Loyalty Management Group
Canada Inc. , (the
“Tenant”) hereby offers to lease from 592423 Ontario
Inc. (“Landlord”) upon the following terms and
conditions:
The offer is to lease
premises having a rentable area (“Rentable Area”) of
approximately One Hundred and Seventy six Thousand, Nine Hundred
and Eighty (176,980) square feet, in the location as shown hatched
in black on the floor plan attached hereto as Schedule
“A-1” , (the “Leased Premises”),
being all of the 2 nd
, 3
rd
, 4
th
, 5
th
, 6
th
, 7
th
, 8
th
, 9
th
, 10
th
, and
11 th
floors (each
containing 17,698 sq.ft. of Rentable Area) of the building located
municipally at 438 University Avenue, Toronto, Ontario (the
“Building”).
The Rentable Area of the
Leased Premises has been measured and certified by Landlord’s
consultant (which certification has been provided to Tenant) in
accordance with the standard method for measuring floor areas in
office buildings, known as B.O.M.A. Standard ANSI Z65.1 –
1996 floor measurement standards, and the parties acknowledge that
such measurement is correct.
(a) Landlord hereby
represents and warrants to Tenant that its existing lease (the
“Current Lease”) with the existing tenant of the 12th
floor of the Building (the “CT”) expires on
October 31, 2007 and contains options to extend the term of
the Current Lease for two (2) further separate and consecutive
periods of five (5) years each upon written notice delivered
to Landlord on or before April 30, 2007 in the case of the
first extension and April 30, 2012 in the case of the second
extension.
(b) Subject to
subclause (d) below, at some time between October 1, 2011
and March 1, 2013 (the “A. P. Commencement Date”),
Landlord shall lease to Tenant and Tenant shall lease from Landlord
additional office space in the Building (the “Additional
Premises”). The Additional Premises shall consist of the
entire 12th floor of the Building in the event the CT fails to
exercise its first option to extend the term of the Current Lease
or the 12th floor of the Building is as of October 1, 2009,
vacant and available for lease but otherwise shall consist of one
full floor of the 14th, 15th, 16th, 17th and 18th floors of the
Building. Landlord acknowledges and agrees that it is
Tenant’s preference that the Additional Premises comprise the
entire 12th floor of the Building and Landlord shall use reasonable
commercial efforts to accommodate such preference.
Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 1 of
38
(c) Subject to
subclause (d) below, the lease of the Additional Premises
shall commence on the A. P. Commencement Date and shall be
coterminous with the Term (including any extension(s) or renewal(s)
thereof, if exercised) and shall otherwise be under the same terms
and conditions as this Offer to Lease, which shall apply mutatis
mutandis, subject to the following provisions:
(i)
Landlord shall on or before October 1, 2009 provide written
notice to Tenant of the exact location of the Additional Premises
and the A. P. Commencement Date. Landlord will complete the
Landlord’s Work to the Additional Premises and deliver vacant
possession of same to Tenant no later than three (3) months
prior to the A. P. Commencement Date and Tenant shall thereafter to
and including the day immediately proceeding the A. P. Commencement
Date be permitted on a gross rent free basis to complete its
Tenant’s Work to the Additional Premises.
(ii)
As provided for in this Offer to Lease Landlord shall provide to
Tenant a leasehold improvement allowance for the Additional
Premises. The value of the leasehold improvement allowance shall be
prorated over the remaining Term after the A. P. Commencement Date
and shall be equal to $0.291667 multiplied by the remaining months
of the Term after the A. P. Commencement Date multiplied by the
Rentable Area of the Additional Premises.
(d) Notwithstanding
anything contained in this Section 2 of this Offer to Lease,
in the event that Tenant has on or before October 1, 2009
leased or committed to lease pursuant to Section 27 of this
Offer to Lease or otherwise, additional premises in the Building
(other than the Leased Premises) consisting of at least 17,698
square feet of Rentable Area, then the provisions of this
Section 2 of this Offer to Lease thereafter shall be null and
void and of no further force and effect.
The term of the lease
shall be for ten (10) years and fourteen (14) days,
commencing September 17, 2007, or such date as may be extended
pursuant to
Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 2 of
38
paragraph
–35- of this Offer to Lease, (the “Commencement
Date”), and expiring on the last day of September 2017
(the “Term”).
