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Exhibit 10.3
LEASE
ARBUTUS SHOPPING CENTRE
OFFICE LEVEL
UNIT
#200
BETWEEN:
ARBUTUS VILLAGE
HOLDINGS LTD.
(the
Landlord)
AND:
NICHOLASWU
(the
Tenant)
Unit #200
ASC
INDEX
| 1 |
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Demise |
| 2 |
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Definitions |
| 3 |
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Term |
| 4 |
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Rental |
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| TENANTS COVENANTS |
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| 5 |
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Basic Annual Rent |
| 6 |
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Rental Provisions |
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(a) |
Security
Deposit |
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(b) |
Irregular
Periods |
| 7 |
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Taxes and Other Charges |
| 8 |
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Right to Contest Taxes |
| 9 |
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Repairs |
| 10 |
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Compliance with Laws. Etc. |
| 11 |
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Inspection of Premises |
| 12 |
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Assignment and Sub-letting: Change of Control of Tenant
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| 13 |
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Concessions |
| 14 |
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State of Repair at Termination: Removal of Fixtures
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| 15 |
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Insurance |
| 16 |
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Invalidation of Landlord's Insurance |
| 17 |
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Increase of Landlord's Insurance Rates
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| 18 |
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Indemnity |
| 19 |
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Alterations to Premises: Fitting Out and Finishing
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| 20 |
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Bankruptcy, Etc. |
| 21 |
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Operating Expenses |
| 22 |
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Use
of Premises |
| 23 |
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Distress |
| 24 |
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Subordination and Attornment by Tenant
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| 25 |
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Heating and Air Conditioning |
| 26 |
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Operating Covenants of Tenant |
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(a) |
Advertising
Signs |
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(b) |
Use of Name of
Shopping Centre |
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(c) |
Use of Trade Name
of Tenant |
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(d) |
Loud Speakers,
Etc. |
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(e) |
Hours of
Business |
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(f) |
Operation of
Business |
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(g) |
Damage to
Plumbing |
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(h) |
Injury to Shopping
Centre |
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(i) |
Overloading of
Floors |
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(j) |
Sanitary Condition
of Premises |
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(k) |
Cleaning of
Windows |
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(I) |
Control of
Parking |
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(m) |
Removal of
Signs |
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(n) |
Liens
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(o) |
Damage to the
Shopping Centre |
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(p) |
Repair of Services,
Etc. |
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(q) |
Notification of
Defects |
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(r) |
Installation of
Fire Equipment |
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(s) |
Soliciting in
Common Areas |
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| LANDLORD'S COVENANTS |
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| 27 |
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Quiet Enjoyment |
| 28 |
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Fire, Etc. Insurance |
| 29 |
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Use
of Common Areas |
| 30 |
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Maintenance of Common Areas |
-i -
INDEX
| ADDTlONAL
COVENANTS |
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| 31 |
. |
Use of Common Areas
of the Shopping Centre |
| 32 |
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Performance of
Tenant's Covenants by Landlord |
| 33 |
. |
Waivers by
Landlord |
| 34 |
. |
Destruction and
Damage by Fire, Etc. |
| 35 |
. |
A1terationlDemolition of Shopping
Centre |
| 36 |
. |
Damage from Water,
Etc. |
| 37 |
. |
Landlord Not
Responsible for Any Loss, Damage, Etc. |
| 38 |
. |
No Creation of
Partnership, Etc. |
| 39 |
. |
Notices |
| 40 |
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Overholding |
| 41 |
. |
Representations |
| 42 |
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Headings |
| 43 |
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Interpretation |
| 44 |
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Indemnifier's
Covenants |
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| SCHEDULES |
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| Schedule A
- Description of
Premises |
| Schedule B
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Legal Description
of Shopping Centre |
| Schedule C
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Description of
Landlord and Tenant's Work |
-ii -
ARBUTUS SHOPPING CENTRE
OFFICE
LEVEL
THIS LEASE dated February 12, 2007 in
pursuance of the "Land Transfer Form Act, Part 2", is made and
entered Into by the Landlord and Tenant named herein who. in
consideration of the covenants herein contained, agree as
follows:
| 1 |
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BASIC
TERMS |
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(a) |
(i) |
Landlord: |
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ARBUTUS VILLAGE HOLDINGS LTD. |
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(ii) |
Address of
Landlord: |
Suite 300,100 Park Royal |
