889 WEST PENDER STREET
VANCOUVER, BC
LEASE AGREEMENT
BETWEEN
S & B OCTAGON PROPERTIES CANADA LTD.
("LANDLORD")
AND
QUOTESCANADA FINANCIAL NETWORK INC.
("TENANT")
COLLIERS MACAULAY NICOLLS INC.
("Agent")
15th Floor, 200 Granville Street
Vancouver, BC V6C 2R6
<PAGE>
TABLE OF CONTENTS
SECTION PAGE
ARTICLE 1 - DEMISE AND TERM 3
1.1 Demise and Term 3
1.2 Delay in Occupancy 3
1.3 Early Possession 3
ARTICLE 2 - RENTAL 3
2.1 Rental 3
2.2 Tenant's Portion 4
2.3 Payment of Rental 4
2.4 Reporting of Costs 4
2.5 Rental For Irregular Periods 5
2.6 Waiver of Offset 5
2.7 Rent Per Square Foot 5
2.8 Deposit Paid By Tenant 5
ARTICLE 3 - COMPLETION AND ACCEPTANCE OF LEASED PREMISES 5
3.1 Completion of Improvements 5
3.2 Acceptance of Leased Premises 5
ARTICLE 4 - LANDLORD'S COVENANTS 5
4.1 5
ARTICLE 5 - CONDUCT OF BUSINESS 6
5.1 6
ARTICLE 6 - REPAIRS 7
6.1 7
6.2 Landlord's Repairs 8
6.3 Damage or Destruction 8
ARTICLE 7 - ASSIGNMENT AND SUBLETTING 9
7.1 9
ARTICLE 8 - INSURANCE 9
8.1 10
8.2 Landlord to Insure 11
ARTICLE 9 - TENANT ALTERATIONS 11
9.1 Painting and Decorating 11
9.2 Landlord's Property 11
9.3 Prohibitions 11
9.4 No Liens 11
ARTICLE 10 - PUBLIC UTILITIES AND TAXES 11
10.1 Public Utilities Business Tax and Machinery Tax 12
10.2 Payment of Taxes 12
10.3 Allocation of Taxes 12
ARTICLE 11 - EXCLUSION OF LIABILITY AND INDEMNITY 12
11.1 12
11.2 Indemnification 13
ARTICLE 12 - LANDLORD'S RIGHTS AND REMEDIES 13
12.1 Default 13
12.2 Bankruptcy 13
12.3 Payment of Landlord's Expenses 13
12.4 Landlord's Right to Relet 13
12.5 Right of Landlord to Perform Tenant's Covenants 14
12.6 Interest on Arrears 14
12.7 Right of Landlord to Seize 14
12.8 Non-Waiver 15
12.9 Remedies Cumulative 15
ARTICLE 13 - MORTGAGES AND ASSIGNMENT BY LANDLORD 15
13.1 Sale or Financing of Building 15
13.2 Subordination 15
13.3 Certificate 15
13.4 Registration 15
13.5 Assignment By Landlord 15
ARTICLE 14 - OVERHOLDING TENANT 16
14.1 No Tacit Renewal 15
ARTICLE 15 - LEGAL RELATIONSHIP 15
15.1 No Partnership 16
15.2 Several Tenants 16
15.3 Successors, Etc. 16
ARTICLE 16 - NOTICE 16
16.1 Notice 16
ARTICLE 17 - GENERAL CONDITIONS 16
17.1 Garbage, Debris, Refuse 16
17.2 Compliance With Laws 16
17.3 Nuisance 17
17.4 Rules and Regulations 17
17.5 Delivery of Possession 17
17.6 Service Interruptions 17
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SECTION PAGE
ARTICLE 18 - MISCELLANEOUS PROVISIONS 17
18.1 No Offer 17
18.2 Management of Building 17
18.3 Showing Leased Premises 17
18.4 Option to Renew 18
18.5 Tenant Information Guideline 18
18.6 Time of Essence 18
18.7 Captions 18
18.8 Governing Law 18
18.9 Stratification 18
18.10 Entire Agreement 18
18.11 Area Certification 18
18.12 Improvements 18
18.13 Landlord's Work 18
18.14 Leasehold Improvements 19
ARTICLE 19 - DEFINITIONS 19
19.1 19
ARTICLE 20 - GUARANTEE 21
ARTICLE 21 - ADDITIONAL CLAUSES
21.1 Early Termination 21
21.2 Early Access 21
21.3 Surrender of Lease for Suite 701 21
SCHEDULE "A" - PLAN OF PREMISES 1
SCHEDULE "B" - DESCRIPTION OF LEASED PREMISES 1
SCHEDULE "C" - RULES AND REGULATIONS 1
SCHEDULE "D" - TENANT INFORMATION GUIDELINE 1
I. GENERAL 1
II. Base Building Construction 2
III. Tenant Drawing Requirements 3
IV. The Tenant Contractor(s) Requirements 4
V. Building Services Fee 6
VI. Landlord's Base Building and Finishes 7
VII. Tenant Construction Standards 11
VIII. Interior Design Guide 12
<PAGE>
THIS AGREEMENT dated the 9th day of November, 1999.
BETWEEN: S & B OCTAGON PROPERTIES CANADA LTD., a body corporate, duly
incorporated under the laws of the Province of British Columbia, having its
registered and records offices at Suite 308, 650 West 41st Avenue, in the City
of Vancouver, in the Province of British Columbia, V5Z 2M9
(hereinafter called the 'Landlord") OF THE FIRST PART
AND: QUOTESCANADA FINANCIAL NETWORK INC., DOING BUSINESS AS EARTHRAMP.COM, a
business having an office at #701 - 889 West Pender Street, in the City of
Vancouver, in the Province of British Columbia, V6B 1N2
(hereinafter called the "Tenant") OF THE SECOND PART
ARTICLE 1 - DEMISE AND TERM
1.1 DEMISE AND TERM
In consideration of the rents, covenants and agreements contained in this Lease
which rents, covenants and agreements are to be paid, observed and performed by
the Tenant, the Landlord does hereby demise and lease unto the Tenant the Leased
Premises, as described on Schedule "B" attached hereto, TO HAVE AND TO HOLD for
and during the Term of three (3) years commencing the 1st day of April, 2000
(the "Commencement Date"), and terminating the 31st day of March, 2003 unless
sooner terminated as hereinafter provided. The terms and conditions of the Offer
to lease dated the 10th day of December, 1999 between the Landlord and Tenant
shall not merge but shall form a part of this Lease, provided always that in the
event of a conflict between this Lease and the Offer to Lease, the latter shall
prevail.
1.2 DELAY IN OCCUPANCY
The Landlord shall not be liable for any loss, injury, damage or inconvenience
which the Tenant may sustain by reason of the failure of the Landlord to deliver
the Leased Premises ready for occupancy on the Commencement Date.
1.3 EARLY POSSESSION
The Tenant may, if it desires, but only with the Landlord's prior written
approval, begin to use and occupy the Leased Premises or portions thereof for
office purposes as such premises become ready for occupancy prior to the
Commencement Date, and the Tenant shall pay an occupation rent to the Landlord
for such use and occupancy. Such occupation rent shall be calculated on the
basis of the Annual Rental and all other charges payable by the Tenant under
this Lease, and shall be proportionate to the area of the Leased Premises
occupied. Possession shall be subject to the terms and conditions of this Lease,
except to the extent that such terms and conditions are inconsistent with this
clause.
ARTICLE 2 - RENTAL
2.1 RENTAL
The Tenant covenants and agrees to pay to the landlord, or as the Landlord may
in writing direct, in lawful money of Canada, on the days and at the times
hereinafter specified, rental and the applicable Federal Goods and Services Tax
(the "GST") thereon which shall be the aggregate of the sums specified in
clauses (a) through (c) below:
(a) Annual Rent
A rental per annum during each year of the Term beginning from April 1, 2000
payable in equal monthly installments on the first day of each month in advance,
all as set out in the table below:
Year of Term Per Sq.Ft. Annual Rent Monthly Installment
------------ ---------- ----------- -------------------
1-3 $11.00 $20,900.00 $1,741.66
(b) Additional Rental
TOGETHER WITH, in each year of the Term the Tenant's portion of the Building
Operating Cost and Municipal Tax Cost.
TOGETHER WITH the Tenant's proportionate share of Office Operating Costs and any
applicable Federal GST thereon.
TOGETHER WITH, in each year of the Term, the Tenant's proportionate share of any
Office Municipal Tax cost. Should the City of Vancouver render assessments
directly to the Tenant, any payment shall be made by the Tenant to the City
accordingly.
2.2 TENANT'S PORTION
The Tenant's portion of the Costs described in Article 2.1(b) shall be the sum
which is equal to the aggregate of the said costs multiplied by the fraction,
the numerator of which is the Area of the Leased Premises and the denominator of
which is the Gross office Leasable Area.
2.3 PAYMENT OF RENTAL
The items of rental provided for in this Article 2 shall be paid by the Tenant
as follows:
(a) Annual Rent
The first monthly installment of Annual Rent shall be paid by the Tenant on or
before the Commencement Date. Where the Commencement Date is the first day of a
calendar month such installment shall be in respect of such month. Where the
Commencement Date is not the first day of a calendar month, rental for the
period from the Commencement Date to the first day of the next ensuing calendar
month shall be pro rated on a per them basis and paid on the first day of such
month and the installment of Annual Rent paid upon the Commencement Date shall
be in respect of the Annual Rent for the first full calendar month of the Term;
thereafter in either case subsequent monthly installments shall be paid in
advance on the first day of each ensuing calendar month during the Term.
(b) Additional Rental Payments
The amount of Additional Rental which the Tenant is to pay shall be estimated by
the Landlord for such period as the Landlord may determine from time to time.
The Tenant agrees to pay to the Landlord such amount in monthly installments in
advance during each such period on the dates and at the times for payment of
Annual Rent provided for in this Lease; and an adjustment made, if necessary in
accordance with Article 2.4.
2.4 REPORTING OF COSTS
Within ninety (90) days after the end of each Lease Year, the Landlord shall
furnish to the Tenant a Statement of the actual Building Operating Cost and
Municipal Tax Cost during such Lease Year and the Tenant's portion there of
determined pursuant to this Article showing in reasonable detail the information
relevant and necessary to the exact calculation of these amounts. If the amount
payable by the Tenant as shown on such Statement is greater or less than the
aggregate of amounts paid on account of Additional Rental by the Tenant to the
Landlord for such lease Year pursuant to Article 2.3(b) the proper adjustment
shall be made within fourteen (14) days after delivery of the Statement. Any
payment made by the Landlord or made by the Tenant and accepted by the Landlord
in respect of any adjustment made hereunder, shall be without prejudice to the
right of the Landlord to claim a readjustment provided such claim is made within
twelve (12) months from the date of delivery of the Statement referred to in
this paragraph. If for any reason beyond the Landlord's control the landlord is
unable to deliver the Statement hereinbefore referred to within the said period
of ninety (90) days, the landlord shall take all reasonable steps as may be
necessary to deliver such Statement as soon thereafter as is reasonably possible
and the failure to provide such Statement within the said period shall not
entitle the Tenant to withhold any sum payable to the Landlord hereunder, or to
claim damages from the Landlord.
2.5 RENTAL FOR IRREGULAR PERIODS
All rental reserved herein, including, without limiting the generality of the
foregoing the Additional Rental shall be deemed to accrue from day to day, and
if for any reason it shall become necessary to calculate rental for irregular
periods of less than one (1) year an appropriate pro-rata adjustment shall be
made on a per them basis in order to compute rental for such irregular period.
2.6 WAIVER OF OFFSET
The Tenant hereby waives and renounces any and all existing and future claims,
offsets and compensation against any rental or other amounts due hereunder and
agrees to pay such rental and other amounts regardless of any claim, offset or
compensation which may be asserted by the Tenant or on its behalf.
