Exhibit 10.47
THIS INDENTURE MADE THE 29TH DAY OF JANUARY 1998.
IN PURSUANCE OF THE SHORT FORMS OF LEASES ACT.
BETWEEN:
▇▇▇▇▇▇ ▇▇▇▇▇▇ LIMITED AND
GRADUATE HOLDINGS LIMITED
(hereinafter called the "Landlord")
OF THE FIRST PART;
AND
LIFELINE SYSTEMS (CANADA) INC. AND
LIFELINE SYSTEMS INC.
(hereinafter called the "Tenant")
OF THE SECOND PART.
1. PREMISES
WITNESSETH that in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of the Tenant to be
paid, observed and performed, the Landlord does demise and lease unto the Tenant
the Premises, (herein called the "premises"), in the building, (herein called
the "Building"), being municipally known as 95 ▇▇▇▇▇▇ ▇▇▇▇▇▇ Road, in the
Borough of North York, comprising approximately 7,822.80 gross square feet of
Rentable Area, being ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ of the first floor(s) of the
Building as shown outlined in red on the plan attached hereto as Schedule "A".
The exterior face of the exterior wall of the Building is expressly excluded
from the Premises hereby demised.
2. TERM
TO HAVE AND TO HOLD the Premises for and during the Term, (herein
called the "Term") of FIVE (5) years to be computed from the 1st day of April,
1998 and from thenceforth next ensuing and fully to be complete and ended on the
31st day of March, 2003.
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3. RENTAL
The Tenant shall pay from and after the Commencement Date and
throughout the Term, to the Landlord, in lawful money of Canada, without any
prior demand therefor, and without any deduction, abatement, set-off or
compensation whatsoever, as annual minimum Rent (the "Minimum Rent") throughout
the first year of the Term, the sum of Forty-Six Thousand, Nine Hundred and
Thirty-Six Dollars and Eighty Cents ($46,936.80), payable in advance in equal
consecutive monthly instalments of Three Thousand, Nine Hundred and Eleven
Dollars and Forty Cents ($3,911.40); throughout the second year of the Term as
annual Minimum Rent, the sum of Fifty Thousand, Four Hundred and Fifty-Seven
Dollars and Seventy-Six Cents ($50,457.06), payable in equal consecutive monthly
instalments of Four Thousand, Two Hundred and Four Dollars and Seventy-Six Cents
($4,204.76); throughout the third year of the Term as annual minimum rent, the
sum of Fifty-Two thousand, and Twenty-One Dollars and Sixty-Two Cents
($52,021.62), payable in equal consecutive instalments of Four Thousand, Three
Hundred and Thirty-Five Dollars and Fourteen Cents ($4,335.14); throughout the
fourth year of the Term, the sum of Fifty-Three Thousand, Five Hundred and
Eighty-Six Dollars and Eighteen Cents ($53,586.18), payable in equal consecutive
monthly instalments of Four Thousand, Four Hundred and Sixty-Five Dollars and
Fifty-Two Cents ($4,465.52); throughout the fifth year of the term as annual
minimum rent the sum of Fifty-Five Thousand, One Hundred and Fifty Dollars and
Seventy-Four Cents ($55,150.74), payable in equal consecutive monthly
instalments of Four Thousand, Five Hundred and Ninety-Five Dollars and Ninety
Cents ($4,595.90) during the remainder of the Term to the Landlord at ▇▇▇▇▇ ▇▇▇,
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ or at such other place as the
Landlord shall hereafter designate, the first of such payments to be made on the
first day of April next. The foregoing rent is based upon an annual rate of Six
Dollars ($6.00) per square foot during the first year of the Term; Six Dollars
and Forty-Five Cents ($6.45) during the second year of the Term; Six Dollars and
Sixty-Five Cents ($6.65) during the third year of the term; Six Dollars and
Eighty-Five Cents ($6.95) during the fourth year of the term; and Seven Dollars
and Five Cents ($7.05) during the remainder of the term of the Rentable Area of
the Premises, and when the Rentable Area of the Premises is calculated by the
Landlord, the rent shall, if necessary, be adjusted accordingly. If the Term
commences on any day other than the first or ends on any day other than the last
day of a month, rent for the fractions of a month at the commencement and at the
end of the Term shall be adjusted pro-rata.
The Landlord acknowledges receipt of Four Thousand, Seven Hundred and Seventy-
Eight Dollars and Eleven Cents ($4,778.11) from the Tenant to be held by the
Landlord as security for the due performance by the Tenant of all its covenants
and obligations on its part herein contained and to be applied to the damages
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resulting from default by the Tenant of any of its covenants and obligations
hereunder or toward the payment or reduction of any claim of the Landlord
against the Tenant.
4. NET LEASE
The Tenant acknowledges and agrees that it is intended that this Lease
is a completely carefree net lease to the Landlord, and, except as expressly
herein set out, that the Landlord is not responsible during the Term of the
Lease for any costs, charges, expenses and outlays of any nature whatsoever
arising from or relating to the Leased Premises or the use and occupancy thereof
or to the contents thereof, or the business carried on therein, and the Tenant
shall pay all charges, impositions, costs and expenses of any nature or kind
relating to the Leased Premises, except as expressly herein set out.
5. IN THE LEASE
(a) "Proportionate Share" means the fraction which has as its
numerator the Rentable Area of the Premises in the case of Premises
forming part only of a floor of the Building (the "Additional Area" of
the Premises), and has as its denominator the total Rentable Area of
the Building, whether rented or not, subject only to the adjustments
which follow. The total Rentable Area of the Building shall be
calculated as if the Building were entirely occupied by Tenants
renting full floors. The calculation of the total Rentable Area of the
Building, whether rented or not, shall be determined on completion of
the Building and shall be adjusted from time to time to give effect to
any structural or functional change effecting same. The calculation of
the Rentable Area of the Premises shall be adjusted from time to time
to give effect to any change therein during the Term.
(b) "Rentable Area" in the case of a whole floor of the Building
shall include all area with the outside Building walls and shall be
computed by measuring to the outside surface of the outside Building
walls without deduction for columns and projections necessary to the
building but shall not include stairs and elevators shafts provided by
the Landlord for use in common with other Tenants.
