DATED AS OF THE 22nd DAY OF August, 1989
ONTARIO NET INDUSTRIAL SINGLE LEASE
BETWEEN
SLOUGH ESTATES CANADA LIMITED
AS LANDLORD
- and -
G. G. S. PLASTIC ENGINEERING INC.
AS TENANT
BUILDING NO. 1110 UNIT NO. __________
ADDRESS 0 XXXXXXX XXXXXXXXX, XXXXXXXX, XXXXXXX
CLAUSE PAGE
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1. Demise 1
2. Term 1
3. Net Rent 1
3(a) Deposit 1
4. Renewal option 1
5. Tenants' Covenants 1
(a) Rent 2
(b) (i) Insurance 2
(ii) Rental Insurance 2
(iii) Dilapidations etc. 2
(c) Municipal Taxes 2
(d) (i) Business Taxes 3
(ii) Tax on Rent 3
(iii) Management Fee 3
(e) Utility Charges 4
(f) Cleaning 4
(g) Repairs and Maintenance 4
(h) Landlord may view repairs, etc. 4
(i) Landlord may take inventory, etc. 4
(j) Leave premises in good repair 5
(k) Use of Premises 5
(1) Insurance Risks 5
(m) Waste, Offensive Business 6
(n) Auction Sale, Nuisance 6
(o) Compliance with Statutes, etc. 6
(p) Rules and Regulations 6
(q) Alterations to Premises 7
(r) Removal of Goods from Premises 7
(s) Waiver of limitation of distress 7
(t) Furnishing Premises 7
(u) Tenant's Sign 7
(v) No Additional Signs 8
(w) No Assignment or Subletting 8
(x) Showing Premises 8
(y) Debris 8
(z) outside Storage g
(aa) Notice of Accidents or Defects g
(bb) Heavy Equipment 8
(cc) Indemnity of-Landlord g
(dd) Tenant's Insurance 9
(ee) Registration 9
(ff) Liens on Alterations, etc. 9
(gg) Tenant's Certificates 9
5. (a) Proviso for re-entry 10
(b) Remedies of Landlord 10
6. Landlord's Covenants 10
(a) Quiet Enjoyment 10
(b) Insurance 11
(c) Boiler Insurance 11
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7. Mutual Covenants 11
(a) Net Rent 11
(b) Landlord may perform Tenant's obligations 11
(c) Default 11
(d) Forfeiture 12
(e) Limitation of Landlord's liability 12
(f) Waiver 13
(g) Fire, etc. 13
(h) Tenant's Parking 14
(i) Collection charges 14
(j) Acceptance of Premises 14
(k) Overholding 14
(1) Amounts Owing as Additional Rent 15
(m) Interest on amounts owing 15
(n) Notices 15
(o) Subordination 15
(p) Entire Agreement 15
(q) Change of Control of Tenant 16
(r) Adjustments 16
(s) Expropriation 16
(t) Force Majeure 16
(u) Covenants; Severability 16
(v) Titles 17
(w) Successors and Assigns 17
THIS INDENTURE made the _____ day of September,
ONE THOUSAND NINE HUNDRED AND EIGHTY-NINE
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT
BETWEEN:
SLOUTH ESTATES CANADA LIMITED
----------------------------------------------------------------------
a Company incorporated under the laws of the Province of Ontario,
having its head office at the City of Mississauga, in the said
Province,
(hereinafter called the "Landlord")
- and -
G.G.S PLASTICS ENGINEERING INC.
----------------------------------------------------------------------
(hereinafter called the "Tenant"
OF THE SECOND PART
Demise 1. WITNESSETH that in consideration of the rents, covenants
and agreements hereinafter reserved and contained on the
part of the Tenant to be paid, observed and performed, the
Landlord demises and leases unto the . Tenant (subject to
the present tenant, if any, vacating) all that certain
parcel or tract of land and premises situate on the
Landlord's Industrial Estate in the City of Brampton, in the
Province of Ontario, municipally known as 0 Xxxxxxx
Xxxxxxxxx and being shown outlined in blue in Schedule "Ao'
hereto, together with the building or buildings and other
improvements now or hereafter erected thereon (hereinafter
called the "Building") and known as Building No. 1110 and
the fixtures listed in schedule "B" hereto (hereinafter
collectively called the "Premises").
Term 2. TO HAVE AND TO HOLD the Premises for and during the term
(hereinafter called the "Term") of Five (5) years to be
computed from the 1st day of April, 1990 and from
thenceforth next ensuing and fully to be completed and ended
on the 31st day of March, 1995.
Rent 3. YIELDING AND PAYING THEREFORE yearly and every year
during the Term unto the Landlord the sum of ONE HUNDRED AND
SIXTY-THREE THOUSAND, EIGHT HUNDRED DOLLARS ($163,800.00) in
lawful money of Canada to be paid, in advance, without any
deduction whatsoever by equal monthly payments on the last
day of each preceding month in every year, the first payment
in the amount of TWENTY SEVEN THOUSAND, THREE HUNDRED
DOLLARS ($27,300.00) to be made on the 29th day of
September, 1989 which sum is to represent rent for the first
and last months of the Term being paid by the Tenant.
-2-
Deposit 3(a) Not Applicable
Renewal option 4. See Schedule "C" i
TENANTS COVENANTS
Rent. The Tenant covenants with the Landlord as follows! - (a) to
pay rent and prior to the Commencement Date, it will arrange
with its banker to have all monthly payments of Basic Rent
payable hereunder and estimated Additional Rent (as
determined from time to time by. the Landlord) hereunder
paid directly to Account Number 000-000-0 at The Royal Ban%
of Canada, Main Branch-Royal Bank Plaza, or such other
account and/or Bank as the Landlord may from time to time
direct in writing, by way of Pre-authorized Chequing,
electronic transfer or other similar arrangement acceptable
to the Landlord. The Landlord shall advise the Tenant each
calendar year during the Term of its revised estimate of the
amount of the Additional Rent payable by the Tenant for such
year and shall provide the Tenant with the particulars
thereof. The Tenant shall take the steps to require to amend
the arrangements with its banker made pursuant to the
preceding paragraph to provide for the payment of the
revised estimate of Additional Rent.
The Tenant agrees to provide the Landlord with evidence of
such arrangements from time to time upon and further agrees
not to cancel such arrangements without giving the Landlord
at least 30 days' prior written notice
(b) W to pay to the Landlord as additional rent
Insurance (i) a sum or sums of money equal to the expense incurred by
the Landlord in effecting and maintaining the insurance on
the Premises provided for in paragraph 7 hereof;
Rental Insurance (ii) a sum or sums of money equal to the expense incurred by
the Landlord in effecting and maintaining rental insurance
against loss of one year's rent due to the perils specified
in paragraph 7 hereof; and
Dilapidations, (iii) any and all amounts expended by the Landlord in
etc. fulfillment of the Tenant's obligations under this lease
pursuant to paragraph e(b) hereof: such additional rent to
be paid without any deduction whatsoever upon the receipt of
a written notice of same by the Landlord and to be recovered
in the same manner as rent in arrears;
Municipal Taxes (c) in each and every year during the Term to pay when due
each installment of all municipal property taxes, rates
(including local improvement rates), duties and assessments
now or at any time during the Term rated, charged, levied
and assessed against the premises or any part thereof and/or
against any machinery, equipment or other facilities now or
at any time during the Term brought in or onto the Premises
or any part thereof and to pay any similar tax not now
contemplated which may be levied at any time during the Term
by any competent government or municipal body in lieu of
property taxes;
-3-
Business Taxes d) (i) to pay all taxes, rates, duties, assessments and
licence fees whatsoever whether municipal, parliamentary or
otherwise now charged or hereafter charged upon or in
respect of the contents of the Premises and/or upon and/or
in respect of any business or other activity carried on upon
and/or in connection with the Premises and/or upon the
Tenant on account of the Premises or such contents, business
or other activity and to pay any similar tax not now
contemplated which may be levied at any time during the Term
by any competent government or municipal body in lieu of
such taxes, rates, duties, assessments and licence fees now
charged;
Tax on Rent (ii) If at any time during the term of this Lease or any
renewals thereof a tax or excise on rents or other tax,
however described, is levied by any Governmental-authority
against the Landlord for the minimum rent or any other
monies collectable' under this Lease, save and except the
Landlord's income tax, the Tenant covenants to pay and
discharge such tax or excise on rents or other tax or levy
but only to the extent of the amount thereof which is
lawfully assessed or imposed upon the Landlord and which as
so assessed or imposed as a direct result of the Landlord's
ownership of the demised premises, or of this Lease or of
the rental occurring under this Lease, it being the
intention of the parties hereto that all rent to be paid
under this Lease, shall be paid to the Landlord absolutely
net without any deduction of any nature whatsoever.