2.7 RENT PER SQUARE FOOT
The Annual Rent as set out in sub-clause 2.1(a) is calculated by multiplying the
Rent per Square Foot by the estimated number of square feet in the Leased
Premises determined from the plan attached as Schedule "A". After construction,
the Area of the Leased Premises shall be certified pursuant to clause 18.11 and
the Annual Rent calculated accordingly, the amounts of Annual Rent and Monthly
Installment shown in sub-clause 2.1(a) shall be deemed to have been amended
accordingly, and an adjusting payment shall be made by the Landlord or the
Tenant as the case may be.
2.8 DEPOSIT PAID BY TENANT
The Tenant agrees that the Landlord, upon execution of this Lease, may retain
the sum of One Thousand Five Hundred Eighty-Three and 15/100 Dollars ($1,583.15)
remaining from the Tenant's deposit on Suite 701, to be applied as a portion of
the last months gross rents under this Lease.
ARTICLE 3 - COMPLETION AND
ACCEPTANCE OF LEASED PREMISES
3.1 COMPLETION OF IMPROVEMENTS
If applicable, the Landlord and Tenant each agree to complete in a diligent and
timely manner the improvements to the Leased Premises for which each is
responsible pursuant to the Offer to Lease made between them and dated December
10, 1999.
3.2 ACCEPTANCE OF LEASED PREMISES
The opening by the Tenant of its business in the Building shall constitute an
acknowledgment by the Tenant that the Leased Premises are in the condition
called for by this Lease and the Landlord has performed all of the Landlord's
work with respect thereto.
ARTICLE 4 - LANDLORD'S COVENANTS
4.1
The Landlord covenants with the Tenant:
(a) Quiet Enjoyment
That if the Tenant pays the rent hereby reserved and performs the covenants
herein on its part contained, it shall and may peaceably possess and enjoy the
Leased Premises for the Term hereby granted without any interruption or
disturbance from the Landlord or any other person or persons lawfully claiming
by, from or under the Landlord.
(b) Interior Climate Control
To provide to the Leased Premises during normal business hours by means of a
system for heating and cooling filtering and circulating air, processed air in
such quantities, at such temperatures as shall maintain in the Leased Premises
conditions of reasonable temperature and comfort in accordance with good
standards of interior climate control generally pertaining at the date of this
Lease applicable to normal occupancy of premises for office purposes, but the
Landlord shall have no responsibility for any inadequacy of performance of the
said system if this Leased Premises departs from the design criteria for such
system. If the use of the Leased Premises does not accord with the said design
criteria and changes in the system are feasible and desirable to accommodate
such use, the Landlord may, and at the written request of the Tenant shall, make
such changes and the entire expense of such changes will be reimbursed by the
Tenant to the Landlord.
(c) Elevators
Subject to the supervision of the Landlord and except when repairs are being
made thereto, to furnish for use by the Tenant and its employees and invitees in
common with other persons entitled thereto passenger elevator service to the
Leased Premises. The Landlord shall also furnish for the use of the Tenant in
common with others entitled thereto at reasonable intervals and at such hours as
the Landlord may select, elevator service to the Leased Premises for the
carriage of furniture, equipment, deliveries and supplies provided that if an
elevator operator is provided by the Landlord for this purpose, the Tenant shall
pay a reasonable rate for the use of the elevator.
(d) Entrances, Lobbies
To permit the Tenant and its employees and invitees to have the use in common
with others entitled thereto of the common entrances, lobbies, stairways,
elevators and corridors of the Building giving access to the Leased Premises
(subject to the Rules and Regulations referred to in clause 17.4 and such other
reasonable limitations as the Landlord may from time to time impose).
(e) Washrooms
To permit the Tenant and its employees and invitees, in common with others
entitled thereto to use the washrooms available to the Leased Premises of each
floor of the Building upon which any part of the Leased Premises is located.
(f) Janitor Service
To cause when reasonably necessary from time to time the floors and windows of
the Leased Premises to be swept and cleaned and the desks, tables and other
furniture of the Tenant to be dusted all in keeping with a first-class office
building but the Landlord shall not be responsible for any act or omission or
commission on the part of the person or persons employed to perform such work;
such work shall be done at the Landlord's direction without interference by the
Tenant, its servants or employees.
(g) Maintenance of Common Area
To cause the elevators, common entrances, lobbies, stairways, corridors,
washrooms and other parts of the Building from time to time provided for common
use and enjoyment to be swept, cleaned or otherwise maintained substantially in
keeping with a first-class office building.
ARTICLE 5 - CONDUCT OF BUSINESS
5.1
The Tenant covenants with the Landlord that:
(a) Use of Leased Premises
The Tenant will not use or occupy the Leased Premises or any part thereof for
any purpose other than the operation of an office for the conduct of the
Tenant's business. The Tenant shall not, at any time suffer, permit or allow
any person to occupy the Leased Premises as a residence and this Lease shall be
a lease for commercial purposes only.
(b) Signs and Directory
The Tenant will not erect or place, or suffer to be erected or placed, or
maintain any signs of any nature or kind whatsoever on the exterior walls of the
Building, on or visible from the exterior through the windows of the Leased
Premises, without first obtaining the Landlord's written approval and consent in
each instance. The Landlord shall establish a directory in the main lobby of
the Building and the Tenant may place its name in such directory at its expense
in a design, standard lettering, size and location acceptable to the Landlord.
The Landlord may specify standard lettering for signs on or outside the Leased
Premises.
(c) Control of Common Area
The Landlord will, at all times, have the right of control over the parts of the
Building provided for common use and enjoyment. Such control applies to signs
on the interior of and visible from the exterior of the Leased Premises, as well
as use made of entrances and lobbies, and the Landlord shall have the right to
close the Building to the public outside normal business hours.
(d) Floor Loading
The Tenant will not place a load on a floor which exceeds the load its floor was
designed to carry having regard to the loading of adjacent areas. The Landlord
reserves the right to prescribe the location of safes and heavy installations so
as to properly distribute the weight thereof.
(e) Lighting
For the better appearance of the Building, if the Landlord so requests the
Tenant shall maintain in an operating mode all of the lighting in those portions
of the Leased Premises within fifteen (15) feet of the exterior of the Building
during such hours as the Landlord may designate for the Tenant and other tenants
similarly situated in the Building.
ARTICLE 6 - REPAIRS
6.1
The Tenant covenants with the Landlord that:
(a) Tenant's Repairs
The Tenant shall at all times during the Term at its own cost and expense,
repair, maintain and keep the Leased Premises, all equipment, fixtures and
mechanical, electrical and plumbing systems within the Leased Premises or
elsewhere if such equipment, fixtures or system are provided exclusively for the
use or benefit of the Leased Premises and any improvements now or hereafter made
to the Leased Premises in good order and repair, as a careful owner would do,
reasonable wear and tear, and repairs for which the Landlord is responsible for
under Article 6.2 and damage by Insured Hazards only excepted, and the Tenant
covenants to perform such maintenance to effect such repairs and replacements
and to decorate at its own cost and expense as and when necessary or reasonably
required to do by the Landlord. The Tenant will not deposit any material in the
plumbing system and will maintain it free of obstruction to the trunk servicing
all office space.
(b) Plate Glass
That the Tenant shall promptly repair and make whole with materials of at least
equivalent quality all damaged glass, plate glass, doors and windows in the
Leased Premises.
(c) Landlord's Examinations of Leased Premises
The Landlord and any employee, servant or agent of the Landlord shall be
entitled, at any reasonable time during normal business hours and during any
emergency, from time to time, enter and examine the state of maintenance,
repair, decoration and order of the Leased Premises, all equipment and fixtures
within the Leased Premises and any improvements now or hereafter made to the
Leased Premises and the Landlord may give notice to the Tenant requiring that
the Tenant perform such maintenance or effect such repairs replacements or
decorations as may be found necessary from such examination.
(d) Repair at End of Term
At the determination of this Lease (unless the Term is terminated by the
Landlord pursuant to Article 6.3(b), the Tenant will deliver to the Landlord
vacant possession of the Leased Premises in condition in which the Tenant is
required to maintain the Leased Premises.
(e) Landlord's Right to Enter for Repair
The servants, agents and representatives of the Landlord shall have the right to
enter the Leased Premises at all times during business hours to make alterations
or repairs as they shall deem necessary for the safety or preservation or proper
administration or improvement of the Leased Premises, the Building or any
premises adjoining the Leased Premises.
6.2 LANDLORD'S REPAIRS
The Landlord covenants with the Tenant to repair, normal wear and tear only
excepted, the roof, foundations, sub-floors and outer walls of the Building and
the mechanical and electrical works included within the Building for use in
common by the tenants. The costs of all such work other than structural repairs
shall be part of Building Operating Costs.
6.3 DAMAGE OR DESTRUCTION
(a) Partial
In the event of damage to or destruction of the Building so that the Leased
premises are wholly or partially unfit for the business of the Tenant for any
period in excess of ten (10) days, the Leased shall not be rescinded or
terminated but the Annual Rental provided to be paid hereunder or a
proportionate part thereof shall be abated until the Building shall have been
rebuilt or the Leased Premises made fit for the business of the Tenant,
whichever is earlier. Such abatement shall be proportional to the area of the
Leased Premises reasonably decided by the Landlord to be unfit for the purposes
permitted hereunder for the Tenant.
(b) Total
In the event of destruction of the Building or damage to fifty percent (50%) or
more of the floor area of the Building, whether or not the Leased Premises are
damaged, the Lease may be terminated, at the option of the Landlord, by the
Landlord giving to the Tenant, within ninety (90) days after the occurrence of
such damage to or destruction of the Building notice in writing of the
termination of the Lease and thereupon rental and all other payments for which
the Tenant is liable under the Lease shall be apportioned and paid to the date
of termination (subject to any abatement under 6.3(a)) and the Tenant shall upon
receipt of such notice make the payment required and deliver up possession of
the Leased Premises to the Landlord as soon as reasonably possible but in any
event within forty-five (45) days; provided, however, that such termination
shall not affect the obligations of the Tenant, or any guarantor of the
obligations of the Tenant, to the Landlord arising from obligations of the
Tenant existing prior to the date such notice of termination is given.
(c) The Building, for the purposes of this Article 6.3 shall be deemed not
to include the improvements installed in the Leased Premises by the Tenant. The
certificate of the Landlord certifying that damage or destruction has occurred
to the extent set out in Article 6.3 shall be binding and conclusive on the
Tenant.
(d) Expropriation
In the event that at any time prior to or during the Term of the Lease the
Leased Premises are acquired or expropriated by any lawful expropriating
authority or authorities, then, in any of such events, at the option of the
Landlord, this Lease shall cease and terminate as of the date of title vesting
in such proceeding and the Tenant shall have no claim against the Landlord for
the value of any unexpired Term of this Lease or for damages or for any
unexpired portion of the Term of this Lease or for damages or for any reason
whatsoever. In the event that not all of the Leased Premises are taken, this
Lease shall continue in full force and effect. Both the Landlord and the Tenant
agree to cooperate one with the other in respect of any expropriation of all or
any part of the Leased Premises or the Building, so that each may receive the
maximum award in the case of any expropriation to which they are respectively
entitled in law. In the event and to the extent that any portion or portions of
the Building other than the Leased Premises shall be expropriated, then the full
proceeds accruing therefrom or awarded as a result thereof, shall enure to the
benefit of, and belong to the Landlord.
