HomeMy WebLinkAbout01 020 agree mun admin cen leas
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
BY-LAW
NO. 2001 - 20
BEING A BYLAW TO AUTHORIZE THE SIGNING OF A LEASE
AGREEMENT WITH RCM TECHNOLOGIES CANADA CORPORATION,
SUSTAINABLE ENERGY LINK AND MERLIN GENERAL
CORPORATION, FOR RENTAL SPACE IN THE MUNICIPAL
ADMINISTRATION CENTRE AT 1475 CONCESSION 5, MUNICIPALITY
OF KINCARDINE
WHEREAS the Council for The Corporation of the Municipality of Kincardine
deems it advisable to enter into a lease agreement with RCM Technologies
Canada Corporation, Sustainable Energy Link and Merlin General Corporation in
consideration of the rents, covenants and obligations stipulated therein;
NOW THEREFORE the Council for The Corporation of the Municipality of
Kincardine ENACTS as follows:
1. That The Corporation of the Municipality of Kincardine enter into a lease
agreement with RCM Technologies Canada Corporation, Sustainable
Energy Link and Merlin General Corporation, in consideration of rents,
covenants and obligations at the Municipal Administration Centre. 1475
Concession 5, Municipality of Kincardine;
2.
That the Mayor and Clerk be authorized to sign, on behalf of The
Corporation of the Municipality of Kincardine, the Lease Agreement with
RCM Technologies Canada Corporation (attached Schedule "A").
Sustainable Energy Link (attached Schedule "B"), and Merlin General
Corporation (attached Schedule 'C");
3. That this By-law shall come into full force and effect upon its final
passage.
4. That this By-law may be cited as the "Municipal Administrative Centre,
Lease Agreement, By-law".
READ a FIRST, SECOND, and THIRD time and DEEMED TO BE PASSED
this 14th day of March, 2001.
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JlABOOD . DARCY
THIS LEASE made 6S of the 9~ day of Mareh. 2001,
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACf.
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BETWEEN:
THE CORPORATION OF THE
MUNlCIPALlTY OF KINCARDINE
o.ereinafter called the "Landlord")
OF THE FIRST PART
-and-
RCM TECHNOLOOIFS CANADA CORP.
(hereinafter called the "Tenant")
OPTHESECONDPART
e
In considerationofdlereots, CO_IS and obligalioos stipulated herein the Landlord andthe Tenant
have agreed to enter Ù\IO a Lease of the PremIses being that part of the bllUding (the "Building")
shown ollllined in red 00 the sketch anne>œd hereto as Schedule" A" which building is lo<:ated on
the laods and ¡rremises (the "Real Property") being pam of Lor8 29 and 30, Conœ5$Ïoo "A",
Township of Kincatdíne (now Municipality of Kincædine), County of Bruce, designated as Paris
1 and Z ooReferenœ Plan 3R-5856.
1. GRANTOF'LEASE
(a) Tho Landlord I..... the Premises 10 the Tmant;
(i) at the Rent set forth in Sectioo 2;
on for the Term set forth in Sedion 3; and
(¡i¡) subject to the condilions and in øcc:ordance with the covenants. obligations
and agreements herein.
(b) The Landlord covenants thar ~ bas me right to grant the leasehold interest in the
PremIses free from eocurnbrances except as dlscIooed 00 title.
2. Imm:
(aj Rent means the amounts payable by Ihe Tenant 10 Ihe Landlord pursuant to tbis
~OI\, and includes additlorW rent.
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(b The T~ to I)ay to the Landlord. durinB Ihe Term of Ihis Leaae Rent in
Ihe BIOOwtt Of THIRTEEN THOU:SANDNI.NE HUNV!{W ANV TWIINTI IJUu..AJ(i)
($13,920.00) payablein equal JDODIbIy iDsta1meots of ONE THOUSAND ONE HUNDRED
AND SIXTY DOLLARS ($1,160.00) each in ildvance 00 the 1" day of each and every
month, the lirat payment to be made on the 1" day of April, 2001 and me last such poyment
to be made on Ibe 1" day of Matcb. 2002.
(c) The Tenant further coveoao1S to pay to 1be Landlord OS! on the RenL The antourtt
of OST shall be calculated in accordante WÍIb me applicable Iq¡isIation and shall be paid ar
lite same túne as the tent to which tho OST applies is payablo to the Laud10rd under this
Le.... The Landlord shall have the SiIßIe rights and remedies 00 oon-payment of aST as it
has fOt rent in arrears under Ihis Lease.
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(d) Tho Tenant furthet covenants to pay all oIher sums requited by Ibis Lease 10 be paid
by it and agrees wt all amounts payable by the Tenant to the Landlord or to anyv o~ FY
t '" !he provisions of Ibis Lease shall be deemed to be ad<litional rent ( Additional
::;' ""'orb... or not spedfically designated as such in Ibis Lease.
(0) All paymeÞI8 to be made by tho Tenant pursuant 10 1bis Lease sball be dellirered to
the Land10rd atthe Landlord's address for senìce set out in Secli0ll16 or to such otherplaœ
.. the Land10rd may froJn lime to time direct in writing.
(I) ~ Tenant Bg"'" \0 pay in advance to tho Landlord at1be commencement of me
Term 1be rust BOd last 1'IIontba' Rent payable under Section 2(b) of Ibis Lease.
(g) All Rent in arrears and all SWII8 paid by the Landlord for e>:pense8 incunecI wItich
sbould bave been paid by tho Tenant shall hear interest fn>n¡ the dale paymenl waa due, or
made, or expense incurred at a rate per amwrn equal to the prime commercial lending rate
of the Landlord's bank plus turo (2) per cent.
(b) ~ TtnBDI aclawwlodges and agrees thai the paymen¡s of Rent BOd Addìlìona\ ~I
provided for in Ibis Lease shaU be made withoul any deduction for any reason whatsoever
unless eXpreSsly allowed by the tenns of this Lease or agreed to by the Landlord in writing;
BOd
(¡) no partial payment by the Tenant ..,bleb is accepted by the Landlord shall be
-.idered lIS other than a pattia\ payment on account of Rent owmg and shall not
prejudice the Landlord's right to recover any Relit owing,
3.
rrRRu AND PO~Ii'~(¡q'ON
(a) The Tenant shall hsve possession of the PremiBes for a period of one (1) year,
cotnmoncíngonthe 1" day of Apri1, 2001 and endíngon the 31" day ofMarcb, 2002 (the
"'Tenn").
(hI Subject to the Landlord's rights underllú$ Leaae, and asloog as the Lease is ingood
standing the Land101<! covenants that the Tenants shall have quiet e..joyrnent of \be Pn:misos
during rile Tenn of this Leas. without any ÌDIeInIption or disturbance from the Land1artI or
any other person or pet'SOJIs laWfully claiming through the Landlord.
(c) H the Tenant fails to lake Po.....ion of the Premises or to open for busìœss 00 or
before the date specìiied {or commoncement of !he Term of Ibis Lease, rhe Landlord aball,
in addition to any oIher tllmedies, have the righllO terrnÌ1We Ihis Lease JJ!'Oß 1WeIIIy-fOlU
(24) bouts written notice to the Tonan~ and to recover from the Tenant the c,,"t of aU work
done by the Land10rd 011 bebalf of me Tenant
4,
COMMON F ACILITJE!¡ ANn !/F.RVIt::ES
(I) The Tenarlt, together with and in common with all orhera elllitles themto and their
respecti.e offi"""" BgèIIts, semnts, employees. COIltracIOrs, customen, învitees or~.
abaJJ be entitled to the use and benefit of !he Common Facilitiea. ~ TOIIBDI sball1lO1
unrelOSOtll!bly block or in any tI18IIßer hi.uler lite Landlord or oIh... pmon.s who may be
authorized by the Landlord 10 ur1Jize the Common Facilities from SO doing. The LaJ>dJord
may, in his discretion ÚOlll time to Ii"", permil certain petsOI1S to have the exclusive""" of
portions of the Commoo FacUities 10 the oxcIU3ion Of !he Terwtt and other )er8ODS.
(b) Aa pari of this Lease, the Landlord sLall supply at his expet18e the utilities for Ihe
Premiaea being electricity. w..... heat and Iir-<1OllditiOl1Úlg and shall fmther be rupl)nSible
for the elevator. exí$ting security syuem, soow ploughing, lawn maintenance. CU8todial
services 10 lite Building and garbage collection and removal.
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(c) For the purposes of 1Iùs Lease, "Common Facilities' ~eans all <:<>rntnOll aroa8 and
uIiIìIies fro", lime to lime fumisbed or designated (and ...blch may be ~od) by the
Landlord for tho u&e in _on, in such _ as the Landlord may ponniI. of - of
promiso3 ÌD the Bunding and all othors entided 10 ocœss and tbeir~ ofliœrs, "!Ien1s,
servants, employ.... oontnctorS. C\I8IOIIIOtS. invileeS or liœus";, ~uding, WIthout
limitalÍOO, psrldng areas, access roads, drivt:'N&}'s, enttanceS and eXIIS, s.dowalks. ramps,
t.,,-.....po!d ......, building enrnnces. lobbies. stairways. elevators, passageways and
washrooms.
5.
AS.'UGNMENT
(a) The Tenant shøll DOt assign thís Lease or sublet the wbole or soy part of the Premises
unless be fint obl8Ìns the consenl of the Landlord in writing, which consent sball not
~Iy be withhold;
(i) and tho TODaJIt Þereby ...aìves his ri¡bt 10 the benefit of any present or future
Act of the Legislature of Ootario wbieb Vo'OUld allow the Tenant 10 assign IIùs Lease
or sublet Ibe Premises wi_ the Landlord's conænt.
(b) The consent of the Landlord to any aasigrunent or subletting shall DOt opetaJe as a
waiver of the necessity for consent 10 any 5Ubaequent assignrnont or subteUing.
(c) Any consent granrod by Ihe Landlord sbaII be conditional upon the assign...
subles80e or occupant executing a W 'ÙIeQ agreemenl diroctly with the LøndIord a¡reeiøg 10
be bound by all the termS of this Lease as if the assignee. SIIbkssee or oc<:U >IIII bad
originally executed IIùs Lease ss Tenant.
(d) Any consent given by the Landlorð to any assígnmoÐt or other diapœilion of Ihe
Tenadt's imèrest in thi6 Lease or in the Frenlisos shall not relieve the Tenant ÚOØ1 bis
ob1ígatíons under this Lease, including the obligalioo 10 pay RollI and Additional RollI as
provided for herein.
(e) 11 the party originally entering into tbJs Lease 6S TOII81II, or any psrty 'NIto
8Ub$equmdy becomes the Tonantbyway of assiBJIDH'III orsubleaseor otherwise asprovidod
for in IIùs Lease, is . corporation Ihen;
(i) die Tenant sball nol be entitled to deal With its authorized or issued capital or
!bar of an cffilioced company in any way !bar results in . change in !be effective
. voting COJ1IroI of !be Tenant uuJess Ihe LandIord first COIISeIIIS in wriling to the
proposed change;
(in if any cbang. is made in the C<mtrOI of the Tenant corporation wìtboul the
writleJ1 CODSentof the Lar1dlon1lheo the Landlord shaII be entitled to treat die Tenant
as bei11g in default and to exercise the remedies stipuIarod in poragrspb 11 (b) of fhi.
Lease and any other remodi.. avaiJaþle in law;
(ill) the Tenant agrees 10 maIœ available 10 the Landlord or his autIwri%ed
representatives the corporate books and reoords of die Tenant for inspection 81
reasonable times.
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(0) During tho Term of the Lease the Premises sball not be uaed for any purpose other
thm commercial office plII'p06eS.
(b) The Tenant ,hall DIlly make such reasonable \100 of the utiliûe$ supplied 10 the
Premises as would. reasonable _I U$ing Ihe Premises for commercial office purpos...
(c) The Tenant shaII nO! do or permit to be done a¡ the Promises lIIIyfhiag wbicIt ",ay:
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03/14/01 12:19
VSlS 396 8144
IIAIIOOD , DARCY
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constitute a nv.isanœ;
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(ü) cause dan>age to the Pre~ ...
(ill) cause iDjury or annoyance LO øc:cupants of neìghbounng preønses;
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(Iv) mob void or voidable any += upon the 1'remises;
(v) corIStÌluIe a breach of any ,/,y.IaW, staIu1e, order or regu.laI\oo of any
municipal, provincìal or other compejent authority rell11ing 10 the PrerniB...
7.
RF.PAIR. AND MAINTRNANCE
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(0) Th. Tenant covenants that during the:teml of Ihis Lease and any _01 thereof tbe
Tenant shaU keep in good condilion the Premì8es including all alterations atId addilioasmado
theleIo. andBhal), with orwìthoUl noQce, prœD¡.dyr!lalœ all neededrepaira and all necessary
repIaœrneol8 88 would a prudent 0'WIIer; !
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(i) but the Tenant sbaII not be ~e to effect repaira arttiburableto reasoaable
wear and tear. or to damage caused i?Y fire, lightning or storm.
