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Exhibit 3.7
OFFER TO SUBLEASE
PIER 32,,
GRANVILLE ISLAND
(THE "BUILDING")
DATE: March 2, 2000
TO: ROYAL LEPAGE COMMERCIAL INC. (THE "AGENT")
P.0. Box 37, Robson Court
Suite 500, 840 Howe Street Vancouver, B.C. V6Z 2M7
Attention: Maury Dubuque
BETWEEN:
CANADIAN HOTEL INCOME PROPERTIES (THE SUBLANDLORD AND
REAL ESTATE INVESTMENT TRUST HEREINAFTER
REFERRED TO AS THE
1600- 1030 West Georgia Street LANDLORD")
Vancouver, B.C. V6E 2Y3
AND:
CINEMA INTERNET NETWORK INC. (THE SUBTENANT AND
HEREINAFTER
3150 Celtic Avenue REFERRED TO AS THE
Vancouver, B.C. V6N 3X7 "TENANT")
The Tenant hereby offers to Sublease (and hereinafter referred to as "Lease")
from the Landlord certain premises (the "Premises"), being a portion of the
building located at 1333 Johnston Street, Vancouver, B.C. (the "Building") on
the following terms and conditions:
1. DESCRIPTION OF PREMISES
The Premises shall consist of appoximately one thousand four hundred and eleven
(1,411) rentable square feet of office space being a portion of the 3rd floor of
the Building as shown outlined in heavy black line on the floor plan attached as
Schedule "A".
2. TERM
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The term of the Lease shall be for three (3) years, four (4) months less one (1)
day (the "Term"), commencing on June 1, 2000 (the "Commencement Date") and
expiring on September 29, 2003.
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3. BASIC RENT
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The Tenant will pay to the Landlord Basic Rent of Fourteen Dollars ($14.00) per
rentable square foot of the Premises per annum plus Goods and Services Tax.
(GST), payable in advance without deduction in equal monthly installments on the
first day of each and every month throughout the Term, commencing on the
Commencement Date.
For the purposes of the Lease, the Term "Basic Rent" as used in this Offer to
Lease shall mean the fixed monthly payments of rent due and payable under the
Lease, whether characterized as "Basic Rent", "Minimum Rent" or otherwise under
the Lease.
4. PERMITTED USE
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The Premises are to be used for the purpose of general business offices and for
no other purposes without the prior approval of the Landlord as set out in the
Lease.
5. TENANT RESPONSIBILITIES -ADDITIONAL RENT
--------------------------------------------
In addition to Basic Rent plus GST, the Tenant shall pay for all other charges
and expenses provided for in the Lease from and after the Commencement Date,
including without limitation the Tenant's share of property taxes, corporation
capital taxes, business taxes, water/sewer rates, building insurance,
maintenance, management fees, heat, light and power, plus GST applicable to the
foregoing. Such charges and expenses are estimated at Ten Dollars Sixty Three
Cents ($10.63) per square foot for 2000.
6. LANDLORD'S IMPROVEMENT WORK
-------------------------------
The Premises to be provided by the Landlord shall be on an .'as is, where is"
basis except that the Landlord shall professionally clean all carpeting in the
premises. All leasehold improvements shall be at the Tenant's cost.
7. TENANT'S IMPROVEMENT WORK
-----------------------------
For any Tenant improvement work, the Tenant shall be required to prepare working
drawings of the proposed improvement work and obtain the written consent of the
Landlord before commencing the improvement work, such consent not to be
unreasonably witheld. All improvement work shall be done at the Tenant's sole
cost and expenses by qualified and licensed contractors and sub- contractors who
shall be subject to the reasonable approval of the Landlord. All such Tenant
improvement work shall be performed in a first class manner in accordance with
the provisions of the Lease.
The Tenant shall be permitted to carry out the construction of its leasehold
improvements and/or conduct business in the Premises between April 15, 2000 and
the Commencement Date, provided it shall comply and abide by all the terms and
conditions of this Offer to Lease, save and except for the payment of Basic
Rent, operating expenses, and property taxes, and provided further the Tenant
shall have executed the Lease.
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8. PERMITS AND LICENSES
-----------------------
The Tenant shall be responsible for obtaining all necessary building pern1its
and approvals as required by the relevant regulatory authorities for the
Tenant's improvement work. Such pern1its and approvals must be secured before
the Tenant commences its improvement work. If required by the municipal
authorities, the Tenant shall also make application for an occupancy certificate
for the Premises upon completion of the Tenant's improvement work.
