EXHIBIT 10.2
LEASE AGREEMENT BY AND BETWEEN
KENSINGTON VILLAGE HOLDINGS LTD. AND
BUILDER'S REALTY (CALGARY) LTD. DATED
JUNE 2, 1997 FOR THE PROPERTY LOCATED AT
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
STANDARD LEASE
BETWEEN
KENSINGTON VILLAGE HOLDINGS LTD
LESSOR
AND
BUILDERS REALTY (CALGARY) LTD.
LESSEE
FOR ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
SEPTEMBER 1, 1997 TO AUGUST 31, 2002
THIS LEASE MADE AS OF THIS 2ND DAY OF JUNE 1997.
BETWEEN: KENSINGTON VILLAGE HOLDINGS LTD., a duly chartered company under the
laws of ALBERTA having its head office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇.,▇▇▇▇▇▇▇
(herein called the "Landlord")
AND: BUILDERS REALTY(CALGARY)LTD. a duly chartered company under the laws of
ALBERTA having its head office at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇..▇▇▇▇▇▇▇ (herein
called the "Tenant")
AND:
(herein called the "Covenantor")
WITNESSETH that in consideration of the mutual covenants, conditions
and agreements the Landlord, Tenant and Covenantor and agree as follows:
ARTICLE ONE
DEFINITIONS
herein contained,
1.01 DEFINITIONS. In this Lease, unless there is something in the context
inconsistent therewith, the Landlord and Tenant agree that:
(a) "Commencement Date" means the 1st day of SEPTEMBER 1997.
(b) "Building" means that certain building or buildings (and
improvements therein and thereon) situate on the Lands and outlined in red on
SCHEDULE "A";
(c) "Common Area" means those areas of the Lands and the Building that
are designated (which designation may be changed from time to time) by the
Landlord as common areas set aside by the Landlord for the common use of the
Tenant, its licensees and invitees, in common with others entitled to the use of
such areas in the manner and for the purposes permitted by this Lease. The
Common Area includes, without limitation, parking areas, roadways, side walks,
loading areas and landscaped areas and improvements thereon, the exterior walls,
roof and foundations of the Building and all other fixtures, fittings or
structural members of the Building which are not included within the Premises or
other premises forming a part of the Building which are leased to tenants
thereof.
(d) "Common Costs" means the total, without duplication, of the costs
incurred by the Landlord for the continued management, operation, maintenance
and repair of the Lands and the Building including, without limitation, the
following:
(i) the cost of repairs, maintenance of and such replacements to
the Common Area as are properly chargeable in accordance with generally accepted
accounting principles to operating expenses as distinguished from capital
replacements or improvements;
(ii) the cost of Common Area landscaping and gardening, line
repainting, rental of signs and equipment, lighting, security protection,
sanitary control, refuse removal, removal of snow and ice, and painting, window
cleaning and otherwise maintaining the Common Area of the Building;
(iii) The cost of wages paid for maintenance and operating
personnel, including, without limitation, payments for workers' compensation,
unemployment insurance, vacation pay, Canada Pension Plan and other fringe
benefits whether statutory or otherwise but to the extent only that such wages
are directly attributable to the maintenance, operation and repair of the Lands
and the Building; the cost of service contracts with independent contractors in
respect of the maintenance, operation and repair of the Lands and the Building;
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(iv) the cost of operating, maintaining, repairing and
replacing plumbing, electrical, heating, water, sewer and other utility
systems and services in respect of the Lands and the Building;
(v) the cost of insurance against loss or damage to the Lands
and the Building by fire and other perils generally included in so called
"Extended Coverage Endorsement" and such other perils which in the reasonable
opinion of the Landlords should be insured against, but to limits not
exceeding the replacement cost thereof;
(vi) the cost of public liability insurance against damage or
loss by reason (or on account of) bodily injuries to or the death of any
person or the destruction of or damage to the property of any person
occurring on or about the Lands and Building to such limits as the landlord
may from time to time reasonably determine;
(viii) the cost of rental insurance not to exceed one years rent
from the Lands and the Building against loss of income to the Landlord in the
event of damage or destruction to the Lands, the Building or any part of
either by reason of fire or other peril;
(ix) the cost of insurance against other forms of loss or other
risk that the landlord reasonably requires from time to time and which might
reasonably be obtained for like properties similarly situated and for amount
against which a prudent landlord would insure itself;
(x) the cost of supplying electricity, water, sewer services,
natural gas, or other fuel or utility services to the Lands or the Building;
Common Costs shall not include any cost aforesaid incurred by, or on
behalf of, or at the request of, an individual tenant or tenants and
resulting in a benefit to such individual tenant or tenants which is not of
general application to all tenants of the Lands. Common Costs shall be
determined in accordance with generally accepted accounting principles
consistently applied.
(e) "Gross Rent" means the aggregate of basic rent referred to in
Article 3.01 hereof and Additional Rent for Common Costs referred to in
Article 3.03 hereof.
(f) "Lands" means the parcel or parcels of land together with the
fixtures and appurtenances thereto as more particularly described in SCHEDULE
"B"hereto, N.A.
(g) "Premises" means that portion of the Building more particularly
shown and outlined in red on SCHEDULE "A" hereto.
(h) "Proportionate Share" means for the purposes of this Lease 36.66%,
provided that in the event of any alteration or addition to the Building or
the Lands resulting in a greater or lesser rentable area the Landlord may,
from time to time, cause redetermination of the area of the Premises or the
area of all or any part of the rentable area of the Building by a qualified
quantity surveyor and, thereafter, upon notice to the Tenant "Proportionate
Share" shall thereafter mean that proportion expressed as a fraction, the
numerator or which is the area of the Premises in square meters and the
denominator of which is the aggregate of all rentable area of the Building in
square meters and any certification thereof by a qualified quantity surveyor
shall be conclusive and binding thereafter on the parties hereto.
ARTICLE TWO
DEMISE AND TERM
2.01 DEMISE. The Landlord, in consideration of the rents, covenants,
agreements and conditions herein to be paid, observed and performed by the
Tenants, does hereby demise and lease to the Tenant the Premises.
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2.02 TERM. Subject to the terms and conditions of this Lease as hereinafter
set forth, the Tenant shall have and hold the Premises for the term of 5
years (herein called the "Term") from and including the Commencement Date,
being, the 1st day of SEPTEMBER 1997, to and ending on the 31st day of AUGUST
2002.