Management Fee (iii) To pay Tenant's proportionate share of the business
taxes, if any, against the common areas of the said lands
charged to the Landlord and all other taxes, assessments and
charges of any kind and nature whatsoever with respect to
the said lands and without limitation, the Tenant's
proportionate share of all costs and expenses (other than
all such taxes, assessments, charges, costs and expenses for
which Tenant is directly liable under the terms of this
Lease), for the operation, management, maintenance,
replacement that is everything other than the building that
may be borne by the Tenant, if necessary, or wilfully or
negligently caused to the said lands, the buildings thereon
and the facilities thereon and therein, including without
limitation, insurance, services, maintenance, management
fee, supervision, snow and ice removal, lighting, repairs,
driveways, sidewalks, lawns, parking areas and all other
public and/or common areas on the said lands and the demised
premises on the said lands, plus an administration fee of
15% of the total of all costs and expenses hereinbefore set
out.
Utility Charges e) to pay all or its proportionate share whichever is
applicable, rates and charges for electricity, water,
telephone, gas, oil, heating, and other similar utilities
supplied to the premises;
Cleaning f) to keep and maintain the Premises and the windows thereof
in a clean and sanitary condition; to keep the sidewalks
adjacent to the Premises reasonably clean and free from ice
and snow, not to allow any refuse or debris to accumulate on
or about the Premises and to keep the land coloured red on
Schedule "A" hereto in a clean and tidy condition and
maintained as a garden;
-4-
Repairs and g) from time to time and at all times during the term at its
Maintenance own cost well and sufficiently to repair, cleanse, paint,
maintain, amend and keep the Premises and the fixtures
therein and the walls, roofs, foundations, water service and
gas connections, pipes, mains, fertce~; ~att~tar-xxxxx',
sewers and drains in, on or under the Premises and the
appurtenances thereof in a good and workmanlike manner and
to the satisfaction of the Landlord's engineers damage,by
the perils set forth in paragraph 7(b) hereof (and if
applicable paragraph 7(c) hereof) and inherent structural
defects only excepted and in particular without limiting the
generality of the foregoing.
i) In the last year of the Term (or, if this lease is
earlier terminated, in the year of termination) thoroughly
to prepare and paint, in a good and workmanlike manner and
to the: satisfaction of the Landlord's engineers, all
interior portions of the Building usually painted, applying
at least two coats of prime quality oil or such other paint
as may be approved by the Landlord and to grain, varnish,
wash, paint, caulk, whiten and colour all interior portions
of the Building as were so treated at or subsequent to the
commencement of the Term:
Landlord may view h) that the Landlord may enter and view the state of
Repairs, etc. maintenance and repair and that the Tenant will repair,
according to notice in writing, damage by the perils
specified in paragraph 7(b) hereof (and if applicable
paragraph 7(c) hereof) and inherent structural defects only
excepted;
Landlord may Take i) to permit the Landlord, its servants and agents at all
Inventory, etc. reasonable times to enter upon the Premises for the purpose
of taking inventory of the Landlord's property thereon, for
the purpose of inspecting and making such repairs,
extensions, alterations and improvements as the Landlord may
deem necessary to the adjoining property of the Landlord and
to any drains, pipes, wires, cables, apparatus and works in,
through, under or over the Premises or any adjoining
premises or for the purpose of removing any article of
remedying any condition which in the opinion of the Landlord
would be likely to lead to the cancellation of any policy of
insurance on the Premises and the Tenant shall not be
entitled to compensation of any kind for any inconvenience,
nuisance, loss or discomfort occasioned thereby nor. shall
such entry be deemed to be a re-entry by the Landlord;
Leave Premises in j) to leave the Premises in good repair, damage by the
Good Repair perils specified in paragraph 7(b) hereof (and if applicable
paragraph 7(c) hereof) and inherent structural defects only
excepted;
Use of Premises k) not to use the Premises or any part thereof as a dwelling
house, place of amusement, meeting hall, theatre or
cinematograph theatre nor to use the Premises or any part
thereof or permit the same to be used for any other purpose
than that of general offices, manufacturing and warehousing
operations incidental thereto; Nothing herein shall be so
interpreted as to imply that this lease is conditional or
dependent upon the Tenant obtaining any permit or licence
from any municipal, provincial or other authority;
-5-
Insurance Risks 1) (i) not to do or permit to be done in, upon or about the
Premises any act or thing which may make void or voidable,
or result in the increase of the premium payable in respect
of, any policy of insurance on the ` Building or any part
thereof or adjoining or near the Premises. If the rate of
such insurance shall be increased by reason of any use of
the Premises or by reason of anything done or permitted to
be done or committed by the Tenant or anyone permitted by
the Tenant to be in, on or about the Premises the Tenant
shall on demand pay to the Landlord the amount of such
increase and if the insurance maintained by the Landlord
pursuant to paragraph 7 hereof shall be cancelled by the
insurer by reason of the use or occupation of the Premises
or any part thereof by the Tenant or by any assignee or
subtenant of the Tenant or by anyone permitted by the Tenant
to be in, on or about the Premises, the Landlord may, at its
option, in addition to any other remedy it may have,
forthwith terminate this lease by notice in writing to the
Tenant and thereupon rent (including additional rent) and
any other payments for which the Tenant is liable under this
lease shall be apportioned (where necessary) and paid in
full to the date of such termination and the Tenant shall
immediately deliver up possession of the Premises to the
Landlord and the Landlord may re-enter and take possession
of the same;
(ii) to give written notice to Landlord and the company or
companies carrying the applicable insurance on the said
lands and/or the demised premises, of any vacancy,
unoccupancy or cessation of operations for more than thirty
(30) consecutive days on the demised premises or such other
times as set out in any such insurance policy and of the
supply of gasoline, benzene, naphtha or other material of
equal or greater volatility exceeding one (1) gallon in all
to the demised premises and of any interruption to or flaw
or defect in the sprinkler system if any, on the demised
premises.
(iii) not to bring onto the demised premises any contaminant
as this term is defined in the Environmental Protection Act,
R.S.O. 1980, Chapter 141, as amended, or any substance which
is an equivalent under any succeeding legislation (a
"Contaminant") unless such Contaminant is required in the
ordinary course of carrying the Tenant's business. If the
Tenant intends to bring any contaminant onto the demised
premises, it shall notify the Landlord of the precise nature
and quantity of the Contaminant involved. Within thirty (30)
days prior to the end of the term hereof, the Tenant shall
removal all Contaminants brought on the demised premises and
shall comply with all requirements regarding removal,
disposal and cleaning imposed by any authority having
jurisdiction over the Contaminants involved. Before bringing
any Contaminant on the demised premises, the Tenant shall
deliver to the Landlord a bond issued by the bonding company
satisfactory to the Landlord-in an amount equal to Two (2)
years rent to guarantee fulfillment by the Tenant of its
obligations with respect to cleaning and removal of any
Contaminants.
Waste, offensive m) not to do or suffer any waste, disfiguration or injury to
Business Premises or any part thereof and not to use or permit to be
used any part of the Premises for any dangerous, noxious or
offensive trade xx.xxxxxxxx and not to cause or permit any
nuisance in, on or about the Premises;
Auction Sale n) not to conduct any auction sale on the Premises and not
Nuisance to do or permit to be done in, on or about the Premises any
act or thing which shall or may be or become a nuisance,
annoyance or inconvenience to the Landlord or its tenants or
the occupiers of any premises in the neighbourhood of the
-6-
Premises;
Compliance with o) not to do or permit to be done or omit or permit to be
Statutes, etc. omitted any act, matter or thing in or respecting the
Premises which by virtue of any statute, regulation, by-law
or order of any duly constituted public authority should not
be done or ought to be done or which shall contravene any of
the provisions thereof and to indemnify and keep indemnified
the Landlord against all actions, proceedings, costs,
expenses, claims and demands in respect of any such act,
matter or thing contravening any of the said provisions as
aforesaid;
Rules and p) that the Tenant and the employees of the Tenant and all
Regulations persons visiting or doing business with the Tenant on the
Premises shall, while on the Premises, be bound by and
observe all reasonable rules and regulations made by the
Landlord of which U notice in writing shall be given to the
Tenant and all such rules and regulations shall be deemed to
be incorporated in and form part of this leases
Alterations to q) not at any time during the Term, without the prior
Premises written consent of the Landlord, to erect any new building
on the Premises or make any alterations, whether structural
or otherwise, or any addition to the Building or make any
excavation on the Premises or interfere with or by building
or otherwise cause access to any pipe, wires, cables,
drains, sewers, watercourses, conduits or subways which now
are or at any time hereafter may be under, in or through the
Premises to be interfered with or adversely affected or
carry out any development of any kind whatsoever; provided
that any alterations, additions or improvements so erected
or made shall on the expiration or other termination of this
lease be and remain the property of the Landlord; provided,
however, that the Tenant may remove his fixtures. ,
Notwithstanding the foregoing no fixtures shall, except in
the ordinary course of business, be removed from the
Premises during the Term or at any time after, the
expiration of the Term without the prior written consent of
the Landlord until all rent (including additional rent) in
arrears and all rent (including additional rent) to become
due hereunder shall have been paid or secured to the
satisfaction of the Landlords
Removal of Goods r) not to sell, dispose of or remove any of its goods or
from Premises chattels from the Premises except in the ordinary course of
the Tenant's business, whether or not there is rent in
arrears and to permit the Landlord to seize and sell all
such goods and chattels at any place to which they have been
removed contrary to the provisions of this paragraph;
Waiver of s) the Tenant waives and renounces the benefit of any
Limitation of present or future statute taking away or limiting the
Distress Landlord's right to distress and agrees with the Landlord
that notwithstanding any such statute, none of the Tenant's
goods and chattels on the Premises at any time during the
Term shall be exempt from levy by distress for rent in
arrears;
Furnishing t) that the Tenant will furnish the Premises with a
Premises sufficient quantity of furniture, fixtures, and equipment on
which the Landlord's right to distress may be exercised in
an amount at least equal to one year's rental;
Tenant's Sign u) that the Tenant shall within three months from the date
hereof erect or paint a sign on the Premises setting out the
name and business of the Tenant and shall maintain the same
in a state of good repair and appearance.