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West
Vancouver, B.C. V7T 1A2 |
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(b) |
(i) |
Tenant: |
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NICHOLASWU |
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(ii) |
Address of
Tenant: |
721
- 202 nd Street
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Langley, Be V2Z 1V7 |
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(iii) |
Operating
Name: |
TBD TRUE HEALTH STUDIES |
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(bb) |
(i) |
Indemnifier: |
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N/A |
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(ii) |
Address
of |
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Indemnifier: |
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N/A |
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(c) |
Premises: |
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Unit
No. 200 - 4255 Arbutus Street, |
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Vancouver. B.C. V6J 4R1 |
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(d) |
Floor Area: |
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Approximately 840 square feet |
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(e) |
(i) |
Term: |
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Five
(5) years |
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(ii) |
Commencement
Date |
March 1, 2007 |
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(ill) |
Lease Expiration
Date: |
February 29,2012 |
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(f) |
Basic Rent: |
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Lease Years |
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Per
Square Foot |
Per
Annum |
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Per
Month |
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1-5 |
$ |
10.00 |
$8,400.00 |
$ |
700.00 |
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(g)
Fixturlng Period: |
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The Tenant shall have occupancy of the |
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Premises following execution of the Lease by |
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both parties until the Commencement Date for |
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the purposes of fixturing the Leased
Premises |
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(the "Fixturing Period"). During the Fixturing |
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Period, the Tenant shall be bound by all the |
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provisions of the Lease save those requiring |
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payment of Basic Rent or Additional Rent. |
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(h) |
Permitted Use: |
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For the purpose of an acupuncture,
chiropractic |
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and
massage practice. |
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(i) |
Deposit: |
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$4,722.09 , $2,381.04 to be applied against
the |
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first month's Base and Additional Rent plus
any |
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applicable Goods and Services Tax. $2,361.05 |
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to be held as
Security
Deposit. |
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(i) |
Restrictive Covenant: |
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N/A |
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WITNESSETH THAT IN
CONSIDERATION of the rents, covenants and
agreements hereinafter reserved and contained on the part of the
Tenant to be paid, observed and performed, the Landlord doth demise
and lease unto the Tenant the premises more partiCUlarly described
In Schedule "A" hereto (which premises are herein called the
"Premises" and form part of the Shopping Centre hereinafter
defined). Excepting and reserving unto the Landlord any pipes,
drains, wiring, conduits or any other services in the Premises used
or constructed in
-1-
connection with any other part of the
building in which the Premises are situate or any other premises
belonging to the Landlord or forming part of the Shopping
Centre.
| 2. |
DEFINITION S
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In this Lease the following words and
phrases shall, unless there Is something in the context
Inconsistent therewith, have the meanings herein specified
.
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(a) |
"Commencement Day" means the first day of
the term of this Lease or the anniversary of such first day as the
case may be ;
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(b) |
"Common Areas of the Shopping Centre" mean
the access roads, parking areas, malls, corridors, walkways,
stairways, escalators. plazas, landscaped areas, receiving and
loading areas, sidewalks and curbs, bus shelters and all other
facilities provided and as the same may be varied from time to time
for the use In common of Tenants, InVitees and licensees
of the Shopping Centre and not being contained within
any department store, food supermarket, office or other retail
unit :
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(c) |
"Floor Area" means the area of the floor
space of the Premises that lies within the exterior faces of
exterior walls, but where there Is a wall between the spaces
occupied by two or more separate occupants the centre of the
wall shell be used instead of the
exterior face thereof. The area within any bay or any recess of the
Premises shall be Included in Floor Area. There shall be no
deduction or exclusion for any space occupied by or used for
columns, stairs. elevators, escalators or other interior
construction or equipment. Floor Area shall be conclusively
determined by the Landlord ;
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(d) |
"Gross Leasable Area of the Shopping
Centre" means the total Floor Area of all leasable premises of the
Shopping Centre as herein defined ;
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(e) |
"Lease Year" means the period of twelve
(12) months commencing on the first day of the term of this Lease
or the anniversary of such first day as the case may be In each
year of this Lease ;
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(1) "Baslc Annual Rent" has the meaning assigned In sub-clause (a)
of clause 4 of this Lease ;
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(g) |
"Month" in this Lease means calendar
month ;
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(h) |
"OffIce Level" means the uppermost floor of
the Shopping Centre which is devoted to use as offices
.