ARTICLE THREE
RENT, TAXES AND OTHER CHARGES
3.01 BASIC RENT. The Tenant shall pay to the Landlord monthly in advance a
rental of $ 1,106.25 payable in lawful money of Canada (herein referred to as
the "Basic Rent"') and all additional rental as hereinafter provided,
commencing on the Commencement Date and thereafter on the first day of each
and every month of the Term of this Lease without any deduction, defalcation
or abatement save as herein expressly provided.
3.02 PREPAID RENT. The Landlord acknowledges receipt from the Tenant of the
sum of $ 2,212.50 to be applied toward the last 1 months' rent of the Lease
granted hereunder.
3.03 ADDITIONAL RENT FOR COMMON COSTS. The Tenant shall pay to the Landlord
as additional rent the Tenant's Proportionate Share of Common Costs in
addition to the Basic Rent hereinbefore provided. The Tenant's Proportionate
Share of Common Costs for the portion of the Term commencing on the
Commencement Date and ending December 31 of the year of the Commencement Date
is estimated to be $7,586.66 ($632.21 per month) and the Tenant shall pay
such amount to the Landlord in lawful money of Canada in equal monthly
installments in advance commencing on the Commencement Date and thereafter on
each day fixed for the payment of Basic Rent to and including the first day
of December in the year of the Commencement Date. Prior to commencement of
each ensuing calendar year of the Term, the Landlord shall deliver to the
Tenant a statement setting forth the Landlord's reasonable estimate of the
Tenant's Proportionate Share of Common Costs for such ensuing calendar year
and thereafter during such calendar year the Tenant shall pay to the Landlord
monthly in advance on each date fixed for the payment of Basic Rent and
amount equal to one twelfth of the Tenant's Proportionate Share of Common
Costs, provided that in the calendar year in which the Term expires the
Tenant's Proportionate Share of Common Costs in respect of the calendar year
shall be paid proportionately by equal monthly installments over the
remainder of the term.
3.04 REPORTING ON TENANT'S PROPORTIONATE SHARE OF COMMON COSTS. As soon as
reasonably practical following the end of the period for which such estimate
payments of Tenant's Proportionate Share of Common Costs have been made, the
Landlord will furnish to the Tenant a statement showing the actual amount of
Tenant's Proportionate Share of Common Costs settling forth in reasonable
detail Common Costs incurred by the Landlord during such period and the
Landlord and the Tenant covenant and agree each with the other that if an
overpayment of the Tenant's Proportionate Share of Common Costs has been made
by the Tenant, the Landlord will credit such amount to the Proportionate
Share of Common Costs for the ensuing period and, if there is no ensuing
period, such amount shall be paid to the Tenant, and if an amount remains
owing to the Landlord in respect of the Tenant's Proportionate share of
Common Costs, the Tenant will forth with pay such amount to the Landlord.
The Tenant and the Landlord covenant and agree each with the other that the
covenants contained in the Article 3.04 shall survive notwithstanding
termination of expiration of this Lease.
3.05 RECOVERY OF ADDITIONAL RENT. The Tenant's Proportionate Share of Common
Costs, the management fee hereinbefore referred to and any other sum
expressed to be payable to the Landlord hereunder as additional rent (herein
collectively referred to as "Additional Rent") shall be recoverable by the
Landlord from the Tenant in the same manner as Basic Rent reserved and in
arrears under the terms hereof.
3.06 INTEREST ON AMOUNTS IN ARREARS. When Basic Rent or any Additional
Rent(including interest thereon, of any) payable hereunder by the Tenant to
the Landlord is in arrears, the same shall bear interest at the rate of PRIME
+ 3% per centum per annum and such interest shall be and is agreed to be due
and payable on demand as additional rent reserved hereunder.
3.07 TENANT'S TAXES AND OTHER CHARGES. The Tenant will pay, as and when due,
to the authority to which same are owing:
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(a) all taxes, licenses, rates, duties and assessments imposed,
assessed or levied by any lawful authority during the Term and relating to
the business carried on in and the use and occupancy of the Premises by
the Tenant (and every subtenant and licensee) and relating to personal
property and all business and trade fixtures and other improvements owned
or installed by or on behalf of the Tenant in, on or affixed to the
Premises, whether any such taxes, licenses, rates, duties and assessments
are payable by law by the Tenant or by the Landlord and whether or not
same are allocated separately in respect of the Premises;
3.08 NET LEASE. The Tenant will well and truly pay to the Landlord all
Basic Rent and Additional Rent required to be paid by the Tenant pursuant to
this Lease without and deduction, defalcation, abatement, or set-off
whatsoever, it being the intention of this Lease that all expenses, costs,
payments, and outgoings incurred in respect of the Premises, the Lands and
the Building (unless otherwise expressly stipulated herein to the contrary)
will be borne by the Tenant and other tenants, and, that rent will be
absolutely net to the Landlord.
Upon request by the Landlord, the Tenant will deliver promptly to the
landlord, for inspection, receipts for payment of all charges payable by the
Tenant pursuant to the Article 3.08 with were due and payable up to one month
prior to such request, and will furnish to the landlord, upon request,
evidence of payment before 31st day of January in each covering payments for
the preceding year.
3.09 IRREGULAR PERIODS. If, for any reason, it becomes necessary to
calculate Basic Rent or Additional Rent for irregular periods an appropriate
pro rata adjustment will be made on a daily basis in order to compute such
rent for such irregular periods as a the date of termination of the Term.
3.10 DISPUTE AS TO COSTS In the event of any dispute as to the amount of any
monies to be paid by the Tenant pursuant to this Lease, the certificate of an
independent chartered accountant appointed by the Landlord, determining such
amount, will be final and binding on the Landlord and Tenant.
3.11 POST-DATE CHEQUES. The Tenant agrees to deliver to the Landlord upon
occupancy pursuant to this Lease a series of post-dated cheques to cover the
monthly installments of Gross Rent and Additional Rent for management
hereinbefore reserved for the period ending December 31 in the year of the
Commencement Date and thereafter prior to January 1 in each year of the Term
a series of post-dated cheques to cover the monthly installments of Gross
Rent for Management for Each ensuring calendar year or portion thereof of the
Term of this Lease.
ARTICLE FOUR
QUALITY OF THE PREMISES AND USE OF THE PREMISES
4.01 EXAMINATION OF PREMISES. The Tenant will examine the Premises prior to
commencement of the Term and the taking of possession of the Premises will be
conclusive evidence as against the Tenant that, at the time thereof, the
Premises were in good and satisfactory condition, except for latent defects.