(b) Tho Tenant sbaII permit the Landlord or a person authorized by the Landlord 10 enter
tile Premíses 10 examine the condition theTeot and view the Wile of repair at _able
IÌIIICs: i
0) and if upon SUchex81\'linatioo!repairs arefotmd to benocoaaary. writteD.DOIÌce
of the repairs required sbaII be giveJI to the Tenant by or on behalf of tho Landlord
and the Tenant sballlI18ke !be nectssary ropails witbìn the time opocified in the
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<Ii) and íf!he Tenant refuses or IiegIects 10 keep the Pnmú80s in good repair the
Landlord may, bllt sbaII not be obU8ed 10, mob any necessary repaira, and sbaII be
penoitted to enter the Premises, by himself or his serv80lS or agents, for the purpose
of offec:tÏ118 the repairs without beiJ;I8 liable 10 Ihe Tmaot for any loss, damage or
inconvenience to the Tenant in comiectioo wilh the Landlord's entry and repairs.
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(A) and if 1be Landlord inakes repairs Ibe Tenant sbaII pay the cost of
them imnIe<ti9lely as Additlimal RaIL
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(c) Upon the expiry of 1be Term or othOr detemairuotion of Ibis Lease 1be TOII8IIt....
peaceably 10 IIummder Ihe Premises, incl,..¡;"g any alterations or additions made tbenro,lO
theLand10rd in a Br8\e of good repair. reasoòable wear and 1... and damage by fire, IigJlUlbo ¡
and 0t0rQI only exceplcd. ,
(e ) The Tenant sbaI1 immediately give written notice 10 the Landlord of any subatantial
damage that otcUrS to the 1'remises from any cause.
8. ALTERATIONSANDAnnmn_
(0) If the Tenan~ during the Term of this Leaoe or any renewal of it desires to make any
aJterarioos or additions 10 the Premises, Including but not limìted 10: orer:tìog partitions.
alladúng equipment, and installing oeœsaary fumiohinga or additional equipment of the
Tenant's buaioess, the Tenant may do SO ai.bis own expense, at any time and from time 10
tirœ, if the following conditiOllS are met:
(i) bef_ undertaking any ofter:atíon or addition the Tenant sbaII submit 10 the
Landlord a plan showing the pro IOÒed alterations or addiliOO8 and the Teaant sbaII
fè!oos
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!tUS 3S6 6lU
IIAJIOOD\ & DARCY
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not proceed to malee any , ~ûon or \.¡,¡¡¡;on unloss the Landlord bas approved the
plan, and the Land10rd sh not ~Iy or arbitrarily withhold his approvlll,
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(A) and items iitclUded in \¡J'PIan wlùch are regarded by the Teuant as
"Trade Fix1nre$" St be desípiiled lIS socb on the plan;
W) any and aII.herm ~ addi~J to tile Premises made by the Tenant must
comply with all applicable buildín& c<1&i standards and by-laws of the munlcipality
ia ",lùch the Pnmiaes are 1ocàted. ' I
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!b) Tbe Tenant shall be responsible for and,pay the cost of any altemions, additions.
msl8llationS Or improvements !hat .any goverhing authority, municipal, provincial or
otherwise, may require to be made in. on or to 1I1e Premises,
(e) No sign, advellisement ornotiœ shall \,. inscribed, poiatedor affixed by the Tenant.
or any other person on the Tenant's bebalfi on any pan of the inside or 0IIISide of the
building in wbìcb the Premises are 10Caœd IDIiess the sign, advertisemenl or notice bas been
approved ia every respect by the Land1œd. ;
(d) AJllllterations and additioDa 10 the ~ made by or OIl behalf of the Tenant,
other Ihao the TenllDl's Trade Fixrureo. shall immedi....ly become the property of the
Landlord without COll1penaat1on to the Tenant.
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(e) The Tenant asr-, at Iù' own expense and by whatever means may b. necessary,
immediately to obtain the rel...e or discharge of any encumbrance that may be regìstem
apiast the Landlord's property in connection with any addiIiona Or alterations 10 the
Premises made by the Tenam or in connecti~ with any other adivil)' of the Tenant.
(t) If the TtDBnt bas complied with his obligationa according 10 the provisioos of this
Lease, the Tenant may mnove his Trade Fíxru'res at the and of tho Term orothorlenDination
of this Lease and the Tenant covenants thet' ~ will make good and repair or replace 6S
1Ie(" i.., any d&ma !e caused 10 lhePæmìses ~ theremoval of lite Tenant's Trade F-.
(g) OIhertban.. provided in paragraph sit) above, the Tenantsball not, during the term
of this Lea... or any time thereafter remove from the Premises any Trade FixtureS or other
soock¡;;øul cMttola of th. T-.rwu &XCêpt in th~ fol'^-iftB d.......murtAnt"'.P.R:
(i) the """"vIII is-in tile ordinøry COUJte Qf business:
(Ii) Ibe Trade Fixture bas become unneces98I'Y for the TenanI's buaI-. or is
being replaced by a new or similar ¥ Fixrure; or
ijil)
the Laf1d\otd bas consenred in'writing 10 the removal:
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bu. in "'y ...... .n.. r....nt shalt make ,00II' UIY damage cauaod to tho Premises by the
instaUatioD or _al of any Trade Fixtutes. equipmelll. partitions. fumI8bings and any
other objects wbatsooVer brought onto !he PtEm1aes by the Toœnt
(It) 'lb. Teuant sba11. at his own expense; if requested by the Landlord, remove any or
aU additions or improvementS made by the TOÌ1ant to the PremIses during the Tem1 and sba1l
repair aU damage caused by Ihe iøsta1lation or the removal or both.
(1) ~ Teuant sbaII not briDg on 10 tit!> P,erniaes or any part of the Premises any
machinery, equipment or any other thing tIuIt might, in the opinion of the ~ by
reason of its weight, size or use. damage the Premises or overload the floora of the Prem....;
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OJ and if tbe Premises ore ~ or overloaded the Teoant sbaII restore the
PremIses immadiately or pay 10 the iAIndIord the cost of restoring the Premi....
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lNSIIRANCE
10.
indemnified against all claims and
""'I>OCtOf_~"'_or_ny.
, uae or oc:cupancy of the Premises or the
. And the Tenant further ÇOVeoants to
branœ on or damage to the Premises, Ihe
by or wing from Ihe act, default, or
ants. employee8, coolnu:tors. customers.
6) and Ihe Tenant 'ees
tenrù1IaIiOll of Ibis Lease I.
contrary.
" foregoing itldemnJty sba1I """,Iv. the
, . 8IIY provìsíons of tbís LeaBo to the
, wn name to provide coverage with respect
sufficiem to allow the TeJWIt to meet his
the T""""I "g8Í1l811oss of revenues.
(e) The Ten.... shall carry'
to Ihe TeJWIt', property within
shall provide for coverage ana
equipment, Trade FIxtures,
(d) Tbe Tenant shall, during J
In full force 8I1d effect, ÏtI the '
ÍII8UJ'8Dœ applying 10 all op<nIi :
liability. prodOCUlliability. con . Iíah'
liability and \eIWII8'Iega1liabil' . with
PremIses. Sw:b policies ahaI1 be ona
TWOMlILION DOlJ.ARS per ,
insuratIo:e required to be . '
companies IicetIIed to do . I witbiu.
Landlord. The Toœnt &haI1 Ï\m1i\Ih Ihe
evidetIte of all such insurance I Y
)_ provide, at his 0WtI expense. and keep
LatIdlord and the Tenant, public liability
t and which aball ÍllC\ude bodily mjury
contID¡¡enI Uability, 1IOtI-<J'WIIOd automobile
to the accupancy by the TOtIIIIIt of Ihe
, prehensíve basis withlimitaofnot less than
, wiIh a cross liability ct...... AU policies of
's provision shall be with a compotIy or
, Province of Ontarlo and &ppJOVed by the
, ord with certificates or other acœptab1e
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(a) H Ihe Premises or Ibe bull' .
destroyed, in whole or in part, by:
apply;
rho Pmniaes are loca~ are damaged or
peril. then die followiog proviaÎOllS shall
OJ if !he damage or
impossibletoœpairor
the happening of such
cease from the date the
immediately surrender ';..mai
Prenûsas to the Landlord. ' , the
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(ü) If tho Premises can! ~ re
for occupancy withitllZOdlij,
the damage renders !be P..bnise.
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~ shaIJ not accrue after that such damage ocxurred, or wlûle the
procII68 of œpair ia going r " Landlord shall repair the Phmisea with all
reasouabIe apoed. and the '11 's
after the tIP': ¡, Y repairs Mve
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(Iii) H the (eased ' ' can . I within lZO daya as aforesaid, but the
damage issucb lhal Ihe I ':, . , arecapableofbeingpaniallYused.tItonuntil
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Ihe Premises unfit for OCCIIJIIIII"Y and
I. di1íg0llCe withitllZO clear daya from
'on. 1hen Ihe Term hereby snmted oba1I
. on occurred, and the Tenant shall
of the Term and ¡ivo p csstasìœ of Ihe
, from the time of the sunender shall abaIe;
I able dUìgœce. be repaired aJId rendered fit
I, bappeIIiDg oftbe damage or desø'uclion. bat
y unfit for oc:cupancy. then !be rent hereby
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03/14/01 12:21
~S19 396 a144
11.
,hall continue in poaaessioo ond the Rem
destruction or the period of time noquin>ò
'œct retained by the Landlord.
I>ow )unuj failure or stoppll&" of oerviœs
according to this Lease, from 6IIy cause
(a)
for a period of 15 ~ive days,
has been made or DOl;
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(11) " r' or faned to perform 6IIy of his
obligations wtder this !
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(A) theLandl' I gi "œspec:ifyingthenatureofthodefaultand
lb. SIep6 required fl,~' '
(B) Ibe Tenanl ~raìJed tho defap\tas reqnired by \be nonce;
(ill) \beT......tbas; ili ¡
(A) become b ,I, i lvent or made an assignmopt for the beœfit
of CredItors; ¡ Ii i ¡
(8) had its ~ " attached in sarisfactlon of ajlld¡rpent;
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(C) had a receiver'
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(I» comlIlÍtted w.~ BOt I to do anything witb Ibe l!!auIt tbala
CoDstrucIiOD Lion IJ olher ': """" is registered against the Landlord's
propertr, II ¡ !
(E) without \be I cbasent òif the Landlord, made or enterod Duo an
agreement to ß)~oke I. r ofl'~~ to whicb the Bulk Saw Acl applies;
(F) l81œnactio iflbeT ,lis a corporation, witlt a V\ewto winding up,
di$soJution or Ii . I.on; I
(iv) any insurance poJ lis 'Od or DOt _ed by reason of tho uae or
~~of\be~lorbyl: of~~of~
(v) the Premises;
(A) become V808I)I or \IrIOCCIJPÌOCI for a period of thirty (30)
-.uive days; or I I
(B are not 0"",, Jor , on more Ihan lbirty (30) busìoes. days in
...y twelve (lZ) raao:dh peril ior 00 6IIy twelve (12) ~"""ltÍve busmess
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03/14/01
12:21
eS19 396 SIU
IWIOOD . DARcY
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orpersons, or for any O1herpurpose than
the written consent of the LandlonI.
(b)
wilh the next three mornbs" rent shall
termina1e this Lease and to "'-enter the
so.
(e), If, because an Ar#. of IiuII bas, , the Landlord exercises bis right to
tenniDa1e this Lease and re-enter I PremiseS 'or to the and of the tenn. theT_ shall
nevertbe1... be liable for paym Of Rent .,¡.¡ other antO\DIIB payabl. by the Tenant in
acc;ordaru:e with the provisions 0 1I,¡s ~ ' the Landlord has to-let die Pternises or
otherwise deaJt with the Prom! In sudt œ that the œ$S&tion of payments by the
Tenant wiU not n:sult in 10..10 H
(i) and the Tenant to be r
of this Lease for pa rf any cüft
agreed to be paid for tho Term hereby
the Landlord. j
(d) 'The Tenam covenan!$ t nOIWÌ
LegiaIature of the Province of Ordrio, the
of litis Lease sbaU nol be exempt: 10m levy
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(i) and the Tenant acknowledges
there should be no sucl1.ptioD
this Lease: I
(A) the Tenanlwaiv.. the
might otherwise be/available
and
10 the LancIIard. urIIi1 the end of the Term
beIweeI1 the _ of Rent hereby
and the Rent any new tenant pays 10
. ng any prtSOltt or future Act of the
property of the Tenant during the term
s for Rent in anears;
t it is upon the o:q>ress wuIeratanding that
. Lease 1& eotered into. and by "XeC1~~g
.1 of any sudtlegíslative provisions wbich
Tenant in the absence of this agreement;
(B) the Tenant
estoppel against
to levy dis1Rss ag
Landlord may plead this OOVenan\ as an
lCIIœ is brotJ&ht 10 Ie9IlboLandlord'arishl
's property.
, the Landlord chooses 10 waive his rigbt to
this Lease or at law the W8ÍYer shall not
12.