(c) Rentable Area in the case of a part of the floor of the Building
shall include all area occupied by the Tenant and shall be computed by
measuring from the outside surface of the outside Building walls to
the outside surface of corridors or other permanent
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partitions and to the centre of partitions which separate the area
occupied by the Tenant from adjoining Rentable Areas without deduction
for columns and projections necessary to the Building but shall not
include stairs and elevator shafts supplied by the Landlord for use in
common with other Tenants within the area occupied. The Rentable Area
of the Premises (as calculated in accordance with the foregoing
formula shall be increased (such increase being referred to in this
lease as the "Additional Area") by the fraction of the total area of
the corridors, elevator lobbies, service elevator lobbies, toilets,
air conditioning rooms, fan rooms, janitors' closets, telephone and
electrical closets and other closets serving the Premises in common
with other Premises, if any, on such floor, which fraction has as its
numerator the Rentable Area for the Premises (calculated in accordance
with the foregoing formula) and has as its denominator the sum of the
Rentable Areas (prior to the inclusion of the additional area) of such
floor. The lobbies and entrances on the main floor and any other
floor(s) and subservice floors used in common by Tenants shall be
excluded from the foregoing calculations. The "Additional Area" shall
not be utilized in determining the Rentable Area of the Premises for
purposes of establishing basic annual rent under the provisions of
Paragraph 3 hereof.
(d) In determining the Proportionate Share, the Net Rentable Area,
the Rentable Area or the total Rentable Area of the Building, the
Landlord's architect's certificate in that regard shall be final and
binding upon the parties hereto.
6. TAXES AND OPERATING COSTS
(a) Taxes Payable by the Tenant
---------------------------
(i) In this paragraph 6(b), and elsewhere throughout this lease,
"Taxes" means all taxes, rates, duties, levies and assessments
whatsoever whether municipal, parliamentary or otherwise, charged
upon the Building and the land appurtenant thereto or upon the
Landlord on account thereof including municipal taxes for local
improvements but excluding the amount by which Separate School
taxes (if any should be payable) exceed the amounts which would
have been payable for school taxes if no assessment for Separate
Schools had been made an excluding any tax which has been
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attracted by Tenants' improvements and excluding any taxes such
as corporate income, profit and excess profit taxes assessed upon
the income of the Landlord and shall also include any and all
taxes which may in future be levied in lieu of Tax as
hereinbefore defined;
(ii) The Tenant shall pay monthly in advance, or otherwise as the
Landlord directs, in accordance with paragraph 7 and as
additional rent, the Tenant's Proportionate Share of all Taxes.
(b) Tenant's Proportionate Share of Operating Costs
-----------------------------------------------
(i) In this paragraph 6(b), and elsewhere throughout this Lease,
"Operating Costs" means the total amount paid or incurred
regardless of when payable, whether by the Landlord or others on
behalf of the landlord, for operating and maintaining the
Building as a first-class office building, so as to give it high
character and distinction and shall include, without limited the
generality of the foregoing, all monies paid or incurred to
persons, firms, companies, or corporations employed in the
maintenance of the Building (including cost of janitorial
services for offices), all costs of repairs required for such
maintenance, heating costs including the purchase of fuel, gas
and steam for heating or other purposes, and the cost of making
repairs to the heating equipment, elevator maintenance costs, the
cost of providing hot and cold water, the cost of providing
electricity, the cost of washroom supplies, the cost of air
conditioning and window cleaning, fire, casualty, liability and
other insurance, telephone and other public utility costs, the
cost of service contracts with independent contractors,
remuneration to managing agents, the cost of audit fees for the
calculation of rental adjustments under this lease, the total
cost of operating, maintaining, cleaning, supervising, policing,
repairing and replacing the exterior parking areas, common areas,
landscaped areas and facilities, salaries, expenses and costs
applicable to the capital cost or replacement of boilers, heating
apparatus, air conditioning equipment, elevators, elevator
machinery and all other mechanical equipment within the Building
or appurtenances thereto, and all other expenses paid or incurred
by the Landlord in connection with the maintenance, operation and
management of the
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Building and the services connected therewith.
The tenant shall pay their proportionate share of all roof
repairs, but will not be responsible for any share of a total one
hundred percent roof replacement.
(ii) The Tenant shall pay monthly in advance, or otherwise as the
Landlord directs, in accordance with paragraph 7 and as
additional rent, the Tenant's Proportionate Share of Operating
Costs.
7. PAYMENT OF TAXES AND OPERATING COSTS
(a) The amounts payable by the Tenant pursuance to paragraph 6(a)(ii)
and paragraph 6(b)(ii) hereof may be estimated by the Landlord for
such period as the Landlord determines from time to time, and the
Tenant agrees to pay to the Landlord the Tenant's Proportionate Share
as so estimated of such amounts in monthly instalments in advance
during the period as additional rent. Notwithstanding the foregoing,
as soon as bills for all or any portion of the amounts so estimated
are received, the Landlord may ▇▇▇▇ the Tenant for the Tenant's
Proportionate Share thereof and the Tenant shall pay the Landlord the
amount so billed (less all amounts previously paid by the Tenant on
the basis of the Landlord's estimates) as additional rent within ten
(10) days following receipt by the Tenant of written notice of the
amount owing, if any.
(b) Within a reasonable period of time after the end of the period
for which the estimated payments have been made, the Landlord shall
determine and advise the Tenant of the Taxes and Operating Costs for
such period, together with the calculation of the Tenant's
Proportionate Share of such amounts and costs, and if necessary, and
adjustment shall be made between the parties in the following manner.
If the amount the Tenant has paid is less than the amounts due, the
Tenant shall pay the deficiency to the Landlord as additional rent
within ten (10) days following the receipt by the Tenant of notice of
the amount of the deficiency. If the amount the Tenant has paid is
greater than the amounts due, the Landlord shall refund the excess to
the Tenant within a reasonable period for the time after the
Landlord's determination.
(c) If the term of this lease shall commence, or shall be determined
on a day other than the first or last day
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of the period from time to time adopted by the Landlord in accordance
with paragraph 7(a), The Tenant shall be liable only for a portion of
the amount of the Tenant's Proportionate Share of Taxes and Operating
costs for such period, determined by a per diem basis by dividing the
amount of the Tenant's Proportionate Share of Taxes and Operating
Costs for such period by 365 and multiplying the quotient so obtained
by the number of days in the term falling in the period in questions.
(d) That the Tenant will reimburse the Landlord for each rental year
and at the times and in the manner specified by the Landlord, the
Tenant's Proportionate Share (as hereinafter defined) of the
Landlord's Capital Taxes related to the Building and the full amount
of any taxes in the nature of the business transfer tax, value added
tax, sales tax or any other similar tax levied, rated, charged or
assessed in respect of the Minimum Rent and additional rent payable by
the Tenant under this Lease or in respect of the rental of space by
the Tenant under this Lease. It is agreed and understood that the
Tenant shall reimburse the Landlord for such taxes at the full tax
rate applicable from time to time in respect of the Minimum Rent and
additional rent or the rental of space, without reference to any tax
credits or exemptions available to the Landlord.
8. TENANT'S COVENANTS
(a) Payment of Rent
---------------
to pay rent;
(b) Electric Charges
----------------
to pay the total cost of any replacement of any electrical
lightbulbs, tubes, starters, and ballasts in the Premises. (Provided
that the Landlord shall have the exclusive right to attend to any such
replacement as aforementioned, but at the cost of the Tenant as
aforesaid);
(c) Payment of Business Tax, etc.