4.02 POSSESSION AND USE OF PREMISES. The Tenant will take possession of the
Premises on the Commencement Date. The Tenant will not use of permit the
Premises or any part thereof to be used for any purpose other than REAL
ESTATE OFFICES without the prior written consent of the Landlord, which
consent will not be unreasonably withheld.
4.03 NO NUISANCE, OVERLOADING OR WASTE. The Tenant will not, at any time
during the Term, carry on or permit to be carried on, in the Premises or
elsewhere in the Building anything which is noxious or offensive and, will
not do or permit to be done anything whatsoever any time during the Term upon
the Premises or elsewhere, in the Building which would annoy or disturb or
cause nuisance or damage to the occupiers or owners of lands and premises
adjoining or in the vicinity of the Premises. The Tenant will not permit any
overloading of the floor of the Premises or elsewhere in the Building and
will not place thereon any heavy object without the prior written consent of
the Landlord. The Tenant will not cause any waste or damage to the Premises.
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4.04 SIGNS. The Tenant will not erect, paint, display, place, affix or
maintain, or permit to be erected, painted displayed, placed, affixed or
maintained, any sign, decoration, pictures, lettering or advertising matter
of any nature or kind, whatsoever either on the exterior walls of the
Premises or on the Building or Common Area (including, without limitation, in
or on any windows or anywhere in the interior of the premises which is
visible from the outside) without first obtaining the Landlord's written
consent in each instance, such consent not to be unreasonably withheld. The
Tenant shall, at its cost, acquire all requisite municipal or other
governmental permit which may be required to erect or maintain any such
approved sign or advertisement and the Tenant 'also agrees that any sign or
advertisement of placed or fixed to the exterior or any outside part of the
Lands and building shall be maintained in a proper state of repair and that
it will indemnify and hold harmless and Landlord for all personal injuries or
property damage or loss caused from the placing or fixing of any such sign or
advertisements. Any such approved sign or advertisement is agreed to be a
trade or Tenant's fixture and subject to the provisions of Article 9.04
hereof.
4.05 DELIVERIES AND LOADING. The Tenant will permit deliveries to the
Premises arid loading and unloading to be done only through the designated
loading areas and only in accordance with such rules as the Landlord may from
time to time reasonably prescribe.
4.06 WINDOWS. The Tenant will cause the windows of the Premises to be
suitably screened and will not permit storage inside of Premises to be
visible through such windows.
4.07 NOT TO AFFECT LANDLORD'S INSURANCES. The Tenant will not do or permit
to be done, or omit to do, on the Premises or elsewhere in the Building
anything which will directly or indirectly cause the rate of insurance upon
the Lands and improvements thereon or any part thereof or the Landlord's
liability insurance in respect thereof to be increased. If any insurance rate
is thereby increased the Tenant will not store or permit to be stored upon
the Premises anything of a dangerous, inflammable or explosive nature or
anything which would have the effect of increasing the Landlord's insurance
costs or of leading to the cancellation of insurance. If any insurance policy
is cancelled by an insurer by reason of the use and occupation of the
Premises by the Tenant or by an assignee, sub-tenant or anyone permitted by
the Tenant to be on the Premises, then the Landlord may, at is option,
terminate this Lease upon fifteen (15) days' written notice, and, thereupon
rent and any other payments for which the Tenant is liable under this Lease
will be apportioned and paid in full to the date of expiration of such
notice, and the Tenant will immediately deliver up vacant possession of the
Premises to the landlord and the Landlord may re-enter and take possession of
same and, at its option, and at the expense of the Tenant, may rectify the
situation causing such cancellation.
4.08 PREVENTING CANCELLATION. The Landlord, its employees, or agents, may
at any time enter upon the Premises to remove any article or remedy any
condition which, in the opinion of the Landlord reasonable arrived at, would
be likely to lead to cancellation of any policy of insurance. Such entry by
the Landlord will not be deemed to be a re-entry nor a trespass.
ARTICLE FIVE
ASSIGNING, SUBLETTING AND ENCUMBERING
5.01 ASSIGNING AND SUB-LETTING BY TENANT. That the Tenant shall not assign
this Lease, nor assign, sub-let, part with or share possession or occupation
of the Premises or any part thereof without he prior written consent of the
Landlord, which consent shall not be unreasonably or arbitrarily withheld,
provided that neither an assignment of (lie Lease, nor sub-letting, parting
with or sharing with possession or occupation of the Premises, nor the
Landlord's consent thereto, shall relieve the Tenant from the covenants and
agreements herein contained, the Landlord may as a condition of any such
consent require the assignee, sub-lessee, licensee or occupant to covenant
with the Landlord for the due and faithful performance and observance of the
terms of this Lease, including this clause, Notwithstanding the foregoing,
any request for the Landlord's consent to an assignment or sub-letting or
parting with or sharing possession or occupation of the Premises shall be
accompanied by such information, as to the proposed assignee, sub-tenant
licensee, or occupant's business and financial responsibility as the Landlord
may reasonably require, together with the terms of the proposed assignment,
parting with or sharing of possession or occupation; and the Landlord shall
have the right, exercisable of) its own behalf or on behalf of such party as
the Landlord may designate, to take the assignment or
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sub-lease or other wise, as the case may be, from the Tenant upon the same
terms and conditions as are set forth in this Lease and in any such case this
Lease or such portion thereof as is affected by the assignment or sub-lease
or otherwise, may at the election of the Landlord be treated as surrendered
as of the effective date of such proposed assignment. The Landlord shall have
a period of thirty (30) days in which to exercise its aforesaid rights and
within which to communicate such exercise to the Tenant and if not so
exercised, the Landlord shall not late than such 30th day, notify the Tenant
if it approves or disapproves the assignment, sub-lease, parting with or
sharing the possession or occupation of the Premises and in the case of
approval the Tenant shall have a period of sixty (60) days thereafter in
which to assign, sub-lease, part with or share the possession or occupation
of the Premises to the party so named by the Tenant in accordance with the
terms and conditions so indicated to the landlord in the aforesaid notice. In
the event that the Tenant does not so assign, sub-let or part with or share
possession or occupation of the Premises within such sixty (60) day period,
the Landlord's consent to such assignment, sub-leasing, parting with or
sharing the possession or occupation of the Premises shall be null and void,
and the Tenant shall not be permitted to assign, sub-let part with or share
the possession or occupation of the Premises without again conforming to all
the express provisions of the clause.
5.02 CHANGE IN CONTROL. If the Tenant is a private corporation, any sale or
other disposition of its shares of security resulting in a change of control
of beneficial ownership of such corporation shall be deemed to be an
assignment of this Lease and subject to the provisions hereof with respect to
assignment by the Tenant.