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(i) |
"Operatlng Expenses" means such of the
Landlord's costs and expenses which are attributable to the
maintenance, operation, supervision and administration of the
Shopping Centre and shall include without limitation or
duplication :
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(i) |
the cost of all insurance in respect of
fire, earthquake, extended coverage endorsement perils, pubilc
liability and property damage and other casualties and
contingencies against which the Landlord may reasonably Insure
(Including loss of rental Income Insurance) applicable to the
Shopping Centre (together with all improvements thereon)
;
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(ii) |
all
taxes, rates, duties and assessments, including local improvement
rates, water and |
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sewer assessments that may be leVied, rated. charged or
assessed against the Common |
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Areas of the Shopping Centre or any part thereof. Provided
however that in the event that |
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there shall be no separate assessment of taxes in respect of
the Common Areas of the |
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Shopping Centre or any part thereof then the taxes which are
attributable thereto shall be |
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ascertained in the manner provided In paragraph 7(b)
hereof; |
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(iii) |
all heating, ventilating and air
conditioning costs attributable to the Common Areas of the Shopping
Centre .
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(iv) |
cost
of policing and providing security for supervision of the Shopping
Centre (together with |
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all
improvements thereon and of policing and supervising traffic to and
from the Shopping |
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Centre even though the personnel doing so are stationed off the
Shopping Centre; |
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(v) |
the cost of repairs and maintenance made by
the Landlord to the Common Areas of the Shopping Centre and the
facilities and equipment maintained and used by the Landlord to
maintain the Common Areas of the Shopping Centre
;
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(vi) |
depreciation at appropriate and equitable
rates In respect of facilities and equipment maintained end used by
the Landlord to maintain, heat and air-condition the Common
Areas of the Shopping Centre ;
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-2-
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(vii) |
the
cost of cleaning, sweeping, window washing, snow removal, de-icing,
redecorating, |
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renovating, gardening, landscaping (including the replacement
of plants, trees and shrubs) |
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the
Common Areas of the Shopping Centre, strlplng, patching and
repaving of all parking |
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facilities, and of maintaining and operating fire detection,
fire prevention, escalators, |
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elevators, lighting (Including replacement of lamps, ballasts,
light fixtures, etc.) and |
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communications systems of the Common Areas of the Shopping
Centre; |
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(viii) |
the
cost of all utilities including gas, electricity, water and sewer
for the Common Areas of |
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the
Shopping Centre; |
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(ix) |
remuneration (including contributions toward statutory and
other usual fringe benefits and |
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similar contributions) of persons to the extent engaged In
maintaining, operating, |
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administering and supervising the Shopping
Centre; |
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(x) |
the
cost of any slgnage that may be required; |
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(xi) |
an
administrative and supervisory fee equal to fifteen percent (16%)
of all Operating |
| Expenses as herein defined, save and except only the aforesaid
fee. |
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(j) |
"Premises" means the premises referred to In clause 1 and
described in Schedule "A" to this |
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Lease; |
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(k) |
"Recreation Centre" means the recreational area and facilities
comprising approximately 10,350 |
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square feet of Leasable Area and forming part of the Shopping
Centre which the Landlord |
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proposes to continue to lease as an independent facility for
the use and enjoyment of the residents |
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of
certain nearby residential buildings known as Arbutus
Village. |
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(I) |
"Retail Levels" means the two lower floors of the Shopping
Centre except the Recreation Centre |
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and
the indoor parking area. |
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(m) |
"Shopping Centre" means the lands and premises described in
Schedule "B" of this Lease and |
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the
commercial shopping centre situate thereon but specifically
excluding the Recreation Centre. |
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| 3 |
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(a) |
TO
HAVE AND TO HOLD the Premises from the Commencement Date as
specified in Section |
