Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 20 103K
6: EX-10.10 Material Contract 2 11K
7: EX-10.11 Material Contract 4 23K
8: EX-10.12 Material Contract 4 17K
9: EX-10.13 Material Contract 5 24K
2: EX-10.6 Material Contract 10 40K
3: EX-10.7 Material Contract 14 51K
4: EX-10.8 Material Contract 13 49K
5: EX-10.9 Material Contract 13 45K
18: EX-28.10 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
10: EX-28.2 Information from a Report Furnished to State 19 62K
Insurance Regulatory Authorities
11: EX-28.3 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
12: EX-28.4 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
13: EX-28.5 Information from a Report Furnished to State 2± 11K
Insurance Regulatory Authorities
14: EX-28.6 Information from a Report Furnished to State 4 19K
Insurance Regulatory Authorities
15: EX-28.7 Information from a Report Furnished to State 1 10K
Insurance Regulatory Authorities
16: EX-28.8 Information from a Report Furnished to State 2 12K
Insurance Regulatory Authorities
17: EX-28.9 Information from a Report Furnished to State 1 9K
Insurance Regulatory Authorities
EX-28.2 — Information from a Report Furnished to State Insurance Regulatory Authorities
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LEASE
(COMMERCIAL)
Made the 1st day of April 1996.
BETWEEN
LIONSGATE REALTY HOLDINGS INC.
(the "Landlord")
-and-
STRATFORD ACQUISITION CORP.
(the "Tenant")
In consideration of the rents, covenants and obligations
stipulated herein the Landlord and the Tenant have agreed to
enter into a Lease of the premises known municipally as UNIT 15
at 919 FRASER DRIVE, BURLINGTON, ONTARIO being 3,870 square feet
more or less and outlined in Schedule A attached (the
"Premises").
1. GRANT OF LEASE
(1) The Landlord leases the Premises to the Tenant:
(a) at the Rent set forth in Section 2;
(b) for the Term set forth in Section 3; and
(c) subject to the conditions and in accordance with the
covenants, obligations and agreements herein.
(2) The Landlord covenants that he has the right to grant the
leasehold interest in the Premises free from encumbrances except
as disclosed on title.
2. RENT
(1) Rent means the amounts payable by the Tenant to the Landlord
pursuant to this Section and includes Additional Rent.
(2) The Tenant covenants to pay to the Landlord, during the Term
of this Lease rent as follows:
(a) during the first FOUR years of the Term, the sum of
$13,545.00 per annum, payable monthly in advance in equal
installments of $1,128.75 on the first day of each and every
month, commencing the first day of the Term.
(3) The Tenant further covenants to pay all other sums required
by this Lease to be paid by him and agrees that all amounts
payable by the Tenant to the Landlord or to any other party
pursuant to the provisions of this Lease shall be deemed to be
additional rent ("Additional Rent") whether or not specifically
designated as such in this Lease.
Subject to the provisions of paragraph 6(a) herein
(4) The Landlord and the Tenant agree that, subject to the
provisions of paragraph 6(a) herein, it is their mutual intention
that this Lease shall be a completely carefree net lease for the
Landlord and that the Landlord shall not, during the Term of this
Lease, be required to make any payments in respect of the
Premises other than charges of a kind personal to the Landlord
(such as income and estate taxes and mortgage payments):
(a) and to effect the said intention of the parties the
Tenant promises to pay the following expenses related to the
Premises as Additional Rent;
(i) business taxes and licenses;
(ii) utilities (including but not limited to gas,
electricity, water, heat, air-conditioning);
(iii) services supplied to the Premises, provided
that this does not in any way oblige the Landlord to
provide any services, unless otherwise agreed in this
Lease;
(iv) property taxes and rate, duties and
assessments;
(v) maintenance;
(vi) insurance premiums;
(vii) sales tax, and any other taxes imposed on the
Landlord respecting the Rent;
(viii) all other charges, impositions, costs and
expenses of every nature and kind whatsoever;
(b) and if any of the foregoing charges are invoiced
directly to the Tenant, the Tenant shall pay same as and when
they become due and shall produce proof of payment to the
Landlord immediately if requested to do so;
(i) but the Tenant may contest or appeal any such
charges at the Tenant's own expense;
(c) and the Tenant hereby agrees to indemnify and protect
the Landlord from any liability accruing to the Landlord in
respect of the expenses payable by the Tenant as provided for
herein;
(d) and if the Tenant fails to make any of the payments
required by this Lease then the Landlord may make such payments
and charge to the Tenant as Additional Rent the amounts paid by
the Landlord;
(i) and if such charges are not paid by the Tenant on
demand the Landlord shall be entitled to the same
remedies and may take the same steps for recovery
of the unpaid charges as in the event of Rent in
arrears.