ARTICLE SIX
COMPLIANCE WITH LAWS, BUILDER'S LIENS
6.01 COMPLIANCE WITH LAWS. The Tenant, during the Term and its own expense,
will promptly comply, and will cause its employees, agents, licensees,
invites. and other persons on or about the Premises to comply with the
requirements of every applicable law, rule, by-law, regulation, order,
direction, ordinance and standard of every competent federal, provincial,
municipal, regional and other statutory authority in force during the Term
and concerning or affecting the condition, maintenance, use and occupation of
the Premises and all improvement, appurtenances, equipment, machinery and
other facilities from time to time therein, thereon or used in connection
therewith and the making of any repairs, replacements and alterations to the
Premises and with every applicable regulation, order and requirement of the
Insurance Bureau of Canada or any successor body having similar functions and
of any liability or fire insurance company by which the Landlord and Tenant
or either of them may be insured at any time during the Term, and, in so
doing, the Tenant, subject to Article 7 hereof, will make any necessary
alterations, repairs, additions or deletions in, on or to the Premises,
improvements or appurtenances or any part or parts thereof, and any
equipment, machinery or other facilities in, on, upon, used in connection
with or appurtenant to the Premises or any part thereof,
6.02 BUILDER'S LIENS. The Tenant will not suffer or permit any lien under
the Builders' Lien Act or like statute be filed against title to the Premises
or lands by reason of labour, services or materials supplied or claimed to
have been supplied to the Tenant or anyone holding any interest through or
under the Tenant or anyone holding any interest through or under the Tenant
during the Term. If any such lien is filed, the Tenant will procure
registration of its discharge forthwith after the lien has come to the notice
of the Tenant. If the Tenant desires to contest in good faith the amount or
validity of any lien and has so notified the Landlord, and if the Tenant has
deposited with the Landlord or with a trustee, or paid into Court to the
credit of any lien action, the amount of the lien claimed plus an amount for
costs satisfactory to the Landlord, then the Tenant may defer payment of such
lien claim for a period of time sufficient to enable the Tenant to contest
the claim with due diligence, provided always that neither the Premises nor
the Tenant's leasehold interest therein shall thereby become liable to
forfeiture or sale. The Landlord may, but will not be obliged to, discharge
any lien filed any time if in the Landlord's judgement the Premises or the
Tenant's interest therein becomes liable to any forfeiture or sale or is
otherwise in jeopardy, and any amount paid by the Landlord in so doing,
together will all reasonable costs and expenses of the Landlord, will be
reimbursed to the Landlord by the Tenant forthwith on demand. Nothing herein
contained will be deemed to authorize the Tenant, or imply consent or
agreement on the part of the Landlord, to subject the Landlord's estate and
interest in the Premises to any lien.
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ARTICLE SEVEN
REPAIRS, MAINTENANCE AND ALTERATIONS
7.01 REPAIR AND MAINTENANCE. The Tenant, throughout the Term at its own
expense, will repair, maintain and keep the Premises and all improvement,.
appurtenances and equipment therein and thereon (including, without
limitation, all electrical, heating, ventilation, sprinkler, and plumbing
fixtures and equipment, and windows) in good repair and condition, as is
fitting for a comparable quality warehouse and accessory office development
and whether such repairs are structural or non-structural, ordinary or extra
ordinary, foreseen or unforeseen, excepting from such standard of repair and
maintenance damage by fire and other risks against which the Landlord is
insured, reasonable wear and (car to the extent only that such reasonable
wear and tear is not inconsistent with maintenance in good order and
condition of Premises generally, and repairs for which the landlord is
responsible under this lease. "Repairs" shall include replacements and
renewals when necessary.
7.02 INSPECTION AND EMERGENCIES. The Landlord's representatives may enter
upon the Premises at all reasonable times and during and emergency to inspect
the state of repair and maintenance.
7.03 REPAIRS BY DESIGNATED TRADESPEOPLE. The Tenant, when necessary and
whether upon receipt of notice from the Landlord or not, will effect and pay
for such maintenance and repairs for which it is responsible and in so doing
will use subcontractors, contractors and tradespeople approved by the
Landlord in writing, such approval not to be unreasonably withheld.
7.04 REPAIR ACCORDING TO NOTICE. Without restricting the generality of
Article 7.01 hereof, the Tenant, promptly upon notice by the Landlord, will
make and do all repairs and maintenance for which it is responsible. If the
Tenant fails to repair or maintain with what the Landlord considers to be a
reasonable time, then the Landlord may cause such repairs and maintenance to
be undertaken (and may cause its employees and agents to enter on the
Premises for such purpose). Should the Landlord deem it necessary to
undertake any repairs or maintenance, then the Tenant will pay to the
Landlord as a fee for supervision for carrying out the Tenant's obligations
an amount equal to 10 % of the monies expended or of the cost of repairs of
maintenance carried out by the Landlord, which amount will be in addition to
the cost of such work, or monies expended.
7.05 ALTERATIONS. Notwithstanding anything to the contrary in this Lease,
the Tenant will not make to, or erect in the Premises, any installation,
alterations, additions or partitions without having received the prior
written approval of the Landlord to the plan and specifications and any
variation or amendment thereof, which approval is not a substitute for the
approval of any relevant statutory authority. The Landlord will be entitled
to recover from the Tenant the cost of having its architects or engineers
examine such plans and specifications.
7.06 CONSTRUCTION AND ALTERATION. The Tenant will construct the
installations, alterations, additions and partitions only in accordance with
the approved plans and specifications and in a good and workmanlike manner
and will proceed diligently to completion. All such construction will be done
only by contractors, sub-contractors and tradespeople approved in writing by
the Landlord, such approval not to be unreasonably withheld.
7.07 PAYMENT FOR WORK. The Tenant will pay for all expenses incurred for
labour performed upon, and materials incorporated into, the Premises for
which it is responsible as same are due.
7.08 LANDLORD'S REPAIRS. Subject to the Landlord's right, in accordance
with this Lease, to elect not to rebuild in the event of damage or
destruction, the Landlord, throughout the Term will repair, maintain and keep
the Common Area in good repair and condition, reasonable wear and tear
excepted.
