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EXHIBIT 10.2
CLARICA
LEASE OF OFFICE SPACE
DATED: December 6, 0000
XXXXXXX
XXXXXXX LIFE INSURANCE COMPANY
Property Management Xxxxxx
00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxx
("Landlord")
AND
THE OBJECT PEOPLE INC.
("Tenant")
FOR PREMISES IN the building in Clarica Centre, Ottawa, known as 00 Xxxx Xxxxxx.
XXXXXXXX AND TENANT, in consideration of the covenants herein contained, hereby
covenant and agree as follows:
ARTICLE 1.00 DEFINITIONS
1.01 Definitions In this Lease:
(a) "Minimum Annual Rent" means the amount payable by Tenant to Landlord
in respect of each year of the Term under Article 4.01.
(b) "Article" means an article of this Lease.
(c) "Commencement Date" means the first day of the Term.
(d) "Exhibit A" means the plan(s) attached hereto as Exhibit A.
(e) "Exhibit B" means the provisions relating to Occupancy Costs and
other matters attached hereto as Exhibit B.
(f) "Exhibit C" means the Rules and Regulations attached hereto as
Exhibit C.
(g) "Exhibit D" means the Supplemental Terms and Conditions (if any)
attached hereto as Exhibit "D".
(h) "Fiscal Year" means a twelve month period (all or part of which falls
within the Term) from time to time determined by Landlord with
concurrence of the appropriate taxation authorities, at the end of
which Landlord's books are balanced for auditing or taxation purposes.
(i) "Goods and Services Tax" means all goods and services taxes, business
transfer, multi-stage sales, sales, use, consumption, value added or
other similar taxes of whatever name imposed upon the Landlord or the
Tenant, the Government of Canada or by any provincial or local
government.
(j) "Lease" means this Lease, Exhibits A, B, C and (if attached) D to
this Lease, and every properly executed instrument which by its terms
amends, modifies or supplements this Lease.
(k) "Occupancy Costs" means amounts payable by tenant to Landlord under
Article 4.02.
(l) "Other Charges" means amounts payable to Landlord under Article 4.03.
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(m) "Premises" means 27,962 rentable square feet, more or less, on the
13th floor of the Building as generally indicated on Exhibit A
provided that Landlord shall have the right to change the location of
the Premises to other comparable space in the Building, subject to
reimbursing Tenant for any and all expenses reasonably incurred by
Tenant in connection with such change including the cost of
reconstruction of its leasehold improvements.
(n) "Rent" means the aggregate of all amounts payable by Tenant to
Landlord under Articles 4.01, 4.02 and 4.03.
(o) "Term" means the period of time set out in Article 3.01.
ARTICLE 2.00 GRANT OF LEASE
2.01 GRANT Landlord hereby demises and leases the Premises to Tenant, and Tenant
hereby leases and accepts the Premises from Landlord, to have and to hold
during the Term, subject to the terms and conditions of this Lease.
2.02 QUIET ENJOYMENT Landlord covenants with Tenant, that Tenant, paying the
Rent hereby reserved and performing the covenants herein on Tenant's part
contained, shall and may peaceably possess and enjoy the Premises for the
Term, without any interruption or disturbance from Landlord, or any other
person or persons lawfully claiming by, from or under Landlord.
2.03 COVENANTS OF LANDLORD AND TENANT Landlord covenants to observe and perform
all of the terms and conditions to be observed and performed by Landlord
under this Lease. Tenant covenants to pay the Rent when due under this
Lease, and to observe and perform all of the terms and conditions to be
observed and performed by Tenant under this Lease.
ARTICLE 3.00 TERM AND POSSESSION
3.01 TERM Notwithstanding Articles 3.02 and 3.03, the Term of this Lease shall
be five (5) years, beginning on the first day of the month of April, 2000,
and ending on the last day of the month of March, 2005 unless terminated
earlier as provided in this Lease.
ARTICLE 4.00 RENT AND OCCUPANCY COSTS
4.01 MINIMUM ANNUAL RENT Tenant shall pay to Landlord as Annual Rent for the
Premises the sum of $503,316 in respect of each year of the Term, payable
in advance and without notice in monthly instalments of $41,943.00 each on
the Commencement Date and on the first day of each calendar month
thereafter during the Term.
4.02 OCCUPANCY COSTS Tenant shall pay to Landlord, at the times and in the
manner provided in Article 4.06, the Occupancy Costs determined under
Exhibit B. See Page TWO-A
4.03 OTHER CHARGES Tenant shall pay to Landlord, at the times and in the manner
provided in this Lease or, if not so provided, as reasonably required by
Landlord, all amounts (other than those payable under Articles 4.01 and
4.02) which are payable by Tenant to Landlord under this Lease.
4.04 PAYMENT OF RENT - GENERAL All amounts payable by Tenant to Landlord under
this Lease shall be deemed to be Rent and shall be payable and recoverable
as Rent in the manner herein provided, and Landlord shall have all rights
against Tenant for default in any such payment as in the case of arrears of
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ARTICLE 4.02 - OCCUPANCY COSTS
4.02 (a) The Lease will be completely net to the Landlord, and Tenant shall
also pay, as Occupancy Costs, its proportionate share of the
operating costs and real estate taxes for the Building as outlined
in Exhibit "B" of this Lease; which estimated costs for 1999 are
$15.15 per square foot of rentable area of the Premises.
(b) Tenant will pay its share of the Occupancy Costs from the
Commencement Date in equal, consecutive monthly installments, in
advance on the first day of each and every month throughout the term
of the lease.
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rent. Rent shall be paid to Landlord, without deduction or set-off, in
lawful money of Canada, at the address of Landlord as set forth at the
beginning of this Lease, or to such other person or at such other address
as Landlord may from time to time designate. Tenant's obligation to pay
Rent in arrears shall survive the expiration or earlier termination of
this Lease.
4.05 MINIMUM ANNUAL RENT - EARLY TERMINATION If the Term ends on a day other
than the last day of a calendar month, the installment of Annual Rent
payable on the first day of the last calendar month of the Term shall be
that proportion of the Annual Rent which the number of days from the first
day of such last calendar month to the last day of the Term bears to 365,
or if such number of days includes the 29th day of February, 366.
4.06 PAYMENT - OCCUPANCY COSTS
(a) Prior to the Commencement Date and the beginning of each Fiscal Year
thereafter, Landlord shall compute and deliver to Tenant a
reasonable estimate of Occupancy Costs for the Appropriate Fiscal
Year and without further notice Tenant shall pay to Landlord in
monthly installments one-twelfth of such estimate simultaneously
with Tenant's Payments of Annual Rent during such Fiscal Year.
(b) 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 written statement (the "Statement") setting out
in reasonable detail the amount of Occupancy Costs for such Fiscal
Year and certified to be correct by an officer of Landlord. If the
aggregate of monthly installments of Occupancy Costs actually paid
by Tenant to Landlord during such Fiscal Year differs from the
amount of Occupancy Costs payable for such Fiscal Year under Article
4.02, Tenant shall pay or Landlord shall refund the difference (as
the case may be) without interest within 30 days after the date of
delivery of the Statement.
(c) If Landlord and Tenant disagree on the amount of Occupancy Costs as
set forth in the Statement, Tenant shall nevertheless make payment
in accordance therewith, but the disagreement shall immediately be
referred by Landlord for prompt decision by Landlord's external
auditors, whose decision shall be final and binding on both Landlord
and Tenant. Any adjustment required to any previous payment made by
Tenant or Landlord by reason of any such decision shall be made
within 14 days thereof, and the party required to make payment under
such adjustment shall bear the costs of the auditors making such
decision.
(d) Neither party may claim a re-adjustment in respect of Occupancy
Costs for a Fiscal Year if based upon any error of computation or
allocation except by notice delivered to the other party within six
months after the delivery of the Statement.
ARTICLE 5.00 USE OF PREMISES
5.01 USE The Premises shall be used and occupied only as business offices and
classrooms for corporate software training or for such other purpose as
Landlord may specifically approve.
5.02 COMPLIANCE WITH LAWS The Premises shall be used and occupied in a safe,
careful and proper manner so as not to contravene any present or future
governmental or quasi-governmental laws, regulations or orders. If due
solely to Tenant's use of the Premises, improvements are necessary to
comply with any of the foregoing or with the requirements of insurance
carriers, Tenant shall pay the entire cost thereof.
5.03 ABANDONMENT Tenant shall not vacate or abandon the Premises at any time
during the Term without Landlord's consent.
5.04 NUISANCE 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 undue vibration, heat or noise.
ARTICLE 6.00 SERVICES, MAINTENANCE, REPAIR AND ALTERATIONS BY LANDLORD
6.01 OPERATION OF BUILDING During the Term Landlord shall operate and
maintain the Building in accordance with all applicable laws and
regulations with standards from time to time prevailing for first-class
office buildings in the area in which the Building is located and, subject
to participation by Tenant by payment of Occupancy Costs under Article
4.02, shall provide the services set out in Articles 6.02 and 6.03.
6.02 SERVICES TO PREMISES Landlord shall provide in the Premises:
(a) heat, ventilation and cooling as required for the comfortable use
and occupancy of the Premises during normal business hours.
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(b) janitor services, including window washing, as reasonably
required to keep the premises in a clean and wholesome
condition, provided that Tenant shall leave the Premises in a
reasonably tidy condition at the end of each business day,
(c) electric power for normal lighting and small business office
equipment (but not equipment using amounts of power
disproportionate to that used by other tenants in the Building),
(d) replacement of Building Standard fluorescent tubes, light bulbs
and ballasts as required from time to time as a result of normal
usage, and
(e) maintenance, repair and replacement as set out in Article 6.04.