(e) and if the Tenant enjoys the use of any common areas
and facilities not included in the Premises, the Tenant shall pay
his proportionate share of the foregoing expenses relating to
such common areas and facilities.
(5) Additional Rent shall be payable in monthly installments in
advance on the same dates stipulated for payment of Rent in
Section 2(2) and the Landlord shall at least once each year
provide the Tenant with a statement providing such information as
may be required to calculate accurately the amounts payable the
Tenant as Additional Rent:
(a) prior to the first such statement being delivered the
payments of Additional Rent shall be based on the Landlord's
estimate of the expenses chargeable to the Tenant;
(b) in the event that any such statement indicates that the
amounts paid by the Tenant for Additional Rent are either more or
less than the amount required pursuant to the statement then an
adjusting statement shall be delivered within thirty days;
(i) and if the Tenant has overpaid in respect of
Additional Rent the adjustment may be made by way
of reduction of the next ensuing instalment of
Rent subject to the Landlord's prior written
approval.
(c) Notwithstanding anything contained herein to the
contrary, the landlord hereby confirms that during the calendar
year 1996 only the Tenant's share of Additional Rent payable to
the Landlord shall be no greater that $625.65 per month (based
upon $1.94/sq. ft./year).
(6) All payments to be made by the Tenant pursuant to this Lease
shall be delivered to the Landlord at the Landlord's address for
service set out in Section 15 or to such other place as the
Landlord may from time to time direct in writing.
(7) The Tenant agrees to pay in advance to the Landlord at the
commencement of the Term the first and last month's Rent payable
under Section 2(2) of this Lease. The Landlord hereby
acknowledges receipt of a deposit in the amount of $3,754.43 to
be applied as follows:
(a) firstly, the amount of $1,877.21 to be applied against
payment of the Rent for the month of April 1996;
(b) secondly, the balance being $1,877.22 to be applied
against the payment of the Rent owing for the last month of the
Term or any extension thereof.
(8) All Rents in arrears and all sums paid by the Landlord for
expenses incurred which should have been paid by the Tenant shall
bear interest from the date payment was due, or made, or expense
incurred at a rate per annum equal to the prime commercial
lending rate of the Landlord's bank plus five (5) per cent. The
Tenant shall pay a fee of $35.00 for any cheque returned unpaid
by the Landlord's bank for any reason whatsoever.
(9) The Tenant acknowledges and agrees that the payments of Rent
and Additional Rent provided for in this Lease shall be made
without any deduction for any reason whatsoever unless expressly
allowed by the terms of this Lease or agreed to by the Landlord
in writing; and
(a) no partial payment by the Tenant which is accepted by
the Landlord shall be considered as other than a partial payment
on account of Rent owing and shall not prejudice the Landlord's
right to recover any Rent owing.
(10) The Tenant hereby covenants to deliver post-dated rent
cheques as the Landlord may from time to time demand to the
Landlord within 2 business days of said demand thereof.
3. TERM AND POSSESSION
(1) The Tenant shall have possession of the Premises for a
period of FOUR (4) years, commencing on the 1st day of April 1996
and ending on the 31st day of March 2000, (the "Term").
(2) Subject to the Landlord's rights under this Lease, and as
long as the Lease is in good standing the Landlord covenants that
the Tenant shall have the quiet enjoyment of the Premises during
the Term of this Lease without any interruption or disturbance
from the Landlord or any other person or persons lawfully
claiming through the Landlord.
(3) If the Tenant fails to take possession of the Premises or to
open for business on or before the date specified for
commencement of the Term of this Lease, the Landlord shall, in
addition to any other remedies, have the right to terminate this
Lease upon 24 hours written notice to the Tenant, and to recover
from the Tenant the cost of all work done by the Landlord on
behalf of the Tenant.