9. LEASE
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Within five {5) business days of receipt at its Head Office, the Tenant agrees
to forthwith execute and deliver to the Landlord a formal Lease agreement
prepared by the Landlord, at its expense, incorporating the terms and conditions
of this Offer to Lease. The Tenant further agrees to be bound by the Terms and
conditions of the Head Lease, which will be modified by the terms of this Offer
to Lease. The covenants contained herein and in the Head Lease as modified by
the terms of this Offer to Lease shall be binding on the parties hereto from the
date this Offer is unconditionally accepted by both parties, notwithstanding
that for any reason the Lease is not prepared or executed.
10. DEPOSIT
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Within twenty-four (24) hours of the unconditional acceptance of this Offer to
Lease, the Tenant shall tender a deposit cheque in the amount of Six Thousand
Two Hundred Dollars ($6,200.00) inclusive of GST (the "Deposit"), which is to be
credited to the first month's gross rent payable under the Lease (including
GST), with the balance to be held as security for the due and proper performance
by the Tenant of all of the terms, covenants and conditions in the Lease, and
applied toward gross rent (including GST) for the last month of the Term. If
this Offer becomes null and void, the Deposit shall be refunded to the Tenant
without deduction. If this Offer to Lease,is unconditionally accepted by both
parties, the Tenant authorizes the Agent to transfer the Deposit from its trust
account to the Landlord.
The Deposit shall be paid to the Agent at the following address:
ROYAL LEPAGE COMMERCIAL INC.
P .0. Box 37, Robson Court
Suite 500, 840 Howe Street
Vancouver, B.C. V6Z 2M7
Unless the Deposit is paid as specified herein, the Landlord may, at its option,
cancel this agreement.
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11. NO REPRESENTATION I GOVERNING LAW
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There are no representations, warranties, covenants or agreements, whether
express or implied, related to the subject matter of this agreement save as
specifically set out in this Offer to Lease. This Offer to Lease shall be
governed by and construed in accordance with the laws of the province in which
the Building is situated.
12. TIME OF THE ESSENCE
-----------------------
Time is of the essence of this Offer to Lease and each part of it.
13. AGENCY DISCLOSURE
---------------------
The Tenant has an agency relationship with Torode Realty Ltd. and Wynn Wright is
acting on behalf of the Tenant.
AND
The Landlord has an agency relationship with the Agent and Maury Dubuque is
acting on behalf of the Landlord.
14. HEAD LANDLORD'S CONSENT
---------------------------
This Offer, if accepted, is subject to the approval of Pier 32 (1988) Holdings
Ltd. (the "Head Landlord") in accordance with the terms of the Head Lease.
Notice of such approval is to be received by the Tenant within two (2) business
days of the mutual acceptance of the conditional Offer, failing which at the
Tenant's option, this Offer shall be null and void and of no force and effect.
15. TENANT'S CONDITIONS
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OMIT BY CONSENT OF BOTH PARTIES /s/ Bill Massey /s/ Bill N. Purcell
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16. LANDLORD'S CONDITION
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OMIT BY CONSENT OF BOTH PARTIES /s/ Bill Massey /s/ Bill N. Purcell
16A TENANT'S SUBLETTING RIGHT
-----------------------------
The Tenant shall have the right to further sublet the Premises with the
Landlord's and Head Landlord' s written approval pursuant to Article 4.19 of the
Head Lease.
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17. ACCEPTANCE
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This Offer to Lease may be accepted by the Landlord by signing where indicated
below.
This Offer to Lease is open for acceptance for two {2) business days from the
date indicated by the Tenant below and thereafter, if not accepted, it shall be
null and void.
DATED at Vancouver, B.C., this 14th day of March, 2000..
THE TENANT:
CINEMA INTERNET NEIWORK INC.
/s/ Bill Massey /s/ Marie Simmons
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(Authorized Signatory) (Authorized Witness)
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Bill Massey, CEO (Name and Title)
----------------
We hereby accept this Offer to Lease and agree to be bound by the terms and
conditions contained herein. DATED at Vancouver, B.C., this 14th day of March,
2000.
THE LANDLORD:
CANADIAN HOTEL INCOME PROPERTIES, REAL ESTATE INVESTTMENT TRUST
/s/ Bill N. Purcell /s/ S. Colbert
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(Authorized Signatory) (Authorized Witness)
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Bill N. Purcell, CEO (Name and Title)
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