6.03 BUILDING SERVICES Landlord shall provide in the Building:
(a) domestic running water and necessary supplies in washrooms
sufficient for the normal use thereof by occupants in the
Building,
(b) access to and egress from the Premises, including elevator
service,
(c) (i) during normal business hours, heat, ventilation and
cooling in those areas of the Building from time to time
designated by Landlord for use by Tenant in common with
all tenants and other persons in the Building but under
the exclusive control of Landlord, and
(ii) lighting, electric power and domestic running water in
those areas of the Building from time to time designated
by Landlord for use by Tenant in common with all tenants
and other persons in the Building but under the
exclusive control of Landlord,
(d) a general directory board on which Tenant shall be entitled to
have its name shown, provided that Landlord shall have exclusive
control thereof and of the space thereon to be allocated to each
tenant, and
(e) maintenance, repair and replacement as set out in Article 6.04.
6.04 MAINTENANCE, REPAIR AND REPLACEMENT Landlord shall operate,
maintain, repair and replace the systems, facilities and equipment
necessary for the proper operation of the Building and for provision of
Landlord's services under Articles 6.02 and 6.03 (except as such may be
installed by or be the property of Tenant), and shall be responsible for
and shall expeditiously maintain and repair the foundations, structure
and roof of the Building and repair damage to the Building which
Landlord is obligated to insure against under Article 9.00, 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) 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,
(c) Landlord shall use reasonable diligence in carrying out its
obligations under this Article 6.04, but shall not be liable
under any circumstances for any consequential damage to any
person or property for any failure to do so,
(d) no reduction or discontinuance of such services under this
Article 6.04(a) or (b) shall be construed as an eviction of
Tenant or (except as specifically provided in this Lease)
release Tenant from any obligation of Tenant under this Lease,
and
(e) nothing contained herein shall derogate from the provisions of
Article 16.00.
6.05 ADDITIONAL SERVICES
(a) If from time to time requested by Tenant and 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 Article 6.02,
provided that Tenant shall within ten days of receipt of any
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 consent install 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. Landlord may install supplementary air
conditioning units, facilities or services in the Premises, or
modify its air conditioning system, as may in Landlord's
reasonably opinion be required to maintain proper temperature
levels, and Tenant shall pay Landlord within ten days of receipt
of any invoice for the cost thereof, including installation,
operation and maintenance expense.
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(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 disproportionate to the use of other tenants,
Landlord may separately charge Tenant for the excess costs
attributable to such disproportionate use. At Landlord's request,
Tenant shall install and maintain at Tenant's expense, metering
devices for checking the use of any such utility or service in
the Premises.
6.06 ALTERATIONS BY LANDLORD. Landlord may from time to time:
(a) make repairs, replacements, changes or additions to the
structure, systems, facilities and equipment in the Premises
where necessary to serve the Premises or other parts of the
Building,
(b) make changes in or additions to any part of the Building not in
or forming part of the Premises, and
(c) change or alter the location of those areas of the Building from
time to time designated by Landlord for use during normal
business hours by Tenant in common with all tenants and other
persons in the Building but under the exclusive control of
Landlord,
provided that in doing so Landlord shall not disturb or interfere with
Tenant's use of the Premises and operations of its business any more
than is reasonably necessary in the circumstances and shall repair any
damage to the Premises caused hereby.
6.07 ACCESS BY LANDLORD. Tenant shall permit Landlord to enter the Premises
outside normal business hours, and during normal business hours where
such will not unreasonably disturb or interfere with Tenant's use of
the Premises and operations 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 Building. Landlord shall whenever reasonably possible consult
with or give reasonable notice to Tenant prior to such entry, but no
such entry shall constitute an eviction or entitle Tenant to any
abatement of Rent.
6.08 ENERGY, CONSERVATION AND SECURITY POLICIES. 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.
ARTICLE 7.00 MAINTENANCE, REPAIR, ALTERATIONS AND IMPROVEMENTS BY TENANT
7.01 CONDITIONS OF PREMISES. Except to the extent that Landlord is
specifically responsible therefor under this Lease, Tenant shall
maintain the Premises and all improvements therein in good order and
condition, including:
(a) repainting and redecorating the Premises and cleaning drapes and
carpets at reasonable intervals as needed, and
(b) making repairs, replacements and alterations as needed, including
those necessary to comply with the requirements of any
governmental or quasi-governmental authority having jurisdiction.
7.02 FAILURE TO MAINTAIN PREMISES. If Tenant fails to perform any
obligation under Article 7.01, then on not less than ten days notice
to Tenant Landlord may enter the Premises and perform such obligations
without liability to Tenant for any loss or damage to Tenant thereby
incurred, and Tenant shall pay Landlord the cost thereof, plus 20% of
such cost for overhead and supervision, within ten days of receipt of
Landlord's invoice therefor.
7.03 ALTERATIONS BY TENANT. Tenant may from time to time at its own expense
make changes, additions and improvements in the Premises to better
adapt the same to its business, provided that any such change,
addition or improvement shall:
(a) comply with the requirements of any governmental or
quasi-governmental authority having jurisdiction,
(b) be made only with the prior consent of Landlord,
(c) equal or exceed the then current standard for the Building, and
(d) be carried out only by persons selected by Tenant and approved by
Landlord, who shall if required by Landlord deliver to Landlord
before commencement of the work performance and payment bonds as
well as proof of workers' compensation and public liability and
property damage insurance coverage.
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with Landlord named as an additional insured, in amounts, with
companies, and in form reasonably satisfactory to Landlord, which
shall remain in effect during the entire period in which the work
will be carried out.
Any increase in property taxes on or fire or casualty insurance
premiums for the Building attributable to such change, addition or
improvement shall be borne by Tenant.
7.04 TRADE FIXTURES AND PERSONAL PROPERTY Tenant may install in the
Premises its usual trade fixtures and personal property in a proper
manner, provided that no such installation shall interfere with or
damage the mechanical or electrical systems of the structure of the
Building. If Tenant is not then in default hereunder, trade fixtures
and personal property installed in the Premises by Tenant may be
removed from the Premises:
(a) 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
(b) during a reasonable period prior to the expiration of the Term.
provided that Tenant promptly repairs at its own expense any damage
to the Premises resulting from such installation or removal.
7.05 CONSTRUCTION LIENS Tenant shall pay before delinquency all costs
for work done or caused to done by Tenant in the Premises which could
result in any lien or encumbrance on Landlord's interest in the Land
or Building or any part thereof, shall keep the title to the Land and
Building and every part thereof free and clear of any lien or
encumbrance in respect of such work, and shall indemnify and hold
harmless Landlord against any claim, loss, cost, demand and legal or
other expense, whether in respect of any lien or otherwise, arising
out of the supply of material, services or labour for such work.
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 Land or Building or any
part thereof, and shall cause the same to be removed within five days
(or such additional time as Landlord may approve), failing which
Landlord may take such action as Landlord deems necessary to remove
the same and the entire cost thereof shall be immediately due and
payable by Tenant to Landlord.
7.06 SIGNS Any sign, 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
signs for tenants in the Building as prescribed by Landlord. Tenant
shall not inscribe or affix any sign, lettering or design in the
Premises or Building which is visible from the exterior of the
Building.
ARTICLE 8.00 TAXES
8.01 LANDLORD'S TAXES Landlord shall pay before delinquency (subject to
participation by Tenant by payment of Occupancy Costs under Article
4.02) every real estate tax, assessment, licence fee and other
charge, excepting Tenant's Taxes under Article 8.02, 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 upon or on account of the Land or Building.
8.02 TENANT'S TAXES Tenant shall pay before delinquency every tax,
assessment, licence fee, excise fee and other charge, 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 upon or on account of:
(a) operations at, occupancy of, or conduct of business in or from
the Premises by or with the permission of Tenant.
(b) fixtures or personal property in the Premises which do not
belong to the Landlord, and
(c) the Rent paid or payable by Tenant to Landlord for the Premises
or for the use and occupancy of all or any part thereof if levied
upon and payable by Tenant:
provided that if Landlord so elects by notice to Tenant, Tenant shall
add any amounts payable under this Article 8.02 to the monthly
installments of Annual rent payable under Article 4.01 and Landlord
shall remit such amounts to the appropriate authorities.
8.03 RIGHT TO CONTEST Landlord and Tenant shall each have the right to
contest in good faith the validity or amount of any tax, assessment,
licence fee, excise fee or other charge which it is responsible to
pay under this Article 8.00, provided that no contest by Tenant may
involve the possibility of forfeiture, sale or disturbance of
Landlord's interest in the Premises 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.
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ARTICLE 9.00 INSURANCE
9.01 LANDLORD'S INSURANCE. During the Term, Landlord shall maintain at its
own expense (subject to participation by Tenant by payment of Occupancy
Costs under Article 4.02) liability insurance, fire insurance with
extended coverage, boiler and pressure vessel insurance, and other
insurance on the Building and all property and interest of Landlord in
the Building with coverage and in amounts not less than those which are
from time to time acceptable to a prudent owner in the area in which the
Building is located. Policies for such insurance shall waive, to the
extent available from Landlord's carrier(s) without additional charge,
any right of subrogation against Tenant.