-7-
Before erecting or painting the said sign the Tenant shall
obtain the written approval of the Landlords
No Additional v) that the Tenant will not at any time during the Term
signs erect or cause to be erected on the Premises any sign,
signboard or other outdoor advertising, without first
obtaining the written consent of the Landlord;
No Assignment or w) the Tenant shall not assign or sublet or allow the
Subletting Premises or any part thereof to be occupied or used by any
other person, firm or corporation without the prior written
consent of the Landlord, which consent may not unreasonably
be withheld, notwithstanding the provisions of Section 23 of
The Landlord and Tenant Act;
Showing Premises x) to permit the Landlord or its agents at any time within
three months next preceding the expiration or sooner
determination of the Term to enter upon the Premises and to
affix upon any suitable part thereof a notice for selling or
reletting the same and not to remove or obscure the same and
to permit all persons authorized in writing by the Landlord
or its agents to view the Premises at all reasonable hours;
Debris y) that the Tenant will not at any time during the Term
allow any refuse or debris to accumulate in or about the
Premises and will at all times keep the Premises in a clean
and wholesome condition and will observe all municipal
by-laws and regulations relating to the drains and sewers
servicing the Premises;
Outside Storage z) not at any time during the Term to store any material or
supplies of any kind on or about any part- of the Premises
outside the Building without the prior written consent of
the Landlord.
Notice of aa) to give to the Landlord prompt written notice of any
Accidents of accident or other defect in the water pipes or heating
Defects apparatus telephone, electric light or other wires, but
unless otherwise expressly provided there shall be no
obligation on the part of the Landlord to repair or make
good any such matters;
Heavy Equipment bb) not to bring upon the Premises or any part thereof any
machinery, equipment, article or thing that by reason of its
weight or size might damage the Premises and not at any time
to overload the floors of the Premises and if any damage is
caused to the Premises by any machinery, equipment, article
or thing or by overloading or by any act, neglect or misuse
on the part of the Tenant or any of its agents or servants
or any person having business with the tenant forthwith to
repair such damage;
Indemnity of cc) that the Tenant shall indemnify and save harmless the
Landlord Landlord from any and all liabilities, damages, costs and
claims, suits or actions arising out of: - (i) any breach,
violation or non-performance of any covenants, conditions or
agreements in this lease set forth and contained on the part
of the Tenant to be fulfilled, kept, observed and performed;
(ii) any damage to property occasioned by the use and
occupation of the Premises; (iii) any injury to any person
or persons, including death, resulting at any time therefrom
` occurring in, on or about the Premises, and/or on the
roads or sidewalks adjacent thereto;
-8-
Tenant's dd) that the Tenant shall take out and keep in force during
Insurance the Term, insurance upon all glass and plate glass in the
Premises and property damage insurance and public liability
insurance all in amounts and with policies in form
satisfactory from time to time to the Landlord, and all in
recognized insurance companies. Each such policy shall name
the Landlord as an additional insured and the cost or
premium of each and every such policy shall be paid by the
Tenant and not by the Landlord and the Tenant shall obtain
from the insurance companies involved undertakings to notify
the Landlord in writing at least ten (10) days prior to any
cancellation thereof. The Tenant agrees that if the Tenant
fails to take out or to keep in force such insurance the
Landlord will have the right to do so and to pay the premium
therefor and in such event the Tenant shall repay to the
Landlord the amount paid as premium, which repayment shall
be deemed to be additional rent payable on the first day of
the next month following the said payment by the Landlord.
The Tenant shall take out and keep in force during the Term
fire insurance covering its stock-in-trade, furniture and
fixtures in an amount equal to the full insurable value
thereof;
It is agreed and understood that if any glass is
damaged, the Tenant will replace same at his own cost.
Registration ee) the Tenant will not register this lease in this form in
the Registry office or the Land Titles Office. If the Tenant
desires to make a registration for the purpose of giving
notice of this lease, then the parties hereto shall
contemporaneously with the execution of this lease execute a
short form thereof solely for the purpose of supporting an
application for registration of notice thereof;
Liens on ff) the Tenant shall duly pay for all labour performed,
Alterations, etc. material or equipment furnished in, about or with reference
to any buildings erections, repairs, alterations,
installations or improvements which may be made or done from
time to time in or upon the Premises and every part thereof
at all times free and clear of all liens in respect thereof;
Tenant's gg) the Tenant agrees that it will at any time and from time
Certificates to time upon not less than ten (10) days prior notice
execute and deliver to the Landlord a statement in writing
certifying that this lease is unmodified and in full force
and effect (or, if modified, stating the modifications and
that the same is in full force and effect as modified), the
amount of the annual rental then being paid hereunder, the
dates to which the same, by installment or otherwise and
other charges hereunder have been paid, and whether or not
there is any existing default on the part of the Landlord of
which the Tenant has notice.
Proviso for 6. a) Provision for re-entry by the Landlord on non-payment
Re-entry of rent or non-performance of covenants, positive or
negative.
-9-
Remedies of b) If the Tenant shall fail to make any payment or payments
Landlord of rent or any part thereof or fail to pay any sum or sums
which are to be paid under this lease to the Landlord or
otherwise and such default shall continue for fifteen (15)
days or if the Tenant shall fail to perform any other
covenants, conditions or agreements contained herein and
shall allow such default to continue for fifteen (15) days
after written notice thereof then (i) the term hereby
granted may, at the option of the Landlord expressed in
writing, be terminated subject to any other rights or
remedies available to the Landlord and the term and estate
hereby vested in the Tenant and any and all other rights of
the Tenant hereunder shall thereupon immediately cease and
expire as full and with like effect as if the entire term
herein provided for had elapsed and rent and any other
payment for which the Tenant is liable under this lease
shall be apportioned and paid in full to the date of such
termination together with reasonable expenses of the
Landlord, including, but not restricted to, legal costs,
solicitors' fees and brokerage and `expenses of keeping the
Premises in good order and of preparing the premises for
reletting, and the Tenant shall immediately deliver up
possession of the Premises to the Landlord and (ii) the
Landlord, in addition to all other rights which it may have
under this lease or otherwise, shall have the right to enter
the Premises as the agent of the tenant without being liable
for any prosecution therefor and to relet the Premises as
the agent of the Tenant for whatever term and under whatever
conditions the Landlord may seem advisable and to receive
the rent therefor and as agent of the Tenant to take
possession of any chattels, furniture or other property on
the Premises and to lease the same or sell the same at
public or private sale with or without notice and to apply
the proceeds of such lease or sale and any rent derived from
reletting the Premises on account of the rent or other
charges under this lease.
LANDLORD'S COVENANTS
7. The Landlord covenants with the Tenant as follows: -
Quiet Enjoyment a) for quiet enjoyment;
Insurance b) to insure and keep insured the Premises against loss or
damage by fire, lightning, and (i) in the case of property
not under the sprinklered protection, the perils of the
insurance Advisory Organization Extended Coverage
Endorsement Form K66, together with the Malicious Damage
Extension Form 90, as the same may exist from time to time,
or (ii) in the case of property under sprinklered
protection, the perils of the Insurance Advisory
Organization Extended Coverage Endorsement Form L66 as the
same may exist from time to time; and
Boiler loss c) To insure and keep insured the Premises against damage of
Insurance whatsoever kind or nature by reason of the explosion or
collapse by vacuum or cracking of any steam or hot water
boilers, pipes and accessories in the Premises or the
Building or by reason of any other explosion, in an amount
from time to time reasonably satisfactory to the Landlord.