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ARTICLE EIGHT
COMMON AREA AND PARKING
8.01 PARKING. ALL PARKING IS UNASSIGNED. The parking area shall be used for
such purpose only at the sole risk of the Tenant, its servants and agents,
and provided further that the Landlord shall not be obliged to police usage
thereof. The Landlord may, but shall not be obliged to, remove or cause
removal of any motor vehicle of the Tenant, it invitees and licensees, parked
in areas other than the designated parking area and the Tenant shall pay the
costs of any such removal as Additional Rent hereunder.
8.02 STORAGE. The Tenant will not store anything of whatsoever nature of
kind on the Common Area of any parking area designated for the exclusive use
of the Tenant.
8.03 NUISANCE. The Tenant will not do anything which may injure the Common
Area or be a nuisance to any other Tenants of Premises situate on the Lands.
8.04 USE OF COMMON AREA. Subject to this Lease and to such other reasonable
rules and regulations as the Landlord may make pertaining to the use of the
Common Area, the Tenant will have for itself and its licensees and invitees,
the non-exclusive right to use the Common Area (save and except only the roof
of the Building and parking areas designated by the Landlord for the use of
other tenants of the Building) in common with others entitled thereto for
their proper and intended purposes during normal business hours. The Tenant
acknowledges that the Common Area is subject to the exclusive control and
management of the Landlord and that the Landlord shall be entitled, from time
to time, to alter the Common Area and to make changes and additions thereto.
ARTICLE NINE
SURRENDER OF PREMISES AND REMOVAL OF FIXTURES
9.01 SURRENDER. Upon the expiration or earlier termination of this Lease
and the Term and any period of' overholding, the Tenant will surrender to the
Landlord possession of the Premises and fixtures thereon (subject to the
Article 9), all of which will become the property of the Landlord without any
claim by a compensation to the Tenant, all in good order, condition and
repair in accordance with the Tenant's obligation to repair and maintain, and
free and clear of all encumbrances and all claims of the Tenants or of any
person claiming by or through or under the Tenants, and all the rights of the
Tenant under this Lease will terminate (but the Tenant, notwithstanding such
termination, will remain and be liable to the Landlord for any loss, damage,
expenses or costs suffered or incurred by the Landlord by reason of any
default by the Tenant).
9.02 DOCUMENT OF SURRENDER. If this Lease and the Term are terminated for
any reason, the Tenant will deliver to the Landlord forthwith a document
surrendering this Lease in form acceptable for registration in the
appropriate Land Titles Office.
9.03 CONDITIONS OF PREMISES. Without restricting the generality of article
9.01, the Tenant, immediately before the expiration or earlier termination of
the lease will wash the floors, windows, doors, walls and woodwork of the
Premises and leave the Premises in broom clean condition.
9.04 REMOVAL OF FIXTURES. Provided that the Tenant is not in default
hereunder, the Tenant may, at the expiration of the term, remove from the
Premises all trade or Tenant's fixtures. If the Tenant damages the premises
during such removal the Tenant will make good such damage. In no event will
the Tenant remove from the Premises any building or any plumbing, heating,
air conditioning, electrical. or ventilating plan or equipment or other
building services; save and except that the Landlord will be entitled upon
the expiration or earlier termination of the Lease to require the Tenant to,
and Tenant shall, remove its installations, alterations, additions,
partitions and fixtures and anything in the nature of improvements made or
installed by the Tenant or by the Landlord on behalf of the Tenant to or in
the Premises, or any of the, and to make good any damage caused to the
Premises by such removal.
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ARTICLE TEN
LIABILITY AND INDEMNIFICATION
10.01 NON-LIABILITY OF LANDLORD. Except for the negligence of the Landlord,
the Tenant agrees that the Landlord will not be liable or responsible in any
way for the any personal injury that may be sustained by the Tenant or any
employee or customer of the Tenant, or of any other person who may be upon
the Premises or on the Common Area or side walks, parking areas, highways or
loading areas adjacent thereto, or for any loss of or damage or injury to,
property belonging to or in the possession of the Tenant or any employee or
customer of the Tenant or any other person, and without limiting the
generality of the foregoing, the Landlord will not be liable or responsible
in any way for any injury, loss or damage, to person or property caused by
smoke, steam, water, ice, rain, snow or fumes which may leak, issue or flow
into, through or from the Premises or from the water sprinkler, drainage or
smoke pipes or plumbing equipment therein or from any other place or quarter
or cause by a attributable to the condition or arrangement of any electrical
or other wiring or the air conditioning equipment, or, for any matter or
thing of whatsoever nature of kind arising from the Tenant's use and
occupation of the Premises or otherwise.
10.02 INDEMNIFICATION. The Tenant will indemnify and save harmless and
Landlord from the against any and all liabilities, damages, costs, expenses,
causes of action, actions, claims, suits and judgments which the Landlord may
incur or suffer or be put to by reason of or in connection with or arising
from:
(a) any breach, violation or non-performance by the Tenant of any
covenant, condition or agreement set forth in this Lease;
(b) any damage to property of the Tenant, any sub-tenant,
licensee, and all persons claiming through or under the
Tenant or any sub-tenant or licensee, or any of the, or
damage to any other property howsoever occasioned by the
condition by the condition , use, occupation or maintenance
of the premises;
(c) any injury to any person, including death resulting any time
therefrom occurring in or about the Premises and Lands;
(d) any wrongful act or neglect of the Tenant, its invitees and
licensees, in and about the Premises and Lands,
(e) any matters referred to in Article 11.01 hereof.
10.03 SURVIVAL OF INDEMNIFICATION. Such indemnification will survive any
termination of this Lease, anything in this Lease to the contrary
notwithstanding.
ARTICLE ELEVEN
INSURANCE
11.01 TENANT'S INSURANCE. The Tenant will purchase and keep in force throughout
the term:
(a) fire insurance with extended coverage endorsement (including
sprinkler leakage) covering all leasehold improvements made to or
installed in the Premises by or on behalf of the Tenant in an amount
equal to the full replacement value;
(b) fire insurance with extended coverage endorsement (including
sprinkler leakage) covering all the contents of the Premises whether
owned b the Tenant or for which the Tenant is responsible in an
amount at least equal to the actual cash value;
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(c) comprehensive general liability insurance (including without
limitation, tenant's fire, legal liability and contractual liability
to cover the responsibilities assumed under Article 10.02 hereof)
with a cross-liability clause and otherwise in amounts and on terms
acceptable to the Landlord.
11.02 POLICIES. The Tenant will effect all policies with insurers, and upon
terms and in amounts, satisfactory to the Landlord. The Tenant will furnish
to the landlord copies of all policies, or insurance certificates in lieu
thereof, and will provide written notice of the continuation of such policies
not less than ten (10) days prior to their respective expiry dates. The
Tenant will pay the premium for each policy. If the Tenant fails to purchase
or keep in force such insurance the Landlord may effect such insurance, the
cost thereof being recoverable from the Tenant forthwith on demand as
Additional Rent hereunder.