(a) If the Laud10rd _ at any âmo 10 'the Prm1ises or any part thereof, 10
an extent that rendera continued .! the tenant impracticable, or if the Premises
Be expropriared or condemned _y ~ t authority:
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03/14./01 12:22
tt519 39s s144
(j) The Landlord shall
(90) clear day.' notice in
to terminate Ihis Lease by giving ninety
'or
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I ' to vacate lheprernises wilhinninety (90)
. Tf:II8IIt of a bonus equal to threelllØDlhs'
,
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(ü) Ihe landlord may
:: frompayrnent by Ibel
(AI but payme I
wriIIen notice fr<mi
intent to exorclae
shall be ..c...voA"",ùed or preceded by
: to the TonBftI advising of Ibe Landlord's
I
(b) The Tenanugre<S 10 pemji I
of Ihis Lease to display "For R...¡!o
. ,
Ihe Premises 10 prospecIìve new
aurboriIy of the Laodlord 10 view:
(c) If the TenaøI remains in
as aforegaid and if the Landlord '
agreed lhal such overhOlding by' I T
create a mootbly tenancy omy but
conditions of Ibis Lease excepl !Ii
ðuring the last three monrhs of the Term
signs or both atllle Premiaes and to show
and to peanit anyone having written
reasonable hours.
Premiaes after termÌ1I8tÍOO of Ibìa Lease
for the Premi6es from the Tenant, it is
accepIabCe of Rent by the LaruIIord shall
shall remain subject to all the terms and
e Tenn.
13.
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~. during the Term, upon being given aI
¡ " and deliver to the Landlord a _en! in
¡ !I
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, 'I force and effect (or if modified stating the
, lin full forœ and effect as modified):
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L have been paid.
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security depo$its; and
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(b)
(c)
(d)
(e)
(f) partJculars of any
14.
¡!
(a) , ' ,TenaøI uødar tbIa Lease are subject and
SIIbordinate to any and all charges gaíøIt , Imd. buiJdìng8 or Ùllþro._ of wbich Iha
Pnomises form part, whe!her the ' e 18 J ,_ of a mortga&e. ttuat deed, Hen or any
other form of c:barge arising frd tIíe' , , , or re-finaDcIøg incIoding extensirms or
reœwaIs, of !be Landlord's' ' ¡, ihe ", '
) ~: I
(b) Upon !be "'I\IOSI of u..J !, 'TOIIant will execute any form required to
subordinate this Lease and the T~'rig imY such charge. and will, if required, aItom
to the bolder of me charge. , I: I,!
(e) No subordination by the if ve the effect of pemúIIløg the bolder of any
charge to disturb the occupalion ,', of the Premises by the Teøam..1ong as the
Tenant performs his obligalionslulukr ' ,
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03/14/01 14:34
ttsu 398 8144.
IWIOOD .. DARCY
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15. RTtI_ AND REGULATIONS ¡
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~ TerwIt agrees on behalf ofitaelf and ~ entering the Building with !be Temmt's
authority or permi..ion to comply with all :' rules and regul8Jlocls !bat form part of 1IIIs
Lease or that !be Landlord may make from . I for !be safety, care and d....n..... of the
BuiIdiDg and Ihe preservation of good order in . ding mol ConnnorI Pacilities,
16. NOTICE
(a) Any DOrice required or permined
termS of IIûa Leue may be given
given by oœ potty 10 Iho - U8U8IIt 10 the
to the Land10rd at:
707 Queen Street
KìncanIiœ, OIIlario
N2Z 1Z9
10 the T_ at the I'Iemises or at:
2500 McClellan A_
PennsauJœb. New J_ USA
08109
(II) The above addresses may be " at any limo by giving .... (10) days WIICD
nodœ. I
(e) Any norice given by one party 10 ~ in acronIance with the provision of tbis
Lease shall be deemO<l o:mclusivoly to ba been reœivO<l on th. date delivered if the notk:e
17, ::=:;oraevenq.~m) ill afœrmailingifthenoricelamailed.
~ Tenant shall not at any time . : . œ of or a copy of this Lease on title 10 !be
property of which the Premises form part wiIho t I of the Landlord,
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Ihé Real Property pursuant to an apemeot of
CIIJIadiaD A¡ra Corporation, .. vendo<. Tbo
I the comp\otiOll of the purchaae of Ibe Real
, of tile Term.
18.
CONDmON
(a) The Landlord is the purchaser
purchase and ..1. betwooon rbo LancIIo
granting of this Leas. is cooditlonal
property by Ihe Landlord prior 10 the
(b)
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as foUows:
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(j) his existing renancy in ,Building is in accordance with the lease daœd
November 1, 1999 betwooo '.. Agra CorpontIon, ..landlord, mol Can Nuke
Tec:Imofcsíos Ltd.. 6S -. ~ ! ,. Lease") without change or mocfificatíon
and Is in tun forte and effect and in good-g; and
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Iii) Upon tbe completion of ' purchase of tho Real Property by !be LondIord.
the Tenant acIcDowledges and " that the Exiating Lease .ball be caoœIIed.
terrrIinaœd and surrendcn:d as of 31. 2001,
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The Tenant """""""'" and
19.
OPTIONS TO RENEW
(0) When not in default horo:under,
Lease by giving notice 10 rbo Landlord ,
¡
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Tenant shall have the option of JODeWiI!g tbìs
or before the 31" day of Jarmary, 2002. Such
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03/14/01
12:24 tt319 398 S144
¡il:T! &DARCY
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tions as are contaiœd herein _ and
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for one year to be computed from tile 1st
of March, 2003; and
teneWed lease shall be on the
except:
(ü) chere shall be no
paragraphs 19(b) and 19(0
of renewal other Ihan tho&c set out in
20,
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, l!1W above, and provided the Tenani
! '\¡e die further option of renewing the Lease
.. I 31" day of January, 2003, Such renewed
. I ' as are """,.!nod herein save and exœpt
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" ' be for one year to be cnn1p'~ from the 1st
31' dáy of March, 2004: and
I~ I "
, , of renewal other Ihan Ibose set out in
I " I:
(0) If the Lease is renewed "!'II I " 19(b) above, and provided the Tenant
is not in defaull boreunder, the'1' : !&II¡III ." tile further op1ion of renewing the Lease
by siving notice to the Landlord ~' 'Wco' tI!e 31" day of January, 2004. Such renewed
Ie6Se shall be on the aarne terms : ,. '.. are contained herein save and except as
follows: 'I I ¡ I
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(i) the rerm of such ' be for one year to be oompU1ed froJn !be 181
day of April, 2004 and r 1m/31 ~y of March, 2005; and
(lJ) : f 1\: I tf/M9I8l
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I'N'T'RllP'DPTATlON I . I
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(a) ~ words importing O1IIy shall irldude die plural, and vice
v..... and words importing th. ' r abaIIlŒIude die feminiDe geader, and
wonls importing paraons shall ' I i ¡¡;ms corporationa and vice vena.
(b) Unless the COIlIeXr o\herw¡¡" I I., L wc:rd "Landlord" and die word "Tenant"
'I '
wherever used herein shall be cons 'ude tile executors, admidIsmItors, sw:cesaors
and aa&Igns of tile Landlord and T I I ,
(b) IfrbeLeaseisreoewed
is not in defaull hereunder, the '1'
by giving notice to the 1.aDd1ord
Ie6Se sbaII be on tile ...... terms
(í) the term of such
.:
day of April, 2003 and
(ü) !bore sbal1 be no
paragnpb 19(c) hereof.
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¡¡¡¡on
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. IWIOOD' DARCY
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(0) Whenlherearetwoor-1ì ' , , by the same covenants beoeln Q(ßII8ined.
their obligations shall be joint and sèv I
I II
IN WITNESS WHEREOF me Landlord ahdu..
I'll
SIGNED.SEALEDandD~ : ¡ I)
In the preoenœ of I : ï\ )
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\! RCM TECHNOLOGIES CANADA
I ¡ CORl'·
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03/14/01 U: 24
US19 396 8144
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(LandloRIJ
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secretarY - SIMIOO Remer
O'eoantJ
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"03/14/01 12:25 '6'519 396 8144 JIAIIOOD " DARCY tal 014
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. ezzanlne
17 T7! I 12',6" 1',6" 'Z-6" I-
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Office Office I Off.. Board !:::
207 222 2117 Room.
"\ 20) I 0'
j à t -;
Offic. I ·
KitC/lenQ S 11.2
Foyer 60 lora
~ 60
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T I Office ~
EI....,or Office
f98 26; ~
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to
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509
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Office )':"'.
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24J , .. ". ,
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"~/dn OJ}íc..'·.
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r'\. 590" "'. !::::
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f¡¡ , ~... nf'
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~ Office
. lS6
-1 21' IZ' 17 ·r 25' lZ"''!;'' IZ-6"
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Mev;anine,
SCALE: 1/16" = l' RCM TECHl«)L()GIFS CANADA coap. Numbers in rooms denole square 10,
~. : , 26~'4 square feet lolal common erea on ,s;êCond
Kincardine - AlrpO'rt BUilding 2nd Floor- .'
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03/14/01 12:25
'D'519 396 8144
I ¡ JlABrD · DARCY
Ij!¡OIS
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The T.....I stW1 obaerve the followiog Rul.. and II (as amonded, modified or supplemallled from lime
10 lime by the Landlord IS proyjded in thi. LeaseJ: i
1. The sidewalks, eotranCeS, elevators. .wrwaya and . of the building sball not be obslt\lCted or \IJOÒ by tbe
Tenant. his..,... _ contracto.... invi_ or employ : forty purpose other 1han aocess to and from the Premises.
Z. Tbefloora, sky-\igbIs and Windows that mJect or I.liüt Into pasaageways or into any place in the building sba11
not be "".",rod or obmuded by the T.....~ and no I 'ftie put over any wilU!ow.
3. The toilals, oinIœ, drains, wasbrooms and other w J-,. .hallnot be used for any IIIIpOIO OIlIer than those
for which they wet< -. and no swœpiogs, robbis 'råis1 ashes or other suImancos, oucb as -.:oJs, solv_
noxious liquids or poIWtanlS sba1I be thrown \herein, and a.I d~e -IÎI\& 10 them from _1ha1I be borDe by Ibe
T...ant by whom or by whœe employ..., ageclS. servants, ~n~rs or I.virea tho damage was caœod.
4. In the event Ibat the I.MdIordprovides and instaUs .41i~DireClory Beard iDsidethebu11diDg. the T......·. name
shell be placed 00 lite said Boerd at the e>< I<II8O of !be T"'tL I
5. TheTon... sbalI1IOI perform any acts or cany on any '1'>' which II18y dama¡e thePrecnisosorthe common areas
or be allUÍS8llœ to any OIhertenanL 11
"
6, No animals 0< birds ,hall be brought inlO the bui ' 0< Ifept en the P_.
7. The Tenant sba11 net mark, dnl1 into. bOte 0< CUI or ~ : anykay dama¡e 0< deface the walls. ce1liDga 0< floora of the
PIemises. No wires. pipes or conduilS sba11 be installed in Premises wiIhout prior written approval of the Land1crd. No
broadloo1n 0< carpetinslha1l be affixed 10 the Premises by' or a non-solubl. adhesive or similar proœ.c...
I,
8. No one shall use the Promi... fo< sleeping :::ff' or idential purposes, for the norage of penonaI effects 0<
articles ether than 1bo.. required for business purpooes, or , illegal purpose,
'1
9, The Tenant sba11 not use or permit the... of any ,jectjonablo advenioins medium such ... without limitation.
loudspeak.... public adcItess sy8\8lßS, sound amp\ifien, j1 brÓodcaot or television apparatus within the building which
is in any rrumner audible or visibl$ 00ISide of the Pnmises! I
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10. The Tewm1: must obeerve striçt care nor. to allow '. cwl to remain open so 15 to admit rein or SDOw. or so.. to
interfere with the beaIiIIg of the buildiog. The Tenant ~ this tuIe will be responsible for any dama¡e cauaed to tho
property of ether renants, or 10 the property of Ibe Landlord. by such carelessness. The Tenant. when closing the PIomIse&,
shall close all windows and Jock all doors, ¡
11. The Tenant shall no' with.... the """""" written _ Or the Landlord. place any additJcDalloelts upon any cIeors
of the PremiBes and Bba1I not permil any dupHcate key. to bemaœ;tberefor: butøhall.... only additionaIlœys obIained &om
the Land\ord, at the expense of the Teoant. and &bill $IUIOßder 10 the Landlord on the renniftatíon 01 the Lease all keys of
the Premises, !
IZ. No inflammablo oils or other Inflammable. to,dc; daDg""¡'" or explosiv. msterials Iha1I be kopt or permitted to be
kept in or 011 the PremiIes. '
13. No bicycles or other,¡e úcJ.. shall be brouJht within theP...n1ses or upon the Landlord's property. incllJdiD¡ any
I... or courtyard, unless OIbawise agreed in wriling.
¡
14. Nothing &bill be placed on the outsid. or windows or projections of the Premises. No air-<>Ollditionins equipment
,ball be p1aœd at the windo.... of lb. Ptðmises wi""'"' the consebt in wriIing of Ibe Landlord.
i
15. The movins of 011 ~vy equipment and offiœ equipmen or furni1Ure shell occur only _ 6:00 p.m.1tId 8:00
a.m, or any other time consented to by the LandlcnI and the porsóns employed to movathe _In and out of tbe buildiq
must be acceprablo to tho Landlord, Safeo and _ heavy equipment ,ball be moved duouAh the PremIses on<! common
areas only upon _I bearing plates. No _ Rll uirirJ&'the """ of an e1evatorforfreigllt purposes wiD be ...,.ived into
lI1e building or carried in the 01_ except during --.l I IIOVed by tho LandIonI.