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1((e)(ii), for and during the term as provided in Section
1(e)(I) which shall end on the Lease |
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Expiration Date shown In Section 1(e)(iii), SUbject to the
conditions set forth In this Lease. |
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(b) |
If
the Premises are not ready for occupancy on the Commencement Day
then the Tenant shall |
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take
possession of the Premises as soon as the same are ready for
occupancy as determined by |
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the
Landlord and this Lease shall not be void or voidable nor shall the
Landlord be liable for any |
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loss
or damage reSUlting from the delay in the Tenant obtaining
possession. |
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| 4 |
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YIELDING AND PAYING therefor during the term of this Lease the
following rent in lawful money of Canada |
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payable in advance at the offices of the Landlord's Property
Manager, Maple Leaf Property Management. |
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Suite 300, 100 Park Royal. West Vancouver, British Columbia,
V7T 1A2. or at such other place as the |
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Landlord may from time to time designate in writing, that is to
say: |
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Rent
from the Commencement Day in accordance with the
proVisions of clause 5 of this
Lease |
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being the sum for each Lease Year which shall be as specified
in Section 1 (f) |
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(herein called the "Basic Annual
Renf'). |
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In
addition the Tenant shall pay as rent any amounts which under the
provtslons of clause 32 or elsewhere |
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in
this Lease are expressed to be paid by the Tenant as rent or
additional rent. The rent payable under
this |
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Lease shall be payable to the Landlord without any set-off,
compensation or deduction whatsoever. |
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| THE
TENANT COVENANTS WITH THE LANDLORD as
follows: |
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| 5 |
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BASIC ANNUAL
RENT
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(a) |
If
the Commencement Date shall be on the first day of a calendar
month, then the Tenant shall |
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pay
on the Commencement Date and on the first day of each ensuing month
of the term of the |
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Lease one-twelfth (1/12th) of the Basic Annual Rent,
or |
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(b) |
If
the Commencement Date shall not be on the first day of a calendar
month, then the Tenant shall |
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pay
on the Commencement Date the sum which Is the same proportion of
the amount being one- |
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twelfth (1/12th) of the Basic Annual Rent as the number of days
of the period from and including |
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(b)
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Irregular Periods |
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All
rental and other periodical payments reserved In this Lease shall
be deemed to accrue from |
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day to day and if for any
reason It becomes necessary to calculate rental or such payments
for |
| irregular periods, the appropriate pro-rata calculation shall
be made on a daily basis. |
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| 7 |
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TAXES AND OTHER CHARGES |
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(a)
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The
Tenant shall in each and every year during the said term pay and
discharge when called upon |
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by
the Landlord so to do all taxes. rates. duties and assessments,
including local improvement |
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rates. capital taxes, water and sewer assessments that may be
levied. rated. charged or assessed |
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against or attributable to |
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(I)
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the Premises and
the land upon which the Premises stand, |
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(Ii)
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this Lease and any
rents payable hereunder. and |
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(III)
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any buildings,
fixtures, equipment, goods, stock, machinery and facilities and
similar things |
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on the Premises
owned or brought thereon by the Tenant (and its
concessionaires, |
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licensees,
assignees and SUbtenants, if any) and every tax and licence fee in
respect of any |
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and every business
carried on thereon. or in respect of the occupancy of the Premises
by |
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the Tenant (and its
concessionaires, licensees, assignees and subtenants, if any)
whether |
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such taxes, licence
fees or other charges are imposed by any municipal. provincial,
federal |
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or other body
during the term hereby demised and all charges for electricity.