11.03 LANDLORD AS INSURED. The Tenant will cause each of its policies to
contain an undertaking by the insurer(s) to notify the Landlord at least
thirty (3) days prior to cancellation or any other change material to the
landlord's interests. The liability policy will include the Landlord as an
additional named insured with a cross-liability clause.
11.04 SUBROGATION. The Landlord and Tenant will each cause any insurance
policy obtained by it pursuant to this Lease to contain a waiver of
subrogation clause in favor of the Landlord or Tenant, as the case may be.
11.05 LANDLORD TO INSURE. The Landlord' throughout the Term will carry
insurance against fire and other perils as described in the definition of
Common Costs.
ARTICLE TWELVE
DAMAGE OR DESTRUCTION
12.01 DAMAGE TO PREMISES. If an whenever the Premises are destroyed or
damaged by fire or other casualty against which the Landlord is insured, so
as to be totally unfit for occupancy, rent will ▇▇▇▇▇ until the Premises are
repaired or rebuilt. If and whenever the Premises are damaged by fire or
other casualty against which the Landlord is insured and the damage is such
that the Premises can be partially used, then until such damage is repaired,
rent will ▇▇▇▇▇ by the same proportion as the area of the part of the
Premises rendered unfit for occupancy is of the whole of the Premises. The
Landlord, with reasonable diligence, will repair and restore the Premises
unless the Tenant is obliged to repair hereunder or unless this Lease is
terminated pursuant to Article 12.02 hereof.
12.02 TERMINATION. If the Premises are damaged or destroyed by any cause
whatsoever, and if, in the opinion of' the Landlord reasonably arrived at,
the Premises cannot be rebuilt or made fit for the purposes of Tenant within
ninety (90) days of the damage or destruction, the Landlord at its option may
terminate this Lease by giving to the Tenant, with thirty (3) days after such
damage or destruction, notice of termination, and thereupon Basic Rent and
Additional Rent will be apportioned and paid to the date of the damage or
destruction and the Tenant will immediately deliver up possession of the
Premises to the Landlord.
12.03 DAMAGE TO BUILDING. If the Building in which the Premises are situated
is damaged or destroyed by any cause whatsoever (irrespective of whether the
Premises are damaged or destroyed) and if, in the opinion of the Landlord
reasonably arrived at, the Building cannot be rebuilt or made fit the
purposes of the affected Tenants within on hundred and eighty (180) days of
the dame or destruction, the Landlord, at its option, may terminate this
Lease by giving to the Tenant, within thirty (30) days of such damage or
destruction, notice of termination requiring a vacant possession of the
Premises sixty (60) days after delivery of such notice and thereupon Basic
Rent and Additional Rent will be apportioned and paid to the date on which
vacant possession is required and Tenant will deliver up possession of the
Premises to the Landlord in accordance with such notice.
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ARTICLE THIRTEEN
QUIET ENJOYMENT
13.01 QUIET ENJOYMENT. If the Tenant duly and regularly pays the rent and
complies with its obligations under this Lease, the Tenant will be entitled
to (and shall and may) peaceably possess and enjoy the Premises during the
Term without any interruption or disturbance from the Landlord or any person
or persons claiming by, through or under the Landlord.
ARTICLE FOURTEEN
PERFORMANCE OF TENANTS COVENANTS, DEFAULT AND BANKRUPTCY
14.01 LANDLORD MAY PERFORM COVENANTS. If the Tenant, is in default of any of
its covenants and agreements herein, then the Landlord, without limiting any
other remedy which it may have, will have the right to remedy and such
default and for such purpose may at any time enter upon the Premises. No
entry for such purpose will be deemed to cause a forfeiture or termination of
this Lease. In order to cure such default, the Landlord may do such things as
are necessary to cure the default and such things as may be incidental
thereto, (including without limitation, the right to make repairs and to
expend monies). The Tenant will reimburse the Landlord forthwith upon demand
as Additional Rent hereunder the aggregate of all expenses incurred by the
Landlord in remedying any such default. The Landlord will be under no
obligation to remedy any default of the Tenant, and will not incur any
liability to the Tenant for any action or omission in the course of its
remedying or attempting to remedy any such default unless such act amounts to
intentional misconduct or gross negligence on the part of the landlord.
14.02 RIGHTS OF TERMINATION. If and whenever:
(a) the Premises become vacant or remain unoccupied for five (5) days or
more or are not used for the purpose herein permitted;
(b) any rent or Additional Rent remains unpaid after any of the days on which
the same ought to have been paid and following ten (10) days' notice of
non-payment by the Landlord to the Tenant;
(c) there is a breach of any of the Tenant's obligations hereunder (other than
as set out in the other clauses of this Article) which is not cured within
fifteen (15) days after delivery of notice by the Landlord to the Tenant
specifying such breach PROVIDED THAT if any default of the Tenant can only
be cured by the performance of work or the furnishing of materials,. and
if such work cannot reasonably be completed or such materials reasonably
obtained and utilized within said fifteen (15) days, such default will not
be deemed to continue if the Tenant proceeds promptly with such work as
may be necessary to cure the default and continued diligently to complete
such work;
(d) the Term or any goods and chattels on the Premises are at any time seized
or taken in execution or attachment;
(e) a receiver, guardian, trustee in bankruptcy or any other similar
officer is appointed to take charge of all or any substantial part
of the tenant's property by a court of competent jurisdiction;
(f) a petition is filed for the re-organization of the Tenant under any
provision of the Bankruptcy Act or any law of Canada or any province
thereof or of the jurisdiction in which the Tenant is incorporated
relating to bankruptcy or insolvency then in force;
(g) the Tenant becomes insolvent;
(h) the Tenant files a petition for such re-organization or for
arrangements under any provision of the Bankruptcy Act or any law of
Canada or any province thereof or of the jurisdiction in which the
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Tenant is incorporated relating to bankruptcy or insolvency then in
force and providing a plan for a debtor to settle, satisfy or to
extend the time for the payment of debts;
(i) if any application or petition or certificate or order is made or
granted for the winding up or dissolution of the Tenant, voluntarily or
otherwise;
the Tenant assigns, sub-lets or parts with possession of the Premises without
the Landlord's consent as required herein;
then in any of the said cases, (and withstanding any prior waiver of breach
of covenant) the Landlord, at its option may (and without prejudice to any
other right or remedy it may then have or be entitled to) cancel this Lease,
whereupon this Lease will terminate and the Term will expire and be ended and
then current month's rent and the next ensuring three months' Basic Rent and
all Additional Rent for the then current year (to be reckoned on the rate for
the next preceding year in case the rate for the then current year has not
been fixed) shall thereupon become immediately due and payable and the Term,
at the option of the Landlord, will be forfeited, and the Landlord may
immediately distrain for all such rent as well as any arrears then unpaid and
the Landlord lawfully may immediately or at any time thereafter and without
notice or any form of legal process re-enter upon the premises or any part
thereof in the name of the whole and re-possess the same, and expel the
Tenant and those claiming through or under it and remove its or their effects
(forcibly if necessary) without being deemed guilty of any manner of
trespass, and without prejudice to any remedies which might otherwise be used
for arrears of rent or preceding breach of covenant.