Tenant shall have the
right to occupy and commence operation in the Leased Premises prior
to the Commencement Date, provided that both Tenant’s Work
and Landlord’s Work have been completed. Should Tenant occupy
the Leased Premises prior to the Commencement Date, Tenant shall be
governed by the terms and conditions of this offer with Landlord,
save for the payment of any Net Rent, and the realty tax component
of Additional Rent. For clarity purposes, the Tenant shall be
responsible for the payment of operating costs and Tenant hydro for
the portion of the Leased Premises that it occupies and operates
its business in prior to the Commencement Date. Should the Tenant
request the Landlord to complete the Landlord’s Work prior to
December 31, 2006 (on space that is located on the 4th to 7th
floors only), the Tenant shall be responsible for the payment of
Additional Rent for any period that it occupies and operates its
business in prior to December 31, 2006. Prior to occupancy,
the Tenant shall provide evidence of insurance coverage
satisfactory to the Landlord, acting reasonably.
Landlord shall be
responsible for the cost and installation of the work outlined on
the schedule attached hereto as Schedule “B”
(the “Landlord’s Work”). Landlord covenants and
agrees to use its reasonable commercial efforts to complete its
Landlord’s Work prior to the Access Date (as defined in
paragraph -5- herein), subject to force majeure outlined in
paragraph
-35- herein.
Notwithstanding anything
contained herein, Tenant may request Landlord to complete
Landlord’s Work to any one or more of the following floors
(on a full floor basis only), being the 4 th
, 5
th
, 6
th
, and/or
7 th
floors in the
Building, upon two (2) months written notice provided by
Tenant to Landlord.
Landlord shall complete
Landlord’s Work to such an extent that will permit Tenant to
commence and complete Tenant’s Work without interference by
Landlord’s workmen or work on the 2nd, 4th, 5th, 6th, 7th,
8th, 9th, 10th and 11th floors on or before December 31, 2006
and on the 3rd floor on or before June 1, 2007 (the
Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 3 of
38
“Access
Dates”), to permit Tenant to carry out the construction of
its Tenant’s Work, and for the installation of Tenant’s
trade fixtures and equipment.
Tenant shall pay to
Landlord net rent (the “Net Rent”) throughout the Term
calculated as follows:
From Commencement Date to last day of Term,
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1 (plus
14 days) to 5
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$16.00 per
rentable sq.ft. per annum; and
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6 to
10
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$16.50 per
rentable sq.ft. per annum
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The Net Rent shall be paid
by way of equal monthly instalments of one-twelfth (1/12) the Net
Rent, in advance, on the first day of each month of the Term. The
first instalment of Net Rent shall be paid on the Commencement Date
in respect of the first 14 days of the Term and each
subsequent instalment shall be paid on the first day of each month
of the Term.
Tenant shall be
responsible for the payment of all realty taxes, operating costs,
utility charges directly applicable to the Leased Premises on a
proportionate share or direct charge basis, as described and
provided for in the Landlord’s standard form of lease as
amended pursuant to Section -41- herein (“Lease Form”)
with Landlord (the “Additional Rent”). Tenant’s
annual amount of Additional Rent shall be estimated by Landlord
acting reasonably and shall be paid in advance in equal monthly
instalments of one-twelfth (1/12) the Additional Rent, plus GST,
commencing on the Commencement Date (in accordance with paragraph 6
herein).
The Additional Rent for
the calendar year 2005 is estimated to be $17.10 per rentable
sq.ft. and composed of the following estimates:
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$8.38 per
rentable sq.ft. per annum*
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$7.72 per
rentable sq.ft. per annum**
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$1.00 per
rentable sq.ft. per annum*
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$17.10 per
rentable sq.ft. per annum
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Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 4 of
38
* No management or
administration fee shall be eligible
** This estimate includes
a management and administration fee which is not to exceed 15% of
Operating Costs
The Tenant and Landlord
acknowledge that the above amount for Additional Rent is an
estimate only and is subject to adjustment based on actual costs.