(4) If the Tenant is in good standing during the Term of this
Lease he shall have the option to renew this Lease for a further
term of FIVE (5) years on the terms and conditions contained in
the Landlord's then current standard form of Lease, save and
except for the rental rate which shall be subject to negotiation
between the Landlord and Tenant and further right to renew. If
the Tenant is desirous of exercising this option he shall notify
the Landlord prior to the 30th of September, 1999 otherwise the
option to renew shall be null and void and be of no further force
or effect. The rental rate for the option term shall be at then
current rates and if the Landlord and Tenant are unable to agree
upon a rental rate within 2 months prior to termination of the
Term then expiring the rental rate shall be determined by
arbitration.
4. ASSIGNMENT
(1) The Tenant shall not assign this Lease or sublet the whole
or any part of the Premises unless he first obtains the consent
of the Landlord in writing, which consent shall not unreasonably
be withheld:
(a) and the Tenant hereby waives his right to the benefit
of any present or future Act of the Legislature of Ontario which
would allow the Tenant to assign this Lease or sublet the
Premises without the Landlord's consent.
(2) The consent of the Landlord to any assignment or subletting
shall not operate as a waiver of the necessity for consent to any
subsequent assignment or subletting.
(3) Any consent granted by the Landlord shall be conditional
upon the assignee, sublessee or occupant executing a written
agreement directly with the Landlord agreeing to be bound by all
the terms of this Lease as if the assignee, sublessee or occupant
had originally executed this Lease as Tenant.
(4) Any consent given by the Landlord to any assignment or other
disposition of the Tenant's interest in this Lease or in the
Premises shall not relieve the Tenant from his obligations under
this Lease, including the obligation to pay Rent and Additional
Rent as provided for herein.
(5) If the party originally entering into this Lease as tenant,
or any party who subsequently becomes the Tenant by way of
assignment or sublease or otherwise as provided for in this
Lease, is a corporation then:
(a) the Tenant shall not be entitled to deal with its
authorized or issued capital or that of an affiliated company in
any way that results in a change in the effective voting control
of the Tenant unless the Landlord first consents in writing to
the proposed change;
(b) if any change is made in the control of the Tenant
corporation without the written consent of the Landlord then the
Landlord shall be entitled to treat the Tenant as being in
default and to exercise the remedies stipulated in paragraph
10(2) of this Lease and any other remedies available in law;
(c) the Tenant agrees to make available to the Landlord or
his authorized representatives the corporate books and records of
the Tenant for inspection at reasonable times provided that the
Tenant shall not be required to produce its financial records.
5. USE
(1) During the Term of this Lease the Premises shall not be used
for any purpose other that General Industrial Uses without the
express consent of the Landlord given in writing.
(2) The Tenant shall not do or permit to be done at the Premises
anything which may:
(a) constitute a nuisance;
(b) cause damage to the Premises;
(c) cause injury or annoyance to occupants of neighbouring
premises;
(d) make void or voidable any insurance upon the Premises;
(e) constitute a breach of any by-law, statute, order or
regulation of any municipal, provincial or other competent
authority relating to the Premises.
6. REPAIR AND MAINTENANCE
(1) The Tenant covenants that during the term of this Lease and
any renewal thereof the Tenant shall keep in good condition the
Premises including all alterations and additions made thereto,
and shall, with or without notice, promptly make all needed
repairs and all necessary replacements as would a prudent owner:
(a) but the Tenant shall not be liable to effect repairs
attributable to reasonable wear and tear, or to damage caused by
fire, lightening or storm.
(2) The Tenant shall permit the Landlord or a person authorized
by the Landlord to enter the Premises to examine the condition
thereof and view the state of repair at reasonable times:
(a) and if upon such examination repairs are found to be
necessary, written notice of the repairs shall be given to the
Tenant by or on behalf of the Landlord and the Tenant shall make
the necessary repairs within the time specified in the notice;
(b) and if the Tenant refuses or neglects to keep the
Premises in good repair the Landlord may, but shall not be
obliged to, make any necessary repairs, and shall be permitted to
enter the Premises, by himself or his servants or agents, for the
purpose of effecting the repairs without being liable to the
Tenant for any loss, damage or inconvenience to the Tenant in
connection with the Landlord's entry and repairs;
(i) and if the Landlord makes repairs the Tenant shall pay
the cost of them immediately as Additional Rent.