;
16. Canvassing, sc1icÏ1ÎI\& and peddlin¡ iJlthe buildinø is pr1/ht'bIred.
17, The Tenant shall first oblain in wriüng the consenl of the j.andlonl to any alreranon or modification to tho oleCIrical
sySWm in dlo Premíseo and all such oIterations and modificatIons !bell be completed at the Tenant', expense by an electrical
conrraotor acceprablolO tho Landlord. !
,
18. The T.....I sbaII fi.., obtain in writin¡ the consent Or ~ Landlord to the p1aœMmt by the T.....' of any 8arl1nge
cootainers or receptacle! _ the p_ or building,
19. The Tenant sballnot install or erect on or about the Premìaes television on_ communications towers, satellite
dishes or odIet- such apparaI1>8.
20. The Landlord shall bave the rigbI to make such othetandfurtbor reasonable ruIes on<!regularlons and to oIter, amend
or cancel 011 ftIles and regulations IS in ilS Judgemern may f10lß _10 time be needed for the oafety. care and cleatdißes.
of the building and for the preservadon of good order therein and lite .""'" shall be kept and obeelved by the TenIII~ his
emplo~ 18..... .....ants, COßUOCtors or Inviles. The Lond1ord may from ùme to _ waive lID)' of such rules and
regulations as applietllO porticular r.enan18 and is nor Hable to the Tenant for breaches rIteroof by other........
.
. ,03\;14/01 14:34
... $
t:t519 396 8144
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Graham E, Mahood, B,Math.. M,Math.. LL.B
Irma D. Darcy, lLB.
If there is a problem with transmì
(SI9) 396-8144 for retransmission.
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To: Stanton Remer
Chief Financial Officer
. Fax #: 1-856-486-2123
From; Graham Mahood
I< 11
IJABOOD & DARCY
@¡001
Tel: (519)39&8144
Fax: (519)396-9446
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i ani pages are not received, please call
,
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mpany: RCM Technologies
,
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te; March 14, 2001
e I : 2, including this cover sheet
Subject: Municipality of Kine ' ;' ¡
lease to RÇM Technologies:: I !
/,,,
This message is intended only for the use of " ~ ,in F or emily 10 which it is addressed, and may
contain informaûon that is PRIVILEGED. C ' and exempt from disclo8UIe under
applicable law, If the reader of this message ísl nbt mtel1ded recipient, or the employee or agent
responsible for delivering the messase to *# cipient, you an: heRby DOIified that any
dissemination, dislribution or copying of thiiiRI I 'on is strictly prohibiJed, 11 you have
received this cormmmication in error, pleaSe' .~fY ~ ~ mediately by telephone and return the
original 10 us by mail withoul making a cop , ~ l'
COMMENTS: Please find enclosed ref l JJ aph 18. (b) (i). I look forward to receipt of
your signature page. I
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03/14/01 14:3.
01519 396 8144
IWIOOD . DARCY
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15. vln Ill; AND RECUJLATIONS f
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~ TerI8rIt agrees on behaIf of itself and ' ~ entering the BuildJng with the TenanI'l
aulhority or permissioo 10 comply with all ,: bk rules and regulations that form pen of this
Lease or thai the Landlord may make from' l!o ( far the safety, care and clemillness of tho
Building and the preservation of good order in ' and Common Facilid...
16. NOTICR
(0) Any notiœ requíredor pennitted given by oœparty 10 the otberJ'lØWlll'to the
r.erms of this Lease may ~ given I!
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10 the LandIord at: , I
707 Queen Street
Kincardine, Ontario
NZZ lZ9
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to the TeIIBDt at the Premiae& or 11:
2500 McClellan A_
hnMmdœII. Now Jersey USA
08109
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(b) The .hove addresses may be ' at any time by giYiDg ten (10) days written
noøce.( ). An . ,by I I 1,'__' ...~__ .,. the " of this
c y notice given one pan)' 10 UftU'" m -......uL~ Whu proVISion
Lease shall be deemed conc1uaively 10 ha I reeeived on tho date delivered if the notice
is served personally or aovemy·two (72) ¡ i J' after mailing if the notice is mailed.
17. JlFfl1STRATlQN Ii
The Tenant shall not at my time " ce of or a copy of this Lease 00 title 10 the
property of which the Premiaea fonn pen , CODSeGt of the Landlord.
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(0) Tho LandlOId is the purchaser 0 : the Rw Property pursuant 10 an apement of
purchase and salo between the Lanòlord W Cauadiatt Asra Corporatioa, as vendor. The
grantiDg of this Leu. ia conditional ' I Ithe comp\eIjcd of 1bo purå>ase of the Real
Property by the Landlcml prior 10 the ' of the Term.
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(b) The Tenant COvenanll and - i followa:
(iI his oxisting teIIMICj' In ,Building is in accordance with 1bo Ioaae dated
Novomber 1. 1999 between . an Agra Corporation, aslandlool, and Can NukeVTocImoIogie8 Lid., as tenant. (the ;'Existing Lease") without change or modification
and is in full fon:e and effect and in good staJ>ding: and
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OJ) Upon the completion of ' purchase of tho Real Property by the Landlord,
the Tenant acknowledges and . thai the Existing Lease lbaIl be cancelled,
tcnninaIed and sumnd=d as of' 31.2001.
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18.
CONDmON
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19.
OPTIONS TO RENEW
(0) WhOI1ltot in dofauIt be......œ..
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Lease by giving notice 10 tho Landlord ,
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Tenant shall have the option of reneMItg this
or before the 31M day of January. 2002. Such
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THIS LEASE made as of the 9'" day of March, 2001,
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IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT.
BE'I'WßEN:
THE CORPORATION OF THE
MUNICIPALITY OF KINCARDINE
(hereinafter called the "Landlord")
OF THE FIRST PART
-and-
PHILIPP W. ANDRES carrying on business as
SUSfAINABLE ENERGY LINK
(hereinafter called the "Tenant")
OF THE SECOND PART
In consideration of the rents, covenants and obligations stipulated herein the Landlord and the Tenant
have agreed to enter into a Lease of the Premises being that part of the building (the "Building")
shown outlined in red on the sketch annexed hereto as Schedule" A" which building is located on
the lands and premises (the "Real Property") being parts of Lots 29 and 30, Concession "A",
Township of Kincardine (now Municipality of Kincardine), County of Bruce, designated as Parts
1 and 2 on Reference Plan 3R-5856.
1. GRANT OF LEASE
(a) The Landlord leases the Premises to the Tenant;
(i) at the Rent set forth in Section 2;
(ii) for the Term set forth in Section 3; and
(iii) subject to the conditions and in accordance with the covenants, obligations
and agreements herein,
(b) The Landlord covenants that he has the right to grant the leasehold interest in the
Premises free from encumbrances except as disclosed on title.
2.
RENT
(a) Rent means the amounts payable by the Tenant to the Landlord pursuant to this
Section, and includes additional rent.
(b) The Tenant covenants to pay to the Landlord, during the Term of this Lease Rent in
the amount of EIGHT THOUSAND THREE HUNDRED AND SIXTY DOLLARS
($8,360.00) payable in equal monthly instalments of SIX HUNDRED AND NINETY -SIX
AND 67/100 DOLLARS ($696.67) each in advance on the 1" day of each and every month,
the first payment to be made on the 1" day of April, 2001 and the last such payment to be
made on the 1" day of March, 2002,
(c) The Tenant further covenants to pay to the Landlord GST on the Rent. The amount
of GST shall be calculated in accordance with the applicable legislation and shall be paid at
the same time as the rent to which the GST applies is payable to the Landlord under this
Lease. The Landlord shall have the same rights and remedies on non-payment of GST as it
has for rent in arrears under this Lease.
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(d) The Tenant further covenants to pay all other sums required by this Lease to be paid
by it and agrees that all amounts payable by the Tenant to Ihe Landlord or to any other party
pursuant to the provisions of this Lease shall be deemed to be additional rent ("Additional
Rent") whether or not specifically designated as such in this Lease,
(e) All payments to be made by the Tenant pursuant to this Lease shall be delivered to
the Landlord at the Landlord's address for service set out in Section 16 or to such other place
as the Landlord may from time to time direct in writing.
(f) The Tenant agrees to pay in advance to the Landlord at the commencement of the
Term the first and last months' Rent payable under Section 2(b) of this Lease.
(g) All Rent in arrears and all sums paid by the Landlord for expenses incurred which
should have been paid by the Tenant shall bear interest from the date payment was due, or
made, or expense incurred at a rate per annum equal to the prime commercial lending rate
of the Landlord's bank plus two (2) per cent.
(h) The Tenant acknowledges and agrees that the payments of Rent and Additional Rent
provided for in this Lease shall be made without any deduction for any reason whatsoever
unless expressly allowed by the terms of this Lease or agreed to by the Landlord in writing;
and
(j) no partial payment by the Tenant which is accepted by the Landlord shall be
considered as other than a partial payment on account of Rent owing and shall not
prejudice the Landlord's right to recover any Rent owing.
3. TERM AND POSSESSION
(a) The Tenant shall have possession of the Premises for a period of one (1) year,
commencing on the 1" day of April, 2001 and ending on the 31" day of March, 2002 (the
"Tenn").
(b) Subject to the Landlord's rights under this Lease, and as long as the Lease is in good
standing the Landlord covenants that the Tenants shall have quiet enjoyment of the Premises
during the Term of this Lease without any interruption or disturbance from the Landlord or
any other person or persons lawfully claiming through the Landlord,
(c) If the Tenant fails to take possession of the Premises or to open for business on or
before the dale specified for commencement of the Term of this Lease, the Landlord shall,
in addition to any other remedies, have the right to terminate this Lease upon twenty-four
(24) hours written notice to the Tenant, and to recover from the Tenant the cost of all work
done by the Landlord on behalf of the Tenant.
COMMON FACILITIES AND SERVICES
(a) The Tenant, together with and in common with all others entitles thereto and their
respective officers, agents, servants, employees, contractors, customers, invitees or licensees,
shall be entitled to the use and benefit of the Common Facilities. The Tenant shall not
unreasonably block or in any manner hinder the Landlord or other persons who may be
authorized by the Landlord to utilize the Common Facilities from so doing, The Landlord
may, in his discretion from time to time permit certain persons to have the exclusive use of
portions of the Common Facilities to the exclusion of the Tenant and other persons,
(b) As part of this Lease, the Landlord shall supply at his expense the utilities for the
Premises being electricity. water, heat and air-conditioning and shall further be responsible
for the elevator, existing security system, snow ploughing, lawn maintenance, custodial
services to the Building and garbage collection and removal.
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(c) For the purposes of this Lease, "Common Facilities" means aU common areas and
utilities from time to time furnished or designated (and which may be changed) by the
Landlord for the use in common, in such manner as the Landlord may permit, of tenants of
premises in the Building and aU others entitled to access and their respective officers, agents,
servants, employees, contractors, customers, invitees or licensees, including, without
limitation, parking areas, access roads, driveways, entrances and exits, sidewalks, ramps,
landscaped areas, building entrances, lobbies, stairways, elevators, passageways and
washrooms,
5,
ASSIGNMENT
(a) The Tenant shall not assign this Lease or sublet the whole or any part of the Premises
unless he first obtains the consent of the Landlord in writing, which consent shall not
unreasonably be withheld;
(j) and the Tenant hereby waives his right to the benefit of any present or future
Act of the Legislature of Ontario which would aUow the Tenant to assign this Lease
or sublet the Premises without the Landlord's consent,
(b) The consent of the Landlord to any assignment or subletting shaU not operate as a
waiver of the necessity for consent to any subsequent assignment or subletting,
(c) Any consent granted by the Landlord shall be conditional upon the assignee,
sublessee or occupant executing a written agreement directly with the Landlord agreeing to
be bound by aU the terms of this Lease as if the assignee, sublessee or occupant had
originally executed this Lease as Tenant.
(d) Any consent given by the Landlord to any assignment or other disposition of the
Tenant's interest in this Lease or in the Premises shall not relieve the Tenant from his
obligations under this Lease, including the obligation to pay Rent and Additional Rent as
provided for herein.
(e) If the party originally entering into this Lease as Tenant, or any party who
subsequently becomes the Tenant by way of assignment or sublease or otherwise as provided
for in this Lease, is a corporation then;
(i) the Tenant shall not be entitled to deal with its authorized or issued capital or
that of an affiliated company in any way that results in a change in the effective
voting control of the Tenant unless the Landlord first consents in writing to the
proposed change;
(ii) if any change is made in the control of the Tenant corporation without the
written consent of the Landlord then the Landlord shall be entitled to treat the Tenant
as being in default and to exercise the remedies stipulated in paragraph 11 (b) of this
Lease and any other remedies available in law;
(íii) the Tenant agrees to make available to the Landlord or his authorized
representatives the corporate books and records of the Tenant for inspection at
reasonable times.
6, usg
(a) During the Term of the Lease the Premises shall not be used for any purpose other
than commercial office purposes.
(b) The Tenant shaU only make such reasonable use of the utilities supplied to the
Premises as would a reasonable tenant using the Premises for commercial office purposes.
(c) The Tenant shaU not do or permit to be done at the Premises anything which may:
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. (j)
(ii)
(iii)
(iv)
constitute a nuisance;
cause damage to the Premises;
cause injury or annoyance to occupants of neighbouring premises;
make void or voidable any insurance upon the Premises;
(v) constitute a breach of any by-law, statute, order or regulation of any
municipal, provincial or other competent authority relating to the Premises.