ARTICLE 7 - ASSIGNMENT AND SUBLETTING
7.1
The Tenant covenants with the Landlord that:
(a) Not to Assign
The rights of the Tenant under this Lease shall not be transferred, assigned or
sold and the Tenant shall not sublet the whole or any part of the Leased
Premises nor grant any concession or license within or with respect to the
Leased Premises to any party without in any case the prior written consent of
the Landlord. The Landlord may require as a condition of its consent that the
party to who rights are to be granted enter into a covenant with, and in form
satisfactory to, the Landlord, to perform, observe, keep and fulfill each of the
obligations of the Tenant hereunder. Notwithstanding any such consent being
given by the Landlord and such transfer, assignment, sale, subletting or grant
being effected, the original Tenant hereunder shall remain bound to the Landlord
for the fulfillment of all of its obligations hereunder. No consent by the
Landlord hereunder shall be construed to mean that the Landlord has consented or
will consent to any further transfer, assignment, sale, subletting or grant, and
the acceptance of rent from or the performance of any obligation hereunder by a
person other than the Tenant shall not be construed, in the absence of an
express consent of the Landlord, as an admission by the Landlord of any right,
title or interest of such person as a transferee, assignee, subtenant or
otherwise in the place of or from the Tenant. If the Landlord shall not
exercise its first right of refusal set out below consent hereunder shall not
unreasonably be withheld;
(b) Change in Control of Tenant
If the Tenant Is a private corporation and if by the sale or other disposition
of its shares or securities the control of the beneficial ownership of such
corporation is changed at any time after the execution of this Lease or during
the Term, such change shall be deemed to be an assignment of the Lease within
the meaning of this Article. If such control or beneficial ownership Is changed
without the prior written consent of the Landlord, the Landlord may, at its
option, cancel the Lease and the Term hereby granted upon the giving of sixty
(60) days notice to the Tenant of its intention to cancel and this Lease and the
Term shall thereupon be cancelled;
(c) First Right of Refusal
If the Tenant requests the Landlord's consent to an assignment of this Lease or
to a subleasing of the whole or any part of the Leased Premises, the Tenant
shall submit to the Landlord the name of the proposed assignee or subtenant, the
most recent financial statement of the proposed assignee or subtenant, the terms
and conditions of such assignment or subletting, and any further information as
to the nature of its business and its financial responsibility and standing as
the Landlord may reasonably require and shall offer to assign or sublease to the
Landlord on the same terms. Upon the receipt of such request and all of such
information from the Tenant, the Landlord shall have the right, exercisable in
writing within fifteen (15) days after such receipt, to accept such assignment
or sublease if the request is to assign this Lease or to sublet all of the
Leased Premises or, if the request is to sublet a portion of the Leased Premises
only, to accept such assignment or sublease with respect to such portion, in
each case as of the date set forth in the Landlord's notice of exercise of such
right, which shall be neither less than sixty (60) days nor more than one
hundred twenty (120) days following the service of such notice; and
(d) Surrender
If the Landlord shall exercise the right set forth in the previous paragraph,
the Tenant shall surrender possession of the entire Leased Premises or the
portion which is the subject of the right, as the case may be, on the date set
forth in such notice in accordance with the provisions of this Lease relating to
surrender of the Leased Premises at the expiration of the Term. If this Lease
shall be assigned or sublet as to a portion of the leased Premises only, the
Annual Rent and Additional Rent shall be abated proportionately.
ARTICLE 8 - INSURANCE
8.1
The Tenant covenants with the Landlord that:
(a) Tenant to Insure
The Tenant shall take out and keep in force from the time the Tenant begins
improvements to the Leased Premises or the Commencement Date, whichever first
occurs, and thereafter till the end of the Term:
(i) fire insurance with extended coverage endorsements and vandalism and
malicious damages endorsements, including water leakage, plus such additional
coverage as the Tenant may deem necessary; to cover the furniture, fixtures,
equipment, machinery, improvements and all other contents of the Leased
Premises, for amounts sufficient to replace these items; and
(ii) comprehensive general liability insurance in an amount not less than
$1,000,000.00 per occurrence inclusive limits;
and if the Landlord shall require the same from time to time then also:
(iii) Tenant's fire legal liability insurance in an amount not less than the
actual cash value of the Leased Premises; and
(iv) insurance or a maintenance contract upon all plate glass in or which
forms a boundary of the Leased Premises in an amount sufficient to replace all
such glass;
all in amounts which may be higher than the minimum amounts set out above, with
insurers and with policies satisfactory to the Landlord from time to time. Each
such policy shall include the Landlord as a named insured. The cost or premium
for each and every such policy shall be paid by the Tenant. The Tenant shall
obtain from the insurers under such policies undertakings to notify the Landlord
in writing at least thirty (30) days prior to any cancellation thereof. The
Tenant agrees that if the Tenant fails to take out or keep in force such
insurance the Landlord will have the right to do so and to pay the premium
therefor and in such event the Tenant shall repay to the Landlord the amount
paid as premium, which repayment shall be deemed to be Additional Rental payable
on the first day of the next month following the said payment by the Landlord.
The Tenant agrees to provide the Landlord with certificates of such insurance
policies as described herein and each renewal and replacement thereof and each
endorsement thereto.
PROVIDED THAT the Landlord shall not require the same from time to time, if such
insurance coverage under an insurance policy for the Building and such cost of
insurance is included in Building Operating Costs.
(b) Not to Affect Landlord's Insurance
The Tenant will not upon the Leased Premises do or permit to be done, or omit to
do anything which shall cause or have the effect of causing the rate of
insurance upon the Building or any part thereof to be increased above the rate
for the least hazardous use or occupancy legally permitted in the Leased
Premises and if the rate is so increased the Tenant shall pay to the Landlord as
Additional Rental the amount by which the insurance premiums shall be so
increased. The Tenant will not store or permit to be stored upon or in the
Leased Premises anything of a dangerous, inflammable or explosive nature nor
anything which would have the effect of increasing the Landlord's insurance
costs or of leading to the cancellation of such insurance. It is agreed that if
any insurance policy upon the Leased Premises shall be cancelled by the insurer
by reason of the use or occupation of the Leased Premises or any part thereof by
the Tenant or by any assignee, subtenant, concessionaire or licensee of the
Tenant, or by anyone permitted by the Tenant to be upon the Leased Premises, and
the Tenant shall not immediately correct such condition and cause the insurance
to be restored then the Landlord may at its option terminate this Lease by
notice in writing of such termination and thereupon rental 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 notice of termination of the Lease and the
Tenant shall immediately deliver up vacant possession of the Leased Premises to
the Landlord. The Landlord may at any time and at the expense of the Tenant
enter upon the Leased Premises and rectify the situation causing such
cancellation or rate increase whether notice of termination of this Lease has
given or not. The Tenant shall abide by the requirements of the Landlord's
insurance companies having policies governing the Building which are
communicated to the Tenant.
8.2 LANDLORD TO INSURE
The Landlord covenants and agrees with the Tenant that throughout the Term of
this Lease and any renewal, it will carry fire insurance with normal extended
coverage endorsements in respect of the Building and improvements (other than
tenants' improvements) forming part of the insurance, or such broader coverage
as the Landlord may from time to time deem necessary to carry for amounts, with
insurers and with policies which the Landlord in its discretion deems
appropriate or adequate.
ARTICLE 9 - TENANT ALTERATIONS
9.1 PAINTING AND DECORATING
The Tenant may at any time and from time to time at its expense, paint and
decorate the interior of the Leased Premises, install trade fixtures and
equipment, and make such changes, alterations, additions and improvements in and
to the Leased Premises, all as will in the judgment of the Tenant better the
Leased Premises for the purposes for which the same are permitted to be used
hereunder; provided, however, that no changes, alterations, additions or
improvements to the structure, any perimeter wall, the heating, ventilating,
air-conditioning, plumbing, electrical or mechanical equipment or the concrete
floor or the roof shall be made without the prior written consent of the
Landlord, and without the use of contractors or other qualified workmen to be
approved by the Landlord. All changes, alterations, additions and improvements,
whether structural or otherwise, shall comply with all applicable statutes,
regulations or by-laws of any municipal, provincial or other governmental
authority. The Tenant shall pay to the Landlord the Landlord's reasonable
engineering fees in reviewing such plans and the amount of the increase for any
action by the Tenant pursuant to this paragraph; and the Tenant covenants that
such insurance shall not thereby be made liable to avoidance or cancellation by
the insurer by reason of such changes, alterations, additions or improvements.
9.2 LANDLORD'S PROPERTY
The Tenant agrees that at the expiration or earlier termination of this Lease
all changes, alterations, additions and improvements made to or installed upon
or in the Leased premises whether made pursuant to this Article or otherwise and
which in any manner are attached in, to, on or under the floors, walls or
ceilings other than unattached movable trade fixtures shall remain upon and be
surrendered to the Landlord with the Leased Premises as a part thereof, without
disturbance, molestation or injury and shall be and become the absolute property
of the Landlord without any payment or indemnity by the Landlord or any third
party to the Tenant, unless the Landlord shall by notice in writing require the
Tenant to remove any change, alteration, addition or improvement, in which event
the Tenant covenants and agrees to remove such item and shall make good any
damage or injury caused to the Leased Premises or the Building resulting from
such installation or removal, reasonable wear and tear only excepted.
9.3 PROHIBITIONS
The Tenant shall not make any repairs, opening or additions to any part of the
exterior of the Leased Premises, nor place any attachments, decorations, signs
or displays in or upon any area outside the Lease Premises
9.4 NO LIENS
The Tenant covenants with the Landlord that it will not permit, do, or cause
anything to be done to the Leased Premises during the period of construction or
at any other time which would allow any lien, lis pendens, judgment or
certificate of any court or any mortgage, charge or encumbrances of any nature
whatsoever to be imposed or to remain upon the Leased Premises or the Building.
In the event of the registration of any lien or other encumbrance by a
contractor or subcontractor of the Tenant, the Tenant shall at its own expense
immediately cause the same to be discharged and if the Tenant shall not
immediately discharge the lien the Landlord may pay such lien and collect the
amount so paid as rent.
ARTICLE 10 - PUBLIC UTILITIES AND TAXES
10.1 PUBLIC UTILITIES BUSINESS TAX AND MACHINERY TAX
The Tenant covenants with the Landlord that the Tenant shall pay promptly for
its telephone, for all business taxes, license fees, and all other charges,
taxes, license fees and rates levied or assessed on or in respect of or in
relation to the business carried on by and/or the assets of the Tenant within
the Leased Premises (or elsewhere in the Building) by the Tenant including
Municipal Taxes on improvements made by the Tenant to the Leased Premises
whether such taxes, licenses, charges or rates are charged to the Landlord or to
the Tenant.
The Tenant shall pay throughout the Term promptly to the Landlord when demanded:
(a) the cost of electrical light and power supplied to the Leased Premises
monthly based on the electric light and power requirements of the Tenant on a
pro rata basis as determined from time to time during the Term and billed by the
Landlord;
(b) the cost of cleaning, maintaining and servicing in all respects all
electric lighting fixtures in the Leased Premises including the cost of
replacement of electric light bulbs, tubes, starters and ballasts used to
replace those installed at the commencement of the said Term. Such cleaning,
maintaining, servicing and replacement shall be within the exclusive right of
the Landlord.
10.2 PAYMENT OF TAXES
The Landlord covenants with the Tenant to pay all Municipal Taxes except hose
covenanted to be paid by the Tenant hereunder or by other tenants of the
Building.
10.3 ALLOCATION OF TAXES
If a separate allocation of Municipal Taxes is not issued by the relevant taxing
authority with respect to any Tenant improvements to the Leased Premises, the
Landlord or the Tenant may from time to time apply to the taxing authority for a
determination of the portion of Municipal Taxes attributable to such Tenant
improvement, which determination shall be conclusive for the purposes of this
Article. In the event that no such determination may be obtained from the
taxing authority, the Landlord shall establish the portion of the Municipal
Taxes attributable to such Tenant improvement using the then current established
principles of assessment used by the taxing authority, or such other method
which is fair, reasonable and equitable as determined by the Landlord.