(3) Upon expiry of the Term or other determination of this Lease
the Tenant agrees peaceably to surrender the Premises, including
any alterations or additions made thereto, to the Landlord in a
state of good repair, reasonable wear and tear and damage by
fire, lightening and storm only excepted.
(4) The Tenant shall immediately give written notice to the
Landlord of any substantial damage that occurs to the premises
from any cause.
7. ALTERATIONS AND ADDITIONS
(1) If the Tenant, during the Term of this Lease or any renewal
of it, desires to make any alterations or additions to the
Premises, including but not limited to: erecting partitions,
attaching equipment, and installing necessary furnishings or
additional equipment of the Tenant's business, the Tenant may do
so at his own expense, at any time and from time to time, if the
following conditions are met:
(a) before undertaking any alteration or addition the
Tenant shall submit to the Landlord a plan showing the proposed
alterations or additions and the Tenant shall not proceed to make
any alteration or addition unless the Landlord has approved the
plan, and the Landlord shall not unreasonably or arbitrarily
withhold his approval;
(i) and items included in the plan which are regarded
by the Tenant as "Trade Fixtures" shall be
designated as such on the plan;
(b) any and all alterations or additions to the Premises
made by the Tenant must comply with all applicable building code
standards and by-laws of the municipality in which the Premises
are located.
(2) The Tenant shall be responsible for and pay the cost of any
alterations, additions, installations or improvements that any
governing authority, municipal, provincial or otherwise, may
require to be made in, on or to the Premises.
(3) No sign, advertisement or notice shall be inscribed, painted
or affixed by the Tenant, or any person on the Tenant's behalf,
on any part of the inside or outside of the building in which the
Premises are located unless the sign, advertisement or notice has
been approved in every respect by the Landlord.
(4) All alterations and additions to the Premises made by or on
behalf of the Tenant, other than the Tenant's Trade Fixtures,
shall immediately become the property of the Landlord without
compensation to the Tenant.
(5) The Tenant agrees, at his own expense and by whatever means
may be necessary, immediately to obtain the release or discharge
of any encumbrance that may be registered against the Landlord's
property in connection with any additions or alterations to the
Premises made by the Tenant or in connection with any other
activity of the Tenant.
(6) If the Tenant has complied with his obligations according to
the provisions of this Lease, the Tenant may remove his Trade
Fixtures at the end of the Term or other termination of this
Lease and the Tenant covenants that he will make good and repair
or replace as necessary any damage caused to the Premises by the
removal of the Tenant's Trade Fixtures.
(7) Other than as provided in paragraph 7(6) above, the Tenant
shall not, during the term of this Lease or anytime thereafter
remove from the Premises any Trade Fixtures or other goods and
chattels of the Tenant except in the following circumstances:
(a) the removal is in the ordinary course of business;
(b) the Trade Fixture has become unnecessary for the
Tenant's business or is being replaced by a new or similar Trade
Fixture; or
(c) the Landlord has consented in writing to the removal;
but in any case the Tenant shall make good any damage caused to
the Premises by the installation or removal of any Trade
Fixtures, equipment, partitions, furnishings and any other
objects whatsoever brought onto the Premises by the Tenant.
(8) The Tenant shall, at his own expense, if requested by the
Landlord, remove any or all additions or improvements made by the
Tenant to the Premises during the Term and shall repair all
damage caused by the installation or the removal or both.
(9) The Tenant shall not bring onto the Premises or any part of
the Premises any machinery, equipment or any other thing that
might in the opinion of the Landlord, by reason of its weight,
size or use, damage the Premises or overload the floors of the
Premises;
(a) and if the Premises are damaged or overloaded the
Tenant shall restore the Premises immediately or pay to the
Landlord the cost of restoring the Premises.