-----------------------------
in each and every year during the Term to pay as additional rent
and discharge within twenty (20) days after same shall become due and
payable all Taxes, rates, duties and assessments and other charges
that
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may be levied, rated, charged, or assessed against or in respect of or
attributable by the Landlord to all improvements, equipment and
facilities of the Tenant on or in the Premises (whether installed by
the Tenant or the Owner or Landlord on behalf of the Tenant) and every
Tax and licence fee in respect of any and every business carried on
thereof or therein in respect of the use or occupancy thereof by the
Tenant (and any and every sub-tenant or licensee), whether such Taxes,
rates, duties, assessments and licence fees are charged by any
municipal, parliamentary school or other body during the Term hereby
demised, and will indemnify and keep indemnified the Landlord from and
against payment of all loss, costs, charges and expenses occasioned
by, or arising from any and all such Taxes, rates, duties,
assessments, licence fees and any and all Taxes which may in future be
levied in lieu of such Taxes, and any such loss, costs, charges and
expenses suffered by the Landlord may be collected by the Landlord as
rent with all rights of distress and otherwise as reserved to the
Landlord in respect of rent in arrears. The Tenant further covenants
and agrees that upon written request of the Landlord the Tenant will
promptly deliver to it for inspection receipts for payment of all
Taxes, rates, duties, assessments and other charges in respect of all
improvements, equipment and facilities of the Tenant on or in the
Premises which were due and payable up to one (1) month prior to such
request, and in any event will furnish to the Landlord if requested by
the Landlord evidence of payments satisfactory to the Landlord before
the 21st day of January in each year covering payments for the
preceding year. If the Tenant or any subtenant or licensee of the
Tenant shall elect to have the Premises or any part thereof assessed
for separate school Tax is ascertained, any amount by which the amount
of the separate school taxes exceed the amount with would have been
payable for school Taxes had such election not been made;
(d) and to repair, reasonable wear and tear and damage by fire,
lightning and tempest only excepted, and that the Landlord may enter
and view the state of repair and that the Tenant will repair according
to notice in writing, reasonable wear and tear and damage by fire,
lightning and tempest only excepted; and that the Tenant will leave
the Premises in good repair, reasonable wear and tear and damage by
fire, lightning and tempest only excepted; provided that if the Tenant
neglects to make such repairs within a reasonable time after notice,
the landlord may, at its option, make such repairs at the expense of
the Tenant, and in any
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and every such case the Tenant covenants with the Landlord to pay to
the Landlord forthwith as additional rent, all sums which the Landlord
may have expended in making such repairs, and shall not have
previously received from the Tenant; and provided further that the
making of any repairs by the Landlord shall not relieve the Tenant
from the obligation to repair;
(e) Repair Where Tenant At Fault
----------------------------
if the Building,including the Premises, the elevators,boilers,
engines, pipes and other apparatus (or any of them) used for the
purpose of heating or air-conditioning the Building or operating the
elevators, or if the water pipes, drainage pipes, electric lighting or
other equipment of the Building or the roof or outside walls of the
Building get out of repair or become damaged or destroyed through the
negligence, carelessness or misuse of the Tenant, its servants,
agents, employees or anyone permitted by it to be in the Building, or
through it or them in any way stopping up or injuring the heating
apparatus, elevators, water pipes, drainage pipes or other equipment
or part of the building, the expense of the necessary repairs,
replacements or alterations shall be borne by the Tenant who shall pay
the same to the Landlord forthwith on demand;
(f) Assigning or Subletting
-----------------------
and will not assign or sublet without leave; provided that prior
to the Tenant entering into any Agreement to assign or sublet it shall
notify the Landlord in writing of its intention to do so and shall
request the Landlord's consent to such assignment or subletting and
the Landlord shall then have the right exercisable within thirty (30)
days after such notice to cancel and terminate this lease if the
request is to assign or sublet all of the Premises or, if the request
is to sublet a portion of the Premises only, the Landlord shall have
the right to cancel and terminate this lease with respect to such
portion and the rent payable by the Tenant under this lease shall be
abated proportionately. If the Landlord so exercises such right, the
Tenant shall surrender possession of the entire Premises or the
portion which is the subject of the right, as the case may be not less
than sixty (60) days and not more than one hundred and twenty (120)
days following the Landlord's notice of exercise of its right
hereunder in accordance with all the provisions of this lease relating
to the surrender of the premises
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at the expiration of the Term. If the Landlord shall not exercise its
right to cancel this lease as hereinbefore set forth then the
Landlord's consent to such request shall not be unreasonably withheld.
In no event shall any assignment or subletting to which the Landlord
has consented release or relieve the Tenant from its obligations fully
to perform all of the Terms, covenants, and conditions of this lease;
If the Tenant intends to effect a transfer of all or any part of the
Leased Premises or this Lease, in whole or in part, or of any estate
or interest hereunder, then and so often as such event shall occur,
the Tenant shall give prior written notice to the Landlord of such
intent, specifying therein the name of the proposed transferee and
shall provide such information with respect thereto, including,
without limitation, information concerning the principals thereof and
as to any credit, financial or business information relating to the
proposed transferee as the Landlord requires, and the Landlord shall,
within fifteen (15) days thereafter, notify the Tenant in writing
either, that (a) it consents or does not consent to the transfer, or
(b) it elects to cancel this Lease in preference to the giving of such
consent. If the Landlord elects to cancel this Lease, as aforesaid,
the Tenant shall notify the Landlord in writing within fifteen (15)
days thereafter of the Tenant's intention either to refrain from such
transfer or to accept the cancellation of this Lease. If the Tenant
fails to deliver such notice within such period of fifteen (15) days,
this Lease will thereby be terminated upon expiration of the said
fifteen (15) day period. If the Tenant advises the Landlord it intends
to refrain from such transfer, then, the Landlord's right to cancel
this Lease as aforesaid shall become null and void in such instance.
Notwithstanding the foregoing, the Landlord's right to terminate shall
not apply in connection with an assignment or subletting to any entity
which controls, is controlled by or is under common control with the
Tenant, or to any successor in connection with a corporate
reorganization or sale of all or substantially of the Tenant's stock
or assets.