ARTICLE 11 - EXCLUSION OF LIABILITY AND INDEMNITY
11.1
It is agreed between the Landlord and Tenant that notwithstanding any negligence
on the part of the Landlord or any person for whom the Landlord is responsible:
(a) Tenant's Property
Excepting gross negligence, the Landlord, its agents, servants and employees
shall not be liable for damage or injury to any property of the Tenant of the
Building, even if such property is entrusted to the care or control of the
Landlord or any person for whom the Landlord is responsible.
(b) Personal or Consequential Injury
Excepting gross negligence, the Landlord, its agents, servants and employees
shall not be liable nor responsible in any way for any personal or consequential
injury of any nature whatsoever, including death, that may be suffered or
sustained by the Tenant or any other person arising out of or in connection with
the Leased Premises or the operations of the Tenant of the Building, or for any
loss of or damage or injury to any property belonging to the Tenant or any other
person while such property is on the Leased Premises. In particular (but
without limiting the generality of the foregoing) the Landlord shall not be
liable for any damage or damages of any nature whatsoever to any such person or
property caused by the failure to supply adequate drainage or to remove snow or
ice, or by the interruption of any public utility or service or by steam, water,
rain or snow which may leak into, issue, or flow from any part of the Building,
but the Landlord after notice thereof shall use all reasonable diligence to
remedy such condition, failure or interruption of service when not directly or
indirectly attributable to the Tenant, when it is within its power and
obligation so to do. The Tenant shall not be entitled to any abatement of
rental in respect of any such condition, failure or interruption of service.
11.2 INDEMNIFICATION
The Tenant covenants with the Landlord to indemnify and save harmless the
Landlord against and from any and all claims, demands, causes of action,
actions, proceedings, losses, damages, expenses, costs and legal fees on a
solicitor and client basis which may arise out of or be in any way connected
with any errors or omissions, negligent conduct or willful misconduct of the
Tenant and any of its agents and servants.
ARTICLE 12 - LANDLORD'S RIGHTS AND REMEDIES
12.1 DEFAULT
If and whenever:
(a) the rent hereby reserved or any part thereof shall not be paid on the
day appointed for payment thereof, whether lawfully demanded or not;
(b) any of the covenants, agreements, provisos, conditions or rules and
regulations on the part of the Tenant to be kept, observed or performed are not
so kept, observed and performed;
(c) the Leased Premises shall be vacated or remain closed for business or
unoccupied for fifteen (15) days or more while capable of being occupied,
without the written consent of the Landlord;
(d) the Leased Premises shall be used by any person other than the Tenant,
the Tenant's permitted assigns or permitted sublessee, or for any other purpose
than that for which the Leased Premises were let;
(e) a receiver of the Tenant's goods and chattels or leasehold interest
hereunder shall be appointed;
then and in every such case, it shall be lawful for the Landlord at any time
thereafter with or without process of law and by forcible entry if necessary, to
levy distress against the goods and chattels of the Tenant, and to enter into
and upon the Leased Premises or any part thereof in the name of the whole and to
terminate this Lease, anything in this Lease contained to the contrary
notwithstanding, provided that the Landlord shall give three (3) working days
notice of default in writing to the Tenant.
12.2 BANKRUPTCY
If the Term or 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 if a
receiver of the Tenant's leasehold interest hereunder is appointed; or if the
Tenant shall make any assignment for the benefit of 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
termination 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 Annual Rent and the Landlord's reasonable
estimate of three (3) months Additional Rent shall immediately become due and be
paid and the Landlord may immediately claim the same together with any arrears
then unpaid and any other amount owing to the Landlord by the Tenant, and the
Landlord may without notice or any form of legal process forthwith re-enter upon
and take possession of the Leased Premises and remove the Tenant's effects
therefrom, any statute or law to the contrary notwithstanding.
12.3 PAYMENT OF LANDLORD'S EXPENSES
If at any time the Landlord brings an action for recovery of possession of the
Leased Premises, for the recovery of rental or any other amount due under the
provisions of this Lease, or because of a breach by act or omission of any other
covenant herein contained on the part of the Tenant, and the Landlord succeeds,
the Tenant shall pay to the Landlord all expenses incurred therefor, including
without limitation, solicitor and client costs in connection therewith.
12.4 LANDLORD'S RIGHT TO RELET
If the Landlord becomes entitled to re-enter the Leased Premises the Landlord
shall have the right, if it thinks fit, to enter the same, as the agent of the
Tenant either by force or otherwise without being liable for any prosecution
therefor, and to relet the Leased Premises or any part or parts thereof as the
agent and at the risk of the Tenant and to receive the rent therefor. Such rent
shall be allocated first to the Landlord's costs of so entering and reletting,
then to interest on sums due by the Tenant to the Landlord hereunder and unpaid,
and then to the payment of such unpaid sums. The balance of such rent, if any,
may be held by the Landlord as security for the fulfillment of the Tenant's
obligations hereunder.
12.5 RIGHT OF LANDLORD TO PERFORM TENANT'S COVENANTS
It is hereby expressly understood and agreed that if at any time and so often as
the same shall happen, the Tenant shall make default in the observance or
performance of any of the Tenant's covenants herein contained, then the Landlord
may, but shall not be obligated so to do, without waiving or releasing the
Tenant from its obligations under the terms of this Lease, itself observe and
perform the covenant or covenants in respect of which the Tenant has made
default, and in that connection may pay such monies as may be required or as the
Landlord may reasonably deem expedient, and the Landlord may thereupon charge
all monies so paid out and expended by it to the Tenant together with interest
thereon from the date upon which the Landlord shall have paid out the same at a
rate equal to three percent (3%) per annum above the prevailing prime rate being
charged by the Landlord's principal bank at the time the Landlord shall have
paid out the same, and the Tenant covenants to repay any such monies paid out by
the Landlord as aforesaid, together with interest thereon forthwith on demand as
additional rent, and the Tenant hereby covenants and agrees with the Landlord
that the Landlord shall have the same rights and remedies and may take the same
steps for the recovery of monies so paid out by the Landlord, together with
interest as aforesaid as the Landlord could have or might have taken for
recovery of rent In arrears.
12.6 INTEREST ON ARREARS
The Tenant shall pay to the Landlord interest at a rate equal to three percent
(3%) per annum above the prevailing prime rate being charged by the Landlord's
principal bank on all payments of rent and other sums required to be paid to the
Landlord under the provisions of this Lease from the date such money becomes
payable hereunder until the Landlord is fully paid therefor.
12.7 RIGHT OF LANDLORD TO SEIZE
The Tenant waives and renounces the benefit of any present or future law taking
away or limiting the Landlord's rights against the property of the Tenant and
notwithstanding any such law, the Landlord may seize and sell all the Tenant's
goods and property, whether within the Leased Premises or not and apply the
proceeds of such sale upon rental and all other amounts outstanding hereunder
and upon the costs 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 Leased Premises leaving any rental or other amounts provided to be
paid under this Lease unpaid, the Landlord, in addition to any remedy otherwise
provided by law, 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 had remained upon the Leased Premises.
12.8 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, condition or rule and regulation herein contained shall operate as a
waiver of the Landlord's 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 rights 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.
The acceptance by the Landlord of a part payment of any sum required to be paid
hereunder shall not constitute a waiver or release of its right to payment in
full of such sum.
12.9 REMEDIES CUMULATIVE
All rights and remedies of the Landlord in this Lease contained, or conferred by
statute or common law, shall be cumulative and not alternative.
ARTICLE 13 - MORTGAGES AND ASSIGNMENT BY LANDLORD
13.1 SALE OR FINANCING OF BUILDING
The rights of the Landlord under this Lease may be mortgaged, charged,
transferred or assigned to a purchaser or to a mortgagee, or trustee for
bondholders and in the event of a sale or of default by the Landlord under any
mortgage, trust deed or trust indenture and the purchaser, mortgagee or trustee,
as the case may be, duly entering into possession of the Building or the Leased
Premises, the Tenant agrees to attorn to and become the Tenant of such
purchaser, mortgagee or trustee under the terms of this Lease.
13.2 SUBORDINATION
This Lease is subject and subordinate to all mortgages, trust deeds or trust
indentures granted by the Landlord which may not or at any time hereafter
affect in whole or in part the Leased Premises or the Building and whether or
not any such mortgage, trust deed or trust indenture shall affect only the
Leased Premises of the Building or shall be a blanket mortgage, trust deed or
trust indenture affecting other premises as well. This Lease shall also be
subject and subordinate to all renewals, modifications, consolidations,
replacements and extensions of each such mortgage, trust deed or trust
indenture. In confirmation of such subordination and agreement to attorn, the
Tenant shall execute promptly upon request by the Landlord any certificate,
instruments of postponement or attornment or other instruments which may from
time to time be requested to give effect thereto; provided that the person in
favour of which such postponement or attornment has been made shall recognize
this Lease and the rights of the Tenant hereunder so long as the Tenant shall
not be in default of its obligations in this Lease.
13.3 CERTIFICATE
Within ten (10) days after request therefor by the Landlord, the Tenant
covenants and agrees with the Landlord to deliver in written from, a certificate
to any proposed mortgagee (including a trustee under a trust deed) or purchaser,
or to the Landlord, certifying as to the then status of this Lease, including as
to whether it is in full force and effect, is modified or unmodified, confirming
the rental payable and the state of accounts between the Landlord and Tenant,
the existence or non-existence of defaults, and any other matters pertaining to
this Lease as to which the Landlord shall request a certificate.
13.4 REGISTRATION
The Tenant covenants and agrees with the Landlord not to register this Lease or
any offer to lease.
13.5 ASSIGNMENT 13Y LANDLORD
In the event of the sale or lease by the Landlord of the Building or a portion
thereof containing the Leased Premises or the assignment by the Landlord of this
Lease or any interest of the Landlord hereunder, and to the extent that such
purchaser, lessee under such lease or assignee has assumed the covenants and
obligations of the Landlord hereunder, the Landlord shall, without further
written agreement, be freed and relieved of liability upon such covenants and
obligations.
ARTICLE 14 - OVERHOLDING TENANT
14.1 NO TACIT RENEWAL
In the event the Tenant remains in possession of the Leased Premises after the
end of the Term and without the execution and delivery of a new lease, there
shall be no tacit renewal of this Lease or the Term hereby granted and the
Tenant shall be deemed to be occupying the Leased Premises as a Tenant from
month to month, at a monthly rent payable in advance on the first day of each
month equal to the sum of:
(a) 12.5% of the portion of Annual Rent payable during the last month of the
Term;
(b) a proportionate part of the Additional Rent;
and otherwise upon the terms, conditions and provisos as are set forth in this
Lease insofar as the same are applicable to a month to month tenancy.
ARTICLE 15 - LEGAL RELATIONSHIP
15.1 NO PARTNERSHIP
It is understood and agreed that nothing contained in the Lease nor in any acts
of the parties hereto shall be deemed to create any relationship between the
parties hereto other than the relationship of landlord and tenant.
15.2 SEVERAL TENANTS
Should the Tenant comprise two or more persons each of them and not one for the
other or others, shall be jointly and severally bound with the other or others,
for the due performance of the obligations of the Tenant hereunder. Where
required by the context hereof the singular shall include the plural and the
masculine gender shall include either the feminine or neuter genders, as the
case may be, and vice-versa.
15.3 SUCCESSORS, ETC.
Subject to the provisions of the Lease respecting assignment by the Tenant, this
indenture shall enure to the benefit of and be binding upon the Landlord, its
successors and assigns and the heirs, executors, administrators and other
personal legal representatives, successors and assigns of the Tenant.
ARTICLE 16 - NOTICE
16.1 NOTICE
Any notice, demand, request, consent or objection required or contemplated to be
given or made by any provision of this Lease shall be given or made in writing
and may be delivered personally or sent by registered mail posted in Canada,
postage prepaid, addressed to the Landlord at:
c/o Colliers Macaulay Nicolls Inc.