8. INSURANCE
(1) During the Term of this Lease and any renewal thereof the
Landlord shall maintain with respect to the Premises, insurance
coverage insuring against:
(a) loss or damage by fire, lightening, storm and other
perils that may cause damage to the Premises or the property of
the Landlord in which the Premises are located as are commonly
provided for as extended perils coverage or as may be reasonably
required and obtained by the Landlord;
(i) and the insurance policy shall provide coverage on
a replacement cost basis in an amount sufficient to
cover the cost of all signs and leasehold improvements;
(b) liability for bodily injury or death or property damage
sustained by third parties up to such limits as the Landlord in
his sole discretion deems advisable;
(c) rental income protection insurance with respect to fire
and other perils to the extent of one year's Rent payable under
this Lease;
(i) but such insurance and any payment of the proceeds
thereof to the Landlord shall not relieve the Tenant of
its obligations to continue to pay rent during any
period of rebuilding, replacement, repairing or
restoration of the Premises except as provided in
Section 9.
(2) The Tenant covenants to keep the Landlord indemnified
against all claims and demands whatsoever by any person, whether
in respect of damage to person or property, arising out of or
occasioned by the maintenance, use or occupancy of the Premises
or the subletting or assignment of same or any part thereof, and
the Tenant further covenants to indemnify the Landlord with
respect to any encumbrance on or damage to the Premises
occasioned by or arising from the act, default, or negligence of
the tenant, its officers, agents, servants, employees,
contractors, customers, invitees or licensees:
(a) and the Tenant agrees that the foregoing indemnity
shall survive the termination of this Lease notwithstanding any
provisions of this Lease to the contrary.
(3) Paragraph Intentionally Deleted.
(4) The Tenant shall carry insurance in his own name insuring
against the risk of damage to the Tenant's property within the
Premises caused by fire or other perils and the policy shall
provide for coverage on a replacement cost basis to protect the
Tenant's stock-in-trade, equipment, Trade Fixtures, decorations
and improvements.
(5) The Tenant shall carry public liability and property damage
insurance in which policy the Landlord shall be named insured and
the policy shall include a cross-liability endorsement;
(a) and the Tenant shall provide the Landlord with a copy
of the policy.
9. DAMAGE TO THE PREMISES
(1) If the Premises or the building in which the Premises are
located, are damaged or destroyed, in whole or in part, by fire
or other peril, then the following provisions shall apply:
(a) if the damage or destruction renders the Premises unfit
for occupancy and impossible to repair or rebuild using
reasonable diligence within 120 clear days from the happening of
such damage or destruction, then the Term hereby granted shall
cease from the date the damage or destruction occurred, and the
Tenant shall immediately surrender the remainder of the term and
give possession of the premises to the Landlord, and the Rent
from the time of the surrender shall abate;
(b) if the Premises can with reasonable diligence be
repaired and rendered fit for occupancy within 120 days from the
happening of the damage or destruction, but the damage renders
the Premises wholly unfit for occupancy, then the rent hereby
reserved shall not accrue after the day that such damage
occurred, or while the process of repair is going on, and the
Landlord shall repair the Premises with all reasonable speed, and
the Tenant's obligation to pay Rent shall resume immediately
after the necessary repairs have been completed;
(c) If the leased Premises can be repaired within 120 days
as aforesaid, but the damage is such that the leased Premises are
capable of being partially used, then until such damage has been
repaired, the Tenant shall continue in possession and the rent
shall abate proportionally.
(2) Any question as to the degree of damage or destruction or
the period of time required to repair or rebuild shall be
determined by an architect retained by the Landlord.
(3) Apart from the provisions of Section 9(1) there shall be no
abatement from or reduction of the Rent payable by the Tenant,
nor shall the Tenant be entitled to claim against the Landlord
for any damages, general or special, caused by fire, water,
sprinkler systems, partial or temporary failure or stoppage of
services or utilities which the Landlord is obliged to provide
according to this Lease, from any cause whatsoever.