14.03 WAIVER WITH RESPECT TO RE-ENTRY. The Tenant waives any requirement that
notice of the Landlord's intention) to re-enter be served or that the
Landlord commence legal proceedings in order to re-enter.
14.04 WAIVER OF BENEFIT OF LEGISLATION AND SEIZURE. The Tenant irrevocably
waives and renounces the benefit of any present or future law taking away or
diminishing the Landlord's privilege on the property of the Tenant and right
of' distress and agrees with the Landlord, notwithstanding any such law, that
the Landlord may seize and sell all the Tenant's goods and property, whether
within the Premises or not and apply the proceeds of such sale upon rent and
all other amounts outstanding hereunder and upon the cost of the seizure and
sale in the same manner as might have been done if such law had not been
passed. The Tenant further agrees that if it leaves the Premises leaving any
Basic Rent or Additional Rent or other amounts to be paid hereunder unpaid,
the Landlord, in addition to any remedy otherwise provided at law or in
equity, may seize and sell the goods and chattels of the Tenant at any place
to which the Tenant or any other person may have removed them, in the same
manner as if such goods and chattels have remained on the Premises.
14.05 REMEDIES OF LANDLORD ARE CUMULATIVE. The remedies of the Landlord in
this Lease are cumulative and are in addition to any remedies of the Landlord
at law or in equity. No remedy will be deemed to be exclusive and the
Landlord may from time to time have recourse to one or more of all the
available remedies specified herein or at law or in equity.
ARTICLE FIFTEEN
IMPOSSIBILITY OF PERFORMANCE
15.01 NON-PERFORMANCE BY LANDLORD. Whenever the Landlord is unable to fulfill
any obligation hereunder in respect of the provision of any service, utility,
work or repairs by reason of being unable to obtain the materials, goods,
equipment, service utility or labour required to enable it to fulfill such
obligation or by reason of any law or regulation or by reason of any other
cause beyond its reasonable control, the Landlord will be entitled to extend
the time for fulfillment of such obligation by a time equal to the duration
of the delay or restriction. The Tenant will not be entitled to any
compensation for any inconvenience, nuisance or discomfort thereby
occasioned, or to cancel this Lease.
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ARTICLE SIXTEEN
REGULATIONS
16.01 REGULATION. The Tenant and its employees, agents, contractors,
licensees and invitees will be bound by all such reasonable regulations as
the Landlord may from time to time make of which written notice is given to
the Tenant. All such regulations will be deemed to be incorporated into and
form part of this Lease.
ARTICLE SEVENTEEN
OVERHOLDING
17.01 OVERHOLDING. If the Tenant remains in possession of the Premises after
the expiration of this Lease and without the execution and delivery of a new
lease, the Landlord may re-enter and take possession of the Premises and
remove the Tenant therefrom and the Landlord may use such force as it may
deem necessary for the purpose without being liable in respect thereof or for
any loss or damage occasioned thereby; PROVIDED THAT while the Tenant
remains in possession after the expiration of this Lease, the tenancy, tin
the absence of written agreement, will be from month to month only at a rent
per month equal to 1.25 times the Gross Rent and Additional Rent for
management payable in respect of the month immediately preceding expiration
of this Lease payable in advance on the 1st day of each month and shall be
subject to all terms of the lease, except that the tenancy will be from month
to month only and a tenancy from year to year will not be created by
implication of law.
ARTICLE EIGHTEEN
INSPECTION, SALE AND LEASE
18.01 SIGN. The Landlord may from time to time place upon the premises a
notice of reasonable dimensions and reasonably placed so as not to interfere
with the business of the Tenant stating that the Lands are for sale, and
during the last six months of the Term may similarly place a sign stating
that the Premises are to be let.
18.02 INSPECTION. The Landlord or its representatives may exhibit the
Premises at reasonable times to prospective tenants during the last six
months of the Term and may also exhibit the Premises at reasonable times for
the purposes of the Landlord's own financing and for prospective purchasers.
ARTICLE NINETEEN
MISCELLANEOUS
19.01 WAIVER. No waiver of any default will be binding unless acknowledge in
writing by the Landlord.
19.02 CONDONING. Any condoning, excusing or overlooking by the Landlord of
any default will not operate waiver of the Landlord's rights hereunder in
respect of any subsequent default.
19.03 SUBORDINATION. This Lease at the request of the Landlord will be
subject, subordinate and postponed to all mortgages (including any deed of
trust and mortgage securing bonds and all indentures supplemental thereto)
which may now or hereafter charge or affect the Premises and to all renewals,
modifications, consolidations, replacements and extensions of such mortgages,
to the intent that such mortgages and all renewals, modifications,
consolidations, replacements and extensions thereof will have priority over
this Lease notwithstanding the respective dates of execution or registration
thereof. The Tenant agrees to execute promptly and document in confirmation
of such subordination, postponement and priority which the Landlord may
request and if the Tenant does not so execute such document within ten(10)
days after demand in writing, the Tenant does hereby make, constitute and
irrevocably appoint the Landlord as his attorney-in-fact and in his name,
place and ▇▇▇▇▇ so to do.
19.04 ACKNOWLEDGMENT BY THE TENANT. The Tenant will execute promptly, when
requested by the Landlord, a certificate in favor of any prospective
mortgagee or purchaser of the Landlord certifying the status of this Lease,
any
13
modifications or breaches of this Lease, and the status of the rent account,
all with the intent that any such acknowledgment or certificate may be relied
upon by any party to whom it is directed.
19.05 SEVERABILITY. If any provision of this Lease is illegal or invalid or
unenforceable at law it will be deemed TO be severed from this Lease and the
remaining provisions will nevertheless continue to be in full force and
effect.