gas, water, |
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sewer and other
eervtces and any other rates In connection with such business and
will |
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indemnify and keep
indemnified the Landlord from and against payment of all loss,
cost, |
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charges and
expenses occasioned by, or ar1slng from all such taxes, rates,
duties, |
| assessments. local improvement rates, licence fees or other
charges. |
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(b)
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If
there shall be no separate assessment of taxes in respect of the
Premises or the land upon |
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which the Premises stand, then the taxes which are attributable
thereto shall be ascertained from |
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the
appropriate taxing authority, or, if the assessment for the land
upon which the Premises stand |
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shall not be ascertainable from the appropriate taxing
authority, the assessment for such land shall
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be
deemed to be the proportion of the assessment for the land included
in the Shopping Centre. |
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which shall be equal to the proportion which the area of the
land upon which the Premises stands |
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bears to the area of the land Included in the Shopping Centre
for taxation purposes, and if the |
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assessment for the Premises shall not be ascertainable from the
appropriate taxing authority. the |
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assessment for the Premises shall be deemed to
be the proportion of the assessment for the
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buildings included in the Shopping Centra which shall be equal
to the proportion which
the Floor |
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Area
of the Premises bears to the Gross Leasable Area of the buildings
included in the Shopping |
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Centre. If the assessment for improvements being the Tenant's
fixtures, eqUipment, machinery, |
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goods, facilities and similar things on the Premises shall not,
be ascertainable from the appropriate |
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taxing authority, the assessment for such improvements shall be
agreed between the parties |
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hereto or In default of agreement fixed by three arbitrators
under the provisions of the Commercial |
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Arbitration Act of Brftlsh Columbia. |
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(c)
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The
Landlord may allocate the property taxes of the Shopping Centre
between the Office Level |
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and
the Retail Levels In such manner as in the opinion of the Landlord
reflects the use by, and |
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Level or the Retail Levels. |
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(d) The property taxes referred to in
sub-clauses 7(a) and 7(b) above are, if the Premises is located on
the Office Level, that portion of the taxes allocated by the
Landlord pursuant to sub-clause 7(c) above, or if the Premises is
located on either of the Retail Levels, that portion of the taxes
allocated to the Retail Levels pursuant to sub-clause 7(c)
above.
(e) The Tenant will pay to the taxing
authorities, or to the Landlord, as the Landlord directs, before
delinquency all "Business Taxes·, Business Taxes means, (a)
the taxes, rates. duties, assessments and other charges that are
Imposed against or In respect of the improvements, equipment and
facilities of the Tenant on or in 1he Premises or the Shopping
Centre or any part of either of them or the Landlord on account of
its ownership of or Interest in either of them; and (b) every tax
or license fee that is imposed against or in respect of business
carried on in the Premises or In respect of the use or occupancy of
the Premises or any pert of the Shopping Centre by the Tenant or
Its subtenants or licensees, or against the Landlord or the Owners
on account of Its or their ownership of the Premises or the
Shopping Centre or any part of it. If there is not a separate bill
issued by the relevant authority for Business Taxes, the Tenant
will pay its Proportionate Share of the business taxes In respect
of the entire Shopping Centre.
(f) Despite any other
section or clause of this Lease, the Tenant shall pay to the
Landlord an amount equal to any and all goods and services taxes,
sales taxes, value added taxes, business transfer taxes, or any
other taxes imposed on the Landlord with respect to Basic Rent and
Additional Rent payable by the Tenant to 1he Landlord under this
Lease. or in respect of the rental of space under this Lease.
whether characterized as a goods and services tax, sales tax, value
added tax, business transfer tax, or otherwise (herein called
·Sales Tax") it being the intention of
the
parties that the Landlord shall be fully reimbursed by the
Tenant with respect to any and
all Sales Tax payable by the Landlord, The amount of the Sales Tax
so payable by the Tenant shall be calculated by the Landlord in
accordance with the applicable legislation and shall be paid to the
Landlord at the same time as the amounts to which such Sales Taxes
apply are payable to the Landlord under the terms of this Lease or
upon demand at such other time or times as the Landlord from time
to time detennlnes. Despite any other clause of this Lease the
amount paid under this clause 7(f) shall be deemed not to be
Basic, or Rent, but the Landlord shall have all the same remedies
for and rights of recovery of such amount as it
has for recovery of Basic Rent under this
Lease.