10. ACT OF DEFAULT AND LANDLORD'S REMEDIES
(1) An Act of Default has occurred when:
(a) the Tenant has failed to pay Rent for a period of 15
consecutive days, regardless of whether demand for payment has
been made or not;
(b) the Tenant has breached his covenants or failed to
perform any of his obligations under this Lease; and
(i) the Landlord has given notice specifying the
nature of the default and the steps required
to correct it; and
(ii) the Tenant has failed to correct the default
as required by the notice;
(c) the Tenant has;
(i) become bankrupt or insolvent or made an
assignment for the benefit of Creditors;
(ii) had its property seized or attached in
satisfaction of a judgment;
(iii) had a receiver appointed;
(iv) committed any act or neglected to do anything
with the result that a Construction Lien or
other encumbrance is registered against the
Landlord's property;
(v) without the consent of the Landlord, made or
entered into an agreement to make a sale of
its assets to which the Bulk Sales Act
applies;
(vi) taken action if the Tenant is a corporation,
with a view to winding up, dissolution or
liquidation;
(d) any insurance policy is cancelled or not renewed by
reason of the use or occupation of the Premises, or by reason of
non-payment of premiums;
(e) the Premises;
(i) become vacant or remain unoccupied for a
period of 30 consecutive days; or
(ii) are not open for business on more than thirty
(30) business days in any twelve (12) month
period or on any twelve (12) consecutive
business days;
(iii) are used by any other person or persons, or
for any other purpose than as provided for in
this Lease without the written consent of the
Landlord.
(2) When an Act of Default on the part of the Tenant has
occurred:
(a) the current month's rent together with the next three
months' rent shall become due and payable immediately; and
(b) the Landlord shall have the right to terminate this
Lease and to re-enter the Premises and deal with them as he may
choose.
(3) If, because an Act of Default has occurred, the Landlord
exercises his right to terminate this Lease and re-enter the
Premises prior to the end of the Term, the Tenant shall
nevertheless be liable for payment of Rent and all other amounts
payable by the Tenant in accordance with the provisions of this
Lease until the Landlord has re-let the Premises or otherwise
dealt with the Premises in such manner that the cessation of
payments by the Tenant will not result in loss to the Landlord:
(a) and the Tenant agrees to be liable to the Landlord,
until the end of the Term of this Lease for payment of any
difference between the amount of Rent hereby agreed to be paid
for the Term hereby granted and the Rent any new tenant pays to
the Landlord.
(4) The Tenant covenants that notwithstanding any present or
future Act of the Legislature of the Province of Ontario, the
personal property of the tenant during the term of this Lease
shall not exempt from levy by distress for Rent in arrears:
(a) and the Tenant acknowledges that it is upon the express
understanding that there should be no such exemption that this
Lease is entered into, and by executing this Lease:
(i) the Tenant waives the benefit of any such
legislative provisions which might otherwise be
available to the Tenant in the absence of this
agreement; and
(ii) the Tenant agrees that the Landlord may plead this
covenant as an estoppel against the Tenant if an
action is brought to test the Landlord's right to
levy distress against the Tenant's property.
(5) If, when an Act of Default has occurred, the Landlord
chooses not to terminate the lease and re-enter the Premises, the
Landlord shall have the right to take any and all necessary steps
to rectify and or all Acts of Default of the Tenant and to charge
the costs of such rectification to the Tenant and to recover the
costs as Rent.
(6) If, when an Act of Default has occurred, the Landlord
chooses to waive his right to exercise the remedies available to
him under this Lease or at the law the waiver shall not
constitute condonation of the Act of Default, nor shall the
waiver be pleaded as an estoppel against the Landlord to prevent
his exercising his remedies with respect to the subsequent Act of
Default:
(a) No covenant, term, or condition of this Lease shall be
deemed to have been waived by the Landlord unless the waiver is
in writing and signed by the Landlord.
11. TERMINATION UPON NOTICE AND AT END OF TERM
(1) Paragraph Intentionally Deleted.
(2) Paragraph Intentionally Deleted.
(3) The Tenant agrees to permit the Landlord during the last
three months of the Term of this Lease to display "For Rent" or
"For Sale" signs or both at the Premises and to show the Premises
to prospective new tenants or purchasers and to permit anyone
having written authority of the Landlord to view the Premises at
reasonable hours. Twenty-four hours notice must be given to the
Tenant prior to any and all appointments to view the Premises.
(4) If the Tenant remains in possession of the Premises after
termination of this Lease as aforesaid and if the Landlord then
accepts rent for the Premises from the Tenant, it is agreed that
such overholding by the Tenant and acceptance of Rent by the
Landlord shall create an automatic renewal of this Lease and the
tenancy shall remain subject to all the terms and conditions of
this Lease except as follows:
(a) The Term shall be extended for a period of One Year
from the termination date of the term then expiring (the
"Extended Term").
