereto during
the term hereof, and any extension, as to any matter arising hereunder
which the parties are unable to resolve by agreement, the same shall be
determined by a Court of competent jurisdiction.
10. Time shall in all respects be of the essence in each and every of the
terms, covenants and conditions in this Sublease.
11. Whenever in this Sublease the context so requires or permits, the singular
number shall be read as if the plural was expressed and the masculine
gender as if the feminine or neuter, as the case may be, were expressed.
12. This Sublease shall enure to the benefit of and be binding upon the
parties hereto, their lawful heirs, executors, administrators, successors
and assigns.
13. As required by the Parliament of Canada Act it is an express condition of
this Sublease that no member of the House of Commons shall be admitted to
any share or part of this Sublease or to any benefit arising therefrom.
14. The Sublessor considers that the leasing information listed hereunder is
the type of government information that is normally available to the
general public and therefore, the Sublessor reserves the right to make
this information available to the general public, that is,
- the address of the Building
- the name and address of the Sublessee
- the commencement date of this Sublease
- the termination date
- the area of the Premises.
and the Sublessee agrees to the disclosure to the public of such information and
agrees not to object in any way whatsoever to the disclosure of such
information.
15. Any notice required to be given to any party shall be sufficiently given,
(a) in the case of the Sublessee, if personally served on the Sublessee
or if the Sublessee is a incorporated then on any officer or
executive of the Sublessee, or, if forwarded by registered mail,
addressed to:
ePost Innovations Inc.
c/o Xx. Xxxx Xxxxxxxxx
P.O. Box 633
Lions Bay, British Columbia
V0N 2E0
or to such other address as the Sublessee may from time to time
advise by notice in writing.
(b) in the case of the Sublessor, if personally served on the Regional
Manager of Property & Facilities Management Services or, if
forwarded by registered mail, addressed to:
Regional Manager of Property & Facilities Management Services
Public works and Government Services, Pacific Region
641 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
or to such other address as the Sublessee may from time to time
advise by notice in writing.
and any such notice, if forwarded by mail, whenever mailed, shall be deemed to
be served on the fifth business day next following the date it is so mailed.
16. The Sublessee shall deliver to the Sublessor Two (2) Letters of Credit in
forms acceptable to the Sublessor for a total amount of TWENTY-FOUR
THOUSAND DOLLARS ($24,000.00) as follows: firstly, a Letter of Credit in
the amount of TWELVE THOUSAND DOLLARS ($12,000.00) shall be deli vered
prior to possesiion of the
premises being granted to the Sublessee and secondly, a Letter of Credit
in the amount of TWELVE THOUSAND DOLLARS ($12,000.00) shall be delivered
to the Sublessor on or before February 28, 1998, with such Letters of
Credit to be applied against the last six (6) months rent due hereunder
being the period July 1, 1999 to December 30, 1999, or any rent becoming
due and payable as a result of the Sublessee's default hereunder.
IN WITNESS WHEREOF the parties hereto have executed this Sublease as of the day,
month and year first above written.
The Corporate Seal of
ePOST INNOVATIONS INC.
was hereunto affixed in the
presence of:
------------------------------
Authorized Signatory
(SEAL)
------------------------------
Authorized Signatory
HER MAJESTY THE QUEEN, in right
Canada as represented by the
Minister of Public Works and
Government Services:
-----------------------------------
Authorized Signatory
-----------------------------------
Authorized Signatory
8
SCHEDULE "B"
1. INSURANCE CONTRACTS
(1) This schedule describes the insurance contractrs which the Sublessee
shall secure and maintain at the Sublessee's expense throughout the
term of this Sublease.
(2) Each of the following insurance contracts to be provided by the
Sublessee shall
(a) be placed with a company approved by the Sublessor and
licensed under the laws of the Province or Territory of Canada
in which the lands upon which the Building is situated are
located and ordinarily engaged in the business of insuring
against the risks described, and
(b) include a provision requiring the insurer to give thirty days
prior written ntoice to the Sublessor before making any
material change in such insurance or termination or
cancellation thereof.
2. GENERAL LIABILITY POLICY
(1) The Sublessee shall at the Sublessee's expense, throughout the term
of this Sublease, secure and maintain public liability insurance
protecting and indemnifying the Sublessor and the Sublessee against
any claims for
(a) Personal injury,
(b) Bodily injury,
(c) Property damage on an "occurrence" basis, including loss of
use of property,
(d) Contingent Employer's Liability,
(e) Owner's Protective Liability,
(f) Contractual Liability assumed under this Lease,
(g) Cross Liability,
arising from any accident or occurrence in or upon the Premises, the
building or the lands upon which the Building is situated.
(2) The limit of liability shall be not less than $2,000,000 for
Personal Injury, Bodily Injury and Property Damage in any one
occurrence or series of occurrences arising out of one cause.