15th Floor, Granville Square
200 Granville Street
Vancouver, BC V6C 3B2
or addressed to the Tenant at:
Quotescanada Financial Network Inc.
#701-889 W. Pender St.
Vancouver, B.C. V6B 1N2
or to such other address of which either party may from time to time notify the
other in writing. At the option of the Landlord any notice may be delivered to
the Tenant at the Leased Premises. The time of giving or making such notice,
demand, request, consent or objection shall be if delivered, when delivered, and
if mailed in any city in British Columbia as aforesaid, then on the second
business day after the day of mailing thereof (exclusive of Saturdays, Sundays
and statutory holidays and on any day on which mail is not regularly picked up,
transmitted or otherwise dealt within the locality in which the notice is posted
or is not regularly dealt with or delivered in the locality to which it is
addressed or is not regularly transported between such localities). If in this
Lease two or more persons are named as Tenant such notice, demand, request,
consent or objection shall be sufficiently given or made if and when the same
shall be given to any one of such persons. All payments required to be made by
this Lease shall be addressed as provided for in this Article unless otherwise
directed by the Landlord.
ARTICLE 17 - GENERAL CONDITIONS
17.1 GARBAGE, DEBRIS, REFUSE
No debris, garbage, trash or refuse shall be placed or left, or be permitted to
be placed or left in, or upon any part of the Building outside of the Leased
Premises.
17.2 COMPLIANCE WITH LAWS
At the sole cost and expense of the Tenant, the Tenant shall abide by and comply
with all applicable laws, by-laws and regulations of competent governmental
authorities and the Leased premises shall be kept by the Tenant in a clean and
sanitary condition in accordance with the laws of the municipality in which the
Building is located and in accordance with all directions, rules and regulations
of the health officer, fire marshal, building inspector or other proper officers
of that municipality, other agencies and governments having jurisdiction and the
insurer of the Landlord; in the event that the Tenant fails to comply with the
foregoing provisions the Landlord may rectify the situation and collect the
expense for such work from the Tenant in the same manner as arrears of rent.
17.3 NUISANCE
The Tenant shall not use or permit any part of the Leased Premises to be used in
such manner as to cause a nuisance nor to cause or permit annoying noises or
vibrations or offensive odours.
17.4 RULES AND REGULATIONS
The Tenant covenants that it will abide by any and all reasonable rules and
regulations which may from time to time be established by the Landlord for the
Building. The Landlord shall communicate such rules and regulations to the
Tenant in writing and after such communication such rules and regulations shall
be deemed to be an integral part of the Lease. The rules and regulations set
forth in Schedule "C" annexed hereto shall be the rules and regulations in force
until amended by the Landlord and notice thereof is given to the Tenant in
writing.
17.5 DELIVERY OF POSSESSION
If this Lease is terminated prior to the end of the Term then the rental 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 termination, and the Tenant
shall immediately deliver up vacant possession of the Leased Premises to the
Landlord.
17.6 SERVICE INTERRUPTIONS
The Landlord does not warrant that any service or facility provided by the
Landlord hereunder will be free from interruptions caused or required by
maintenance, repairs, renewals, modifications, strikes, riots, insurrections,
labour controversies, force majeure, Acts of God or other cause or causes beyond
the Landlord's care or control. No such interruption shall be deemed an eviction
nor disturbance of the Tenant's enjoyment of the Leased Premises or any other
part of the Building nor render the parties from their obligations under this
Lease, provided that the Landlord shall without delay take all reasonable and
practical steps within its power to remove the cause of such interruptions. The
Tenant shall not connect electrical equipment for heating, ventilating or
conditioning constitution a load greater than one watt per square foot without
the consent of the Landlord.
ARTICLE 18 - MISCELLANEOUS PROVISIONS
18.1 NO OFFER
Notwithstanding that the Tenant is permitted to go upon the Leased Premises,
that this Lease may be presented to the Tenant otherwise than fully executed, or
that an installment of Annual Rent may be received by the Landlord, no option,
reservation or other right shall be created for the benefit of the Tenant until
such time as the Landlord shall have delivered to the Tenant either its written
acceptance of the Tenant's offer to lease or a fully executed copy of this
Lease.
18.2 MANAGEMENT OF BUILDING
The Tenant acknowledges to the Landlord that the Building may be managed by such
party as the Landlord may in writing designate and to all intents and purposes
the manager of the Building shall be the party at the Building authorized to
deal with the Tenant on behalf of the Landlord, though no such dealing shall
modify or affect the terms of this Lease unless such dealing is confirmed in
writing by the Landlord and the Tenant.
18.3 SHOWING LEASED PREMISES
The Landlord may at any time within six (6) months before the end of the Term
enter the Leased Premises and bring others at all reasonable hours for the
purposes of offering the same for rent and the Landlord may place upon the
Leased Premises or elsewhere in or on the Building a notice that the Leased
Premises are available for lease.
18.4 OPTION TO RENEW
Intentionally deleted.
18. 5 TENANT INFORMATION GUIDELINE
The Tenant acknowledges having received from the Landlord a copy of the Tenant
Information Guideline, a copy of which is attached hereto and marked Schedule
"D" to this agreement and covenants with the Landlord to abide by the Tenant
Information Guideline or any amendments which may be made thereto from time to
time.
18.6 TIME OF ESSENCE
Time shall be of the essence of this Lease.
18. 7 CAPTIONS
The captions appearing in the margin of this Lease and the descriptions of
articles have been inserted as a matter of convenience and for reference only
and in no way define, limit or enlarge the scope of meaning of this Lease or any
provisions hereof.
18.8 GOVERNING LAW
This Lease shall be construed and governed by the laws of the Province of
British Columbia. Should any provision or provisions of the Lease and/or its
conditions be illegal or not enforceable it or they shall be considered separate
and severable from the Lease and its remaining provisions and conditions shall
remain in force and be binding upon the parties hereto as though the said
provision or provisions or conditions had never been included.
18.9 STRATIFICATION
The Tenant consents and agrees to the proposed stratification of the Building in
which the Leased Premises are situate and covenants with the Landlord to execute
all necessary waivers, consents or documents as may be required by the Landlord
in order to achieve complete stratification aforesaid under the Condominium Act,
Land Title Act and all other relevant statutes governing the process of
stratification, including those regulations and policies as may be required by
the Office of the Superintendent of Insurance, Brokers and Real Estate, Ministry
of Corporate Affairs, Province of British Columbia, The Tenant further covenants
to execute a consent to stratification of the Building in which the Leased
Premises are situate if and when required by the City of Vancouver.
18.10 ENTIRE AGREEMENT
The Tenant acknowledges that there are no representations made by the Landlord
which are not set out in the Lease and the Offer to Lease. The Tenant further
acknowledges that the Lease and the Offer to Lease constitute the entire
agreement between the Landlord and the Tenant and may not be modified except as
herein explicitly provided or except by subsequent agreement n writing duly
signed by the Landlord and the Tenant.
18.11 AREA CERTIFICATION
The size of the Area of the Leased Premises and the Gross Leasable Area shall be
that area certified by the architect or surveyor for the Building determined by
the Landlord from time to time.
18.12 IMPROVEMENTS
Where, after substantial completion of the Building, the Landlord is required by
law or a competent authority to make improvements to the Leased Premises, then
in each Lease Year of the Term after completion of such improvements (but not
after the cost thereof has been repaid to the Landlord), the Tenant shall pay
ten percent (10%) of the cost of the Landlord of making such improvements, and
if the Landlord is required to make similar improvements to other premises of
the Building at the same time, the cost of so doing shall be reasonably
apportioned by the Landlord to each of the premises so improved.
18.13 LANDLORD'S WORK
The Landlord shall provide at its expense to base building standard:
(a) Ensure all T-bar ceiling tiles are in good repair.
(b) Ensure all exterior window coverings are in good repair.
(c) Replace or clean all damaged or dirty light fixtures.
(d) Steam clean carpets.
18.14 LEASEHOLD IMPROVEMENTS
The Leased Premises are leased on an "as is" basis. Any alterations the Tenant
wishes to carry out shall comply with the terms of the Lease and the Tenant
shall obtain any applicable approvals of the local Municipal Authority and of
the Landlord's architects, mechanical, electrical, and structural consultants,
at the Tenant's cost.
ARTICLE 19 - DEFINITIONS
19.1
In this Lease (including this Article) unless there is something in the subject
matter or in the context inconsistent therewith, the parties hereto agree that:
(a) "Additional Rent" means the rental payable by the Tenant pursuant to
clauses 2.1(b), (c), (d) and 18.12.
(b) "Annual Rent" means the annual rental payable by the Tenant pursuant to
clause 2.1(a).
(c) "Area of the Leased Premises" means the area (expressed in square feet)
of the Leased Premises calculated as follows:
(i) in the case of a multi-tenant floor, the Net Rentable Area plus an
amount equal to the product of the fraction having as its numerator the Net
Rentable Area of the Leased Premises on the floor and as its denominator the sum
of the Net Rentable Areas of such floor, multiplied by the total area of the
Service Area of such floor;
(ii) in the case of a single-tenant floor, measured from the inside finish
of permanent outer walls or the glass line if at least fifty percent (50%) of
the outer Building wall is glass, and including all space inside such walls less
stairs, shafts, flues, and vertical ducts within their enclosing walls, without
deduction for columns and projections necessary to the Building, and in
additional one hundred percent (100%) of the area of all balconies on such
floor.
(d) "Building" means the Property and all buildings, improvements and
facilities located thereon from time to time.
(e) "Building Operating Cost" means:
(i) the total of all reasonable expenses in the complete operation and
maintenance of the Building and the Property and shall include, without limiting
the generality of the foregoing, the cost of providing cleaning, garbage
removal, janitor, supervisory and maintenance services, the cost of operating
elevators and escalators, the cost of the heating cooling and ventilating all
space, the cost of hot and cold water, electricity, telephone and other
utilities and services, to all space, the cost of all repairs and replacements
to the Building or services including elevators, cost of window cleaning, cost
of security and supervision, cost of all insurance for loss of income, liability
or fire or other casualty, accounting costs incurred in connection with
maintenance and operating including computations required for the imposition of
charges to tenants and audit charges for the reporting of charges hereunder, the
reasonable rental value of office space (not larger than 250 square feet in
area) utilized by the Landlord in connection with the operation and maintenance
of the Building, the amount of all salaries, wages and fringe benefits paid to
employees engaged in the operation and maintenance of the Building, amounts paid
to independent contractors for any services in connection with such operation
and maintenance, the cost of direct supervision and of management and other
expenses to the extent allocable to the operation and maintenance of the
Building, the cost of any management fees and managing agents' fees and all
other expenses of every nature incurred in connection with the operation and
maintenance of the Building;
(ii) but shall not include Municipal Tax Cost, debt service, depreciation,
expenses properly chargeable to capital account, and fees in connection with
leasing and rental advertising;
(iii) and there shall be allowed as a deduction the proceeds of insurance
relating to Insured Hazards actually recovered by the Landlord, and the amount
of any charges for services and utilities actually received by the Landlord
where such charges are recovered from tenants.
(f) "Current Office Municipal Tax Cost" means Office Municipal Tax Cost for
any Lease Year.
(g) "Current Office Operating Cost" means Office Operating Cost for any
Lease Year.
(h) "Gross Office Leasable Area" means the aggregate floor area (expressed
in square feet) which may be rented for office purposes whether rented or not
calculated as if the office area were fully rented and each floor had a single
tenant in the manner set out in the definition of Area of the Leased Premises.
(i) "Insured Hazards" means fire and such other perils which are covered by
insurance policies taken out by or on behalf of the Landlord in connection with
the Building and which policies are in force at the time of any incident in
relation thereto.
(j) "Lease" means this indenture and all schedules attached hereto, and the
rules and regulations made from time to time by the Landlord under the
provisions of Article 17.4.