9.02 TENANT'S INSURANCE. During the Term, Tenant shall maintain at its own
expense:
(a) fire insurance with extended coverage and water damage insurance in
amounts sufficient to fully cover Tenant's improvements and all
property in the Premises which is not owned by Landlord, and
(b) liability insurance, with Landlord named as an additional insured,
against claims for death, personal injury and property damage in or
about the Premises, in amounts which are from time to time
acceptable to a prudent tenant in the community in which the
Building is located, but not less than $1,000,000 for death,
illness or injury to one or more persons, and $1,000,000 for
property damage, in respect of each occurrence.
Policies for such insurance shall be in a form and with an insurer
reasonably acceptable to Landlord, shall require at least fifteen days'
written notice to Landlord of termination or material alteration during
the Term, and shall waive, to the extent available, any right of
subrogation against Landlord. If requested by Landlord, Tenant shall
from time to time promptly deliver to Landlord certified copies or
certificates of such policies, and evidence satisfactory to Landlord
that all premiums thereon have been paid and the policies are in full
force and effect.
ARTICLE 10.00 INJURY TO PERSON OR PROPERTY
10.01 INDEMNITY BY TENANT. Tenant shall indemnify and hold harmless Landlord
from and against every demand, claim, cause of action, judgment and
expense, and all loss and damage arising from:
(a) any injury or damage to the person or property of Tenant, any other
tenant in the Building or to any other person rightfully in the
Building, where the injury or damage is caused by negligence or
misconduct of Tenant, its agents, servants or employees, or of any
other person entering upon the Premises under express or implied
invitation of Tenant, or results from the violation of any law,
ordinance or governmental order of any kind or of any provision of
this Lease by any of the foregoing.
(b) any loss or damage, however caused, to books, records, files,
money, securities, negotiable instruments or papers in or about the
Premises.
(c) any loss or damage resulting from interference with or obstruction
of deliveries to or from the Premises, and
(d) any injury or damage not specified above to the person or property
of Tenant, its agents, servants or employees, or any other person
entering upon the Premises under express or implied invitation of
Tenant, where the injury or damage is caused by any reason other
than the negligence or misconduct of Landlord, its agents,
servants, or employees.
10.02 SUBROGATION. The provisions of this Article 10.00 are subject to the
waiver of any right of subrogation against Tenant in Landlord's
Insurance under Article 9.01 and to the waiver of any right of
subrogation against Landlord in Tenant's Insurance under Article 9.02 to
the extent of the insurance proceeds.
ARTICLE 11.00 ASSIGNMENT AND SUBLETTING
11.01 ASSIGNMENT. Tenant may assign this lease:
(a) to an assignee who is a purchaser of all or substantially all of
the business of the 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, or
(b) with Landlord's prior consent and subject to Article 11.03, to any
other assignee.
11.02 SUBLEASING. Tenant, with Landlord's prior consent and subject to Article
11.03, may sublet all or any part of the Premises.
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11.03 FIRST OFFER TO LANDLORD If Tenant receives a bona fide arms' length
offer from a proposed assignee to take an assignment of this Lease
which Tenant wishes to accept, Tenant shall first deliver a copy
thereof to Landlord together with an offer to surrender this Lease to
Landlord on the same terms and conditions as those offered by such
proposed assignee. If Tenant receives a bona fide arms' length offer
from a proposed sublessee to sublet all or part of the Premises which
Tenant wishes to accept, Tenant shall first deliver a copy thereof to
Landlord together with an offer to sublet the Premises or part thereof
(as the case may be) to Landlord on the same terms and conditions as
those offered by such proposed sublessee. Any such offer to Landlord
shall be deemed to have been rejected unless, within ten business days
after receipt thereof, Landlord delivers to Tenant a notice of
acceptance thereof. If any such offer to Landlord is rejected or
deemed to have been rejected, Tenant may, with the consent of
Landlord, assign this Lease to such proposed assignee or sublet the
Premises or part thereof to such proposed sublessee (as the case may
be) but only on the terms and conditions offered to Landlord.
11.04 LIMITATION Except as specifically provided in this Article 11.00,
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 or effect. 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 absolute discretion.
11.05 TENANT'S OBLIGATIONS CONTINUE No assignment, transfer or subletting
(or use or occupation of the Premises by any other person) which is
permitted under this Article 11.00 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.
11.06 SUBSEQUENT ASSIGNMENTS 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 consent to any subsequent
assignment, transfer, subletting, use or occupation.
ARTICLE 12.00 SURRENDER
12.01 POSSESSION Upon the expiration or other termination of the Term,
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 under Article 9.01. Upon such
surrender, all right, title and interest of Tenant in the Premises
shall cease.
12.02 TRADE FIXTURES, PERSONAL PROPERTY AND IMPROVEMENTS Subject to
Tenant's rights under Article 7.04, after the expiration or other
termination of the Term all of Tenant's trade fixtures, personal
property and improvements remaining in the Premises shall be deemed
conclusively to have been 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 to Landlord on demand all costs incurred by Landlord in
connection therewith.
12.03 MERGER The voluntary or other surrender of this Lease by Tenant or
the cancellation of this Lease by mutual agreement of Tenant and
Landlord shall not work a merger, and shall at Landlord's option
terminate all or any subleases and subtenancies or operates as an
assignment to Landlord of all or any subleases or subtenancies.
Landlord's option hereunder shall be exercised by notice to Tenant and
all known sublessees or subtenants in the Premises or any part
thereof.
12.04 PAYMENT AFTER TERMINATION No payment of money by Tenant to Landlord
after the expiration or other termination of the Term or after the
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 judgment granting Landlord possession of the Premises,
Landlord may receive and collect any sums of Rent due under this
Lease, and the payment thereof shall not make ineffective any notice,
or in any manner affect any pending suit or any judgment theretofore
obtained.
ARTICLE 13.00 HOLDING OVER
13.01 MONTH-TO-MONTH TENANCY If with Landlord's consent Tenant remains in
possession of the Premises after the expiration or other termination
of the Term except pursuant to any right to extend the Term, Tenant
shall be deemed to be occupying the Premises on a month-to-month
tenancy only, at a monthly
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rental equal to the Rent as determined in accordance with Article 4.00
or such other rental as is stated in such consent, and such
month-to-month tenancy may be terminated by Landlord or Tenant on the
last day of any calendar month by delivery of at least 30 days' advance
notice of termination to the other.
13.02 TENANCY AT SUFFERANCE If without Landlord's consent Tenant remains in
possession of the Premises after the expiration or other termination of
the Term, Tenant shall be deemed to be occupying the Premises upon a
tenancy at sufferance only, at a monthly rental equal to two times the
Rent determined in accordance with Article 4.00. Such tenancy at
sufferance may be terminated by Landlord at any time by notice of
termination to Tenant, and by Tenant on the last day of any calendar
month by at least 30 days' advance notice of termination to Landlord.
13.03 GENERAL Any month-to-month tenancy or tenancy at sufferance hereunder
shall be subject to all other terms and conditions of this Lease except
any right to extend the Term and nothing contained in this Article
13.00 shall be construed to limit or impair any of Landlord's rights of
re-entry or eviction or constitute a waiver thereof.
ARTICLE 14.00 RULES AND REGULATIONS
14.01 PURPOSE The Rules and Regulations in Exhibit C have been adopted by
Landlord for the safety, care and cleanliness of the Building and the
safety, benefit and convenience of all tenants and other persons
therein.
14.02 OBSERVANCE Tenant shall at all times comply with, and shall cause its
employees, agents, licensees and invitees to comply with, the Rules and
Regulations from time to time in effect.
14.03 MODIFICATION Landlord may from time to time, for the purposes set out
in Article 14.01, amend, delete from, or add to the Rules and
Regulations, provided that any such modification:
(a) shall not be repugnant to any other provision of this Lease.
(b) shall be reasonable and have general application to all tenants in
the Building, and
(c) shall be effective only upon delivery of a copy thereof to Tenant
at the Premises.
14.04 NON-COMPLIANCE Landlord shall use its best efforts 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 15.00 EXPROPRIATION
15.01 TAKING OF BUILDING OR PREMISES If during the Term all of the Building
or all of the Premises shall be taken for any public or quasi-public
use under any power of expropriation, or purchased under threat of such
taking, this Lease shall terminate on the date on which the
expropriating authority takes possession of the Building or the
Premises, as the case may be, (herein called the "date of taking").
15.02 PARTIAL TAKING OF BUILDING OR PREMISES If during the Term only part of
the Building or the Premises is taken or purchased as set out in
Article 15.01, then
(a) If in the reasonable opinion of Landlord a 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
Tenant at least 30 days' notice of such termination, and
(b) if more than one-third of the number of Square Feet in the Premises
is included in such taking or purchase, Landlord and Tenant shall
each have the right to terminate this Lease by giving the other at
least 30 days' notice thereof.
If either party exercises its right of termination hereunder, this
Lease shall terminate on the date stated in the first such notice,
provided, however, that no termination pursuant to notice hereunder may
occur later than the date of taking.
15.03 SURRENDER On any date of termination under Article 15.01 or 15.02,
Tenant shall immediately surrender to Landlord the Premises and all
interests therein under this Lease and Landlord may re-enter and take
possession of the Premises and remove Tenant therefrom, and the Rent
shall xxxxx on the date of termination. After the notice of such
termination, and on notice from Landlord stating the Rent payable to
the effective date thereof, Tenant shall forthwith pay Landlord such
Rent.