MUTUAL COVENANTS
8. It is hereby mutually agreed between the Landlord and the
Tenant as follows:
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Net Rent a) it is the intention of this lease that the rental hereby
reserved shall be net to the Landlord and clear of all taxes
(except the Landlord's income taxes), costs and charges
arising from or relating to the Premises and that the Tenant
shall pay all charges, impositions, expenses of every nature
and kind relating to the Premises and the Tenant covenants
with the Landlord accordingly.
Landlord may b) if the Tenant shall fail to perform or cause to be
perform Tenant's performed each and every one of the covenants and
obligations obligations of the Tenant in this lease contained, the
Landlord shall have the right (but shall not be obligated)
to perform or cause the same to be performed and to do or
cause to be done such things as may be necessary or
incidental thereto (including without limiting the
generality of the foregoing, the right to make repairs,
installations, and expend money) and all payments, expenses,
charges, fees and disbursements incurred or paid by or on
behalf of the Landlord in respect thereof shall be paid by
the Tenant to the Landlord forthwith upon demand and shall
be recoverable in the same manner as rent in arrears;
Default c) if the Tenant shall be in default of any of its covenants
and obligations hereunder other than its covenant to pay
rent or amounts collectible hereunder as rent reserved and
in arrear the Landlord may give notice to the Tenant upon
such default coming to the attention of the Landlord and in
such notice the Landlord shall with reasonable particularity
state the nature of the default and require the same to be
remedied and the Tenant shall have thirty (30) days (or such
longer period as may be reasonably necessary bearing in mind
the nature of the default) from the receipt of such notice
within which to remedy such default. If after the expiration
of the times above limited the Tenant remains in default the
Landlord may thereupon at its option either by itself or its
lawfully authorized agent enter and re-enter into and upon
the Premises or any part thereof in the name of the whole
and have again, repossess and enjoy its former estate free
and clear of all claims of the Tenant.
Forfeiture d) provided that if the Term or any of the goods and
chattels of the Tenant shall be at any time seized or taken
in execution or in attachment by any creditor of the Tenant,
or, if the Tenant is a corporation, any proceeding shall be
taken or order shall be made for the winding-up of the
Tenant, or for the surrender or cancellation of, or the
forfeiture of the charter of the Tenant, or if a writ of
execution shall issue against the goods or chattels of the
Tenant, or if the Tenant shall execute any chattel mortgage
or xxxx of sale of any of its goods or chattels otherwise
than in the ordinary course of business, or if the Tenant
shall make an assignment for the benefits of creditors, or
becoming bankrupt or insolvent shall take the benefit of any
Act that may be in force for bankrupt or insolvent debtors
or shall abandon or attempt to abandon the Premises, or to
sell or dispose of its goods and chattels so that there
would not in the event of such sale or disposal be in the
opinion of the Landlord a sufficient distress on the
Premises, or if the Premises shall without the consent in
writing of the Landlord become and remain vacant or be not
used for a period of thirty (30) days or be used by any
persons other than such as are entitled to use them under
the terms of this lease or for any purpose other than that
for which the same are hereby demised then, and in every
such case, the then current month's rent, together with the
rent for the three months next ensuing and taxes for the
then current year (to be reckoned
-11-
at the rate for the next preceding year in case the rate
shall not have been fixed for the then current year), shall
immediately become due and payable and the Term shall, at
the option of the Landlord, forthwith become forfeited and
determined and in every of the above cases, such taxes shall
be recoverable by the Landlord in the same way as rent in
arrears;
Limitation of e) the Landlord shall not be liable nor responsible in any
Landlord's way for any personal or consequential damages of any nature
Liability whatsoever that may be suffered or sustained by the Tenant
or any employee, invitee, or licensee of the Tenant or any
other person who may be upon the Premises and, save as to
damage caused by the negligence of the Landlord, its
employees, servants, or agents, the Landlord shall not be
responsible in any way for any injury to any person or for
any loss of or damage to any property belonging to the
Tenant, or to employees, invitees, or licensees of the
Tenant while such person or property is in, on or about the
Premises, including (without limiting the generality of the
foregoing) any loss of or damage to any such property caused
by theft or breakage or steam, water, rain or snow which may
leak into, issue or flow from any part of the Premises or
any adjacent or neighbouring land or premises or from the
water, steam, or drainage pipes or plumbing works of the
same or from any other place or from any damage caused by or
attributable to the condition or arrangement of any electric
or other wiring nor for any damage caused by anything done
or omitted to be done by any other tenant of the Landlord.
The Tenant covenants to save harmless and indemnify the
Landlord from and against all liability, loss, costs, claims
or demands made against it in respect of any injuries or
damage referred to ` in this paragraph except such as may
arise out of the negligence of the Landlord, its employees,
agents or servants; Waiver f) any waiver by the Landlord of
the breach of any covenant, condition, or proviso herein
shall not be taken to be a waiver of the breach of any other
covenant, condition or proviso herein nor a continuing
waiver of the same breach of the same covenant, condition or
proviso osr of the .subsequent compliance with the said
covenants, conditions or provisos and all of the rights and
remedies of the Landlord shall be deemed to be cumulative
and not alternative;
Fire, etc. g) if and whenever during the Term the Building shall be
destroyed or damaged by fire, lightning or tempest, or any
of the perils insured against the Landlord, then and in
every such event:
(i) if the damage or destruction is such that the Premises
are rendered wholly unfit for occupancy or are unsafe to use
and occupy and if in either event the damage, in the opinion
of the Landlord, to be given to the Tenant within ten (10)
days of the happening of such damage or destruction, cannot
be repaired with reasonable diligence within one hundred and
twenty (120) days from the happening of such damage or
destruction, then either the Landlord or the Tenant may
within five (5) days next succeeding the giving of the
Landlord's opinion as aforesaid terminate this lease by
giving to the other notice in writing of such termination,
in which event this lease and the Term shall cease and be at
an end as of the date of such damage or destruction and the
rent (including additional rent) and all other payments for
which the Tenant is liable under the terms of this lease
shall be apportioned and paid in full to the date of such
damage or destruction; in the event that
-12-
neither the Landlord nor the Tenant so terminates this lease
as aforesaid, then the rent hereby reserved shall xxxxx from
the date of the happening of the damage until the damage
shall be made good to the extent of enabling the Tenant to
use and occupy the Premises, and the Landlord shall repair
the damage with all reasonable speed;
(ii) if the damage be such that the Premises are wholly
unfit for occupancy, or are unsafe to use or occupy but if
in either event the damage, in the opinion of the Landlord,
to be given to the Tenant within ten (10) days from the
happening of such damage, can be repaired with reasonable
diligence within one hundred and twenty (120) days from the
happening of such damage then the rent hereby reserved shall
xxxxx from the happening of such damage until the damage
shall be made good to the extent of enabling the Tenant to
use and occupy the Premises and the Landlord shall repair
the damage with all reasonable speed;
Tenant's Parking h) the Tenant and the employees of the Tenant shall park
their automobiles or trucks only in areas designated by the
Landlord as parking areas and further, the Landlord and
person authorized by the Landlord shall have the right
without unduly interfering with the Tenant's business to
relocate or alter parking areas, driveways and access ramps
from time to time as the Landlord may desire including the
reduction, increase or change of the size and location
thereof provided always that access to and from the Premises
are at all times available;
Collection i) in the event that it shall be necessary to distrain or
Charges commence an action for the collection of rent herein
reserved or any portion thereof, or any other amount payable
by the Tenant under this lease or if it shall be necessary
to collect the same upon the demand of a solicitor or in the
event that it becomes necessary for the Landlord to prepare
and serve a notice requiring the Tenant to remedy a breach
of any of the covenants herein, the Tenant shall pay to the
Landlord on demand all costs, charges and expenses
(including solicitor's and counsel fees) incurred by the
Landlord incidental thereto or in connection therewith and
such costs, charges and expenses shall be recoverable in the
same way as rent in arrears;
Acceptance of j) the Tenant has leased the Premises after examining the
Premises site and the Building or the plans and specifications
relating to the same and unless the Tenant furnishes the
Landlord with a notice in writing specifying any defect in
the construction of the Premises or otherwise within ten
(10) days after taking possession thereof, such taking of
possession shall be conclusive evidence as against the
Tenant that at the time thereof the Premises were in good
order and satisfactory condition;
Overholding k) if, at the expiration or other termination of this lease,
the Tenant shall remain in possession of the Premises, with
or without the consent of the Landlord and without any
further written agreement, a tenancy from year to year shall
not be created by implication of law, but the Tenant shall
be deemed to be a monthly tenant only, at a monthly rental
equal to two (2) times the rent payable in respect of the
last month prior to the expiration of the Term, payable in
advance on the first day of each month and subject in all
other respects to the terms of this lease.