(b) The Landlord only shall have the right to terminate the
tenancy during the Extended Term by giving the Tenant 30 days
written notice.
(c) The Rental Rate during the Extended Term shall be 110%
of the rental rate as calculated during the last year of the Term
then expiring.
12. ACKNOWLEDGEMENT BY TENANT
(1) The Tenant agrees that he will at any time or times during
the term, upon being given at least forty-eight (48) hours prior
written notice, execute and deliver to the Landlord a statement
in writing certifying:
(a) that this Lease is unmodified and is in full force and
effect (or if modified stating the modifications and confirming
that the Lease is in full force and effect as modified;
(b) the amount of Rent being paid;
(c) the dates to which Rent has been paid;
(d) other charges payable under this Lease which have been
paid;
(e) particulars of any prepayment of rent or security
deposits; and
(f) particulars of any subtenancies.
13. SUBORDINATION AND POSTPONEMENT
(1) This Lease and all the rights of the Tenant under this Lease
are subject and subordinate to any and all charges against the
land, buildings or improvements of which the Premises form part,
whether the charge is in the nature of a mortgage, trust deed,
lien or any other form of charge arising from the financing or
re-financing, including extensions or renewals, of the Landlord's
interest in the property.
(2) Upon the request of the Landlord the Tenant will execute any
form required to subordinate this Lease and the Tenant's rights
to any such charge, and will, if required, attorn to the holder
of the charge.
(3) No subordination by the Tenant shall have the effect of
permitting the holder of any charge to disturb the occupation and
possession of the Premises by the Tenant as long as the Tenant
performs his obligations under this Lease.
14. RULES AND REGULATIONS
The Tenant agrees on behalf of itself and all persons entering
the Premises with the Tenant's authority or permission to abide
by such reasonable rules and regulations that form part of this
Lease and as the Landlord may make from time to time.
15. NOTICE
(1) Any notice required or permitted to be given by one party to
the other pursuant to the terms of this Lease may be given to
the:
(a) Landlord at:
93 Dundas Street East, Suite 115, Mississauga, Ontario L5A 1W7
Attn: Jay Rolin Telephone: (905) 276-3143 Fax: (905) 276-5903
(b) Tenant at the Premises.
(2) The above addresses may be changed at any time by giving ten
(10) days written notice.
(3) Any notice given by one party to the other in accordance
with the provisions of this Lease shall be deemed conclusively to
have been received on the date delivered if the notice is served
personally or seventy-two (72) hours after mailing if the notice
is mailed.
16. REGISTRATION
The Tenant shall not at any time register notice of or a
copy of this Lease on title to the property of which the premises
form part without consent of the Landlord.
17. INTERPRETATION
(1) The words importing the singular number only shall include
the plural, and vice versa, and words importing the masculine
gender shall include the feminine gender and words importing
persons shall include firms and corporations and vice versa.
(2) Unless the context otherwise requires, the word "Landlord"
and the word "Tenant" wherever used herein shall be construed to
include the executors, administrators, successors and assigns of
the Landlord and Tenant, respectively.
(3) When there are two or more Tenants bound by the same
covenants herein contained, their obligations shall be joint and
several.
In Witness of the foregoing covenants the Landlord and the Tenant
have executed this Lease.
18. ACKNOWLEDGEMENT
The Landlord acknowledges that all of the chattels, material
and personal property in or about the Premises is not the
property of the Tenant and is the property of J.S. Consultants
and/or Jan Sulkiewicz.
In Witness of the foregoing covenants the Landlord and the Tenant
have executed this Lease.
Witness:
_______________________________ ________________________________
Landlord
Witness:
_______________________________ ________________________________
Tenant
SCHEDULE A
to Lease made between
LIONSGATE REALTY HOLDINGS INC.
the Landlord
and
STRATFORD ACQUISITION CORP.
the Tenant
1. The Tenant shall have the exclusive use of four (4) parking
spaces as outlined on the plan attached hereto. in accordance
with same, the Tenant may at his own cost designate those parking
spaces as reserved for his own use and will not hold the Landlord
responsible in the event that others may park in those designated
spots illegally. The Landlord shall give prior approval of the
method of designation for the parking spaces and may from time to
time demand the alteration of the Tenant's method of designation
of the parking spaces.