(g) Rules and Regulations
---------------------
that the Tenant and its employees and all persons visiting or
doing business with them on the Premises shall be bound by and shall
observe and perform the Rules and Regulations attached to this lease
and any
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further and other reasonable Rules and Regulations made hereafter by
the Landlord of which notice in writing shall be given to the Tenant
and all such Rules and Regulations shall be deemed to be incorporated
in and form part of this lease;
(h) that:
(i) the Premises will be used only for the purpose of offices,
twenty-four hour monitoring centre and electronic equipment
maintenance and storage and for no other purpose; provided the
Tenant in the use and occupation of the demised Premises and in
the prosecution or conduct of any business therein shall comply
with all requirements of all laws, orders, ordinances, rules and
regulations of any governmental authority and with any direction
or certificate of occupancy issued pursuant to any law by any
public officer or officers; the Premises will not be used or
caused or permitted to be used for the purpose of any bankrupt,
liquidation or auction sale; and that the Tenant will not carry
on or permit to be carried on therein any other trade or
business, and that the Tenant will not do or omit or permit to be
done or omitted upon the Premises anything which shall cause the
rate of insurance upon the Building to be increased and that if
the rate of insurance on the Building shall be increased by
reason of the use made of the Premises or by reason of anything
done or omitted or permitted to be done or omitted by the Tenant
or by anyone permitted by the Tenant to be upon the Premises, the
Tenant will pay to the Landlord the amount of such increase; and
(ii) if any insurance policy upon the Building shall be cancelled
by the insurer by reason of the use or occupation of the Premises
or any part thereof by the Tenant or by any assignee or subtenant
of the Tenant or by anyone permitted by the Tenant to be upon the
Premises the Landlord may at its option determine this lease
forthwith by leaving upon the Premises notice in writing of its
intention so to do and thereupon rent and any other payments for
which the Tenant is liable under this lease shall be apportioned
and paid in full to the date of such determination and the Tenant
shall immediately deliver up possession of the Premises to the
Landlord and the Landlord may re-enter and take possession of the
same;
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(i) Observance of Law
-----------------
to comply with all provisions of law including without limitation
federal and provincial legislative enactments, Building By-laws, and
any other governmental or municipal regulations which relate to the
partitioning, equipment, operation and use of the leased Premises, and
to the making of any repairs, replacements, alterations, additions,
changes, substitutions or improvements of or to the Premises. And to
comply with all police, fire and sanitary regulations imposed by any
federal, provincial or municipal authorities or made by fire insurance
underwriters, and to observe and obey all governmental and municipal
regulations and other requirements governing the conduct of any
business conducted in the Premises.
(j) Waste and Nuisance
------------------
not to do or suffer any waste, or damage, disfiguration or injury
to the Premises or the fixtures and equipment thereof permit or suffer
any overloading of the floors thereof; and not to use or permit to be
used any part of the Premises for any dangerous, noxious or offensive
trade or business and not to cause or maintain any nuisance in, at or
on the Premises;
(k) Entry by Landlord
-----------------
to permit the Landlord, its servants or agents to enter upon the
Premises at any time and from time to time for the purpose of
inspecting and making repairs, alterations or improvements to the
Premises or to the Building, and Tenant shall not be entitled to
compensation for any inconvenience, nuisance or discomfort occasioned
thereby;
(l) Indemnification of Landlord
---------------------------
the Tenant will indemnify and save harmless the Landlord from any
and all liabilities, fines, suits, claims, demands, costs and actions
of any kind or nature whatsoever to which the Landlord shall or may
become liable for, or suffer by reason of any branch violation or non-
performance by the Tenant of any covenant, term or provision hereof,
or by reason of any injury, loss, damage or death resulting from,
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occasioned to or suffered by any person or persons, or any property by
reason of any act, neglect or default on the part of the Tenant, or
any of its agents, customers, employees, servants, contractors,
licensees or invitees, in or about the Premises or any part thereof;
such indemnification in respect of any such breach, violation, non-
performance, damage to property loss, injury or death occurring during
the term of this lease shall survive any termination of this lease,
anything in this lease to the contrary notwithstanding.
(m) Exhibiting Premises
-------------------
to permit the Landlord or its agents to exhibit the Premises to
prospective Tenants during normal business hours of the last twelve
months of the Term;
(n) Alterations, etc.
-----------------
that the Tenant will not make or erect in or to the Premises any
installations, alterations, additions or partitions without submitting
plans and specifications to the Landlord and obtaining the landlord's
prior written consent in each instance; such work shall if the
landlord so elects be performed by employees of or contractors
designated by the Landlord; in the absence of such election, such work
may be performed with the Landlord's consent in writing given prior to
letting of contract, by contractors engaged by the Tenant, but in each
case only under written contract approved in writing by the Landlord
and subject to all conditions which the Landlord may impose; the
Tenant shall submit to the landlord's supervision over construction
and promptly pay to the Landlord or the tenant's contractors as the
case may be, when due, the cost of all such work and of all materials,
labour and services involved therein and of all decoration and all
changes in the Building, its equipment or services, necessitated
thereby. Notwithstanding anything herein contained, the landlord may
require that the Tenant upon expiration of the Term shall restore the
Premises to the condition they were in previous to such alterations
and additions. Without limiting the generality of any of the
foregoing, any work performed by or for the Tenant shall be performed
by competent workmen whose trade union affiliations are not
incompatible with those of any workmen who may be employed in the
Building by the Landlord, its contractors or subcontractors;
(o) Liens
-----
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if any Mechanic's or other liens or Order for the payment of
money shall be filed against the Premises by reason of, or arising out
of any labour or material, work or service furnished to the Tenant or
to anyone claiming through the Tenant, the Tenant shall, within
fifteen (15) days after notice to the Tenant of the filing thereof,
cause the same to be discharged by bonding, deposit, payment, Court
Order or otherwise. The Tenant shall defend all suits to enforce such
lien or Order whether against the Tenant or the Landlord at the
Tenant's own expense. The Tenant hereby indemnifies the Landlord
against any expense or damage as a result of such lien or Order.
(p) Interior Walls
--------------
that the Tenant will not deface or ▇▇▇▇ any part of the said
Building and Will not permit any hole to be drilled or made or nails,
screws, hooks or spikes to be driven in the interior walls, doors or
floors or stone or brick work of the said Building or any
appurtenances thereof without the written consent of the Landlord;
(q) Signs
-----
that the Tenant will not paint, place, affix, inscribe or display
on any of the windows of the Building, or on any part of the outside
of the said Building whatever, or inside of the said Building, any
sign, picture, direction, lettering, advertisement or notice without
the written consent of the Landlord. The Landlord will prescribe a
uniform pattern of identification signs for Tenants to be placed on
the outside of doors leading into the Premises of Tenants of part
floors. The Tenant on ceasing to be the Tenant of the Premises will,
before leaving them, cause any sign, advertisement or notice as
aforesaid to be removed or obliterated at its own expense and in a
workmanlike manner. The Tenant shall be entitled to have its name show
upon the directory board of the Building but the Landlord shall in its
sole discretion design the style of such identification and allocate
the space on the directory board for each Tenant;
(r) Name of Building
----------------
not to refer to the Building by any name other than that
designated from time to time by the Landlord nor use the name of the
Building for any purpose other than that of the business address of
the Tenant;
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(s) Glass
-----
the Tenant shall pay the cost of replacement with as good quality
and size of any glass broken on the Premises during the continuance of
this lease, unless such breakage is not the result of any act of
contractors, licensees or invitees;
(t) Certificates
------------
the Tenant agrees that it will at any time and from time to time
upon not less than ten (10) days' prior notice executed and deliver to
the Landlord a statement in writing certifying that this lease is
unmodified and in full force and effect (or, if modified stating the
modifications and that the same is in full force and effect as
modified), the amount of the annual rental then being paid hereunder,
the dates to which the same, by instalments or otherwise, and other
charges hereunder have been paid, and whether or not there is any
existing default on the part of the Landlord of which the Tenant has
notice.