7, REPAIR AND MAINTENANCE
(a) The Tenant covenants that during the term of this Lease and any renewal thereof the
Tenant shall keep in good condition the Premises including all alterations and additions made
thereto, and shall, with or without notice, promptly make all needed repairs and a\1 necessary
replacements as would a prudent owner;
.
(i) but the Tenant shall not be liable to effect repairs attributable to reasonable
wear and tear, or to damage caused by fire, lightning or storm,
(b) The Tenant shall permit the Landlord or a person authorized by the Landlord to enter
the Premises to examine the condition thereof and view the state of repair at reasonable
times:
(j) and if upon such examination repairs are found to be necessary, written notice
of the repairs required shall be given to the Tenant by or on behalf of the Landlord
and the Tenant shall make the necessary repairs within the time specified in the
notice;
(ii) and if the Tenant refuses or neglects to keep the Premises in good repair the
Landlord may, but shall not be obliged to, make any necessary repairs, and shall be
permitted to enter the Premises, by himself or his servants or agents, for the purpose
of effecting the repairs without being liable to the Tenant for any loss, damage or
inconvenience to the Tenant in connection with the Landlord's entry and repairs.
.
(A) and if the Landlord makes repairs the Tenant shall pay the cost of
them immediately as Additional Rent.
(c) Upon the expiry of the Term or other determination of this Lease the Tenant agrees
peaceably to surrender the Premises, including any alterations or additions made thereto, to
the Landlord in a state of good repair, reasonable wear and tear and damage by fire, lightning
and storm only excepted.
(d) The Tenant shall immediately give written notice to the Landlord of any substantial
damage that occurs to the Premises from any cause.
8.
ALTERATIONS AND ADDITIONS
.
(a) If the Tenant, during the Term of this Lease or any renewal of it, desires to make any
alterations or additions to the Premises, including but not limited to: erecting partitions,
attaching equipment, and installing necessary furnishings or additional equipment of the
Tenant's business, the Tenant may do so at his own expense, at any time and from time to
time, if the following conditions are met:
(i) before undertaking any alteration or addition the Tenant shall submit to the
Landlord a plan showing the proposed alterations or additions and the Tenant shall
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not proceed to make any alteration or addition unless the Landlord has approved the
plan, and the Landlord shall not unreasonably or arbitrarily withhold his approval;
(A) and items included in the plan which are regarded by the Tenant as
"Trade FixlUres" shall be designated as such on the plan;
(ii) any and all alterations or additions to the Premises made by the Tenant must
comply with all applicable building code slandards and by-laws of the municipality
in which Ihe Premises are located.
(b) The Tenant shall be responsible for and pay the cost of any alterations, additions,
installations or improvements that any governing authority, municipal, provincial or
otherwise, may require to be made in, on or to the Premises,
(c) No sign, advertisement or notice shall be inscribed, painted or affixed by the Tenant,
or any other person on the Tenant's behalf, on any part of Ihe inside or outside of the
building in which the Premises are located unless the sign, advertisement or notice has been
approved in every respecl by the Landlord.
(d) All alterations and additions to the Premises made by or on behalf of the Tenant,
other than the Tenant's Trade Fixtures, shall immediately become the property of the
Landlord without compensation to the Tenant.
(e) The Tenant agrees, at his own expense and by whatever means may be necessary,
immediately to obtain the release or discharge of any encumbrance that may be registered
against the Landlord's property in connection with any additions or alterations to the
Premises made by the Tenant or in connection with any other activity of the Tenant.
(f) If the Tenant has complied with his obligations according to the provisions of this
Lease, the Tenant may remove his Trade Fixtures at the end of the Term or other termination
of this Lease and the Tenant covenants that he will make good and repair or replace as
necessary any damage caused to the Premises by the removal of the Tenant's Trade Fixtures.
(g) Other than as provided in paragraph 8(f) above, the Tenant shall not, during the term
of this Lease or any time thereafter remove from the Premises any Trade Fixtures or other
goods and chattels of the Tenant except in the following circumstances:
(j)
the removal is in the ordinary course of business:
(ij) the Trade Fixture has become unnecessary for the Tenant's business or is
being replaced by a new or similar Trade Fixture; or
(iii) the Landlord has consented in writing to the removal;
but in any case the Tenant shall make good any damage caused to the Premises by the
installation or removal of any Trade Fixtures, equipment, partitions, furnishings and any
other objects whatsoever brought onto the Premises by the Tenant.
(h) The Tenant shall, at his own expense, if requested by the Landlord, remove any or
all additions or improvements made by the Tenant to the Premises during the Term and shall
repair all damage caused by the installation or the removal or both,
(j) The Tenant shall not bring on to the Premises or any part of the Premises any
machinery, equipment or any other thing that might, in the opinion of the Landlord, by
reason of its weight, size or use, damage the Premises or overload the floors of the Premises;
(i) and if the Premises are damaged or overloaded the Tenant shall restore the
Premises immedialely or pay to the Landlord the cost of restoring the Premises.
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9.
INSURANCE
(a) The Tenant covenants to keep the Landlord indemnified against all claims and
demands whatsoever by any person, whether in respect of damage to person or property,
arising out of or occasioned by the maintenance, use or occupancy of the Premises or the
subletting or assignment of same or any part thereof. And the Tenant further covenants to
indemnify the Landlord with respect to any encumbrance on or damage to the Premises, the
Building and the Common Facilities occasioned by or arising from the act, default, or
negligence of the Tenant, its officers, agents, servants, employees, contractors, customers,
invitees or licensees:
(j) and the Tenant agrees that the foregoing indemnity shall survive the
termination of this Lease notwithstanding any provisions of this Lease to the
contrary .
(b) The Tenant shall carry insurance in his own name to provide coverage with respect
to the risk of business interruption to an extent sufficient to allow the Tenant to meet his
ongoing obligations to the Landlord and to protect the Tenant against loss of revenues.
(c) The Tenant shall carry insurance in his own name insuring against the risk of damage
to the Tenant's property within the premises caused by fire or other perils and the policy
shall provide for coverage on a replacement cost basis to protect the Tenant's stock-in-trade,
equipment, Trade Fixtures, decorations and improvements.
(d) The Tenant shall, during the term of this lease, provide, at his own expense, and keep
in full force and effect, in the names of the Landlord and the Tenant, public liability
insurance applying to all operations of the Tenant and which shall include bodily injury
liability and tenants' legal liability with respect to the occupancy by the Tenant of the
Premises. Such policies shall be written on a comprehensive basis with limits of not less than
TWO MILLION DOLLARS per occurrence and with a cross liability clause. All policies of
insurance required to be maintained under this provision shall be with a company or
companies licensed to do business within the Province of Ontario and approved by the
Landlord, The Tenant shall furnish the Landlord with certificates or other acceptable
evidence of all such insurance promptly upon request.
DAMAGE TO THE PREMISES
(a) If the Premises or the building in which the Premises are located, are damaged or
destroyed, in whole or in part, by fire or other peril, then the following provisions shall
apply;
(i) if the damage or destruction renders the Premises unfit for occupancy and
impossible to repair or rebuild using reasonable diligence within 120 clear days from
the happening of such damage or destruction, then the Term hereby granted shall
cease from the date the damage or destruction occurred, and the Tenant shall
immediately surrender the remainder of the Term and give possession of the
Premises to the Landlord, and the Rent from the time of the surrender shall abate;
(ii) If the Premises can, with reasonable diligence, be repaired and rendered fit
for occupancy within 120 days from the happening of the damage or destruction, but
the damage renders the Premises wholly unfit for occupancy, then the rent hereby
reserved shall not accrue after the day that such damage occurred, or while the
process of repair is going on, and the Landlord shall repair the Premises with all
reasonable speed, and the Tenant's obligation to pay Rent shall resume immediately
after the necessary repairs have been completed:
(iii) If the leased Premises can be repaired within 120 days as aforesaid, but the
damage is such that the leased Premises are capable of being partially used, then until
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such damage has been repaired, the Tenant shall continue in possession and the Rent
shall abate proportionately.
(b) Any question as to the degree of damage or destruction or the period of time required
to repair or rebuild shall be determined by an architect retained by the Landlord.
(c) There shall be no abatement from or reduction of the Rent payable by the Tenant, nor
shall the Tenant be entitled to claim against the Landlord for any damages, general or special,
caused by fire, water, sprinkler systems, partial or temporary failure or stoppage of services
or utilities which the Landlord is obliged to provide according to this Lease, from any cause
whatsoever.
11, ACTS OF DEFAULT AND LANDLORD'S REMEDIES
(a) An Act of Default has occurred when:
(i) the Tenant has failed to pay Rent for a period of 15 consecutive days.
regardless of whether demand for payment has been made or not;
(ii) the Tenant has breached his covenants or failed to perform any of his
obligations under this Lease; and
(A) the Landlord has given notice specifying the nature of the default and
the steps required to correct il; and
(B) the Tenant has failed to correct the default as required by the notice;
(m) Ihe Tenant has;
(A) become bankrupt or insolvent or made an assignment for the benefit
of Creditors;
(B) had its property seized or attached in satisfaction of a judgment;
(C) had a receiver appointed;
(D) committed any act or neglected to do anything with the result that a
Construction Lien or other encumbrance is registered against the Landlord's
property;
(E) without the consent of the Landlord, made or entered into an
agreement to make a sale of its assets to which the Bulk Sales Act applies;
(F) taken action, if the Tenant is a corporation, with a view to winding up,
dissolution or liquidation;
(iv) any insurance policy is cancelled or not renewed by reason of the use or
occupation of the Premises, or by reason of non-payment of premiums;
(v) the Premises;
(A) become vacant or remain unoccupied for a period of thirty (30)
consecutive days; or
(B) are not open for business on more than thirty (30) business days in
any twelve (12) month period or on any twelve (12) consecutive business
days;
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(C) are used by any other person or persons, or for any other purpose than
as provided for in this Lease without the written consent of the Landlord,
(b)
When an Act of Default on the part of the Tenant has occurred:
(i) the current month's rent together with the next three months' rent shall
become due and payable immediately; JIRè 0" ~ /¡ý.. ~
(iì) the landlord shall have the right to tenninate this Lease and to re-enter the
Premises and deal with them as he may choose.
(c) If, because an Act of Default has occurred, the Landlord exercises his right to
tenninate this Lease and re-enter the Premises prior to the end of the Tenn, the Tenant shall
nevertheless be liable for payment of Rent and all other amounts payable by the Tenant in
accordance with the provisions of this Lease until the Landlord has re-Iet the Premises or
otherwise dealt with the Premises in such manner that the cessation of payments by the
Tenant will not result in loss to the Landlord;
(j) and the Tenant agrees to be liable to the Landlord, until the end of the Tenn
of this Lease for payment of any difference between the amount of Rent hereby
agreed to be paid for the Tenn hereby granted and the Rent any new tenant pays to
the Landlord.
(d) The Tenant covenants that notwithstanding any present or future Act of the
Legislature of the Province of Ontario, the personal property of the Tenant during the tenn
of this Lease shall not be exempt from levy by distress for Rent in arrears;
(i) and the Tenant acknowledges that it is upon the express understanding that
there should be no such exemption that this Lease is entered into, and by executing
this Lease:
(A) the Tenant waives the benefit of any such legislative provisions which
might otherwise be available to the Tenant in the absence of this agreement;
and
(B) the Tenant agrees that the Landlord may plead this covenant as an
estoppel against the Tenant if an action is brought to test the Landlord's right
to levy distress against the Tenant's property.
(e) If, when an act of Default has occurred, the Landlord chooses not to terminate the
Lease and re-enter the Premises, the Landlord shall have the right to take any and all
necessary steps to rectify any or all Acts of Default of the Tenant and to charge the costs of
such rectification to the Tenant and to recover the costs as Rent.
(f) If, when an Act of Default has occurred, the Landlord chooses to waive his right to
exercise the remedies available to him under this Lease or al law the waiver shall not
constitute condonation of the Act of Default, nor shall the waiver be pleaded as an estoppel
against the Landlord to prevent his exercising his remedies with respect to a subsequent Act
of Default:
(i) No covenant, tenn, or condition of this Lease shall be deemed to have been
waived by the Landlord unless the waiver is in writing and signed by the Landlord,
TERMINATION UPON NOTICE AND AT THE END OF TERM
(a) If the Landlord desires at any time to demolish the Premises or any part thereof, to
an extent that renders continued possession by the tenant impracticable, or if the Premises
are expropriated or condemned by any competent authority:
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(j) The Landlord shall have the right to terminate this Lease by giving ninety
(90) clear days' notice in writing to the Tenant; or
(ii) the landlord may require the Tenant to vacate the premises within ninety (90)
days from payment by the Landlord 10 the Tenant of a bonus equal to three months'
rent,
(A) but payment of the said bonus shall be accompanied or preceded by
written notice from the Landlord to the Tenant advising of the Landlord's
intent to exercise this option.
(b) The Tenant agrees to permit the Landlord during the last three months of the Term
of this Lease to display "For Rent" or "For Sale" signs or both at the Premises and to show
the Premises to prospective new tenants or purchasers and to permit anyone having written
authority of the Landlord to view the Premises at reasonable hours.