8. RIGHT TO
CONTEST TAXES
The Tenant shall have the right SUbject
to the Landlord's written consent and at its own expense to contest
by appropriate legal proceedings the validity of any tax,
rate, Including local improvement rates, assessment, licence fee or
other charges In respect of the Premises or any Improvements
thereon referred to in clause 7 of this Lease as long as such
contest could not involve or impend forfeiture, sale or disturbance
of the Landlord's Interest in the Premises or the Shopping Centre
and upon the first determination of any such contest, the
Tenant shall Immediately pay and satisfy the amount thereof found
to be due together with all costs, penalties and Interest. During
the bona fide period of such contest the Tenant shall be deemed not
to be in default under this Lease.
9. REPAIRS
(a) During the term of this Lease the Tenant
shall, at its own expense, operate and maintain and keep in first
class order and condition the Premises including plate glass and
floors but excluding the roof and external walls thereof and
promptly make all needed repairs and replacements thereto and to
equipment belonging to or connected with the Premises or used In
their operation save in respect of reasonable wear and tear and
damage by fire or other causes against which the Landlord has
insured and will repaint the Premises and replace carpeting and
renovate all Improvements. erections and fbctures made by the
Tenant to the Premises as and when reasonably required by the
Landlord;
(b) The Tenant shall pay to the Landlord the
cost of operating and maintaining and keeping in first class order
and condition during the term of this Lease any pipes, drains,
wiring, conduits or other services used or constructed exdusively
in connection with the Premises although outside of the
same.
10. COMPLIANCE
WITH LAWS, ETC.
The
Tenant shall observe and perform all of its obligations and all
matters and things necessary or expedient to be done. observed or
performed by It by virtue of any law, statute, by-law. ordinance,
regulation or lawful requirements of any governmental authority or
any public utility lawfUlly acting under statutory powers and In
any degree affecting the exercise or fulfilment In any manner of
any right or obligation arising under or as a result of this Lease
and affecting the Premises and the use thereof by the Tenant and
all demands and notices In pursuance of the same whether made or
served upon the Landlord or upon the Tenant. In the event of the
service of any statutory notice lawfully requiring the execution
of
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execution of works
by reason of anything done, omitted or permitted by the Tenant on
the Premises during the term of this Lease, the following
provisions shall (notwithstanding anything in this Lease contained)
have effect:
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(a)
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If such notice Is
served upon the Tenant, the Tenant shall forthwith forward the same
or a copy thereof to the Landlord and shall (unless a certificate
of exemption be obtained) forthwith, at its own expense, execute to
the satisfaction of the Landlord such works as the Landlord may
approve in order to comply with the requirements of the said
notice;
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(b)
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If such notice is
served upon the Landlord, the Landlord shall notify the Tenant and
thereupon the Tenant shall, at its own expense, forthwtth execute
to the satisfaction of the Landlord such works as the Landlord may
require In order to comply with such notice.
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INSPECTION OF
PREMISES
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It shall
be lawful for the Landlord and its employees and agents at
all reasonable times during the normal business hours during the
term of this Lease to enter Into the Premises to inspect the
condition thereof. Where an inspection reveals that repairs or
replacements are necessary, the Landlord shall give the Tenant
notice In Writing, and thereupon the Tenant Will, on receipt of the
notice forthwith proceed to make the necessary repairs or
replacements.
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ASSIGNMENT AND
SUB-LETTING: CHANGE OF CONTROL OF TENANT
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The Tenant shall
not assign or transfer this Lease or underlease or sublet the whole
or any part of the Premises without obtaining the consent In
writing of the Landlord which shall not be unreasonably withheld.
Notwithstanding any assignment or sublease the Tenant shall remain
fully liable on this Lease and shall not be released from
performing any of the terms, covenants and conditions of this
Lease. The Landlord shall not be deemed to be Withholding consent
unreasonably if the assignment or subletting be made to a person,
firm, partnership or body corporate which, in the opinion of the
Landlord is not sufficiently experienced in the conduct of the type
of business conducted In the Premises by the Tenant as allowed
under the provisions of this Lease or Is not sufficiently financed
or is financially unable to meet the Tenant's obligations under
this Lease. Provided further that, In case the Tenant shall wish to
assign or to sublet the whole Premises. the Landlord may, at its
option, instead of granting such consent cancel this Lease as from
the date upo
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