2. The Landlord hereby warrants that on the commencement date
of this Lease the existing HVAC, electrical and plumbing systems
shall be fully operational. The Tenant hereby covenants that he
will maintain these systems during the term of this Lease and any
extension thereof as would a prudent owner and upon termination
of the Lease the systems and any additions and/or modifications
thereof shall be fully operational, reasonable wear and tear
excluded, as indicated in the Lease.
3. The Landlord covenants that at his own cost will clean out
the existing wooden garbage bin enclosure behind the premises and
instruct the waste removal carrier to place the garbage bin
inside the enclosure.
SCHEDULE OF RULES AND REGULATIONS FORMING PART OF THIS LEASE
This schedule is for a large building in which the Tenant is one
of many Tenants.
The Tenant shall observe the following Rules and Regulations (as
amended, modified or supplemented from time to time by the
Landlord as provided in this Lease):
1. The sidewalks, entrances, elevators, stairways and corridors
of the building shall not be obstructed or used by the Tenant,
his agents, servants, contractors, invitees or employees for any
purpose other than access to and from the Premises.
2. Paragraph Intentionally Deleted.
3. The toilets, sinks, drains, washrooms and other water
apparatus shall not be used for any purpose other than those for
which they were constructed, and no sweepings, rubbish, rags,
ashes or other substances, such as chemicals, solvents, noxious
liquids or pollutants shall be thrown therein, and any damage
resulting to them from misuse shall be borne by the Tenant by
whom or by whose employees, agents, servants, contractors or
invitees the damage was caused.
4. Paragraph Intentionally Deleted.
5. The Tenant shall not perform any acts or carry on any
activity which may damage the Premises or the common areas or be
a nuisance to any other tenant.
6. No animals or birds shall be brought into the building or
kept on the Premises.
7. The Tenant shall not mark, drill into, bore or cut or in any
way damage or deface the walls, ceilings or floors of the
Premises. No wires, pipes or conduits shall be installed in the
Premises without prior written approval of the Landlord. No
broadloom or carpeting shall be affixed to the Premises by means
of a non-soluble adhesive or similar products.
8. No one shall use the Premises for sleeping apartments or
residential purposes, for the storage of personal effects or
articles other than those required for business purposes, or for
any illegal purpose.
9. The Tenant shall not use or permit the use of any
objectionable advertising medium such as, without limitation,
loudspeakers, public address systems, sound amplifiers, radio,
broadcast or television apparatus within the building which is in
any manner audible or visible outside the Premises.
10. Paragraph Intentionally Deleted.
11. Paragraph Intentionally Deleted.
12. No inflammable oils or other inflammable, toxic, dangerous
or explosive materials shall be kept or permitted to be kept in
or on the Premises.
13. Paragraph Intentionally Deleted.
14. Nothing shall be placed on the outside of windows or
projections of the Premises. No air-conditioning equipment shall
be placed at the windows of the Premises without the consent in
writing of the Landlord.
15. Paragraph Intentionally Deleted.
16. Paragraph Intentionally Deleted.
17. Canvassing, soliciting and peddling in the building is
prohibited.
18. The Tenant shall first obtain in writing the consent of the
Landlord to any alteration or modification to the electrical
system in the Premises and all such alterations and modifications
shall be completed at the Tenant's expense by an electrical
contractor acceptable to the Landlord.
19. The Tenant shall first obtain in writing the consent of the
Landlord to the placement by the Tenant or any garbage containers
or receptacle outside the Premises or building.
20. The Tenant shall not install or erect on or about the
Premises television antennae, communications towers, satellite
dishes or other such apparatus.
21. The Landlord shall have the right to make such other and
further reasonable rules and regulations and to alter, amend or
cancel all rules and regulations as in its judgement may from
time to time be needed for the safety, care and cleanliness of
the building and for the preservation of good order therein and
the same shall be kept and observed by the Tenant, his employees,
agents, servants, contractors or invitees. The Landlord may from
time to time waive any of such rules and regulations as applied
to particular tenants and is not liable to the Tenant for
breaches thereof by other tenants.
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