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15.04 PARTIAL TAKING OF PREMISES If any portion of the Premises (but less
than the whole thereof) is so taken or purchased, and no right of
termination herein conferred is exercised within the time limited
therefor, the Term of this Lease shall expire with respect to such
portion on the date of taking. In such event the Rent payable hereunder
with respect to such portion shall xxxxx on such date, and the Rent
thereafter payable with respect to the remainder shall be adjusted pro
rata by Landlord to account for the resulting reduction in the number of
Square Feet in the Premises.
15.05 AWARDS Upon any such taking or purchase, Landlord shall be entitled to
receive and retain the entire award or consideration for the affected
land 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 of the Lease, or for costs of removal or
relocation, or business interruption expense of any other damage arising
out of such taking or purchase. Nothing herein shall give Landlord any
interest in or preclude Tenant from seeking and recovering on its own
account from the expropriating authority any award or compensation
attributable to the taking or purchase of Tenant's improvements,
chattels or trade fixtures, or the removal or relocation of its business
and effects, or the interruption of its business. If any such 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 16.00 DAMAGE BY FIRE OR OTHER CASUALTY
16.01 LIMITED DAMAGE TO PREMISES If all or part of the Premises are rendered
untenantable by damage from fire or other casualty which, in the
reasonable opinion of an architect acceptable to Landlord and Tenant,
can be substantially repaired under applicable laws and governmental
regulations within 180 days from the date of such casualty (employing
normal construction methods without overtime or other premium).
Landlord shall forthwith at its own expense repair such damage other
than damage to improvements, furniture, chattels or trade fixtures which
do not belong to Landlord.
16.02 MAJOR DAMAGE TO PREMISES If all or part of the Premises are rendered
untenantable by damage from fire or other casualty which, in the
reasonable opinion of an architect acceptable to Landlord and Tenant,
cannot be substantially repaired under applicable laws and governmental
regulations within 180 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
days after receipt of such Architect's opinion, failing which Landlord
shall forthwith at its own expense repair such damage other than damage
to improvements, furniture, chattels or trade fixtures which do not
belong to Landlord.
16.03 ABATEMENT If Landlord is required to repair damage to all or part of
the Premises under Article 16.01 or 16.02 the Rent payable by Tenant
hereunder shall be proportionately reduced to the extent that, by the
circumstances referred to in Article 16.01 or 16.02, the Premises are
rendered unusable by Tenant in its business, from the date of such
casualty until five days after completion by Landlord of the repairs to
the Premises (or the part thereof rendered untenantable) or until Tenant
again uses the Premises (or the part thereof rendered untenantable) in
its business, whichever first occurs.
16.04 MAJOR DAMAGE TO BUILDING If all or a substantial part (whether or not
including the Premises) of the Building is rendered untenantable by
damage from fire or other casualty to such a material extent that in the
reasonable opinion of Landlord the Building must 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 on 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.
16.05 LIMITATION ON LANDLORD'S LIABILITY Except as specifically provided in
this Article 16.00, there shall be no reduction of Rent and Landlord
shall 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 or the
Premises. Notwithstanding anything contained herein, Rent payable by
Tenant hereunder shall not be abated if the damage is caused by any act
or omission of Tenant, its agents, servants or employees.
ARTICLE 17.00 TRANSFERS BY LANDLORD
17.01 SALE, CONVEYANCE AND ASSIGNMENT Nothing in this Lease shall restrict
the right of Landlord to sell, convey, assign or otherwise deal with the
Building, subject only to the rights of Tenant under this Lease.
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17.02 EFFECT OF SALE, CONVEYANCE OR ASSIGNMENT A bona fide, arms' length
conveyance, assignment or other transfer of the Building to any person
(herein called "Purchaser") shall operate to release Landlord from
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 thereafter look solely to Landlord's successor in
interest in and to this Lease. This Lease shall not be affected by any
such conveyance, assignment or other transfer and, subject to Article
17.05, Tenant shall attorn to Landlord's successor in interest
thereunder.
17.03 SUBORDINATION This Lease is and shall be subject and subordinate in
all respects to any and all mortgages and deeds of trust now or
hereafter placed on the Building or Land, and to all renewals,
modifications, consolidations, replacements and extensions thereof.
17.04 ATTORNMENT Subject to Article 17.05, if the interest of Landlord is
transferred to any Purchaser by reason of foreclosure or other
proceedings for enforcement of any such mortgage or deed of trust, or
by delivery of a deed in lieu of such foreclosure or other proceedings,
Tenant shall immediately and automatically attorn to Purchaser.
17.05 NONDISTURBANCE No attornment by Tenant under Article 17.02 or 17.04
shall be effective unless, before the date of transfer to Purchaser,
Purchaser delivers to Tenant an undertaking, binding upon Purchaser and
enforceable by and for the benefit of Tenant under applicable law, that
this Lease and Tenant's rights hereunder shall continue undisturbed
while Tenant is not in default hereunder.
17.06 EFFECT OF ATTORNMENT Upon attornment under Article 17.02 or 17.04 this
Lease shall continue in full force and effect as a direct lease between
Purchaser and Tenant, upon all of the terms, conditions and covenants
set forth in this Lease except that, after such attornment, Purchaser
shall not be:
(a) liable for any act or omission of Landlord, or
(b) subject to any offsets or defences which Tenant might have against
Landlord, or
(c) bound by any prepayment by Tenant of more than one month's
installment of Rent, unless such prepayment shall have been
approved in writing by Purchaser.
17.07 EXECUTION OF INSTRUMENTS The subordination and attornment provisions
of this Article 17.00 shall be self-operating and except as set out in
Article 17.05 no further instrument shall be required. Nevertheless
Tenant, on request by and without cost to Landlord or any successor in
interest, shall execute and deliver any and all instruments further
evidencing such subordination and (where applicable hereunder)
attornment.
ARTICLE 18.00 NOTICES, ACKNOWLEDGEMENTS, AUTHORITIES FOR ACTION
18.01 NOTICES Any notice, offer, consent, approval, request, demand,
designation, undertaking or election (herein called a "notice") from
one party to the other hereunder shall be in writing and shall be
deemed duly served if delivered personally to a responsible employee of
the party being served, or if mailed by registered or certified mail
addressed to Tenant at the Premises (whether or not Tenant has departed
from, vacated or abandoned the same) 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 personal delivery or, if
mailed, on the date of its receipt as shown on the official
Acknowledgement of Receipt form received by the party who mailed such
notice. Either party shall have the right to designate by notice, in
the manner above set forth, a different address to which notices are to
be mailed.
18.02 ACKNOWLEDGEMENTS Each of the parties hereto shall at any time and from
time to time upon not less than 21 days prior notice from the other
execute, acknowledge and deliver a written statement certifying that:
(a) this Lease is in full force and effect, subject only to such
modifications (if any) as may be set out therein,
(b) Tenant is in possession of the Premisses and paying Rent as
provided in this Lease,
(c) the date (if any) to which Rent is paid in advance, and
(d) that there is not, to such party's knowledge, any uncured default
on the part of the other party hereunder, or specifying the
defaults if any are claimed.
Any such statement may be relied upon by any prospective transferee or
encumbrancer of all or any portion of the Building, or any assignee of
any such person. If Tenant fails to deliver such statement within the
said period of 21 days Tenant shall be deemed to have acknowledged that
this Lease is in full force and effect.
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without modification except as may be represented by Landlord, and
that there is no uncured default in Landlord's performance.
18.03 AUTHORITIES FOR ACTION Landlord may act in any matter provided for
herein by its Property manager and any other person who shall from
time to time be designated by Landlord by notice to Tenant. Tenant
shall designate in writing one or more persons to act on its behalf in
any matter provided for herein and may from time to time change, by
notice to Landlord, such designation. In the absence of any such
designation, the person or persons executing this Lease for Tenant
shall be deemed to be authorized to act on behalf of Tenant in any
matter provided for herein.
ARTICLE 19.00 DEFAULT
19.01 INTEREST AND COSTS Tenant shall pay monthly to Landlord interest at
the rate per annum (calculated monthly not in advance) which is equal
to the minimum commercial lending rate offered to its customers from
time to time by the Canadian chartered bank with which Landlord
conducts its banking business, plus three percent (3%) per annum, on
all Rent required to be paid hereunder from the due date for payment
thereof until the same is fully paid and satisfied. Tenant shall
indemnify Landlord against all costs and charges (including legal
fees) lawfully and reasonably incurred in enforcing payment thereof,
and in obtaining possession of the Premises after default of Tenant or
upon the expiration or earlier termination of the Term of this Lease,
or in enforcing any covenant, proviso or agreement of Tenant herein
contained.
19.02 RIGHT OF LANDLORD TO PERFORM COVENANTS All covenants and agreements
to be performed by Tenant under any of the terms of this Lease shall
be performed by Tenant, at Tenant's sole cost and expense, and 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, Landlord may (but shall not
be obligated to) perform such act without waiving or releasing Tenant
from any of its obligations relating thereto. All sums paid and costs
incurred by Landlord in so performing such acts under this Article
19.02, together with interest thereon at the rate referred to in
Article 19.01 from the date each such payment was made or each such
cost incurred by Landlord, shall be payable by Tenant to Landlord on
demand.