It is further acknowledged that the estimate is based on current
Building Operating Hours and will increase as a result of the
increased Building Operating Hours outlined in Section -12-
herein.
Landlord agrees to provide
Tenant with an audited accounting of the actual Operating Costs
payable by Tenant for the relevant calendar year of the Term within
one hundred and twenty (120) days of the end of each calendar
year during the Term and the parties agree to make all adjustments
to the said Operating Costs payments forthwith. Tenant shall have
the right exercisable by the delivery of written notice to Landlord
within eighteen (18) months following receipt by it of the
relevant audited accounting of such Operating Costs for the
relevant calendar year of the Term, upon reasonable prior notice to
have access to Landlord’s books and records respecting such
Operating Costs of the Building for the relevant calendar year of
the Term for the purposes of verifying same, provided that such
verification is completed by a chartered accounting firm that is
not compensated on a contingency basis. Such verification shall be
done at the sole cost and expense of Tenant unless the results of
such verification indicate that the Operating Costs for the
relevant calendar year have been overstated by 4% or more, in which
event Landlord shall reimburse Tenant for its costs of such
verification within fifteen (15) days of receipt of an invoice
therefor, failing which, Tenant shall be entitled to deduct same
from the rent. Tenant shall reimburse Landlord for its reasonable
bona fide out-of-pocket costs incurred in respect of any such
verification by Tenant, unless the results of such verification
indicate that the Operating Costs for the relevant calendar year of
the Term have been overstated by 4% or more, in which event
Landlord shall be responsible for all such out-of-pocket costs. For
greater certainty should Tenant fail to provide Landlord with
written notice of the exercise of its rights hereunder within
eighteen (18) months of receipt by it of the relevant audited
accounting of such Operating Costs for the relevant calendar year
of the Term, Tenant’s right to conduct such verification for
such relevant calendar year of the Term shall become null and
void.
Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 5 of
38
Tenant shall be
responsible for its telecommunication charges and any other special
services provided to the Leased Premises, at its request. In
addition, Tenant shall maintain insurance for the Leased Premises
in accordance with the Lease Form.
Tenant and Landlord agree
that rent payable under paragraph -6- (Net Rent) shall be
net in all respects to Landlord (except as provided for herein),
and that Tenant shall pay legislated taxes, such as the goods and
services tax (G.S.T.), cost of utilities consumed in the Leased
Premises, real estate tax and operating costs for the Leased
Premises, but specifically excluding:
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a.)
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income taxes, capital taxes, or
corporate taxes, and all other charges and imposts personal to
Landlord;
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b.)
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rent payable under any ground lease
or other superior lease;
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c.)
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all
amounts which otherwise will be included in the Building’s
operating costs and are charged by Landlord, acting reasonably, to
other tenants, or third parties;
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d.)
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the
cost of arranging financing and any and all interest on debt and
the capital retirement of debt of Landlord;
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e.)
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any
cost or penalty incurred as a result of Landlord’s default
respecting its obligations as per the mortgage or other obligations
affecting the Building or the lands;
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f.)
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the
cost of commissions, advertising, legal expenses, inducements,
allowances and improvements in connection with the leasing of the
Building;
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g.)
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capital expenditures that are
incurred for (i) the replacing, upgrading, improving, or
repairing the structure of the Building limited to, the roof
(excluding the roof membrane and roof covering), load bearing
walls, floor slabs and masonry walls, the columns, the ceilings,
the foundation, the exterior walls of the Building, and the
Building’s below grade parking structure; or
(ii) completing upgrades to the Building which are intended or
designed to alter the character of the Building;
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h.)
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cost of enforcing leases or
obligations of tenants;
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Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 6 of
38
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i.)
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bad
debts and any costs incurred in the collection of such bad debts,
including legal costs associated with the same;
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j.)
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any
amount payable due to Landlord’s non compliance with any law,
bylaw, regulation, or act;
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k.)
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costs of repairing damage or
destruction arising from an insured peril or cause, or a peril or
cause required to be insured against by Landlord;
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l.)
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costs which are otherwise Landlord
responsibilities under its lease with Tenant;
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m.)
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a
management and, or administrative fee totalling in excess of 15% of
Operating Costs, excluding taxes; and
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n.)