9. QUIET ENJOYMENT
THE LANDLORD covenants with the Tenant for quiet enjoyment.
10. LANDLORD COVENANTS
THE LANDLORD further covenants with the Tenant as follows:
(a) Heating and Air Conditioning
----------------------------
to heat and/or air condition the Premises with heating and air
conditioning equipment or appliances in such manner as to keep the
Premises reasonably warm and air conditioned, as the case may be, for
the reasonable and comfortable use thereof by the said Tenant, its
employees, servants and agents, 24 hours a day 7 days a week, but in
case the boilers, engines, pipes or other apparatus or any of them
used in effecting the heating and/or air conditioning of the said
Premises at any time become incapable of heating and/or air
conditioning the said Premises as aforesaid or be damaged or
destroyed, the Landlord shall have a reasonable time within which to
repair such damage or
15
replace such boilers, engines, pipes or apparatus or any of them, and
the Landlord shall replace or repair the said boilers, engines pipes
or other apparatus with reasonable speed. The consequential damages or
for damages for personal discomfort or illness by reason of the breach
or this covenant;
(b) Elevator
--------
to furnish, except when repairs are being made, passenger
elevator service during normal business hours and limited elevator
service at other times; operator less automatic elevator service, if
made available, shall be deemed "elevator service" within the meaning
of this paragraph; and to permit the Tenant and the employees of the
Tenant to have free use of such elevator service in common with others
but the Tenant and such employees and all other persons using the same
shall do so at their sole risk and under no circumstances shall the
Landlord be held responsible for any damage or injury happening to any
person while using the same or occasioned to any person by any
elevator or any of its appurtenances;
(c) Access
------
to permit the Tenant and the employees of the Tenant and all
persons lawfully requiring communication with them to have the use at
all reasonable times in common with others of the main entrance and
stairways and corridors leading to the Premises;
(d) Washrooms
---------
to permit the Tenant and the employees of the Tenant in common
with others entitled thereto to use the washrooms in the Building on
the floor(s) in which the Premises are situated;
(e) Janitor Services
----------------
to cause when reasonably necessary from time to time the floors
of the Premises to be swept and cleaned and the desks, tables and
other furniture of the Tenant to be dusted; and to cause when
reasonably necessary from time to time, but not more than once in
every two month period, the windows of the Premises to be washed, but
with the exception of the obligation to cause such work to be done,
the Landlord shall not be responsible for any act of omission or
commission on the part of the person or persons employed to perform
such work;
16
such work shall be done at the Landlord's direction and without
interference by the Tenant, its servants or employees; the Tenant
agrees that any such authorized representative shall have free access
to the Premises;
11. FIXTURES
PROVIDED that the Tenant may remove its fixtures if all rent due or to
become due is fully paid; provided further, however, that all installations,
alterations, additions, partitions and fixtures other than trade or Tenant's
fixtures in or upon the Premises, whether placed there by the Tenant or the
Landlord, shall be the Landlord's property upon the termination of this Lease
without compensation therefor to the Tenant and shall not be removed from the
Premises at any time either during or after the Term. Notwithstanding anything
herein contained the landlord shall be under no obligations to repair or
maintain the Tenant's installations, alterations, additions, partitions and
fixtures or anything in the nature of a leasehold improvement made or installed
by the tenant; and further notwithstanding anything herein contained the
Landlord shall have the right upon the termination of this lease by affluxion of
time or otherwise to require the Tenant to remove its installations,
alterations, additions, partitions and fixtures or anything in the nature of a
leasehold improvement made or installed by the Tenant and to make good any
damage caused to the Premises by such installation or removal.
IT IS UNDERSTOOD AND AGREED that the Landlord will not unreasonably
withhold its consent if the Tenant requires the installation of antennae,
uninterrupted power supplies/generators or other equipment and devices necessary
to conform to ULC or other standards for the effective operation of its
business, subject to the Landlord's reasonable installation specifications, all
at the Tenants cost including any engineering or other costs incurred by the
Landlord.
12. FIRE
PROVIDED, and it is hereby expressly agreed that if and whenever
during the Term hereby demised the Building of which the Premises form a part
shall be destroyed or damaged by fire, lightning or tempest, or any of the
perils normally insured against under the provisions of standard extended
coverage fire insurance policies, then, and in every such event:
(a) If the damage or destruction of the building of which the
Premises form a part renders seventy-five percent (75%) or more of the
said Building wholly unfit
17
for occupancy, the Landlord may, at its option, terminate this lease
by giving to the Tenant notice in writing of such termination, in
which event, this lease and the Term hereby demised shall cease and be
at an end as of the date of such destruction or damage, and the rent
and all other payments for which the Tenant is liable under the Terms
of this lease shall be apportioned and paid in full to the date of
such destruction or damage.
(b) If the damage or destruction to the said Building is such that
the portion of the Building hereby demised is rendered wholly unfit
for occupancy or it is impossible or unsafe to use and occupy it an if
in either event the damage, in the opinion of the Landlord, to be
given to the Tenant within twenty-five (25) days of the happening of
such damage or destruction, cannot be repaired with reasonable
diligence within one hundred and twenty (120) days from the happening
of such damage or destruction, then either the Landlord or the Tenant
may, within five (5) days next succeeding the giving of the Landlord's
opinion as aforesaid terminate this lease by giving to the other
notice in writing of such termination, in which even this lease and
the Term hereby demised shall cease and be at an end as of the date of
such destruction or damage and the rent and all other payments for
which the Tenant is liable under the terms of this lease shall be
apportioned and paid in full to the date of such destruction or
damage; in the event that neither the Landlord nor the Tenant so
terminate this lease, then the Landlord shall repair the said Building
with all reasonable speed and the rent hereby reserved shall ▇▇▇▇▇
from the date of the happening of the damage until the damage shall be
made good to the extent of enabling the Tenant to use and occupy the
Premises;
(c) If the damage be such that the portion of the said Building
hereby demised is wholly unfit for occupancy, or if it is impossible
or unsafe to use or occupy it but if in either event the damage, in
the opinion of the Landlord, to be given to the Tenant within twenty-
five (25) days from the happening of such damage, can be repaired with
reasonable diligence within one hundred and twenty (120) days from the
happening of such damage, then the rent hereby reserved shall ▇▇▇▇▇
from the date of the happening of such damage until the damage shall
be made good to the extent of enabling the Tenant to use and occupy
the Premises and the Landlord shall repair the damage with all
reasonable speed.