19.03 EVENTS OF DEFAULT If and whenever:
(a) part or all of the Rent hereby reserved is not paid when due, and
such default continues for seven days after notice thereof is
given by Landlord to Tenant, or
(b) Tenant shall make any assignment for the benefit of creditors
which shall not be cancelled or annulled within sixty (60) days,
or shall have a receiving order made against it whether in
bankruptcy or otherwise which shall not be cancelled or annulled
within sixty (60) days, or if Tenant shall file a proposal for
the benefit of its creditors, or if the Term hereby granted shall
be at any time seized or taken in execution or attachment by any
creditor of Tenant and not released within sixty (60) days, or
(c) Tenant moves or commences, attempts or threatens to move its
goods, chattels and equipment out of the Premises (other than in
the normal course of its business) or ceases to conduct business
from the Premises, or
(d) Tenant fails to observe, perform and keep each and every one of
the covenants, agreements, provisions, stipulations and
conditions herein contained 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, Tenant fails to commence
rectification within the 10 day notice period and to thereafter
promptly and effectively and continuously proceed 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 or
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 trade fixtures 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 and may apply the proceeds thereof to all Rent and other
payments to which Landlord is then entitled under this Lease. Any such
sale may be effected in the discretion of 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 Tenant's property is disposed of as
provided in this Article 19.03, 10 days prior notice to Tenant of
disposition shall be deemed to be reasonable.
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19.04 WAIVER OF EXEMPTION AND REDEMPTION Notwithstanding anything contained
in any statute now or hereafter in force limiting or abrogating the
right of distress, none of Tenant's goods, chattels or trade fixtures
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 on distress being
made by Landlord this agreement may be pleaded as an estoppel against
Tenant in any action brought to test the right to the levying upon any
such goods 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.
Tenant hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Tenant
being evicted or dispossessed 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 terms or conditions of this Lease or
otherwise.
19.05 SURRENDER If and whenever Landlord is entitled to and does re-enter,
Landlord may terminate this Lease by giving notice thereof, and in
such event Tenant shall forthwith vacate and surrender the Premises.
19.06 PAYMENTS If Landlord shall re-enter pursuant to Article 19.03 or if
this Lease shall be terminated pursuant to Article 19.05, 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 rent as herein provided, and
(b) all expenses incurred by Landlord in performing any of Tenant's
obligations under this Lease, re-entering or terminating and
re-letting, collecting sums due or payable by Tenant, realizing
upon assets seized (including brokerage, legal fees and
disbursements), and the expense of keeping the Premises in good
order, repairing the same and preparing them for re-letting, and
(c) as damages for the loss of income of Landlord expected to be
derived from the Premises, the amount (if any) by 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 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; Rent and rental value
being reduced to present worth at an assumed interest rate of
10% on the basis of Landlord's estimates and assumptions of fact
which shall govern unless shown to be erroneous.
19.07 REMEDIES CUMULATIVE No reference to or exercise of any specific
right or remedy by Landlord shall prejudice or preclude Landlord from
exercising or invoking any other remedy in respect thereof, whether
allowed at law or in equity or expressly provided for herein. No such
remedy shall be exclusive or dependent upon any other such remedy,
but Landlord may from time to time exercise any one or more of such
remedies independently or in combination.
ARTICLE 20.00 MISCELLANEOUS
20.01 RELATIONSHIP OF PARTIES Nothing contained in this Lease shall create
any relationship between the parties hereto other than that of
landlord and tenant, 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.
20.02 CONSENT NOT UNREASONABLY WITHHELD Except as otherwise specifically
provided, whenever consent or approval of Landlord or Tenant is
required under the terms of this Lease, such consent or approval
shall not be unreasonably withheld or delayed. Tenant's sole remedy
if Landlord unreasonably withholds or delays consent or approval
shall be an action for specific performance, and Landlord shall not
be liable for damages. If either party withholds any consent or
approval, such party shall on request deliver to the other party a
written statement giving the reasons therefor.
20.03 NAME OF BUILDING Landlord shall have the right, after 30 days notice
to Tenant, to change the name, number or designation of the Building,
without liability to Tenant.
20.04 APPLICABLE LAW AND CONSTRUCTION This Lease shall be governed by and
construed under the laws of the Province of Ontario, and its
provisions shall be construed as a whole according to their common
meaning and not strictly for or against Landlord or Tenant. The words
Landlord and Tenant shall include the plural
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as well as the singular. If the Lease is executed by more than one
tenant, Tenants' obligations hereunder shall be joint and several
obligations of such executing tenants. Time is of the essence of this
Lease and each of its provisions. The captions of the Articles are
included for convenience only, and shall have no effect upon the
construction or interpretation of this Lease.
20.05 ENTIRE AGREEMENT If there are any terms and conditions which at
the date of execution of this Lease are additional or supplemental to
those set out herein and in Exhibits A, B and C, such terms and
conditions are contained in Exhibit D (if any) attached hereto as part
of this Lease. This Lease contains the entire agreement between the
parties hereto with respect to the subject matter of this Lease. Tenant
acknowledges and agrees that it has not relied upon any statement,
representation, agreement or warranty except such as are set out in this
Lease. If this Lease is made pursuant to an Offer to Lease, then the
term "Lease" in this Article 20.05 shall be deemed to include such Offer
to Lease.
20.06 AMENDMENT OR MODIFICATION Unless otherwise specifically provided
in this Lease, no amendment, modification, or supplement to this 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.
20.07 CONSTRUED COVENANTS AND SEVERABILITY All of the provisions of this
Lease are to be construed as covenants and agreements as though the
words importing such covenants and agreements were used in each separate
Article hereof. 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 provisions
had not been included.
20.08 NO IMPLIED SURRENDER OR WAIVER No provision of this Lease shall be
deemed to have been waived by Landlord unless such waiver is in writing
signed by Landlord. Landlord's waiver of a breach of any term or
condition of this Lease shall not prevent a subsequent act, which would
have originally constituted a breach, from having all the force and
effect of an original breach. Landlord's receipt of Rent with knowledge
of a breach by Tenant of any term or condition of this Lease shall not
constitute a waiver of such breach. Landlord's failure to enforce
against Tenant or any other tenant in the Building any of the Rules
and Regulations made under Article 14.00 shall not constitute a waiver
of such Rules and Regulations. No act or thing done by Landlord, its
agents or employees during the Term shall constitute an acceptance of a
surrender of the Premises, 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 constitute anything other than a payment on
account of the earliest stipulated Rent, nor shall any endorsement or
statement on any cheque or any letter accompanying any cheque, or
payment as Rent, constitute 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.
20.09 SUCCESSORS BOUND Except as otherwise specifically provided, the
covenants, terms, and conditions contained in this Lease shall apply to
and bind the heirs, executors, administrators, successors and assigns of
the parties hereto.
20.10 UNAVOIDABLE DELAY Wherever in this Lease it is provided that
anything be done or performed, such provision is subject to any
unavoidable delay. The term "unavoidable delay" means any prevention,
delay, stoppage or interruption due to (a) strike, lockout, labour
dispute, act of God, or (b) inability to obtain labour or materials or
failure to obtain any necessary permit or approval, in each case after
the party obligated to do so has used its best efforts to do so, or (c)
laws, ordinances, rules, regulations or orders of governmental
authorities, or (d) enemy or hostile action, civil commotion, fire or
other casualty, or (e) other conditions or causes, whether of the
foregoing character or not, (other than financial conditions) beyond the
reasonable control of the party obligated to perform and not caused by
its default or act of commission or omission and not avoidable by
reasonably effort or foresight. Neither party hereto shall be in default
in the performance of any obligation hereunder during the period of any
unavoidable delay relating thereto and any period for the performance of
such obligation shall be extended accordingly. Each party hereto shall
immediately notify the other of them of the of the commencement,
duration and consequence (so far as the same are within its knowledge)
of any unavoidable delay.
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ARTICLE 21.00 - FIXTURING PERIOD
21.01 The Landlord shall, upon execution of Landlord's standard form lease,
grant vacant possession of the Premises to the Tenant up to the
Commencement Date, (the "Fixturing Period"), for the purpose of
installing the Tenant's Leasehold Improvements. The Tenant shall not
be obligated to pay Minimum Rent or Occupancy Costs during the
Fixturing Period and may occupy the Premises during this period rent
free.
ARTICLE 22.00 - LEASEHOLD IMPROVEMENTS
22.01 Tenant agrees to accept the Premises on an "As Is" basis.
The Tenant shall improve the Premises as it may desire, (Tenant's
work), subject only to the reasonable approval of the Landlord of the
Tenant's plans and specifications. The Tenant agrees that there is no
promise, representation, or undertaking by or binding upon the
Landlord with respect to any alteration, remodeling, decoration or
installation of fixtures or equipment in the Premises other than
herein contained.
ARTICLE 23.00 - LANDLORD'S WORK
23.01 The Landlord shall provide, at its expense, the following
improvements to the Premises prior to the commencement of the
Fixturing Period.
(i) CEILINGS: A suspended ceiling system throughout the Premises,
incorporating an integrated light, sprinkler and air
conditioning system. Landlord shall replace any damaged ceiling
tiles in the Premises prior to the commencement of the Tenant's
work.
(ii) HEATING AND AIR CONDITIONING: A Building Standard heating and
cooling system including air-handling units, ductwork and
thermostatic control for normal office use. Ductwork
modifications required by special Tenant needs for heat or air
conditioning loads over standard office requirements,
supplemental air conditioning units, special supply or return
air grills, extra thermostats, special controls or exhaust, etc.
shall be made by the Landlord as part of the Tenant's work, at
the Tenant's expense.
Building Standard interior zone VAV system of one box with
thermostat per 2,000 square feet of Premises.