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costs incurred in connection with
any pollution, or contamination not caused by Tenant, including
clean up and remediation.
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10.
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Landlord Obligation to Maintain,
Repair & Operate:
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Notwithstanding the
foregoing, Landlord shall throughout the Term and any extension(s)
thereof operate, secure, maintain, repair and replace the Building,
including without limitation, its common areas and facilities and
all base building mechanical, electrical and plumbing systems, and
equipment in accordance with all applicable governmental laws,
by-laws and regulations and in a first class manner as would a
prudent owner of a similar building, of similar age, use and class
in the area in which the Building is located, subject to the
Landlord’s right to charge back certain of such charges in
the Operating Costs.
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11.
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Condition of Leased
Premises:
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Except for the
Landlord’s Work, as described herein, Tenant shall accept the
Leased Premises on an “as is” basis, and with the
understanding that any leasehold improvements currently in place
shall remain for the use of Tenant, for the duration of the Term,
and any renewal, or extension thereof.
Landlord and Tenant
acknowledge that the Building operating hours shall be Monday
through Friday from 8:00 a.m. to11:59 p.m., Saturday from 8:00
a.m. to 6:00 p.m., and Sunday from 11:00 am to 1:00 p.m., (the
“Building Operating Hours”). Heating, ventilation and
air conditioning (“HVAC”) shall be provided during the
Building Operating Hours. In addition, Landlord will make available
HVAC services outside of Building Operating Hours to Tenant, which
cost to Tenant shall be equal to the Landlord’s costs to
provide such after-hour HVAC, with no profit.
Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 7 of
38
Landlord shall allow
Tenant, its agents, clerks, servants, employees and other persons
transacting business with it to have access to the Leased Premises
by the main entrance or entrances of the Building and Leased
Premises and to use stairways and passages therefrom, and parking
areas at all times, 365 days a year, on a 24 hour basis,
subject to the rules and regulations provided in the Lease Form,
and subject to emergencies.
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14.
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Leasehold Improvement
Allowance :
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a)
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It
is understood and agreed that Landlord shall pay to Tenant a
leasehold improvement allowance being the sum of thirty-five
dollars ($35.00) per sq.ft. multiplied by the Rentable Area of the
Leased Premises, together with GST thereon, (the “Leasehold
Improvement Allowance”). Tenant shall use the Leasehold
Improvement Allowance to pay the cost of Tenant’s work in the
Leased Premises for its use and operation.
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b)
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Notwithstanding the provisions of
the foregoing, Landlord shall, on no more than three
(3) occasions, allow Tenant to draw portions of the Leasehold
Improvement Allowance, which shall be payable within thirty
(30) days following the date of the Tenant’s written
request for such draw, subject to construction lien holdback, which
shall be no more than 10% in the aggregate of the said Leasehold
Improvement Allowance.
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c)
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Payment of each progress draw shall
be subject to the following:
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i)
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delivery of invoices for costs
incurred to date of such advance;
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ii)
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Tenant satisfying Landlord that the
value of the construction materials and labour is commensurate with
the amounts invoiced;
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iii)
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statement of Tenant’s
contractor certifying that the level of work has been completed in
respect to the current progress draw for the same has been made to
Landlord; and
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iv)
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a
draw request from Tenant to Landlord, including therewith
Tenant’s G.S.T registration number.
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Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 8 of
38
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d)
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In
addition to the foregoing provisions the final advance of the
Leasehold Improvement Allowance for the Leased Premises shall be
payable upon the following conditions:
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i)
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the
delivery to Landlord of proof of payment of worker’s
compensation assessment for all Tenant’s contractors and
subcontractors
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ii)
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the
completion of Tenant’s leasehold improvements and trade
fixtures, and
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iii)
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the
delivery to Landlord of a statutory declaration stating that there
are no construction liens registered or outstanding affecting the
Leased Premises in respect to Tenant’s leasehold
improvements, or trade fixtures, and that all accounts for work,
services or materials have been paid in full with respect to
Tenant’s leasehold improvements and trade
fixtures.