(c) If the Tenant remains in possession of the Premises after termination of this Lease
as aforesaid and if the Landlord then accepts rent for the Premises from the Tenant, it is
agreed that such overholding by the Tenant and acceptance of Rent by the Landlord shall
create a monthly tenancy only but the tenancy shall remain subject to all the terms and
conditions of this Lease except those regarding the Term.
13.
ACKNOWLEDGEMENT BY TENANT
The Tenant agrees that he will at any time or times during the Term, upon being given at
least forty-eight (48) hours prior written notice, execute and deliver to the Landlord a statement in
writing certifying:
(a) that this Lease is unmodified and is in full force and effect (or if modified stating the
modifications and confirming that the Lease is in full force and effect as modified);
(b) the amount of Rent being paid;
(c) the dates to which Rent has been paid;
(d) olher charges payable under this Lease which have been paid;
(e)
particulars of any prepayment of Rent or security deposits; and
(f) particulars of any subtenancies.
14. SUBORDINATION AND POSTPONEMENT
(a) This Lease and all the rights of the Tenant under this Lease are subject and
subordinate to any and all charges against the land, buildings or improvements of which the
Premises form part, whether the charge is in the nature of a mortgage, trust deed, lien or any
olher form of charge arising from the financing or re-financing, including extensions or
renewals, of the Landlord's interest in the property.
(b) Upon the request of the Landlord the Tenant will execute any form required to
subordinate this Lease and the Tenant's right to any such charge, and will, if required, attorn
to the holder of the charge,
(c) No subordination by the Tenant shall have the effect of permitting the holder of any
charge to disturb the occupation and possession of the Premises by the Tenant as long as the
Tenant performs his obligations under this Lease.
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15. RULES AND REGULATIONS
The Tenant agrees on behalf of itself and all persons entering the Buílding with the Tenant's
authority or pennission to comply with all reasonable rules and regulations that fonn part of this
Lease or that the Landlord may make from time to time for the safety, care and cleanliness of the
Buílding and the preservation of good order in the Building and Common Facilities,
16. NOTICE
(a) Any notice required or pennitted to be given by one party to the other pursuant to the
tenns of this Lease may be given
to the Landlord at:
707 Queen Street
Kincardine, Ontario
N2Z lZ9
to the Tenant at the Premises or at:
R.R,5
Kincardine, Ontario
N2Z 2X6
(b) The above addresses may be changed at any time by giving ten (10) days written
notice.
(c) Any notice given by one party to the other in accordance with the provision of this
Lease shall be deemed conclusively to have been received on the date delivered if the notice
is served personally or seventy-two (72) hours after mailing if the notice is mailed.
17. REGISTRATION
The Tenant shall not at any time register notice of or a copy of this Lease on title to the
property of which the Premises form part without consent of the Landlord.
18, CONDITION
(a) The Landlord is the purchaser of the Real Property pursuant to an agreement of
purchase and sale between the Landlord and Canadian Agra Corporation, as vendor. The
granting of this Lease is conditional upon the completion of the purchase of the Real
Property by the Landlord prior to the commencement of the Tenn,
(b) The Tenant covenants and agrees as follows:
(i) his existing tenancy in the Building is in accordance with the lease dated
December 9, 1999 between Canadian Agra Corporation, as landlord, and the Tenant
(the "Existing Lease") without change or modification and is in full force and effect
and in good standing; and
(ii) Upon the completion of the purchase of the Real Property by the Landlord,
the Tenant acknowledges and agrees that the Existing Lease shall be cancelled,
tenninated and surrendered as of March 31, 2001.
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19.
onIONS TO RENEW
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(a) When not in default hereunder, the Tenant shall have the option of renewing this
Lease by giving notice to the Landlord on or before the 31" day of January, 2002. Such
renewed lease shall be on the same terms and conditions as are contained herein save and
except:
(i) the term of such renewal shall be for one year to be computed from the 1 st
day of April, 2002 and ending on 31st day of March, 2003; and
(ii) there shall be no further right of renewal.
20. INTERPRETATION
(a) The words importing the singular number only shaH include the plural, and vice
versa, and words importing the masculine gender shaH include the feminine gender, and
words importing persons shaH include firms and corporations and vice versa.
(b) Unless the context otherwise requires. the word "Landlord" and the word "Tenant"
wherever used herein shall be construed to include the executors, administrators, successors
and assigns of the Landlord and Tenant, respectively.
(c) When there are two or more Tenants bound by the same covenants herein contained,
their obligations shaH be joint and several.
IN WITNESS WHEREOF the Landlord and the Tenant have executed this Lease.
SIGNED, SEALED and DELIVERED
in the presence of
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)
)
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)
)
)
)
)
)
)
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The Corporation of the Municipality of
Kincardine
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(Landlord)
(Tenant)
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JAI'UUlY '110
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SCHEDULE A
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10 Leese lOoLlo !Jolweol1
.
THE CORPORATION OF THE
MUNICIPALITY ÒF KINCARDINE
1110 LnlllJluld
ond
SUSTAINABLE ENERGY LINK
1100 10llnll'
I
As outlined below, lite area to be leased totals
836 square feet,
MOllol,ll1e
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SCHEDULE OF RULFS AND REGULATIONS FORMING PART OF THIS LEASE
The Tenant shall observe the following Rules and Regulations (as amended, modified or supplemented from time
to time by the Landlord as provided in this Lease):
1. The sidewalks, entrances, elevators, stairways and corridors of the building shall not be obstructed or used by the
Tenant, his agents, servants, contractors, invitees or employees for any purpose other than access to and from the Premises,
.
The floors, sky-lights and windows that reflect or admit light into passageways or into any place in the building shall
not be c¡overed or obstructed by the Tenant, and no awnings shall be put over any window.
3. . The toilets, sinks, drains, washrooms and other water apparatus shall not be used for any purpose other than those
for wh~ lhey were constructed, and no sweepings, rubbish, rags ashes or other substances, such as chemicals, solvents,
noxioU$ liquids or pollutants shall be thrown therein, and any damage resulting to them from misuse shall be borne by the
Tenant,by whom or by whose employees, agents, servants, contractors or Invitees the damage was caused.
4. In the event that the Landlord provides and installs a Public Directory Board inside the building, the Tenant's name
shall be placed on the said Board at the expense of the Tenant,
5. The Tenant shall not perform any acts or carry on any activity which may damage the Premises or the common areas
or be a nuisance to any other tenant.
6. No animals or birds shall be brought into the building or kept on the Premises.
7. The Tenant shall not mark, drill into, bore or cut or in any way damage or deface the walls, ceilings or floors of the
Premises. No wires, pipes or conduits shall be installed in the Premises without prior wril\en approval of the Landlord, No
broadloom or carpeting shall be affixed to the Premises by means of a non-soluble adhesive or similar products.
..&. No one shall use the Premises for sleeping apartments or residential purposes, for the storage of personal effects or
.icles other than those required for business purposes, or for any illegal purpose,
9, , The Tenant shall not use or permit the use of any objectionable advertising medium such as, without limitation,
loudspeakers, public address systems, sound amplifiers, radio, broadcast or television apparatus within the building which
is in any manner audible or visible outside of the Premises.
10. The Tenant must observe strict care not to allow windows to remain open so as to admit rain or snow, or so as to
interfere with the heating of the building, The Tenant neglecting this rule will be responsible for any damage caused to lhe
property of other tenants, or to the property of the Landlord, by such carelessness. The Tenant, when closing the Premises,
shall close all windows and lock all doors.
11. The Tenant shall not without the express written consent of the Landlord, place any additional locks upon any doors
of the Premises and shall not permit any duplicate keys to be made therefor; but shall use only additional keys obtained from
the Landlord, at the expense of the Tenant, and shall surrender to the Landlord on the termination of the Lease all keys of
the Premises,
12. No inflammable oils or other inflammable, toxic, dangerous or explosive materials shall be kept or permitted to be
kept in or on the Premises.
13. No bicycles or other vehicles shall be brought within the Premises or upon tbe Landlord's property, including any
lane Or courtyard, unless otherwise agreed in writing.
.&.. Nothing shall be placed on the outside of windows or projections of the Premises. No air-conditioning equipment
.11, be placed at the windows of the Premises without the consent in writing of the Landlord.
15. The moving of all heavy equipment and office equipment or furniture shall occur only between 6:00 p.m. and 8:00
a.m. or any other time consented to by the Landlord and the persons employed to move the same in and out of the building
must be acceptable to the Landlord, Safes and other heavy equipment shall be moved through the Premises and common
areas only upon steel bearing plates. No deliveries requiring the use of an elevator for freight purposes will be received into
the building or carried in the elevators, except during hours approved by the Landlord.
16. Canvassing, soliciting and peddling in the building is prohibited.
17. The Tenant shall first obtain in writing the consent of the Landlord to any alteration or modification to the electrical
system in the Premises and all such alterations and modifications shall be completed at the Tenant's expense by an electrical
contractor acceptable to the Landlord.
18, The Tenant shall first obtain in writing the consent of the Landlord to the placement by the Tenant of any garbage
containers or receptacles outside the Premises or building,
19. The Tenant shall not install or erect on or about the Premises television antennae, communications towers, satellite
dis~es or other such apparatus.
.- . '.' The Landlord shall have the right to make such other and further reasonable rules and regulations and to alter, amend
dancel all rules and regulations as in its judgement may from time to time be needed for the safety, care and cleanliness
, of lJIe building and for the preservation of good order therein and the same shall be kept and observed by the Tenant, his
employees, agents, servants, contractors or Invites. The Landlord may from time to lime waive any of such rules and
regµlations as applied to particular tenants and is not liable to the Tenant for breaches thereof by other tenants,
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THIS LEASE made as of the 91h day of March, 2001,
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT,
.
BETWEEN:
THE CORPORATION OF THE
MUNICIPALITY OF KINCARDINE
(hereinafter called the "Landlord")
OF THE FIRST PART
-and-
MERLIN GENERAL CORPORATION
(hereinafter called the "Tenant")
OF THE SECOND PART
In consideration of the rents, covenants and obligations stipulated herein the Landlord and the Tenant
have agreed to enter into a Lease of the Premises being that part of the building (the "Building")
shown outlined in red on the sketch annexed hereto as Schedule "A" which building is located on
the lands and premises (the "Real Property") being parts of Lots 29 and 30, Concession "A",
Township of Kincardine (now Municipality of Kincardine), County of Bruce, designated as Parts
1 and 2 on Reference Plan 3R-5856,
1. GRANT OF LEASE
(a) The Landlord leases the Premises to the Tenant;
(j) at the Rent set forth in Section 2;
(ii) for the Term set forth in Section 3; and
(iii) subject to the conditions and in accordance with the covenants, obligations
and agreements herein,
(b) The Landlord covenants that he has the right to grant the leasehold interest in the
Premises free from encumbrances except as disclosed on title.
2.
RENT
(a) Rent means the amounts payable by the Tenant to the Landlord pursuant to this
Section, and includes additional rent.
(b) The Tenant covenants to pay to the Landlord, during the Term of this Lease Rent in
the amount of NINETEEN THOUSAND SEVEN HUNDRED AND FIFTY DOLLARS
($19,750,00) payable in equal monthly instalments of ONE THOUSAND SIX HUNDRED
AND FORTY-FIVE AND 83/100 DOLLARS ($1,645,83) each in advance on the l"dayof
each and every month, the first payment to be made on the 1" day of April, 2001 and the last
such payment to be made on the 1" day of March, 2002.
(c) The Tenant further covenants to pay to the Landlord GST on the Rent. The amount
of GST shall be calculated in accordance with the applicable legislation and shall be paid at
the same time as the rent to which the GST applies is payable to the Landlord under this
Lease. The Landlord shall have the same righls and remedies on non-payment of GST as it
has for rent in arrears under this Lease.
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(d) The Tenant further covenants to pay all other sums required by this Lease to be paid
by it and agrees that all amounts payable by the Tenant to the Landlord or to any other party
pursuant to the provisions of this Lease shall be deemed to be additional rent ("Additional
Rent") whether or not specifically designated as such in this Lease.
(e) All payments to be made by the Tenant pursuant to this Lease shall be delivered to
the Landlord at the Landlord's address for service set out in Section 16 or to such other place
as the Landlord may from time to time direct in writing.
(f) The Tenant agrees to pay in advance to the Landlord at the commencement of the
Term the first and last months' Rent payable under Section 2(b) of this Lease.
(g) All Rent in arrears and all sums paid by the Landlord for expenses incurred which
should have been paid by the Tenant shall bear interest from the date payment was due, or
made, or expense incurred at a rate per annum equal to the prime commercial lending rate
of the Landlord's bank plus two (2) per cent.
(h) The Tenant acknowledges and agrees that the payments of Rent and Additional Rent
provided for in this Lease shall be made without any deduction for any reason whatsoever
unless expressly allowed by the terms of this Lease or agreed to by the Landlord in writing;
and
(i) no partial payment by the Tenant which is accepted by the Landlord shall be
considered as other than a partial payment on account of Rent owing and shall not
prejudice the Landlord's right to recover any Rent owing.
3,
TERM AND POSSESSION
(a) The Tenant shall have possession of the Premises for a period of one (1) year,
commencing on the 1" day of April, 2001 and ending on the 31" day of March, 2002 (the
"Term").
(b) Subject to the Landlord's rights under this Lease, and as long as the Lease is in good
standing the Landlord covenants that the Tenants shall have quiet enjoyment of the Premises
during the Term of this Lease without any interruption or disturbance from the Landlord or
any other person or persons lawfully claiming through the Landlord.