Perimeter convection tempered air system with one thermostat for
every second unit.
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(iii) LIGHT FIXTURES: One double tube fixture is provided for
approximately each 50 square feet of Premises.
(iv) POWER DISTRIBUTION: Power for normal office use is provided by
an underfloor raceway system from a panel located in the
electrical room located on the same floor as the Premises.
(v) SPRINKLER DISTRIBUTION: A sprinkler distribution is located
within the ceiling plenum to provide sufficient coverage for
normal office use.
(vi) TELEPHONE DISTRIBUTION: Conduit distribution within the
underfloor raceway system.
(vii) WINDOW COVERING: Building Standard window covering on all
typical exterior windows. This is a mandatory requirement and
may not be omitted or modified by the Tenant.
(viii) DEMISING WALLS: Building Standard demising walls, if required,
will be provided to enclose Tenant's Premises.
(x) OTHER:
All Common Area Washrooms as per existing finishes. Core and
exterior walls finished in drywall, taped, primed and painted.
Base Building Plans are those plans which were used by the
general contractor to construct the Building and form part of
his contract as changed from time to time.
The term "Building Standard" shall mean the specifications
established by the Landlord for this building from time to time
and as changed from time to time.
ARTICLE 24.00 - CONSTRUCTION
24.01 The Tenant has the right to contract the Leasehold Improvements out to
the Tenant's choice of contractor with the Landlord's prior consent,
which consent shall not be unreasonably withheld or delayed. The Tenant
agrees however, if requested by the Landlord, to use the Landlord's
Base Building electrical and mechanical contractors.
ARTICLE 25.00 - PROJECT MANAGEMENT FEE
25.01 If the Landlord is requested to construct the Tenant's Leasehold
Improvements or change the existing Premises on their behalf, the
Landlord shall charge the Tenant a project management fee equal to 15%
of the construction costs. The Landlord agrees to follow a joint "bid
and award" of Tenant Improvement work, with all substantial work being
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tendered to at least three reputable firms, so as to receive the best
possible value for all parties.
ARTICLE 26.00 - COMPLETION OF TENANT'S WORK
26.01 Should Tenant elect to contract out the Tenant's Work, construction
will not commence before the following has occurred:
a) execution of Landlord's standard form lease;
b) that the Landlord has received and approved, acting reasonably,
the Tenant's conceptual, architectural, structural, mechanical
and electrical plans and specifications;
c) that the Tenant agrees to complete the Leasehold Improvements
to the satisfaction of the Landlord, acting reasonably, in
accordance with the plans and specifications approved by the
Landlord and Tenant;
The Tenant shall use its reasonable best efforts to provide the
Landlord with "As-built" drawings, with respect to the Leasehold
Improvements, including a CAD #14 disk version, within sixty (60) days
following the Commencement Date.
ARTICLE 27.00 - OCCUPANCY DELAY
27.01 Should the Tenant's occupancy of the Premises be delayed through no
fault of the Tenant, then all dates contained herein including the
Lease Commencement Date and Termination Date shall be adjusted
accordingly. All other terms and conditions shall remain as agreed to
in this Lease, including the length of the Lease Term which shall
remain as five (5) years.
ARTICLE 28.00 - OPTION TO RENEW
28.01 The Tenant, if not then in default under the Lease, either in payment
of rent or observance of the material covenants herein, shall have a
one time Option to Renew the Lease for a further term of five (5) years
upon giving the Landlord at least eight (8) months written notice of
the exercise of such right prior to the expiry of the Term and subject
to the same provisions as are contained in the Lease except that there
shall be no further right of renewal, the rent for the extended term
shall be the then market rent for the Premises as determined by
agreement between the Landlord and the Tenant, and any improvement
allowance, turnkey package and/or cash inducements shall be negotiated
between the Landlord and the Tenant at that time. The Tenant and the
Landlord shall have thirty (30) days from receipt of the Tenant's
notice to negotiate and agree upon the Minimum Annual rent and other
terms and conditions, both parties acting reasonably.
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ARTICLE 29.00 - OPTION TO EARLY TERMINATION
29.01 The Landlord shall grant the Tenant a one-time right only to
terminate the Lease on June 1, 2003, provided the Tenant gives the
Landlord six (6) months prior written notice prior to the expiry of
the thirty-eighth (38th) month of the Lease term and provided the
Tenant pays the Landlord on May 1, 2003, a penalty in the amount of
One Hundred and Fifty Thousand Dollars ($150,000), plus GST.
ARTICLE 30.00 - FIRST OPPORTUNITY TO LEASE
30.01 Provided the Tenant is not then in default under the Lease in any
material respect, either in payment of rent or observance of the
covenants herein, the Tenant shall have a continuous first
opportunity to lease (the "First Opportunity to Lease") ten thousand
(10,000) square feet of space on the 12th floor of the Building (the
"First Opportunity to Lease Premises").
In the event that the Landlord receives an offer to lease for all or
any part of the First Opportunity to Lease Premises, the Landlord
shall provide the Tenant with written notice of such intent and the
Tenant shall be obliged to notify the Landlord within five (5)
business days of receiving same, of its intent to exercise its right
with respect to any part (or all) of the First Opportunity to Lease
Premises which is the subject of the offer to lease.
Should the Tenant exercise its right, the terms shall be equivalent
to those contained herein, save and except that the Minimum Annual
Rent and any improvement allowance, turnkey package and/or cash
inducements for the First Opportunity Premises shall be the then fair
market rent and inducements for leases of comparable expansion
premises to existing office tenants of comparable buildings in
downtown Ottawa and for a comparable term, as determined by agreement
between the Landlord and Tenant. the Tenant and Landlord shall have
thirty (30) days upon receipt of the Tenant's notice to negotiate and
agree upon the Minimum Annual Rent and inducements, both parties
acting reasonably.
ARTICLE 31.00 - PARKING
31.01 Tenant shall have the right to use a total of Fifteen (15)
non-reserved parking spaces in a location to be determined in the
underground parking garages of either 99 Bank or 50 X'Xxxxxx at
prevailing market rates per parking space per month. (1999 rates are
$170.00 per parking space per month, inclusive of GST and PST).
Five (5) additional month-to-month parking spaces on the P-4 level at
50 X'Xxxxxx shall be made available through the parking operator at
the time of occupancy.
The Landlord, through its garage operator, will retain the right to
adjust the charges for parking from time to time to reflect
prevailing market rates.
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32.00 - SIGNAGE
32.01 The Tenant's corporate name shall be displayed on the building
directories located in the lobbies of 99 Bank and 50 X'Xxxxxx.
33.00 - BUILDING ACCESS
33.01 The Tenant shall have access to the Premises 24 hours a day, 7 day a
week.
34.00 - BUILDING SECURITY
34.01 The Landlord shall provide manned security for the entrance of the
building 24 hours a day. Also, elevators shall be programmed such
that only Tenant's designated staff shall have access to the Premises
after normal business hours. Notwithstanding the above, security and
custodial staff must have access to the floor as further detailed in
the Tenant Manual provided to Tenant.
ARTICLE 35.00 - ASSIGNMENT AND SUBLETTING
35.01 Until the Commencement Date or execution of the Lease, whichever is
later, the agreement which shall arise between the parties by
acceptance of the Offer to Lease shall not be assignable by Tenant
without the prior written approval of Landlord, which approval may be
arbitrarily withheld. Thereafter, the provisions of the Lease shall
apply to assignment and subletting.
ARTICLE 36.00 - COMMISSION
36.01 The Tenant represents and warrants to the Landlord that no broker or
agent negotiated or was instrumental in negotiating on behalf of The
Object People other than Royal LePage represented by Xxxx Xxxxxx.
ARTICLE 37.00 - SOLE AGREEMENT
37.01 There is no covenant, agreement, condition or material representation
relating to the subject matter of the Offer, or the agreement which
will subsist between the parties upon its acceptance, except as
expressly contained herein. All covenants, agreements and other
obligations contained in the Offer shall survive until performed.
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IN WITNESS WHEREOF Landlord and Tenant have executed this Lease.
LANDLORD TENANT
CLARICA LIFE INSURANCE COMPANY THE OBJECT PEOPLE INC.
/s/ [SIGNATURE ILLEGIBLE] /s/ XXXX XXXXX
-------------------------------------- -------------------------------------
Leasing Manager Vice President/COO
/s/ [SIGNATURE ILLEGIBLE] /s/ [SIGNATURE ILLEGIBLE]
-------------------------------------- -------------------------------------
Witness to the signature of Landlord. Witness to the signature of Tenant if
not incorporated.
Xxxxx Xxxxxxxxx -- Witness
I/We have the authority to bind the
Corporation.
FIFTEEN
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EXHIBIT A
November 30, 1999
CLARICA CENTRE
00 XXXX XXXXXX
00XX XXXXX
27,962 sf
[FLOOR PLAN]
23
EXHIBIT B
SECTION 1.00 WORDS AND PHRASES
1.01 DEFINITIONS In the Lease,
(a) "Land" means the land in the City of Ottawa, in the Regional
Municipality of Ottawa-Carleton composed of:
The whole of Lots 6, 7, 8 and 9 and the westerly 17 feet in
perpendicular width throughout from front to rear of Lot 10, on the
north side of Xxxxxx Street, numbering eastward, and the whole of
Lots 6, 7, 8 and 9 and the westerly 17 feet in perpendicular width
throughout from front to rear of Lot 10, on the south side of Queen
Street, numbering eastward, according to a plan of subdivision
registered in the Land Registry Office for the Land Registry
Division of Ottawa-Carleton (No. 5) as No. 3922.