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e)
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If
Landlord fails to pay any instalment(s) of the Leasehold
Improvement Allowance to Tenant when otherwise due to Tenant, then
Tenant may set-off any such unpaid instalment(s) together with
interest thereon at a rate of six (6) percent per annum from
the Net Rent and Additional Rent next coming due until set-off in
full.
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Tenant shall be
responsible for all work to prepare the Leased Premises for its
occupancy not provided under Landlord’s Work including, but
not limited to, the installation and cost of all its internal
partitions, fixtures, electrical wiring, telecommunication cabling
and plumbing costs, together with the cost of any modifications to
the ceiling, light or heating ventilation and air-conditioning
systems in the Leased Premises, as required by Tenant’s
occupancy, excluding any Landlord’s Work provided for herein
(the “Tenant’s Work”).
Tenant shall also be
responsible for the cost of installing any special equipment
required by its occupancy. Tenant’s Work shall be completed
in a good and workmanlike manner and subject to the prior written
approval of Tenant’s plans by Landlord, acting reasonably, as
detailed and provided for in paragraph -16- contained
herein.
Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 9 of
38
Tenant shall bear
(i) the out-of-pocket costs of all Landlord’s plan
reviews and approvals in respect of the mechanical and electrical
components of Tenant’s Work in an amount not to exceed
$9,000.00 (plus GST), and (ii) the reasonable out-of-pocket
costs incurred by Landlord in retaining its base building or
designated engineer(s) or consultant(s) to review and approve the
plans for any other component(s) of Tenant’s Work (save for
the mechanical and electrical components as aforesaid), unless
Tenant engages the services of any such base building or designated
engineer(s) or consultant(s) with respect to any such component(s)
of Tenant’s Work in which event Tenant shall not be
responsible for any costs incurred by Landlord in respect thereof.
Tenant shall not be responsible for any charges for electrical use
or other security, management, supervision, or elevator use, or
other special Landlord costs, during the construction of
Tenant’s Work or Landlord’s Work, prior to the
Commencement Date. Landlord shall co-ordinate with Tenant the use
of one (1) service elevator for Tenant’s use during its
Fixturing Period.
Tenant shall submit to
Landlord working drawings of its proposed improvements to the
Leased Premises, such drawings must be approved by Landlord prior
to the commencement of any such work, provided that such work shall
be done by qualified and licensed contractors or sub-contractors of
whom Landlord shall have approved in writing, such approvals not to
be unreasonably withheld or delayed. It shall be deemed that
Landlord has given consent to Tenant’s drawings and licensed
contractors or subcontractors, if consent or other written notice
is not provided to Tenant within ten (10) business days from
Landlord’s receipt of Tenant’s drawings or list of
contractors.
Landlord shall provide
Tenant with a copy of any and all design, mechanical and electrical
drawings, for existing improvements in the Leased Premises, that
are within Landlord’s possession and control, upon acceptance
of this Offer to Lease.
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17.
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Permit and Approvals:
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It is Tenant’s
responsibility to secure all the necessary building permits and
approvals required by the City of Toronto for all its
Tenant’s Work. Such permits must be secured and copies
provided to Landlord before any work shall commence in the Leased
Premises. Landlord shall promptly provide any consent or approvals
required of it in this regard.
Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 10 of
38
From and after the
Commencement Date, the Leased Premises shall be used and occupied
for the purpose of general business offices, a customer care centre
/ call centre, licensed travel agent, and cafeteria preparing and
serving food for its employees and invitees only (and not general
sale to the public) , and any other use permitted by the
applicable by-laws covering the Leased Premises. The Tenant shall
use commercially reasonable efforts to ensure that odours do not
emanate from the Leased Premises. Notwithstanding the above, only
the general business offices shall be entitled to use the Leased
Premises above the tenth (10th) floor of the Building and it is
further acknowledged that no form of call centre shall be permitted
above the 10th floor of the Building.
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19.
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Right to Assign or Sublet
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Tenant shall have the
right to assign or sublet the whole or any portion of the Leased
Premises, subject to the prior written consent of Landlord, which
consent shall not be unreasonably withheld or delayed.
Tenant’s lease with Landlord will not contain any of the
following:
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a.)
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terms which allow Landlord to
terminate its lease with Tenant in lieu of consenting to any
assignment or sublease or parting with possession by
Tenant;
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b.)