(c) If the Tenant fails to take possession of the Premises or to open for business on or
before the date specified for commencement of the Term of this Lease, the Landlord shall,
in addition to any other remedies, have the right to terminate this Lease upon twenty-four
(24) hours written notice to the Tenant. and to recover from the Tenant the cost of all work
done by the Landlord on behalf of the Tenant.
4.
COMMON FACILITIES AND SERVICES
(a) The Tenant. together with and in common with all others entitles thereto and their
respective officers, agents, servants, employees, contractors, customers, invitees or licensees,
shall be entitled to the use and benefit of the Common Facilities. The Tenant shall not
unreasonably block or in any manner hinder the Landlord or other persons who may be
authorized by the Landlord to utilize the Common Facilities from so doing. The Landlord
may, in his discretion from time to time permit certain persons to have the exclusive use of
portions of the Common Facilities to the exclusion of the Tenant and other persons.
(b) As part of this Lease, the Landlord shall supply at his expense the utilities for the
Premises being electricity, water, heat and air-conditioning and shall further be responsible
for the elevator, existing security system, snow ploughing, lawn maintenance, custodial
services to the Building and garbage collection and removal.
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(c) For the purposes of this Lease, "Common Facilities" means all common areas and
utilities from time to time furnished or designated (and which may be changed) by the
Landlord for the use in common, in such manner as the Landlord may permit. of tenants of
premises in the Building and all others entitled to access and their respective officers. agents.
servants, employees, contractors, customers, invitees or licensees, including, without
limitation, parking areas. access roads. driveways, entrances and exits. sidewalks. ramps.
landscaped areas, building entrances, lobbies, stairways, elevators, passageways and
washrooms,
5.
ASSIGNMENT
(a) The Tenant shall not assign this Lease or sublet the whole or any part of the Premises
unless he first obtains the consent of the Landlord in writing. which consenl shall not
unreasonably be withheld;
(j) and the Tenant hereby waives his right to the benefit of any present or future
Act of the Legislature of Ontario which would allow the Tenant to assign this Lease
or sublet the Premises without the Landlord's consent.
(b) The consent of the Landlord to any assignment or subletting shall nOI operate as a
waiver of the necessity for consent to any subsequent assignment or subletting,
(c) Any consent granted by the Landlord shall be conditional upon the assignee,
sublessee or occupant executing a written agreement directly with the Landlord agreeing to
be bound by all the terms of this Lease as if the assignee, sublessee or occupant had
originally executed this Lease as Tenant.
(d) Any consent given by the Landlord to any assignment or other disposition of the
Tenant's interest in this Lease or in the Premises shall not relieve the Tenant from his
obligations under this Lease, including the obligation to pay Rent and Additional Rent as
provided for herein.
(e) If the party originally entering into this Lease as Tenant, or any party who
subsequently becomes the Tenant by way of assignment or sublease or otherwise as provided
for in this Lease, is a corporation then;
(j) the Tenant shall not be entitled to deal with its aUlhorized or issued capital or
that of an affiliated company in any way that results in a change in the effective
voting control of the Tenant unless the Landlord first consents in writing to the
proposed change;
(ii) if any change is made in the control of the Tenant corporation without the
written consent of the Landlord then the Landlord shall be entitled to treat the Tenant
as being in default and to exercise the remedies stipulated in paragraph 11 (b) of this
Lease and any other remedies available in law;
(iii) the Tenant agrees to make available to the Landlord or his authorized
representatives the corporate books and records of the Tenant for inspection at
reasonable times.
USE
(a) During the Term of the Lease the Premises shall not be used for any purpose other
than commercial office purposes.
(b) The Tenant shall only make such reasonable use of the utilities supplied to the
Premises as would a reasonable tenant using the Premises for commercial office purposes.
(c) The Tenant shall not do or permit to be done at the Premises anything which may:
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. (i)
(ii)
(m)
(iv)
constitute a nuisance;
cause damage to the Premises;
cause injury or annoyance to occupants of neighbouring premises;
make void or voidable any insurance upon the Premises;
(v) constitute a breach of any by-law, statute, order or regulation of any
municipal, provincial or other competent authority relating to the Premises.
7. REPAIR AND MAINTENANCE
(a) The Tenant covenants that during the term of this Lease and any renewal thereof the
Tenant shall keep in good condition the Premises including all alterations and additions made
thereto, and shall, with or without notice, promptly make all needed repairs and all necessary
replacements as would a prudenl owner;
(i) but the Tenant shall not be liable to effect repairs attributable to reasonable
wear and tear, or to damage caused by fire, lightning or storm.
(b) The Tenant shall permit the Landlord or a person authorized by the Landlord to enter
the Premises to examine the condition thereof and view the state of repair at reasonable
times:
(i) and if upon such examination repairs are found to be necessary, written notice
of the repairs required shall be given to the Tenant by or on behalf of the Landlord
and the Tenant shall make the necessary repairs within the time specified in the
notice;
(ii) and if the Tenant refuses or neglecls to keep the Premises in good repair the
Landlord may, but shall not be obliged to, make any necessary repairs, and shall be
permitted to enter the Premises, by himself or his servants or agents, for the purpose
of effecting the repairs without being liable to the Tenant for any loss, damage or
inconvenience to the Tenant in connection with the Landlord's entry and repairs,
(A) and if the Landlord makes repairs the Tenant shall pay the cost of
them immediately as Additional Rent.
(c) Upon the expiry of the Term or other determination of this Lease the Tenant agrees
peaceably to surrender the Premises, including any alterations or additions made thereto, to
the Landlord in a state of good repair, reasonable wear and tear and damage by fire, lightning
and stonn only excepted,
(d) The Tenant shall immediately give written notice to the Landlord of any substantial
damage that occurs to the Premises from any cause,
8.
ALTERATIONS AND ADDITIONS
(a) If the Tenant, during the Term of this Lease or any renewal of it, desires to make any
alterations or additions to the Premises, including but not limited to: erecting partitions,
attaching equipment, and installing necessary furnishings or additional equipment of the
Tenant's business, the Tenant may do so at his own expense, at any time and from time to
time, if the following conditions are met:
(i) before undertaking any alteration or addition the Tenant shall submit to the
Landlord a plan showing the proposed alterations or additions and the Tenant shall
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not proceed to make any alteration or addition unless the Landlord has approved the
plan, and the Landlord shall not unreasonably or arbitrarily withhold his approval;
(A) and items included in the plan which are regarded by the Tenant as
"Trade Fixtures" shall be designated as such on the plan;
(ii) any and all alterations or additions to the Premises made by the Tenant must
comply with all applicable building code standards and by-laws of the municipality
in which the Premises are located,
(b) The Tenant shall be responsible for and pay the cost of any alterations, additions,
installations or improvements that any governing authority, municipal, provincial or
otherwise, may require to be made in, on or to the Premises.
(c) No sign, advertisement or notice shall be inscribed, painted or affixed by the Tenant,
or any other person on the Tenant's behalf, on any part of the inside or outside of the
building in which the Premises are located unless the sign, advertisement or notice has been
approved in every respect by the Landlord.
.
(d) All alterations and additions to the Premises made by or on behalf of the Tenant,
other than the Tenant's Trade Fixtures, shall immediately become the property of the
Landlord without compensation to the Tenant.
(e) The Tenant agrees, at his own expense and by whatever means may be necessary,
immediately to obtain the release or discharge of any encumbrance that may be registered
against the Landlord's property in connection with any additions or alterations to the
Premises made by the Tenant or in connection with any other activity of the Tenant.
(f) If the Tenant has complied with his obligations according to Ihe provisions of this
Lease, the Tenant may remove his Trade Fixtures at the end of the Term or other termination
of this Lease and the Tenant covenants that he will make good and repair or replace as
necessary any damage caused to the Premises by the removal of the Tenant's Trade Fixtures.
(g) Other than as provided in paragraph 8(t) above, the Tenant shall not, during the term
of this Lease or any time thereafter remove from the Premises any Trade Fixtures or other
goods and chattels of the Tenant except in the following circumstances:
.
(ï)
the removal is in the ordinary course of business:
(ii) the Trade Fixture has become unnecessary for the Tenant's business or is
being replaced by a new or similar Trade Fixture; or
(iii) the Landlord has consented in writing to the removal;
but in any case the Tenant shall make good any damage caused to the Premises by the
installation or removal of any Trade Fixtures, equipment, partitions, furnishings and any
other objects whatsoever brought onto the Premises by the Tenant.
(h) The Tenant shall, at his own expense, if requested by the Landlord, remove any or
all additions or improvements made by the Tenant to the Premises during the Term and shall
repair all damage caused by the installation or the removal or both.
.
(i) The Tenant shall not bring on to the Premises or any part of the Premises any
machinery, equipment or any other thing that might, in the opinion of the Landlord, by
reason of ils weight, size or use, damage the Premises or overload the floors of the Premises;
(i) and if the Premises are damaged or overloaded the Tenant shall restore the
Premises immediately or pay to the Landlord the cost of resloring the Premises,
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9.
INSURANCE
(a) The Tenant covenants to keep the Landlord indemnified against all claims and
demands whatsoever by any person, whether in respect of damage to person or property,
arising out of or occasioned by the maintenance, use or occupancy of the Premises or the
subletting or assignment of same or any part thereof. And the Tenant further covenants to
indemnify the Landlord with respect to any encumbrance on or damage to the Premises, the
Building and the Common Facilities occasioned by or arising from the act, default, or
negligence of the Tenant, its officers, agents, servants, employees, contractors, customers,
invitees or licensees:
(i) and the Tenant agrees that the foregoing indemnity shall survive the
termination of this Lease notwithstanding any provisions of this Lease to the
contrary ,
(b) The Tenant shall carry insurance in his own name to provide coverage with respect
to the risk of business interruption to an extent sufficient to allow the Tenant to meet his
ongoing obligations to the Landlord and to protect the Tenant against loss of revenues.
(c) The Tenant shall carry insurance in his own name insuring against the risk of damage
to the Tenant's property within the premises caused by fire or other perils and the policy
shall provide for coverage on a replacement cost basis to protect the Tenant's stock-in-trade,
equipment, Trade Fixtures, decorations and improvements.
(d) The Tenant shall, during the term of this lease, provide, at his own expense, and keep
in full force and effect, in the names of the Landlord and the Tenant, public liability
insurance applying to all operations of the Tenant and which shall include bodily injury
liability and tenants' legal liability with respect to the occupancy by the Tenant of the
Premises. Such policies shall be written on a comprehensive basis with limits of not less than
TWO MILLION DOLLARS per occurrence and with a cross liability clause. All policies of
insurance required to be maintained under this provision shall be with a company or
companies licensed to do business within the Province of Ontario and approved by the
Landlord. The Tenant shall furnish the Landlord with certificates or other acceptable
evidence of all such insurance promptly upon request.
DAMAGE TO THE PREMISES
(a) If the Premises or the building in which the Premises are located, are damaged or
destroyed, in whole or in part, by fire or other peril, then the following provisions shall
apply;
(i) if the damage or destruction renders the Premises unfit for occupancy and
impossible to repair or rebuild using reasonable diligence within 120 clear days from
the happening of such damage or destruction, then the Term hereby granted shall
cease from the date the damage or destruction occurred, and the Tenant shall
immediately surrender the remainder of the Term and give possession of the
Premises to the Landlord, and the Rent from the time of the surrender shall abate;
(ii) If the Premises can, with reasonable diligence, be repaired and rendered fit
for occupancy within 120 days from the happening of the damage or destruction, but
the damage renders the Premises wholly unfit for occupancy, then the rent hereby
reserved shall not accrue after the day that such damage occurred, or while the
process of repair is going on, and the Landlord shall repair the Premises with all
reasonable speed, and the Tenant's obligation to pay Rent shall resume immediately
after the necessary repairs have been completed;
(iii) If the leased Premises can be repaired within 120 days as aforesaid, but the
damage is such that the leased Premises are capable of being partially used, then until
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such damage has been repaired, the Tenant shall continue in possession and the Rent
shall abate proportionately.
(b) Any question as to the degree of damage or destruction or the period of time required
to repair or rebuild shall be determined by an architect retained by the Landlord.
(c) There shall be no abatement from or reduction of the Rent payable by the Tenant, nor
shall the Tenant be entitled to claim against the Landlord for any damages, general or special,
caused by fire, water, sprinkler systems, partial or temporary failure or stoppage of services
or utilities which the Landlord is obliged to provide according to this Lease, from any cause
whatsoever.
11. ACTS OF DEFAULT AND LANDLORD'S REMEDIES
(a) An Act of Default has occurred when:
(i) the Tenant has failed to pay Rent for a period of 15 consecutive days,
regardless of whether demand for payment has been made or not;
(ii) the Tenant has breached his covenants or failed to perform any of his
obligations under this Lease; and
(A) the Landlord has given notice specifying the nature of the default and
the steps required to correct it; and
(B) the Tenant has failed to correct the default as required by the notice;
(iii) the Tenant has;
(A) become bankrupt or insolvent or made an assignment for the benefit
of Creditors;
(B) had its property seized or attached in satisfaction of a judgment;
(C) had a receiver appointed;
(D) committed any act or neglected to do anything with the result that a
Construction Lien or other encumbrance is registered against the Landlord's
property;
(E) without the consent of the Landlord, made or entered into an
agreement to make a sale of its assets to which the Bulk Sales Act applies;
(F) taken action. if the Tenant is a corporation, with a view to winding up,
dissolution or liquidation;
(iv) any insurance policy is cancelled or not renewed by reason of the use or
occupation of the Premises, or by reason of non-payment of premiums;
(v) the Premises;
(A) become vacant or remain unoccupied for a period of thirty (30)
consecutive days; or
(8) are not open for business on more than thirty (30) business days in
any twelve (12) month period or on any twelve (12) consecutive business
days;
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(C) are used by any other person or persons, odor any other purpose than
as provided for in this Lease without the written consent of the Landlord.