(b) "Architect" means such firm of professional architects or engineers
as Landlord may from time to time engage for preparation of
construction drawings for the Building or for general supervision
of architectural and engineering aspects and operations thereof and
includes any consultant(s) from time to time appointed by Landlord
or the Architect whenever such consultant(s) is acting within the
scope of his appointment and specialty.
(c) "Building" means the building in which the Premises are located, as
named in the Lease and constructed on the Land, together with all
attendant Common Areas and service areas.
(d) "Common Areas" means at any time those portions of the Land and
Building not leased or designated for lease to tenants but provided
to be used in common by (or by the sublessees, agents, employees,
customers or licensees of) Landlord, Tenant, and other tenants of
the Building, whether or not open to the general public and shall
include any fixtures, chattels, systems, decor, signs, facilities
or landscaping contained in those areas or maintained or used in
connection with them, and shall include the city sidewalks adjacent
to the Land and any pedestrian walkway system (either above or
below ground), park, or other public facility in respect of which
Landlord is from time to time subject to obligations arising from
the Land and Building.
(e) "Delivery Facilities" means those portions of the Common Area on or
below street level which are from time to time designated by
Landlord as facilities to be used in common by Landlord, tenants of
the Building and - others for purpose of loading, unloading,
delivery, dispatch, and holding of merchandise, goods and materials
entering or leaving the Building or giving vehicular access to such
portions of the Building.
(f) "Section" means a section of this Exhibit B.
1.02 NORMAL BUSINESS HOURS Except as otherwise specifically provided in the
Lease, normal business hours for the Building shall be from 8:00 a.m. to
6:00 p.m. Monday through Friday, excluding any days which are legal or
statutory holidays in the Province of Ontario.
SECTION 2.00 DETERMINATION OF OCCUPANCY COSTS
2.01 DEFINITIONS In this Section 2.00
(a) "Taxes" means the aggregate of all taxes, rates, charges, levies,
and assessments payable by Landlord and imposed by any competent
authority upon or in respect of the Land and all improvements on
it, including any capital tax levied under the Corporations Tax Act
of Ontario in respect of the Building in excess of the rate of
0.3%. In determining taxes any corporate income, profits, excess
profits, and business tax imposed upon the income of Landlord and
any other impost of personal nature charged or levied against
Landlord shall be excluded, except to the extent that it is levied
in lieu of taxes, rates, charges, or assessments in respect of the
Land or improvements on it.
(b) "Square Feet in the Building" means 450,179 rentable square feet,
being the aggregate of the rentable areas of the Building calculated
in the manner set out in Section 3.01. If from time to time there is
a material change in the rentable space in the Building, Square Feet
in the Building shall, from the effective date of the change until
any further change, mean the number of square feet in the Building
determined on completion of that change in the manner set out in
Section 3.01.
(c) "Square Feet in the Premises" means 27,962 rentable square feet.
2.02 OCCUPANCY COSTS "Occupancy Costs" for any Fiscal Year means the product
obtained by multiplying the Operating Cost in respect of that Fiscal Year
by the Square Feet in the Premises.
2.03 DETERMINATION OF OPERATING COSTS "Operating Costs" means the amount
per square foot in respect of a Fiscal Year (calculated to the nearest
cent) determined in accordance with generally accepted accounting
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principles and confirmed by a certificate of an officer of Landlord,
which is obtained by dividing the sum of the following costs by the
Square Feet in the Building:
(a) all net costs, charges and expenses directly attributable to the
operation, repair, and maintenance of the Building, including without
limitation Taxes.
(b) all net cots, charges and expenses after the date on which any space
in the Building was first occupied by any tenant which are properly
allocated to that Fiscal Year for any capital improvement,
alteration or structural repair to the Building incurred to reduce
or limit increases in Operating Cost, or required by any change in
any law, rule, regulation or order of any governmental or
quasi-governmental authority having jurisdiction, which costs,
charges and expenses shall be amortized at applicable interest rates
over the useful life of the capital improvement, alteration or
structural repair, and
(c) a charge for management overhead of 15% of the total of the costs,
charges and expenses referred to in subsections (a) and (b) other
than Taxes.
2.04 LIMITATION ON OPERATING COST In determining Operating Cost, the costs of
the following shall be excluded except as specifically provided in
Section 2.03 (See Page TWO-A):
(a) major structural repairs to the Building,
(b) improvements, additions or alterations to the Building,
(c) repairs and replacements resulting from inferior or deficient
workmanship, materials, or equipment in the initial construction of
the Building or for which Landlord is reimbursed by insurers,
(d) depreciation, amortization, and interest on the capital retirement
of debt,
(e) tenant improvements, and
(f) leasing commissions.
2.05 WHEN SERVICES NOT PROVIDED IN ALL PREMISES Notwithstanding Section 2.03,
if and while any service which is provided by Landlord in the premises of
some tenants of the Building:
(a) is not provided by Landlord in the Premises, in determining
Occupancy Costs for Tenant the cost of that service (except as it
relates to Common Areas) shall be excluded, or
(b) is provided by Landlord in the Premises but not in the premises of
all tenants of the Building, in determining Occupancy Costs for
Tenant the cost of that service shall be divided by the difference
between the Square Feet in the Building and the number of square
feet (determined in the manner set out in Section 3.01) in the
Building in which Landlord does not provide that service.
2.06 PARTIAL FISCAL YEAR If the Term commences after the beginning of or
terminates before the end of a Fiscal Year, any amount payable by Tenant
under Section 2.02 shall be adjusted pro rata.
2.07 SEPARATE ASSESSMENT OF TAXES Notwithstanding Sections 2.02 and 2.03, if
Taxes for the Premises and all other portions of the Land and Building
leased or designated for lease to tenants are assessed separately for
each tenant by any competent authority:
(a) the amount payable in respect of the Premises shall be included in
Occupancy Costs, and
(b) the amount payable in respect of the Premises and all other portions
of the Land and Building leased or designated for lease to tenants
shall be excluded from Taxes for the purpose of determining
Operating Costs.
2.08 SHARED FACILITIES, SERVICES AND UTILITIES If any facilities, services or
utilities:
(a) for the operation, repair or maintenance of the Building are
provided from another building(s) owned or operated by Landlord, or
(b) for the operation, repair or maintenance of another building(s)
owned or operated by Landlord are provided from the Building,
then the net costs, charges and expenses for those facilities, services
or utilities shall, for the purpose of Section 2.03, be allocated by
Landlord between the Building and the other building(s) on a fair and
equitable basis.
2.09 CREDIT TO COMMON AREAS Landlord shall use its best efforts to recover
where circumstances so permit an equitable share of the cost of operating
and maintaining Common Areas from owners or occupants of neighboring
properties and others who benefit from the use of the Common Areas and
shall credit any such recoveries to the gross cost before determination
of Operating Cost.
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25
SECTION 2.04 - LIMITATION ON OPERATING COST
2.04 Notwithstanding anything to the contrary contained in this Offer to
Lease, or in the Landlord's standard form of lease, Operating Costs shall
exclude "Sales Taxes" (as hereinafter defined) payable by the Landlord on
the Purchase of goods and services which may be claimed as a credit or
refund in determining the Landlord's net tax on account of Sales Taxes or
would be available to be so claimed if the Landlord properly complied
with the requirements for claiming such refund or credit in respect of
such Sales Taxes.
TWO-A
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SECTION 3.00 DETERMINATION OF SQUARE FEET IN THE PREMISES
3.01 OFFICE SPACE -- SINGLE-TENANCY FLOORS The number of square feet of
office space in the Premises on a single-tenancy floor shall be
calculated from dimensioned Architect's drawings to the inside face
of the glass in the exterior building walls (whether or not the glass
extends to the floor) and to the inside finish of any portions of
such walls which contain no glass. It shall include all space within
exterior building walls except for stairs (other than stairs
exclusively serving as tenant occupying offices on more than one
floor), elevator shafts, flues, pipe shafts, vertical ducts, and
other vertical risers which penetrate the floor and their enclosing
walls. No deduction shall be made for washrooms, janitor closets, air
conditioning rooms, fan closets, or for electrical or telephone
cupboards within and servicing only that floor or servicing a single
tenant on more than one floor, or for any other rooms, corridors, or
areas available to the tenant on that floor for its use, furnishings,
or personnel, or for any columns located wholly or partially within
the space, or for any enclosures around the periphery of the Building
used for the purpose of cooling, heating or ventilating.
3.02 OFFICE SPACE -- MULTIPLE-TENANCY FLOORS The number of square feet of
office space in the Premises on a multiple-tenancy floor shall be
calculated from dimensioned Architect's drawings to the inside finish
of exterior building walls or to the inside face of the glass (as
described in Section 3.01 for single-tenancy floors), to the face of
permanent interior walls and to the center line of demising
partitions, with no deduction for any columns located wholly or
partially within the space, or for any enclosures around the
periphery of the Building used for the purpose of cooling, heating or
ventilating, plus that proportion of the number of square feet by
which the total number of square feet on such floor (calculated in
the manner set out in Section 3.01) exceeds the total number of
square feet of office space on such multiple-tenancy floor, which the
number of square feet of office space in the Premises is of the total
number of square feet of office space on such multiple-tenancy floor.