(k) "Lease Year" means a twelve (12) month period commencing with the first
day of January in one calendar year and ending on the last day of December in
that calendar year, providing that the first Lease Year shall commence on the
Commencement Date of the Term and end on the last day of December next following
and the last Lease Year shall end on the last day of the Term or a renewal term,
if any, of this Lease and commence on the first day of January preceding that
date. The Landlord may change the beginning and ending dates of the Lease Year
from time to time and create Lease Years containing less than twelve (12)
calendar months, costs shall be pro-rated as determined by the Landlord, to make
any calculation required hereunder.
(l) "Leased Premises" means that portion of the Building, which portion is
shown outlined in red on the plan annexed hereto as Schedule "A".
(m) "Municipal Tax Cost" means the total, without duplication, of sums paid
by the Landlord in respect of Municipal Taxes, and where the Lease Year is not
coterminous with the period for calculation of Municipal Taxes, Municipal Taxes
shall be allocated to Municipal Tax Cost on a monthly basis.
(n) "Municipal Taxes" means the aggregate of all taxes, local improvements
or similar rates, duties, assessments and charges, municipal realty taxes, water
taxes, school taxes, or any other taxes, rates, duties, assessments, both
general and special, levied or imposed by any level of government whether
municipal, provincial or federal upon or in respect of the Building.
(o) "Net Rentable Area" means in the case of a floor with more than one
tenant, the area expressed in square feet measured from the inside finish of
permanent outer walls or the glass line if at least fifty percent (50%) of the
outer Building wall is glass, to the office side of corridors or other permanent
partitions, and to the centre of partitions that separate the Leased Premises
from adjoining rentable areas, without deduction for columns and projections
necessary to the Building, and, in addition, one hundred percent (100%) of the
area of all balconies adjoining the Leased Premises, if any.
(p) "Normal Business Hours" means the hours from 8:00 a.m. to 6:00 p.m.
Monday to Friday and the hours from 8:00 a.m. to 1:00 p.m. Saturdays, holidays
excepted.
(q) "Office Operating Cost" means utilities and other expenses attributable
to the operation and use of leased premises that are not included under
Operation Building Cost. If such utilities and other expenses were attributable
to a group of tenants in the Building the Landlord shall determine the
proportion for each tenant on a reasonable and consistent basis in accordance
with sound accounting principles.
(r) "Office Municipal Tax Cost" means that part of Municipal Tax Cost
attributable to the Leased premises but without limiting the generality of the
foregoing, any business tax, machinery tax and such other taxes as may be levied
and assessed by the City of Vancouver, provided that the same are not included
or payable under Municipal Taxes. In the event that the foregoing Municipal Tax
Cost is attributable to a number of tenants in the Building, the Landlord shall
pro-rate the same to each tenant on a reasonable and consistent basis in
accordance with sound accounting principles.
(s) "Property" means the lands in the Province of British Columbia, more
particularly described in Schedule "B" annexed hereto.
(t) "Structural" means pertaining only to foundation, beams and columns (but
not including exterior cladding of brick, concrete or any other material) and
roof structure (but not including any roofing or roof membrane).
(u) "Service Area" means the area of corridors, elevator lobbies, washrooms,
air-cooling rooms, janitor's closets, telephone and electrical closets, and
other areas serving the Leased Premises.
(v) "Taxing Authority" means any duly constituted government authority
whether federal, provincial, municipal or otherwise legally empowered to impose
taxes, rates, assessments or charges on, upon or in respect of the Building.
(w) "Term" means the term of this Lease set forth in clause 1. I and any
extension thereof.
ARTICLE 20 - GUARANTEE
20.1
Intentionally deleted.
ARTICLE 21 ADDITIONAL CLAUSES
21.1 EARLY TERMINATION
The Tenant shall have the one time only option to cancel this Lease during the
month of September, 2001. This option may be exercised by giving the Landlord
six (6) months prior written notice of its intention to terminate the Lease. If
this option is exercised, the Tenant will pay to the Landlord one (1) month of
the then gross rent, plus GST, for the Premises at the time of giving notice.
21.2 EARLY ACCESS
The Tenant shall have access to the Leased Premises seventy-six (76) days prior
to the Commencement Date. During this period, the Tenant shall not be obligated
to pay any Basic Rent or Additional Rent, but shall abide by all other terms of
this Lease.
21.3 SURRENDER OF LEASE FOR SUITE 701
The lease dated the 9th day of November, 1999 between the Landlord and
Quotescanada.com, a subsidiary company to the Tenant, shall be surrendered at of
midnight on January 14, 2000, and the execution of this lease shall be
sufficient to effect that surrender and its acceptance by the Landlord.
IN WITNESS WHEREOF the parties have executed this Lease as of the date first
above written, and in the case of each corporate party its seal was affixed in
the presence of its duly authorized officers.
)
)
The Corporate Seal of S & B OCTAGON PROPERTIES CANADA LTD. was hereunto affixed
in the presence of: )
)
)
Authorized Signatory )
)
)
Authorized Signatory ) C/S
)
)
The Corporate Seal of QUOTESCANADA FINANCIAL NETWORK INC. was hereunto affixed
in the presence of: )
)
)
Authorized Signatory )
)
)
Authorized Signatory ) C/S
<PAGE>
889 WEST PENDER STREET
VANCOUVER, BC V6P 3Y5
SCHEDULE "A" - PLAN OF PREMISES
<PAGE>
889 WEST PENDER STREET
VANCOUVER, BC V6P 3Y5
SCHEDULE "B" - DESCRIPTION OF LEASED PREMISES
The Leased Premises have an area of approximately one thousand nine hundred
(1,900) square feet, and are located on the sixth (6th) floor of that Building
with a civic address of 889 West Pender Street, Vancouver, British Columbia,
which Building is located on that Property legally described as:
City of Vancouver
Lots 19 and 20, Block 21, District Lot 541, Plan 210
<PAGE>
889 WEST PENDER STREET
VANCOUVER, BC V6P 3Y5
SCHEDULE "C" - RULES AND REGULATIONS
The Tenant shall observe the following Rules and Regulations (as amended,
modified or supplemented from time to time by the Landlord as provided in the
Lease):
1. The Tenant shall not use or permit the use of the Leased Premises in such
manner as to create any objectionable noises or other nuisance or hazard, or
breach any applicable provisions of municipal bylaws or other lawful
requirements applicable thereto or any requirement of the Landlord's insurers,
shall not permit the Leased Premises to be used for cooking (except with the
Landlord's prior written consent) or for sleeping, shall keep the Leased
Premises tidy and free of rubbish, shall keep the Leased Premises free from
rodents, insects and pests of all types, shall deposit rubbish in receptacles
which are either designated or clearly intended for waste and shall have the
Leased Premises at the end of each business day in a condition such as to
facilitate the performance of the Landlord's janitor services in the Leased
Premises.
2. The Tenant shall not abuse, misuse or damage the Leased Premises or any
of the improvements or facilities therein, and in particular shall not deposit
material in any plumbing apparatus or use it for other than purposes for which
it is intended, and shall not deface or mark any walls or other parts of the
Leased Premises.
3. The Tenant shall not perform, patronize or (to the extent under its
control) permit any canvassing, soliciting or peddling in the Building, shall
not install in the Leased Premises any machines vending or dispensing
refreshments or merchandise and shall not permit food or beverages to be brought
to -the Leased Premises except by such means, at such times and by such persons
as have been authorized by the Landlord.
4. The entrances, lobbies, elevators, staircases and other facilities of the
Building are for use only for access to the Leased Premises and other parts of
the Building and the Tenant shall not obstruct or misuse such facilities or
permit them to be obstructed or misused by its agents, employees, invitees or
others under its control.
5. No safe or heavy office equipment shall be moved by or for the Tenant
unless the consent of the Landlord is first obtained and unless all due care is
taken. Such equipment shall be moved upon the appropriate steelbearing plates,
skids or platforms and subject to the Landlord's direction, and at such times,
by such means and by such persons as the Landlord shall have approved. Hand
trucks and similar appliances shall be equipped with rubber tires and other
safeguards approved by the Landlord, and shall be used only by prior arrangement
with the Landlord.
6. The Tenant shall permit and facilitate the entry of the Landlord, or
those designated by it, into the Leased Premises for the purpose of inspection,
repair, window cleaning and the performance of other janitor services, and shall
not permit access to main heater ducts, janitor and electrical closets and other
necessary means of access to mechanical, electrical and other facilities to be
obstructed by the placement of furniture or otherwise. The Tenant shall not
place any additional locks or other security devices upon any doors of the
Leased Premises without the imposed by the Landlord for the maintenance of
necessary access.
7. The Landlord may require that all or any persons entering and leaving the
Building at any time other than normal business hours satisfactorily identify
themselves and register in books kept for the purpose and may prevent any person
from entering the Leased Premises unless provided with a key thereto and a pass
or other authorization from the Tenant in a form satisfactory to the Landlord
any may prevent any person removing any goods therefrom without written
authorization.
8. The Tenant shall refer to the Building only by the name from time to time
designated by the Landlord for it and shall use such name only for the business
address of the Leased Premises and not for any promotion or other purpose.
9. The Tenant shall not interfere with window coverings installed upon
exterior windows, and shall close or (if such window covers are remotely
controlled) permit to be closed such window coverings during such hours from
dusk to dawn as the Landlord may require, and shall not install or operate any
interior drapes installed by the Tenant so as to interfere with the exterior
appearance of the Building.
10. The foregoing Rules and Regulations, as from time to time amended, are
not necessarily of uniform application, but may be waived in whole or in part in
respect of other tenants without affecting their enforceability with respect to
the Tenant and the Leased Premises, and may be waived in whole or in part with
respect to the Leased Premises without waiving them as to future application to
the Leased Premises, and the imposition of such Rules and Regulations shall not
create or imply any obligation of the Landlord to enforce them or create any
liability of the Landlord for their non-enforcement.
<PAGE>
889 WEST PENDER STREET
VANCOUVER, BC V6P 3Y5
SCHEDULE "D" - TENANT INFORMATION GUIDELINE
I. GENERAL
1. This Tenant Information Guideline is prepared to assist and introduce the
Tenant and his architect or contractor to the basic 889 West Pender Street
building design, systems and building regulations. The utilization of these
guidelines will enable the Tenant and his agents to avoid unnecessary delays,
alterations and expenses, thus resulting in an earlier occupancy schedule.
This Tenant Information Guideline is to be read in conjunction with and forms
part of the Lease document. In the event of any conflict between the
Information Guideline and the Lease, the provisions of the Lease shall prevail.
2. The Landlord: The Landlord is:
S & B OCTAGON PROPERTIES CANADA LTD.
Suite 3 08, 65 0 West 41 St Avenue
Vancouver, BC V5Z 2M9
Tel: (604) 266-1988
3. Tenant Co-ordination:
The Tenant and his agents shall address all requests for information and
approvals to:
Tenant Co-ordinator
S & B Octagon Properties Canada Ltd.
c/o Mr. William H. Lim
Suite 308, 650 West 41st Avenue
Vancouver, BC V5Z 2M9
Tel: (604) 266-1988
4. Landlord Consultants:
Project Management Consultants:
E. W. HAMILTON LTD.
Suite 205, No. 1 Alexander Street
Vancouver, BC V6A 1B2
Tel: (604) 669-8994
Interior Design Consultants:
GROUP 5 DESIGN CONSULTANTS
1305 West Georgia Street
Vancouver, BC V6E 3K6
Tel: (604) 681-8155
Architect (Base Building):
HAMILTON DOYLE ARCHITECTS
1200 Burrard Street
Vancouver, BC V6Z 2C7
Tel: (604) 669-2621
Structural Engineers:
MARTIN GLOTMAN ENGINEERING LTD.