18
(d) If in the opinion of the Landlord the said damage can be made
good as aforesaid within one hundred and twenty (120) days of the
happening of such destruction or damage and the damage is such that
the portion of the Building demised is capable of being partially used
for the purposes for which it is hereby demised, then until such
damage has been repaired, the rent shall ▇▇▇▇▇ in the proportion that
the part of the portion of the Building demised is rendered unfit for
occupancy bears to the whole of the said portion of the Building
demised and the Landlord shall repair the damage with all reasonable
speed.
13. PUBLIC LIABILITY
That the Landlord shall not in any event whatsoever be liable or
responsible in any way for any personal injury or death that may be suffered or
sustained by the Tenant or any employee of the Tenant or any other person who
may be upon the Premises or for any loss or damage or injury to any property
belonging to the Tenant or to its employees or to any other person while such
property is on the Premises and, in particular, (but without limiting the
generality of the foregoing) the Landlord shall not be liable for any damage to
any such property caused by steam, water, rain or snow which may leak into,
issue or flow from any part of the said building or adjoining premises or from
the water, steam, sprinkler or drainage pipes or plumbing works of the same or
from any other place or quarter or for any damage caused by or attributable to
the condition or arrangement of any electrical or other wiring or for any damage
by anything done or omitted to be done by any Tenant.
14. IMPOSSIBILITY OF PERFORMANCE
It is understood and agreed that whenever and to the extent that the
Landlord shall be unable to fulfil, or shall be delayed or restricted in the
fulfilment of any obligation hereunder in respect of the supply or provision of
any service or utility or the doing of any work or the making of any repairs by
reason of being unable to obtain the material goods, equipment, service, utility
or labour required to enable it to fulfil such obligation or by reason of any
statute, law or order-in-council or any regulation or order passed or made
pursuant thereto or by reason of the order or direction of any administrator,
controller or board, or any governmental department or officer or other
authority, or by reason of not being able to obtain any permission or authority
required thereby, or by reason of any other cause beyond its control whether of
the foregoing character or not, the
19
Landlord shall be relieved from the fulfilment of such obligation and the Tenant
shall not be entitled to compensation for any inconvenience, nuisance or
discomfort thereby occasioned.
15. DEFAULT OF TENANT
PROVIDED and it is hereby expressly agreed that if an whenever the
rent hereby reserved or any part thereof shall not be paid on the day appointed
for payment thereof, whether lawfully demanded or not, or in case of breach or
non-observance or non-performance of any of the covenants, agreements, provisos,
conditions or Rules and Regulations on the part of the Tenant to be kept,
observed or performed, or in case the Premises shall be vacated or remain
unoccupied for fifteen (15) days or in case the Term shall be taken in execution
or attachment for any cause whatever, then and in every such case, it shall be
lawful for the Landlord thereafter to enter into and upon the Premises or any
part thereof in the name of the whole and the same to have again, repossess and
enjoy as of its former estate, anything in this lease contained to the contrary
notwithstanding other than proviso to this paragraph 15: PROVIDED that
notwithstanding anything to the contrary this paragraph 15 contained, the
Landlord shall not at any time have the right to re-enter and forfeit this Lease
by reason of the Tenant's default in the payment of the rent reserved by this
Lease, unless and until the Landlord shall have given to the tenant at lease
five (5) business days written notice of its intention so to do an setting forth
the default complained of and the Tenant shall have the right during such five
(5) business days to cure any such default in payment of rent.
16. BANKRUPTCY, ETC.
PROVIDED FURTHER that in case without the written consent of the
Landlord the Premises shall be used by any other person than the Tenant or for
any other purpose than that for which the same were let or in case the Termor
any of the goods and chattels of the Tenant shall be at any time seized in
execution or attachment by any creditor of the Tenant or the Tenant shall make
any assignment for the benefit of the creditors or any bulk sale or become
bankrupt or insolvent or take the benefit of any Act now or hereafter in force
for bankrupt or insolvent debtors, or, if the Tenant is a corporation and any
order shall be made for the winding-up of the Tenant, or other terminations of
the corporate existence of the Tenant, then in any such case this Lease shall,
at the option of the Landlord cease and determine and the Term shall immediately
become forfeited and void and the then current month's rent and the next ensuing
three (3) months' rent shall immediately become due and be paid and the Landlord
may re-enter and take possession of the Premises as though the Tenant or other
20
occupant(s) of the Premises was or were holding over after the expiration of the
Term without any right whatsoever.
17. DISTRESS
The Tenant waives and renounces the benefit of any present or future
statute taking away or limiting the Landlord's right of distress, and covenants
and agrees that notwithstanding any such statute none of the goods and chattels
of the Tenant on the Premises at any time during the Term shall be exempt from
levy by distress for rent in arrears.
18. RIGHT OF RE-ENTRY
The Tenant further covenants and agrees that on the Landlord becoming
entitled to re-enter upon the Premises under any of the provisions of this
Lease, the Landlord, in addition to all others rights, shall have the right to
enter the Premises as the agent of the Tenant either by force or otherwise,
without being liable for any prosecution therefor and to relet the Premises as
the agent of the Tenant, and to receive the rent therefore and as the agent of
the Tenant to take possession of any furniture or other property on the Premises
and to sell the same at public or private sale without notice and to apply the
proceeds of such sale and any rent derived from re-letting the Premises upon
account of the rent under this Lease, and the Tenant shall be liable to the
Landlord for the deficiency, if any.
19. RIGHT OF TERMINATION
The Tenant further covenants and agrees that on the Landlord becoming
entitled to re-enter upon the Premises under any of the provisions of this
Lease, the Landlord, in addition to all other rights, shall have the right to
determine forthwith this lease and the Term by leaving upon the Premise notice
in writing of its intention so to do, and thereupon rent and any other payments
for which the Tenant is liable under this Lease shall be computed, apportioned
and paid in full to the date of such determination of this Lease, and the Tenant
shall immediately deliver up possession of the Premises to the Landlord, and the
Landlord may re-enter and take possession of the same.
20. NON-WAIVER
No condoning, excusing or overlooking by the Landlord of any default,
breach or non-observance by the Tenant at any time or times in respect of any
covenant, proviso or condition herein
21
contained shall operate as a waiver of the Landlord rights hereunder in respect
of any continuing or subsequent default, breach or non-observance, or so as to
defeat or affect in any way the right of the Landlord herein in respect of any
such continuing or subsequent default or breach, and no waiver shall be inferred
from or implied by anything done or omitted by the Landlord save only express
waiver in writing. All rights and remedies of the Landlord in this Lease
contained shall be cumulative and not alternative.