19.06 HEADINGS. All headings in this Lease are inserted for convenience of
reference only and will not affect the construction and interpretation of
this Lease.
19.07 REPRESENTATIONS AND ENTIRE AGREEMENT. The Tenant acknowledges and
agrees that the Landlord has made no representations, covenants, warranties,
guarantees, promises or agreements (verbal or otherwise) with the Tenant
other than those contained in this Lease; that no agreement collateral hereto
will be binding upon the Landlord unless made in writing and signed by the
Landlord; and, that this Lease constitutes the entire agreement between the
Landlord and Tenant.
19.08 NOTICES. Any notice, request or demand herein provided or permitted to
be given hereunder, shall be sufficiently given if personally served or
mailed by registered mail as follows:
(a) to the Landlord: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇..▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
(b) to the Tenant: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Any notice mailed as aforesaid shall for the purposes of this Lease be
presumed to have been given three (3) business days following the day on
which such notice is mailed as aforesaid. Any party may at any time given
notice in writing to the others of any change of address, and after the
giving of such notice the address therein specified will be deemed to be the
address of such party for the purpose of giving notices hereunder.
19.09 TIME OF ESSENCE. Time will be of the essence of this Lease.
19.10 SIGNING OF LEASES. The Landlord will not be deemed to have made an
offer to the Tenant by furnishing to the Tenant a copy of this
Lease with particulars inserted; and, notwithstanding that installments of
rent may be received by the Landlord when this lease is received by it for
signature to contractual or other rights will exist or be created between the
Landlord and Tenant until such time as all parties to this Lease have
executed the same.
19.11 RELATIONSHIP. Nothing herein contained will at any time create or be
construed as creating a joint venture, partnership or relationship between
the parties other than that of Landlord and Tenant.
19.12 GOVERNING LAW. This Lease will be construed and governed by the laws
of the Province of Alberta.
19.13 GENDER. Words in the singular will include the plural and words in the
plural will include the singular and words in the masculine gender will
include feminine and neuter genders where the context so requires.
19.14 COVENANTOR'S CLAUSE. In consideration of the grant of this Lease by
the landlord and, as a condition thereof, the Covenantor hereby covenants
with and guarantees to the Landlord the performance and observance of all of
the covenants and agreements of the Tenant to be performed or observed by the
Tenant hereunder, including the payment of Basic Rent and Additional Rent on
the days and at the times and in the manner specified in this Lease might or
could operate as a release of the Tenant of A of its obligations hereunder
shall not release or discharge the Covenantor from its covenants herein. In
the enforcement of its fights hereunder the Landlord may proceed against the
Covenantor as if the Covenantor was named Tenant hereunder. The Covenantor
hereby waives any rights to require the Landlord to proceed against the
Tenant or to proceed against or exhaust any security held from the Tenant or
to pursue any other remedy whatsoever which may be available to the Landlord
before proceeding against the Covenantor. No neglect or forbearance of the
Landlord in endeavoring to enforce observance of the Lease or obtain
indemnification as set forth
14
herein, no extension of time which may be given by the Landlord from time to
time to the Tenant and no other act or failure to act by the Landlord shall
release, discharge or in any way reduce the obligation of the Covenantor
under the covenants contained herein. In the event of termination of the
Lease other than by surrender accepted by the Landlord, or in the event of
disclaimer of the Lease pursuant to any stature, at the option of the
Landlord the Covenantor shall execute a new lease of the Premises demised by
the Lease between and Landlord as landlord and Covenantor as tenant for a
term equal in duration to the residue of the Term of the Lease remaining
unexpired at the date of such termination or such disclaimer. Such lease
shall contain the like Landlord's and Tenant's obligations respectively and
the like covenants, provision, conditions and agreement in all respects
(including the provision for re-entry) as are contained in the lease.
19.15 JOINT AND SEVERAL LIABILITY. If two or more individuals, corporations,
partnerships or other business associations, or any combination of two or
more thereof sign this Lease as Tenant, the liability of each such
individual, corporation, partnership or other business association to pay
rent and perform all other obligations under this Lease will be deemed to be
joint and several. If the Tenant named in this Lease is partnership of other
business association, the members of which by law are subject to personal
liability, the liability of each such member shall be deemed to be joint and
several.
19.16 SPECIAL CLAUSES.
A. OPTION TO RENEW. If the Tenant shall have promptly paid the rent
when due hereunder, and shall have observed and performed the Tenant's
covenants herein, and shall, after the 1st day of JUNE 2002, but on or before
the 1st day of JULY 2002, by writing to the landlord have given notice of its
desire to have the term of this Lease renewed, the Tenant shall have the term
of this Lease renewed for a period of FIVE(5) years upon the conditions
herein set forth, except the right to renew, and except as to the basic
annual rent during the renewal term which shall be mutually agreed upon by
the Landlord and the Tenant. In the event the Landlord and the Tenant fail to
agree on the rental to apply for the renewal term within thirty days of the
expiration of the initial term of this Lease, then either party may submit
the determination of the rental to a board of three arbitrators being
licensed real estate agents having a minimum of FIVE (5) years experience in
industrial leasing, one of which arbitrators shall be named by the Landlord,
one of which arbitrators shall be named by the Tenant, the third arbitrator
to be selected by the arbitrators named by the Landlord and the Tenant. The
three arbitrators shall determine the rental for the renewal term with
reference to the ten current rental rates for similar premises in the City of
AIRDRIE but the basic annual rent during the renewal term of the Lease, shall
not be less than that received during the primary term of this Lease, and the
decision of the three arbitrators or a majority of them shall be binding on
the Landlord and the Tenant. The provisions of the Alberta Arbitration Act
shall apply and the costs of arbitration shall be borne equally by the
Landlord and the Tenant. If either party shall neglect or refuse to name its
arbitrator within three (3) weeks from the submission to arbitration in
accordance with this clause, the arbitrator already named shall proceed and
his award fixing the basic annual rental for the renewal term shall be final.
A further 5 year term will be granted as above.
(LANDLORD)
KENSINGTON VILLAGE HOLDINGS LTD.
Per: /s/ Cec ▇▇▇▇▇
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CEC ▇▇▇▇▇ - President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ - Secretary/Treasurer
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(TENANT)
BUILDERS REALTY (CALGARY) LTD.
Per: /s/ Cec ▇▇▇▇▇
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CEC ▇▇▇▇▇ - President
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ - Secretary/Treasurer
16