1008 Homer Street
Vancouver, BC V6B 2X1
Tel: (604) 684-2568
Mechanical Engineers:
STERLING COOPER & ASSOCIATES
1777 West 8th Avenue
Vancouver, BC V6J 1V8
Tel: (604) 734-9338
Electrical Engineers:
ARNOLD NEMETZ ENGINEERING LTD.
2083 West 4th Avenue
Vancouver, BC V6J 1N3
Tel: (604) 736-6562
II. BASE BUILDING CONSTRUCTION
1. The base building construction shall consist of all the structural,
mechanical systems, electrical systems and architectural finishes, included in
the basic constructions contract between the Landlord and his contractor.
2. Any alterations or additions to the base building construction that may
be required to accommodate Tenant office layout shall be subject to the approval
of the Landlord and shall then be carried out by the Landlord's designated
contractor, under the supervision of the Landlord's Consultants, at the Tenant's
expense. The cost of such work shall include labour, material, applicable
taxes, all architectural, engineering and contractors' fees and such reasonable
fee for supervision as the Landlord may charge.
3. Tenant Information Drawings
The Landlord shall provide one set of base building information drawings
indicating all the major elements of a typical floor to the Tenant. Any
additional drawings that may be required by a Tenant shall be provided, upon
request, at the Tenant's expense.
4. Work Done By Landlord For Tenant
Any work, equipment or services provided by the Landlord on behalf of the Tenant
shall be authorized in writing by the Tenant on the form provided by the
Landlord and shall be paid by the Tenant as follows:
(a) Thirty-five (35%) percent of the amount payable by the Tenant as
estimated by the Landlord shall be paid to the Landlord by the Tenant at the
time the Tenant authorized the Landlord's assistance;
(b) The Tenant shall pay the balance of the amount payable by the Tenant for
Landlord's assistance forthwith upon receipt of monthly invoices rendered by the
Landlord in connection with such Landlord's assistance; and
(c) The Tenant shall pay interest at a rate of two (2%) percent per month
[twenty-four (24%) percent per annum], calculated monthly, on any amount for
which the Landlord has issued an invoice and the Tenant has not paid in fifteen
(15) days.
III. TENANT DRAWING REQUIREMENTS
1. Tenant Designer
(a) The Tenant shall engage an architect or a certified designer to prepare
all and tiny drawings which are necessary for the construction of the Tenant's
leasehold Improvements and the approval of the Landlord or any other regulatory
bodies having jurisdiction. The Landlord may request the Tenant or his agent to
produce additional drawings and information which in the Landlord's opinion may
be necessary to identify and describe the nature of the intended improvements,
(b) The Tenant and his agent shall inform himself regarding by-law and code
requirements before preparing drawings.
(c) By giving approval to such plans, the Landlord or his consultants do not
waive the Tenant's responsibility to ensure that any and all Tenant improvements
meet building standard and authorities having jurisdiction with respect to
design and construction.
2. Approval Of Tenant Drawings
(a) Submission of Preliminary Drawings
The Tenant or his agent shall submit two (2) prints of his preliminary drawings
showing proposed office layout for the preliminary approval of the Landlord.
Tenant preliminary drawings will be checked from the standpoint of physical
compatibility and any problems encountered shall be returned to the Tenant or
his agent for solution. Preliminary approval shall be obtained from the
Landlord prior to commencement of final design and tender documents.
(b) Submission of Final Drawings and Specifications
The Tenant or his agent shall submit five (5) copies of complete working
drawings and specifications for final approval by the Landlord at least sixty
(60) days prior to the Tenant's occupancy date. The drawing sheet size shall be
a minimum of 24" x 36" consistent.
Documents to be submitted by the Tenant will be required to show all appropriate
and necessary details so as to fully describe and accurately specify all aspects
of Tenant's Work in relationship to Landlord's Work and will consist of the
following:
(i) Floor Plan at 1/8" = 1'0" scale, indicate the Tenant area in
relationship to the corridors, stairs, elevators, partitions, doors, etc.
(ii) Telephone and Power Outlet Plan at 1/8" - 1'0" scale indicate with
dimensions, location of all telephone and power outlets.
(iii) Reflected Ceiling Plan at 1/8" - 1'0" scale, indicate partition
layout, baffles, supply air diffusers, lights, sprinklers, etc.
(iv) Sections & Details at 3" - 1'0" scale, indicate partition details,
baffles, doors, etc.
(v) Specifications: Indicate all elements.
(vi) Room Finish, Door & Hardware Schedule - Indicate all elements including
keying which must be to building standard.
(vii) Mechanical Drawings & Specifications: compatible with the above.
(viii) Electrical Drawings & Specifications: compatible with the above.
(c) Indicate the number of persons who shall occupy each office and state
the functions of each room to guide the Landlord's consultants, especially
regarding mechanical modifications.
(d) The design live floor load is 70 pounds per square foot (including
partitions) for typical floors and any special floor loadings must be identified
for review by the Landlord's Consultants.
(e) The Tenant or his agent is responsible for obtaining all necessary
permits and approvals; such as Building Department, Health Department, Fire
Marshall and Ministry of Labour. The Tenant or his agent shall post evidence
with the Landlord, proof of building permit and approvals as received from all
regulatory bodies having jurisdiction prior to the commencement of Tenant's
construction.
(f) The Landlord shall engage the base building mechanical and electrical
consultants to design and supervise all mechanical and electrical modifications
and additions to the base building systems to accommodate the Tenant office
layout requirements, at the Tenant's expense.
(g) The Landlord shall engage, at the Tenant's expense, the Landlord's
designated contractors, for any mechanical and electrical modifications and
additions; all in accordance to base building consultants supplementary drawings
to ensure physical compatibility, guarantees and warrantees to base building
elements.
IV. THE TENANT CONTRACTOR(S) REQUIREMENTS
1. The Tenant shall engage his own contractor(s) except for mechanical and
electrical modifications to base building elements as noted above, to execute
the Tenant leasehold improvements.
2. The Tenant contractor(s) are subject to the following conditions:
(a) The Landlord reserves the right to approve all construction work carried
out by the Tenant's contractors to ensure its compliance with approved drawings
and building standards.
(b) Be approved by the Landlord prior to award of contract(s).
(c) Prior to start of work, furnish evidence that they are adequately and
properly covered by insurance according to the following terms:
(i) The Landlord, the City of Vancouver and all contractors and
subcontractors and trades of those insured, engaged in or connected with the
construction of the project known as 889 West Pender Street are listed as
additional named insureds on all policies;
(ii) A Comprehensive General Liability policy be in force covering the work,
with a limit to any one occurrence of $3,000,000.00. The policy shall contain a
cross liability clause and shall be extended to include non-owned automobiles
and blanket contractual liability;
(iii) An "all risk" of physical loss or damage policy be provided covering
the total contract price for the Tenant's work;
(iv) An automobile policy be in force covering all owned vehicles, with a
minimum limit of $500,000,00;
(v) All policies of insurance relating to Tenant work must be in amounts and
in form and with insurers acceptable to the Landlord, including an undertaking
by the insurers to give at least thirty (30) days written notice of cancellation
or material changes;
(vi) Evidence of the existence of insurance covered referred to in this
section must be submitted to the Landlord by means of a Certificate of Insurance
from the Contractors' insurers or by a certified copy of the actual policy
documents before commencement of Tenant's construction;
(vii) The Tenant may, if he so wishes, provide the aforementioned insurances
but shall be bound by the same terms and conditions as herein described.
(d) Furnish written evidence of good standing with the Workers' Compensation
Board.
(e) The Tenant contractor(s) shall be restricted to the area of the Leased
Premises for all work and storage of materials and equipment.
(f) Arrange for the security of the Tenant leased area and equipment,
materials, etc. during the construction period as required.
(g) Enforce safety regulations during the construction period.
(h) Observe normal working hours, 7:30 a.m. to 4:00 p.m., Monday to Friday,
unless permission is obtained in writing from the Landlord.
(i) Provide and maintain adequate first aid and fire prevention facilities
during the construction period.
(j) The Tenant contractor(s) shall give the Landlord, at least forty-eight
(48) hours advance noticed to reserve the use of the Landlord's elevator
facilities for tenant's construction materials and equipment. Provide adequate
protection to all finished surfaces of elevators; upon completion of each use
clean down and make good any damage to all surfaces. All materials and
deliveries must be scheduled and delivered at parking deck level. No deliveries
will be allowed at ground floor entrance or at loading dock level at grade off
lane.
(k) Remove all garbage and debris from the Tenant premises in sealed
containers.
(l) Do not penetrate or fix to the exterior wall or windows.
(m) Protect all finishes to basic building elements and reimburse the
Landlord the cost to make good any damages.
(n) Stack drywall over main beams at column lines. Piles not to exceed 12"
in height.
(o) All noisy work such as coring and drilling must be carried out during
non-business hours and the tenant contractor(s) shall obtain the Landlord's
approval in advance of such work.
3. Commencement of Tenant's Work
Tenant's work in the leased premises shall commence subject to the following
conditions!
(a) The Tenant's final working drawings shall have been approved by the
Landlord,
(b) The Tenant shall have obtained all necessary approvals and permits from
all regulatory bodies having jurisdiction over Tenant's work and evidence of all
such approvals and permits shall be provided to the Landlord's tenant
coordination office,
(c) The Tenant's contractor and sub-contractors shall have been approved by
the Landlord's tenant co-ordination office prior to commencement of Tenant's
work.
(d) The Tenant's contractor shall furnish proof of insurance as noted above.
(e) The Tenant shall be provided a turnover document outlining regulations
and procedures for Tenant contractors and sub-contractors on the jobsite.
4. Damage to Base Building
Any damage or deterioration to the base building structure, services or finishes
both inside or outside, above grade or below grade as a result of Tenant
improvements caused by Tenants' contractors or sub-contractors shall be
repaired, replaced or made good to the complete satisfaction of the Landlord,
Alternatively the Landlord shall make good any and all damaged areas and charge
the Tenant accordingly.
V. BUILDING SERVICES FEE
The Tenant and his agent shall include in their Tenant leasehold improvement
budget an allowance for building services for the use of the following
Landlord's facilities:
- elevator facilities;
- hydro consumption;
- water;
- toilets.
The building services fee shall be computed at the rate of $0.50 per square foot
of leased area and payable to the Landlord within ten (10) calendar days of
turnover of this leased area.
The facilities shall be limited to the following terms and conditions:
(a) Elevator facilities - operational during normal working hours (7:30 a.m.
to 4:00 p.m.); forty-eight (48) hours advance reservation required. After
hours, elevator use available by advance reservation only.
(b) Hydro Consumption - 15 amp. duplex receptacles are available in the main
building core.
(c) Water - available at locations designated by Landlord.
(d) Toilet - available at locations designated by Landlord.
VI. LANDLORD'S BASE BUILDING AND FINISHES
1. Ceiling
Ceilings in typical rental areas shall be a suspended T-Bar system on a 5'0" x
5'0" grid for ceiling tile and l'0" x 5'0" recessed fluorescent light fixtures.
The Landlord shall install the acoustic tile:
Fluorescent light fixtures removed by the tenant or tenant's contractor remain
the property of the landlord and shall be stored in a location oil the site
designated by the Landlord.
Floor to Ceiling Heights - 2nd to 8th Floors - 8'6
2. Floors
The floor shall be smooth troweled concrete ready for finish by Tenant.
3. Doors (on Multiple Tenant Floor Only)
The Landlord shall provide demising building standard doors (solid core oak
veneer wood 3'0" x full height) in solid oak 20 minute rated wood frames. All
doors shall be equipped with building standard lockset keyed to the building
standard key-code and master-key System. Doors are to be completed with the
following hardware:
1 only lockset - 8G05 x 0B x C10B GMK
2 only pair butts - BB179-C-20 x 4.5 x 4
1 only closer - EB 1230-0
1 only floor stop - 200 x C10B
As an alternative to the standard single door application, the Landlord will
install a combination wood door and glazed sidelight in wood frames at Tenant's
cost.