21. RECOVERY OR ADJUSTMENTS
The Landlord shall have (in addition to any other right or remedy of
the Landlord) the same rights and remedies in the event of default by the Tenant
in payment of any amount payable by the Tenant hereunder, as the Landlord would
have in the case of default in payment of rent; all such payments required to be
made by the Tenant under the Terms of this Lease shall be deemed rent, the
arrears of such payments shall bear interest at the rate of two percent (2%) per
month.
22. OVER-HOLDING
If the Tenant shall continue to occupy the Premises after the
expiration of this Lease with or without the consent of the Landlord, and
without any further written agreement, the Tenant shall be a monthly Tenant
shall be a monthly Tenant at the monthly rental herein mentioned on the terms
and conditions herein set out except as the length of the tenancy.
23. REGISTRATION
THE TENANT covenants and agrees with the Landlord that the Tenant will
not register this Lease in this form in the Registry Office or the land Titles
Office. If the Tenant desires to make a registration for the purpose only of
giving notice of this Lease, then the parties hereto shall contemporaneously
with the execution of this Lease execute a short form thereof solely for the
purpose of supporting an application for registration of notice thereof.
24. PARKING
(a) Subject to the provisions of this paragraph, the Tenant shall
have the right, at all times, with others entitled thereto, to use the
common driveways and the parking areas appurtenant thereto, provided
that the
22
Landlord shall have the right to make such changes and improvements or
alterations as the Landlord may, from time to time, decide in respect
of the common outside areas, including the right to change the
location of layout of the parking areas.
(b) Tenant shall utilize only those parking spaces designated by the
Landlord in the parking area and the Landlord reserves unto itself the
right, from time to time, to relocate such designated parking spaces
within the parking areas or prohibit the Tenant from utilizing such
parking areas as are so designated for other tenants, upon notice in
writing by the Landlord to the Tenant; provided it is understood and
agreed that save for assigning numbers to such spaces and designating
to the Tenant three (3) parking spots reserved and located outside the
tenants rear door, the Landlord shall have no obligation whatever to
police such parking area nor ensure exclusivity with respect thereto.
(c) All parking places shall be subject to this Lease and the
reasonable rules and regulations made by the Landlord, where
applicable from time to time.
25. RENEWAL
Landlord covenants with Tenant that if Tenant duly and regularly pays
the rent and performs all of the covenants, provisos and agreements on the part
of Tenant to be paid and performed in the Lease, and provided the Tenant to be
paid and performed in the Lease, and provided the Tenant is not then in default
under the terms of the Lease, Landlord, at the expiration of the Term, and upon
Tenant's written request, mailed by registered post, returned receipt requested,
to, or delivered to, Landlord and received by Landlord at least nine (9) months
prior to the expiration of the Term, grant to Tenant a renewal lease of the
Demised Premises on an "as is" basis for a further term of Five (5) years, upon
the same terms and conditions except as to further renewal term and except as to
Rent, which Rent is to be the then fair market Rent on a net carefree basis (the
"Renewal Rent") for the Demised Premises at the Commencement of the renewal
term. If the parties are unable to agree as to Renewal Rent, such Renewal Rent
shall be determined by arbitration. It is agreed that whether such Renewal Rent
is agreed upon or determined by arbitration, such Renewal Rent shall in no
event provide for a Rent plus percentage rent, if any, in an amount less than
the Rent, for the last year of the Term, which is Five ($5.00) Dollars plus the
balance of amortized leasehold costs. Pending agreement of the parties as to,
or as to the determination by arbitration of the Renewal Rent, Tenant shall
continue to pay the Rent for the
23
last year of the Term, and upon agreement or determination by arbitration as
aforesaid shall commence to pay the Renewal Rent retroactive to the commencement
of the renewal term. Any underpayment by the Tenant shall be adjusted
retroactive to the commencement of the renewal term.
If the Tenant after Five (5) years does not wish to renew the lease,
then all of the unpaid portion of their leasehold improvements, in accordance
with the payment schedule attached herewith and defined as Schedule "B" shall
become due and payable immediately.
26. ADJACENT SPACE
The Landlord agrees to provide the Tenant with the opportunity to
lease Suite #110 comprising approximately One Thousand, Six Hundred and Five
(1,605) square fee, at such time as the space becomes available for rental. The
current lease for Suite #110 expires on October 31st, 1998. The lease includes
an option to renew for a further term of Two (2) Years expiring on October 31st,
2000. The Landlord will not allow any further options to renew to this lease,
unless Lifeline Systems (Canada) Inc. does not wish to lease Suite #110 at that
time. Upon receipt of notice from the Landlord or impending availability of
Suite #110, the Tenant will have thirty (30) days to decide. Upon the
expiration of the thirty days after notice no further notification will be
required and if the Tenant has not indicated its binding intention to lease
within such time then this right of "opportunity to lease" shall lapse and be of
no further effect.
27. LEASE ENTIRE AGREEMENT
THE TENANT acknowledges that there are no covenants, representations,
warranties, agreements or conditions expressed or implied, collateral or
otherwise forming part of or in any way affecting or relating to this Lease save
as expressly set out in this Lease and that this Lease constitutes the entire
agreement between the Landlord and the Tenant and may not be modified except as
herein explicitly provided, or except by subsequent agreement in writing of
equal formality hereto executed by the Landlord and the Tenant.
28. SUBORDINATION
PROVIDED that upon the request of the landlord this Lease and
everything herein contained shall be deemed to be subordinate to any charge or
charges from time to time created by the Landlord with respect to the Building
of which the Premises
24
form part, by way of mortgage, and the Tenant hereby covenants and agrees that
it will promptly, at any time and from time to time, as required by the Landlord
during the Term hereof, execute all documents and give all further assurances to
this proviso as may be reasonably required to effectuate the postponement of its
rights and privileges hereunder to the holder or holders of such charge(s).
29. NOTICE
ANY NOTICE required or contemplated by any provisions of this Lease
shall be given in writing enclosed in a sealed envelope addressed, in the case
of notice to the Landlord to it at ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ and in the case of notice to the Tenant to it at the postage
prepaid. The time of giving of such notice shall be conclusively deemed to be
the second business day (Saturdays, Sundays and Statutory Holidays excluded)
after the day of such mailing. Such notice shall also be sufficiently given if
and when the same shall be delivered, in the case of notice to the Tenant, to it
personally or to an executive officer of the Tenant, to it personally or to an
executive officer of the Tenant if the Tenant is a corporation. Such notice, if
delivered, shall be conclusively deemed to have been given and received at the
time of such delivery. If in this Lease two or more persons are named as
Tenant, such notice shall also be sufficiently give if and when the same shall
be delivered personally to any one of such persons. Provided that either party
may, by notice to the other, from time to time designate another address in
Canada to which notices mailed more than ten (10) days thereafter shall be
addressed.