-13-
Amounts owing as l) all amounts owed by the Tenant to the Landlord hereunder,
Additional Rent other than rent, shall be deemed to be additional rent and
shall, unless otherwise provided herein, be paid within
fifteen (15) days from the date of demand by the Landlord;
Interest on m) all amounts owed by the Tenant to the Landlord hereunder,
Amounts Owing including rent, shall bear interest from the date due until
the date paid at the rate equivalent to two per cent (20)
above the prime rate of interest in effect on the date of
payment at The Royal Bank of Canada, Toronto or at the
maximum legal rate of interest, whichever is lower.
Notices n) save as otherwise herein specifically provided, any
notice required or contemplated by any provision of this
lease shall be given in writing enclosed in a sealed
envelope addressed in the case of notice to the Landlord to
it at 0000 Xxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0, and
in the case of notice to the Tenant to it at the Premises,
and mailed by registered mail, postage prepaid. The time of
giving of such notice shall be conclusively deemed to be the
fourth business day after the day of such mailing. Such
notice shall also be sufficiently given if and when the same
shall be delivered, in the case of notice to an executive
officer of the Landlord, and in the case of notice to the
Tenant, to the Tenant personally or if the Tenant is a
corporation to an executive officer of the Tenant. Such
notice, if delivered, shall be conclusively deemed to have
been given and received at the time of such delivery. If in
this lease two or more persons are named as Tenant, such
notice shall also be sufficiently given if and when the same
shall be delivered personally to any one of such persons.
Provided that either party may by notice to the other, from
time to time designate another address in Canada to which
notices mailed more than ten (10) days thereafter shall be
addressed;
Subordination o) this lease is subject and subordinate to all ground and
underlying leases and to any charges on or charges from time
to time created by the Landlord by mortgage or charge on the
Premises or the Building and the Tenant shall from time to
time as requested by the Landlord execute all documents and
give such further assurances as may be reasonably required
to postpone its rights and privileges to the holder of any
such leases, charges or mortgages;
Entire Agreement p) the Tenant acknowledges that there are no covenants
representations, warranties, agreements or conditions
expressed or implied, collateral or otherwise forming part
of or in any way affecting or relating to this lease save as
expressly set out in this lease and that this lease, the
offer to lease and exterior maintenance contract,
constitutes the entire agreement between the Landlord and
the Tenant and may not be modified except as herein
explicitly provided or except by subsequent agreement in
writing of equal formality hereto executed by the Landlord
and the Tenant. It is further agreed that the offer to Lease
attached hereto, forms an integral part of this lease.
Change of Control q) if the Tenant is a corporation and, if, by sale or other
of Tenant dispositions, the control thereof changes at any time during
the Term, then, at the option of the Landlord, this lease
may be cancelled by the Landlord upon giving sixty (60)
days' prior written notice to the Tenant of its intention to
do so.
-14-
Adjustments r) upon the termination of this lease by effluxion of time,
or the sooner determination of this lease, other than sooner
determination resulting from any of the matters referred to
in paragraph (d) of Clause 8 hereof, the Landlord shall pay
to the Tenant the value of any unexpired insurance upon the
Building and other improvements on the Premises and the
parties shall pro rata adjust, apportion and allow between
themselves all items of taxes, water rates and other matters
of a similar nature to the intent and purpose that the
Tenant shall bear the burden thereof until it shall deliver
up possession of the Premises on the termination of the
lease or at the expiry of any holding over but not
afterwards.
Expropriation s) if the Premises or any part thereof shall be expropriated
for a public or quasi public purpose the Landlord shall be
entitled, at its option, forthwith to terminate this lease
by giving notice in writing to the Tenant and thereupon rent
and all other payments payable by the Tenant hereunder shall
be apportioned and paid to the date of termination and the
Tenant shall surrender and yield up possession of the
Premises to the Landlord and the Landlord shall solely be
entitled to any award payable on any such expropriation free
of any apportionment in favour of the Tenant;
Force Majeure t) wherever in this lease it is provided that anything be
done or performed within a specified period such provisions
are subject to strikes, lockouts, availability of materials,
government rules, regulations or order or any other
conditions (other than financial conditions) beyond the
reasonable control of the Landlord or the Tenant, as the
case may be, and where any such conditions arise the period
of time for the Landlord or Tenant to comply with the
specific obligation hereunder shall be extended to the
extent of the period of delay caused by any of the foregoing
events;
Covenants u) the Landlord and the Tenant agree that all of the
severability provisions of this lease are to be construed as covenants
and agreements as though the words importing such covenants
and agreement were used in each separate section hereof.
should any provision or provisions of this lease be illegal
or not enforceable it or they shall be considered separate
or severable from this lease and its remaining provisions
shall remain in force and be binding upon the parties
hereto as though the said provision or provisions had never
been included:
Titles v) the titles of articles and the captions of sections
appearing in this lease have been inserted as a matter of
convenience and for reference only and in no way define,
limit or enlarge the scope or meaning of this lease or of
any provisions thereof;
Successors w) this indenture and everything herein contained shall
and Assigns enure to the benefit of and be binding upon the respective
heirs, executors, administrators, successors, assigns and
other legal representatives, as the case may be, of each and
every of the parties hereto, subject to the granting of
consent by the Landlord as provided in paragraph 5(w) hereof
to any assignment or sub-lease and every reference herein to
any party hereto shall include the heirs, executors,
administrators, successors, assigns and other legal
representatives of such party, and where there is more than
one tenant or there is a female party or a corporation the
provisions hereof shall be read with all grammatical changes
thereby rendered necessary and all covenants shall be
deemed joint and several.
-15-
IN WITNESS WHEROF the Landlord and the Tenant have executed this Indenture.
SIGNED, SEALED AND DELIVERED
in the presence of: G.G.S. PLASTICS ENGINEERING INC.
By: /s/ X. Xxxxxxxxxx
--------------------------------
X. Xxxxxxxxxx
SLOUGH ESTATES CANADA LIMITED
By: /s/ X. Xxxxxxxxx
--------------------------------
X. Xxxxxxxxx
/s/ Xxx Xxxxxxx
--------------------------------
Xxx Xxxxxxx
SEPTEMBER 8, 1989.
SCHEDULE "B"
0 XXXXXXX XXXX. XXXXXXXX. XXXXXXX - BUILDING 1110
Consisting of a single storey office and warehouse unit/building.
AREA: Office 4,000 sq. ft. approx.
Warehouse 27,200 sq. ft. approx.
Total 31,200 sq. ft.
ELEVATIONS:
Front (South):
4" face brick on concrete block. 5" thick precast concrete panel pure white
exposed aggregate with 1" x 3" accent bands, 30 tinted windows in prefinished
aluminum frames complete with 9" high base with insulation. (2) 3" x 7" entrance
doors, tinted in prefinished aluminum frame complete with sidelight and transom.
Sides (East & West):
4" face brick on concrete block, 5" thick precast concrete panel pure white
exposed aggregate with 1" x 3" horizontal and vertical accent bands, 10 tinted
double glazed windows in aluminum trim a complete with 9" high prefinished
aluminum insulated base. East elevation complete with (1) 3' x 7' hollow metal
exit door.
Rear (North):
4" face brick on concrete blocks, 1 vertical ladder to comply with the latest
building code, (2) 8' x 10' wood sectional overhead door, (2) 3' x 7' metal man
exit doors, 1 exit door complete with glazed transom.
FLOOR:
5" 3,000 PSI concrete floor slab.
ROOF:
4 ply felt and gravel built up roofing with 2" rigid insulation and vapour
barrier.
Under Steel: 18"
OFFICE CONSISTING OF: Ceiling Height: 9 Feet
1 Vestibule area complete with vinyl composite floor tiles. general office, 6
private offices, l coat closet, 1 storage room, 1 computer room all fully
broadloom. 2 private offices, 1 quality control area all complete with vinyl
composite floor tiles, 1 tool room complete with concrete flooring, (1) 10 x 12
overhead door, all acoustical ceiling tiles on T-Bar grid, drywall painted
partitions.
Warehouse Area:
1 Quality control area, 1 production manager, 1 shippers office all complete
with vinyl composite floor tiles.
-17-
WASHROOMS:
2 Consisting of:
1 Water closet outfit with olsonite seat.
1 Wash hand basin with center set faucets. 1 18" x 24" mirror.
Drywall painted partitions.
Acoustical ceiling tiles on a T-Bar grid system. Vinyl composite
floor tiles.
1 1 x 4 (2) lamp fluorescent fixture.
LOCKER ROOMS:
WOMENS MENS
------ ----
2 3 Water closet complete with Olsonite seat.
2 2 Wash hand basin complete with centerset faucets'.