4. Keys & Cylinders
The Landlord shall provide building standard cylinders and two keys for each
demising door key-coded to the building's master key system. Additional keys
shall be ordered from the Building Manager at Tenant's cost.
5. Demising Partitions (On Multiple Tenant Floor only)
The Landlord shall provide building standard demising partitions to delineate
the Tenant's leased premises which shall be composed of 2.5" steel studs, 2.5"
batt insulation fill, 1 only 0.5" layer of drywall each side; taped, filled and
ready for Tenant's finish. Deviations will be allowed in finishes on the
Tenant's side of the demising partitions, subject to the Landlord's approval and
at the Tenant's expense.
6. Core Wall & Columns
Finish on core walls and columns shall be drywall ready for painting or wall
covering.
7. Exterior Wall
Finish on exterior walls shall be drywall ready for paint finish.
Tenants shall not fix to or puncture the exterior drywall membrane for the
installation of partitions, furniture, electrical outlets, etc.
8. Venetian Blinds
Horizontal venetian blinds to all exterior windows from 2nd to 8th floor,
mounted to head of window frame.
9. Exterior Glazing
Suncool bronze float double-glazed thermal units in aluminum frames.
10. Parking
Underground parking at the base of the tower, with access off the lane is
available on a limited basis. This parking is secured with a key operated
overhead rolling gate at the entry. Access to both tower elevators is available
from the parking level.
II. Heating & Ventilation
(a) The building is fully air conditioned by a system of water-to-water heat
pumps designed to maintain the building at 74 deg. F. and 50% relative humidity
in summer, and 70 deg. F. in winter.
(b) The system is designed with eight heat pumps per floor, each with
individual thermostat control.
(c) The Central Equipment Room at the roof of the tower contains the Boiler
Room and immediately adjacent, the heat extractor or cooling tower.
(d) It may be necessary to provide additional heat pumps and thermostats if
required for detailed tenant requirements in office arrangement.
(e) Any equipment generating heat loads in excess of the normal office loads
shall be separately serviced by the Tenant by means of individual air
conditioning units and/or additional heat pump units.
(f) The ceiling space functions as a return air plenum and recirculation air
path must be maintained to all heat pump unit. The fresh air is injected into
the ceiling space of each floor and is picked up by the heat pump units for
distribution within the space. It is essential that the fresh air supply duct
is allowed to supply into all areas of the ceiling, and that the recirculation
air from the Tenant areas is not obstructed.
(g) Each of the heat pumps is controlled by an automatic heating cooling
thermostat which shall switch the unit from heating to cooling as required. The
heat pump blower fan runs continuously during the day. A single time switch
shall switch off all heat pumps at 7:00 p.m. (or at any other set time) and they
shall cycle as required at night to maintain a night set back temperature. The
time switch contains a manual override switch. The night setback thermostat is
a tamper-poof design and provided with a label "Night Set-Back" Thermostat".
Both the time switch and the override timer are located adjacent to the core.
(h) Any tenant that requires to have operation of the heat pump during the
night hours should arrange to be disconnected from the time switch which would
allow the heat pump to run on an individual basis.
(i) It should be noted that the fresh air supply fan is also controlled by
an automatic time clock and it may not be possible to have a fresh air make-up
for any individual tenant area during the night hours.
(j) It is brought to the attention of tenants that the air conditioning
system cannot operate at full efficiency until adjustments have been made to the
system following tenant partition installations. The comfort level for which
the building has been designed may therefore not be fully available in the first
period of tenants' occupancy and every effort will be made to bring the systems
to their ultimate condition as soon as possible.
(k) A general exhaust system is available for tenant connections at each
floor for small exhaust requirements such as interior Conference Rooms, Staff
Rooms, etc. Connection to general exhaust system and associated ductwork is to
be at tenant's expense.
12. Office Tower Plumbing
A sanitary plumbing connection is stubbed off in the core of each floor.
Connections to this capped-off sanitary stack should be maintained as close to
the core as possible.
Valved hot and cold water are also provided at the core to service tenant
plumbing. (2 sinks and I water closet per floor)
13. Ground Floor Retail Areas
The design incorporates 4 heat pump units to provide heating and cooling for the
retail spaces of the ground floor.
14. Roof Top Equipment Room
The Fan Room/Boiler Room on the roof contains the following equipment:
- Gas-fired automatic hot water boiler.
- Domestic hot water tank for public lavatories.
- Main pumps.
The fresh air supply unit provides the ventilation requirements for all office
floors by delivering a fixed amount of air into the ceiling space. This air
supply provides approximately 0.10 CFM of fresh air per square foot of office
space.
15. Life Safety
(a) The building has been designed under Measure "A" of the Measures for
Fire Safety in High Buildings.
(b) The building is fully sprinklered and provided with stand-pipes and hose
valves at each floor. Sprinklers are flush type with chrome plates to typical
areas.
(c) A smoke shaft has been provided with motorized louvre damper openings
into the ceiling space of each floor and a motorized discharge damper at the
tope of the shaft.
(d) All fans and louvre dampers are controlled from the central fire control
and alarm panel.
(e) Pull stations, fire alarm, heat detectors, smoke detectors and sprinkler
flow switches have been provided at each floor. An annunciator panel is located
on the ground floor which is monitored 24 hours per day by phone line to outside
source.
(f) Emergency lighting has been installed in public areas and is powered by
a roof mounted emergency generator. The emergency generator also power other
life safety items as noted above.
16. Lighting
(a) Typical office floor light fixtures shall be a lay-in fluorescent type
to suite the 5' x 5' ceiling grid.
(b) Lighting fixtures utilize a system which provides for the least costly
method for future additions and/or relocations and affords maximum flexibility.
Voltage will be 347,
(c) Basic design lighting level shall be an average minimum of 70 foot
candies at desk level on an open floor basis.
(d) Light fixtures shall be 60" x 12" to provide maximum flexibility for
location in 5' x 5' grid system. The fixture may be located at 90 or within
different modules of ceiling grid, all fluorescent fixtures have K 12 acrylic
lens.
17. Typical Floor Power
A ceiling junction boy. grid system at approximately 500 SF is provided
throughout the floor areas for Tenant outlet requirements at 120/208 volt, 3
phase, 4 wire. This grid system allows for approximately 1.5 watts of power per
500 SF.
18. Telephone System
(a) Tenants are required to make arrangements directly with B.C. Telephone
Co. or others, for the supply and installation of telephone services to their
premises.
(b) A roughed-in empty conduit is provided for Tenant telephone system on
each office floor from ceiling area into telephone closet for easy access.
Distribution of telephone cables within Tenant lease space will be the
responsibility of the Tenant. The Tenant has the option of utilizing special
fire rated telephone cabling or installing a conduit distribution system.
(c) A telephone room is provided on each floor in the building core. Any
additional space of this nature, which the Tenant requires for his use or
equipment, must be provided within the leased premises. Any special cooling or
ventilation required to accommodate the Tenant telephone equipment shall be
provided and paid for by the Tenant.
(d) The main telephone cable entry room is located in the tower basement.
(e) Note that B.C. Telephone Co. will not life or replace carpet, ceiling
tile, etc. and the Tenant contractor must provide for this.
19. Structural
General floor framing systems are included in the set of drawings supplied by
the Landlord. Unusual loading situation such as filing rooms, safes, computer
installations, etc. Must be brought to the attention of the Landlord. The
Landlord will not be responsible for any partitioning layout revisions
necessitated by unusual loading conditions.
Design loads are as follows:
Live Load - 70 lbs. per square foot (inclusive of partitions)
20. Mail Room
The building mail room is located on the main floor with easy access from the
elevator lobby.
21. Tenant Signage
(a) A building standard identification sign for Tenant's entrance door shall
be provided by the Landlord at Tenant's expense.
(b) Tenant identification shall be provided in the main floor lobby
directory by the Landlord at Tenant's cost.
(c) Standard base building elevator lobby directional signs shall be
provided by the Landlord.
(d) All other Tenant's signage must be approved by the Landlord before
installation.
VII. TENANT CONSTRUCTION STANDARDS
1. Interior Partitions
The Tenant shall install a partition composed of 2.5" steel studs; 2.5" batt
insulation and 0.5" drywall taped, filled and painted, as minimum standard.
2. Interior Doors
The Tenant shall install solid core wood full height doors. Variations to suite
individual decor shall be subject to Landlord approval.
3. Locks
Tenants requiring locksets to any offices within the Leased Premises shall
ensure the lockset will receive a cylinder with keys coded to the Building's
master-key system. The Tenant's designer shall note on the required hardware
schedule the appropriate designations for interior locksets and key
requirements, subject to the Landlord's approval.
4. Power
(a) Refer to Landlord information drawings for general location of conduit
and wire distribution system in the ceiling space.
(b) All power shall originate from circuits in panels on the typical floor.
(c) Extra 120/208 volt, 3 phase, 4 wire power other than that provided
through the ceiling junction box system can be installed by the Landlord, if
available, at Tenant's expense.
5. Flooring
The Tenant, where desirable, shall install carpet and special approval surfaces
in service areas.
6. Copying Machines
Xerox, IBM, or other types of photo copying machines must be non-toxic type and
will, usually, require special circuitry and power hook-up. Due to specific
nature of such machines, heat generated by these types of equipment require an
exhaust duct to be installed. The Tenant shall advise and provide
specifications of photo copying machines.
7. Coffee Machines
Coffee machines usually require special circuitry and power hook-up. The Tenant
shall advise and provide specifications.
8. Light Switches
Where a local light switch is desirable to a private office or boardroom, the
Tenant shall advise and specify.
9. Pot and Track Lights
In order to conserve energy, tenants will be permitted to install incandescent
pot or track lights to a maximum average of 3 watts inclusive of fluorescent and
track lighting per square foot of the leased area. All such lights shall be
controlled by local switching.
10. Tenant Construction Clean-up
Upon completion of the Tenant's improvements and before occupancy the Tenant's
contractor(s) shall thoroughly vacuum and clean up the Leased Premises, windows
(interior only), repair damaged ceiling tiles, etc.
The Landlord recommends the use of the building cleaning contractor to ensure
physical compatibility of cleaning materials and standards.
VIII. INTERIOR DESIGN GUIDE
Tenant designers are urged to take maximum advantage of the basic building and
its systems and to avoid expense and delay to Tenants when creating their
improvement sand restoring them at termination of lease.
This is intended as a guide to Tenants and their designers and contractors:
1. Take full advantage of the 5'0" x 5'0" grid to which the ceiling is built
and light fixtures.
2. Keep ceilings at standard height.
3. Do not request changes to the partitions, doors, ceiling heights or
finishes in the rooms in the core (i.e. male and female toilets, vestibules,
stairs, janitor, electrical and telephone closets).
4. Ensure that any wall finishing material introduced by a full floor tenant
in the elevator lobby does not require changes to the elevator door frames, call
buttons or signals. Cladding of door frames with special approved finishes will
be permitted to full floor Tenants.
5. Ensure that any floor finish material introduced by a full floor tenant
in the elevator lobby does not require changes to the elevator door thresholds.
6. Locate additional washrooms, sinks, etc., as close as possible to the
soil stacks to ensure adequate slope of drains.
7. Advise Landlord as soon as possible, and in writing, of any changes
required to the base building elements.
8. Do not permit the drilling of holes in the aluminum frames of the
windows.
9. Arrange for air return openings in every sound baffle in ceiling plenum
above a partition, to permit return of air through the ceiling space to the-
return air ducts at the core.
10. Comply with City regulations, with respect to access to Fire Department
valve cabinets and acceptable routing through the tenant's premises for person
with hose and maximum distance of water throw.