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terms which deem the entering into
of any security agreement by Tenant with lender to be an assignment
or sublease or parting of possession that requires the consent of
Landlord or causes a default under the Tenant’s lease with
Landlord;
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c.)
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terms which allow Landlord the right
to set the amount of rent paid by any subtenant, licensee, or
occupant of the Leased Premises; and
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d.)
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change of control
provisions.
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Tenant shall have the
right to assign or sublet the whole or a portion of the Leased
Premises to an affiliated company and the right to transfer the
lease to the purchaser of all or substantially all of its business,
without the consent of Landlord, provided prior written notice is
first given to the Landlord, provided Tenant is not released from
its lease with Landlord and is not in default. The Lease Form will
stipulate that a merger or amalgamation of Tenant with another
corporation will not be an assignment or sublease or parting of
possession that requires the consent of Landlord.
Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 11 of
38
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20.
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Roof Mounted Communication
Equipment :
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For the Term, and any
renewal(s) or extension(s) thereof, Tenant shall have the right,
exercisable at its option, risk and expense to install and maintain
communication equipment on the roof of the Building, for its own
use. The Landlord will provide, at no cost or expense to Tenant, a
mutually agreeable location for the installation. There shall be no
ongoing charge for the space required for such communication
equipment. Landlord shall approve the size and method of
installation of the communication equipment, such approval not to
be unreasonably withheld or delayed. Such work to install and
maintain any roof mounted communication equipment shall be in
accordance with the terms of Tenant’s lease with Landlord.
Upon expiration of the Term or any extension, the Tenant, at its
sole cost and expense, shall be obliged to remove said equipment
and repairing damage caused by said removal. Tenant shall
co-operate with Landlord, and shall remove and/or relocate such
equipment, if required to do so, for the purpose of repairs and
maintenance of the Building.
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21.
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Roof Mounted Emergency Power
Generator Equipment :
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For the Term, and any
renewal(s) or extension(s) thereof, Tenant shall have the right,
exercisable at its option, to install and maintain on the roof of
the Building, at its cost and expense, an emergency generator
(generator will be self-contained, and include sound mitigation and
an oil tank), a fuel tank in the lowest parking level of the
Building, and fuel lines to supply such emergency generator, all to
serve Tenant’s electrical requirements. The Landlord will
provide, at no cost or expense to Tenant, mutually agreeable
locations for the installation of Tenant’s emergency
generator, and associated fuel tank. There shall be no ongoing
charge for the space required for Tenant’s own generator,
fuel tank, or for Tenant’s access to conduit or riser space
required to connect to such generator. Such work to install and
maintain a generator shall be in accordance with the terms of
Tenant’s lease with Landlord. Upon expiration of the Term or
any extension, the Tenant, at its sole cost and expense, shall be
obliged to remove said equipment and repairing damage caused by
said removal.
22. Internal
Cooling Unit(s):
For the Term, and any
renewal(s) or extension(s) thereof, Tenant shall have the right,
exercisable at its option, to install and maintain a supplemental
condenser
Loyalty
Management Group Canada Inc. — Offer to Lease
438 University Avenue, Toronto Ontario
Page 12 of
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water system in the Leased
Premises, with heat rejection in the loading dock or on the roof of
the Building. It is expected that Tenant will require roughly fifty
(50) tons of cooling to service Tenant’s equipment
rooms, 24/7 cooling zones, and to supplement the base building
system in the Leased Premises, where Tenant’s cooling loads
are intensive. Landlord shall permit Tenant to access
Building’s municipal water to service the Tenant’s
air-conditioning system. Landlord will provide, at no cost or
expense to Tenant, mutually agreeable locations for the
installation of such heat rejection equipment, and distribution
pumps, and access to conduit or riser space required to connect to
such cooling units, such installation to be at the sole cost and
expense of Tenant. There shall be no ongoing charge for the space
required for such heat rejection equipment, and distribution pumps,
and any conduit or riser space required for such installation. Upon
expiration of the Term or any extension, the Tenant, at its sole
cost and expense, shall be obliged to remove said equipment and
repairing damage caused by said removal. Tenant shall install at
Tenant’s sole cost and expense check meters for
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