2 2 18 X 24 mirrors.
Drywall painted partitions.
Acoustical ceiling tiles on a T-Bar grid system.
Vinyl composite floor tiles.
- 1 Urinal.
4 4 1 x 4 (4) lamp fluorescent fixtures.
KITCHENETTE:
Complete with stainless steel sink with centerset faucets, countertop and
vanity, vinyl composite floor tiles, drywall painted partitions, acoustical
ceiling tiles on a T-Bar grid system.
LUNCHROOM:
1 stainless steel sink complete with centerset faucets, countertop and vanity,
vinyl composite floor tiles, drywall painted partitions, acoustical ceiling
tiles on a T-Bar grid system, 1 hot water heater closet.
HEATING:
1 Recessed force flow heater.
5 Trane gas fired unit heater complete with thermostat and starting switches.
1 40 gallon hot water heater.
3 Rooftop mounted heat/air conditioning unit.
1 Water fountain warehouse.
12 1.0 KW baseboard heaters.
3 1.5 KW baseboard heaters.
1 3.0 KW force flow heater.
ELECTRICAL:
2 Incandescent recessed pot lights.
8 1" x 4" (2) lamp floursescent fixtures
41 2" x 4" (4) lamp floursescent fixtures
110 96" twin floursescent lamps
6 Exit light signs.
1 120/208 volt 30-4W 225 AMP 42 breaker panel.
1 347/600 volt 30-4W 100 AMP 18 breaker panel.
-18-
1 800 AMP 3P disconnect switch
1 100 AMP 347/600 disconnect switch
1 800 AMP splitter.
3 30 AMP disconnect switches
2 100 AMP disconnect switches
1 60 AMP disconnect switches
1 45 KVA transformer
DRAPES:
Vertical blinds supplied on the South. East and West elevations.
MISCELLANEOUS:
Sprinklered throughout conforming to the Insurance Advisory Organization
standards.
SCHEDULE "B"
LEASE AMENDING AND EXTENDING AGREEMENT
THIS AGREEMENT made as of the 1st day of April 0000
XXXXXXX
XXXXXX XXXXXXX XXXXXX LIMITED
00 Xxxx Xxxxxx Xxxx, Xxxxx 0000
X.X. Xxx 000, Xxxxxxx, Xxxxxxx
X0X 0X0
(hereinafter referred to as the "Landlord")
- and -
G.G.S. PLASTIC ENGINEERING INC.
0 Xxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
(hereinafter referred to as the "Tenant")
WHEREAS
A. By a Lease dated August 22, 1989, G.G.S. Plastic Engineering Inc., did
lease from the Landlord 31,200 square feet of space in the building
known as 0 Xxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxx, (the "Building 1110"),
(the "Original Premises") for a term of FIVE (5) years commencing on
the 29th day of September 1989, (the "Original Lease").
B. By way of a letter dated September 30, 1991 the Landlord extended the
Term of the Lease until March 31, 1996.
C. The Tenant has requested that the Landlord extend the Term of the
Original Lease for the Original Premises for a term of TEN (10) years
until March 31, 2006 and the Landlord has agreed to same.
D. The Tenant has also requested that the Landlord demise unto the Tenant
an additional 23,200 square feet of space in Building 1111, 0 Xxxxxxx
Xxxxxxxxx, Xxxxxxxx, Xxxxxxx, (the "Additional Premises") for a period
of TEN (10) years from April 1, 1996 to March 31, 2006.
E. The parties have agreed to amend and modify the Lease as hereinafter
set out.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements hereinafter set forth the parties hereto covenant and
agree as follows:
-2-
1. Definitions
All capitalized terms used in this Agreement and not defined herein
shall the meaning set forth in the Lease, save as modified or amended
hereby.
2. Premises, Term and Net Rent Payable
(A) Section 1 of the Original Lease, shall mean Building 1110, the Original
Premises, consisting of 31,200 square feet at 0 Xxxxxxx Xxxxxxxxx,
Xxxxxxxx, Xxxxxxx and Building 1111, the Additional Premises,
consisting 23,200 square feet at 0 Xxxxxxx Xxxxxxxxx, Xxxxxxxx,
Xxxxxxx.
(B) Section 2 "Term" of the Original Lease is amended as follows:
(i) In respect of the Original Premises, the Term of the
Original Lease is hereby extended for a further period of
TEN (10) years commencing April 1, 1996 and expiring on
March 31, 2006.
(ii) In respect of the Additional Premises the Term shall be for
a period of TEN (10) years commencing April 1, 1996 to and
expiring on March 31, 2006.
(C) Section 3, "Rent" of the Original Lease shall be amended as follows:
(a) Minimum Rent payable by the Tenant for the Original Premises, in
addition to the Additional Rent payable by the Tenant pursuant to
the terms of the Original Lease shall be as follows:
(i) For the period commencing April 1, 1996 to March 31, 1997
of the Term, the sum of ONE HUNDRED and TWENTY-FOUR
THOUSAND EIGHT HUNDRED and--00/100 Dollars ($124,800.00)
per annum of lawful money of Canada, payable in advance in
equal monthly installments of TEN THOUSAND FOUR HUNDRED
and--00/100 Dollars ($10,400.00) each, on the first day of
each and every month, and additional rental as set out in
this Lease. The foregoing rental is based upon an annual
rate of $4.00 per square foot times the Rentable Area of
the Premises of 31,200 square feet.
(ii) For the period commencing April 1, 1997 to March 31, 1998
of the Term, the sum of ONE HUNDRED and TWENTY-NINE
THOUSAND FOUR HUNDRED and EIGHTY--00/100 Dollars
($129,480.00) per annum of lawful money of Canada, payable
in advance in equal monthly installments of TEN THOUSAND
SEVEN HUNDRED and NINETY and--00/100 Dollars ($10,790.00)
each, on the first day of each and every month, and
additional rental as set out in this Lease. The foregoing
rental is based upon an annual rate of $4.15 per square
foot times the Rentable Area of the Premises of 31,200
square feet.
-3-
(iii) For the period commencing April 1, 1998 to March 31, 1999
of the Term, the sum of ONE HUNDRED and THIRTY-FOUR
THOUSAND ONE HUNDRED and SIXTY and--00/100 Dollars
($134,160.00) per annum of lawful money of Canada, payable
in advance in equal monthly installments of ELEVEN THOUSAND
ONE HUNDRED and EIGHTY and--00/100 Dollars ($11,180.00)
each, on the first day of each and every month, and
additional rental as set out in this Lease. The foregoing
rental is based upon an annual rate of $4.30 per square
foot times the Rentable Area of the Premises of 31,200
square feet.
(iv) For the period commencing April 1, 1999 to March 31, 2000
of the Term, the sum of ONE HUNDRED and THIRTY-EIGHT
THOUSAND EIGHT HUNDRED and FORTY--00/100 Dollars
($138,840.00) per annum of lawful money of Canada, payable
in advance in equal monthly installments of ELEVEN THOUSAND
FIVE HUNDRED and SEVENTY and--00/100 Dollars ($11,570.00)
each, on the first day of each and every month, and
additional rental as set out in this Lease. The foregoing
rental is based upon an annual rate of $4.45 per square
foot times the Rentable Area of the Premises of 31,200
square feet.
(v) For the period commencing April 1, 2000 to March 31, 2001
of the Term, the sum of ONE HUNDRED and FORTY-THREE
THOUSAND FIVE HUNDRED and TWENTY--00/100 Dollars
($143,520.00) per annum of lawful money of Canada, payable
in advance in equal monthly installments of ELEVEN THOUSAND
NINE HUNDRED and SIXTY and--00/100 Dollars ($11,960.00)
each, on the first day of each and every month, and
additional rental as set out in this Lease. The foregoing
rental is based upon an annual rate of $4.60 per square
foot times the Rentable Area of the Premises of 31,200
square feet.
(vi) For the period commencing April 1, 2001 to March 31, 2002
of the Term, the sum of ONE HUNDRED and FORTY-EIGHT
THOUSAND TWO HUNDRED and--00/100 Dollars ($148,200.00) per
annum of lawful money of Canada, payable in advance in
equal monthly installments of TWELVE THOUSAND THREE HUNDRED
and FIFTY--00/100 Dollars ($12,350.00) each, on the first
day of each and every month, and additional rental as set
out in this Lease. The foregoing rental is based upon an
annual rate of $4.75 per square foot times the Rentable
Area of the Premises of 31,200 square feet.
(vii) For the period commencing April 1, 2002 to March 31, 2003
of the Term, the sum of ONE HUNDRED and FIFTY-TWO THOUSAND
EIGHT HUNDRED and EIGHTY--00/100 Dollars ($152,880.00) per
annum of lawful money of Canada, payable in advance in
equal monthly installments of TWELVE THOUSAND SEVEN HUNDRED
and FORTY and--00/100 Dollars ($12,740.00) each, on the
first day of each and every month, and additional rental as
set out in this Lease. The foregoing rental
-4-
is based upon an annual rate of $4.90 per square foot times
the Rentable Area of the Premises of 31,200 square feet.