(b)
When an Act of Default on the part of the Tenant has occurred:
(i) the current month's rent together with the next three months' rent shall
become due and payable immediately; and
(in the landlord shall have the right to terminate this Lease and to re-enter the
Premises and deal with them as he may choose.
(c) If, because an Act of Default has occurred. the Landlord exercises his right to
terminate this Lease and re-enter the Premises prior to the end of the Term, the Tenant shall
nevertheless be liable for payment of Rent and all other amounts payable by the Tenant in
accordance with the provisions of this Lease until the Landlord has re-let the Premises or
otherwise dealt with the Premise$ in such manner that the cessation of payments by the
Tenant will not result in loss to the Landlord;
(i) and the Tenant agree$ to be liable to the Landlord, until the end of the Term
of this Lease for payment of any difference between the amount of Rent hereby
agreed to be paid for the Term hereby granted and the Rent any new tenant pays to
the Landlord.
(d) The Tenant covenants that notwithstanding any present or future Act of the
Legislature of the Province of Ontario, the personal property of the Tenant during the term
of this Lease shall not be exempt from levy by distress for Rent in arrears;
(n and the Tenant acknowledges that it is upon the express understanding that
there should be no such exemption that this Lease is entered into, and by executing
this Lease:
(A) the Tenant waives the benefit of any such legislative provisions which
might otherwise be available to the Tenant in the absence of this agreement;
and
(B) the Tenant agrees that the Landlord may plead this covenant as an
estoppel against the Tenant if an action is brought to test the Landlord's right
to levy distress against the Tenant's property.
(e) If, when an act of Default has occurred, the Landlord chooses not to terminate the
Lease and re-enter the Premises, the Landlord shall have the right to take any and all
necessary steps to rectify any or all Acts of Default of the Tenant and to charge the costs of
such rectification to the Tenant and to recover Ihe costs as Rent.
(f) If, when an Act of Default has occurred, the Landlord chooses to waive his right to
exercise the remedies available to him under this Lease or at law the waiver shall not
constitute condonation of the Act of Default, nor shall the waiver be pleaded as an estoppel
against the Landlord to prevent his exercising his remedies with respect to a subsequent Act
of Default:
(i) No covenant, term, or condition of this Lease shall be deemed to have been
waived by the Landlord unless the waiver is in writing and signed by the Landlord.
TERMINATION UPON NOTICE AND AT THE END OF TERM
(a) If the Landlord desires at any time to demolish the Premises or any part thereof, to
an extent that renders continued possession by the tenant impracticable, or if the Premises
are expropriated or condemned by any competent authority:
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(i) The Landlord shall have the right to terminate this Lease by giving ninety
(90) clear days' notice in writing to the Tenant; or
.
(ii) the landlord may require the Tenant to vacate the premises within ninety (90)
days from payment by the Landlord to the Tenant of a bonus equal to three months'
rent,
(A) but payment of the said bonus shall be accompanied or preceded by
written notice from the Landlord to the Tenant advising of the Landlord's
inlent to exercise this option,
(b) The Tenant agrees to permit the Landlord during the last three months of the Term
of this Lease to display "For Rent" or "For Sale" signs or both at the Premises and to show
the Premises to prospective new tenants or purchasers and to permit anyone having written
authority of the Landlord to view the Premises at reasonable hours.
.
(c) If the Tenant remains in possession of the Premises after termination of this Lease
as aforesaid and if the Landlord then accepts rent for the Premises from the Tenant. it is
agreed that such overholding by the Tenant and acceptance of Rent by the Landlord shall
create a monthly tenancy only but the tenancy shall remain subject to all the terms and
conditions of this Lease except those regarding the Term.
13,
ACKNOWLEDGEMENT BY TENANT
The Tenant agrees that he will at any time or times during the Term. upon being given at
least forty-eight (48) hours prior written notice, execute and deliver to the Landlord a statement in
writing certifying:
(a) that this Lease is unmodified and is in full force and effect (or if modified stating the
modifications and confirming that the Lease is in full force and effect as modified);
(b) the amount of Rent being paid;
(c) the dates to which Rent has been paid;
(d) other charges payable under this Lease which have been paid;
(e) particulars of any prepayment of Rent or security deposits; and
.
(f)
particulars of any subtenancies,
14. SUBORDINATION AND POSTPONEMENT
(a) This Lease and all the rights of the Tenant under this Lease are subject and
subordinate to any and all charges against the land, buildings or improvements of which the
Premises form pan, whether the charge is in the nature of a mongage, trust deed, lien or any
other form of charge arising from the financing or re-financing, including extensions or
renewals, of the Landlord's interest in the propeny.
(b) Upon the request of the Landlord the Tenant will execute any form required to
subordinate this Lease and the Tenant's right to any such charge, and will, if required, attorn
to Ihe holder of the charge,
'.
(c) No subordination by the Tenant shall have the effect of permitting the holder of any
charge to disturb the occupation and possession of the Premises by the Tenant as long as the
Tenant performs his obligations under this Lease.
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15. RULES AND REGULATIONS
The Tenant agrees on behalf of itself and all persons entering the Building with the Tenant's
authority or permission to comply with all reasonable rules and regulations that form part of this
Lease or that the Landlord may make from time to time for the safety, care and cleanliness of the
Building and the preservation of good order in the Building and Common Facilities.
16. NOTICE
(a) Any notice required or permitted to be given by one party to the other pursuant to the
terms of this Lease may be given
to the Landlord at:
707 Queen Street
Kincardine, Ontario
N2Z 1Z9
to the Tenant at the Premises or at:
Box 272 - 1475 Fifth Concession
Kincardine, Ontario
N2Z 2Y7
(b) The above addresses may be changed at any time by giving ten (10) days written
notice.
(c) Any notice given by one party to the other in accordance with the provision of this
Lease shall be deemed conclusively to have been received on the date delivered if the notice
is served personally or seventy-two (72) hours after mailing if the notice is mailed.
17, REGISTRATION
The Tenant shall not at any time register notice of or a copy of this Lease on title to the
property of which the Premises form part without consent of the Landlord,
18.
CONDITION
(a) The Landlord is the purchaser of the Real Property pursuant to an agreement of
purchase and sale between the Landlord and Canadian Agra Corporation, as vendor. The
granting of this Lease is conditional upon the completion of the purchase of the Real
Property by the Landlord prior to the commencement of the Term,
(b) The Tenant covenants and agrees as follows:
(i) his existing tenancy in the Building is in accordance with the lease for
a term commencing December 15, 1999 between Canadian Agra Corporation, as
landlord, and the Tenant (the "Existing Lease") without change or modification and
is in full force and effect and in good standing; and
(ii) Upon Ihe completion of the purchase of the Real Property by the Landlord,
the Tenant acknowledges and agrees that the Existing Lease shall be cancelled,
terminated and surrendered as of March 31,2001.
"
"
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19, INTERPRETATION
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(a) The words importing the singular number only shall include the plural, and vice
versa, and words importing the masculine gender shall include the feminine gender, and
words importing persons shall include firms and corporations and vice versa,
(b) Unless the context otherwise requires, the word "Landlord" and the word "Tenant"
wherever used herein shall be construed to include the executors, administrators, successors
and assigns of the Landlord and Tenant, respectively.
(c) When there are two or more Tenants bound by the same covenants herein contained,
their obligations shall be joint and several.
20,
OPTIONS TO RENEW
.
(a) When not in default hereunder, the Tenant shall have the option of renewing this
Lease by giving notice to the Landlord on or before the 31" day of January, 2002, Such
renewed lease shall be on the same terms and conditions as are contained herein save and
except:
(i) the term of such renewal shall be for one year to be computed from the 1st
day of April, 2002 and ending on 31st day of March, 2003; and
(ii) there shall be no further right of renewal.
21. NON-COMPETITION COVENANT
The Landlord covenants that it shall not during the Term of the Lease rent any part of the
Building to an engineering firm which is not a tenant in the Building at the date of the signing of this
Lease.
.
IN WITNESS WHEREOF the Landlord and the Tenant have executed this Lease.
SIGNED, SEALED and DELIVERED
in the presence of
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SCHEDULE OF RULES AND REGULATIONS FORMING PART OF THIS LEASE
.
, . The Tenant shall observe the following Rules and Regulations (as amended, modified or supplemented from lime
to time¡by the Landlord as provided in this Lease):
1. The sidewalks, entrances, elevators, stairways and corridors of the building shall not be obstructed or used by the
Tenant, his agents, servants, contractors, invitees or employees for any purpose other than access to and from the Premises.
. The floors, sky-lights and windows that reflect or admit light into passageways or into any place in the building shall
not be covered or obstructed by the Tenant, and no awnings shall be put over any window.
3, The toilets, sinks, drains, washrooms and other water apparatus shall not be used for any purpose other than those
for which they were constructed, and no sweepings, rubbish, rags ashes or other substances, such as chemicals, solvents,
noxious liquids or pollutants shall be thrown therein, and any damage resulting to them from misuse shall he borne by the
Tenant by whom or by whose employees, agenls, servants, contractors or Invitees the damage was caused,
4. In the event that the Landlord provides and installs a Public Directory Board inside the building, the Tenant's name
shall he placed on the said Board at the expense of the Tenant.
5. The Tenant shall not perfonn any acts or carry on any activity which may damage the Premises or the common areas
or be a nuisance to any other tenant.
6, No animals or birds shall be brought into the building or kept on the Premises.
7. The Tenant shall not mark, drill into, bore or cut or in any way damage or deface the walls, ceilings or floors of the
Premises. No wires, pipes or conduits shall be installed in the Premises without prior written approval of the Landlord, No
broadloom or carpeting shall be affixed to the Premises by means of a non-soluble adhesive or similar products,
.i..._ No. one shall use the Premises for sleeping apartments or residenlial purposes, for the storage of personal effects or
W'1e ! other than those required for business purposes, or for any illegal purpose,
9. The Tenant shall not use or pennit the use of any objectionable advertising medium such as, without limitation,
loudspeakers, public address systems, sound amplifiers, radio, broadcast or television apparatus within the building which
is in aj1y manner audible or visible outside of the Premises.
10. Tbe Tenanl must observe strict care not to allow windows to remain open so as to admit rain or snow, or so as to
interf~re with the healing of the building, The Tenant neglecling this rule will be responsible for any damage caused to the
property of other tenants, or to tbe property of tbe Lar¡dlord, by such carelessness. The Tenanl, when closing the Premises,
shall close all windows and lock all doors,
11. The Tenant shall not without the express written consent of the Landlord, place any additional locks upon any doors
of the Premises and shall not peon it any duplicate keys to be made therefor; but shall use only addilional keys obtained from
the Landlord, at lhe expense of the Tenant, and shall surrender to the Landlord on lhe tennination of the Lease all keys of
the Premises.
12. No inflammable oils or other inflammable, toxic, dangerous or explosive materials shall be kept or permitted to be
kept in or on the Premises.
13. No bicycles or other vehicles shall be brought within the Premises or upon the Landlord's property, including any
lane qr courtyard, unless otherwise agreed in writing.
.' i Nothing shall be placed on the outside of windows or projections of the Premises. No air-conditioning equipment
shall þe placed at the windows of the Premises without the consent in writing of the Landlord,
15. The moving of all heavy equipment and office equipment or fumiture shall occur only between 6:00 p.m. and 8:00
a,m. q¡r any other lime consented to by the Landlord and the persons employed to move the same in and oul of the huilding
must þe acceptable to the Landlord. Safes and other heavy equipment shall be moved through the Premises and common
areas}only upon steel bearing plates, No deliveries requiring the use of an elevator for freight purposes will be received into
the b\lilding or carried in the elevators, except during hours approved by the Landlord.
16. Canvassing, soliciting and peddling in the building is prohibited.
17. The Tenant shall first obtain in writing the consent of the Landlord to any alteration or modification to the electrical
system in the Premises and all such alterations and modifications shall be completed at the Tenant's expense by an electrical
contractor acceptable to the Landlord.
18. The Tenanl shall first obtain in writing the consent of the Landlord to the placement by the Tenant of any garbage
cont"iners or receptacles outside the Premises or building.
19. The Tenant shall not install or erect on or about the Premises television antennae, communications towers, satellite
dishes or other such apparatus.
A1. The Landlord shall have the right to make such other and further reasonable rules and regulations and to alter, amend
.. cancel all rules and regulations as in its judgement may from time to time be needed for the safety, care and cleanliness
of tl¥: building and for the preservation of good order therein and the same shall be kept and observed by the Tenant, his
emPloyees, agents, servants, contractors or Invites. The Landlord may from time to time waive any of such rules and
regulations as applied to particular tenants and is not liable to the Tenant for breaches thereof by other tenants,