30. CAPTIONS
THE CAPTIONS appearing in this Lease have been inserted as a matter of
convenience and for reference only and in no way define, limit or enlarge the
scope or meaning of this Lease nor any of the provisions hereof.
31. EFFECT OF LEASE
THIS INDENTURE and everything herein contained shall extend to and
bind and may be taken advantage of by the respective heirs, executors,
administrators, successors and assigns, as the case may be of each and every of
the parties hereto, subject to the granting of consent by the landlord as
provided in paragraph 8(f) to any assignment or sublease, and where there is
more than one Tenant or there is a female party or a corporation, the provisions
hereof shall be read with all grammatical changes
25
thereby rendered necessary and all covenants shall be deemed joint and several.
32. 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.
IN WITNESS WHEREOF the parties hereto have executed this indenture.
SIGNED, SEALED AND DELIVERED ) ▇▇▇▇▇▇ ▇▇▇▇▇▇ LIMITED
in the Presence of: ) (Landlord)
)
)
) Per: ___________________________
)
) GRADUATE HOLDINGS LIMITED
) (Landlord)
)
)
) Per: ___________________________
)
) LIFELINE SYSTEMS (CANADA) INC.
) (Tenant)
)
) Per: ___________________________
)
)
) Per: ___________________________
)
) LIFELINE SYSTEMS INC.
) (Tenant)
Per: ___________________________
Per: ___________________________
26
RULES AND REGULATIONS FORMING
PART OF THE WITHIN LEASE
1. The sidewalk, entry passages, elevators, fire escapes and common stairways
shall not be obstructed by any of the Tenants or used by them for any other
purpose other than for ingress and egress to and from their respective Premises.
Tenants will not place or allow to be placed in the Building corridors or public
stairways any waste paper, dust, garbage, refuse or anything whatever that would
tend to make them unclean or untidy.
2. The skylights and windows that reflect or admit light into passageways and
common areas of the Building shall not be covered or obstructed by any of the
Tenants, and no awnings shall be put up, without written consent of the
Landlord.
3. The water-closets and other water apparatus shall not be used for any
purpose other than those for which they were constructed, and no seeping,
rubbish, rags, ashes or other substances shall be thrown therein. Any damage
resulting by misuse shall be borne by the Tenant by whom or by whose agents,
servants or employees the same is caused. Tenants shall not let the water run
unless in actual use, nor shall they deface any part of said Building.
4. No Tenant shall do or permit anything to be done in said Premises or bring
or keep anything therein which will in any way increase the risk of fire, or
obstruct or interfere with the rights of other Tenants, or violate or act at
variance with the laws relating to fires or with the regulations of the fire
Department or the Board of Health.
5. Tenants, their clerks or servants, shall not make or commit any improper
noises in the Building, lounge about doors or corridors, or interfere in any way
with other Tenants or those having business with them.
6. Nothing shall be thrown by the Tenants, their clerks or servants out of
windows or doors or down the passages, elevator shafts or skylights of the
Building.
7. No birds or animals shall be kept in or about the Premises nor shall the
Tenants operate or permit to be operated any musical or sound producing
instrument or device inside or outside the Premises which may be heard outside
the Premises.
8. No one shall use the Premises for sleeping apartments or residential
purposes, or for the storage of personal effects or article other than those
required for business purposes.
9. The Landlord shall have the right:
27
(a) to require all persons entering or leaving the Building during such
hours as the Landlord may reasonably determine to identify themselves to a
watchman by registration or otherwise to establish their right to enter or
leave; and
(b) to exclude or expel any peddler or beggar at any time from the
Premises or the Building.
10. All Tenants must observe strict care not to allow their windows to remain
open so as to admit rain or snow, or so as to interfere with the heating of the
Building. Any injury or damage caused to the Building or its appointments,
furnishings, heating and other appliances, or by reason of any other misconduct
or neglect upon the part of the Tenant or any other person or servant subject to
him shall be made good by the Tenant in whose Premises the neglect, interference
or misconduct occurred.
11. It shall be the duty of the respective Tenants to assist and cooperate with
the Landlord in preventing injury to the Premises demised to them respectively.
12. No inflammable oils or other inflammable, dangerous or explosive materials
shall be placed on the outside of window ▇▇▇▇▇ or projections.
13. Furniture, effects and supplies shall not be taken into or removed from the
Premises, except at such time and in such manner as may be previously approved
by the Landlord.
14. No bicycles or other vehicles shall be brought within said Building except
in the parking garage.
15. Business machines, filing cabinets, heavy merchandise or other articles
liable to overload, injure or destroy any part of the Building shall not be
taken into it without the written consent of the Landlord and the Landlord shall
in all cases retain the right to prescribe the weight and proper position of all
such articles and the times and routes for moving them into or out of the
Building; the cost of repairing any damage done to the Building by such moving
or by keeping any such articles on the Premises shall be paid by the Tenant.
16. The Tenant shall not place any additional lock upon any door of the
Building without the written consent of the Landlord.
17. The Tenant shall give the Landlord prompt notice of any accident to or any
defect in the plumbing, heating, air conditioning, mechanical or electrical
apparatus or any other part of the Building.
28
18. The Tenant shall not install or permit the installation or use of any
machine dispensing goods for sale in the Premises or the Building or permit the
delivery of any food or beverage to the Premises.
19. The Tenant shall not install or permit the installation or use of any
machine dispensing goods for sale in the Premises or the Building or permit the
delivery of any food or beverage to the Premises.
20. The lining of all window drapes facing the interior surface of the exterior
windows shall be subject to the prior approval of the Landlord as to colour and
material and the Tenant shall not hand and will remove any draperies which in
the Landlord's opinion do not conform to any uniform scheme of window coverings
established for the Building.
21. The Landlord shall have the right to make such other and further reasonable
rules and regulations as in its judgement may from time to time needful for the
safety, care, cleanliness and appearance of the Premises and the Building, and
for the preservation of good order therein, and the same shall be kept and
observed by the Tenants,their clerks and servants.
22. The Tenant agrees to the foregoing RULES AND REGULATIONS, which are hereby
made a part of this lease, and each of them, and agrees that for such persistent
infraction of them, or any of them, as may in the opinion of the Landlord be
calculated to annoy or disturb the quiet enjoyment of any other Tenant, or for
gross misconduct upon the part of the, or any one under him, the Landlord may
declare a forfeiture and cancellation of the accompanying lease and may demand
possession of the Premises upon one week's notice.
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