(viii) For the period commencing April 1, 2003 to March 31, 2004
of the Term, the sum of ONE HUNDRED and FIFTY-SEVEN
THOUSAND FIVE HUNDRED and SIXTY--00/100 Dollars
($157,560.00) per annum of lawful money of Canada, payable
in advance in equal monthly installments of THIRTEEN
THOUSAND ONE HUNDRED and THIRTY and--00/100 Dollars
($13,130.00) each, on the first day of each and every
month, and additional rental as set out in this Lease. The
foregoing rental is based upon an annual rate of $5.05 per
square foot times the Rentable Area of the Premises of
31,200 square feet.
(ix) For the period commencing April 1, 2004 to March 31, 2005
of the Term, the sum of ONE HUNDRED and SIXTY-TWO THOUSAND
TWO HUNDRED and FORTY--00/100 Dollars ($162,240.00) per
annum of lawful money of Canada, payable in advance in
equal monthly installments of THIRTEEN THOUSAND FIVE
HUNDRED and TWENTY and--00/100 Dollars ($13,520.00) each,
on the first day of each and every month, and additional
rental as set out in this Lease. The foregoing rental is
based upon an annual rate of $5.20 per square foot times
the Rentable Area of the Premises of 31,200 square feet.
(x) For the period commencing April 1, 2005 to March 31, 2006
of the Term, the sum of ONE HUNDRED and SIXTY-SIX THOUSAND
NINE HUNDRED and TWENTY--00/100 Dollars ($166,920.00) per
annum of lawful money of Canada, payable in advance in
equal monthly installments of THIRTEEN THOUSAND NINE
HUNDRED and TEN and--00/100 Dollars ($13,910.00) each, on
the first day of each and every month, and additional
rental as set out in this Lease. The foregoing rental is
based upon an annual rate of $5.35 per square foot times
the Rentable Area of the Premises of 31,200 square feet.
If the Term commences on any day other than the first or ends on any
other day than the last day of the month, rent for the fractions of a
month at the commencement and at the end of the Term shall be adjusted
pro-rata.
(b) Minimum Rent payable by the Tenant for the Additional Premises, in
addition to the Additional Rent payable by the Tenant shall be as
follows:
(i) For the period commencing April 1, 1996 to March 31, 1997
of the Term, the sum of NINETY-TWO THOUSAND EIGHT HUNDRED
and--00/100 Dollars ($92,800.00) per annum of lawful money
of Canada, payable in advance in equal monthly installments
of SEVEN THOUSAND SEVEN HUNDRED and THIRTY-THREE
and--33/100 Dollars ($7,733.33) each, on the first day of
each and every month, and additional rental as set out in
this Lease. The foregoing rental is based
-5-
upon an annual rate of $4.00 per square foot times the
Rentable Area of the Premises of 23,200 square feet.
(ii) For the period commencing April 1, 1997 to March 31, 1998
of the Term, the sum of NINETY-SIX THOUSAND TWO HUNDRED and
EIGHTY--00/100 Dollars ($96,280.00) per annum of lawful
money of Canada, payable in advance in equal monthly
installments of EIGHT THOUSAND and TWENTY-THREE and--33/100
Dollars ($8,023.33) each, on the first day of each and
every month, and additional rental as set out in this
Lease. The foregoing rental is based upon an annual rate of
$4.15 per square foot times the Rentable Area of the
Premises of 23,200 square feet.
(iii) For the period commencing April 1, 1998 to March 31, 1999
of the Term, the sum of NINETY-NINE THOUSAND SEVEN HUNDRED
and SIXTY and--00/100 Dollars ($99,760.00) per annum of
lawful money of Canada, payable in advance in equal monthly
installments of EIGHT THOUSAND THREE HUNDRED and THIRTEEN
and--33/100 Dollars ($8,313.33) each, on the first day of
each and every month, and additional rental as set out in
this Lease. The foregoing rental is based upon an annual
rate of $4.30 per square foot times the Rentable Area of
the Premises of 23,200 square feet.
(iv) For the period commencing April 1, 1999 to March 31, 2000
of the Term, the sum of ONE HUNDRED and THREE THOUSAND TWO
HUNDRED and FORTY and--00/100 Dollars ($103,240.00) per
annum of lawful money of Canada, payable in advance in
equal monthly installments of EIGHT THOUSAND SIX HUNDRED
and THREE and--33/100 Dollars ($8,603.33) each, on the
first day of each and every month, and additional rental as
set out in this Lease. The foregoing rental is based upon
an annual rate of $4.45 per square foot times the Rentable
Area of the Premises of 23,200 square feet.
(v) For the period commencing April 1, 2000 to March 31, 2001
of the Term, the sum of ONE HUNDRED and SIX THOUSAND SEVEN
HUNDRED and TWENTY and--00/100 Dollars ($106,720.00) per
annum of lawful money of Canada, payable in advance in
equal monthly installments of EIGHT THOUSAND EIGHT HUNDRED
and NINETY-THREE and--33/100 Dollars ($8,893.33) each, on
the first day of each and every month, and additional
rental as set out in this Lease. The foregoing rental is
based upon an annual rate of $4.60 per square foot times
the Rentable Area of the Premises of 23,200 square feet.
(vi) For the period commencing April 1, 2001 to March 31, 2002
of the Term, the sum of ONE HUNDRED and TEN THOUSAND TWO
HUNDRED and--00/100 Dollars ($110,200.00) per annum of
lawful money of Canada, payable in advance in equal monthly
installments of NINE
-6-
THOUSAND ONE HUNDRED and EIGHTY-THREE and--33/100 Dollars
($9,183.33) each, on the first day of each and every month,
and additional rental as set out in this Lease. The
foregoing rental is based upon an annual rate of $4.75 per
square foot times the Rentable Area of the Premises of
23,200 square feet.
(vii) For the period commencing April 1, 2002 to March 31, 2003
of the Term, the sum of ONE HUNDRED and THIRTEEN THOUSAND
SIX HUNDRED and EIGHTY--00/100 Dollars ($113,680.00) per
annum of lawful money of Canada, payable in advance in
equal monthly installments of NINE THOUSAND FOUR HUNDRED
and SEVENTY-THREE and--33/100 Dollars ($9,473.33) each, on
the first day of each and every month, and additional
rental as set out in this Lease. The foregoing rental is
based upon an annual rate of $4.90 per square foot times
the Rentable Area of the Premises of 23,200 square feet.
(viii) For the period commencing April 1, 2003 to March 31, 2004
of the Term, the sum of ONE HUNDRED and SEVENTEEN THOUSAND
ONE HUNDRED and SIXTY--00/100 Dollars ($117,160.00) per
annum of lawful money of Canada, payable in advance in
equal monthly installments of NINE THOUSAND SEVEN HUNDRED
and SIXTY-THREE and--33/100 Dollars ($9,763.33) each, on
the first day of each and every month, and additional
rental as set out in this Lease. The foregoing rental is
based upon an annual rate of $5.05 per square foot times
the Rentable Area of the Premises of 23,200 square feet.
(ix) For the period commencing April 1, 2004 to March 31, 2005
of the Term, the sum of ONE HUNDRED and TWENTY THOUSAND SIX
HUNDRED and FORTY--00/100 Dollars ($120,640.00) per annum
of lawful money of Canada, payable in advance in equal
monthly installments of TEN THOUSAND and FIFTY-THREE
and--33/100 Dollars ($10,053.33) each, on the first day of
each and every month, and additional rental as set out in
this Lease. The foregoing rental is based upon an annual
rate of $5.20 per square foot times the Rentable Area of
the Premises of 23,200 square feet.
(x) For the period commencing April 1, 2005 to March 31, 2006
of the Term, the sum of ONE HUNDRED and TWENTY-FOUR
THOUSAND ONE HUNDRED and TWENTY--00/100 Dollars
($124,120.00) per annum of lawful money of Canada, payable
in advance in equal monthly installments of TEN THOUSAND
THREE HUNDRED and FORTY-THREE and--33/100 Dollars
($10,343.33) each, on the first day of each and every
month, and additional rental as set out in this Lease. The
foregoing rental is based upon an annual rate of $5.35 per
square foot times the Rentable Area of the Premises of
23,200 square feet.
-7-
If the Term commences on any day other than the first or ends on any
other day than the last day of the month, rent for the fractions of a
month at the commencement and at the end of the Term shall be adjusted
pro-rata.