3.03 RETAIL SPACE The number of square feet of retail space in the
Premises, whether above or below grade, shall be calculated from
dimensioned Architect's drawings to the inside face of the glass in
the exterior building wall (whether or not the glass extends to the
floor), to the inside finish of any portions of such walls which
contain no glass, to the face of permanent interior walls, to the
centre line of demising partitions, and to a pre-determined lease
line (usually referred to as the storefront line) in the case of
space facing onto an interior wall or corridor. No deduction shall be
made for vestibules inside the exterior building walls or inside the
pre-determined lease line, or for any enclosures around the periphery
of the Building used for the purpose of cooling, heating or
ventilating, or for any columns located wholly or partially within
the space.
SECTION 4.00 LOADING AND DELIVERY
4.01 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 shall be done only at those
times, in those areas, by those means, and through those elevators,
entrances, malls, and corridors as Landlord designates.
4.02 Landlord accepts no liability for and is hereby relieved and released
by Tenant from any liability in respect of, the operation of the
Delivery Facilities, or the adequacy thereof, or any acts or omissions
of any person or persons engaged in the operation thereof, or the
acceptance, holding, handling, delivery or dispatch of any goods for
or on behalf of Tenant, or any claim of Tenant by reason of any
damage, loss, theft, or acceptance, holding, handling, delivery or
dispatch thereof, or any failure of acceptance, holding, handling or
dispatch, or any error, negligence or delay relating thereto.
4.03 Landlord may from time to time make and amend regulations for the
orderly and efficient operation of the Delivery Facilities and may
require the payment of reasonable and equitable charges for delivery
services and demurrage provided by Landlord.
SECTION 5.00 ELECTRICITY AND SERVICES
5.01 Notwithstanding Article 6.02(c), Tenant shall be solely responsible
for the cost of all electricity required in the Premises, except
electricity required for such heating, ventilation, and cooling of
the Premises as are provided by Landlord under Article 6.02(a).
5.02 If electricity is not separately metered to the Premises but is
supplied to Tenant through a meter common to other tenants (or a
group of tenants) in the Building, Landlord shall pay the cost of
that electricity and (subject to Article 6.05(c)) apportion that cost
among all tenants supplied through that common meter. Upon receipt of
Landlord's statement of apportionment, Tenant shall reimburse
Landlord for the amount for which Tenant is shown by the statement to
be liable, provided that Landlord may elect by notice to
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Tenant to estimate the amount for which Tenant will be liable and require
Tenant to pay that amount in monthly installments simultaneously with
Tenant's payments of Annual rent, in which case the provisions of Article
4.06 shall apply.
5.03 Notwithstanding the provisions of Article 6.02(d), Tenant shall pay to
Landlord upon receipt of Landlord's statement a reasonable amount in
respect of replacement of building standard fluorescent tubes, light bulbs,
and ballasts in the Premises on a periodic basis or as required from time
to time, and the costs of cleaning, maintaining, and servicing of the
electric lighting fixtures in the Premises.
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EXHIBIT C
RULES AND REGULATIONS
1. SECURITY Landlord may from time to time adopt appropriate systems and
procedures for the security or safety of the Building, any persons
occupying, using or entering the same, or any equipment, furnishings or
contents thereof, and Tenant shall comply with Landlord's reasonable
requirements relating thereto.
2. LOCKS Landlord may from time to time install and change locking mechanisms
on entrances to the Building, common areas thereof, and the Premises, and
shall provide to Tenant a reasonable number of keys and replacements
therefor to meet the bona fide requirements of Tenant. In these rules
"Keys" include any device serving the same purpose. Tenant shall not add to
or change existing locking mechanisms on any door in or to the Premises
without Landlord's prior consent. If Tenant installs lock(s) incompatible
with the Building master locking system:
(a) Landlord, without abatement of Rent, shall be relieved of any
obligation under the Lease to provide any service to the affected
areas which require access thereto,
(b) Tenant shall indemnify Landlord against any expense as a result of
forced entry thereto which may be required in an emergency, and
(c) Tenant shall at the end of the Term and at Landlord's request remove
such lock(s) at Tenant's expense.
3. RETURN OF KEYS At the end of the Term, Tenant shall promptly return to
Landlord all keys for the Building and Premises which are in possession of
Tenant, its agents or employees.
4. WINDOWS Tenant shall observe Landlord's rules with respect to maintaining
window coverings at all windows in the Premises so that the Building
presents a uniform exterior appearance, and shall not install any window
shades, screens, drapes, covers or other materials on or at any window in
the Premises without Landlord's prior written consent. Tenant shall ensure
that window coverings are closed on all windows in the Premises while they
are exposed to the direct rays of the sun.
5. REPAIR, MAINTENANCE, ALTERATIONS AND IMPROVEMENTS Tenant shall carry out
Tenant's repair, maintenance, alterations and improvements in the Premises
only during times agreed to in advance by Landlord and in a manner which
will not interfere with the rights of other tenants in the Building.
6. WATER FIXTURES Tenant shall not use water fixtures for any purpose for
which they are not intended, nor shall water be wasted by tampering with
such fixtures. The cost of repairing any damage resulting from such misuse
by Tenant shall be paid by Tenant.
7. PERSONAL USE OF PREMISES The Premises shall not be used or permitted to be
used for residential, lodging or sleeping purposes or for the storage of
personal effects or property not required for business purposes.
8. HEAVY ARTICLES Tenant shall not place in or move about the Premises
without Landlord's prior written consent any safe or other heavy article
which in Landlord's reasonable opinion may damage the Building, and
Landlord may designate the location of any heavy articles in the Premises.
9. CARPET PADS In those portions of the Premises where carpet has been
provided directly or indirectly by Landlord, Tenant shall at its own
expense install and maintain pads to protect the carpet under all furniture
other than furniture having carpet casters.
10. BICYCLES, ANIMALS Tenant shall not bring any animal or bird into the
Building, and shall not permit bicycles or other vehicles inside or on the
sidewalks outside the Building except in any area which may be designated
from time to time by Landlord for such purposes.
11. DELIVERIES Tenant shall ensure that deliveries of materials and supplies
to the Premises are made through such entrances, elevators and corridors
and at such times as may from time to time be designated by Landlord, and
shall promptly pay or cause to be paid to Landlord the cost of repairing
any damage in the Building caused by any person making such deliveries.
12. FURNITURE AND EQUIPMENT Tenant shall ensure that furniture and equipment
being moved into or out of the Premises is moved through such entrances,
elevators and corridors and at such times as may from time to time be
designated by Landlord, and by movers or a moving company approved by
Landlord, and shall promptly pay or cause to be paid to Landlord the cost
of repairing any damage in the Building caused thereby.
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13. SOLICITATIONS Landlord reserves the right to restrict or prohibit
canvassing, soliciting or peddling in the Building.
14. FOOD AND BEVERAGES Only persons approved from time to time by
Landlord may prepare, solicit orders for, sell, serve or distribute
foods or beverages in the Building, or use the elevators, corridors
or common areas for any such purpose. Except with Landlord's prior
consent and in accordance with arrangements approved by Landlord,
Tenant shall not permit on the Premises the use of equipment for
dispensing food or beverages or for the preparation, solicitation or
orders for, sale, serving or distribution of food or beverages.
15. REFUSE Tenant shall place all refuse in proper receptacles provided
by Tenant at its expense in the Premises or in any receptacles
provided by Landlord for the Building, and shall keep sidewalks and
driveways outside the Building, and lobbies, corridors, stairwells,
ducts and shafts of the Building, free of all refuse.
16. OBSTRUCTIONS Tenant shall not obstruct or place anything in or on
the sidewalks or driveways outside the Building or in the lobbies,
corridors, stairwells or other common areas of the Building, or use
such locations for any purpose except access to and exit from the
Premises without Landlord's prior written consent. Landlord may
remove at Tenant's expense any such obstruction or thing
(unauthorized by Landlord) without notice or obligation to Tenant.
17. DANGEROUS OR IMMORAL ACTIVITIES Tenant shall not make any use of the
Premises which involves the danger of injury to any person, nor shall
the same be used for any immoral purpose.
18. PROPER CONDUCT Tenant shall not conduct itself in any manner which
is inconsistent with the character of the Building as a first quality
building or which could impair the comfort or convenience of any
other tenant in the Building.
19. EMPLOYEES, AGENTS AND INVITEES In these Rules and Regulations,
Tenant includes the employees, agents, invitees and licensees of
Tenant and others permitted by Tenant to enter, use or occupy the
Premises.
20. ENTRY AFTER NORMAL BUSINESS HOURS Landlord may require that persons
entering and leaving the Building through its main entrances at any
time other than during Normal Business Hours satisfactorily identify
themselves and register in books kept for that purpose.
21. SAFETY PROGRAM While the latest life safety features, in the forms
of smoke detectors, sprinklers, automated controls and warning
systems, have been incorporated in the Building, a fire safety
program will be organized to ensure the orderly evacuation of the
Building and the safety of all Tenants in case of an emergency. A
safety committee headed by a building fire marshal will be formed and
all Tenants will be expected to cooperate fully in the fire
prevention and evacuation training program.
22. NON-COMPLIANCE BY OTHER TENANTS Landlord shall not be responsible to
Tenant for the non-observance or violation of the Rules and
Regulations by any other tenant of premises in the Building nor shall
such non-observance or violation, or any agreement of Landlord to
waive any of such rules and regulations with respect to any other
tenant or tenants relieve Tenant from complying therewith or with any
other provision of the Lease.
TWO