(D) Section 3(a) "Deposit" of the Original Lease shall be amended as
follows:
(i) The Landlord acknowledges possession of a deposit in the
amount of THIRTEEN THOUSAND SIX HUNDRED and FIFTY
and--00/100 Dollars ($13,650.00) in respect of the Original
Premises which will be applied to the last months' rental
payable by the Tenant in respect of the extended Term for
the Original Premises.
(ii) The Landlord acknowledges receipt of FIVE THOUSAND
and--00/100 Dollars ($5,000.00) to be held without interest
and applied to the last months' rentals due in respect of
the Additional Premises.
(E) Section 4 "Renewal Option", Schedule "C", of the Original Lease is
hereby deleted.
(F) Pre-Authorized Payment as set out in Section 5(a) of the Original Lease
for the Original Premises and as set out below for the Additional
Premises shall be effective April 1, 1996.
To pay rent and prior to the Commencement Date, it will arrange with
its banker to have all monthly payments of Minimum Rent payable
hereunder and estimated Additional Rent (as determined from time to
time by the Landlord) hereunder paid directly to Account Number
000-000-0 at the Royal Bank of Canada, Main Branch-Royal Bank Plaza, or
such other account and/or Bank as the Landlord may from time to time
direct in writing, by way of Pre-authorized Chequing, electronic
transfer or other similar arrangements acceptable to the Landlord.
The Landlord shall advise the Tenant each calendar year during the Term
of its revised estimate of the amount of the Additional Rent payable by
the Tenant for such year and shall provide the Tenant with the
particulars thereof. The Tenant shall take the steps required to amend
the arrangements with its banker made pursuant to the preceding
paragraph to provide for the payment of the revised estimate of
Additional Rent.
The Tenant agrees to provide the Landlord with evidence of such
arrangements from time to time and further agrees not to cancel such
arrangements without giving the Landlord at least thirty (30) days
prior written notice.
(G) Notwithstanding the foregoing and providing this Lease Amending and
Extending Agreement has been fully executed, the Tenant shall be
entitled to occupancy of the warehouse portion of 8 Kenview Boulevard,
Building 1111, the Additional Premises prior to commencement of the
extended term of this Lease Amending and Extending Agreement on
February 15th, 1996. This access period shall be free of Net Rent.
During this period, the Tenant will be responsible for Additional Rent
as outlined in this Lease Amending and Extending Agreement and all
terms and conditions of this Lease Amending and Extending Agreement
shall be in full force and effect.
-8-
(H) The Landlord agrees to permit the Tenant to construct, at its own
expense, a temporary connecting structure between the two (2)
buildings, to remain for nor more than four (4) years and removed at
the Tenant's expense. The Tenant will supply to the Landlord written
application for the construction of the said connecting structure. The
Tenant agrees the application will be approved by the Landlord in
writing prior to the commencement of any work.
(I) Schedule "D", Landlord's Work of the Original Lease is hereby deleted
and replaced as follows:
Upon execution of this Lease Amending and Extending Agreement the
Landlord agrees to supply and install TWO (2) 12' x 12' grade level
overhead doors and any necessary ramping required. This ramping is to
be located towards the front of both the Original Premises and the
Additional Premises.
It is agreed and understood that all additional items of work not
specifically described in this Agreement that may be required by the
Tenant shall be considered Tenant's Work (the "Tenant's Work") and
shall be performed by the Landlord at the Tenant's expense and provided
the Landlord is satisfied as the extent of the Tenant's financial
capacity to pay for such Tenant's Work the Landlord may amortize the
cost of all or a part of such work with interest at fifteen (15%) per
cent, per annum over the balance remaining of the Term of the Original
Lease as hereby extended.
(J) It is understood and agreed that all options or rights contained or
referred to herein are personal to G.G.S. PLASTIC ENGINEERING INC., and
are non-assignable or non-transferable to any assignee or sub-lessee
without the prior written approval of the Landlord.
(K) Lease Remains in Effect
The parties acknowledge and agree that the Lease shall remain in full
force and effect.
-9-
IN WITNESS WHEREOF the Landlord and the Tenant have executed this Agreement as
of the date first set out above.
The Corporate Seal SLOUGH ESTATES CANADA
LIMITED was hereunto affixed in the presence of
By: Xxx Xxxxxxx
-----------------------------------------------------------
Authorized Signing Officer
And: A.D. Motley
----------------------------------------------------------
Authorized Signing Officer
I/WE have the authority to bind the Corporation.
The Corporate Seal of G.G.S. PLASTIC
ENGINEERING INC. was hereunto affixed in the
presence of
By: X. Xxxxxxxxxx
-----------------------------------------------------------
Authorized Signing Officer
And:
-----------------------------------------------------------
Authorized Signing Officer
SLOUGH ESTATES
Slough Estates Canada Limited
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx Xxxxxx X0X XX0
Tel: (000) 000-0000
Fax: (000) 000-0000
September 14, 1998
Via Fax: (000) 000-0000
X.X. Xxxxxxxx Real Estate Ltd.
00 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxxx
Dear Xxxxx:
RE: Sublet 0 Xxxxxxx Xxxx., Xxxxxxxx, Xxxxxxx.
Building 1110, ("Premises") - 31,200 sq. ft.
--------------------------------------------------------------------------------
This letter will confirm our consent to the sub-leasing by G.G.S. Plastic
Engineering Inc., (Tenant), to Formost Data Products Inc., (Sub-Tenant), subject
to the following:
(a) Confirmation that the above ground parking at the Building containing
the Premises by the Sub-Tenant and its employees will not create a
parking problem. How many vehicles will the Sub-Tenant and it's
employees be bringing to this location?
(b) The preparation, execution by the Tenant and Sub-Tenant and delivery
of an original copy of a sub-lease to Slough for a term expiring not
later than March 30, 2006.
(c) The Landlord reserves the right to require that any additions and
alterations made to the Premises by the Tenant or Sub-Tenant since the
Commencement Date of the Lease be removed at the expiry of the Lease.
We await receipt from you of the details of the alterations referred
to in your letter of September 14, 1998.
(d) G.G.S. Plastic Engineering Inc. shall not be released from any of the
covenants contained in the Lease dated August 22, 1989 as amended by a
Lease Amending and Extending Agreement dated April 1, 1996, on its
part to be observed and performed and any Inducements, Landlord's
Work, Net Rent Free Periods, Options or Rights remain personal to
G.G.S. Plastic Engineering Inc. and are not available to the
Sub-Tenant.
Slough Estates Canada Limited
X.X. Xxxxxxxx Real Estate Ltd. Page 2
(e) The Sub-Tenant agrees to be bound by all the terms of the Lease except
as varied by the Sub-lease as to the amount of rent.
(f) Please supply a detailed letter of use from Formost Data Products Inc.
as to the intended uses the Sub-Tenant will be conducting in the
Premises. We note from the offer to Sublease that an associated
company will be subletting a portion of the warehouse, please supply a
detailed letter of use from the proposed Sub-Tenant's associated
company as to its intended use of a portion of the Premises.
(g) The payment of Slough's administration fee of $500.00 (plus taxes).
We trust that this letter will allow you to continue with your sub-leasing
arrangement. We look forward to receiving the executed original sub-lease in
early course and will charge the Tenant's account for $500.00, (plus taxes). Our
consent to the sub-leasing shall not be construed as an acknowledgement or our
agreement as to the contents of such sub-lease which shall remain the sole
responsibility of the parties thereto.
Yours very truly
SLOUGH ESTATES CANADA LIMITED
/s/ A.D. Motley
A.D. MOTLEY Manager - Legal Administration
ADM/jd
c.c. Xxxxxx X. Xxxxxxx, Vice President - Leasing
c.c. Xxxxx Xxxxx - Property Manager
c.c. Xxx Xxxxxx - Leasing Manager
SLOUGH ESTATES
Slough Estates Canada Limited
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx Xxxxxx X0X XX0
Tel: (000) 000-0000
Fax: (000) 000-0000
October 13, 1998
Via Fax: (000) 000-0000
G.G.S. PLASTIC ENGINEERING INC.
0 Xxxxxxx Xxxx.
Xxxxxxxx, Xxxxxxx
X0X 0X0
Attention: X. Xxxxx
Dear Sir:
Re: Games Trader Inc. - Sublease 0, Xxxxxxx Xxxx., Xxxxxxxx
Receipt of a copy of Games Trader lnc.'s letter to you of October 1, 1998 is
acknowledged requesting consent to a change in control of the company.
This letter will confirm our telephone conversation of October 8, 1998 wherein
we confirmed that we did not have any objection to the proposed change in
control.
Please advise us of any change in the name of the subtenant in due course.
Yours very truly
SLOUGH ESTATES CANADA LIMITED
/s/ A.D. Motley
A.D. MOTLEY
Manager - Legal Administration
ADM/jd
c.c. D. Xxxxx
X. Xxxxxx
X. Xxxx
